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, 2003 - December 31,
2003 (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:
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 was no restricted stock issued in this period.
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 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.
ANSWER:
Alliant Energy Corporation invested $4.2 million in non-utility energy
assets during the period from October 1, 2003 through December 31, 2003.
See attached Exhibit H
Whiting Petroleum Corporation's Energy Asset Investments:
----------------------------------------------------------------------
Asset investments ($0)
Leasing and other activity $ 4,213,247
Proceeds from sales ($0)
Total: $ 4,213,247
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 12,
2003.
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, 2003.
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.
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
/s/ Thomas L Hanson
By: ------------------------------------------
Name: Thomas L. Hanson
Title: Vice President and Treasurer
March 25, 2004
-1-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit A
Report Period: October 1, 2003 - December 31, 2003
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, 2003
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. 48.6 - 48.6
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. 15.8 - 15.8
Guarantee of debt security intended to finance future FUCO investments - 25.0 25.0
-------------------------------------------
Aggregate Investments in Foreign Utility Companies (FUCOs) 356.8 25.0 381.8
-------------------------------------------
Alliant Energy Neenah, LLC 56.7 - 56.7
Guarantee of the debt security of a 6 Mw low Btu gas electric generating - 4.2 4.2
facility in Cedar Rapids, Iowa
Gas turbines acquired for a 309 Mw, gas fired, generating facility - 74.8 74.8
in Sheboygan Falls, Wisconsin
-------------------------------------------
Aggregate Investments in Electric Wholesale Generators (EWGs) 56.7 79.0 135.7
-------------------------------------------
Total Aggregate Investments in EWGs and FUCOs 413.5 104.0 517.5
-------------------------------------------
Balance at Average
end of quarter balance
--------------------------------
Alliant Energy's consolidated retained earnings at March 31, 2003 734.7
Alliant Energy's consolidated retained earnings at June 30, 2003 743.7
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 December 31, 2003
(average of ending balance of four previous quarters) 784.6
-------------------------
Amount remaining under the Requested EWG/FUCO Investment Authority. $267.1
==================
-2-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit B
Report Period: October 1, 2003 - December 31, 2003
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, 2003
(amounts in thousands of dollars)
Amounts Percentage
---------------------------------
Common equity $ 2,371,314 47.50%
Cumulative preferred stock 243,803 4.89%
Consolidated debt (1) 2,376,674 47.61%
---------------------------------
$ 4,991,791 100.00%
=================================
(1)
Long-term debt, net (excluding current portion) $ 2,123,298
Current maturities and sinking funds 69,281
Variable rate demand bonds 55,100
Commercial paper 107,500
Other short-term borrowings 21,495
-------------------
$ 2,376,674
===================
-3-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit C
Report Period: October 1, 2003 - December 31, 2003
Item 4: The market-to-book ratio of Alliant Energy's common stock.
Market value per share at December 31, 2003 $ 24.90
Common equity at December 31, 2003 (in thousands) $ 2,371,314
Total shares outstanding at December 31, 2003 110,962,910
Book value per share at December 31, 2003 $ 21.37
Market-to-book ratio of Alliant Energy's common stock 116.52%
===============
-4-
Certificate Pursuant to Rule 24
Exhibit D
Report Period: October 1, 2003 - December 31, 2003
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, 2003
(amounts in thousands of dollars)
Beginning balance (September 30, 2003) $ 819,396
Net income/(loss):
From EWGs and FUCOs (*) 15,221
Other 33,414
------------
Total net income/(loss) 48,635
Common stock dividends (27,614)
----------
Ending balance (December 31, 2003) $ 840,417
==========
(*) Amount does not include the allocation of interest, tax or corporate
expenses.
-5-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit E
Report Period: October 1, 2003 - December 31, 2003
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, 2003
--------------------------------------------------
Revenues Net Income/(Loss)
------------------- --------------------------
Alliant Energy Neenah, LLC 15,028,586 6,019,686
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. 1,086,393 49,928
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. - -
Anhui New Energy Heat & Power Co. Ltd. - -
Catleo Energia S.A. 5,212,018 7,085,015
Companhia de Electricidade de Nova Friburgo S.A. 23,713,333 814,933
Companhia Energetica da Borborema S.A. 29,220,793 1,313,039
Companhia Forca e Luz Cataguazes-Leopoldina S.A. 89,413,317 (8,377,327)
Empresa Energetica de Sergipe S.A. 130,117,526 5,947,991
Hebei Wuan Peak Heat and Power Co. Ltd. 7,556,926 1,016,969
Henan Anfeng Electric Power Co. Ltd. 9,928,452 1,249,556
Henan Yongfeng Electric Power Co. Ltd. 10,703,281 1,176,456
Infratil Ltd. (*) 76,622,095 10,174,385
Jiaxing JIES Power & Heat Co. Ltd. - -
LDM Utility Co., S.A. de C.V. (**) - -
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 8,734,440 1,136,378
Sociedade Anonima de Eletrificacao da Paraiba S.A. 151,190,963 13,783,455
Tai An Hua Feng Peak Heat and Power Co. Ltd. 8,756,501 2,902,984
Tai An Xin Wen Peak Heat and Power Co. Ltd. 5,701,694 1,621,376
Tangshan Peak Heat and Power Co. Ltd. 24,359,073 549,095
Tongxiang TIES Power & Heat Co. Ltd. - -
TrustPower Ltd. (*) 411,327,301 35,563,364
Usina Termeletrica de Juiz De Fora S.A. 33,735,660 8,483,594
Zouping Peak CHP Co. Ltd. 16,840,412 2,022,748
(*) The most recently available information for Alliant Energy's FUCOs in
New Zealand is the twelve months ended December 31, 2003.
(**) The most recently available information for LDM Utility Co., S.A. de
C.V. is the twelve months ended December 31, 2002.
-6-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit F
Report Period: October 1, 2003 - December 31, 2003
Item 8: The total number of shares of Alliant Energy common stock issued or
issuable under options granted during the quarter under employment benefit
plan 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
------------------------------------------------------------------------
9/15/2003 33,623 - -
9/29/2003 - 22,780 -
10/15/2003 22,900 - -
11/10/2003 - 20,484 -
11/17/2003 139,617 - -
11/18/2003 - 45,910 -
12/15/2003 19,893 - -
12/23/2003 - 20,409 -
========================================================================
TOTALS 216,033 109,583
Grand Total: 325,616
-7-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit G
Report Period: October 1, 2003 - December 31, 2003
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
------------------------------------------------------------------------------------------------------------------------------------
Alliant Energy Alliant Energy 4.55% Sr. Notes John Hancock Life Insur. Co. 10/15/2003 10/15/2008 $ 75,000,000
Corporate and other Noteholders
Services
Alliant Energy NG Energy Gas Transportation ANR Pipeline Company 10/28/2003 11/1/2004 $ 25,000,000
Trading, LLC and Storage
Alliant Energy NG Energy Gas Transportation Viking Gas Transmission 11/21/2003 6/30/2004 $ 375,000
Trading, LLC Company
Resources RMT, Inc. Performance and completion Gaston Copper 12/10/2003 $ 3,000,000
of work Recycling Corporation
Resources NG Energy Gas Transportation Northern States Power 11/17/2003 3/01/2004 $ 1,000,000
Trading, LLC and Storage Company - Wisconsin
Footnote: Resources continues to guarantee Whiting Programs, Inc.'s obligations
under three 1984 partnership agreements with Point Arguello Pipeline
Company, Point Arguello Natural Gas Line Company and Gaviota Gas Plant
Company. The guarantees do not include a maximum limit but were estimated
at $4,374,186 as of December 31, 2003.
Name of Amount
Guarantor On Behalf Of Purpose Guaranteed Party Period Guaranteed
------------------------------------------------------------------------------------------------------------------------------------
Bonds:
Alliant Energy Cogenex Performance/ USA GSA Michigan 10/21/03-10/21/04 $ 1,753,269
Payment Bond
Alliant Energy RMT Contractors Bond Construction Industry 10/11/03-10/11/04 $ 50,000
Recovery Fund
Alliant Energy Whiting Oil & Gas Browning State of Montana 10/23/03-10/23/04 $ 10,000
Alliant Energy Whiting Collective Bond US Dept of the Interior 10/26/03-10/26/04 $ 50,000
Ft. Peck
Alliant Energy Whiting Bond For Michigan Dept. of 10/08/03-10/08/04 $ 20,000
Conformance Environmental Quality
Alliant Energy Whiting Bond For Michigan Dept. of 10/08/03-10/08/04 $ 20,000
Conformance Environmental Quality
Alliant Energy Whiting Bond For Michigan Dept. of 10/08/03-10/08/04 $ 20,000
Conformance Environmental Quality
Alliant Energy RMT Right of Way Bond Road Commission for 11/18/03-11/18/04 $ 5,000
Oakland County
Alliant Energy RMT Right of Way Bond Road Commission for 11/22/03-11/22/04 $ 5,000
Oakland County
Alliant Energy Whiting Blanket Well Bond State of Michigan 11/27/03-11/27/04 $ 750,000
Alliant Energy Cogenex Performance Bond U.S. Govt. 11/26/03-11/26/04 $ 5,085,245
Alliant Energy IPL/AECS Workers Comp. Bond State of Illinois 12/01/03-12/01/04 $ 200,000
Alliant Energy RMT UST Removal Bond NW Airlines 12/15/03-12/15/04 $ 18,325
Alliant Energy Cogenex Energy Savings Central Maine Power 12/31/03-12/31/04 $ 199,800
Alliant Energy Bastian Bay Right of Way US Minerals 12/15/03-12/15/04 $ 300,000
Pipeline Grant Bond Mgmt Service
Alliant Energy RMT Performance Bond Antioch School District 12/30/03-12/30/04 $ 1,583,000
-8-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit H
Report Period: October 1, 2003 - December 31, 2003
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 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
in investments in energy assets by various other Alliant Energy subsidiaries as
of December 31, 2003. Alliant Energy did not have any additional changes in its
investments in "energy assets" during the fourth quarter of 2003, other than the
sale of more than 94% of WPC.
Alliant Energy Corporation did not form any intermediate subsidiaries during the
period from October 1, 2003 through December 31, 2003.
Alliant Energy Corporation formed the following financing subsidiaries during
the period from October 1, 2003 through December 31, 2003. The financing
subsidiary is designated with an asterisk while its parent company is designated
as such. The amounts in parenthesis represent the amount of investment in that
financing subsidiary during the period from October 1, 2003 through December 31,
2003.
Alliant Energy Resources, Inc.
Whiting Petroleum Corporation * - ($283.4 million)
Whiting Oil and Gas Corporation
-9-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit I
Report Period: October 1, 2003 - December 31, 2003
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
December 31, 2003 Alliant Energy Corporation Light Company Light Company
(amounts in thousands of dollars)
Amounts Percentage Amounts Percentage Amounts Percentage
------------------------------------------------------------------------------------
Common equity $ 2,371,314 47.50% $ 1,034,847 47.82% $ 1,011,837 66.34%
Cumulative preferred stock 243,803 4.89% 183,840 8.50% 59,963 3.93%
Consolidated debt (1) 2,376,674 47.61% 945,310 43.68% 453,509 29.73%
-------------------------- -------------------------- ---------------------------
$ 4,991,791 100.00% $ 2,163,997 100.00% $ 1,525,309 100.00%
========================== ========================== ===========================
(1)
Long-term debt, net (excluding current portion) $ 2,123,298 $ 837,810 $ 336,409
Current maturities and sinking funds 69,281 - 62,000
Variable rate demand bonds 55,100 - 55,100
Commercial paper 107,500 107,500 -
Other short-term borrowings 21,495 - -
-------------- --------------- ---------------
$ 2,376,674 $ 945,310 $ 453,509
============== =============== ===============
-10-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit J
Report Period: October 1, 2003 - December 31, 2003
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, 2003
(amounts in thousands of dollars)
Alliant Energy
Interstate Power Wisconsin Power Corporation
and Light Company and Light Company Consolidated
Beginning balance (September 30, 2003) $ 373,883 $ 427,424 $ 819,396
Gross earnings (1) 23,050 36,674 48,635
Goodwill amortization (2) - - -
Common stock dividends (24,512) (23,812) (27,614)
----------------------------------------------------------------
Ending balance (December 31, 2003) $ 372,421 $ 440,286 $ 840,417
================================================================
(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.