SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
************************************
In the Matter of CERTIFICATE
Alliant Energy Corporation, et al. PURSUANT TO
File No. 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. 70-9891. 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 3, 2001 - March 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:
As of March 31, 2002 Aggregate
Investments Commitments Investment
-----------------------------------
(dollars in millions)
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. (Inactive) 0 0 0
Alliant Energy Renewable Resources Ltd. 1.1 13.9 15.0
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. (Inactive) 0 0 0
Anhui New Energy Heat & Power Co. Ltd. 14.4 0 14.4
Catleo Energia S.A. 0 0 0
Companhia de Electricidade de Nova Friburgo S.A. 0 0 0
Companhia Energetica da Borborema S.A. 0 0 0
Companhia Forca e Luz Cataguazes-Leopoldina S.A. 1.0 0 1.0
Empresa Energetica de Sergipe S.A. 0.2 0 0.2
Handan Chengfeng Heat and Power Co. Ltd. (Inactive) 0 0 0
Hebei Wuan Peak Heat and Power Co. Ltd. 7.7 0 7.7
Henan Anfeng Electric Power Co. Ltd. 13.3 0 13.3
Henan Yongfeng Electric Power Co. Ltd. 13.3 0 13.3
Infratil Ltd. 15.0 0 15.0
Jiaxing JIES Power & Heat Co. Ltd. 13.4 0 13.4
LDM Utility Co., S.A. de C.V. 29.3 31.1 60.4
Luannan Peak Heat & Power Company Ltd. (f/k/a Tangshan Panda Heat & Power Co., Ltd.) 22.7 0 22.7
Luannan Peak Second Heat & Power Company Ltd. (f/k/a Tangshan Pan-Western Heat & Power Co., Ltd.) 22.7 0 22.7
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 15.9 0 15.9
Sociedade Anonima de Eletrificacao da Paraiba S.A. 90.2 0 90.2
Southern Hydro Partnership 44.4 27.8 72.2
Tongxiang TIES Power & Heat Co. Ltd. 10.4 0 10.4
TrustPower Ltd. 65.4 5.5 70.9
Usina Termeletrica de Juiz De Fora S.A. 13.9 0 13.9
Weifang Ocean Peak Heat and Power Co. Ltd. (Inactive) 6.1 0 6.1
Zouping Peak CHP Co. Ltd. 11.9 0 11.9
Guarantee of debt security intended to finance future FUCO investments 0 25.0 25.0
-----------------------------
Aggregate Investments in Foreign Utility Companies (FUCOs) 412.3 103.3 515.6
-----------------------------
Development costs for a 1,100 Mw natural gas combined-cycle generating facility in Western Michigan 85.9 156.2 242.1
Guarantee of the debt security of a 6 Mw low Btu gas electric generating facility in Cedar Rapids,Iowa 0 4.4 4.4
-----------------------------
Aggregate Investments in Electric Wholesale Generators (EWGs) 85.9 160.6 246.5
-----------------------------
Total Aggregate Investments in EWGs and FUCOs 498.2 263.9 762.1
Balance at Average
end of quarter balance
-------------------------
Alliant Energy's consolidated retained earnings at June 30, 2001 786.1
Alliant Energy's consolidated retained earnings at September 30, 2001 815.9
Alliant Energy's consolidated retained earnings at December 31, 2001 832.3
Alliant Energy's consolidated retained earnings at March 31, 2002 797.2
Alliant Energy's "consolidated retained earnings" at March 31, 2002 (average of ending balance of four previous quarters) 807.9
---------
Amount remaining under the Requested EWG/FUCO Investment Authority. $ 45.8
=========
Note: Alliant Energy has not invested nor committed to invest in any new EWGs or FUCOs during the first quarter 2002.
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:
Reference answer 1. above
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:
Alliant Energy Corporation Consolidated Statement of Capitalization
March 31, 2002
(amounts in thousands of dollars)
Amounts Percentage
--------------------------------
Common equity $ 1,911,644 39.27%
Cumulative preferred stock 113,997 2.34%
Consolidated debt (1) 2,842,903 58.39%
--------------------------------
$ 4,868,544 100.00%
================================
(1)
Long-term debt (excluding current portion) $ 2,638,916
Current maturities and sinking funds 41,231
Variable rate demand bonds 55,100
Commercial paper 65,949
Other short-term borrowings 41,707
-----------------
$ 2,842,903
=================
4. The market-to-book ratio of Alliant Energy's common stock.
ANSWER:
Market value per share at March 31, 2002 $ 30.22
Common equity at March 31, 2002 $ 1,911,644,000
Total shares outstanding at March 31, 2002 90,226,072
Book value per share at March 31, 2002 $ 21.19
Market-to-book ratio of Alliant Energy's common stock 142.61%
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:
Alliant Energy Corporation
Statement of Retained Earnings
For the Three Months Ended March 31, 2002
(amounts in thousands of dollars)
Beginning balance (December 31, 2001) $ 832,293
Net income/(loss):
From EWGs and FUCOs (*) 27,901
Other -18,158
----------
Total net income/(loss) 9,743
Common stock dividends -44,851
------------
Ending balance (March 31, 2002) $ 797,185
============
(*) Amount does not include the allocation of interest, tax or corporate expenses.
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:
For the twelve months ended March 31, 2002
-------------------------------------------
Revenues Net Income/(Loss)
---------------------- -------------------
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. (Inactive) - -
Alliant Energy Renewable Resources Ltd. - (1,168,161)
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. (Inactive) - -
Anhui New Energy Heat & Power Co. Ltd. 22,654,115 3,476,959
Catleo Energia S.A. 3,053,791 2,318,036
Companhia de Electricidade de Nova Friburgo S.A. 17,166,123 2,644,841
Companhia Energetica da Borborema S.A. 27,955,365 (2,765,735)
Companhia Forca e Luz Cataguazes-Leopoldina S.A. 84,748,040 (1,169,395)
Empresa Energetica de Sergipe S.A. 115,977,496 (4,321,334)
Handan Chengfeng Heat and Power Co. Ltd. (Inactive) - -
Hebei Wuan Peak Heat and Power Co. Ltd. 7,202,432 701,088
Henan Anfeng Electric Power Co. Ltd. 8,513,608 1,301,522
Henan Yongfeng Electric Power Co. Ltd. 10,771,757 2,610,233
Infratil Ltd. (*) 38,977,677 10,032,119
Jiaxing JIES Power & Heat Co. Ltd. 11,394,490 1,956,883
LDM Utility Co., S.A. de C.V. (**) - 2,781,664
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 7,320,568 542,451
Sociedade Anonima de Eletrificacao da Paraiba S.A. 131,318,877 (9,006,457)
Southern Hydro Partnership 103,378,510 79,711,898
Luannan Peak Heat & Power Company Ltd. (f/k/a Tangshan Panda Heat & Power Co., Ltd.) 3,630,851 (291,230)
Luannan Peak Second Heat & Power Company Ltd. (f/k/a Tangshan Pan-Western Heat & Power Co., Ltd.) 3,630,851 (291,230)
Tongxiang TIES Power & Heat Co. Ltd. 7,499,733 1,657,879
TrustPower Ltd. (*) 235,535,488 (2,581,786)
Usina Termeletrica de Juiz De Fora S.A. 11,503,965 2,800,241
Weifang Ocean Peak Heat and Power Co. Ltd. (Inactive) - -
Zouping Peak CHP Co. Ltd. 8,026,511 555,925
(*) The most recently available information for Alliant Energy's FUCOs in New Zealand is the twelve months ended September 30, 2001.
(**) The most recently available information for LDM Utility Co., S.A. de C.V. is the twelve months ended December 31, 2001.
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:
On November 15, 2001, Alliant Energy offered 9,775,000 shares of common
stock at a price per share to the public of $28.00. This number of shares
included the sale of 1,275,000 shares pursuant to the exercise of the
underwriters' over-allotment ("green shoe") option. The public offering was
marketed through a group of underwriters, including Merrill lynch, Morgan
Stanley, Robert W. Baird & Co., Banc of America Securities, Legg Mason Wood
Walker and Salomon Smith Barney. The net proceeds were approximately $263
million.
No restricted common stock was issued during the 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.
Original Issue
Shareowner Long-term Equity
Date ADJ Direct Plan 401K Incentive Pln
----------------- -------------- -------- ---------------------
10/03/2001 6,281
10/04/2001 12,221
10/12/2001 2,120
10/15/2001 48,198
10/29/2001 33,887
11/14/2001 1,745
11/15/2001 254,085
11/15/2001 49,123
12/17/2001 79,596
01/15/2002 82,046
01/22/2002 16,205
02/04/2002 20,135
02/15/2002 227,912
02/15/2002 51,353
02/15/2002 55,816
03/04/2002 25,245
03/15/2002 65,324
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TOTALS 757,161 195,948 78,183
==================
GRAND TOTAL 1,030,994
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 Exhibit A
10. The amount of terms of any Alliant Energy indebtedness issued during the
quarter.
ANSWER:
Alliant Energy Resources (AER) issued $300,000,000 in senior unsecured notes,
fully and unconditionally guaranteed by Alliant Energy Corporation, which was
priced on November 9, 2001 for settlement on November 15, 2001. The notes mature
on December 1, 2011 and carry a 7% coupon, having been priced at a spread of 275
basis points over the U.S. Treasury 5% notes due August 15, 2011 (CUSIP
9128277B2) serving as the maturity benchmark issue. The notes rank equally with
AER's senior unsecured indebtedness and were assigned a rating of BBB+ by
Standard & Poor's Ratings Service and Baa1 by Moody's Investor's Service, Inc.
The notes are redeemable at AER's option and do not have a sinking fund
provision.
11. The amount and terms of any financings consummated by any Nonutility
Subsidiary that is not exempt under rule 52.
ANSWER:
None
12. The notational 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.
Alliant Energy Resources (AER) entered into $250 million face value of
Anticipatory Hedges in advance of pricing its issuance of $300 million in senior
unsecured notes, detailed in the answer to Item 10 above. Five Treasury lock
transactions were entered into:
Counterparty Execution Face All-in Unwinding Spot Yield
Date Value Yield Date Yield Spread
------------------------------------------------------------------------------------
Merrill Lynch 10-30-01 $ 50 Mill. 4.4500% 11-09-01 4.267% 0.2130%
Merrill Lynch 10-30-01 $ 50 Mill. 4.4200% 11-09-01 4.267% 0.1830%
First Union 10-31-01 $ 50 Mill. 4.3085% 11-09-01 4.267% 0.0805%
First Union 10-31-01 $ 50 Mill. 4.2700% 11-09-01 4.267% 0.0420%
Merrill Lynch 10-31-01 $ 50 Mill. 4.2800% 11-09-01 4.267% 0.0410%
Both counterparties qualified as Approved Counterparties.
The objective was to mitigate the underlying interest rate volatility between
the date AER committed to proceed to market and the date AER priced the
transaction, as is illustrated by the range of yields during the two days during
which the hedges were layered in. It was not certain whether or not the issue
would be closed at the top end of the target range of $250 to $300 million, so
the amount hedged was the lower end of that range. The net effect of the
Anticipatory Hedges was to provide an average hedged Treasury yield of 4.3611%
on $250 million of the debt issue.
The choice of Treasury locks over the alternative forward-starting interest rate
swaps, which would have hedged an element of the spread of Treasury, was
predicated on the comparative efficiency of the two alternatives. The spread
over Treasury for comparable issues was quite volatile, in part due to the
record volume of corporate debt being issued and specific corporate events in
the industry sector. The LIBOR-Treasury correlation (which impacts on the
hedging efficiency of a forward-starting interest rate swap) was not as tight as
it had been historically. In the event, the hedges qualified for hedge
accounting treatment under U.S. GAAP and FAS 133 guidelines.
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 $12.6 million in nonutility energy assets
during the period.
Alliant Energy Corporation formed the following intermediate subsidiaries during
the period.
The intermediate 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 intermediate subsidiary.
Alliant Energy Resources, Inc. (Parent)
Alliant Energy Generation, Inc.* - ($0)
Alliant Energy Tallmadge Power Co., LLC* - ($0)
Alliant Energy International, Inc. (Parent)
Alliant Energy Finance Holdings Pty Ltd.* - ($39.7 million)
Alliant Energy Finance (No. 1) Pty Ltd.* - ($0.4 million)
Alliant Energy Finance (No. 2) Pty Ltd.* - ($0.4 million)
Alliant Energy Finance Holdings Partnership* (Also owned by Alliant Energy Finance (No. 1) Pty Ltd.) - ($39.2 million)
Alliant Energy Finance Partnership* (Also owned by Alliant Energy Finance (No. 2) Pty Ltd.) - ($39.2 million)
Alliant Energy Australia Pty Ltd. (Parent)
Alliant Energy Hydro No. 1 * - ($25.8 million)
Cargill-Alliant LLC (Parent)
Cargill-Alliant Energy Canada, Inc. * - ($0)
Alliant Energy Corporation did not form any financing subsidiaries during the
period.
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 13, 2001.
(2) Alliant Energy Corporate Services, Inc. filed a U-6B-2 on February 7, 2002.
(3) Alliant Energy Corporation filed a U-6B-2A on February 15, 2002.
(4) Alliant Energy Corporation filed a U-6B-2 on February 11, 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-Q for the quarter ended
March 31, 2001.
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:
Consolidated Statements of Capitalization Interstate Power and Wisconsin Power and
March 31, 2002 Alliant Energy Corporation Light Company Light Company
(amounts in thousands of dollars)
Amounts Percentage Amounts Percentage Amounts Percentages
-----------------------------------------------------------------------------------------
Common equity $ 1,911,644 39.27% $ 813,878 46.30% $ 698,216 52.20%
Cumulative preferred stock 113,997 2.34% 54,034 3.07% 59,963 4.48%
Consolidated debt (1) 2,842,903 58.39% 889,961 50.63% 579,438 43.32%
-----------------------------------------------------------------------------------------
$ 4,868,544 100.00% $1,757,873 100.00% $1,337,617 100.00%
========================================================================================
(1)
Long-term debt (excluding current portion) $ 2,638,916 $ 860,155 $ 468,114
Current maturities and sinking funds 41,231 560 0
Variable rate demand bonds 55,100 0 55,100
Commercial paper 65,949 0 0
Notes payable to associated companies 0 29,246 56,224
Other short-term borrowings 41,707 0 0
--------------------------------------------------------------------------------
$ 2,842,903 $ 889,961 $ 579,438
================================================================================
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:
Statement of Retained Earnings
For the Three Months Ended March 31, 2002
(amounts in thousands of dollars)
Interstate Power Wisconsin Power Alliant Energy
and Light Company and Light Company Corporation
Consolidated
Beginning balance (December 31, 2001) $ 368,203 $ 381,333 $ 832,293
Gross earnings (1) 12,020 14,917 9,743
Goodwill amortization (2) - - -
Common stock dividends (20,086) (14,588) (44,851)
----------------------------------------------------------------------------
Ending balance (March 31, 2002) $ 360,137 $ 381,662 $ 797,185
============================================================================
(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.
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:
Incorporated by reference to Alliant Energy's registration statements on forms
S-4 dated December 13, 2001 and S-3 dated October 4, 2001.
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: ______________________________
Name: Enrique Bacalao
Title: Assistant Treasurer
May 30, 2002