[Federal Register Volume 69, Number 227 (Friday, November 26, 2004)]
[Notices]
[Pages 68999-69007]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E4-3337]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27913]


Filing Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

November 19, 2004.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission under provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by December 15, 2004, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts or law that 
are disputed. A person who so requests will be notified of any hearing, 
if ordered, and will receive a copy of any notice or order issued in 
the matter. After December 15, 2004, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Alliant Energy Corporation, et al. (70-10249)

    Alliant Energy Corporation (``Alliant Energy''), a registered 
holding company, 4902 N. Biltmore Lane, Madison, Wisconsin 53718; 
Wisconsin Power and Light Company (``WP&L''), Interstate Power and 
Light Company (``IP&L''), and Wisconsin River Power Company (``WRP''), 
public-utility subsidiaries of Alliant Energy; Alliant Energy Corporate 
Services, Inc. (``Alliant Services''), Alliant Energy's subsidiary 
service company; and the following non-utility subsidiaries of Alliant 
Energy: Alliant Energy Resources, Inc. (``AER''), Alliant Energy 
Nuclear LLC and its subsidiary, Alliant Energy Synfuel LLC and its 
subsidiaries, Alliant Energy EPC, LLC, Alliant Energy TransCo LLC and 
its subsidiary, Distribution Vision 2010, WPL Transco, LLC, AER Holding 
Company, AEG Worldwide, Inc. and its subsidiaries, Alliant Energy 
Neenah, LLC, Alliant Energy Transportation, Inc. and its subsidiaries, 
Alliant Energy Investments, Inc. and its subsidiaries, Alliant Energy 
International, Inc. and its subsidiaries, and Alliant Energy Integrated 
Services Company and its subsidiaries (collectively, ``Applicants''), 
have filed an application/declaration (``Application'') with the 
Commission in this proceeding pursuant to sections 6(a), 7, 9(a), 10, 
12(b), 13(b), 32, 33 and 34 of the Act and rules 43, 45(a), 46(a), 53, 
54, 58 and 80-92 under the Act.
    Applicants request authority to engage in a variety of financing 
transactions, credit support arrangements, hedging transactions and 
other related proposals, as more fully discussed below, commencing on 
the effective date of an order issued under this filing and ending 
December 31, 2007 (``Authorization Period''). Among other things:
    1. Alliant Energy requests authorization to issue and sell during 
the Authorization Period any combination of the following types of 
securities: common stock, preferred securities, long-term debt 
securities having maturities of one to fifty years and short-term debt 
securities having maturities of less than one year, all subject to an 
aggregate limitation not to exceed $500 million at any time outstanding 
and excluding shares of common stock separately authorized by the 
Commission in connection with Alliant Energy's Rights Agreement. 
Further, Alliant Energy requests authorization to issue guarantees and

[[Page 69000]]

provide other forms of credit support with respect to securities issued 
by, or other obligations of, its subsidiaries in an aggregate principal 
amount not to exceed $3.0 billion at any time outstanding.
    2. IP&L requests authorization to issue and sell during the 
Authorization Period any combination of the following types of 
securities: preferred securities, long-term debt securities and short-
term debt securities, all subject to an aggregate limitation not to 
exceed $700 million at any time outstanding or such lesser amount as 
may be authorized from time to time by the Minnesota Public Utilities 
Commission (``MPUC'').
    3. WRP requests authorization to issue and sell during the 
Authorization Period long-term debt and short-term debt in an aggregate 
amount not to exceed $2.5 million at any time outstanding.
    4. Further, Alliant Energy, IP&L and WRP request approval of 
certain general terms and conditions, including limits on the effective 
cost of funds, in connection with the above, and certain other proposed 
transactions for which the Applicants seek authority.
    5. AER and certain non-utility subsidiaries request authorization 
to provide guarantees and other forms of credit support with respect to 
securities issued by, and other obligations of, other non-utility 
subsidiaries in an aggregate amount not to exceed $600 million at any 
time outstanding, in addition to guarantees exempt under rules 45(b) 
and 52 under the Act.
    6. Alliant Energy, AER and certain non-utility subsidiaries request 
authorization to continue their participation in the Non-Utility Money 
Pool as previously authorized and Alliant Services requests 
authorization to become a participant in the Non-Utility Money Pool.
    7. Applicants seek authority to maintain the previously authorized 
level of aggregate investment in foreign utility companies (``FUCOs'') 
and exempt wholesale generators (``EWGs'').\1\
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    \1\ The previously authorized level of aggregate investment was 
set at 100% of Alliant Energy's consolidated retained earnings 
which, at the time, as $805.7 million.
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I. The Alliant Energy System

    According to the Application, Alliant Energy's principal public-
utility subsidiaries are IP&L, WP&L and South Beloit Water, Gas and 
Electric Company (``SBWG&E''). Together, IP&L, WP&L and SBWG&E provide 
public-utility service to approximately 970,000 electric and 409,000 
retail gas customers in parts of Wisconsin, Iowa, Minnesota, and 
Illinois. WP&L also owns 50% of the issued and outstanding common stock 
of WRP, which owns and operates hydroelectric generating facilities in 
Wisconsin. IP&L, WP&L, SBWG&E, and WRP are herein referred to 
collectively as the ``Utility Subsidiaries.'' \2\
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    \2\ Alliant Energy also indirectly holds approximately 25% of 
the common stock of ATC Management, Inc. and an approximately 25% 
membership interest in American Transmission Company, LLC, which 
were formed to acquire, own and manage the Wisconsin transmission 
assets of Alliant Energy and certain other Wisconsin electric 
utility companies. These subsidiaries are not applicants in this 
proceeding.
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    In addition to Alliant Services, the Application states that 
Alliant Energy's principal non-utility subsidiary is AER, which serves 
as the holding company for substantially all of Alliant Energy's non-
utility investments and subsidiaries. AER has ten direct wholly-owned 
non-utility subsidiaries (Alliant Energy Transportation, Inc., Alliant 
Energy International, Inc., Alliant Energy Investments, Inc., Alliant 
Energy Integrated Services Company, AER Holding Company, AEG Worldwide, 
Inc., Alliant Energy Synfuel LLC, Alliant Energy Neenah, LLC, Alliant 
Energy EPC, LLC, and LNT Communications L.L.C.) that are engaged, 
directly and indirectly through other non-utility subsidiaries, 
principally in (i) rail transportation, barge terminal and hauling, and 
fuel transportation and handling operations; (ii) developing, owning 
and operating domestic generation projects and foreign utility systems 
and providing technical and operational services to owners of wind 
power projects; (iii) various other unregulated energy-related 
businesses, including steam production, fuel management services and 
energy management services; (iv) providing environmental consulting and 
engineering services; (v) synthetic fuels processing; and (vi) 
management of investments in telecommunications operations, undeveloped 
real estate, and affordable housing projects. Alliant Services, AER, 
AER's direct non-utility subsidiaries named above, and the other direct 
and indirect non-utility subsidiaries of Alliant Energy named in the 
application/declaration, and their respective non-utility subsidiaries, 
are referred to as the ``Non-Utility Subsidiaries.''
    The Utility Subsidiaries and Non-Utility Subsidiaries are referred 
to collectively as the ``Subsidiaries.'' The term Subsidiaries also 
includes any other subsidiaries hereafter acquired, directly or 
indirectly, by Alliant Energy in a transaction that is exempt under the 
Act or rules thereunder (in particular, Rule 58) or in a transaction 
that has been approved by the Commission either in this proceeding 
(e.g., a ``Financing Subsidiary'' or ``Intermediate Subsidiary,'' as 
described below) or in a separate proceeding. Alliant Energy and the 
Subsidiaries are sometimes referred to as the ``Applicants.''

II. Requests for Authority

    Applicants request authority to engage in a program of external 
financing by Alliant Energy, IP&L and WRP, credit support arrangements, 
continuation of the Non-Utility Money Pool, interest rate hedging 
transactions, and other related proposals for the period commencing 
January 1, 2005 and extending through December 31, 2007 (the 
``Authorization Period'').\3\ Specifically, Applicants seek authority 
for the following:
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    \3\ The current financing authority for Alliant Energy and its 
Subsidiaries is contained in a number of separate orders: Alliant 
Energy et al., HCAR No. 27448 (October 3, 2001) (''October 2001 
Order''), as modified by Alliant Energy, et al., HCAR No. 27620 
(December 17, 2002); Alliant Energy et al., HCAR No. 27542 (June 21, 
2002), as modified by Alliant Energy et al., HCAR No. 27575 (October 
10, 2002) and Alliant Energy et al., HCAR No. 27615 (December 12, 
2002); IES Utilities, Inc. HCAR No. 26945 (November 25, 1998) as 
modified by IES Utilities, Inc. HCAR No. 27306 (December 15, 2000) 
and Interstate Power Company, HCAR No. 27456 (October 24, 2001) and 
Interstate Power and Light Company, HCAR No. 27863 (June 25, 2004); 
and Interstate Power and Light Company, HCAR No. 27614 (December 12, 
2002). Applicants state that IP&L will relinquish its authority 
under this last referenced order upon the effective date of the 
Commission's order in this proceeding.
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A. General Terms and Conditions

    Applicant proposes to make the following general terms applicable 
where appropriate to the proposed external financing activities of 
Alliant Energy, IP&L and WRP as described below:
    (a) Effective Cost of Funds. The effective cost of money (i.e., the 
aggregate of all payments, including interest and other periodic 
payments) in respect of stock purchase contracts and stock purchase 
units issued by Alliant Energy will not exceed at the time of issuance 
the greater of (a) 700 basis points over the yield to maturity of 
comparable-term U.S. Treasury securities or (b) a gross spread over 
U.S. Treasury securities that is consistent with similar securities of 
comparable credit quality and maturities issued by other companies. The 
effective cost of money on long-term debt securities issued by Alliant 
Energy, IP&L and WRP will not exceed at the time of issuance the 
greater of (a) 500 basis points over the yield to maturity of 
comparable-term U.S. Treasury securities if the interest

[[Page 69001]]

rate on such long-term debt securities is a fixed rate or 500 basis 
points over the London Interbank Offered Rate (``LIBOR'') for 
maturities of less than one year if the rate on such long-term debt 
securities is a floating rate, or (b) a gross spread over U.S. Treasury 
securities or LIBOR, as applicable, that is consistent with similar 
securities of comparable credit quality and maturities issued by other 
companies. The effective cost of money on preferred stock issued by 
IP&L and preferred securities issued by Alliant Energy and IP&L will 
not exceed at the time of issuance the greater of (a) 600 basis points 
over the yield to maturity of comparable-term U.S. Treasury securities 
or (b) a gross spread over U.S. Treasury securities that is consistent 
with similar securities of comparable credit quality and maturities 
issued by other companies. The effective cost of money on short-term 
debt securities issued by Alliant Energy, IP&L and WRP will not exceed 
at the time of issuance the greater of (a) 500 basis points over the 
applicable reference rate (e.g. LIBOR, prime lending rate, etc.) or (b) 
a gross spread over LIBOR that is consistent with similar securities of 
comparable credit quality and maturities issued by other companies.
    (b) Maturity. The maturity of long-term debt securities will be 
between one year and 50 years after the issuance thereof. Preferred 
securities, stock purchase contracts and stock purchase units will be 
redeemed no later than 50 years after the issuance thereof, unless 
converted into common stock. Preferred stock of IP&L may be perpetual 
in duration.
    (c) Issuance Expenses. The underwriting fees, commissions or other 
similar remuneration paid in connection with any non-competitive 
issuance, sale or distribution of securities will not exceed the 
greater of (a) 5% of the principal or total amount of the securities 
being issued or (b) issuance expenses that are generally paid at the 
time of the pricing for sales of similar securities having the same or 
reasonably similar terms and conditions issued by similar companies of 
reasonably comparable credit quality.
    (d) Common Equity Ratio. At all times during the Authorization 
Period, Alliant Energy and each Utility Subsidiary will maintain common 
equity of at least 30% of its consolidated capitalization (common stock 
equity, preferred stock equity, long-term debt and short-term debt); 
provided that Alliant Energy will in any event be authorized to issue 
common stock (including pursuant to stock-based plans maintained for 
shareholders, including new investors, officers, employees and non-
employee directors) to the extent authorized herein.
    (e) Investment Grade Ratings. The Applicants further represent 
that, except for securities issued to fund intrasystem financings, no 
guarantees or other securities, other than common stock, may be issued 
in reliance upon the authorization granted by the Commission, unless 
(i) the security to be issued, if rated, is rated investment grade; 
(ii) all outstanding securities of the issuer that are rated are rated 
investment grade; and (iii) all outstanding securities of Alliant 
Energy that are rated are rated investment grade. For purposes of this 
provision, a security will be deemed to be rated ``investment grade'' 
if it is rated investment grade by at least one nationally recognized 
statistical rating organization, as that term is used in paragraphs 
(c)(2)(vi)(E), (F) and (H) of Rule 15c3-1 under the Securities Exchange 
Act of 1934, as amended (``1934 Act''). The ratings test will not apply 
to any issuance of common stock. The Applicants further request that 
the Commission reserve jurisdiction over the issuance of any guarantee 
or other securities in reliance upon the authorization granted by the 
Commission at any time that the conditions set forth in clauses (i) 
through (iii) above are not satisfied.
    It is stated that the proceeds from the financings authorized by 
the Commission pursuant to this application/declaration will be used 
for general corporate purposes, including (i) financing, in part, 
investments by and capital expenditures of Alliant Energy and its 
Subsidiaries, (ii) funding of future investments in EWGs, FUCOs, and 
``energy-related companies'' under Rule 58 (``Rule 58 Companies''), 
(iii) the acquisition, retirement or redemption by Alliant Energy or 
any Subsidiary of any of its own securities pursuant to Rule 42 or as 
authorized by the Commission in this proceeding, (iv) financing working 
capital requirements of Alliant Energy and its Subsidiaries, including 
by making contributions to the Non-Utility Money Pool, and/or (v) the 
acquisition of the securities or assets of other companies, as 
authorized in this proceeding or as may be authorized by the Commission 
in a separate proceeding. The Applicants represent that no financing 
proceeds will be used to acquire the equity securities of any new 
subsidiary unless such acquisition has been approved by the Commission 
in this proceeding or in a separate proceeding or in accordance with an 
available exemption under the Act or rules thereunder, including 
Sections 32 and 33 and Rule 58. Alliant Energy states that the 
aggregate amount of the proceeds of securities (including guarantees) 
issued by Alliant Energy to fund investments in EWGs and FUCOs will 
not, when added to Alliant Energy's ``aggregate investment'' in all 
such entities at any point in time, exceed the EWG/FUCO Investment 
Limitation authorized under the October 2001 Order. Alliant Energy 
requests the Commission to continue its reservation of jurisdiction 
over Alliant Energy's use of financing proceeds to fund investments in 
EWGs and FUCOs in an amount which, when added to Alliant Energy's 
``aggregate investment'' in such entities from time to time, would 
equal $1.75 billion. The Applicants further represents that the 
proceeds of securities (including guarantees) used by Alliant Energy or 
any Subsidiary to fund investments in Rule 58 Companies will be subject 
to the limitations of that rule.

B. External Financing by Alliant Energy, IP&L and WRP

    1. Alliant Energy. Alliant Energy requests authorization to issue 
and sell, from time to time during the Authorization Period, any 
combination of the following types of securities: (A) Common stock 
(``Common Stock'') (including options and warrants exercisable for 
Common Stock), forward stock purchase contracts (``Stock Purchase 
Contracts'') and stock units consisting of a Stock Purchase Contract 
coupled with an intermediate-term debt security of Alliant Energy 
(``Stock Purchase Units''), (B) preferred securities (including without 
limitation monthly income preferred trust securities) (``Preferred 
Securities''), (C) long-term debt securities having maturities of one 
to fifty years (``Long-term Debt''), and (D) and short-term debt 
securities having maturities of less than one year (``Short-term 
Debt''), provided that the aggregate amount of all such new securities 
issued during the Authorization Period shall not exceed $500 million at 
any time outstanding, and provided further that any shares of Common 
Stock sold pursuant to Alliant Energy's Rights Agreement (as separately 
authorized by the Commission) will not count against this limit.
    Alliant Energy contemplates that such securities would be issued 
and sold directly to the public in one or more offerings registered 
under the Securities Act of 1933, as amended (the ``1933 Act'') either 
(i) through underwriters selected by negotiation or competitive bidding 
or (ii) through a selling agent acting either as agent or as principal 
for

[[Page 69002]]

resale to the public either directly or through dealers, or to one or 
more purchasers in privately-negotiated transactions or to one or more 
investment banking or underwriting firms or other entities who would 
resell such securities without registration under the 1933 Act in 
reliance upon one or more applicable exemptions from registration 
thereunder. All such securities sales will be at rates or prices and 
under conditions negotiated or based upon, or otherwise determined by, 
competitive capital markets.
    Alliant Energy may issue and sell Common Stock, Stock Purchase 
Contracts and Stock Purchase Units pursuant to underwriting agreements 
of a type generally standard in the industry. Public distributions may 
be pursuant to private negotiation with underwriters, dealers or 
agents, as discussed below, or effected through competitive bidding 
among underwriters. In addition, sales may be made through private 
placements or other non-public offerings to one or more persons. If 
underwriters are used in the sale of such securities, such securities 
will be acquired by the underwriters for their own account and may be 
resold from time to time in one or more transactions, including 
negotiated transactions, at a fixed public offering price or at varying 
prices determined at the time of sale. Such securities may be offered 
to the public either through underwriting syndicates (which may be 
represented by a managing underwriter or underwriters designated by 
Alliant Energy) or directly by one or more underwriters acting alone, 
or may be sold directly by Alliant Energy or through agents designated 
by Alliant Energy from time to time. If dealers are used in the sale of 
such securities, Alliant Energy will sell such securities to the 
dealers, as principals. Any dealer may then resell such securities to 
the public at varying prices to be determined by such dealer at the 
time of resale. If Common Stock is being sold in an underwritten 
offering, Alliant Energy may grant the underwriters thereof a ``green 
shoe'' option permitting the purchase from Alliant Energy at the same 
price additional shares then being offered.
    Alliant Energy also requests authorization to issue Common Stock or 
options, warrants or other stock purchase rights exercisable for Common 
Stock in public or privately-negotiated transactions in exchange for 
the equity securities or assets of other companies, provided that the 
acquisition of any such equity securities or assets has been authorized 
in a separate proceeding or is exempt under the Act or the rules 
thereunder (specifically, Rule 58).
    Stock Purchase Contracts would obligate holders to purchase from 
Alliant Energy, and Alliant Energy to sell to the holders, a specified 
number of shares of Common Stock at a future date or dates (typically 
between three and five years after the date of issuance). The price per 
share of Common Stock may be fixed at the time the Stock Purchase 
Contracts are issued or may be determined by reference to a specific 
formula set forth in the Stock Purchase Contracts. Stock Purchase 
Contracts may be issued separately or as a part of Stock Purchase Units 
(a form of ``equity-linked'' security), which would consist of a Stock 
Purchase Contract and either Long-term Debt, debt securities of a Non-
Utility Subsidiary or debt obligations of third parties, including U.S. 
Treasury securities, securing the holders' obligations to purchase the 
Common Stock under the Stock Purchase Contracts. Stock Purchase 
Contracts may require Alliant Energy and/or AER to make periodic 
payments to the holders of some or all of the Stock Purchase Units or 
vice versa, and such payments may be unsecured or prefunded on some 
basis. The Stock Purchase Contracts may require holders to secure their 
obligations under these Stock Purchase Contracts in a specified manner.
    Preferred Securities (including but not limited to monthly income 
preferred securities) may be issued in one or more series with such 
rights, preferences, and priorities as may be designated in the 
instrument creating each such series, as determined by Alliant Energy's 
board of directors. Dividends or distributions on Preferred Securities 
will be made periodically and to the extent funds are legally available 
for such purpose, but may be made subject to terms which allow the 
issuer to defer dividend payments or distributions for specified 
periods. Preferred Securities may be convertible or exchangeable into 
shares of Common Stock or other securities that Alliant Energy is 
authorized to issue.
    Long-term Debt may be issued in one or more series in the form of 
unsecured notes or debentures with such rights, preferences, and 
priorities as may be designated in the instrument creating each such 
series, as determined by Alliant Energy's board of directors. Long-term 
Debt of a particular series (a) may be convertible into any other 
securities that Alliant Energy is authorized to issue, (b) may be 
subject to optional and/or mandatory redemption, in whole or in part, 
at par or at various premiums above the principal amount thereof, (c) 
may be entitled to mandatory or optional sinking fund provisions, (d) 
may provide for reset of the coupon pursuant to a remarketing 
arrangement, and (e) may be called from existing investors by a third 
party. The maturity dates, interest rates, redemption and sinking fund 
provisions and conversion features, if any, with respect to the Long-
term Debt of a particular series, as well as any associated placement, 
underwriting or selling agent fees, commissions and discounts, if any, 
will be established by negotiation or competitive bidding.
    Short-term Debt may include commercial paper, unsecured bank notes 
and other forms of unsecured short-term indebtedness having maturities 
of less than one year from the date of issuance. Commercial paper may 
be sold in established domestic or European commercial paper markets. 
Such commercial paper would typically be sold to dealers at the 
discount rate per annum prevailing at the date of issuance for 
commercial paper of comparable quality and maturities sold to 
commercial paper dealers generally. It is expected that the dealers 
acquiring such commercial paper will reoffer it at a discount to 
corporate, institutional and, with respect to European commercial 
paper, individual investors. It is anticipated that such commercial 
paper will be reoffered to investors such as commercial banks, 
insurance companies, pension funds, investment trusts, foundations, 
colleges and universities, finance companies and nonfinancial 
corporations.
    Alliant Energy may also establish and maintain back-up credit lines 
with banks or other institutional lenders to support its commercial 
paper program and other credit arrangements and/or borrowing facilities 
generally available to borrowers with comparable credit ratings as they 
may deem appropriate in light of their needs and existing market 
conditions providing for revolving credit or other loans and having 
commitment periods not longer than the Authorization Period. Only the 
amounts drawn and outstanding under these agreements and facilities 
will be counted against the proposed limit on new financing by Alliant 
Energy.
    In additional to the foregoing requested authorizations, Alliant 
Energy also requests authorization to issue, from time to time during 
the Authorization Period, up to 8.5 million shares of Common Stock 
pursuant to its dividend reinvestment plan and incentive compensation 
and stock-purchase plans maintained for its and

[[Page 69003]]

its Subsidiaries' officers and employees and non-management directors.
    2. IP&L. IP&L requests authorization to issue and sell, from time 
to time during the Authorization Period, any combination of the 
following types of securities: (A) Preferred stock (``Preferred 
Stock'') or other types of Preferred Securities, (B) Long-term Debt, 
and (C) Short-term Debt, provided that the aggregate amount of all such 
new securities issued during the Authorization Period shall not exceed 
$700 million at any time outstanding or such lesser amount as may be 
authorized from time to time by the MPUC.
    Preferred Stock or Preferred Securities may be issued in one or 
more series with such rights, preferences, and priorities as may be 
designated in the instrument creating each such series, as determined 
by IP&L's board of directors. Dividends or distributions on Preferred 
Stock or Preferred Securities will be made periodically and to the 
extent funds are legally available for such purpose, but may be made 
subject to terms which allow the issuer to defer dividend payments or 
distributions for specified periods.
    Long-term Debt of IP&L may be in the form of (a) one or more series 
of collateral trust bonds (``Trust Bonds'') issued under an Indenture 
of Mortgage and Deed of Trust, dated as of September 1, 1993, between 
IP&L and J.P. Morgan Trust Company, National Association, successor, as 
Trustee, as supplemented from time to time, (b) one or more series of 
senior unsecured debentures (``Senior Debentures'') issued under an 
Indenture, dated as of August 20, 2003, between IP&L and J.P. Morgan 
Trust Company, National Association, successor, as Trustee, or (c) 
agreements with issuing authorities for the issuance and sale of one or 
more series of tax-exempt bonds (``Tax-Exempt Bonds'') for the 
financing or refinancing of air and water pollution control facilities 
and sewage and solid waste disposal facilities (``Facilities''). As 
security for IP&L's obligations under any agreement relating to any 
series of Tax-Exempt Bonds, IP&L requests authority to (1) issue its 
promissory note or notes to evidence the loan to IP&L of the proceeds 
of the Tax-Exempt Bonds by the issuer thereof, (2) convey a 
subordinated security interest in any Facilities that are financed 
through the issuance of Tax-Exempt Bonds, (3) issue and pledge one or 
more new series of Trust Bonds (``Tax-Exempt Collateral Bonds''), (4) 
acquire and deliver letters of credit guaranteeing payment of the Tax-
Exempt Bonds and enter into reimbursement agreements with respect to 
any such letters of credit, (5) acquire insurance policies guaranteeing 
payment of the Tax-Exempt Bonds, and (6) provide a direct guarantee of 
payment of the principal of and premium, if any, and interest on the 
Tax-Exempt Bonds. Consistent with the terms of the IP&L Long-term Debt 
Order, it is proposed that the principal amount of any Tax-Exempt 
Collateral Bonds issued by IP&L as collateral security for Tax-Exempt 
Bond obligations and any other forms of collateral related to the Tax-
Exempt Bonds be excluded from the proposed overall financing limit on 
long-term financing by IP&L.
    Short-term Debt of IP&L may include commercial paper notes and 
secured or unsecured bank notes or other forms of secured or unsecured 
short-term indebtedness having maturities of less than one year from 
the date of issuance. Commercial paper may be sold in established 
domestic or European commercial paper markets. Such commercial paper 
would typically be sold to dealers at the discount rate per annum 
prevailing at the date of issuance for commercial paper of comparable 
quality and maturities sold to commercial paper dealers generally. It 
is expected that the dealers acquiring such commercial paper will 
reoffer it at a discount to corporate, institutional and, with respect 
to European commercial paper, individual investors. It is anticipated 
that such commercial paper will be reoffered to investors such as 
commercial banks, insurance companies, pension funds, investment 
trusts, foundations, colleges and universities, finance companies and 
nonfinancial corporations.
    IP&L may also establish and maintain back-up credit lines with 
banks or other institutional lenders to support its commercial paper 
program and other credit arrangements and/or borrowing facilities 
generally available to borrowers with comparable credit ratings as it 
may deem appropriate in light of its needs and existing market 
conditions providing for revolving credit or other loans and having 
commitment periods not longer than the Authorization Period. Only the 
amounts drawn and outstanding under these agreements and facilities 
will be counted against the proposed limit on new financing by IP&L.
    The issuance of secured Short-term Debt by IP&L would be limited to 
those circumstances in which IP&L can expect a lower effective cost of 
borrowing compared to issuing unsecured Short-term Debt or in which 
unsecured credit is unavailable, except at a higher cost than secured 
Short-term Debt. IP&L anticipates that the collateral offered as 
security for any secured Short-term Debt would generally be limited to 
current assets, such as inventory and/or accounts receivable.
    3. WRP. WRP requests authorization to issue and sell, from time to 
time during the Authorization Period, Long-term Debt and Short-term 
Debt, provided that the aggregate principal amount of all such new 
securities issued during the Authorization Period shall not exceed $2.5 
million at any time outstanding. Such securities would be subject to 
the same general limitations and restrictions described above 
applicable to Long-term Debt and Short-term Debt of IP&L.

C. Guarantees and Other Forms of Credit Support

    Alliant Energy requests authorization to issue guarantees and 
provide other forms of credit support (``Alliant Energy Guarantees'') 
with respect to securities issued by or other obligations of its 
Subsidiaries in an aggregate principal or nominal amount not to exceed 
$3.0 billion at any time outstanding. Alliant Energy Guarantees may be 
in the form of, among other things, direct parent guarantees, 
reimbursement obligations in respect of letters of credit, indemnities, 
and capital maintenance or ``keep well'' agreements. Alliant Energy 
requests authority to charge each Subsidiary a fee for providing credit 
support that is determined by multiplying the amount of the Alliant 
Energy Guarantee provided by the cost of obtaining the liquidity 
necessary to perform the guarantee (for example, bank line commitment 
fees or letter of credit fees, plus other transactional expenses) for 
the period of time the guarantee remains outstanding.
    Alliant Energy Guarantees may, in some cases, be provided to 
support obligations of Subsidiaries that are not readily susceptible to 
exact quantification or that may be subject to varying quantification. 
In such cases, Alliant Energy will determine the exposure under such 
guarantee for purposes of measuring compliance with the proposed 
limitation on Alliant Energy Guarantees by appropriate means, including 
estimation of exposure based on loss experience or projected potential 
payment amounts. If appropriate, such estimates will be made in 
accordance with U.S. Generally Accepted Accounting Principles (``U.S. 
GAAP''). Such estimation will be reevaluated periodically.
    AER and other Non-Utility Subsidiaries also request authorization 
to provide guarantees and other forms of credit support (``Non-Utility 
Guarantees'') with respect to securities

[[Page 69004]]

issued by and other obligations of other Non-Utility Subsidiaries in an 
aggregate principal or nominal amount not to exceed $600 million at any 
time outstanding, in addition to any guarantees that are exempt 
pursuant to Rule 45(b) and Rule 52. The types and terms of any Non-
Utility Guarantee would be the same as described immediately above.

D. Interest Rate Hedging Transactions

    Alliant Energy and, to the extent not exempt under Rule 52, any 
Subsidiary requests authorization to enter into hedging transactions 
(``Interest Rate Hedges'') with respect to existing indebtedness of 
such company in order to manage and minimize interest costs, and to 
enter into hedging transactions (``Anticipatory Hedges'') with respect 
to anticipatory debt issuances in order to lock in current interest 
rates and/or manage interest rate risk exposure.
    It is stated that Interest Rate Hedges would be used as a means of 
prudently managing the risk associated with outstanding debt issued 
pursuant to the authorization requested in this Application/Declaration 
or an applicable exemption by, in effect, synthetically (i) converting 
variable-rate debt to fixed-rate debt, (ii) converting fixed-rate debt 
to variable-rate debt, and (iii) limiting the impact of changes in 
interest rates resulting from variable-rate debt. In no case will the 
notional principal amount of any interest rate swap exceed the face 
value of the underlying debt instrument and related interest rate 
exposure. Transactions will be entered into for a fixed or determinable 
period. Thus, the Applicants will not engage in speculative 
transactions. Interest Rate Hedges (other than exchange-traded Interest 
Rate Hedges) would only be entered into with counterparties (``Approved 
Counterparties'') whose senior unsecured debt ratings, or the senior 
unsecured debt ratings of the parent companies of the counterparties, 
as published by S&P, are equal to or greater than BBB, or an equivalent 
rating from Moody's or Fitch Inc.
    Anticipatory Hedges (other than exchange-traded Anticipatory 
Hedges) would only be entered into with Approved Counterparties, and 
would be utilized to fix and/or limit the interest rate risk associated 
with any new issuance through (i) a forward sale of exchange-traded 
U.S. Treasury futures contracts, U.S. Treasury Securities and/or a 
forward swap (each a ``Forward Sale''), (ii) the purchase of put 
options on U.S. Treasury Securities (a ``Put Options Purchase''), (iii) 
a Put Options Purchase in combination with the sale of call options on 
U.S. Treasury Securities (a ``Zero Cost Collar''), (iv) transactions 
involving the purchase or sale, including short sales, of U.S. Treasury 
Securities, or (v) some combination of a Forward Sale, Put Options 
Purchase, Zero Cost Collar and/or other derivative or cash 
transactions, including, but not limited to structured notes, caps and 
collars, appropriate for the Anticipatory Hedges.
    The Applicants represent that they will comply with Statement of 
Financial Accounting Standards (``SFAS'') 133 (``Accounting for 
Derivative Instruments and Hedging Activities'') and SFAS 138 
(``Accounting for Certain Derivative Instruments and Certain Hedging 
Activities'') or other standards relating to accounting for derivative 
transactions as are adopted and implemented by the Financial Accounting 
Standards Board (``FASB''). The Applicants represent that each Interest 
Rate Hedge and each Anticipatory Hedge will qualify for hedge 
accounting treatment under the current FASB standards in effect and as 
determined as of the date such Interest Rate Hedge or Anticipatory 
Hedge is entered into. The Applicants will also comply with any future 
FASB financial disclosure requirements associated with hedging 
transactions.

E. Continuation of Non-Utility Money Pool

    Alliant Energy, AER and certain other Non-Utility Subsidiaries 
request authorization to continue their participation in the Non-
Utility Money Pool as previously authorized.\4\ Under the terms of the 
Amended and Restated Non-Utility Money Pool Agreement, funds would be 
available from the following sources for short-term loans to the Non-
Utility Money Pool participants (other than Alliant Energy) from time 
to time: (1) Surplus funds in the treasuries of any of the Non-Utility 
Money Pool participants (``Internal Funds''), and (2) proceeds received 
by any of the Non-Utility Money Pool participants from the issuance of 
Short-term Debt (``External Funds''), in each case to the extent 
permitted by applicable laws and regulatory orders. Funds would be made 
available from such sources in such order as Alliant Services, as the 
administrator of the Non-Utility Money Pool, may determine would result 
in a lower cost of borrowing, consistent with the individual borrowing 
needs and financial standing of Non-Utility Money Pool participants 
that invest funds in the Non-Utility Money Pool.
---------------------------------------------------------------------------

    \4\ Alliant Energy states that it is not seeking authority to 
continue to maintain a separate Utility money Pool, as previously 
authorized. Instead, it is proposed that Alliant Services, which is 
currently the only subsidiary actively participating in the Utility 
Money Pool, become a participant in the Non-Utility Money Pool.
---------------------------------------------------------------------------

    Each Non-Utility Money Pool participant that is authorized or 
permitted to borrow from the Non-Utility Money Pool would borrow pro 
rata from each Non-Utility Money Pool participant that advances funds 
to the Non-Utility Money Pool in the proportion that the total amount 
advanced by such participant bears to the total amount then advanced to 
the Non-Utility Money Pool by all participants. On any day when more 
than one source of funds (i.e., both Internal Funds and External 
Funds), with different rates of interest, are used to fund loans 
through the Non-Utility Money Pool, each borrowing participant would 
borrow pro rata from each such funding source in the same proportion 
that the amount of funds provided by that funding source bears to the 
total amount of funds advanced to the Non-Utility Money Pool.
    The cost of compensating balances, if any, and fees paid to banks 
to maintain credit lines by Alliant Energy that are used to fund loans 
to the Non-Utility Money Pool would initially be paid by Alliant 
Energy. These costs would be retroactively allocated every month among 
the Non-Utility Money Pool borrowers in proportion to each such 
borrower's estimated peak short-term borrowing requirements.
    The daily outstanding balance of all loans to the Non-Utility Money 
Pool participants shall accrue interest as follows: (a) If only 
Internal Funds comprise the daily outstanding balance of all loans 
outstanding during a calendar month, the interest rate applicable to 
such daily balances shall be the average for the month of the CD yield 
equivalent of the 30-day Federal Reserve ``AA'' Industrial Commercial 
Paper Composite Rate (the daily rate, ``Composite,'' and the monthly 
average of such Composite, the ``Average Composite''), or, if no such 
Composite was established for that particular day, then the applicable 
rate would be the Composite for the next preceding day for which such 
Composite was established, and (b) if only External Funds comprise the 
daily outstanding balance of all loans outstanding during a calendar 
month, the interest rate applicable to such daily outstanding balance 
shall be the lending participant's cost for such External Funds or, if 
more than one participant had made available External Funds at any time 
during the month, the applicable interest rate shall be a composite 
rate, equal to the weighted average of the costs incurred by the

[[Page 69005]]

respective participants for such External Funds. In cases where the 
daily outstanding balances of all loans outstanding at any time during 
the month include both Internal Funds and External Funds, the interest 
rate applicable to the daily outstanding balances for the month shall 
be the weighted average of the (i) cost of all Internal Funds 
contributed by participants, and (ii) the cost of all such External 
Funds. The interest rate paid on funds advanced to the Non-Utility 
Money Pool by any participant will be equal to the cost of borrowing 
from the Non-Utility Money Pool. That is, the applicable rate would be 
the Composite rate in the case of Internal Funds, the lending company's 
cost of borrowing in the case of External Funds, and a weighted average 
cost of funds if funds advanced to the Non-Utility Money Pool at any 
one time consist of both Internal Funds and External Funds.
    Funds not required by the Non-Utility Money Pool participants to 
make loans (with the exception of funds required to satisfy the Non-
Utility Money Pool's liquidity requirements) will be invested in one or 
more short-term investments: (i) Interest-bearing accounts with banks; 
(ii) obligations issued or guaranteed by the U.S. government and/or its 
agencies and instrumentalities, including obligations under repurchase 
agreements; (iii) commercial paper rated not less than A-1 by S&P or P-
1 by Moody's, or their equivalent by a nationally recognized rating 
agency; (iv) obligations issued or guaranteed by any state or political 
subdivision thereof, provided that such obligations are rated not less 
than ``A'' by a nationally recognized rating agency; (v) bankers' 
acceptances; (vi) money market funds; (vii) bank certificates of 
deposit; (viii) Eurodollar funds; and (ix) such other investments as 
are permitted by Section 9(c) of the Act and Rule 40 thereunder.
    Any income earned on investments of surplus funds would be 
allocated at the end of each calendar month among those Non-Utility 
Money Pool participants that have invested funds in accordance with the 
proportion that each participant's average contribution of funds in the 
Non-Utility Money Pool for the month bears to the average total amount 
of funds invested in the Non-Utility Money Pool for the month.
    Each participant receiving a loan through the Non-Utility Money 
Pool would be required to repay the principal amount of such loan, 
together with all interest accrued thereon, on demand and in any event 
within 365 days of the date of such loan. All loans made through the 
Non-Utility Money Pool may be prepaid by the borrower without premium 
or penalty and without prior notice. All loans to, and borrowings from, 
the Non-Utility Money Pool to finance the existing businesses of the 
Non-Utility Money Pool participants will be exempt pursuant to the 
terms of Rule 52 under the Act. No loans through the Non-Utility Money 
Pool would be made to, and no borrowings through the Non-Utility Money 
Pool would be made by, Alliant Energy.
    Authorization is requested for the following direct and indirect 
Non-Utility Subsidiaries of Alliant Energy to participate in the Non-
Utility Money Pool: (1) Direct Subsidiaries of Alliant Energy: Alliant 
Services, AER and Alliant Energy Nuclear LLC; (2) Direct Subsidiaries 
of AER: Alliant Energy Integrated Services Company, Alliant Energy 
Investments, Inc., Alliant Energy International, Inc., Alliant Energy 
Transportation Inc., Alliant Energy Synfuel LLC, Alliant Energy 
Generation, Inc., Alliant Energy Neenah, LLC and Alliant Energy EPC, 
LLC; (3) Direct and Indirect Subsidiaries of Alliant Energy Integrated 
Services Company: Alliant Energy Field Services, LLC, Alliant Energy 
Integrated Services--Energy Management LLC, Alliant Energy Integrated 
Services--Energy Solutions LLC, Cogenex Corporation, Energy Performance 
Services, Inc., Heartland Energy Group, Inc., Industrial Energy 
Applications, Inc., Industrial Energy Applications Delaware Inc. and 
RMT, Inc; (4) Direct and Indirect Subsidiaries of Alliant Energy 
Investments, Inc.: Heartland Energy Services, Inc., Iowa Land and 
Building Company, Prairie Ridge Business Park, L.C. and Village 
Lakeshares LP; (5) Direct Subsidiary of Alliant Energy International, 
Inc.: Alliant Energy de Mexico, S. de R.L. de C.V.; (6) Direct 
Subsidiaries of Alliant Energy Transportation, Inc.: Transfer Services, 
Inc., Cedar Rapids and Iowa City Railway Company, IEI Barge Services, 
Inc. and Williams Bulk Transfer Inc.; (7) Direct Subsidiary of Alliant 
Energy Generation, Inc.: Sheboygan Power, LLC.

F. Certain Intercompany Loans

    Alliant Energy and Non-Utility Subsidiaries request authorization 
to make loans to any other Non-Utility Subsidiary of Alliant Energy 
that is less than wholly-owned at interest rates and maturities 
designed to provide a return to the lending company of not less than 
its effective cost of capital, provided that the borrowing Non-Utility 
Subsidiary may not sell any services to any associate Non-Utility 
Subsidiary unless such company falls within one of the categories of 
companies to which goods and services may be sold on a basis other than 
``at cost,'' as described below.

G. Changes to Capital Structure of Subsidiaries

    Alliant Energy and the Subsidiaries request authorization to change 
the terms of the authorized capitalization of any other majority-owned 
Subsidiary, provided that, if such Subsidiary is less than wholly-
owned, all other equity owners consent to such change. Thus, a 
Subsidiary would be able to change the par value, or change between par 
value and no-par stock, or change the form of such equity from common 
stock to limited partnership or limited liability company interests or 
similar instruments, or from such instruments to common stock, without 
additional Commission approval. Any such action by a Utility Subsidiary 
would be subject to and would only be taken upon the receipt of any 
necessary approvals by the state commission in the state or states 
where the Utility Subsidiary is incorporated and doing business.

H. Acquisition of Securities of Financing Subsidiaries

    Alliant Energy, IP&L, WP&L and the Non-Utility Subsidiaries request 
authorization to acquire the equity securities of one or more Financing 
Subsidiaries and to guarantee the securities issued by such Financing 
Subsidiaries, to the extent not exempt pursuant to Rule 45(b) and Rule 
52, and Financing Subsidiaries to transfer the proceeds of any 
financing to its parent or as directed by its parent. Financing 
Subsidiaries would be organized specifically for the purpose of 
facilitating the financing of the authorized and exempt activities 
(including exempt and authorized acquisitions) of Alliant Energy and 
the Subsidiaries through the issuance of Long-term Debt or Preferred 
Securities (including but not limited to monthly income preferred 
securities) to third parties, and to transfer the proceeds of such 
financings to or as directed by the Financing Subsidiary's parent. 
Alliant Energy may, if required, guarantee or enter into expense 
agreements in respect of the obligations of any Financing Subsidiary 
that it organizes. IP&L, WP&L or any Non-Utility Subsidiary may also 
provide guarantees and enter into expense agreements, if required, on 
behalf of any of its Financing Subsidiaries pursuant to Rules 45(b)(7) 
and 52, as applicable. The amount of any securities issued by a 
Financing Subsidiary of Alliant Energy would be counted against the 
limitation on the amounts of similar types of securities that Alliant 
Energy is authorized to

[[Page 69006]]

issue directly, as set forth above. To avoid double counting, however, 
any such credit support provided by Alliant Energy would not also be 
counted against the limitation on Alliant Energy Guarantees. Similarly, 
the amount of any securities issued by a Financing Subsidiary of IP&L 
would be counted against the limitation on the amounts of similar types 
of securities that IP&L is authorized to issue directly, as set forth 
above.
    In cases where it is necessary or desirable to ensure legal 
separation for purposes of isolating a Financing Subsidiary from its 
parent or another subsidiary for bankruptcy purposes, the ratings 
agencies require that any Expense Agreement whereby the parent or 
Subsidiary provides services related to the financing to the Financing 
Subsidiary be at a market price so that a successor service provider 
could assume the duties of the parent or Subsidiary in the event of the 
bankruptcy of the parent or Subsidiary without interruption or an 
increase in fees. Therefore Applicants seek approval under section 
13(b) of the Act and rules 87 and 90 to provide the services described 
in this paragraph at a market price but only for so long as the Expense 
Agreement established by the Financing Subsidiary is in place.

I. Acquisition of Securities of Intermediate Subsidiaries; Certain 
Reorganizations

    Alliant Energy and AER request authorization to acquire, directly 
or indirectly, the equity securities of one or more Intermediate 
Subsidiaries, which would be organized exclusively for the purpose of 
acquiring, financing, and holding the securities of one or more 
existing or future Non-Utility Subsidiaries, including, but not limited 
to, EWGs, FUCOs, ``energy-related companies'' under Rule 58 (``Rule 58 
Companies''), and ``exempt telecommunications companies'' (``ETCs'') 
under Section 34 of the Act, provided that such companies may also 
engage in preliminary development and administrative activities 
relating to investments in such entities.
    AER, Intermediate Subsidiaries and other Non-Utility Subsidiaries 
further request authorization to make expenditures of up to $200 
million at any time outstanding during the Authorization Period on 
preliminary development activities, which would be limited to due 
diligence and design review; market studies; preliminary engineering; 
site inspection; preparation of bid proposals, including, in connection 
therewith, posting of bid bonds; application for required permits and/
or regulatory approvals; acquisition of site options and options on 
other necessary rights; negotiation and execution of contractual 
commitments with owners of existing facilities, equipment vendors, 
construction firms, power purchasers, thermal ``hosts,'' fuel suppliers 
and other project contractors; negotiation of financing commitments 
with lenders and other third-party investors; and such other 
preliminary activities as may be required in connection with the 
purchase, acquisition, financing or construction of facilities or the 
acquisition of securities of or interests in new businesses.
    In addition, to the extent that such transactions are not otherwise 
exempt under the Act or Rules thereunder, Alliant Energy requests 
authorization to consolidate or otherwise reorganize all or any part of 
its direct and indirect ownership interests in Non-Utility 
Subsidiaries, and the activities and functions related to such 
investments. To effect any such consolidation or other reorganization, 
Alliant Energy or AER may wish to either contribute the equity 
securities of one Non-Utility Subsidiary to another Non-Utility 
Subsidiary (including a newly formed Intermediate Subsidiary) or sell 
(or cause a Non-Utility Subsidiary to sell) the equity securities or 
all or part of the assets of one Non-Utility Subsidiary to another one. 
Such transactions may also take the form of a Non-Utility Subsidiary 
selling or transferring the equity securities of a subsidiary or all or 
part of such subsidiary's assets as a dividend to an Intermediate 
Subsidiary or to another Non-Utility Subsidiary, and the acquisition, 
directly or indirectly, of the equity securities or assets of such 
subsidiary, either by purchase or by receipt of a dividend. The 
purchasing Non-Utility Subsidiary in any transaction structured as an 
intrasystem sale of equity securities or assets may execute and deliver 
its promissory note evidencing all or a portion of the consideration 
given. Each transaction would be carried out in compliance with all 
applicable U.S. or foreign laws and accounting requirements, and any 
transaction structured as a sale would be carried out for a 
consideration equal to the book value of the equity securities being 
sold.

J. New Investments in Energy Assets

    AER and other Non-Utility Subsidiaries request authorization to 
expend up to $100 million at any time outstanding during the 
Authorization Period to construct or acquire Energy Assets that are 
incidental and related to the energy marketing and oil and gas 
production operations of its subsidiaries, and/or the securities of one 
or more existing or new companies substantially all of whose physical 
properties consist or will consist of Energy Assets, provided that the 
acquisition and ownership of such Energy Assets would not cause AER or 
any other Non-Utility Subsidiary to be or become an ``electric utility 
company'' or ``gas utility company,'' as defined in Sections 2(a)(3) 
and 2(a)(4), respectively.

K. Exemption From Section 13(b)

    To the extent that Rule 90(d) does not otherwise apply, AER and 
other Non-Utility Subsidiaries request authorization to provide 
services and sell goods to each other at fair market prices, in any 
case in which the Non-Utility Subsidiary purchasing such goods or 
services is:
    (a) A FUCO or foreign EWG that derives no part of its income, 
directly or indirectly, from the generation, transmission, or 
distribution of electric energy for sale within the United States;
    (b) An EWG that sells electricity at market-based rates which have 
been approved by the Federal Energy Regulatory Commission (``FERC''), 
provided that the purchaser is not one of the Utility Subsidiaries;
    (c) A ``qualifying facility'' (``QF'') within the meaning of the 
Public Utility Regulatory Policies Act of 1978, as amended (``PURPA'') 
that sells electricity exclusively (a) at rates negotiated at arms'-
length to one or more industrial or commercial customers purchasing 
such electricity for their own use and not for resale, and/or (b) to an 
electric utility company (other than one of the Utility Subsidiaries) 
at the purchaser's ``avoided cost'' as determined in accordance with 
the regulations under PURPA;
    (d) A domestic EWG or QF that sells electricity at rates based upon 
its cost of service, as approved by FERC or any state public utility 
commission having jurisdiction, provided that the purchaser thereof is 
not one of the Utility Subsidiaries; or
    (e) A Rule 58 Company or any other Non-Utility Subsidiary that (a) 
is partially-owned, provided that the ultimate purchaser of such goods 
or services is not a Utility Subsidiary or Alliant Services (or any 
other entity within the Alliant Energy system whose activities and 
operations are primarily related to the provision of goods and services 
to the Utility Subsidiaries, (b) is engaged solely in the business of 
developing, owning, operating and/or providing services or goods to 
Non-Utility Subsidiaries described in clauses

[[Page 69007]]

(i) through (iv) immediately above, or (c) does not derive, directly or 
indirectly, any material part of its income from sources within the 
United States and is not a public-utility company operating within the 
United States.

L. Activities of Non-Utility Subsidiaries Outside the United States

    The Applicants, on behalf of any current or future Non-Utility 
Subsidiaries, request authorization to engage in certain energy-
related, non-utility, activities outside the United States. Such 
activities include:
    (a) The brokering and marketing of electricity, natural gas and 
other energy commodities (``Energy Marketing'');
    (b) Energy management services (``Energy Management Services''), 
including the marketing, sale, installation, operation and maintenance 
of various products and services related to energy management and 
demand-side management, including energy and efficiency audits; 
facility design and process control and enhancements; construction, 
installation, testing, sales and maintenance of (and training client 
personnel to operate) energy conservation equipment; design, 
implementation, monitoring and evaluation of energy conservation 
programs; development and review of architectural, structural and 
engineering drawings for energy efficiencies, design and specification 
of energy consuming equipment; general advice on programs; the design, 
construction, installation, testing, sales and maintenance of new and 
retrofit heating, ventilating, and air conditioning (``HVAC''), 
electrical and power systems, alarm and warning systems, motors, pumps, 
lighting, water, water-purification and plumbing systems, and related 
structures, in connection with energy-related needs; and the provision 
of services and products designed to prevent, control, or mitigate 
adverse effects of power disturbances on a customer's electrical 
systems; and
    (c) Engineering, consulting and other technical support services 
(``Consulting Services'') with respect to energy-related businesses, as 
well as for individuals. Such Consulting Services would include 
technology assessments, power factor correction and harmonics 
mitigation analysis, meter reading and repair, rate schedule design and 
analysis, environmental services, engineering services, billing 
services (including consolidation billing and bill disaggregation 
tools), risk management services, communications systems, information 
systems/data processing, system planning, strategic planning, finance, 
feasibility studies, and other similar services.
    The Applicants request that the Commission (i) authorize Non-
Utility Subsidiaries to engage in Energy Marketing activities in Canada 
and reserve jurisdiction over Energy Marketing activities outside of 
Canada pending completion of the record in this proceeding, (ii) 
authorize Non-Utility Subsidiaries to provide Energy Management 
Services and Consulting Services anywhere outside the United States, 
and (iii) reserve jurisdiction over other energy-related, non-utility, 
activities of Non-Utility Subsidiaries outside the United States, 
pending completion of the record.

M. Dividends Out of Capital and Unearned Surplus

    AER and other Non-Utility Subsidiaries request authorization to pay 
dividends out of capital and unearned surplus and/or acquire, retire or 
redeem securities issued to associate companies to the extent allowed 
under applicable law and the terms of any credit or security 
instruments to which they may be parties. Likewise, AER or other Non-
Utility Subsidiary also request authorization to utilize freely 
distributable cash to acquire, retire or redeem any securities of which 
it is the issuer that are held by any associate company. It is stated 
that such transactions are a means to reduce the capitalization of a 
company and serve essentially the same purpose as a dividend paid out 
of capital or unearned surplus.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
 [FR Doc. E4-3337 Filed 11-24-04; 8:45 am]
BILLING CODE 8010-01-P