Text

Notification of Anticipated Stock Conversion
	ML052270208
Person / Time
Site:	Quad Cities
Issue date:	08/12/2005
From:	Andersen R; LeBoeuf, Lamb, Greene, & MacRae, LLP, MidAmerican Energy Co
To:	; Document Control Desk, Office of Nuclear Reactor Regulation
References
	Download: ML052270208 (84)
	v • d • e

LEBOEUF, LAMB, GREENE & MACRAE LLP NEW YORK 1875 CONNECTICUT AVE.

N.W.

MLTNATONA WASHINGTON, D.C.

PARTNERSHIP ALBANY SUITE 1200 PARIS BOSTON WASHINGTON, D.C. 20009-5728 BRUSSELS CHICAGO JOHANNESBURG CHIAGO (202) 088-8000 Wryn LTD.

HARTFORD FACSIMILE: (202) 980-8 102 MOSCOW HOUSTON RIYADH JACKSONVILLE AfFILIATra orricc LOS ANGELES E-MAIL ADDRESS: RANDERSEN@LLGm.COM BISHKEK PITTSBURGH WRITER'S DIRECT DIAL: (202J 966-8287 ALMATY SAN FRANCISCO BEIJING August 12, 2005 ATTN: Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 Quad Cities Nuclear Power Station, Units I and 2 Facility Operating License Nos. 50254 and 265

Reference:

Notification of Anticipated Stock Conversion.

I. INTRODUCTION MidAmerican Energy Holdings Company ("MEHC") is an Iowa corporation with its principal place of business in Des Moines, Iowa. MEHC is an exempt public utility holding company under Section 3(a)(1) of the Public Utility Holding Company Act of 1935, as amended

("PUHCA"). One of MEHC's wholly owned subsidiaries is MidAmerican Energy Company

("MidAmerican Energy").

MidAmerican Energy is the holder, along with Exelon Generation Company, LLC (formerly Commonwealth Edison Company) ("EGC"), of Facility Operating Licenses Nos.

DPR-29 and DPR-30 for Quad Cities Nuclear Power Station, Units 1 and 2 ("Quad Cities").

MidAmerican Energy holds a 25% ownership interest in Quad Cities, and is a minority, non-operating licensee. EGC owns the remaining 75% share of Quad Cities and is the licensed operator.

MEHC and MidAmerican Energy are filing this letter to inform the Nuclear Regulatory Commission ("NRC" or "the Commission") concerning certain changes in circumstances that may occur within the coming months.

August 12, 2005 Page 2 II.

BERKSHIRE HATHAWAY STOCK CONVERSION MEHC anticipates that there will be a change in its upstream capital structure now that the new energy legislation, the Domenici-Barton Energy Policy Act of 2005 ("Energy Act"),' was signed into law by President Bush on August 8, 2005. Among other things, the Energy Act repeals PUHCA effective six months after enactment.

As a result of the repeal of PUHCA, Berkshire Hathaway Inc. ("Berkshire Hathaway") intends to convert its convertible preferred stock in MEHC into common shares, increasing Berkshire Hathaway's 9.9% voting interest in MEHC to a voting interest of approximately 83.75% (or 80.5% on a diluted basis) of the common stock of MEHC (the "Conversion"). This letter is to inform the Commission of that proposed Conversion.

MEHC is a privately owned company with publicly traded fixed-income securities. 2 The private investor group which currently owns MEHC consists of Berkshire Hathaway, Walter Scott, Jr. (including family interests), David Sokol (chairman and chief executive officer of MEHC) and Gregory Abel (president and chief operating officer of MEHC).

Berkshire Hathaway currently has a voting interest in MEHC of approximately 9.9.3 Voting control of MEHC currently rests with Mr. Scott. Since PUHCA was repealed, Berkshire Hathaway has the option of converting its preferred, non-voting stock to common stock. If Berkshire Hathaway chooses to proceed with the Conversion, Berkshire Hathaway will have a voting interest in MEHC and its subsidiaries, including MidAmerican Energy, of approximately 83.75%. Thus voting control over MEHC would be transferred from Mr. Scott to Berkshire Hathaway.

Significantly, there will be no new owners of MEHC as a result of the Conversion; only the relative voting interests of current owners will change. Upon Conversion, I

H.R. Rep. No. 109-190 (Conf. Rep.).

2 See MidAmerican Energy Co., 89 FERC ¶ 62,225 (1999).

3 Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the five largest auto insurers in the United States, General Re, one of the four largest re-insurers in the world, and the Berkshire Hathaway Reinsurance Group.

August 12, 2005 Page 3 Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors.

III.

DE MINIMIS NRC CHANGES As a result of the Berkshire conversion, there will be no operational changes to MEHC. After the conversion, Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors. MEHC will not change its name or corporate identity. The license is held by MidAmerican Energy, a subsidiary of MEHC.

There will be no diminution in either the expertise or financial condition of the licensee. The proposed conversion of preferred stock to common will not cause any lien, encumbrance or other form of debt to be placed upon the Quad Cities facility, nor will it have any effect upon the operation, financial condition, or other relevant facts regarding the Quad Cities facility.

MidArnerican Energy will not change its name or corporate identity, and will remain a non-operating licensee. If and when the proposed conversion is effectuated, MidAmerican Energy will promptly inform the Commission. It is not anticipated after the conversion of the Berkshire preferred stock that there will be more than one non-U.S. citizen participating on the board of MEHC.4 IV.

CONCLUSION It is respectfully submitted that inasmuch as: (1) there wvill be no changes to MidAmerican Energy, the non-operating licensee; (2) there will be no operational changes at MEHC (the holding company level); and (3) that the only change wvill be the relative voting interests of the investment group as described in this letter, these de minimis NRC changes do not trigger the threshold requiring that a formal license transfer application be filed.

Accordingly, it is respectfully requested that additional formal NRC approvals not be required in connection with the Berkshire stock conversion, other than this notification filing, plus any additional information that the NRC Staff may request. Expeditious handling of this matter is 4 Greg Abel who is one of the MEHC shareholders and is on the MEHC board is a Canadian citizen.

August 12,2005 Page 4 respectfully requested, particularly if a formal transfer application process for the Berkshire stock conversion is deemed necessary.

We appreciate your attention to this matter. Should you have any questions or comments, please feel free to contact Sam Behrends, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C., 20009 (sbehrendgllgm.com) and Robert M.Andersen, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C. 20009 (randersenel1gm.com).

Sincerely yours, Samuel Behrends IV Robert M. Andersen Attorneys for MEHC cc:

D. Anderson, MidAmerican Energy Holdings Company J. Andreasen, MidAmerican Energy Holdings Company D. Tubbs, MidAmerican Energy Company, C. Crane, Exelon Generation Company, LLC J. Benjamin, Exelon Generation Company, LLC T. O'Neill, Exelon Generation Company, LLC

LEBOEUF, LAMB, GREENE & MACRAE LLP NEW YORK 1875 CONNECTICUT AVE., N.W.

AMULT NAT ONAL WASHINGTON. D.C.

SUITE I200 PARTN3RH IP ALBANY SUT 20PARIS BOSTON WASHINGTON, D.C. 20009-5728 BRUSSELS CHICAGO (202) 9B8-8000 JOHA.NNESBURG HARTFORD FACSIMILE: (202) C80-8 102 MOSCOW HOUSTON MOSCOW RIYADHI JACKSONVILLE ArritI^Tco armct LOS ANGELES E.-MIL ADDRfS3: RAfCLaPSEN(&!'LLGM.CZM BISHKEK PITTSBURO H NRrTER'5 CIWECT DIAL: ';OZ1 0se R-fl7 ALMATY SAN FRANCISCO BEIJING August 12, 2005 AOTN: Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 Quad Cities Nuclear Power Station, Units 1 and 2 Facility Operating License Nos. 50254 and 265

Reference:

Notification of Anticipated Stock Conversion.

I. INTRODUCTION MidAmerican Energy Holdings Company ("MEHC") is an Iowa corporation with its principal place of business in Des Moines, Iowa. MEHC is an exempt public utility holding company under Section 3(a)(1) of the Public Utility Holding Company Act of 1935, as amended

("PUHCA"). One of MEHC's wholly owned subsidiaries is MidAmerican Energy Company

("MidAmerican Energy").

MidAmerican Energy is the holder, along with Exelon Generation Company, LLC (formerly Commonwealth Edison Company) ("EGC"), of Facility Operating Licenses Nos.

DPR-29 and DPR-30 for Quad Cities Nuclear Power Station, Units I and 2 ("Quad Cities").

MidAmerican Energy holds a 25% ownership interest in Quad Cities, and is a minority, non-operating licensee. EGC owns the remaining 75% share of Quad Cities and is the licensed operator.

MEHC and MidAmerican Energy are filing this letter to inform the Nuclear Regulatory Commission ("NRC" or "the Commission") concerning certain changes in circumstances that may occur within the coming months.

August 12, 2005 Page 2 II.

BERKSHIRE HATHAWAY STOCK CONVERSION MEHC anticipates that there will be a change in its upstream capital structure now that the new energy legislation, the Domenici-Barton Energy Policy Act of 2005 ("Energy Act"),' was signed into law by President Bush on August 8, 2005. Among other things, the Energy Act repeals PUHCA effective six months after enactment.

As a result of the repeal of PUHCA, Berkshire Hathaway Inc. ("Berkshire Hathaway") intends to convert its convertible preferred stock in MEHC into common shares, increasing Berkshire Hathaway's 9.9% voting interest in MEHC to a voting interest of approximately 83.75% (or 80.5% on a diluted basis) of the common stock of MEHC (the "Conversion"). This letter is to inform the Commission of that proposed Conversion.

MEHC is a privately owned company with publicly traded fixed-income securities.2 The private investor group which currently owns MEHC consists of Berkshire Hathaway, Walter Scott, Jr. (including family interests), David Sokol (chairman and chief executive officer of MEHC) and Gregory Abel (president and chief operating officer of MEHC).

Berkshire Hathaway currently has a voting interest in MEHC of approximately 9.9.3 Voting control of MEHC currently rests with Mr. Scott. Since PUHCA was repealed, Berkshire Hathaway has the option of converting its preferred, non-voting stock to common stock. If Berkshire Hathaway chooses to proceed with the Conversion, Berkshire Hathaway will have a voting interest in MEHC and its subsidiaries, including MidAmerican Energy, of approximately 83.75%. Thus voting control over MEHC would be transferred from Mr. Scott to Berkshire Hathaway.

Significantly, there will be no new owners of MEHC as a result of the Conversion; only the relative voting interests of current owners will change. Upon Conversion, I

H.R. Rep. No. 109-190 (Conf. Rep.).

2 See MidAmerican Energy Co., 89 FERC ¶ 62,225 (1999).

Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the five largest auto insurers in the United States, General Re, one of the four largest re-insurers in the world, and the Berkshire Hathaway Reinsurance Group.

August 12, 2005 Page 3 Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors.

III.

DE MINIMIS NRC CHANGES As a result of the Berkshire conversion, there will be no operational changes to MEHC. After the conversion, Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors. MEHC will not change its name or corporate identity. The license is held by MidAmerican Energy, a subsidiary of MEHC.

There will be no diminution in either the expertise or financial condition of the licensee. The proposed conversion of preferred stock to common will not cause any lien, encumbrance or other form of debt to be placed upon the Quad Cities facility, nor will it have any effect upon the operation, financial condition, or other relevant facts regarding the Quad Cities facility.

MidAmerican Energy will not change its name or corporate identity, and will remain a non-operating licensee. If and when the proposed conversion is effectuated, MidAmerican Energy will promptly inform the Commission. It is not anticipated after the conversion of the Berkshire preferred stock that there will be more than one non-U.S. citizen participating on the board of MEHC.4 IV.

CONCLUSION It is respectfully submitted that inasmuch as: (1) there will be no changes to MidAmerican Energy, the non-operating licensee; (2) there will be no operational changes at MEHC (the holding company level); and (3) that the only change will be the relative voting interests of the investment group as described in this letter, these de minimis NRC changes do not trigger the threshold requiring that a formal license transfer application be filed.

Accordingly, it is respectfully requested that additional formal NRC approvals not be required in connection with the Berkshire stock conversion, other than this notification filing, plus any additional information that the NRC Staff may request. Expeditious handling of this matter is 4 Greg Abel who is one of the MEHC shareholders and is on the MEHC board is a Canadian citizen.

August 12, 2005 Page 4 respectfully requested, particularly if a formal transfer application process for the Berkshire stock conversion is deemed necessary.

We appreciate your attention to this matter. Should you have any questions or comments, please feel free to contact Sam Behrends, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C., 20009 (sbehrendgIlgm.com) and Robert M.Andersen, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C. 20009 (randersen~llgm.com).

Sincerely yours, C9w A Samuel Behrends IV Robert M. Andersen Attorneys for MEHC cc:

D. Anderson, MidAmerican Energy Holdings Company J. Andreasen, MidAmerican Energy Holdings Company D. Tubbs, MidAmerican Energy Company, C. Crane, Exelon Generation Company, LLC J. Benjamin, Exelon Generation Company, LLC T. O'Neill, Exelon Generation Company, LLC

'V.

LEBOEUF, LAMB, GREENE & MACRAE LLP NEW YORK 1875 CONNECTICUT AVE., N.W.

A ULT LONDON WASHINGTON. D.C.

PAMLtINATIONAL WA N.

SUITE 1200 PARTNER5HIP ALBANY PAR IS BOSTON WASHINGTON, D.C. 20009-5728 BRUSSELS CHICAGO (202) 980-8000 JOHA NNESBURG HARTFORD FACSIMILE: (202) 985-8102 MOSCOW HOUSTON RYD R IYAD H JACKSONVILLE ArFI LJATrV OMCc LOS ANGELES Er-MAIL A0DDP5S3: RANCEPSEN1;LLGM.cCM BISHKEK PITTSBURG H wnrTEFr-5 DIPEf'T CIAL: 120I DrF3'e; 8z7 ALMATY SAN FRANCISCO BEIJING August 12, 2005 ATTN: Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 Quad Cities Nuclear Power Station, Units I and 2 Facility Operating License Nos. 50254 and 265

Reference:

Notification of Anticipated Stock Conversion.

1. INTRODUCTION MidAmerican Energy Holdings Company ("MEHC") is an Iowa corporation with its principal place of business in Des Moines, Iowa. MEHC is an exempt public utility holding company under Section 3(a)(1) of the Public Utility Holding Company Act of 1935, as amended

("PUHCA"). One of MEHC's wholly owned subsidiaries is MidAmerican Energy Company

("MidAmerican Energy").

MidAmerican Energy is the holder, along with Exelon Generation Company, LLC (formerly Commonwealth Edison Company) ("EGC"), of Facility Operating Licenses Nos.

DPR-29 and DPR-30 for Quad Cities Nuclear Power Station, Units 1 and 2 ("Quad Cities").

MidAmerican Energy holds a 25% ownership interest in Quad Cities, and is a minority, non-operating licensee. EGC owns the remaining 75% share of Quad Cities and is the licensed operator.

MEHC and MidAmerican Energy are filing this letter to inform the Nuclear Regulatory Commission ("NRC" or "the Commission") concerning certain changes in circumstances that rnay occur within the coming months.

I August 12, 2005 Page 2 II.

BERKSHIRE HATHAWAY STOCK CONVERSION MEHC anticipates that there will be a change in its upstream capital structure now that the new energy legislation, the Domenici-Barton Energy Policy Act of 2005 ("Energy Act'),' was signed into law by President Bush on August 8, 2005. Among other things, the Energy Act repeals PUHCA effective six months after enactment.

As a result of the repeal of PUHCA, Berkshire Hathaway Inc. ("Berkshire Hathaway") intends to convert its convertible preferred stock in MEHC into common shares, increasing Berkshire Hathaway's 9.9% voting interest in MEHC to a voting interest of approximately 83.75% (or 80.5% on a diluted basis) of the common stock of MEHC (the "Conversion"). This letter is to inform the Commission of that proposed Conversion.

MEHC is a privately owned company with publicly traded fixed-income securities.2 The private investor group which currently owns MEHC consists of Berkshire Hathaway, Walter Scott, Jr. (including family interests), David Sokol (chairman and chief executive officer of MEHC) and Gregory Abel (president and chief operating officer of MEHC).

Berkshire Hathaway currently has a voting interest in MEHC of approximately 9.9.3 Voting control of MEHC currently rests with Mr. Scott. Since PUHCA was repealed, Berkshire Hathaway has the option of converting its preferred, non-voting stock to common stock. If Berkshire Hathaway chooses to proceed with the Conversion, Berkshire Hathaway will have a voting interest in MEHC and its subsidiaries, including MidAmerican Energy, of approximately 83.75%. Thus voting control over MEHC would be transferred from Mr. Scott to Berkshire Hathaway.

Significantly, there will be no new owners of MEHC as a result of the Conversion; only the relative voting interests of current owners will change. Upon Conversion, It H.R. Rep. No. 109-190 (Conf. Rep.).

2 See MidAmerican Energy Co., 89 FERC ¶ 62,225 (1999).

3 Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the fivee largest auto insurers in the United States, General Re, one of the four largest re-insurers in the world, and the Berkshire Hathaway Reinsurance Group.

A.

August 12, 2005 Page 3 Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors.

III.

DE MINIMIS NRC CHANGES As a result of the Berkshire conversion, there will be no operational changes to MEHC. After the conversion, Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors. MEHC will not change its name or corporate identity. The license is held by MidAmerican Energy, a subsidiary of MEHC.

There will be no diminution in either the expertise or financial condition of the licensee. The proposed conversion of preferred stock to common will not cause any lien, encumbrance or other form of debt to be placed upon the Quad Cities facility, nor will it have any effect upon the operation, financial condition, or other relevant facts regarding the Quad Cities facility.

MidAmerican Energy will not change its name or corporate identity, and will remain a non-operating licensee. If and when the proposed conversion is effectuated, MidAmerican Energy will promptly inform the Commission. It is not anticipated after the conversion of the Berkshire preferred stock that there will be more than one non-U.S. citizen participating on the board of MEHC.4 IV.

CONCLUSION It is respectfully submitted that inasmuch as: (1) there will be no changes to MidAmerican Energy, the non-operating licensee; (2) there will be no operational changes at MEHC (the holding company level); and (3) that the only change will be the relative voting interests of the investment group as described in this letter, these de minimis NRC changes do not trigger the threshold requiring that a formal license transfer application be filed.

Accordingly, it is respectfully requested that additional formal NRC approvals not be required in connection with the Berkshire stock conversion, other than this notification filing, plus any additional information that the NRC Staff may request. Expeditious handling of this matter is 4 Greg Abel who is one of the MEHC shareholders and is on the MEHC board is a Canadian citizen.

August 12, 2005 Page 4 respectfully requested, particularly if a formal transfer application process for the Berkshire stock conversion is deemed necessary.

We appreciate your attention to this matter. Should you have any questions or comments, please feel free to contact Sam Behrends, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C., 20009 (sbehrend(llgm.com) and Robert M.Andersen, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C. 20009 (randersen(llgm.com).

Sincerely yours, Samuel Behrends IV Robert M. Andersen Attorneys for MEHC cc:

D. Anderson, MidAmerican Energy Holdings Company J. Andreasen, MidAmerican Energy Holdings Company D. Tubbs, MidAmerican Energy Company, C. Crane, Exelon Generation Company, LLC J. Benjamin, Exelon Generation Company, LLC T. O'Neill, Exelon Generation Company, LLC

LEBOEUF, LAMB, GREENE & MACRAE LLP NEW YORK 1875 CONNECTICUT AVE., N.W.

LONDON AM tA LTIN ATIONHAL WASHINGTON. D.C.

SIE 20 ArRT.ERNIP ALBANY SUITE 1200 PARIS BOSTON WASHINGTON, D.C. 20009-5728 BRUSSELS CHICAGO (202) 88000JOA NNESBURG HARTFORD FACSIMILE: (202) 98800 1PTY LTD.

HOUSTON FCIIE 22988I0 Moscow JACKSONVILLE RI YAO H LOS ANGEL-ES E-r1AL ADD~RLESS RANCEPSEN0CLLGM.CoM BISHKEK PITTSBURG H WRITERE5 DIRECGT DIAL: 2Oi s53t-8eae7 ALMATY SAN FRANCISCO BEIJING August 12, 2005 ATIN: Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 Quad Cities Nuclear Power Station, Units I and 2 Facility Operating License Nos. 50254 and 265

Reference:

Notification of Anticipated Stock Conversion.

I. INTRODUCTION MidAmerican Energy Holdings Company ("MEHC") is an Iowa corporation with its principal place of business in Des Moines, Iowa. MEHC is an exempt public utility holding company under Section 3(a)(1) of the Public Utility Holding Company Act of 1935, as amended

("PUHCA"). One of MEHC's wholly owned subsidiaries is MidAmerican Energy Company

("MidAmerican Energy").

MidAmerican Energy is the holder, along with Exelon Generation Company, LLC (formerly Commonwealth Edison Company) ("EGC"), of Facility Operating Licenses Nos.

DPR-29 and DPR-30 for Quad Cities Nuclear Power Station, Units I and 2 ("Quad Cities").

MidAmerican Energy holds a 25% ownership interest in Quad Cities, and is a minority, non-operating licensee. EGC owns the remaining 75% share of Quad Cities and is the licensed operator.

MEHC and MidAmerican Energy are filing this letter to inform the Nuclear Regulatory Commission ("NRC" or "the Commission") concerning certain changes in circumstances that may occur within the coming months.

August 12, 2005 Page 2 II.

BERKSHIRE HATHAWAY STOCK CONVERSION MEHC anticipates that there will be a change in its upstream capital structure now that the new energy legislation, the Domenici-Barton Energy Policy Act of 2005 ("Energy Act'),' was signed into law by President Bush on August 8, 2005. Among other things, the Energy Act repeals PUHCA effective six months after enactment.

As a result of the repeal of PUHCA, Berkshire Hathaway Inc. ("Berkshire Hathaway") intends to convert its convertible preferred stock in MEHC into common shares, increasing Berkshire Hathaway's 9.9% voting interest in MEHC to a voting interest of approximately 83.75% (or 80.5% on a diluted basis) of the common stock of MEHC (the "Conversion"). This letter is to inform the Commission of that proposed Conversion.

MEHC is a privately owned company with publicly traded fixed-income securities.2 The private investor group which currently owns MEHC consists of Berkshire Hathaway, Walter Scott, Jr. (including family interests), David Sokol (chairman and chief executive officer of MEHC) and Gregory Abel (president and chief operating officer of MEHC).

Berkshire Hathaway currently has a voting interest in MEHC of approximately 9.9.3 Voting control of MEHC currently rests with Mr. Scott. Since PUHCA was repealed, Berkshire Hathaway has the option of converting its preferred, non-voting stock to common stock. If Berkshire Hathaway chooses to proceed with the Conversion, Berkshire Hathaway will have a voting interest in MEHC and its subsidiaries, including MidAmerican Energy, of approximately 83.75%. Thus voting control over MEHC would be transferred from Mr. Scott to Berkshire Hathaway.

Significantly, there will be no new owners of MEHC as a result of the Conversion; only the relative voting interests of current owners will change. Upon Conversion, I

H.R. Rep. No. 109-190 (Conf. Rep.).

2 See Mid~merican Energy Co., 89 FERC ¶ 62,225 (1999).

3 Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the five largest auto insurers in the United States, General Re, one of the four largest re-insurers in the world, and the Berkshire Hathaway Reinsurance Group.

August 12, 2005 Page 3 Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors.

III.

DE MINIMIS NRC CHANGES As a result of the Berkshire conversion, there will be no operational changes to MEHC. After the conversion, Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors. MEHC will not change its name or corporate identity. The license is held by MidAmerican Energy, a subsidiary of MEHC.

There will be no diminution in either the expertise or financial condition of the licensee. The proposed conversion of preferred stock to common will not cause any lien, encumbrance or other form of debt to be placed upon the Quad Cities facility, nor will it have any effect upon the operation, financial condition, or other relevant facts regarding the Quad Cities facility.

MidAmerican Energy will not change its name or corporate identity, and will remain a non-operating licensee. If and when the proposed conversion is effectuated, MidAmerican Energy will promptly inform the Commission. It is not anticipated after the conversion of the Berkshire preferred stock that there will be more than one non-U.S. citizen participating on the board of MEHC.4 IV.

CONCLUSION It is respectfully submitted that inasmuch as: (1) there will be no changes to MidAmerican Energy, the non-operating licensee; (2) there will be no operational changes at MEHC (the holding company level); and (3) that the only change will be the relative voting interests of the investment group as described in this letter, these de minimis NRC changes do not trigger the threshold requiring that a formal license transfer application be filed.

Accordingly, it is respectfully requested that additional formal NRC approvals not be required in connection with the Berkshire stock conversion, other than this notification filing, plus any additional information that the NRC Staff may request. Expeditious handling of this matter is 4 Greg Abel who is one of the MEHC shareholders and is on the MEHC board is a Canadian citizen.

August 12, 2005 Page 4 respectfully requested, particularly if a formal transfer application process for the Berkshire stock conversion is deemed necessary.

We appreciate your attention to this matter. Should you have any questions or comments, please feel free to contact Sam Behrends, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C., 20009 (sbehrend(llgm.com) and Robert M.Andersen, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C. 20009 (randersen~llgm.com).

Sincerely yours, Samuel Behrends IV Robert M. Andersen Attorneys for MEHC cc:

D. Anderson, MidAmerican Energy Holdings Company J. Andreasen, MidAmerican Energy Holdings Company D. Tubbs, MidAmerican Energy Company, C. Crane, Exelon Generation Company, LLC J. Benjamin, Exelon Generation Company, LLC T. O'Neill, Exelon Generation Company, LLC

LEBOEuF, LAMB, GREENE & MACRAE LLP NEW YORK 1875 CONNECTICUT AVE., N.W.

LONDON WASHINGTONY D.C.

SUITE 1200 PARTNER3HIP ALBANY PARIS BOSTON WASHINGTON, D.C. 20009-5728 BRUSSELS CHICAGO (202) se-eOOO tNNESBURG HARTFORD (20)0880 pry) LTD.

HARTOR4 FACSIMILE: (202) 08C-8 102 MOSCOW HO USTO N RIYADH JACKSONVILLE AroLIATED orF'IC LOS ANGELES E-M.AIL IODDrLpS RAt1Cr:pN0L)LL.GM. uM BISHKEK PITTSBURG H W.tVRFVS GSDIPRUT DIAL:

t s ALMATY SAN FRANCISCO BEIJING August 12, 2005 ATIN: Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 Quad Cities Nuclear Power Station, Units 1 and 2 Facility Operating License Nos. 50254 and 265

Reference:

Notification of Anticipated Stock Conversion.

1. INTRODUCTION MidAmerican Energy Holdings Company ("MEHC") is an Iowa corporation with its principal place of business in Des Moines, Iowa. MEHC is an exempt public utility holding company under Section 3(a)(1) of the Public Utility Holding Company Act of 1935, as amended

("PUHCA"). One of MEHC's wholly owned subsidiaries is MidAmerican Energy Company

("MidAmerican Energy").

MidAmerican Energy is the holder, along with Exelon Generation Company, LLC (formerly Commonwealth Edison Company) ("EGC"), of Facility Operating Licenses Nos.

DPR-29 and DPR-30 for Quad Cities Nuclear Power Station, Units 1 and 2 ("Quad Cities').

MidAmerican Energy holds a 25% ownership interest in Quad Cities, and is a minority, non-operating licensee. EGC owns the remaining 75% share of Quad Cities and is the licensed operator.

MEHC and MidAmerican Energy are filing this letter to inform the Nuclear Regulatory Commission ("NRC" or "the Commission") concerning certain changes in circumstances that may occur within the coming months.

August 12, 2005 Page 2 I.

BERKSHIRE HATHAWAY STOCK CONVERSION MEHC anticipates that there will be a change in its upstream capital structure now that the new energy legislation, the Domenici-Barton Energy Policy Act of 2005 ("Energy Act'),' was signed into law by President Bush on August 8, 2005. Among other things, the Energy Act repeals PUHCA effective six months after enactment.

As a result of the repeal of PUHCA, Berkshire Hathaway Inc. ("Berkshire Hathaway") intends to convert its convertible preferred stock in MEHC into common shares, increasing Berkshire Hathaway's 9.9% voting interest in MEHC to a voting interest of approximately 83.75% (or 80.5% on a diluted basis) of the common stock of MEHC (the "Conversion"). This letter is to inform the Commission of that proposed Conversion.

MEHC is a privately owned company with publicly traded fixed-income securities.2 The private investor group which currently owns MEHC consists of Berkshire Hathaway, Walter Scott, Jr. (including family interests), David Sokol (chairman and chief executive officer of MEHC) and Gregory Abel (president and chief operating officer of MEHC).

Berkshire Hathaway currently has a voting interest in MEHC of approximately 9.9.3 Voting control of MEHC currently rests with Mr. Scott. Since PUHCA was repealed, Berkshire Hathaway has the option of converting its preferred, non-voting stock to common stock. If Berkshire Hathaway chooses to proceed with the Conversion, Berkshire Hathaway will have a voting interest in MEHC and its subsidiaries, including MidAmerican Energy, of approximately 83.75%. Thus voting control over MEHC would be transferred from Mr. Scott to Berkshire Hathaway.

Significantly, there will be no new owners of MEHC as a result of the Conversion; only the relative voting interests of current owners will change. Upon Conversion, I

H.R. Rep. No. 109-190 (Conf. Rep.).

2 See Mid~merican Energy Co., 89 FERC ¶ 62,225 (1999).

3 Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the five largest auto insurers in the United States, General Re, one of the four largest re-insurers in the world, and the Berkshire Hathaway Reinsurance Group.

August 12, 2005 Page 3 Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors.

111.

DE MINIMIS NRC CHANGES As a result of the Berkshire conversion, there will be no operational changes to MEHC. After the conversion, Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors. MEHC will not change its name or corporate identity. The license is held by MidAmerican Energy, a subsidiary of MEHC.

There will be no diminution in either the expertise or financial condition of the licensee. The proposed conversion of preferred stock to common will not cause any lien, encumbrance or other form of debt to be placed upon the Quad Cities facility, nor will it have any effect upon the operation, financial condition, or other relevant facts regarding the Quad Cities facility.

MidAmerican Energy will not change its name or corporate identity, and will remain a non-operating licensee. If and when the proposed conversion is effectuated, MidAmerican Energy will promptly inform the Commission. It is not anticipated after the conversion of the Berkshire preferred stock that there will be more than one non-U.S. citizen participating on the board of MEHC.4 IV.

CONCLUSION It is respectfully submitted that inasmuch as: (1) there will be no changes to MidAmerican Energy, the non-operating licensee; (2) there will be no operational changes at MEHC (the holding company level); and (3) that the only change will be the relative voting interests of the investment group as described in this letter, these de minimis NRC changes do not trigger the threshold requiring that a formal license transfer application be filed.

Accordingly, it is respectfully requested that additional formal NRC approvals not be required in connection with the Berkshire stock conversion, other than this notification filing, plus any additional information that the NRC Staff may request. Expeditious handling of this matter is 4 Greg Abel who is one of the MEHC shareholders and is on the MEHC board is a Canadian citizen.

August 12, 2005 Page 4 respectfully requested, particularly if a formal transfer application process for the Berkshire stock conversion is deemed necessary.

We appreciate your attention to this matter. Should you have any questions or comments, please feel free to contact Sam Behrends, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C., 20009 (sbehrend(llgm.com) and Robert M.Andersen, LeBocuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C. 20009 (randersen(llgm.com).

Sincerely yours, Samuel Behrends IV Robert M. Andersen Attorneys for MEHC cc:

D. Anderson, MidAmerican Energy Holdings Company J. Andreasen, MidAmerican Energy Holdings Company D. Tubbs, MidAmerican Energy Company, C. Crane, Exelon Generation Company, LLC J. Benjamin, Exelon Generation Company, LLC T. O'Neill, Exelon Generation Company, LLC

LEBOEUF, LAMB, GREENE & MACRAE LLP NEW YORK 1875 CONNECTICUT AVE., N.W.

LONDON WASHINGTON. D.C.

PAR UTHINAIONA ALBANY SUITE 1200 PARISTNESHI BOSTON WASHINGTON, D.C. 20009-5728 BRUSSELS CHICAGO (202) 056-8000 JOHA NNESBURG HARTFORD FACSIMILE: (202) see-e 102 MOSCOW HOUSTON MOSCOW JACKSONV I LLE ArFI LIATrC ORIYCA LOS ANGELES E-MAIL ADDflE$5: RANCER.P5ENci)LLGM.Com BISHKEK PITTSBURG H

'VifRRLW DIRPIT DIAL: 12fZi 06C>f8j7 ALMATY SAN FRANCISCO BEIJING August 12, 2005 ATIN: Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 Quad Cities Nuclear Power Station, Units I and 2 Facility Operating License Nos. 50254 and 265

Reference:

Notification of Anticipated Stock Conversion.

1. INTRODUCTION MidAmerican Energy Holdings Company ("MEHC") is an Iowa corporation with its principal place of business in Des Moines, Iowa. MEHC is an exempt public utility holding company under Section 3(a)(1) of the Public Utility Holding Company Act of 1935, as amended

("PUHCA"). One of MEHC's wholly owned subsidiaries is MidAmerican Energy Company

("MidAmerican Energy").

MidAmerican Energy is the holder, along with Exelon Generation Company, LLC (formerly Commonwealth Edison Company) ("EGC"), of Facility Operating Licenses Nos.

DPR-29 and DPR-30 for Quad Cities Nuclear Power Station, Units I and 2 ("Quad Cities").

MidAmerican Energy holds a 25% ownership interest in Quad Cities, and is a minority, non-operating licensee. EGC owns the remaining 75% share of Quad Cities and is the licensed Operator.

MEHC and MidAmerican Energy are filing this letter to inform the Nuclear Regulatory Commission ("NRC" or "the Commission") concerning certain changes in circumstances that may occur within the coming months.

August 12, 2005 Page 2 IL.

BERKSHIRE HATHAWAY STOCK CONVERSION MEHC anticipates that there will be a change in its upstream capital structure now that the new energy legislation, the Domenici-Barton Energy Policy Act of 2005 ("Energy Act'),' was signed into law by President Bush on August 8, 2005. Among other things, the Energy Act repeals PUHCA effective six months after enactment.

As a result of the repeal of PUHCA, Berkshire Hathaway Inc. ("Berkshire Hathaway") intends to convert its convertible preferred stock in MEHC into common shares, increasing Berkshire Hathaway's 9.9% voting interest in MEHC to a voting interest of approximately 83.75% (or 80.5% on a diluted basis) of the common stock of MEHC (the "Conversion"). This letter is to inform the Commission of that proposed Conversion.

MEHC is a privately owned company with publicly traded fixed-income securities.2 The private investor group which currently owns MEHC consists of Berkshire Hathaway, Walter Scott, Jr. (including family interests), David Sokol (chairman and chief executive officer of MEHC) and Gregory Abel (president and chief operating officer of MEHC).

Berkshire Hathaway currently has a voting interest in MEHC of approximately 9.9.3 Voting control of MEHC currently rests with Mr. Scott. Since PUHCA was repealed, Berkshire Hathaway has the option of converting its preferred, non-voting stock to common stock. If Berkshire Hathaway chooses to proceed with the Conversion, Berkshire Hathaway will have a voting interest in MEHC and its subsidiaries, including MidAmerican Energy, of approximately 83.75%. Thus voting control over MEHC would be transferred from Mr. Scott to Berkshire Hathaway.

Significantly, there will be no new owners of MEHC as a result of the Conversion; only the relative voting interests of current owners will change. Upon Conversion, I

H.R. Rep. No. 109-190 (Conf. Rep.).

2 See MidAmerican Energy Co., 89 FERC ¶ 62,225 (1999).

3 Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the five largest auto insurers in the United States, General Re, one of the four largest re-insurers in the world, and the Berkshire Hathaway Reinsurance Group.

August 12, 2005 Page 3 Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors.

III.

DE MINIMIS NRC CHANGES As a result of the Berkshire conversion, there will be no operational changes to MEHC. After the conversion, Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors. MEHC will not change its name or corporate identity. The license is held by MidAmerican Energy, a subsidiary of MEHC.

There will be no diminution in either the expertise or financial condition of the licensee. The proposed conversion of preferred stock to common will not cause any lien, encumbrance or other form of debt to be placed upon the Quad Cities facility, nor will it have any effect upon the operation, financial condition, or other relevant facts regarding the Quad Cities facility.

MidAmerican Energy will not change its name or corporate identity, and will remain a non-operating licensee. If and when the proposed conversion is effectuated, MidAmerican Energy will promptly inform the Commission. It is not anticipated after the conversion of the Berkshire preferred stock that there will be more than one non-U.S. citizen participating on the board of MEHC.4 IV.

CONCLUSION It is respectfully submitted that inasmuch as: (1) there will be no changes to MidAmerican Energy, the non-operating licensee; (2) there will be no operational changes at MEHC (the holding company level); and (3) that the only change will be the relative voting interests of the investment group as described in this letter, these de minimis NRC changes do not trigger the threshold requiring that a formal license transfer application be filed.

Accordingly, it is respectfully requested that additional formal NRC approvals not be required in cormection with the Berkshire stock conversion, other than this notification filing, plus any additional information that the NRC Staff may request. Expeditious handling of this matter is 4 Greg Abel who is one of the MEHC shareholders and is on the MEHC board is a Canadian citizen.

August 12,2005 Page 4 respectfully requested, particularly if a formal transfer application process for the Berkshire stock conversion is deemed necessary.

We appreciate your attention to this matter. Should you have any questions or comments, please feel free to contact Sam Behrends, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C., 20009 (sbehrendgllgm.com) and Robert M.Andersen, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C. 20009 (randersenellgm.com).

Sincerely yours, Samuel Behrends IV Robert M. Andersen Attorneys for MEHC cc:

D. Anderson, MidAmerican Energy Holdings Company J. Andreasen, MidAmerican Energy Holdings Company D. Tubbs, MidAmerican Energy Company, C. Crane, Exelon Generation Company, LLC J. Benjamin, Exelon Generation Company, LLC T. O'Neill, Exelon Generation Company, LLC

LEBOEUF, LAMB, GREENE & MACRAE LLP NEW YORK 1875 CONNECTICUT AVE.. N.W.

LONDON WASHINGTON. D.C.

S PAITNE BSHIP ALBANY iUITE 1 PARIS BOSTON WASHINGTON, D.C. 20009-5728 BRUSSELS CHICAGO (202) g88-8000 JOHA NNESBURG (202 0868000IPTY)

LTD.

HARTFORD FACSIMILE: (202) 985-8 102 MOSCOW HOUSTON JACKSONVILLE Am L.IAtTr oRIYCD LOS ANGELES CtMAIL ADRESS: RACERPSEN'LLGM.COM BISHKEK PITTSBURG H winrTER'S DIRECT DIAL: 'fQ02i 05C-8T27 ALMATY SAN FRANCISCO BEIJING August 12, 2005 ATTN: Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 Quad Cities Nuclear Power Station, Units 1 and 2 Facility Operating License Nos. 50254 and 265

Reference:

Notification of Anticipated Stock Conversion.

1. INTRODUCTION MidAmerican Energy Holdings Company ("MEHC") is an Iowa corporation with its principal place of business in Des Moines, Iowa. MEHC is an exempt public utility holding company under Section 3(a)(1) of the Public Utility Holding Company Act of 1935, as amended

("PUHCA"). One of MEHC's wholly owned subsidiaries is MidAmerican Energy Company

("MidAmerican Energy").

MidAmerican Energy is the holder, along with Exelon Generation Company, LLC (formerly Commonwealth Edison Company) ("EGC"), of Facility Operating Licenses Nos.

DPR-29 and DPR-30 for Quad Cities Nuclear Power Station, Units 1 and 2 ("Quad Cities").

MidAmerican Energy holds a 25% ownership interest in Quad Cities, and is a minority, non-operating licensee. EGC owns the remaining 75% share of Quad Cities and is the licensed operator.

MEHC and MidAmerican Energy are filing this letter to inform the Nuclear Regulatory Commission ("NRC" or "the Commission") concerning certain changes in circumstances that may occur within the coming months.

August 12, 2005 Page 2 II.

BERKSHIRE HATHAWAY STOCK CONVERSION MEHC anticipates that there will be a change in its upstream capital structure now that the new energy legislation, the Domenici-Barton Energy Policy Act of 2005 ("Energy Act"),' was signed into law by President Bush on August 8, 2005. Among other things, the Energy Act repeals PUHCA effective six months after enactment.

As a result of the repeal of PUHCA, Berkshire Hathaway Inc. ("Berkshire Hathaway") intends to convert its convertible preferred stock in MEHC into common shares, increasing Berkshire Hathaway's 9.9% voting interest in MEHC to a voting interest of approximately 83.75% (or 80.5% on a diluted basis) of the common stock of MEHC (the "Conversion"). This letter is to inform the Commission of that proposed Conversion.

MEHC is a privately owned company with publicly traded fixed-income securities.2 The private investor group which currently owns MEHC consists of Berkshire Hathaway, Walter Scott, Jr. (including family interests), David Sokol (chairman and chief executive officer of MEHC) and Gregory Abel (president and chief operating officer of MEHC).

Berkshire Hathaway currently has a voting interest in MEHC of approximately 9.9.3 Voting control of MEHC currently rests with Mr. Scott. Since PUHCA was repealed, Berkshire Hathaway has the option of converting its preferred, non-voting stock to common stock. If Berkshire Hathaway chooses to proceed with the Conversion, Berkshire Hathaway will have a voting interest in MEHC and its subsidiaries, including MidAmerican Energy, of approximately 83.75%. Thus voting control over MEHC would be transferred from Mr. Scott to Berkshire Hathaway.

Significantly, there will be no new owners of MEHC as a result of the Conversion; only the relative voting interests of current owners will change. Upon Conversion, I

H.R. Rep. No. 109-190 (Conf. Rep.).

2 See MidAmerican Energy Co., 89 FERC 1 62,225 (1999).

3 Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the five largest auto insurers in the United States, General Re, one of the four largest re-insurers in the world, and the Berkshire Hathaway Reinsurance Group.

August 12, 2005 Page 3 Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors.

III.

DE MINIMIS NRC CHANGES As a result of the Berkshire conversion, there will be no operational changes to MEHC. After the conversion, Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors. MEHC will not change its name or corporate identity. The license is held by MidAmerican Energy, a subsidiary of MEHC.

There will be no diminution in either the expertise or financial condition of the licensee. The proposed conversion of preferred stock to common will not cause any lien, encumbrance or other form of debt to be placed upon the Quad Cities facility, nor will it have any effect upon the operation, financial condition, or other relevant facts regarding the Quad Cities facility.

MidAmerican Energy will not change its name or corporate identity, and will remain a non-operating licensee. If and when the proposed conversion is effectuated, MidAmerican Energy will promptly inform the Commission. It is not anticipated after the conversion of the Berkshire preferred stock that there will be more than one non-U.S. citizen participating on the board of MEHC.4 IV.

CONCLUSION It is respectfully submitted that inasmuch as: (1) there will be no changes to MidAmerican Energy, the non-operating licensee; (2) there will be no operational changes at MEHC (the holding company level); and (3) that the only change will be the relative voting interests of the investment group as described in this letter, these de minimis NRC changes do not trigger the threshold requiring that a formal license transfer application be filed.

Accordingly, it is respectfully requested that additional formal NRC approvals not be required in connection with the Berkshire stock conversion, other than this notification filing, plus any additional information that the NRC Staff may request. Expeditious handling of this matter is 4Greg Abel who is one of the MEHC shareholders and is on the MEHC board is a Canadian citizen.

August 12, 2005 Page 4 respectfully requested, particularly if a formal transfer application process for the Berkshire stock conversion is deemed necessary.

We appreciate your attention to this matter. Should you have any questions or comments, please feel free to contact Sam Behrends, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C., 20009 (sbehrend(llgm.com) and Robert M.Andersen, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C. 20009 (randersen~llgm.com).

Sincerely yours, Samuel Behrends IV Robert M. Andersen Attorneys for MEHC cc:

D. Anderson, MidAmerican Energy Holdings Company J. Andreasen, MidAmerican Energy Holdings Company D. Tubbs, MidAmerican Energy Company, C. Crane, Exelon Generation Company, LLC J. Benjamin, Exelon Generation Company, LLC T. O'Neill, Exelon Generation Company, LLC

LEBOEUF, LAMB, GREENE & MACRAE LLP NEW YORK 1875 CONNECTICUT AVE., N.W.

LONDON WASHINGTON D.C.

PARTNERSHIP ALBANY SUITE 12 PARIS BOSTON WASHINGTON, D.C. 20009-5728 BRUSSELS CHICAGO

.22

~-ooJOHA.NNESBURG CIAO(2021 gee-8ooo tPtYl LTD.

HARTFORD FACSIMILE: (202) 98-8 102 MOSCOW HOUSTON JACKSONV I LLE Arr R

tIATrD RIAH LOS ANGELES EMAIL ADDPES5: RAN0IPSrEN(;jLLGM.COM BISHKEK PITTSBURG H wnrrR' DIREcTDIAL: '2D21 e-ee7 ALMATY SAN FRANCISCO BEIJING August 12, 2005 ATTN: Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 Quad Cities Nuclear Power Station, Units 1 and 2 Facility Operating License Nos. 50254 and 265

Reference:

Notification of Anticipated Stock Conversion.

I. INTRODUCTION MidAmerican Energy Holdings Company ("MEHC") is an Iowa corporation with its principal place of business in Des Moines, Iowa. MEHC is an exempt public utility holding company under Section 3(a)(1) of the Public Utility Holding Company Act of 1935, as amended

("PUHCA"). One of MEHC's wholly owned subsidiaries is MidAmerican Energy Company

("MidAmerican Energy").

MidAmerican Energy is the holder, along with Exelon Generation Company, LLC (formerly Commonwealth Edison Company) ("EGC"), of Facility Operating Licenses Nos.

DPR-29 and DPR-30 for Quad Cities Nuclear Power Station, Units 1 and 2 ("Quad Cities").

MidAmerican Energy holds a 25% ownership interest in Quad Cities, and is a minority, non-operating licensee. EGC owns the remaining 75% share of Quad Cities and is the licensed operator.

MEHC and MidAmerican Energy are filing this letter to inform the Nuclear Regulatory Commission ("NRC" or "the Commission") concerning certain changes in circumstances that may occur within the coming months.

August 12, 2005 Page 2 II.

BERKSHIRE HATHAWAY STOCK CONVERSION MEHC anticipates that there will be a change in its upstream capital structure now that the new energy legislation, the Domenici-Barton Energy Policy Act of 2005 ("Energy Act'),' was signed into law by President Bush on August 8, 2005. Among other things, the Energy Act repeals PUHCA effective six months after enactment.

As a result of the repeal of PUHCA, Berkshire Hathaway Inc. ("Berkshire Hathaway") intends to convert its convertible preferred stock in MEHC into common shares, increasing Berkshire Hathaway's 9.9% voting interest in MEHC to a voting interest of approximately 83.75% (or 80.5% on a diluted basis) of the common stock of MEHC (the "Conversion"). This letter is to inform the Commission of that proposed Conversion.

MEHC is a privately owned company with publicly traded fixed-income securities.2 The private investor group which currently owns MEHC consists of Berkshire Hathaway, Walter Scott, Jr. (including family interests), David Sokol (chairman and chief executive officer of MEHC) and Gregory Abel (president and chief operating officer of MEHC).

Berkshire Hathaway currently has a voting interest in MEHC of approximately 9.9.3 Voting control of MEHC currently rests with Mr. Scott. Since PUHCA was repealed, Berkshire Hathaway has the option of converting its preferred, non-voting stock to common stock. If Berkshire Hathaway chooses to proceed with the Conversion, Berkshire Hathaway will have a voting interest in MEHC and its subsidiaries, including MidAmerican Energy, of approximately 83.75%. Thus voting control over MEHC would be transferred from Mr. Scott to Berkshire Hathaway.

Significantly, there will be no new owners of MEHC as a result of the Conversion; only the relative voting interests of current owners will change. Upon Conversion, It H.R. Rep. No. 109-190 (Conf. Rep.).

2 See MidAmerican Energy Co., 89 FERC a 62,225 (1999).

3 Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the fivee largest auto insurers in the United States, General Re, one of the four largest re-insurers in the world, and the Berkshire Hathaway Reinsurance Group.

August 12, 2005 Page 3 Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors.

III.

DE MINIMIS NRC CHANGES As a result of the Berkshire conversion, there will be no operational changes to MEHC. After the conversion, Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors. MEHC will not change its name or corporate identity. The license is held by MidAmerican Energy, a subsidiary of MEHC.

There will be no diminution in either the expertise or financial condition of the licensee. The proposed conversion of preferred stock to common will not cause any lien, encumbrance or other form of debt to be placed upon the Quad Cities facility, nor will it have any effect upon the operation, financial condition, or other relevant facts regarding the Quad Cities facility.

MidAmerican Energy will not change its name or corporate identity, and will remain a non-operating licensee. If and when the proposed conversion is effectuated, MidAmerican Energy will promptly inform the Commission. It is not anticipated after the conversion of the Berkshire preferred stock that there will be more than one non-U.S. citizen participating on the board of MEHC.4 IV.

CONCLUSION It is respectfully submitted that inasmuch as: (1) there will be no changes to MidAmerican Energy, the non-operating licensee; (2) there will be no operational changes at MEHC (the holding company level); and (3) that the only change will be the relative voting interests of the investment group as described in this letter, these de minimis NRC changes do not trigger the threshold requiring that a formal license transfer application be filed.

Accordingly, it is respectfully requested that additional formal NRC approvals not be required in co~nnection with the Berkshire stock conversion, other than this notification filing, plus any additional information that the NRC Staff may request. Expeditious handling of this matter is 4 Greg Abel who is one of the MEHC shareholders and is on the MEHC board is a Canadian citizen.

August 12, 2005 Page 4 respectfully requested, particularly if a formal transfer application process for the Berkshire stock conversion is deemed necessary.

We appreciate your attention to this matter. Should you have any questions or comments, please feel free to contact Sam Behrends, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C., 20009 (sbehrendgllgm.com) and Robert M.Andersen, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C. 20009 (randersengllgm.com).

Sincerely yours, Samuel Behrends IV Robert M. Andersen Attorneys for MEHC cc:

D. Anderson, MidAmerican Energy Holdings Company J. Andreasen, MidAmerican Energy Holdings Company D. Tubbs, MidAmerican Energy Company, C. Crane, Exelon Generation Company, LLC J. Benjamin, Exelon Generation Company, LLC T. O'Neill, Exelon Generation Company, LLC

LEBOEUF, LAMB, GREENE & MACRAE LLP NEW YORK 1875 CONNECTICUT AVE., N.W.

LONDON WASHINGTON. D.C.

PArINTINALHI ALBANY SUITE I200 PARIS BOSTON WASHINGTON, D.C. 20009-5728 BRUSSELS CHICAGO (202) 980-8000 IPTY) LTD.

HARTFORD FACSIMILE: (202) 98C-8 102 MOSCOW HOUSTON RIYADH JACKSONV ILLE Ar7ILIATED omFcr LOS ANGELES E-MAIL DGA.PrS3 RAtI`LEP([:N(;LLGM.C.CM BISHKEK PITTSBURG H WRfr'*5 DIRECT DIAL:

06Cz sEe-ea7 ALMATY SAN FRANCISCO BEIJING August 12, 2005 ATfN: Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 Quad Cities Nuclear Power Station, Units 1 and 2 Facility Operating License Nos. 50254 and 265

Reference:

Notification of Anticipated Stock Conversion.

1. INTRODUCTION MidAmerican Energy Holdings Company ("MEHC") is an Iowa corporation with its principal place of business in Des Moines, Iowa. MEHC is an exempt public utility holding company under Section 3(a)(1) of the Public Utility Holding Company Act of 1935, as amended

("PUHCA"). One of MEHC's wholly owned subsidiaries is MidAmerican Energy Company

("MidAmerican Energy").

MidAmerican Energy is the holder, along with Exelon Generation Company, LLC (formerly Commonwealth Edison Company) ("EGC"), of Facility Operating Licenses Nos.

DPR-29 and DPR-30 for Quad Cities Nuclear Power Station, Units 1 and 2 ("Quad Cities").

MidAmerican Energy holds a 25% ownership interest in Quad Cities, and is a minority, non-operating licensee. EGC owns the remaining 75% share of Quad Cities and is the licensed operator.

MEHC and MidAmerican Energy are filing this letter to inform the Nuclear Regulatory Commission ("NRC" or "the Commission") concerning certain changes in circumstances that may occur within the coming months.

August 12, 2005 Page 2 II.

BERKSHIRE HATHAWAY STOCK CONVERSION MEHC anticipates that there will be a change in its upstream capital structure now that the new energy legislation, the Domenici-Barton Energy Policy Act of 2005 ("Energy Act"),' was signed into law by President Bush on August 8, 2005. Among other things, the Energy Act repeals PUHCA effective six months after enactment.

As a result of the repeal of PUHCA, Berkshire Hathaway Inc. ("Berkshire Hathaway") intends to convert its convertible preferred stock in MEHC into common shares, increasing Berkshire Hathaway's 9.9% voting interest in MEHC to a voting interest of approximately 83.75% (or 80.5% on a diluted basis) of the common stock of MEHC (the "Conversion"). This letter is to inform the Commission of that proposed Conversion.

MEHC is a privately owned company with publicly traded fixed-income securities.2 The private investor group which currently owns MEHC consists of Berkshire Hathaway, Walter Scott, Jr. (including family interests), David Sokol (chairman and chief executive officer of MEHC) and Gregory Abel (president and chief operating officer of MEHC).

Berkshire Hathaway currently has a voting interest in MEHC of approximately 9.9.3 Voting control of MEHC currently rests with Mr. Scott. Since PUHCA was repealed, Berkshire Hathaway has the option of converting its preferred, non-voting stock to common stock. If Berkshire Hathaway chooses to proceed with the Conversion, Berkshire Hathaway will have a voting interest in MEHC and its subsidiaries, including MidAmerican Energy, of approximately 83.75%. Thus voting control over MEHC would be transferred from Mr. Scott to Berkshire Hathaway.

Significantly, there will be no new owners of MEHC as a result of the Conversion; only the relative voting interests of current owners will change. Upon Conversion, I

H.R. Rep. No. 109-190 (Conf. Rep.).

2 See MidAmerican Energy Co., 89 FERC 1 62,225 (1999).

3 Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the five largest auto insurers in the United States, General Re, one of the four largest re-insurers in the world, and the Berkshire Hathaway Reinsurance Group.

August 12, 2005 Page 3 Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors.

III.

DE MINIMIS NRC CHANGES As a result of the Berkshire conversion, there will be no operational changes to MEHC. After the conversion, Berkshire Hathaway would have the rights of a common stockholder and the ability to elect the MEHC board of directors. MEHC will not change its name or corporate identity. The license is held by MidAmerican Energy, a subsidiary of MEIC.

There will be no diminution in either the expertise or financial condition of the licensee. The proposed conversion of preferred stock to common will not cause any lien, encumbrance or other form of debt to be placed upon the Quad Cities facility, nor will it have any effect upon the operation, financial condition, or other relevant facts regarding the Quad Cities facility.

MidAmerican Energy will not change its name or corporate identity, and will remain a non-operating licensee. If and when the proposed conversion is effectuated, MidAmerican Energy will promptly inform the Commission. It is not anticipated after the conversion of the Berkshire preferred stock that there will be more than one non-U.S. citizen participating on the board of MEHC.4 IV.

CONCLUSION It is respectfully submitted that inasmuch as: (1) there will be no changes to MidAmerican Energy, the non-operating licensee; (2) there will be no operational changes at MIEHC (the holding company level); and (3) that the only change will be the relative voting interests of the investment group as described in this letter, these de minimis NRC changes do not trigger the threshold requiring that a formal license transfer application be filed.

Accordingly, it is respectfully requested that additional formal NRC approvals not be required in connection with the Berkshire stock conversion, other than this notification filing, plus any additional information that the NRC Staff may request. Expeditious handling of this matter is 4 Greg Abel who is one of the MEHC shareholders and is on the MEHC board is a Canadian citizen.

August 12, 2005 Page 4 respectfully requested, particularly if a formal transfer application process for the Berkshire stock conversion is deemed necessary.

We appreciate your attention to this matter. Should you have any questions or comments, please feel free to contact Sam Behrends, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C., 20009 (sbehrend~llgm.com) and Robert M.Andersen, LeBoeuf, Lamb, Greene & MacRae, LLP, Suite 1200, Washington, D.C. 20009 (randersen(lIgm.com).

Sincerely yours, Samuel Behrends IV Robert M. Andersen Attorneys for MEHC cc:

D. Anderson, MidAmerican Energy Holdings Company J. Andreasen, MidAmerican Energy Holdings Company D. Tubbs, MidAmerican Energy Company, C. Crane, Exelon Generation Company, LLC J. Benjamin, Exelon Generation Company, LLC T. O'Neill, Exelon Generation Company, LLC

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