SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
************************************
In the Matter of
Alliant Energy Corporation, et al. CERTIFICATE
PURSUANT TO
File No. 70-9891 RULE 24
(Public Utility Holding Company Act
of 1935)
************************************
This Certificate of Notification (the "Certificate") is filed by Alliant
Energy Corporation ("Alliant Energy"), a registered holding company under the
Public Utility Holding Company Act of 1935, as amended (the "Act"), and its
wholly-owned subsidiary, Alliant Energy Resources, Inc. ("Resources"), in
connection with the transactions proposed in the Form U-1
Application-Declaration (the "Application-Declaration"), as amended, of Alliant
Energy and Resources (collectively, the "Applicants") in File No. 70-9891. These
transactions were authorized by order of the Securities and Exchange Commission
(the "Commission") dated October 3, 2001 (the "Order"), as amended.
This Certificate is for the period covering April 1, 2004 - June 30, 2004
(hereinafter referred to as the "period").
The Applicants hereby certify the matters set forth below pursuant to Rule
24 of the rules under the Act:
1. A computation in accordance with rule 53(a) setting forth Alliant
Energy's "aggregate investment" in all EWGs and FUCOs, its
"consolidated retained earnings" and a calculation of the amount
remaining under the Requested EWG/FUCO Investment Authority.
ANSWER:
See attached Exhibit A
2. A chart showing Alliant Energy's aggregate investment in each EWG or
FUCO compared to the Requested EWG/FUCO Investment Authority. The
chart should also identify any new EWG or FUCO, compared to the
Requested EWG/FUCO Investment Authority, in which Alliant Energy has
invested or committed to invest during the preceding quarter.
ANSWER:
See attached Exhibit A
-1-
3. The consolidated capitalization ratio of Alliant Energy, with
consolidated debt to include all short-term debt and all other system
debt, both recourse and nonrecourse, including debt of EWGs and FUCOs.
ANSWER:
See attached Exhibit B
4. The market-to-book ratio of Alliant Energy's common stock.
ANSWER:
See attached Exhibit C
5. Analysis of the growth in consolidated retained earnings that
segregates total earnings growth of EWGs and FUCOs from that
attributable to other subsidiaries of Alliant Energy.
ANSWER:
See attached Exhibit D
6. A statement of revenues and net income for each EWG and FUCO for the
twelve months ending as of the end of that quarter.
ANSWER:
See attached Exhibit E
7. The sales of any common stock or preferred securities by Alliant
Energy and the purchase price per share and the market price per share
at the date of the agreement of sale.
ANSWER:
There were 48,200 shares of Restricted Stock issued on June 18 at
$25.405. There were 1,558,800 shares of common stock issued under a
continuous equity offering program at the average price of $24.4604.
-2-
8. The total number of shares of Alliant Energy common stock issued or
issuable under options granted during the quarter under employment
benefit plans and dividend reinvestment plans including any employee
benefit plans or dividend reinvestment plans later adopted;
ANSWER:
See attached Exhibit F
9. If a guaranty is issued during the quarter, the name of the guarantor,
the name of the beneficiary of the guaranty and the amount, terms and
purpose of the guaranty.
ANSWER:
See attached Exhibits G
10. The amount and terms of any Alliant Energy indebtedness issued during
the quarter.
ANSWER:
None
11. The amount and terms of any financings consummated by any Nonutility
Subsidiary that is not exempt under rule 52.
ANSWER:
None
12. The notional amount and principal terms of any Interest Rate Hedges or
Anticipatory Hedges entered into during the quarter and the identity
of the other parties to the transaction.
ANSWER:
None
13. The name, parent company and amount invested in any intermediate
subsidiary or financing, subsidiary during the quarter and the amount
and terms of any securities issued by those subsidiaries during the
quarter.
-3-
ANSWER:
See attached Exhibit H
14. A list of U-6B-2 forms filed with the Commission during the quarter,
including the name of filing entity and the date of the filing.
ANSWER:
Alliant Energy Corporate Services, Inc. filed a U-6B-2 on May 11,
2004.
Wisconsin Power and Light Company, Inc. filed a U-6B-2 on May 10,
2004.
15. Consolidated balance sheets as of the end of the quarter and separate
balance sheets as of the end of the quarter for each company,
including Alliant Energy, that has engaged in jurisdictional financing
transactions during the quarter.
ANSWER:
Incorporated by reference to Alliant Energy's Form 10-Q for the
quarter ended June 30, 2004.
16. A table showing, as of the end of the quarter, the dollar and
percentage components of the capital structure of Alliant Energy on a
consolidated basis and of each Utility Subsidiary.
ANSWER:
See attached Exhibit I
17. A retained earnings analysis of Alliant Energy on a consolidated basis
and of each Utility Subsidiary detailing gross earnings, goodwill
amortization, dividends paid out of each capital account and the
resulting capital account balances at the end of the quarter.
ANSWER:
See attached Exhibit J
18. Registration statements filed under the Securities Act of 1933 with
respect to securities that are subject of this Application will be
filed or incorporated by reference as exhibits to the next certificate
filed under rule 24.
-4-
ANSWER:
Alliant Energy Corporation filed a Registration Statement on Form S-3
on March 31, 2004 (File No. 333-114062) which was declared effective
at 10:00 AM E.D.S.T. on April 15, 2004.
Interstate Power and Light Company filed a Registration Statement on
Form S-3 on March 31, 2004 (File No. 333-114065) which was declared
effective at 10:00 AM E.D.S.T. on April 15, 2004.
Wisconsin Power and Light Company filed a Registration Statement on
Form S-3 on March 31, 2004 (File No. 333-114063) which was declared
effective at 10:00 AM E.D.S.T. on April 15, 2004.
Alliant Energy Corporation filed a Registration Statement on Form S-3
on April 9, 2004 (File No. 333-114361) which was declared effective at
10:00 AM E.D.S.T. on April 28, 2004.
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned companies have duly caused this Certificate to
be signed on their behalf by the undersigned thereunto duly authorized.
ALLIANT ENERGY CORPORATION
By: /s/ Thomas L Hanson
---------------------------------------------
Name: Thomas L. Hanson
Title: Vice President and Treasurer
August 27, 2004
-5-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit A
Report Period: April 1, 2004 - June 30, 2004
Item 1: A computation in accordance with rule 53(a) setting forth Alliant
Energy's "aggregate investment" in all EWGs and FUCOs, its "consolidated
retained earnings" and a calculation of the amount remaining under the
Requested EWG/FUCO Investment Authority.
Item 2: A chart showing Alliant Energy's aggregate investment in each EWG or
FUCO compared to the Requested EWG/FUCO Investment Authority. The chart
should also identify any new EWG or FUCO, compared to the Requested
EWG/FUCO Investment Authority, in which Alliant Energy has invested or
committed to invest during the preceding quarter.
June 30, 2004
Aggregate
Investments Commitments Investment
-------------------------------------------------
(dollars in millions)
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. $ - $ - $ -
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. - - -
Anhui New Energy Heat & Power Co. Ltd. 14.4 - 14.4
Catleo Energia S.A. - - -
Companhia de Electricidade de Nova Friburgo S.A. - - -
Companhia Energetica da Borborema S.A. - - -
Companhia Forca e Luz Cataguazes-Leopoldina S.A. 1.0 - 1.0
Empresa Energetica de Sergipe S.A. 0.2 - 0.2
Hebei Wuan Peak Heat and Power Co. Ltd. 7.7 - 7.7
Henan Anfeng Electric Power Co. Ltd. 9.0 - 9.0
Henan Yongfeng Electric Power Co. Ltd. 11.0 - 11.0
Infratil Ltd. 15.0 - 15.0
Jiaxing JIES Power & Heat Co. Ltd. 13.4 - 13.4
LDM Utility Co., S.A. de C.V. 40.5 - 40.5
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 15.3 - 15.3
Sociedade Anonima de Eletrificacao da Paraiba S.A. 90.2 - 90.2
Tai An Hua Feng Peak Heat and Power Co. Ltd. 6.3 - 6.3
Tai An Xin Wen Peak Heat and Power Co. Ltd. - - -
Tangshan Peak Heat & Power Co. Ltd. 48.5 - 48.5
Tongxiang TIES Power & Heat Co. Ltd. 10.4 - 10.4
TrustPower Ltd. 44.1 - 44.1
Usina Termeletrica de Juiz De Fora S.A. 13.9 - 13.9
Zouping Peak CHP Co. Ltd. 15.9 - 15.9
-------------------------------------------------
Aggregate Investments in Foreign Utility Companies (FUCOs) 356.8 - 356.8
-------------------------------------------------
Alliant Energy Neenah, LLC 56.0 - 56.0
Guarantee of the debt security of a 6 Mw low Btu gas electric generating
facility in Cedar Rapids, Iowa - 4.2 4.2
Costs and commitments related to a 300 Mw, natural gas fired, generating
facility in Sheboygan Falls, Wisconsin - 76.3 76.3
-------------------------------------------------
Aggregate Investments in Electric Wholesale Generators (EWGs) 56.0 80.5 136.5
-------------------------------------------------
Total Aggregate Investments in EWGs and FUCOs 412.8 80.5 493.3
=================================================
Balance at Average
end of quarter balance
-------------------------------------------------
Alliant Energy's consolidated retained earnings at September 30, 2003 819.4
Alliant Energy's consolidated retained earnings at December 31, 2003 840.4
Alliant Energy's consolidated retained earnings at March 31, 2004 846.8
Alliant Energy's consolidated retained earnings at June 30, 2004 805.9
-------------------------------------------------
Alliant Energy's "consolidated retained earnings" at March 31, 2004 828.1
(average of ending balance of four previous quarters)
---------------------
Amount remaining under the Requested EWG/FUCO Investment Authority. $ 334.8
=====================
-6-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit B
Report Period: April 1, 2004 - June 30, 2004
Item 3: The consolidated capitalization ratio of Alliant Energy, with
consolidated debt to include all short-term debt and all other system debt,
both recourse and nonrecourse, including debt of EWGs and FUCOs.
Alliant Energy Corporation Consolidated Statement of Capitalization
June 30, 2004
(amounts in thousands of dollars)
Amounts Percentage
--------------------------------
Common equity $ 2,371,546 47.59%
Cumulative preferred stock 243,803 4.89%
Consolidated debt (1) 2,367,950 47.52%
--------------------------------
$ 4,983,299 100.00%
================================
(1)
Long-term debt, net (excluding current portion) $ 2,202,828
Current maturities and sinking funds 7,947
Variable rate demand bonds 55,100
Commercial paper 88,000
Other short-term borrowings 14,075
-------------------
$ 2,367,950
===================
-7-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit C
Report Period: April 1, 2004 - June 30, 2004
Item 4: The market-to-book ratio of Alliant Energy's common stock.
Market value per share at June 30, 2004 $ 26.08
Common equity at June 30, 2004 (in thousands) $ 2,371,546
Total shares outstanding at June 30, 2004 113,177,544
Book value per share at June 30, 2004 $ 20.95
Market-to-book ratio of Alliant Energy's common stock 124.46%
================
-8-
Certificate Pursuant to Rule 24
Exhibit D
Report Period: April 1, 2004 - June 30, 2004
Item 5: Analysis of the growth in consolidated retained earnings that segregates
total earnings growth of EWGs and FUCOs from that attributable to other
subsidiaries of Alliant Energy.
Alliant Energy Corporation
Statement of Retained Earnings
For the Three Months Ended June 30, 2004
(amounts in thousands of dollars)
Beginning balance (March 31, 2004) $ 846,788
Net income/(loss):
From EWGs and FUCOs (*) 6,806
Other (19,889)
--------------
Total net income/(loss) (13,083)
Common stock dividends (27,767)
-------------
Ending balance (June 30, 2004) $ 805,938
=============
(*) Amount does not include the allocation of interest, tax or corporate
expenses.
-9-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit E
Report Period: April 1, 2004 - June 30, 2004
Item 6: A statement of revenues and net income for each EWG and FUCO for the
twelve months ending as of the end of that quarter.
For the twelve months ended June 30, 2004
----------------------------------------------
Revenues Net Income/(Loss)
------------------ --------------------------
Alliant Energy Neenah, LLC $ 16,052,538 $ 6,678,655
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. $ 1,093,060 $ 355
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. $ - $ -
Anhui New Energy Heat & Power Co. Ltd. $ 23,966,377 $ 2,476,859
Catleo Energia S.A. $ 9,331,111 $ 6,783,466
Companhia de Electricidade de Nova Friburgo S.A. $ 26,089,823 $ 1,163,927
Companhia Energetica da Borborema S.A. $ 32,254,585 $ 965,046
Companhia Forca e Luz Cataguazes-Leopoldina S.A. $ 98,130,157 $ (2,015,151)
Empresa Energetica de Sergipe S.A. $ 143,693,362 $ 13,496,964
Hebei Wuan Peak Heat and Power Co. Ltd. $ 7,207,404 $ (15,852)
Henan Anfeng Electric Power Co. Ltd. $ 11,463,173 $ 1,420,885
Henan Yongfeng Electric Power Co. Ltd. $ 10,004,246 $ 162,790
Infratil Ltd. (*) $ 92,590,487 $ 13,776,229
Jiaxing JIES Power & Heat Co. Ltd. $ 19,447,545 $ 1,561,939
LDM Utility Co., S.A. de C.V. (**) $ 4,174 $ (2,260,376)
Shijiazhuang Chengfeng Cogeneration Co. Ltd. $ 9,372,818 $ 2,591,955
Sociedade Anonima de Eletrificacao da Paraiba S.A. $ 171,124,869 $ 15,248,808
Tai An Hua Feng Peak Heat and Power Co. Ltd. $ 9,532,748 $ 2,921,054
Tai An Xin Wen Peak Heat and Power Co. Ltd. $ 11,186,678 $ 3,097,102
Tangshan Peak Heat and Power Co. Ltd. $ 27,284,637 $ 3,279,723
Tongxiang TIES Power & Heat Co. Ltd. $ 10,574,532 $ 1,303,453
TrustPower Ltd. (*) $ 387,257,684 $ 37,928,323
Usina Termeletrica de Juiz De Fora S.A. $ 36,557,870 $ 3,825,334
Zouping Peak CHP Co. Ltd. $ 17,571,840 $ 598,165
(*) The most recently available information for Alliant Energy's FUCOs in New
Zealand is the twelve months ended March 31, 2004.
(**) The most recently available information for LDM Utility Co., S.A. de C.V.
is the twelve months ended December 31, 2003.
-10-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit F
Report Period: April 1, 2004 - June 30, 2004
Item 8: The total number of shares of Alliant Energy common stock issued or
issuable under options granted during the quarter under employment benefit
plans and dividend reinvestment plans including any employee benefit plans
or dividend reinvestment plans later adopted.
Original Issue
Shareowner Long-term Equity
Date Direct Plan 401K Incentive Plan
------------------------------------------------------------------------
4/15/2004 16,773 - -
5/03/2004 - - 10,694
5/04/2004 - - 4,060
5/07/2004 - - 1,901
5/12/2004 - - 4,641
5/13/2004 - - 1,700
5/14/2004 - - 2,067
5/17/2004 135,585 - -
5/17/2004 - 54,531 -
6/15/2004 17,212 - -
6/18/2004 - - 48,200
7/15/2004 14,675 - -
7/28/2004 - - 27,173
7/30/2004 - - 2,090
------------------------------------------------------------------------
TOTALS 184,245 54,531 102,526
Grand Total: 341,302
-11-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit G
Report Period: Quarter Ending June 30, 2004
Item 9: If a guaranty is issued during the quarter, the name of the guarantor,
the name of the beneficiary of the guaranty and the amount, terms and
purpose of the guaranty.
Date of
Issue/
Amend- Date of Amount
Guarantor On Behalf Of Purpose Name of Guaranteed Party ment Expiration Guaranteed
-----------------------------------------------------------------------------------------------------------------------------------
Resources NG Energy Purchase/Sale of Natural Wisconsin Electric Power Co. 5/06/2004 6/10/2005 $ 150,000
Trading, LLC Gas Wisconsin Gas Co.
Alliant Energy NG Energy Gas Transportation Viking Gas Transmission Co. 5/20/2004 12/10/2004 $ 575,000
Trading, LLC
Alliant Energy NG Energy Gas Transportation Midwestern Gas Transmission 5/24/2004 9/30/2004 $ 300,000
Trading, LLC Company
Alliant Energy AECS** Transmission The PJM Interconnection, LLC 3/29/2004 8/30/2004 $ 7,000,000
** Alliant Energy Corporate Services, Inc.
Amount
Guarantor On Behalf Of Purpose Name of Guaranteed Party Period Guaranteed
-----------------------------------------------------------------------------------------------------------------------------------
Bonds:
Alliant Energy Alliant South Blanket Railroad 6/01/04-7/01/05 $ 25,000
Texas Pipeline Performance Bond Commission of TX
Alliant Energy Alliant Energy Blanket Railroad 6/30/04-6/30/05 $ 25,000
Oakhill Pipeline Performance Bond Commission of TX
Alliant Energy Alliant Energy Performance/ TVIG 6/14/04-6/14/05 $ 1,459,696
Corporate Services Payment Bond
Alliant Energy Cogenex Performance/ Howard University 6/18/04-6/18/05 $ 8,673,294
Payment Bond
-12-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit H
Report Period: April 1, 2004 - June 30, 2004
Item 13: The name, parent company and amount invested in any intermediate
subsidiary or financing subsidiary during the quarter and the amount and
terms of any securities issued by those subsidiaries during the quarter.
Alliant Energy Corporation did not form any intermediate subsidiaries during the
period from April 1, 2004 through June 30, 2004.
Alliant Energy Corporation did not form any financing subsidiaries during the
period from April 1, 2004 through June 30, 2004.
Alliant Energy and its subsidiaries are authorized by the Securities and
Exchange Commission to invest up to $800 million in additional "energy assets"
through December 31, 2004. As of September 30, 2003, Alliant Energy and its
subsidiaries had used approximately $401 million ($397 million by Whiting
Petroleum Corporation (WPC) and $4 million by various other Alliant Energy
subsidiaries). In the fourth quarter of 2003, Alliant Energy completed an
Initial Public Offering (IPO) of WPC, leaving Alliant Energy with a 5.76%
ownership interest in WPC as of December 31, 2003. Alliant Energy will include
5.76% of the $397 million of investments in energy assets by WPC and $4 million
of investments in energy assets by various other Alliant Energy subsidiaries as
of June 30, 2004. Alliant Energy did not have any changes in its investments in
"energy assets" during the second quarter of 2004.
-13-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit I
Report Period: April 1, 2004 - June 30, 2004
Item 16: A table showing, as of the end of the quarter, the dollar and
percentage components of the capital structure of Alliant Energy on a
consolidated basis and of each Utility Subsidiary.
Consolidated Statements of Capitalization Interstate Power and Wisconsin Power and
June 30, 2004 Alliant Energy Corporation Light Company Light Company
(amounts in thousands of dollars)
Amounts Percentage Amounts Percentage Amounts Percentage
---------------------------- ---------------------------- -----------------------
Common equity $ 2,371,546 47.59% $ 1,055,477 48.03% $ 1,019,283 66.26%
Cumulative preferred stock 243,803 4.89% 183,840 8.37% 59,963 3.90%
Consolidated debt (1) 2,367,950 47.52% 958,102 43.60% 459,069 29.84%
--------------------------- ---------------------------- ------------------------
$ 4,983,299 100.00% $ 2,197,419 100.00% $ 1,538,315 100.00%
============================ =========================== =======================
(1)
Long-term debt, net (excluding current portion) $ 2,202,828 $ 937,602 $ 336,469
Current maturities and sinking funds 7,947 - -
Variable rate demand bonds 55,100 - 55,100
Commercial paper 88,000 20,500 67,500
Other short-term borrowings 14,075 - -
----------------- ----------------- ------------------
$ 2,367,950 $ 958,102 $ 459,069
================= ================= ==================
-14-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit J
Report Period: April 1, 2004 - June 30, 2004
Item 17: A retained earnings analysis of Alliant Energy on a consolidated basis
and of each Utility Subsidiary detailing gross earnings, goodwill
amortization, dividends paid out of each capital account and the resulting
capital account balances at the end of the quarter.
Statement of Retained Earnings
For the Three Months Ended June 30, 2004
(amounts in thousands of dollars)
Alliant Energy
Interstate Power Wisconsin Power Corporation
and Light Company and Light Company Consolidated
Beginning balance (March 31, 2004) $ 359,793 $ 439,518 $ 846,788
Gross earnings (1) 8,617 30,354 (13,083)
Goodwill amortization (2) - - -
Common stock dividends (25,514) (22,235) (27,767)
------------------------------------------------------------
Ending balance (June 30, 2004) $ 342,896 $ 447,637 $ 805,938
============================================================
(1) Gross earnings is defined as net income excluding goodwill amortization.
(2) Pursuant to the adoption of FAS142 on January 1, 2002, Alliant Energy
Corporation and its consolidated subsidiaries ceased the amortization of
goodwill.