SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
********************************************
In the Matter of
Alliant Energy Corporation, et al. CERTIFICATE
File No. 70-9891 PURSUANT TO
(Public Utility Holding Company Act of 1935) RULE 24
********************************************
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 October 1, 2002 - December 31,
2002 (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
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:
Market value per share at December 31, 2002 $ 16.55
Common equity at December 31, 2002 $ 1,836,190,000
Total shares outstanding at December 31, 2002 92,304,220
Book value per share at December 31, 2002 $ 19.89
Market-to-book ratio of Alliant Energy's common stock 83.20%
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 C
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 D
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:
None
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:
There were no options granted during this period.
See attached Exhibit E
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 F
10. The amount and terms of any Alliant Energy indebtedness issued during the
quarter.
ANSWER:
Alliant Energy entered into a syndicated 364-day credit facility in the
amount of $565 million on October 11, 2002 with eighteen banking institutions.
The facility is available for short-term advances or for liquidity to backstop
the issuance of commercial paper. The total commitments made under this facility
were reduced to $450 million on December 31, 2002.
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.
ANSWER:
Alliant Energy Corporation invested $6.9 million in nonutility energy
assets during the period from October 1, 2002 through December 31, 2002.
Whiting Petroleum Corporation's Energy Asset Investments:
------------------------------------------------------------
RSEC ($292,827)
JJ Martin $ 111,895
Wolverine $1,897,000
Kansas Leases $1,297,098
------------
Sub-total: $3,013,166
Leasing and other activity $3,944,113
Proceeds from sales ($100,000)
============
Total: $6,857,279
Alliant Energy Corporation formed the following intermediate subsidiaries during
the period from October 1, 2002 through December 31, 2002. This intermediate
subsidiary is designated with an asterisk while its parent company is designated
as such. The amounts in parentheses represent the amount of investment in that
intermediate subsidiary during the period from October 1, 2002 through December
31, 2002.
Alliant Energy Resources, Inc.
AEG Worldwide, Inc. * - ($7.8 million)
AEG Worldwide, Inc.
Alliant Energy Generation, Inc. * - ($0)
Peak Pacific Investment Company Ltd.
Peak Pacific (China) Investment Company Ltd. * - ($0)
Peak Xin Wen Pte Ltd. * - ($0)
Alliant Energy Corporation did not form any financing subsidiaries during the
period from October 1, 2002 through December 31, 2002.
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:
(1) Alliant Energy Corporate Services, Inc. filed a U-6B-2 on November 14,
2002.
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-K for the year ended
December 31, 2002.
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 G
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 H
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.
ANSWER:
None
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
March 31, 2003
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit A
Report Period: October 1, 2002 - December 31, 2002
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.
December 31, 2002
Aggregate
Investments Commitments Investment
----------------------------------
(dollars in millions)
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. (Inactive) $ - $ - $ -
Alliant Energy Renewable Resources Ltd. (Inactive) - - -
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. (Inactive) - - -
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. 9.4 - 9.4
Henan Yongfeng Electric Power Co. Ltd. 11.4 - 11.4
Infratil Ltd. 15.0 - 15.0
Jiaxing JIES Power & Heat Co. Ltd. 13.4 - 13.4
LDM Utility Co., S.A. de C.V. 37.6 21.8 59.4
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 14.0 - 14.0
Sociedade Anonima de Eletrificacao da Paraiba S.A. 90.2 - 90.2
Southern Hydro Partnership 50.4 29.2 79.6
Tai An Hua Feng Peak Heat and Power Co. Ltd. 6.3 - 6.3
Tangshan Peak Heat & Power Co. Ltd. (formed with the merger of Luannan Peak Heat & Power Company Ltd.
and Luannan Peak Second Heat & Power Company Ltd.) 48.2 - 48.2
Tongxiang TIES Power & Heat Co. Ltd. 10.4 - 10.4
TrustPower Ltd. 65.4 - 65.4
Usina Termeletrica de Juiz De Fora S.A. 13.9 - 13.9
Zouping Peak CHP Co. Ltd. 16.6 - 16.6
Guarantee of debt security intended to finance future FUCO investments - 25.0 25.0
------------------------------
Aggregate Investments in Foreign Utility Companies (FUCOs) 425.5 76.0 501.5
------------------------------
-
Development costs and commitment to purchase a 309 Mw natural gas generating facility in Neenah, WI 0.3 59.6 59.9
Guarantee of the debt security of a 6 Mw low Btu gas electric generating facility in Cedar Rapids, Iowa - 4.4 4.4
------------------------------
Aggregate Investments in Electric Wholesale Generators (EWGs) 0.3 64.0 64.3
------------------------------
Total Aggregate Investments in EWGs and FUCOs 425.8 140.0 565.8
------------------------------
Balance at Average
end of quarter balance
------------------------
Alliant Energy's consolidated retained earnings at March 31, 2002 797.2
Alliant Energy's consolidated retained earnings at June 30, 2002 758.5
Alliant Energy's consolidated retained earnings at September 30, 2002 757.7
Alliant Energy's consolidated retained earnings at December 31, 2002 758.2
Alliant Energy's "consolidated retained earnings" at December 31, 2002 (average of ending balance of four previous quarters) 767.9
---------
Amount remaining under the Requested EWG/FUCO Investment Authority. $ 202.1
=========
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit B
Report Period: October 1, 2002 - December 31, 2002
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
December 31, 2002
(amounts in thousands of dollars)
Amounts Percentage
------------------------------------------
Common equity $ 1,836,190 36.07%
Cumulative preferred stock 205,063 4.03%
Consolidated debt (1) 3,048,715 59.90%
------------------------------------------
$ 5,089,968 100.00%
==========================================
(1)
Long-term debt (excluding current portion) $ 2,637,803
Current maturities and sinking funds 46,591
Variable rate demand bonds 55,100
Commercial paper 195,500
Other short-term borrowings 113,721
-------------------------
$ 3,048,715
=========================
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit C
Report Period: October 1, 2002 - December 31, 2002
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 December 31, 2002
(amounts in thousands of dollars)
Beginning balance (September 30, 2002) $ 757,825
Net income/(loss):
From EWGs and FUCOs (*) 28,436
Other 17,657
----------
Total net income/(loss) 46,093
Common stock dividends (45,731)
---------
Ending balance (December 31, 2002) $ 758,187
=========
(*) Amount does not include the allocation of interest, tax or corporate
expenses.
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit D
Report Period: October 1, 2002 - December 31, 2002
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 December 31, 2002
------------------------------------------------
Revenues (**) Net Income/(Loss) (**)
------------------- -----------------------
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. (Inactive) - -
Alliant Energy Renewable Resources Ltd. - (251,345)
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. (Inactive) - -
Anhui New Energy Heat & Power Co. Ltd. 23,825,833 3,809,656
Catleo Energia S.A. 2,871,851 (5,300,491)
Companhia de Electricidade de Nova Friburgo S.A. 20,958,858 2,397,775
Companhia Energetica da Borborema S.A. 26,461,534 211,201
Companhia Forca e Luz Cataguazes-Leopoldina S.A. 75,143,930 (24,697,015)
Empresa Energetica de Sergipe S.A. 105,589,849 (6,070,040)
Hebei Wuan Peak Heat and Power Co. Ltd. 7,457,276 1,000,569
Henan Anfeng Electric Power Co. Ltd. 9,046,579 939,262
Henan Yongfeng Electric Power Co. Ltd. 10,742,277 1,712,415
Infratil Ltd. (*) 60,473,610 11,554,061
Jiaxing JIES Power & Heat Co. Ltd. 12,724,376 1,749,724
LDM Utility Co., S.A. de C.V. - -
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 8,188,546 2,550,723
Sociedade Anonima de Eletrificacao da Paraiba S.A. 136,917,334 9,781,841
Southern Hydro Partnership 40,146,660 16,136,896
Tangshan Peak Heat and Power Co. Ltd. 23,691,142 (444,380)
Tongxiang TIES Power & Heat Co. Ltd. 8,210,127 1,799,335
TrustPower Ltd. 271,956,325 19,426,387
Usina Termeletrica de Juiz De Fora S.A. 16,489,646 (11,750,278)
Tai An Hua Feng Peak Heat and Power Co. Ltd. 745,080 170,975
Zouping Peak CHP Co. Ltd. 16,200,990 3,341,832
(*) The most recently available information for Infratil Ltd. is September 30, 2002
(**) These amount are subject to adjustments proposed by the external auditors during the 2002 year end audits.
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit E
Report Period: October 1, 2002 - December 31, 2002
Item 8: The total number of shares of Alliant Energy common stock issued or
issuable under options granted during the quarter under employment benefit
plants 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
---------------------------------------------------------------
10/15/2002 65,200 - -
10/28/2002 - 29,762 -
11/15/2002 - 123,882 -
11/15/2002 448,461 - -
12/16/2002 42,348 - -
=================================================================
TOTALS 556,009 153,644 -
Grand Total: 709,653
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit F
Report Period: October 1, 2002 - December 31, 2002
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
------------------------------------------------------------------------------------------------------------------------------------
Guarantees:
Resources NG Energy Natural Gas/Oil Purchases & Nexen Marketing U.S.A. Inc. 10/24/2002 10/24/2003 $ 5,000,000
Trading, LLC Sales/Derivatives
Resources NG Energy Natural Gas/Oil Purchases & Wisconsin Electric Power 10/25/2002 06/10/2003 $ 8,625,000
Trading, LLC Sales/Derivatives Company and Wisconsin
Gas Company
Alliant NG Energy Natural Gas Transportation, ANR Pipeline Company 11/01/2002 10/31/2003 $ 25,000,000
Energy Trading, LLC Storage, Gathering, Pooling,
Purchases/Sales
Resources NG Energy Natural Gas/Oil Purchases & Entergy-Koch Trading, LP 12/17/2002 08/08/2003 $ 13,000,000
Trading, LLC Sales/Derivatives
Resources SmartEnergy, Derivatives Constellation Power Source, 11/11/2002 03/31/2003 $ 1,000,000
Inc. Inc.
Alliant Energy, Resources 364-Day Credit Agreement Merrill Lynch Capital Corp. 12/27/2002 12/26/2003 $250,000,000
HPI & Alliant (UNDRAWN as of 12/31/02 ) and Lenders
Energy Intl
Alliant Energy Resources AER 9.75% Sr. Notes Noteholders 12/26/2002 01/15/2013 $300,000,000
Alliant Energy Whiting Credit Support for $15 MM Bank One, NA 10/17/2002 12/20/2002 $ 15,000,000
Petroleum Corp. Bridge Loan
Subordination Agreements:
Resources Whiting Credit Support for $15 MM Bank One, NA 10/17/2002 12/20/2002 $ 15,000,000
Petroleum Corp. Bridge Loan
Resources Whiting Credit Support for Bank One, NA, Wachovia 12/20/2002 12/20/2006 $ 80,471,716
Petroleum Corp. $350,000,000 Credit Agrmt Bank, NA, and
Participating Banks
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit F (Continued)
Report Period: October 1, 2002 - December 31, 2002
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.
Amount
Guarantor On Behalf Of Purpose Name of Guaranteed Party Period Guaranteed
--------------------------------------------------------------------------------------------------------------------------------
Bonds:
Alliant Energy RMT Contractors Bond State of Florida 10/11/02-10/11/03 $ 50,000
Alliant Energy Whiting Oil & Gas Browning State of Montana 10/23/02-10/23/03 $ 10,000
Alliant Energy Whiting Collective Bond Ft. US Dept of 10/26/02-10/26/03 $ 50,000
Peck the Interior
Alliant Energy Whiting Special Road County of 10/31/02-10/31/04 $ 5,000
Use Bond Freestone, TX
Alliant Energy Whiting Special Road County of Leon, TX 10/31/02-10/31/04 $ 25,000
Use Bond
Alliant Energy Whiting Blanket Oil & Gas State of North Dakota 11/01/02-11/01/03 $ 100,000
Alliant Energy Whiting Blanket Oil & Gas State of North Dakota 11/01/02-11/01/03 $ 100,000
Alliant Energy Whiting Blanket Oil & Gas State of North Dakota 11/01/02-11/01/03 $ 100,000
Alliant Energy Whiting Oil & Gas > 10 wells State of North Dakota 11/29/02-11/29/03 $ 100,000
Alliant Energy Whiting Plugging Roosevelt US EPA 11/07/02-11/07/03 $ 50,000
Alliant Energy Whiting Blanket Oil & Gas State of Montana 11/01/02-11/01/03 $ 50,000
Alliant Energy RMT Right of Way Bond Road Commission 11/18/02-11/18/03 $ 5,000
for Oakland County
Alliant Energy RMT Right of Way Bond - Road Commission 11/22/02-11/22/03 $ 5,000
Permit #22-1130 for Oakland County
Alliant Energy Whiting Blanket Well Bond State of Michigan 11/27/02-11/27/03 $ 750,000
Alliant Energy Bastian Bay Right of Way US Minerals 12/15/02-12/15/03 $ 300,000
Pipeline Grant Bond Mgmt Service
Alliant Energy Cogenex Energy Savings Central Maine Power 12/31/02-12/31/03 $ 146,100
Alliant Energy Cogenex Performance/ United States 12/11/02-07/17/03 $9,359,579
Payment Bond Government
Alliant Energy Cogenex Payment Bond City of Lowell 12/06/02-12/06/05 $ 623,656
Alliant Energy IPL/AECS Worker's Comp Bond State of Illinois 12/01/02-12/01/03 $ 200,000
Alliant Energy Whiting Plugging & South Dakota Oil 12/21/02-12/21/03 $ 5,000
Performance & Gas DNR
Alliant Energy Whiting Surface Reclamation South Dakota Oil 12/21/02-12/21/03 $ 2,000
& Gas DNR
Alliant Energy Whiting Blanket Oil & Gas State of North Dakota 12/31/02-12/31/03 $ 50,000
Alliant Energy Cogenex Performance Bond United States 12/12/02-11/26/03 $5,085,245
Government
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit G
Report Period: October 1, 2002 - December 31, 2002
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
December 31, 2002
(amounts in thousands of dollars)
Interstate Power and Wisconsin Power and
Alliant Energy Corporation Light Company Light Company
Amounts Percentage Amounts Percentages Amounts Percentages
---------------------------- --------------------------- ---------------------------
Common equity $ 1,836,190 36.07% $ 866,669 46.29% $ 766,980 54.39%
Cumulative preferred stock 205,063 4.03% 145,100 7.75% 59,963 4.25%
Consolidated debt (1) 3,048,715 59.90% 860,469 45.96% 583,308 41.36%
--------------------------- ---------------------------- ----------------------------
$ 5,089,968 100.00% $ 1,872,238 100.00% $ 1,410,251 100.00%
=========================== ============================ ============================
(1)
Long-term debt (excluding current portion) $ 2,637,803 $ 855,389 $ 468,208
Current maturities and sinking funds 46,591 5,080 -
Variable rate demand bonds 55,100 - 55,100
Commercial paper 195,500 - 60,000
Other short-term borrowings 113,721 - -
------------------- ------------------ -------------------
$ 3,048,715 $ 860,469 $ 583,308
=================== ================== ===================
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit H
Report Period: October 1, 2002 - December 31, 2002
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 December 31, 2002
(amounts in thousands of dollars)
Alliant Energy
Interstate Power Wisconsin Power Corporation
and Light Company and Light Company Consolidated
Beginning balance (September 30, 2002) $ 379,175 $ 382,384 $ 757,825
Gross earnings (1) 16,788 32,413 46,093
Goodwill amortization (2) - - -
Common stock dividends (21,535) (15,495) (45,731)
----------------------------------------------------------------
Ending balance (December 31, 2002) $ 374,428 $ 399,302 $ 758,187
================================================================
(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.