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, 2004 - December 31,
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 no shares issued under a continuous equity offering program and
no shares issued as restricted stock in this period.
-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 November 9, 2004.
Wisconsin Power and Light Company, Inc. filed a U-6B-2 on November 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-K for the year ended
December 31, 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:
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 22, 2005
-5-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit A
Report Period: October 1, 2004 - December 31, 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.
December 31, 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. 12.3 - 12.3
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 Heat & Power 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 Heat & Power 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) 354.7 - 354.7
-------------------------------------------------------
Alliant Energy Neenah, LLC 56.0 - 56.0
Sheboygan Power, LLC 113.2 27.1 140.3
Guarantee of the debt security of a 6 Mw low Btu gas electric generating
facility in Cedar Rapids, Iowa - 4.1 4.1
-------------------------------------------------------
Aggregate Investments in Electric Wholesale Generators (EWGs) 169.2 31.2 200.4
-------------------------------------------------------
Total Aggregate Investments in EWGs and FUCOs $ 523.9 $ 31.2 $ 555.1
=======================================================
Balance at Average
end of quarter balance
-------------------------------------------------------
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 September 30, 2004 859.5
Alliant Energy's consolidated retained earnings at December 31, 2004 871.9
-------------------------------------------------------
Alliant Energy's "consolidated retained earnings" at December 31, 2004
(average of ending balance of four previous quarters) 846.0
---------------------------
Amount remaining under the Requested EWG/FUCO Investment Authority. $ 290.9
===========================
-6-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit B
Report Period: October 1, 2004 - December 31, 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
December 31, 2004
(amounts in millions of dollars)
Amounts Percentage
-------------------------------
Common equity $ 2,561.4 47.89%
Cumulative preferred stock 243.8 4.56%
Consolidated debt (1) 2,542.8 47.55%
-------------------------------
$ 5,348.0 100.00%
===============================
(1)
Long-term debt, net (excluding current portion) $ 2,299.5
Current maturities 102.3
Variable rate demand bonds 39.1
Commercial paper 83.0
Other short-term borrowings 18.9
--------------------
$ 2,542.8
====================
-7-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit C
Report Period: October 1, 2004 - December 31, 2004
Item 4: The market-to-book ratio of Alliant Energy's common stock.
Market value per share at December 31, 2004 $ 28.60
Common equity at December 31, 2004 (in millions) $ 2,561.4
Total shares outstanding at December 31, 2004 115,741,816
Book value per share at December 31, 2004 $ 22.13
Market-to-book ratio of Alliant Energy's common stock 129.23%
======================
-8-
Certificate Pursuant to Rule 24
Exhibit D
Report Period: October 1, 2004 - December 31, 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 December 31, 2004
(amounts in millions of dollars)
Beginning balance (September 30, 2004) $ 859.5
Net income/(loss):
From EWGs and FUCOs (*) 10.0
Other 32.7
------------
Total net income/(loss) 42.7
Common stock dividends (30.3)
-------------
Ending balance (December 31, 2004) $ 871.9
=============
(*) 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: October 1, 2004 - December 31, 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 December 31, 2004
-------------------------------------------------
Revenues Net Income/(Loss)
------------- ----------------------
dollars in millions
-----------------------------------------
Alliant Energy Neenah, LLC 14.6 3.8
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. 0.8 (0.2)
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. - -
Anhui New Energy Heat & Power Co. Ltd. 26.1 2.5
Catleo Energia S.A. 13.7 8.6
Companhia de Electricidade de Nova Friburgo S.A. 22.5 2.1
Companhia Energetica da Borborema S.A. 28.8 3.7
Companhia Forca e Luz Cataguazes-Leopoldina S.A. 82.3 7.3
Empresa Energetica de Sergipe S.A. 118.0 8.8
Hebei Wuan Peak Heat and Power Co. Ltd. 6.1 (1.1)
Henan Anfeng Electric Power Co. Ltd. 11.0 0.8
Henan Yongfeng Electric Power Co. Ltd. 11.0 0.6
Infratil Ltd. 111.1 32.9
Jiaxing JIES Heat & Power Co. Ltd. 25.8 1.0
LDM Utility Co., S.A. de C.V. 0.2 (0.4)
Sheboygan Power, LLC - (0.2)
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 10.7 0.6
Sociedade Anonima de Eletrificacao da Paraiba S.A. 147.7 12.0
Tai An Hua Feng Peak Heat and Power Co. Ltd. 9.3 3.0
Tai An Xin Wen Peak Heat and Power Co. Ltd. 10.6 2.8
Tangshan Peak Heat and Power Co. Ltd. 30.2 6.2
Tongxiang TIES Heat & Power Co. Ltd. 12.2 0.5
TrustPower Ltd. 388.7 47.2
Usina Termeletrica de Juiz De Fora S.A. 32.1 7.2
Zouping Peak CHP Co. Ltd. 20.0 0.9
-10-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit F
Report Period: October 1, 2004 - December 31, 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
----------------------------------------------------------------------------
10/15/2004 17,458 - -
11/15/2004 117,836 - -
11/16/2004 - 32,980 -
12/07/2004 - - 6,782
12/15/2004 16,009 - -
12/17/2004 - - 34,768
============================================================================
TOTALS 151,303 32,980 41,550
Grand Total: 225,833
-11-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit G
Report Period: October 1, 2004 - December 31, 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
-----------------------------------------------------------------------------------------------------------------------------------
There were no guarantees issued during the quarter.
Name of Amount
Guarantor On Behalf Of Purpose Guaranteed Party Period Guaranteed
-----------------------------------------------------------------------------------------------------------------------------------
Bonds:
Alliant Energy RMT Contractors Bond Construction Industry 10/11/04-10/11/05 $ 50,000
Recovery Fund
Alliant Energy Alliant Energy EPC LLC Contractor's Bond State of Washington 10/19/04-10/19/05 $ 12,000
Alliant Energy RMT Right of Way Bond Road Commission for 11/18/04-11/18/05 $ 5,000
Oakland County
Alliant Energy RMT Right of Way Bond Road Commission for 11/22/04-11/22/05 $ 5,000
Oakland County
Alliant Energy IPL/AECS State of Illinois State of Illinois 12/01/04-12/01/05 $ 200,000
Alliant Energy Bastian Bay Pipeline Right of Way Grant Bond US Minerals Mgmt Service 12/15/04-12/15/05 $ 300,000
Alliant Energy Cogenex Energy Savings Central Maine Power 12/31/04-12/31/05 $ 199,800
-12-
Certificate Pursuant to Rule 24
Exhibit H
Report Period: October 1, 2004 - December 31, 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 October 1, 2004 through December 31, 2004.
Alliant Energy Corporation did not form any financing subsidiaries during
the period from October 1, 2004 through December 31, 2004.
Alliant Energy and its subsidiaries were authorized by the Securities and
Exchange Commission to invest up to $800 million in additional "energy
assets" through December 31, 2004. Alliant Energy completed the sale of its
remaining ownership interest in Whiting Petroleum Corporation in the fourth
quarter of 2004, and at December 31, 2004 had approximately $4 million of
other investments in "energy assets" by various other Alliant Energy
subsidiaries.
-13-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit I
Report Period: October 1, 2004 - December 31, 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.
Interstate Power and Wisconsin Power and
December 31, 2004 Alliant Energy Corporation Light Company Light Company
(amounts in millions of dollars)
Amounts Percentage Amounts Percentage Amounts Percentage
-------------------------- -------------------------- -----------------------------
Common equity $ 2,561.4 47.89% $ 1,142.3 49.13% $ 1,050.9 63.72%
Cumulative preferred stock 243.8 4.56% 183.8 7.90% 60.0 3.64%
Consolidated debt (1) 2,542.8 47.55% 999.1 42.97% 538.3 32.64%
-------------------------- -------------------------- -----------------------------
$ 5,348.0 100.00% $ 2,325.2 100.00% $ 1,649.2 100.00%
========================== ========================== =============================
(1)
Long-term debt, net (excluding current portion) $ 2,299.5 $ 960.4 $ 364.2
Current maturities 102.3 2.7 88.0
Variable rate demand bonds 39.1 - 39.1
Commercial paper 83.0 36.0 47.0
Other short-term borrowings 18.9 - -
--------------- -------------- ---------------
$ 2,542.8 $ 999.1 $ 538.3
=============== ============== ===============
-14-
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit J
Report Period: October 1, 2004 - December 31, 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 December 31, 2004
(amounts in millions of dollars)
Alliant Energy
Interstate Power Wisconsin Power Corporation
and Light Company and Light Company Consolidated
Beginning balance (September 30, 2004) $ 375.8 $ 458.1 $ 859.5
Gross earnings (1) 31.4 25.8 42.7
Goodwill amortization (2) - - -
Common stock dividends (26.5) (22.2) (30.3)
-------------------------------------------------------------------
Ending balance (December 31, 2004) $ 380.7 $ 461.7 $ 871.9
===================================================================
(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.
-15-