SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
********************************************
In the Matter of
Alliant Energy Corporation, et al. CERTIFICATE
PURSUANT TO
File No. 70-10249 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. 70-10249.
These transactions were authorized by order of the Securities and Exchange
Commission (the "Commission") dated December 28, 2004 (the "Order").
This Certificate is for the period covering January 1, 2005 -
March 31, 2005 (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. 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:
See attached Exhibit A
2. 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 B
3. If Common Stock has been transferred to a seller of
securities of a company being acquired, the number of shares
so issued, the value per share and whether the shares are
restricted to the acquirer.
ANSWER:
None
4. The amount and terms of any Preferred Stock, Preferred
Securities, and Long-term Debt issued by Alliant Energy or
IP&L, directly or indirectly through a Financing Subsidiary,
during the quarter, and the amount and terms of any
Long-term Debt issued by WRP during the quarter.
ANSWER:
None
5. The maximum amount of Short-term Debt of Alliant Energy,
IP&L and WRP outstanding during the quarter and the
effective cost or range of effective costs for such
Short-term Debt during the quarter.
ANSWER:
The maximum amount of Short-term Debt of Alliant Energy
outstanding during the quarter was $0.
The maximum amount of Short-term Debt of IP&L outstanding during
the quarter was $39 million. The range of effective costs
during the quarter was 2.27 to 2.92%.
The maximum amount of Short-term Debt of WRP outstanding during
the quarter was $300,000. The effective cost during the quarter
was 3.09%.
6. The amount of any Alliant Energy Guarantee or
Non-Utility Subsidiary Guarantee issued during the quarter,
and the company on whose behalf such guarantee was issued.
ANSWER:
See attached Exhibit C
7. The notional amount and principal terms of any Interest
Rate Hedges or Anticipatory Hedges entered into during the
quarter and the identity of the parties to such instruments.
ANSWER:
None
8. The amount and terms of any intercompany loan made to a
less than wholly-owned Non-Utility Subsidiary at interest
rates and maturities designed to provide a return to the
lending company of not less than its effective cost of
capital.
ANSWER:
None
9. The name, parent company and amount invested in any
Intermediate Subsidiary during the quarter.
ANSWER:
See attached Exhibit D
10. With respect to each Financing Subsidiary that has been
formed during the quarter, a representation that the
financial statements of the parent of such Financing
Subsidiary shall account for the Financing Subsidiary in
accordance with generally accepted accounting principles an
further, with respect to each such entity, (i) the name of
the Financing Subsidiary, (ii) the amount invested by the
parent in such Financing Subsidiary, and (iii) the amount
and terms of any securities issued by any Financing
Subsidiary during the reporting period which shall also
separately show the outstanding balance of all securities
issued by such Financing Subsidiaries during the
Authorization Period.
ANSWER:
Alliant Energy Corporation did not form any financing
subsidiaries during the period from January 1, 2005 through
March 31, 2005.
11. If any Financing Subsidiaries are "Variable Interest
Entities" ("VIEs"), as that term is used in FASB
Interpretation 46R, "Consolidation of Variable Interest
Entities", a description of any financing transactions
conducted during the reporting period that were used to fund
such VIEs, and, if any financing proceeds are used for VIEs,
a description of the accounting for such transaction under
the FASB Interpretation 46R.
ANSWER:
None
12. The amount and a description of any Energy Assets
acquired during the quarter.
ANSWER:
Alliant Energy did not acquire any "energy assets" during
the period from January 1, 2005 through March 31, 2005.
13. 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
February 15, 2005.
Wisconsin Power and Light Company, Inc. filed a U-6B-2 on
February 8, 2005.
14. 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 authorized
in this proceeding during the quarter.
ANSWER:
Incorporated by reference to Alliant Energy's Form 10-Q for
the quarter ended March 31, 2005.
15. 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 E
16. A chart showing Alliant Energy's aggregate investment
in each EWG or FUCO compared to the 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 E
17. 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 F
18. The market-to-book ratio of Alliant Energy's common stock.
ANSWER:
See attached Exhibit G
19. 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 H
20. 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 I
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
May 27, 2005
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit A
Report Period: Jaunuary 1, 2005 - March 31, 2005
Item 1:
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.
------------------------------------
Long-term Equity
Incentive Plan
------------------------------------
Date Exercised Price
Options
------------------------------------
1/31/2005 49,895 $16.820
------------------------------------
2/1/2005 4,906 $16.820
------------------------------------
2/2/2005 3,016 $16.820
------------------------------------
2/3/2005 8,728 $16.820
------------------------------------
2/4/2005 7,958 $16.820
------------------------------------
2/4/2005 1,790 $16.820
------------------------------------
2/7/2005 3,117 $16.820
------------------------------------
2/9/2005 1,900 $16.820
------------------------------------
2/10/2005 3,975 $16.820
------------------------------------
2/11/2005 5,389 $16.820
------------------------------------
2/15/2005 4,855 $16.820
------------------------------------
2/16/2005 10,367 $24.900
------------------------------------
2/16/2005 17,850 $16.820
------------------------------------
Total 123,746
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit B
Report Period: Jaunuary 1, 2005 - March 31, 2005
Item 2:
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 401(k) Incentive Total
Plan
------------------------------------------------------------------
1/3/2005 74,723 74,723
------------------------------------------------------------------
1/18/2005 28,016 28,016
------------------------------------------------------------------
1/31/2005 48,850 48,850
------------------------------------------------------------------
2/15/2005 51,585 51,585
------------------------------------------------------------------
2/15/2005 118,524 118,524
------------------------------------------------------------------
2/24/2005 (4,234) (4,234)
------------------------------------------------------------------
3/15/2005 13,792 13,792
------------------------------------------------------------------
TOTAL 160,332 51,585 119,339 331,256
------------------------------------------------------------------
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit C
Report Period: January 1, 2005 - March 31, 2005
Item 6:
The amount of any Alliant Energy Guarantee or Non-Utility
Subsidiary Guarantee issued during the quarter, and the company on whose behalf
such guarantee was issued.
Guarantor On Behalf Of Purpose Name of Date of Date of Amount
Guaranteed Party Issue/Amendment Expiration Guaranteed
------------------------ -------------------------- ------------- ----------------- ---------------- ----------- ----------
Alliant Energy Resources Williams Bulk Transfer,Inc. Coal purchases COALSALES, Inc. 2/8/2005 12/31/2007 $250,000
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit C - (continued)
Report Period: Jaunuary 1, 2005 - March 31, 2005
Item 6:
The amount of any Alliant Energy Guarantee or Non-Utility
Subsidiary Guarantee issued during the quarter, and the company on whose behalf
such guarantee was issued.
Name of Amount
Guarantor On Behalf Of Purpose Guaranteed Party Period Guaranteed
------------------------------------------------------------------------------------------------------------------------------------
Bonds:
Alliant Energy IPL/AECS Worker's Compensation Bond State of Minnesota 1/1/2005-1/1/2006 $ 380,000
Alliant Energy RMT Right of Way Bond City of Waco, TX 2/18/2005-2/18/2006 $ 4,000
Alliant Energy Cogenex Performance/Payment Bond New York State DOC 2/11/2005-2/11/2006 $ 1,988,356
Ossining
Alliant Energy Alliant Energy EPC LLC Tax Bond State of Nebraska 3/2/2005-3/2/2006 $ 33,900
Alliant Energy RMT Contractors Bond State of Oregon 3/27/2005-3/27/200 $ 15,000
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit D
Report Period: Jaunuary 1, 2005 - March 31, 2005
Item 9:
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 formed the following intermediate subsidiaries
during the period from January 1, 2005 through March 31, 2005. The intermediate
subsidiary is designated with an asterisk while its parent company is designated
as such. The amounts in parenthesis represent the amount (in millions of
dollars) of investment in that intermediate subsidiary.
Alliant Energy Corporation
Alliant Energy Resources, Inc.
Alliant Energy International, Inc.
LDM Utility Co., S.A. de C.V. (Parent)
Laguna del Mar RSC, S.A. de C.V.* - ($-)
Administradora Laguna del Mar, S.A.de C.V.* - ($-)
Laguna del Mar LLC* - ($-)
LDM Electric Supply Co., S.A. de C.V.* - ($-)
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit E
Report Period: Jaunuary 1, 2005 - March 31, 2005
Item 15:
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 EWG/FUCO
Investment Authority.
Item 16:
A chart showing Alliant Energy's aggregate investment in each EWG
or FUCO compared to the 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.
March 31, 2005
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 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 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 125.2 10.9 136.1
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) 181.2 15.0 196.2
----------------------------------------------
Total Aggregate Investments in EWGs and FUCOs 535.9 15.0 550.9
----------------------------------------------
Balance at Average
end of quarter balance
-----------------------------------
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 March 31, 2005 843.9
--------------
Alliant Energy's "consolidated retained earnings" at March 31, 2005 845.3
(average of ending balance of four previous quarters) -----------
Amount remaining under the Requested EWG/FUCO Investment Authority. $ 294.4
===========
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit F
Report Period: Jaunuary 1, 2005 - March 31, 2005
Item 17:
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
March 31, 2005
(amounts in millions of dollars)
Amounts Percentage
--------------------------
Common equity $ 2,539.9 48.79%
Cumulative preferred stock 243.8 4.68%
Consolidated debt (1) 2,422.2 46.53%
--------------------------
$ 5,205.9 100.00%
==========================
(1)
Long-term debt, net (excluding current portion) $ 2,204.5
Current maturities 102.8
Variable rate demand bonds 39.1
Commercial paper 36.0
Other short-term borrowings 39.8
------------
$ 2,422.2
============
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit G
Report Period: Jaunuary 1, 2005 - March 31, 2005
Item 18:
The market-to-book ratio of Alliant Energy's common stock.
Market value per share at March 31, 2005 $ 26.78
Common equity at March 31, 2005 (in millions) $ 2,539.9
Total shares outstanding at March 31, 2005 116,196,818
Book value per share at March 31, 2005 $ 21.86
Market-to-book ratio of Alliant Energy's common stock 122.51%
===============
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit H
Report Period: Jaunuary 1, 2005 - March 31, 2005
Item 19:
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 March 31, 2005
(amounts in millions of dollars)
Beginning balance (December 31, 2004) $ 871.9
Net income/(loss):
From EWGs and FUCOs (*) (9.6)
Other 12.0
--------------
Total net income/(loss) 2.4
Common stock dividends (30.4)
----------
Ending balance (March 31, 2005) $ 843.9
==========
(*)Amount does not include the allocation of interest,tax or corporate expenses.
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit I
Report Period: Jaunuary 1, 2005 - March 31, 2005
Item 20:
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 March 31, 2005
----------------------------------------------------
Revenues Net Income/(Loss)
----------------------- -----------------------
(dollars in millions)
Alliant Energy Neenah, LLC $ 14.6 $ 1.6
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. 0.6 (0.3)
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. 0.5 0.0
Anhui New Energy Heat & Power Co. Ltd. 26.2 1.0
Catleo Energia S.A. 15.6 10.3
Companhia de Electricidade de Nova Friburgo S.A. 24.0 2.6
Companhia Energetica da Borborema S.A. 29.7 3.9
Companhia Forca e Luz Cataguazes-Leopoldina S.A. 88.2 (4.2)
Empresa Energetica de Sergipe S.A. 121.6 6.0
Hebei Wuan Peak Heat and Power Co. Ltd. 5.8 (2.2)
Henan Anfeng Electric Power Co. Ltd. 11.1 0.2
Henan Yongfeng Electric Power Co. Ltd. 11.0 0.4
Infratil Ltd. (*) 111.1 32.9
Jiaxing JIES Power & Heat Co. Ltd. 27.8 0.5
LDM Utility Co., S.A. de C.V. 0.2 (2.0)
Sheboygan Power, LLC. - (0.3)
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 12.7 0.5
Sociedade Anonima de Eletrificacao da Paraiba S.A. 151.9 8.4
Tai An Hua Feng Peak Heat and Power Co. Ltd. 9.4 2.9
Tai An Xin Wen Peak Heat and Power Co. Ltd. 7.1 0.7
Tangshan Peak Heat and Power Co. Ltd. 29.2 5.3
Tongxiang TIES Heat & Power Co. Ltd. 13.2 0.5
TrustPower Ltd. (*) 388.7 47.2
Usina Termeletrica de Juiz De Fora S.A. 33.6 7.8
Zouping Peak CHP Co. Ltd. 21.2 1.3
(*)The most recently available information for Alliant Energy's FUCOs in
New Zealand is the twelve months ended December 31, 2004.