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 January 1, 2003 - March 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:
Market value per share at March 31, 2003 $ 16.07
Common equity at March 31, 2003 $ 1,847,880,000
Total shares outstanding at March 31, 2003 92,733,802
Book value per share at March 31, 2003 $ 19.93
Market-to-book ratio of Alliant Energy's common stock 80.65%
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 C
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 D
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:
None
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 E
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 F
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 $5.1 million in nonutility energy
assets during the period from January 1, 2003 through March 31, 2003.
Whiting Petroleum Corporation's Energy Asset Investments:
-----------------------------------------------------------
No asset investments
Sub-total: $ 0
Leasing and other activity $ 5,809,821
Proceeds from sales $ (0)
Total: $ 5,809,821
Alliant Energy Corporation formed the following intermediate subsidiaries during
the period from January 1, 2003 through March 31, 2003. The intermediate
subsidiary is designated with an asterisk while its parent company is designated
as such. The amounts in parentheses represent the amount of investment in that
intermediate subsidiary during the period from January 1, 2003 through March 31,
2003.
Alliant Energy Resources, Inc.
AE Neenah Holdings, LLC * - ($60.0 million)
Grandelight Holding Limited
LNTI Holdings, B.V. * - ($50.9 million)
Alliant Energy Corporation did not form any financing subsidiaries during the
period from January 1, 2003 through March 31, 2003.
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 May 2, 2003.
(2) Wisconsin Power and Light Company filed a U-6B-2 on May 2, 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-Q for the quarter
ended March 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 G
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 H
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:
Interstate Power and Light Company filed an S-4 Form on March 28, 2003.
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 30, 2003
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit A
Report Period: January 1, 2003 - March 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.
March 31, 2003
Aggregate
Investments Commitments Investment
----------------------------------
(dollars in millions)
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. (Inactive) $ - $ - $ -
Alliant Energy Renewable Resources Ltd. (Inactive) - - -
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. (Inactive) - - -
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. 9.4 - 9.4
Henan Yongfeng Electric Power Co. Ltd. 11.4 - 11.4
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 18.8 59.3
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 14.0 - 14.0
Sociedade Anonima de Eletrificacao da Paraiba S.A. 90.2 - 90.2
Southern Hydro Partnership 59.7 - 59.7
Tai An Hua Feng Peak Heat and Power Co. Ltd. 6.3 - 6.3
Tangshan Peak Heat & Power Co. Ltd. 48.6 - 48.6
Tongxiang TIES Power & Heat Co. Ltd. 10.4 - 10.4
TrustPower Ltd. 65.4 - 65.4
Usina Termeletrica de Juiz De Fora S.A. 13.9 - 13.9
Zouping Peak CHP Co. Ltd. 16.3 - 16.3
Guarantee of debt security intended to finance future FUCO investments - 25.0 25.0
-----------------------------
Aggregate Investments in Foreign Utility Companies (FUCOs) 437.8 43.8 481.6
-----------------------------
Alliant Energy Neenah, LLC 60.0 - 60.0
Guarantee of the debt security of a 6 Mw low Btu gas electric generating facility in Cedar Rapids, Iowa - 4.3 4.3
-----------------------------
Aggregate Investments in Electric Wholesale Generators (EWGs) 60.0 4.3 64.3
----------------------------
Total Aggregate Investments in EWGs and FUCOs 97.8 48.1 545.9
----------------------------
Balance at Average
end of quarter balance
-------------------------
Alliant Energy's consolidated retained earnings at June 30, 2002 758.5
Alliant Energy's consolidated retained earnings at September 30, 2002 757.8
Alliant Energy's consolidated retained earnings at December 31, 2002 758.2
Alliant Energy's consolidated retained earnings at March 31, 2003 734.7
Alliant Energy's "consolidated retained earnings" at March 31, 2003 (average of ending balance of four previous quarters) 752.3
----------
Amount remaining under the Requested EWG/FUCO Investment Authority. $ 206.4
==========
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit B
Report Period: January 1, 2003 - March 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
March 31, 2003
(amounts in thousands of dollars)
Amounts Percentage
--------------------------------------------
Common equity $ 1,847,880 35.18%
Cumulative preferred stock 205,063 3.90%
Consolidated debt (1) 3,200,250 60.92%
--------------------------------------------
$ 5,253,193 100.00%
============================================
(1)
Long-term debt (excluding current portion) $ 2,659,878
Current maturities and sinking funds 56,435
Variable rate demand bonds 55,100
Commercial paper 167,000
Other short-term borrowings 261,837
-------------------------
$ 3,200,250
=========================
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit C
Report Period: January 1, 2003 - March 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 March 31, 2003
(amounts in thousands of dollars)
Beginning balance (December 31, 2002) $ 758,187
Net income/(loss):
From EWGs and FUCOs (*) -
Other (478)
-----------
Total net income/(loss) (478)
Common stock dividends (23,033)
-----------------
Ending balance (March 31, 2003) $ 734,676
=================
(*) Amount does not include the allocation of interest, tax or corporate
expenses.
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit D
Report Period: January 1, 2003 - March 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 March 31, 2003
-----------------------------------------------------
Revenues Net Income/(Loss)
-----------------------------------------------------
Alliant Energy Operaciones de Mexico, S. de R.L. de C.V. (Inactive) - -
Alliant Energy Neenah, LLC 2,510,343 873,591
Alliant Energy Renewable Resources Ltd. - (142,193)
Alliant Energy Servicios de Mexico, S. de R.L. de C.V. (Inactive) - -
Anhui New Energy Heat & Power Co. Ltd. 24,053,858 4,113,463
Catleo Energia S.A. 2,376,003 (5,573,366)
Companhia de Electricidade de Nova Friburgo S.A. 19,666,910 2,004,859
Companhia Energetica da Borborema S.A. 25,429,834 (86,350)
Companhia Forca e Luz Cataguazes-Leopoldina S.A. 69,129,401 (25,963,605)
Empresa Energetica de Sergipe S.A. 102,008,689 (6,229,486)
Hebei Wuan Peak Heat and Power Co. Ltd. 7,551,764 1,505,356
Henan Anfeng Electric Power Co. Ltd. 8,643,160 906,601
Henan Yongfeng Electric Power Co. Ltd. 10,749,427 1,591,546
Infratil Ltd. (*) 60,473,610 11,554,061
Jiaxing JIES Power & Heat Co. Ltd. 12,772,215 1,668,516
LDM Utility Co., S.A. de C.V. (**) - -
Shijiazhuang Chengfeng Cogeneration Co. Ltd. 8,213,996 2,505,682
Sociedade Anonima de Eletrificacao da Paraiba S.A. 130,657,459 11,811,340
Southern Hydro Partnership 4,753,891 (18,444,768)
Tangshan Peak Heat and Power Co. Ltd. 30,606,948 412,058
Tai An Hua Feng Peak Heat and Power Co. Ltd. 2,978,464 1,205,584
Tongxiang TIES Power & Heat Co. Ltd. 8,411,292 1,909,519
TrustPower Ltd. (***) 461,606,107 22,968,023
Usina Termeletrica de Juiz De Fora S.A. 14,014,680 (12,835,677)
Zouping Peak CHP Co. Ltd. 16,722,364 3,687,843
(*) The most recently available information for Infratil Ltd. September
30, 2002.
(**) The most recently available information for LDM Utility Co., S.A. de
C.V. is the twelve months ended December 31, 2002.
(***)The most recently available information for Trust Power Ltd.is
December 31, 2002.
Certificate Pursuant to Rule 24
Exhibit E
Report Period: January 1, 2003 - March 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 plants 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
-------------------------------------------------------------------------
1/06/2003 - 22,347 -
1/15/2003 50,670 - -
2/18/2003 201,841 - -
2/18/2003 - 79,165 -
3/17/2003 33,379 - -
3/17/2003 - 42,181 -
=========================================================================
TOTALS 285,890 143,693 -
Grand Total: 429,583
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit F
Report Period: January 1, 2003 - March 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
------------------------------------------------------------------------------------------------------------------------------------
Resources NG Energy Natural Gas Purchases BP Canada Energy 1/23/2003 1/30/2004 $ 5,000,000
Trading, LLC & Sales Marketing Corp.
Resources NG Energy Natural Gas/Oil Purchases Virginia Power Energy 2/17/2003 9/16/2003 $ 16,000,000
Trading, LLC & Sales/Derivatives Marketing, Inc.
Alliant Energy NG Energy Natural Gas/Oil Purchases Nexen Marketing 2/21/2003 2/20/2004 $ 5,000,000
Trading, LLC & Sales/Derivatives U.S.A. Inc.
Resources SmartEnergy, Derivatives Constellation Power 2/05/2003 5/31/2003 $ 1,000,000
Inc. Source, Inc.
Resources SmartEnergy, Natural Gas Purchases, Sales Consolidated Edison 2/14/2003 6/30/2003 $ 631,000
Inc. Transportation, Storage, Company of New
Balancing, Load Following York, Inc.
Resources SmartEnergy, Billing Agreement Consolidated Edison 3/27/2003 6/30/2003 $ 5,400,000
Inc. Company of New
York, Inc.
Resources SmartEnergy, Energy, Ancillary & New York Independent 3/28/2003 6/30/2003 $ 13,100,000
Inc. Transmission Purchases System Operator, Inc.
& Unforced Capacity
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit F (continued)
Report Period: January 1, 2003 - March 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.
Amount
Guarantor On Behalf Of Purpose Name of Guaranteed Party Period Guaranteed
------------------------------------------------------------------------------------------------------------------------------------
Bonds:
Alliant Energy Resources Licensed Service State of Iowa 1/09/03-1/09/04 $ 100,000
Company's Bond
Alliant Energy Interstate Power Worker's Comp Bond State of Minnesota 1/01/03-1/01/04 $ 360,000
and Light/Alliant
Energy Corporate
Services
Alliant Energy RMT Performance Bond Antioch School District 1/10/03-12/30/03 $ 1,583,000
Alliant Energy Alliant Energy Blanket Performance Railroad Commission 2/01/03-6/30/04 $ 25,000
Oakhill Pipeline Bond of Texas
Alliant Energy Cogenex Performance/ New York State DOC 2/19/03-1/31/04 $ 2,932,539
Payment Bond
Alliant Energy Whiting Blanket Oil & Gas Railroad Commission 2/03/03-2/03/04 $ 250,000
of Texas
Alliant Energy Alliant South Blanket Performance Railroad Commission 2/28/03-6/01/04 $ 25,000
Texas Pipeline Bond of Texas
Alliant Energy Alliant Energy Blanket Performance Railroad Commission 3/01/03-8/01/04 $ 25,000
Desdemona, LP Bond of Texas
Alliant Energy RMT Contractors Bond State of California 03/09/03-03/09/04 $ 7,500
Alliant Energy RMT Contractors Bond State of Oregon 03/27/03-03/27/04 $ 15,000
Alliant Energy Whiting Lessee State of Wyoming 3/11/03-3/11/04 $ 100,000
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit G
Report Period: January 1, 2003 - March 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
March 31, 2003
(amounts in thousands of dollars)
Interstate Power and Wisconsin Power and
Alliant Energy Corporation Light Company Light Company
Amounts Percentage Amounts Percentages Amounts Percentages
---------------------------- ----------------------------- ---------------------------
Common equity $ 1,847,880 35.18% $ 866,668 45.14% $ 760,454 54.31%
Cumulative preferred stock 205,063 3.90% 145,100 7.56% 59,963 4.28%
Consolidated debt (1) 3,200,250 60.92% 908,047 47.30% 579,840 41.41%
------------------------- ------------------------- ---------------------------
$ 5,253,193 100.00% $ 1,919,815 100.00% $ 1,400,257 100.00%
========================= ========================= ===========================
(1)
Long-term debt (excluding current portion) $ 2,659,878 $ 827,467 $ 468,240
Current maturities and sinking funds 56,435 5,080 -
Variable rate demand bonds 55,100 - 55,100
Commercial paper 167,000 75,500 56,500
Other short-term borrowings 261,837 - -
-------------- ---------------- -------------------
$ 3,200,250 $ 908,047 $ 579,840
============== ================ ===================
Alliant Energy Corporation
Certificate Pursuant to Rule 24
Exhibit H
Report Period: January 1, 2003 - March 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 March 31, 2003
(amounts in thousands of dollars)
Alliant Energy
Interstate Power Wisconsin Power Corporation
and Light Company and Light Company Consolidated
Beginning balance (December 31, 2002) $ 374,428 $ 399,302 $ 758,187
Gross earnings (1) 21,627 9,287 (478)
Goodwill amortization (2) - - -
Common stock dividends (21,544) (15,496) (23,033)
--------------------------------------------------------------------------
Ending balance (March 31, 2003) $ 374,511 $ 393,093 $ 734,676
==========================================================================
(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.