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 April 1, 2005 - June 30, 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:
There were 14,453 options exercised and issued in Q2 at various prices
out of the Employee Incentive Plan (EIP). 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:
There was no restricted stock granted in Q2. There were 500 shares of
restricted stock forfeited back into the Plan. 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:
IP&L issued $38 million, Pollution Control Facility Refunding
Revenue Bonds due 7/1/2014, which are under an auction rate mode.
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 $73 million. The range of effective costs during the
quarter was 2.81% to 3.46%.
The maximum amount of Short-term Debt of WRP outstanding during the
quarter was $0.
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
2
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 April 1, 2005 through June 30, 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
3
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 April 1, 2005 through June 30, 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 May 13, 2005.
Wisconsin Power and Light Company, Inc. filed a U-6B-2 on May 13, 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 June 30, 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
4
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
5
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 26, 2005
6
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit A
Report Period: April 1, 2005 - June 30, 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 Options Price
-------------------------------------------------------------
4/28/2005 6,828 $16.820
-------------------------------------------------------------
5/2/2005 1,550 $16.820
-------------------------------------------------------------
5/18/2005 3,307 $24.900
-------------------------------------------------------------
5/23/2005 2,768 $16.820
-------------------------------------------------------------
Total 14,453
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit B
Report Period: April 1, 2005 - June 30, 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 Plan Total
---------------------------------------------------------------------------------------------------------------
4/1/2005 4,492 4,492
---------------------------------------------------------------------------------------------------------------
4/15/2005 11,090 11,090
---------------------------------------------------------------------------------------------------------------
5/2/2005 6,588 6,588
---------------------------------------------------------------------------------------------------------------
5/16/2005 110,847 110,847
---------------------------------------------------------------------------------------------------------------
6/1/2005 3,895 3,895
---------------------------------------------------------------------------------------------------------------
6/15/2005 10,226 10,226
---------------------------------------------------------------------------------------------------------------
6/30/2005 (500) (500)
---------------------------------------------------------------------------------------------------------------
TOTAL 147,138 0 (500) 146,638
---------------------------------------------------------------------------------------------------------------
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit C
Report Period: April 1, 2005 - June 30, 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.
Date Of
Issue/
Name of Amend- Date of Amount
Guarantor On Behalf Of Purpose Guaranteed Party ment Expiration Guaranteed
------------------------------------------------------------------------------------------------------------------------------------
Alliant Energy Corporation Alliant Energy Letter of Credit- Wachovia Bank, 4/8/2005 3/1/2006 $250,000
Corporate Services Fleet insurance N.A. as issuer of letter
of credit in favor of
United States
Fidelity and
Guaranty Company
Alliant Energy Corporation Alliant Energy Performance and Flat Rock Windpower, 5/4/2005 12/31/2005 $32,961,909
EPC, LLC completion of LLC
work
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit C - (continued)
Report Period: April 1, 2005 - June 30, 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 RMT Building Permit Bond City of El Paso, TX 4/4/05-4/4/06 $ 10,000
Alliant Energy Alliant Energy EPC LLC Right of Way Permit Bond NY State DOT 5/9/05-5/9/06 $ 10,000
Alliant Energy Alliant Energy EPC LLC Out of State Contractor State of IA 6/9/05-6/9/06 $ 50,000
Alliant Energy Alliant Energy Oakhill Blanket Performance Bond Railroad Commission 6/30/05-6/30/06 $ 25,000
Pipeline of TX
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit D
Report Period: April 1, 2005 - June 30, 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 did not form any intermediate subsidiaries during
the period from April 1, 2005 through June 30, 2005.
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit E
Report Period: April 1, 2005 - June 30, 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.
June 30, 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. 3.2 - 3.2
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. 6.5 - 6.5
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. 7.2 - 7.2
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) 335.5 - 335.5
-----------------------------------------
Alliant Energy Neenah, LLC 56.0 - 56.0
Sheboygan Power, LLC 70.6 - 70.6
-----------------------------------------
Aggregate Investments in Electric Wholesale Generators (EWGs) 126.6 - 126.6
-----------------------------------------
Total Aggregate Investments in EWGs and FUCOs 462.1 - 462.1
-----------------------------------------
Balance at Average
end of quarter balance
----------------------------
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 June 30, 2005 754.8
--------------
Alliant Energy's "consolidated retained earnings" at June 30, 2005 832.5
(average of ending balance of four previous quarters)
--------------
Amount remaining under the Requested EWG/FUCO Investment Authority. $ 370.4
==============
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit F
Report Period: April 1, 2005 - June 30, 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
June 30, 2005
(amounts in millions of dollars)
Amounts Percentage
-------------------------------------
Common equity $ 2,428.0 47.02%
Cumulative preferred stock 243.8 4.72%
Consolidated debt (1) 2,491.8 48.26%
------------------------------------
$ 5,163.6 100.00%
====================================
(1)
Long-term debt, net (excluding current portion) $ 2,146.5
Current maturities 215.2
Variable rate demand bonds 39.1
Commercial paper 91.0
Other short-term borrowings -
--------------
$ 2,491.8
==============
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit G
Report Period: April 1, 2005 - June 30, 2005
Item 18:
The market-to-book ratio of Alliant Energy's common stock.
Market value per share at June 30, 2005 $ 28.15
Common equity at June 30, 2005 (in millions) $ 2,428.0
Total shares outstanding at June 30, 2005 116,357,909
Book value per share at June 30, 2005 $ 20.87
Market-to-book ratio of Alliant Energy's common stock 134.90%
==============
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit H
Report Period: April 1, 2005 - June 30, 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 June 30, 2005
(amounts in millions of dollars)
Beginning balance (March 31, 2005) $ 843.9
Net income/(loss):
From EWGs and FUCOs (*) (84.6)
Other 25.9
----------
Total net income/(loss) (58.7)
Common stock dividends (30.4)
-----------
Ending balance (June 30, 2005) $ 754.8
===========
(*) Amount does not include the allocation of interest, tax or corporate expenses.
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit I
Report Period: April 1, 2005 - June 30, 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 June 30, 2005
--------------------------------------------------
Revenues Net Income/(Loss)
---------------------- ---------------------
(dollars in millions)
Alliant Energy Neenah, LLC $ 16.3 $ 1.7
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. 0.4 (0.2)
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. 0.5 0.0
Anhui New Energy Heat & Power Co. Ltd. 27.6 1.1
Catleo Energia S.A. 13.9 9.4
Companhia de Electricidade de Nova Friburgo S.A. 27.5 4.6
Companhia Energetica da Borborema S.A. 32.2 4.6
Companhia Forca e Luz Cataguazes-Leopoldina S.A. 100.8 18.5
Empresa Energetica de Sergipe S.A. 132.3 7.1
Hebei Wuan Peak Heat and Power Co. Ltd. 4.6 (8.5)
Henan Anfeng Electric Power Co. Ltd. 10.6 (0.1)
Henan Yongfeng Electric Power Co. Ltd. 11.3 0.3
Infratil Ltd. (*) 116.5 34.3
Jiaxing JIES Power & Heat Co. Ltd. 29.4 0.4
LDM Utility Co., S.A. de C.V. 0.3 0.2
Sheboygan Power, LLC. 0.0 0.2
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 14.0 0.3
Sociedade Anonima de Eletrificacao da Paraiba S.A. 170.4 12.5
Tai An Hua Feng Peak Heat and Power Co. Ltd. 8.8 2.2
Tai An Xin Wen Peak Heat and Power Co. Ltd. 7.6 0.7
Tangshan Peak Heat and Power Co. Ltd. 29.6 4.9
Tongxiang TIES Heat & Power Co. Ltd. 13.8 0.7
TrustPower Ltd. (*) 414.8 49.6
Usina Termeletrica de Juiz De Fora S.A. 37.0 11.5
Zouping Peak CHP Co. Ltd. 22.4 1.6
(*) The most recently available information for Alliant Energy's FUCOs in New Zealand is the
twelve months ended March 31, 2005.