UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE |
| ACT OF 1934 | |
| For the quarterly period ended March 31, 2004 | |
| or | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE |
| ACT OF 1934 | |
| For the transition period from _______ to _______ | |
| Commission | Name of Registrant, State of Incorporation, | IRS Employer |
| File Number | Address of Principal Executive Offices and Telephone Number | Identification Number |
| 1-9894 | ALLIANT ENERGY CORPORATION | 39-1380265 |
| (a Wisconsin corporation) | ||
| 4902 N. Biltmore Lane | ||
| Madison, Wisconsin 53718 | ||
| Telephone (608)458-3311 | ||
| 0-4117-1 | INTERSTATE POWER AND LIGHT COMPANY | 42-0331370 |
| (an Iowa corporation) | ||
| Alliant Energy Tower | ||
| Cedar Rapids, Iowa 52401 | ||
| Telephone (319)786-4411 | ||
| 0-337 | WISCONSIN POWER AND LIGHT COMPANY | 39-0714890 |
| (a Wisconsin corporation) | ||
| 4902 N. Biltmore Lane | ||
| Madison, Wisconsin 53718 | ||
| Telephone (608)458-3311 | ||
This combined Form 10-Q is separately filed by Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company. Information contained in the Form 10-Q relating to Interstate Power and Light Company and Wisconsin Power and Light Company is filed by such registrant on its own behalf. Each of Interstate Power and Light Company and Wisconsin Power and Light Company makes no representation as to information relating to registrants other than itself.
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
| Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Exchange Act). | ||
| Alliant Energy Corporation | Yes [ X ] | No [ ] |
| Interstate Power and Light Company | Yes [ ] | No [ X ] |
| Wisconsin Power and Light Company | Yes [ ] | No [ X ] |
| Number of shares outstanding of each class of common stock as of April 30, 2004: | |
| Alliant Energy Corporation | Common stock, $0.01 par value, 111,338,153 shares outstanding |
| Interstate Power and Light Company | Common stock, $2.50 par value, 13,370,788 shares outstanding (all of which |
| are owned beneficially and of record by Alliant Energy Corporation) | |
| Wisconsin Power and Light Company | Common stock, $5 par value, 13,236,601 shares outstanding (all of which are |
| owned beneficially and of record by Alliant Energy Corporation) | |
| TABLE OF CONTENTS | ||
| Page | ||
| Part I. | Financial Information | 2 |
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 2 |
| Alliant Energy Corporation: | ||
| Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2004 and 2003 | 2 | |
| Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 | 3 | |
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003 | 5 | |
| Notes to Condensed Consolidated Financial Statements | 6 | |
| Interstate Power and Light Company: | ||
| Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2004 and 2003 | 14 | |
| Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 | 15 | |
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003 | 17 | |
| Notes to Condensed Consolidated Financial Statements | 18 | |
| Wisconsin Power and Light Company: | ||
| Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2004 and 2003 | 20 | |
| Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 | 21 | |
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003 | 23 | |
| Notes to Condensed Consolidated Financial Statements | 24 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 26 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 |
| Item 4. | Controls and Procedures | 35 |
| Part II. | Other Information | 35 |
| Item 1. | Legal Proceedings | 35 |
| Item 6. | Exhibits and Reports on Form 8-K | 36 |
| Signatures | 37 | |
| DEFINITIONS | |
| Certain abbreviations or acronyms used in the text and notes of this combined Form 10-Q are defined below: | |
| Abbreviation or Acronym | Definition |
| Alliant Energy | Alliant Energy Corporation |
| ATC | American Transmission Company LLC |
| Corporate Services | Alliant Energy Corporate Services, Inc. |
| Dth | Dekatherm |
| EBITDA | Earnings Before Interest, Taxes, Depreciation and Amortization |
| EITF | Emerging Issues Task Force |
| Emery | Emery Generating Station |
| EPS | Earnings Per Average Common Share |
| FIN | Financial Accounting Standards Board Interpretation No. |
| FIN 46 | Consolidation of Variable Interest Entities |
| GAAP | Accounting Principles Generally Accepted in the U.S. |
| IP&L | Interstate Power and Light Company |
| IUB | Iowa Utilities Board |
| Kewaunee | Kewaunee Nuclear Power Plant |
| MD&A | Management's Discussion and Analysis of Financial Condition and Results of Operations |
| MPUC | Minnesota Public Utilities Commission |
| MW | Megawatt |
| MWh | Megawatt-hour |
| N/A | Not Applicable |
| PSCW | Public Service Commission of Wisconsin |
| PUHCA | Public Utility Holding Company Act of 1935 |
| Resources | Alliant Energy Resources, Inc. |
| SEC | Securities and Exchange Commission |
| SFAS | Statement of Financial Accounting Standards |
| SFAS 143 | Accounting for Asset Retirement Obligations |
| South Beloit | South Beloit Water, Gas and Electric Company |
| TBD | To Be Determined |
| U.S. | United States of America |
| WP&L | Wisconsin Power and Light Company |
| WPC | Whiting Petroleum Corporation |
1
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ALLIANT ENERGY
CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| For the Three Months Ended March 31, | |||||
| 2004 | 2003 | ||||
| (in thousands, except per share amounts) | |||||
| Operating revenues: | |||||
| Domestic utility: | |||||
| Electric | $467,906 | $443,025 | |||
| Gas | 248,869 | 257,881 | |||
| Other | 19,378 | 23,299 | |||
| Non-regulated | 154,853 | 184,025 | |||
| 891,006 | 908,230 | ||||
| Operating expenses: | |||||
| Domestic utility: | |||||
| Electric production fuel and purchased power | 198,051 | 196,239 | |||
| Cost of gas sold | 184,715 | 188,325 | |||
| Other operation and maintenance | 180,412 | 173,218 | |||
| Non-regulated operation and maintenance | 139,430 | 169,551 | |||
| Depreciation and amortization | 83,258 | 77,878 | |||
| Taxes other than income taxes | 26,301 | 26,076 | |||
| 812,167 | 831,287 | ||||
| Operating income | 78,839 | 76,943 | |||
| Interest expense and other: | |||||
| Interest expense | 43,368 | 54,365 | |||
| Loss on early extinguishment of debt | 5,392 | - | |||
| Equity (income) loss from unconsolidated investments | (16,627 | ) | 4,254 | ||
| Allowance for funds used during construction | (7,061 | ) | (3,861 | ) | |
| Preferred dividend requirements of subsidiaries | 4,678 | 4,158 | |||
| Interest income and other | (143 | ) | (4,788 | ) | |
| 29,607 | 54,128 | ||||
| Income from continuing operations before income taxes | 49,232 | 22,815 | |||
| Income taxes | 15,165 | 8,176 | |||
| Income from continuing operations | 34,067 | 14,639 | |||
| Loss from discontinued operations, net of tax (Note 7) | - | (9,134 | ) | ||
| Income before cumulative effect of changes in accounting principles | 34,067 | 5,505 | |||
| Cumulative effect of changes in accounting principles, net of tax | - | (5,983 | ) | ||
| Net income (loss) | $34,067 | ($478 | ) | ||
| Average number of common shares outstanding (basic) | 111,153 | 92,511 | |||
| Average number of common shares outstanding (diluted) | 111,579 | 92,538 | |||
| Earnings per average common share (basic and diluted): | |||||
| Income from continuing operations | $0.31 | $0.16 | |||
| Loss from discontinued operations | - | (0.10 | ) | ||
| Cumulative effect of changes in accounting principles | - | (0.07 | ) | ||
| Net income (loss) | $0.31 | ($0.01 | ) | ||
| Dividends declared per common share | $0.25 | $0.25 | |||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
2
ALLIANT ENERGY
CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| March 31, | December 31, | ||||
| ASSETS | 2004 | 2003 | |||
| (in thousands) | |||||
| Property, plant and equipment: | |||||
| Domestic utility: | |||||
| Electric plant in service | $5,769,017 | $5,707,478 | |||
| Gas plant in service | 653,912 | 646,439 | |||
| Other plant in service | 539,610 | 538,340 | |||
| Accumulated depreciation | (3,046,010 | ) | (2,985,285 | ) | |
| Net plant | 3,916,529 | 3,906,972 | |||
| Construction work in progress: | |||||
| Emery generating facility | 323,432 | 304,332 | |||
| Other | 170,978 | 152,684 | |||
| Other, less accumulated depreciation (accum. depr.) of $3,302 and $3,242 | 66,858 | 68,611 | |||
| Total domestic utility | 4,477,797 | 4,432,599 | |||
| Non-regulated and other: | |||||
| Non-regulated Generation, less accum. depr. of $4,281 and $3,380 | 205,555 | 204,480 | |||
| International, less accum. depr. of $36,799 and $33,708 | 196,967 | 198,875 | |||
| Other Investments, less accum. depr. of $28,850 and $26,179 | 61,408 | 53,819 | |||
| Integrated Services, less accum. depr. of $34,628 and $32,903 | 59,330 | 60,617 | |||
| Corporate Services and other, less accum. depr. of $29,609 and $25,283 | 68,349 | 68,415 | |||
| Total non-regulated and other | 591,609 | 586,206 | |||
| 5,069,406 | 5,018,805 | ||||
| Current assets: | |||||
| Cash and temporary cash investments | 196,432 | 242,281 | |||
| Restricted cash | 8,453 | 11,418 | |||
| Accounts receivable: | |||||
| Customer, less allowance for doubtful accounts of $5,302 and $5,522 | 168,886 | 80,664 | |||
| Unbilled utility revenues | 94,140 | 83,385 | |||
| Other, less allowance for doubtful accounts of $874 and $786 | 62,898 | 94,733 | |||
| Income tax refunds receivable | 44,237 | 20,878 | |||
| Production fuel, at average cost | 46,359 | 54,148 | |||
| Materials and supplies, at average cost | 62,236 | 60,518 | |||
| Gas stored underground, at average cost | 15,912 | 90,964 | |||
| Regulatory assets | 43,285 | 61,777 | |||
| Other | 64,624 | 82,137 | |||
| 807,462 | 882,903 | ||||
| Investments: | |||||
| Investments in unconsolidated foreign entities | 503,485 | 481,525 | |||
| Nuclear decommissioning trust funds | 395,774 | 381,524 | |||
| Investment in ATC and other | 267,494 | 260,511 | |||
| 1,166,753 | 1,123,560 | ||||
| Other assets: | |||||
| Regulatory assets | 329,742 | 339,261 | |||
| Deferred charges and other | 393,525 | 410,917 | |||
| 723,267 | 750,178 | ||||
| Total assets | $7,766,888 | $7,775,446 | |||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
3
ALLIANT ENERGY
CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED) (Continued)
| March 31, | December 31, | ||||
| CAPITALIZATION AND LIABILITIES | 2004 | 2003 | |||
| (in thousands, except share amounts) | |||||
| Capitalization: | |||||
| Common stock - $0.01 par value - authorized 200,000,000 shares; | |||||
| outstanding 111,321,380 and 110,962,910 shares | $1,113 | $1,110 | |||
| Additional paid-in capital | 1,653,113 | 1,643,572 | |||
| Retained earnings | 846,788 | 840,417 | |||
| Accumulated other comprehensive loss | (100,661 | ) | (106,415 | ) | |
| Shares in deferred compensation trust - 268,485 and 264,673 shares | |||||
| at an average cost of $27.54 and $27.84 per share | (7,395 | ) | (7,370 | ) | |
| Total common equity | 2,392,958 | 2,371,314 | |||
| Cumulative preferred stock of subsidiaries, net | 243,803 | 243,803 | |||
| Long-term debt, net (excluding current portion) | 2,104,908 | 2,123,298 | |||
| 4,741,669 | 4,738,415 | ||||
| Current liabilities: | |||||
| Current maturities and sinking funds | 69,346 | 69,281 | |||
| Variable rate demand bonds | 55,100 | 55,100 | |||
| Commercial paper | 122,500 | 107,500 | |||
| Other short-term borrowings | 16,717 | 21,495 | |||
| Accounts payable | 276,622 | 309,816 | |||
| Accrued interest | 45,180 | 43,962 | |||
| Accrued taxes | 55,927 | 70,835 | |||
| Other | 159,432 | 176,120 | |||
| 800,824 | 854,109 | ||||
| Other long-term liabilities and deferred credits: | |||||
| Accumulated deferred income taxes | 719,135 | 702,648 | |||
| Accumulated deferred investment tax credits | 47,817 | 49,085 | |||
| Regulatory liabilities | 641,648 | 632,230 | |||
| Asset retirement obligations | 351,491 | 345,680 | |||
| Pension and other benefit obligations | 196,041 | 188,324 | |||
| Other | 210,607 | 212,413 | |||
| 2,166,739 | 2,130,380 | ||||
| Minority interest | 57,656 | 52,542 | |||
| Total capitalization and liabilities | $7,766,888 | $7,775,446 | |||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
4
ALLIANT ENERGY
CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Three Months Ended March 31, | |||||
| 2004 | 2003 | ||||
| (in thousands) | |||||
| Cash flows from operating activities: | |||||
| Net income (loss) | $34,067 | ($478 | ) | ||
| Adjustments to reconcile net income (loss) to net cash flows from operating activities: | |||||
| Loss from discontinued operations, net of tax | - | 9,134 | |||
| Depreciation and amortization | 83,258 | 77,878 | |||
| Other amortizations | 17,046 | 16,510 | |||
| Deferred tax expense and investment tax credits | 14,065 | 10,830 | |||
| Equity (income) loss from unconsolidated investments, net | (16,627 | ) | 4,254 | ||
| Distributions from equity method investments | 6,863 | 2,969 | |||
| Cumulative effect of changes in accounting principles, net of tax | - | 5,983 | |||
| Other | (6,256 | ) | (7,301 | ) | |
| Other changes in assets and liabilities: | |||||
| Accounts receivable | 7,858 | (83,197 | ) | ||
| Sale of utility accounts receivable | (75,000 | ) | 25,000 | ||
| Income tax refunds receivable | (23,359 | ) | (22,129 | ) | |
| Gas stored underground | 75,052 | 55,330 | |||
| Accounts payable | (15,173 | ) | 44,791 | ||
| Adjustment clause balances | 19,583 | (22,299 | ) | ||
| Other | 1,628 | 49,368 | |||
| Net cash flows from operating activities | 123,005 | 166,643 | |||
| Cash flows from (used for) financing activities: | |||||
| Common stock dividends | (27,696 | ) | (23,033 | ) | |
| Proceeds from issuance of common stock | 7,691 | 6,854 | |||
| Proceeds from issuance of long-term debt | - | 60,000 | |||
| Reductions in long-term debt | (20,895 | ) | (670 | ) | |
| Net change in commercial paper and other short-term borrowings | 10,222 | 119,616 | |||
| Net change in loans with discontinued operations | - | (17,501 | ) | ||
| Other | 1,417 | (14,629 | ) | ||
| Net cash flows from (used for) financing activities | (29,261 | ) | 130,637 | ||
| Cash flows used for investing activities: | |||||
| Construction and acquisition expenditures: | |||||
| Domestic utility business | (112,117 | ) | (103,457 | ) | |