SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
X THE SECURITIES EXCHANGE ACT OF 1934
------
For the quarterly period ended June 30, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
------ THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 0-337
WISCONSIN POWER AND LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Wisconsin 39-0714890
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
222 West Washington Avenue, Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 608-252-3311
Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
-------- --------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock Outstanding at June 30, 1996: 13,236,601 shares
<PAGE>
CONTENTS
PAGE
PART I. Financial Information:
Consolidated Financial Statements of Wisconsin
Power and Light Co.
Consolidated Balance Sheets as of June 30, 1996
and 1995 and December 31, 1995 . . . . . . . . . . 2,3
Consolidated Statements of Income for the Three
and Twelve Months Ended June 30, 1996 and 1995 . . . 4
Consolidated Statements of Cash Flows for the
Three and Twelve Months Ended June 30, 1996 and
1995 . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . 7
PART II. Other Information . . . . . . . . . . . . . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . 17
Exhibit Index . . . . . . . . . . . . . . . . . . . 18
<PAGE>
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
<CAPTION>
June 30, June 30, December 31,
1996 1995 1995
(Thousands of Dollars)
<S> <C> <C> <C>
ASSETS
UTILITY PLANT:
Plant in service--
Electric................. $1,686,564 $1,636,679 $1,666,134
Gas...................... 220,824 211,062 217,678
Water.................... 23,217 22,006 22,518
Common................... 143,099 128,897 136,943
--------- --------- ---------
2,073,704 1,998,644 2,043,273
Less: Accumulated provision
for depreciation........ 929,494 853,853 887,562
--------- --------- ---------
1,144,210 1,144,791 1,155,711
Construction work in
progress................ 52,936 33,486 36,996
Nuclear fuel, net......... 17,247 16,949 18,867
--------- --------- ---------
Total utility plant..... 1,214,393 1,195,226 1,211,574
--------- --------- ---------
OTHER PROPERTY AND
EQUIPMENT, net............. 1,375 13,955 22,275
--------- --------- ---------
INVESTMENTS:
Nuclear decommissioning
trust funds............. 84,747 64,342 73,357
Other investments......... 12,453 12,303 12,488
--------- --------- ---------
97,200 76,645 85,845
CURRENT ASSETS:
Cash and equivalents...... 6,866 3,937 4,671
Accounts receivable less
allowance for doubtful
accounts of $0, $ 209,
and $ 0, respectively... 17,246 12,773 33,971
Coal, at average cost..... 14,548 12,689 14,625
Materials and supplies, at
average cost............ 21,304 21,041 20,611
Gas in storage, at average
cost.................... 4,615 5,178 6,319
Prepayments and other..... 25,657 27,155 21,190
--------- --------- ---------
Total current assets.... 90,236 82,773 101,387
--------- --------- ---------
OTHER ASSETS:
Regulatory assets....... 166,403 159,660 171,699
Deferred charges and
other................. 49,053 61,939 48,385
--------- --------- ---------
Total other assets... 215,456 221,599 220,084
--------- --------- ---------
TOTAL ASSETS................ $1,618,660 $1,590,198 $1,641,165
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
<CAPTION>
June 30, June 30, December 31,
1996 1995 1995
(Thousands of Dollars)
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Common stock, $5 par value,
authorized-- 18,000,000
shares; issued and
outstanding--13,236,601
shares................... $ 66,183 $ 66,183 $ 66,183
Premium on capital stock
and capital surplus...... 199,169 199,169 199,170
Reinvested earnings........ 320,224 280,417 297,717
--------- --------- ---------
Total common equity.... 585,576 545,769 563,070
PREFERRED STOCK WITHOUT
MANDATORY REDEMPTION:
Cumulative, without par value,
authorized 3,750,000 shares
maximum aggregate stated
value $150,000,000;
Cumulative, without par
value, $100 stated
value, 449,765 shares
outstanding........... 44,977 44,977 44,977
Cumulative, without par
value, $25 stated
value, 599,460 shares
outstanding........... 14,986 14,986 14,986
--------- --------- ---------
Total preferred
stock................ 59,963 59,963 59,963
FIRST MORTGAGE BONDS, NET..... 313,630 318,569 318,599
--------- --------- ---------
Total capitalization...... 959,169 924,301 941,632
--------- --------- ---------
CURRENT LIABILITIES:
Variable rate demand
bonds..................... 56,975 56,975 56,975
Short-term debt............. 23,000 68,000 72,500
Accounts payable............ 62,118 59,270 82,428
Accrued payroll and
vacation.................. 10,090 12,715 11,011
Accrued taxes............... 14,700 8,777 7,795
Accrued interest............ 7,503 7,583 7,574
Other....................... 32,813 16,998 22,356
--------- --------- ---------
Total current
liabilities............. 207,199 230,318 260,639
--------- --------- ---------
OTHER LIABILITIES AND
CREDITS:
Accumulated deferred income
taxes .................... 238,048 226,415 239,812
Accumulated deferred
investment tax credits.... 37,887 39,800 38,842
Accrued environmental
remediation costs......... 76,611 79,044 76,852
Other....................... 99,746 90,320 83,388
--------- --------- ---------
Total other liabilities
and credits............ 452,292 435,579 438,894
--------- --------- ---------
TOTAL CAPITALIZATION AND
LIABILITIES.............. $1,618,660 $1,590,198 $1,641,165
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
<CAPTION>
Three Months Ended, Twelve Months Ended,
June 30, June 30,
1996 1995 1996 1995
(Thousands of Dollars)
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Electric................... $137,084 $126,093 $574,664 $526,523
Gas........................ 28,002 22,450 161,250 139,884
Water...................... 1,031 1,014 4,210 4,130
-------- -------- ------- --------
166,117 149,557 740,124 670,537
-------- -------- ------- --------
OPERATING EXPENSES:
Electric production
fuels.................... 27,339 27,898 114,822 116,148
Purchased power............ 17,070 10,312 60,433 37,555
Purchased gas.............. 15,690 12,359 98,815 88,138
Other operation............ 32,185 35,743 131,581 149,534
Maintenance................ 10,940 13,216 38,486 42,516
Depreciation............... 21,010 19,913 84,433 75,587
Taxes --
Current federal income... 7,498 3,053 39,718 25,885
Deferred income taxes.... 1,763 2,825 8,320 10,253
Investment tax credit
(restored)............ (478) (479) (1,914) (1,921)
Current state income..... 1,930 759 9,816 5,936
Property, payroll &
other................ 7,447 7,144 29,037 27,348
-------- -------- ------- --------
142,394 132,743 613,547 576,979
-------- -------- ------- --------
OPERATING INCOME............. 23,723 16,814 126,577 93,558
-------- -------- ------- --------
OTHER INCOME AND (DEDUCTIONS):
Allowance for equity funds used
during construction...... 377 451 1,611 2,601
Other, net................. 6,472 400 6,514 (1,226)
Current income tax......... (5,004) (120) (4,840) 223
Deferred income tax........ 2,450 17 2,440 (142)
-------- -------- ------- --------
4,295 748 5,725 1,456
-------- -------- ------- --------
INCOME BEFORE INTEREST
EXPENSE................... 28,018 17,562 132,302 95,014
-------- -------- ------- --------
INTEREST EXPENSE:
Interest on bonds.......... 6,741 7,256 27,077 29,545
Allowance for borrowed funds
used during construction
(credit)................. (206) (151) (876) (836)
Other...................... 1,117 784 5,706 2,930
-------- -------- ------- --------
7,652 7,889 31,907 31,639
-------- -------- ------- --------
NET INCOME................... 20,366 9,673 100,395 63,375
PREFERRED STOCK DIVIDENDS.... 828 827 3,310 3,310
-------- -------- ------- --------
NET INCOME AFTER PREFERRED
STOCK DIVIDENDS............ $ 19,538 $ 8,846 $ 97,085 $ 60,065
======== ======== ======= ========
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
<PAGE>
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
Three Months Ended Twelve Months Ended
June 30, June 30,
1996 1995 1996 1995
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Cash flows from (used for)
operating activities:
Net income...................... $ 20,366 $ 9,673 $100,396 $ 63,375
Adjustments to reconcile net
income to net cash from
operating activities:
Depreciation................. 20,709 19,913 84,132 75,587
Amortization of nuclear
fuel........................ 2,160 1,196 8,712 7,362
Gain on sale of other property
and equipment............... (5,676) (5,676) -
Deferred income tax and
investment tax credit....... 1,286 2,371 6,376 8,516
Allowance for equity funds
used during construction.... (377) (451) (1,610) (2,601)
Changes in assets and
liabilities:
Net accounts receivable and
unbilled revenues........... 3,301 14,288 (4,473) 11,505
Production fuels, materials
and supplies................ (2,741) 1,245 (2,122) 4,141
Gas in storage............... (3,567) (3,234) 563 (568)
Prepayments and other........ (6,834) (8,068) 1,498 (6,707)
Accounts payable and
accruals................... (5,966) 2,309 (4,396) 13,391
Accrued taxes................ (6,297) (11,920) 5,923 (6,284)
Other, net................... (15,165) (23,650) 12,853 12,738
-------- -------- ------- --------
Net cash generated from
operating activities..... 1,199 3,672 202,176 180,455
-------- -------- ------- --------
Cash flows from (used for)
financing activities:
Common stock cash
dividends................... (14,367) (14,148) (57,278) (55,697)
Preferred stock dividends...... (828) (827) (3,311) (3,310)
Preferred stock issuance
expense..................... (648)
Net change in short term
debt........................ (3,000) 49,000 (45,000) 43,500
Retirement of first mortgage
bonds....................... (5,001) (17,999) (5,002) (17,999)
Equity contribution from
parent...................... - - - 1,187
-------- -------- ------- --------
Net cash from (used for)
financing activities....... (23,196) 16,026 (110,591) (32,967)
Cash flows from (used for)
investing activities:
Sale of other property
and equipment................ 36,264 - 36,264 -
Additions to utility plant,
excluding AFUDC............. (28,710) (19,609) (112,203) (124,041)
Allowance for borrowed funds
used during construction.... (206) (151) (876) (836)
Dedicated decommissioning
funds....................... (2,224) (862) (20,405) (13,372)
Other, net.................... 18,995 (759) 8,564 (8,806)
-------- -------- ------- --------
Net cash from (used for)
investing activities...... 24,119 (21,381) (88,656) (147,055)
-------- -------- ------- --------
Net increase in cash and
equivalents.................. 2,122 (1,683) 2,929 433
Cash and equivalents at
beginning of period.......... 4,744 5,620 3,937 3,504
-------- -------- ------- --------
Cash and equivalents at end of
period....................... $ 6,866 $ 3,937 $ 6,866 $ 3,937
======== ======== ======= ========
Supplemental disclosures of cash
flow information:
Cash paid during the period for:
Interest - debt............ $ 4,719 $ 5,352 $ 30,651 $ 36,569
Income taxes............... $ 2,393 $ 8,311 $ 32,989 $ 24,846
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements included herein have been
prepared by Wisconsin Power & Light (the "Company" or "WP&L"),
without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The
consolidated financial statements include the Company and its
wholly owned consolidated subsidiaries. The Company is a subsidiary
of WPL Holdings, Inc. These financial statements should be read in
conjunction with the financial statements and the notes thereto
included in the Company's latest Annual Report on Form 10-K.
In the opinion of management, all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation
of (a) the consolidated results of operations for the three and
twelve month periods ended June 30, 1996 and 1995, (b) the
consolidated financial position at June 30, 1996 and 1995 and
December 31, 1995, and (c) the consolidated statement of cash flows
for the three and twelve month periods ended June 30, 1996 and 1995
have been made.
2. In April 1996, WP&L repurchased in a private transaction $5.0
million of its Series V first mortgage bonds, due December 1, 2025,
coupon rate of 9.30%. In order to purchase these bonds, the Company
issued short term debt.
3. During the first quarter of 1996, the Financial Accounting
Standards Board issued an Exposure Draft on Accounting for
Liabilities Related to Closure and Removal of Long-Lived Assets
which deals with, among other issues, the accounting for
decommissioning costs. If current electric utility industry
accounting practices for such decommissioning are changed: (1)
annual provisions for decommissioning could increase, (2) the
estimated cost for decommissioning could be recorded as a liability
rather than as accumulated depreciation, with recognition of an
increase in the recorded amount of nuclear plant, and (3) trust
fund income from the external decommissioning trusts could be
reported as investment income rather than as a reduction to
decommissioning expense. Given the preliminary nature of the
process, the Company cannot currently determine what impact, if
any, this process may have on the Company's financial condition or
results of operations.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED June 30, 1996 VS. June 30, 1995:
OVERVIEW
The Company reported consolidated second quarter net income of $20.4
million compared to $9.7 million for the same period in 1995. During the
second quarter a $3.4 million after-tax gain was recognized on the sale of
a combustion turbine. Weather-driven natural gas sales growth, increased
electric sales to other utilities, and continued customer growth
contributed to higher margins as compared with the second quarter of last
year.
Electric margin increased by $5.4 million due to increased sales and
lower aggregate costs per kWh. Gas margin increased $2.2 million due to a
change in the mix of sales from lower margin to higher margin customer
classes. Operations and maintenance declined during the second quarter due
primarily to the timing of nuclear plant refueling.
Partially offsetting the gain on the combustion turbine and the
higher electric and gas margins was an increase in depreciation expense
and income tax expense.
<TABLE>
Electric Operations
<CAPTION>
Revenues
and Costs % kWhs Sold % Customers at %
(In Thousands) Change (In Thousands) Change End of Quarter Change
1996 1995 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Residential and
Farm $43,776 $43,247 1% 633,695 622,251 2% 334,035 327,319 2%
Industrial 36,450 36,080 1% 1,003,872 991,595 1% 810 778 4%
Commercial 24,519 24,168 1% 421,098 412,304 2% 45,300 44,227 2%
Wholesale and Class
A 31,367 20,319 54% 1,290,219 628,782 105% 92 83 11%
Other 972 2,279 (30%) 15,591 14,856 5% 1,742 1,497 16%
------- ------- --------- --------- ------- -------
Total 137,084 126,093 9% 3,364,475 2,669,788 26% 381,979 373,904 2%
------- ------- ========= ========= === ======= ======= ===
Electric Production
Fuels 27,339 27,898 (6%)
Purchased Power 16,429 10,324 66%
------ --------
Margin $93,316 $87,961 5%
======= ======== ===
</TABLE>
Electric revenues increased $11.0 million, or 9 percent, as compared
to the second quarter of 1995. The increase was the result of a 26 percent
increase in kWh sales primarily due to increased bulk power sales during
the second quarter 1996.
Electric margin increased $5.4 million, or 6 percent, during the
second quarter of 1996 compared to the second quarter of 1995 primarily
due to higher sales (as discussed above). Aggregate costs of production
fuels and purchased power increased as a result of a 26 percent increase
in kWh sales. Because of this increase in sales and the availability of
competitively priced off-system power, purchased power increased 66
percent.
<TABLE>
Gas Operations
<CAPTION>
Revenues
and Costs % Therms Sold % Customers at %
(In Thousands) Change (In Thousands) Change End of Quarter Change
1996 1995 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Residential and Farm $14,703 $10,697 37% 23,245 18,843 23% 131,093 126,581 4%
Firm 7,855 5,839 35% 15,493 13,419 15% 16,160 15,733 3%
Interruptible 611 606 1% 1,659 1,942 -15% 258 236 9%
Transport. and Other 4,833 5,308 -9% 34,342 40,188 -15% 266 243 9%
------ ------ ------ ------ ------- -------
Total 28,002 22,450 25% 74,739 74,392 0% 147,777 142,793 3%
------ ------ ====== ====== === ======= ======= ===
Purchased Gas 15,690 12,359 27%
------ ------ ---
Margin 12,312 10,091 22%
====== ====== ===
</TABLE>
Gas revenues increased $5.6 million, or 25 percent, in the second
quarter of 1996 as compared to 1995. The increased revenues were the
result of higher commodity costs passed on to customers and a change in
the sales mix while total therm sales remained relatively unchanged, the
mix of these sales indicates a decline of 15 percent in transportation and
interruptible sales with a corresponding increase of 23 percent and 15
percent in higher margin residential and firm sales, respectively. The
gas incentive program authorized by the Public Service Commission of
Wisconsin also resulted in a loss of $0.1 million pre-tax during the
second quarter of 1996 compared with additional savings of $0.3 million
pre-tax for the same period in 1995.
Other Operation and Maintenance
Other operation and maintenance expense decreased $5.8 million primarily
due to the conversion of the Kewaunee Nuclear Plant ("Kewaunee") from a
twelve to eighteenth month fuel cycle. Refueling which used to occur in
the second quarter will take place in the fourth quarter of 1996.
Depreciation
Depreciation expense increased $1.1 million as a result of property
additions.
Income Taxes
Income taxes increased between second quarters consistent with higher
taxable income.
Other Income and Deductions
Other income and deductions increased $3.5 million for the quarter ended
June 30, 1996 compared with the same period in 1995. The increase is
primarily a result of the recognition of a $3.4 million after-tax gain on
the sale of a combustion turbine during the second quarter of 1996.
TWELVE MONTHS ENDED June 30, 1996 VS. June 30, 1995:
OVERVIEW
The Company reported consolidated net income of $100.4 million for the
twelve months ended June 30, 1996 as compared to $63.4 million for the
same period in 1995. Weather-driven sales growth along with continued
customer growth in the service territory contributed to increased electric
and gas margins as compared with the twelve months ended June 30, 1995. In
addition a $3.4 million after-tax gain on the sale of a combustion turbine
was recognized during the second quarter of 1996.
Electric margin increased by $26.6 million, or 7 percent, from increased
sales and lower costs per kWh for both electric production fuels and
purchased power. Gas margins increased $10.7 million, or 21 percent, as a
result of increased therm sales. In addition, other operation expense
decreased primarily due to higher early retirement and severance expenses
during the twelve month period ended June 30, 1995 and a shift in the
refueling cycle at Kewaunee from the second quarter to the fourth quarter
of 1996.
Partially offsetting the increases to income was a $8.8 million
increase in depreciation expense primarily resulting from property
additions.
<TABLE>
Electric Operations
<CAPTION>
Revenues
and Cost % kWh Sold % Customers at %
(In Thousands) Change (In Thousands) Change End of Quarter Change
1996 1995 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Residential and
Farm $204,141 $192,023 6% 3,013,326 2,779,130 9% 334,035 327,319 2%
Industrial 143,488 140,133 2% 3,933,209 3,816,898 3% 810 778 4%
Commercial 104,590 100,234 4% 1,809,125 1,700,213 6% 45,300 44,227 2%
Wholesale and Class
A 117,570 85,219 38% 4,278,026 2,575,668 66% 92 83 11%
Other 4,875 8,914 (45)% 56,209 53,636 5% 1,742 1,497 16%
------- ------- ---------- ---------- ------- -------
Total 574,664 526,523 7% 13,089,895 10,925,545 20% 381,979 373,904 2%
------- ------- ========== ========== === ======= ======= ===
Electric
production fuels 114,820 116,148 (1)%
Purchased Power 58,406 37,368 61%
------- -------
Margin $401,438 $373,007 7%
======= ======= ===
</TABLE>
Electric revenues increased $48.1 million, or 7 percent, as compared to
the twelve months ended June 30, 1995. The increase was the result of a 20
percent increase in kWh sales primarily due to a much warmer summer in
1995, colder winter weather in 1996, higher sales to other utilities and
customer growth.
Electric margin increased 8 percent during the twelve months ended June
30, 1996 compared to the same period in 1995 primarily due to higher
sales combined with reduced costs per kWh for electric production fuels
and purchased power. Although total fuel and purchased power costs
declined on a per kWh basis, total purchased power expense increased by 61
percent. This increase is due to the Company's higher level of bulk power
sales as well as the opportunity to purchase low cost energy. Partially
offsetting increased purchased power costs are slightly lower delivered
coal and nuclear fuel costs.
<TABLE>
Gas Operations
<CAPTION>
Revenues Therms Sold
and Costs % (In Thousands) % Customers at %
(In Thousands) Change Change End of Quarter Change
1996 1995 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Residential and
Farm $84,954 $66,029 29% 142,221 114,956 24% 131,093 126,581 4%
Firm 47,481 37,474 27% 99,772 82,297 21% 16,160 15,733 3%
Interruptible 3,607 6,246 (42)% 10,673 19,148 (44)% 258 236 9%
Transport. and 266 243
Other 25,208 30,135 (16)% 174,725 159,560 10% 9%
------- ------- ------- ------- ------- -------
Total 161,250 139,884 15% 427,391 375,961 14% 147,777 142,793 3%
======= ======= ======= ======= === ======= ======= ===
Purchased Gas 98,815 88,138 12%
------- -------
Margin $62,435 $51,746 21%
======= ======= ===
</TABLE>
Gas revenues increased $21.4 million, or 15 percent, during the twelve
months ended June 30, 1996 as compared to the twelve months ended June 30,
1995. The higher revenues were the result of a 14 percent rise in therm
sales primarily due to colder weather and residential and firm customer
growth. The higher sales volumes as well as favorable management of gas
supply costs resulted in a $10.7 million, or 21 percent, increase in gas
margin.
With the elimination of the purchased gas adjustment clause effective
January 1, 1995, the fluctuations in the commodity cost of gas above or
below a prescribed commodity price index will increase or decrease WP&L's
margin on gas sales. Both benefits and exposures are subject to customer
sharing provisions. WP&L's share is capped at $1.1 million, pre-tax. For
the twelve months ended June 1996 the gas incentive program resulted in
additional savings of $1.0 million pre-tax.
Other Operation and Maintenance
Other operation and maintenance expense declined by $22.0 million
primarily due to higher early retirement and severance expenses during the
twelve month period ended June 30, 1995, related to the Company's
reengineering efforts. In addition, refueling costs at Kewaunee which
occurred during the twelve month period ended June 30, 1995 are not
expected to occur until the fourth quarter of 1996.
Depreciation
Depreciation expense increased $8.8 million as a result of property
additions and greater amortization of contributions in aid of construction
( a reduction of expense) in the second quarter of 1995 compared with the
same period in 1996.
Income Taxes
Income taxes increased for the twelve month period ended June 30, 1996,
as a result of higher taxable income.
Other Income and Deductions
Other income and deductions increased $4.3 million for the twelve months
ended June 30, 1996 primarily as a result of the recognition of a $3.4
million after-tax gain on the sale of a combustion turbine during the
second quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity is primarily determined by the level of cash
generated from operations and the funding requirements of WP&L's ongoing
construction and maintenance programs. WP&L finances its construction
expenditures through internally generated funds supplemented, and when
required, by outside financing. (Also see: Note 2 in the "Notes to
Financial Statements," page 6.)
During the three and twelve months ended June 30, 1996 and June 30,
1995, the Company generated sufficient cash flows from operations, the
sale of other property and equipment and short-term borrowings to cover
operating expenses, cash dividends and investing activities. Cash flows
from operations decreased to $1.2 million for the three months ended
June 30, 1996, compared to $3.7 million for the same period last year. For
the twelve month period ended June 30, 1996, cash flows from operations
increased to $202.2 million from $180.5 million during the same period in
1995. During the second quarter of 1996, the Company received $36.3
million from the sale of a combustion turbine.
Financing and Capital Structure
The level of short-term borrowing fluctuates based primarily on seasonal
corporate needs, the timing of long-term financing and capital market
conditions. WP&L generally borrows on a short-term basis to provide
interim financing of construction and capital expenditures in excess of
available internally-generated funds. To maintain flexibility in its
capital structure and to take advantage of favorable short-term rates, the
Company also uses proceeds from the sales of accounts receivable and
unbilled revenues to finance a portion of its long-term cash needs. Bank
lines of credit of $70 million at June 30, 1996 are available to support
these borrowings.
The Company's capitalization at June 30, 1996, including the current
maturities of long-term debt, variable rate demand bonds and short-term
debt, consisted of 56 percent common equity, 6 percent preferred stock and
38 percent long-term debt.
Capital Expenditures
WP&L is a capital-intensive business and requires large investments in
long-lived assets. Therefore, the Company's most significant capital
requirements relate to construction expenditures. Construction
expenditures for the three months ended June 30, 1996 were $29.3 million.
The estimated construction expenditures for the remainder of 1996 are
$99.2 million.
The Company has a 41.0 percent ownership interest in Kewaunee. The
operating partner of this plant is Wisconsin Public Service Corporation
(WPSC). The steam generator tubes at Kewaunee are susceptible to corrosion
and cracking phenomena seen throughout the nuclear industry. Steam
Generator A is currently 24.94% effectively plugged and Steam Generator B
is 17.69% effectively plugged for an average of 21.32%. The current
Kewaunee safety analysis report allows an effective tube plugging limit of
up to 25% average for both steam generators, not to exceed 25% in either
steam generator. Analyses are currently being performed which the
operating partner believes will increase the effective plugging limit to
30%. The small reduction in capacity which has resulted from this tube
plugging has not had a material impact on the financial performance of the
Company.
As a result of the need to address the repair or replacement of the
steam generators, the owners of Kewaunee have been evaluating, and are
continuing to evaluate, various alternatives to deal with the degradation of
the steam generator tubes. As part of this evaluation, the owners have or
will take the following actions:
(a) The Nuclear Regulatory Commission ("NRC") has been requested to
redefine the pressure boundary point of the repaired steam generator
tubes, which have been removed from service by plugging, in order to
allow the return of many of the tubes to service; thus, permitting
Kewaunee to return to full licensed power.
(b) The NRC will be requested to increase the steam generator effective
plugging limit from 25% to 30%.
(c) A request will be submitted to the NRC to allow the owners to pursue
welded repair technologies to repair existing sleeved tubes in an
effort to return plugged tubes to service.
(d) The partners continue to evaluate the economics of replacement of
the steam generators. The replacement of steam generators is
estimated to cost approximately $100 million, exclusive of
additional purchased power costs associated with an extended
shutdown.
WP&L believes that the best near term economic alternative for the
owners of Kewaunee is to continue to pursue tube recovery and repair
processes. WP&L will reassess its views of available alternatives based
on the condition of the steam generator tubes during the fall 1996
refueling outage.
Currently, the owners of Kewaunee have different views of the future
market value of energy which impact on the desirability of replacing the
steam generators. During the first quarter of 1996 WPSC filed an
application with the Public Service Commission of Wisconsin (PSCW) seeking
approval to replace the steam generators in 1999. WP&L believes that
analysis and final action on this application will take approximately two
years to complete. The joint owners continue to analyze and discuss
various options related to the future of Kewaunee, including various
ownership transfer alternatives. The net book value of WP&L's share of
Kewaunee as of June 30, 1996 was $57 million.
WP&L has applied to the PSCW for accelerated depreciation of this
remaining book value of Kewaunee such that by the end of the year 2002
there would be full recovery of all plant investment. The request for this
acceleration reflects the condition of the present steam generators and
the evolution of the electric generation marketplace towards a more
competitive model.
Rates and Regulatory Matters
In the PSCW rate order UR-109, effective January 1, 1995, the PSCW
approved certain incentive programs. Based on the 1995 performance of the
SO2 emissions and service reliability incentive programs a $2.5 million
refund to retail electric customers was made after the second quarter of
1996. The refund associated with the gas portion of the program has not
been approved by the PSCW.
Industry Outlook
The PSCW's inquiries into the future structure of the natural gas and
electric utility industries are ongoing. The stated goal of the PSCW in
the natural gas docket is to move all gas supply activities out of the
existing regulated distribution utilities and allow independent units to
compete for the business. The goal of the electric restructuring process
is to create open access transmission and distribution services for all
customers with competitive generation and customer service markets.
Additional proceedings as well as consultation with the legislature are
planned prior to a target implementation date after the year 2000.
On April 24, 1996, the Federal Energy Regulatory Commission ("FERC")
issued two rules ( No. 888 and 889) that will promote competition by
opening access to the nation's wholesale power market. The new rules
require public utilities that own, control or operate transmission
systems to provide other companies with the same transmission
access/service that they provide to themselves. The FERC proposes that
each public utility replace its soon-to-be- filed single open access
tariff with a capacity reservation tariff by December 31, 1997. The
Company presently has on file with the FERC a pro forma open access
transmission tariff, filed on July 8, 1996, in compliance with FERC order
No. 888.
INFLATION
The impacts of inflation on WP&L are currently mitigated through current
rate making methodologies. Although rates will be held flat until at
least 1997, management expects that any impact of inflation will be
mitigated by customer growth and productivity improvements.
OTHER
Proposed Merger
WPL Holdings, Inc. ("WPLH"), IES Industries Inc. ("IES"), and Interstate
Power Co. ("IPC") have entered into an Agreement and Plan of Merger
("Merger Agreement"), dated November 10, 1995, as amended, providing for:
a) IPC becoming a wholly-owned subsidiary of WPLH, and b) the merger of
IES with and into WPLH, which merger will result in the combination of IES
and WPLH as a single holding company (collectively, the "Proposed
Merger"). The holding company will be renamed Interstate Energy
Corporation ("Interstate Energy)".
The Joint Proxy Statement/Prospectus of WPLH, IES and IPC was filed with
the Securities and Exchange Commission on July 11, 1996. The Merger Agree-
ment contemplated an adjustment of the IES Ratio to 1.01 shares of
Interstate Energy Common Stock from the initial ratio of 0.98 in the event
that prior to the consummation of the transaction, McLeod, Inc., a Delaware
corporation in which IES has a significant ownership interest ("McLeod"),
(a) completed a firm commitment underwritten initial public offering of
its Class A common stock at a per share price of at least $13.00 in which
McLeod received gross proceeds of at least $75 million and (b)
immediately following the public offering the Class A common stock was
registered under Section 12 of the Exchange Act. On June 14,1996, McLeod
completed an initial public offering of 13.8 million shares of its Class A
common stock at a price of $20 per share. The McLeod offering satisfied
the conditions of the McLeod contingency and the IES Ratio was adjusted to
the 1.01.
The shareowner vote on the merger is expected to occur at annual
meetings to be held by each of WPLH, IES and IPC on September 5, 1996. The
corporate headquarters of Interstate Energy will be in Madison, Wisconsin.
On August 5, 1996, MidAmerican Energy Company, an electric and natural
gas utility company based in Des Moines, Iowa, announced that it had made
an unsolicited bid to acquire IES in a cash and stock transaction. WPLH
cannot currently determine what, if any, impact the unsolicited bid of
MidAmerican may have on the transaction contemplated by the Merger
Agreement.
Union Contract
The Company and International Brotherhood of Electrical Workers, Local
965 reached agreement on a new three year collective bargaining contract
on June 14. The new agreement includes increases in the base wage during
the first, second and third years of the contract of 3 percent, 3 percent
and 3.25 percent, respectively. The new agreement is effective retroactive
to June 1, 1996, with wages retroactive to May 26, which is the beginning
of a pay period. At the end of the second quarter, the contract covered
1,587 of WP&L's employees which represents approximately 69 percent of the
total employees at WP&L.
<PAGE>
PART II--OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
1. Exhibits
3A Amendment to By-Laws of the Company
3B By-laws of the Company as revised July 25,1996
27 Financial Data Schedule
2. Reports on Form 8-K: None
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Wisconsin Power and Light Company
Date: August 14, 1996 /s/ Edward S. Gleason
Edward M. Gleason, Controller,
Treasurer and Corporate Secretary
(principal accounting officer and
officer authorized to sign on behalf
of the registrant)
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
3A Amendment to By-Laws of the Company
3B By-Laws of the Company as revised July 25, 1996
27 Financial Data Schedule
Amendment to the By-Laws of
Wisconsin Power and Light Company
(Effective July 25, 1996)
Section 1 of Article III of the Bylaws of Wisconsin Power and Light
Company was amended to read in its entirety as follows:
Section 1 - The Annual Meeting of the Shareowners shall be
held on the fourth Wednesday in May of each year (or if such day
be a legal holiday in Wisconsin, then upon the following day);
or on such other day of each year as the Board of Directors may
determine. Each such meeting shall be held at the hour of 10:00
o'clock A.M. at the office of the Company in Madison, Wisconsin,
unless the Board of Directors shall otherwise order. The Annual
Meeting shall be held for the purposes of electing Directors and
transacting such other business as may properly come before the
meeting.
BYLAWS OF
WISCONSIN POWER AND LIGHT COMPANY
Revised At July 25, 1996
ARTICLE I
Seal
The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Wisconsin".
ARTICLE II
Stocks and Transfers
Section 1 - Each holder of fully paid stock shall be entitled to a
certificate or certificates of stock, stating the number of shares owned
by such shareowner and the designation of the Class and Series in which
issued. All stock certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary of the Company,
and be sealed with the corporate seal of the Company, which seal may be
facsimile, engraved or printed. If and when a Transfer Agent and/or a
Registrar shall have been appointed by the Board with respect to the
shares of any class of stock, or series thereof, of the Company, the
certificates representing such shares shall also be countersigned by such
Transfer Agent and/or countersigned and registered by such Registrar, as
the case may be. Certificates which have been countersigned by a Transfer
Agent and countersigned and registered by a Registrar, in both cases duly
appointed by the Board of Directors for such purpose, may bear the
signatures of the President or a Vice President and the Secretary or an
Assistant Secretary of the Company in facsimile, engraved or printed;
provided, that no certificate bearing the facsimile signatures of the
Officers of the Company shall be valid or effective for any purpose unless
and until it shall have been so countersigned and registered. In case any
such Officer who has signed any stock certificate, or whose facsimile
signature has been placed thereon, shall have ceased to be such Officer
before such certificate is issued, such certificate may be issued by the
Company with the same effect as if such Officer had not ceased to be such
at the date of its issue.
Section 2 - The stock of the Company shall be divided into such
Classes, with such relative rights and preferences, as shall be provided
by the Articles of Organization of the Company as the same may from time
to time be amended in accordance with the laws of Wisconsin.
Section 3 - Shares of stock shall be transferable only on the books
of the Company; and upon proper endorsement and surrender of the
outstanding certificates representing the same. Subject to such
conditions as the Board of Directors may, by Resolution, establish: (a)
If an outstanding certificate of stock shall be lost, destroyed or stolen,
the holder thereof may have a new certificate issued, upon producing
evidence satisfactory to the Officers of the Company, of such loss,
destruction or theft; and upon furnishing to the Company a bond of
indemnity, surety bond, or such other assurance as the Officers may
require. (b) Where any outstanding certificates of stock are deemed
abandoned by the holder thereof, pursuant to the unclaimed property or
escheatment laws of any state having jurisdiction thereof, the Officers of
the Company are authorized and directed to cause the transfer and delivery
of said certificates or to cause the issuance of replacement certificates,
to such person or persons as may be entitled thereto in accordance with
such escheatment laws.
Section 4 - Transfer books may be closed by order of the Board of
Directors for short periods, not exceeding forty days at any one time, for
any legal purpose, as the Board of Directors shall deem advisable.
ARTICLE III
Meetings of Shareowners
Section 1 - The Annual Meeting of the Shareowners shall be held on
the fourth Wednesday in May of each year (or if such day be a legal
holiday in Wisconsin, then upon the following day); or on such other day
of each year as the Board of Directors may determine. Each such meeting
shall be held at the hour of 10:00 o'clock A.M. at the office of the
Company in Madison, Wisconsin, unless the Board of Directors shall
otherwise order. The Annual Meeting shall be held for the purposes of
electing Directors and transacting such other business as may properly
come before the meeting.
Section 2 - Special Meetings of the shareowners may be called by the
Chairperson of the Board, the Chief Executive Officer; or by the Board of
Directors; or by the Secretary when requested by the owners of shares of
outstanding voting stock having in the aggregate a number of votes at
least equal to one-fifth of the aggregate number of votes possessed by all
such owners; or in such other manner as may be provided by statute.
Section 3 - Notice of the time and place of each Annual or Special
Meeting of Shareowners shall be sent by mail to the recorded address of
each shareowner not less than ten days before the date of the meeting,
except in cases where other special method of notice may be required by
statute, in which case the statutory method shall be followed. The notice
of a special meeting shall state the object of the meeting. Notice of any
meeting of the shareowners may be waived by any shareowners.
Section 4 - At all meetings of shareowners, the representation of
owners of that number of shares of stock entitled to vote at such meeting
having in the aggregate a number of votes at least equal to a majority of
the aggregate number of votes entitled to vote at such meeting shall be
necessary to constitute a quorum for the transaction of any business,
other than (a) adjourning from time to time until a quorum shall be
obtained, or (b) adjourning sine die, and for any such adjournment a
majority vote of whatever shares of stock shall be represented shall be
sufficient.
Section 5 - The Chairperson of the Board when he or she is the Chief
Executive Officer, and when he or she is not the Chief Executive Officer,
or in his or her absence or at his or her request the President, and in an
absence of both the Chairperson of the Board and the President, then a
Vice President, and if no Vice President be in attendance at the meeting,
then a Director selected by the Directors attending the meeting, or if no
selection is made, then the Director in attendance with the longest tenure
in such office, shall preside at each meeting of shareowners, and the
Secretary or an Assistant Secretary of the Company shall act as secretary
of each shareowner meeting.
Section 6 - Any shareowner having the right to vote at a meeting of
shareowners may exercise such right by voting in person or by proxy at
such meeting.
ARTICLE IV
Board of Directors
Section 1 - The number of Directors constituting the Board of
Directors shall be a minimum of nine (9) and a maximum of thirteen (13).
Whenever a vacancy(ies) occurs on the Board of Directors such that there
are less than nine (9) Directors remaining, the remaining Directors shall
constitute the Board of Directors until the vacancy(ies) are filled by a
vote of the majority of the Directors remaining in office, even if less
than a quorum, said vacancy(ies) to be filled as soon as reasonably
possible. When there are nine (9) or more Directors and a vacancy occurs,
including a vacancy created by an increase in the number of Directors, it
shall be filled or not filled at the discretion of the Board of Directors.
The Board may elect a Chairperson of the Board, who may be the same person
as the Chief Executive Officer or the President.
Section 2 - No person who has attained 70 years of age shall be
eligible for election or reelection to the Board of Directors. Any
Director who has attained 70 years of age shall resign from the Board of
Directors effective as of the next Annual Meeting of Shareowners. Except
for the Chief Executive Officer, any Officer or employee of the Company
serving as a Director who retires, resigns or is removed or terminated
from his or her office or employment with the Company shall simultaneously
resign from the Board of Directors. In the event the CEO resigns or
retires from his or her office or employment with the Company, he or she
shall simultaneously submit his or her resignation from the Board of
Directors if requested by the Nominating Committee. In the event that the
CEO is removed from his or her office by the Board of Directors, or is
involuntarily terminated from employment with the Company, he or she shall
simultaneously submit his or her resignation from the Board of Directors.
Any Director who is unavailable for reasonably regular attendance at
meetings of the Board shall resign as a Director.
Section 3 - The Board of Directors may hold regular or special
meetings in or outside the State of Wisconsin.
Section 4 - Regular meetings of the Board of Directors shall be held
at such time and place and in such manner as may be determined by the
Board, at such hour as the notice of meeting may provide, but in no event
shall the Board meet less than once a year.
Section 5 - Special meetings of the Board may be called at any time
by the Chairperson of the Board, or the Chief Executive Officer, or in the
absence of the Chairperson when Chief Executive Officer, by the President,
or by a Vice President when acting as Chief Executive Officer, or by any
two Directors, by mailing to each Director, not less than three days
before the time of such meeting, a written notice stating the time and
place and manner of holding such meeting.
Section 6 - (a) Any or all members of the Board of Directors, or any
committee thereof, may participate in a regular or special meeting by, or
to conduct the meeting through the use of any means of communication by
which any of the following occurs:
1) All participating directors may simultaneously hear each
other during the meeting.
2) All communication during the meeting is immediately
transmitted to each participating director, and each
participating director is able to immediately send
messages to all other participating directors.
(b) If a meeting is conducted by the means of communication
described herein, all participating directors shall be informed
that a meeting is taking place at which official business may be
transacted.
(c) A director participating in a meeting by means of such
communication is deemed to be present in person at the meeting.
Section 7 - Notice of any meeting of the Board may be waived by any
Director.
Section 8 - A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board, but a
fewer number may adjourn the meeting to some other day or sine die. The
person designated by Section 5 of Article III above shall preside at
meetings of the Board of Directors, and the Secretary or an Assistant
Secretary shall act as Secretary. The members of the Board who are
Officers or employees of the Company shall receive no separate fee for
serving as a Director of the Company. Other members of the Board shall be
paid such fees as the Board shall from time to time determine by
resolution.
ARTICLE V
Committees
Section 1 - The Board of Directors may, by resolution passed by a
majority of the whole Board, designate from their number an Executive
Committee of such number, not less than three, as the Board may fix from
time to time. The Executive Committee may make its own rules of procedure
and shall meet where and as provided by such rules, or by resolution of
the Board of Directors. A majority of the members of the Committee shall
constitute a quorum for the transaction of business. During the intervals
between the meetings of the Board of Directors, the Executive Committee
shall have all the powers of the Board in the management of the business
and affairs of the Company, including power to authorize the seal of the
Company to be affixed to all papers which may require it, and, by majority
vote of all its members, exercise any and all such powers in such manner
as such Committee shall deem best for the interests of the Company, in all
cases in which specific directions shall not have been given by the Board
of Directors.
Section 2 - The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board when required.
Section 3 - A Compensation and Personnel Committee is hereby
established. Said Committee shall consist of at least three (3) Directors
who are not and never have been officers, employees or legal counsel of
the Company. The Chairperson and the members of the Compensation and
Personnel Committee shall be elected annually by a majority vote of the
members of the Board of Directors. Vacancies on said Committee may be
filled at any time by action of the Board of Directors. The Committee
shall have the following powers and responsibilities:
1. Review and recommend to the Board new employee benefit plans
or changes, i.e. pension, life, hospital, disability, etc.
2. Review major provisions of any negotiated union contracts
prior to or during negotiations.
3. Review and approve any executive officer employment
contract.
4. Review human resource development programs.
5. Review management development programs.
6. Review the internal equity and external competitiveness of
all executive, management and salary pay grades.
7. Review and authorize salary adjustments for all management
payroll and non-executive officers' pay grades as a group.
All salary ranges and performance for executive officers
shall be reviewed individually by the Committee.
8. Review as a group overall adjustments for all non-management
payroll salary grades.
9. Review personnel budgets.
Said Committee shall meet at such times as it determines, but at least
twice each year, and shall meet at the request of the Chief Executive
Officer, President or any Committee member. Such meeting may be held on a
day separate from or the same as the regular monthly meeting of the Board
of Directors. Subsequent to each such Committee meeting, a report of the
actions taken by such Committee shall be made to the Board of Directors.
Section 4 - An Audit Committee is hereby established and shall
consist of at least three (3) members all of whom shall be outside members
of the Board of Directors. The Chairperson and the members of the
Committee shall be elected annually by a majority vote of the members of
the Board of Directors. Vacancies on said Committee may be filled at any
time by action of the Board of Directors. Said Committee shall meet at
the call of any one of its members, but in no event shall it meet less
than once a year. Such meeting may be held on a day separate from or the
same as the regular monthly meeting of the Board of Directors. Subsequent
to each such Committee meeting, a report of the actions taken by such
Committee shall be made to the Board of Directors.
The functions of said Committee shall be to:
1. Recommend to the shareowners the independent auditors of the
Company.
2. Discuss with the independent auditors the scope of their audit.
3. Discuss with the independent auditors and the management the
Company's accounting principles, policies and practices and its
reporting policies and practices.
4. Discuss with the independent auditors the results of their audit.
5. Discuss with the independent auditors the adequacy of the
Company's or any of its subsidiaries accounting, financial and
operating controls.
6. Discuss with the Company's Director of Internal Audits the scope
and results of internal audits and initiate such accounting
principles, policies and practices, and reporting policies and
practices as it may deem necessary or proper.
7. Approve or disapprove annually, each defined group of non-audit
services performed by the independent auditors, which
consideration may occur before or after performance, giving due
regard to the possible effect of such performance upon the
independence of the independent auditors; and, if considered
prior to such performance, shall include a limitation upon the
magnitude of such services.
Section 5 - A Corporate Operations Review Committee is hereby
established. Such Committee shall consist of at least three members of
the Board of Directors. The Chairperson and the members of the Committee
shall be elected annually by a majority vote of the Board of Directors.
Vacancies on said Committee may be filled at any time by action of the
Board of Directors. Said Committee shall meet at least once annually at
such time and place as it determines, and at other times upon the call of
the Chairperson or any other member of the Committee. Such meeting may be
held on a day separate from or the same as the regular meeting of the
Board of Directors.
The functions of said Committee shall be to:
1. Review proposed operating and construction budgets, financing
plans and other significant project plans and make
recommendations to the Board of Directors.
2. Examine corporate operations and performance against established
budgets, plans and objectives.
3. Review corporate policies as required and make recommendations to
the Board of Directors concerning policy changes and the
establishment of new policies.
4. Periodically review selected operating issues and processes.
Section 6 - A Nominating and Governance Committee shall be
established and shall consist of at least three (3) members, all of whom
shall be outside members of the Board of Directors. The Chairperson and
the members of the Committee shall be elected annually by a majority vote
of the members of the Board of Directors. Vacancies on said Committee may
be filled at any time by action of the Board of Directors. Said Committee
shall meet at the call of any one of its members, but in no event shall it
meet less than once a year for the express purpose of recommending
nominees for election to the Board at the Annual Meeting of Shareowners.
The Committee shall have the following responsibilities:
1. Nomination of Directors for membership on the Board.
2. Selection of new Board members.
3. Selection of Board committee members and chairpersons.
4. Evaluation of overall Board effectiveness.
5. Develop recommendations on Director compensation.
6. Prepare CEO Performance report.
7. Consider and develop recommendations on specific governance
matters.
Section 7 - An Environmental Affairs Committee is hereby established.
Such Committee shall consist of three to five members of the Board of
Directors. The Chairperson and members of the Committee shall be elected
annually by a majority vote of the Board of Directors. Vacancies on said
Committee may be filled at any time by action of the Board of Directors.
The Chairperson, the Chief Executive Officer and the President of the
Company shall be ex officio members serving in an advisory capacity. Said
Committee shall meet at least once annually at such time and place as it
determines, and at other times upon the call of the Chairperson or any
other member of the Committee. Such meeting may be held on a day separate
from or the same as the regular monthly meeting of the Board of Directors.
The Committee shall report on its reviews, and, as appropriate, make
recommendations to the Board of Directors.
The responsibility of said Committee shall be to review environmental
policy and planning issues of interest to the Company, including matters
involving the Company before environmental regulatory agencies and
compliance with air, water, and waste regulations.
Section 8 - A majority of the members of a committee shall constitute
a quorum for the transaction of business at any meeting of a committee of
the Board, but a fewer number may adjourn the meeting to some other day or
sine die. Each committee shall arrange for the keeping of its
own minutes.
ARTICLE VI
Officers
Section 1 - The Board of Directors shall elect a Chief Executive
Officer, a President, such number of Vice Presidents with such
designations as the Board of Directors at the time may decide upon, a
Secretary, a Treasurer and a Controller. The same person may
simultaneously hold more than one office. The Board of Directors in its
discretion may also elect one or more Assistant Secretaries, one or more
Assistant Treasurers, one or more Assistant Controllers and such other
Officers as may from time to time be provided for by the Board of
Directors. All Officers unless sooner removed shall hold their respective
offices until their successors, willing to serve, shall have been elected
but any Officer may be removed from office at any time at the pleasure of
the Board of Directors. All Officers shall be bonded in such form, in
such amounts, and with such sureties as determined by the Board of
Directors.
Section 2 - Subject to the control of the Board of Directors the
Chief Executive Officer designated by the Board of Directors shall have
and be responsible for the general management and direction of the
business of the Company, shall establish the lines of authority and
supervision of the Officers and employees of the Company, shall have the
power to appoint and remove and discharge any and all agents and employees
of the Company not elected or appointed directly by the Board of
Directors, and shall assist the Board in the formulation of policies of
the Company. The Chairperson of the Board if the Chief Executive Officer
may delegate any part of his or her duties to the President, or to one or
more of the Vice Presidents of the Company.
Section 3 - The Chairperson of the Board if not designated as the
Chief Executive Officer of the Company shall assist the Board in the
formulation of policies and may make recommendations therefore.
Information as to the affairs of the Company in addition to that contained
in the regular reports shall be furnished to him or her on request. He or
she may make suggestions and recommendations to the Chief Executive
Officer regarding any matters relating to the affairs of the Company and
shall be available to the Chief Executive Officer for consultation and
advice.
Section 4 - The President when he or she is not designated as and
does not have the powers of the Chief Executive Officer shall have such
other powers and duties as usually devolve upon the President of a Company
and such other and further powers and duties as may from time to time be
prescribed by the Board of Directors or be delegated to him or her by the
Chairperson of the Board. In the absence or inability to act of the
Chairperson of the Board to act as Chief Executive Officer the powers and
duties of the Chief Executive Officer shall temporarily devolve upon the
President.
Section 5 - Each of the Vice Presidents shall have such powers and
duties as may be prescribed for him or her by the Board of Directors and
by the Chief Executive Officer.
Section 6 - The Secretary shall attend all meetings of the Board of
Directors, shall keep a true and faithful record thereof in proper books
to be provided for that purpose, and shall be responsible for the custody
and care of the corporate seal, corporate records and minute books of the
Company, and of all other books, documents and papers as in the practical
business operation of the Company shall naturally belong in the office or
custody of the Secretary, or shall be placed in his or her custody by the
Chief Executive Officer or by the Board of Directors.
He or she shall also act as Secretary of all shareowners' meetings,
and keep a record thereof. He or she shall, except as may be otherwise
required by statute or by these bylaws, sign, issue and publish all
notices required for meetings of shareowners and of the Board of
Directors. He or she shall be responsible for the custody of the stock
books of the Company and shall keep a suitable record of the addresses of
shareowners. He or she shall also be responsible for the collection,
custody and disbursement of the funds received for dividend reinvestment.
He or she shall sign stock certificates, bonds and mortgages, and all
other documents and papers to which his or her signature may be necessary
or appropriate, shall affix the seal of the corporation to all instruments
requiring the seal, and shall have such other powers and duties as are
commonly incidental to the office of Secretary, or as may be prescribed
for him or her by the Chief Executive Officer or by the Board of
Directors.
Section 7 - The Treasurer shall have charge of, and be responsible
for, the collection, receipt, custody and disbursement of the funds of the
Company, and shall deposit its funds in the name of the Company in such
banks, trust companies, or safety vaults as the Board of Directors may
direct, and shall keep a proper record of cash receipts and disbursements.
He or she may, in the absence of the Secretary and Assistant Secretaries
sign stock certificates. He or she shall be responsible for the custody
of such books, receipted vouchers and other books and papers as in the
practical business operation of the Company shall naturally belong in the
office or custody of the Treasurer, or shall be placed in his or her
custody by the Chief Executive Officer, or by the Board of Directors. He
or she shall sign checks, drafts, and other paper providing for the
payment of money by the Company for operating purposes in the usual course
of business, and shall have such other powers and duties as are commonly
incidental to the office of Treasurer, or as may be prescribed for him or
her by the Chief Executive Officer or by the Board of Directors.
Section 8 - The Controller shall be the principal accounting Officer
of the Company. He or she shall have general supervision over the books
of accounts of the Company. He or she shall examine the accounts of all
Officers and employees from time to time and as often as practicable, and
shall see that proper returns are made of all receipts from all sources.
All bills, properly made in detail and certified, shall be submitted to
him or her, and he or she shall audit and approve the same if found
satisfactory and correct, but he or she shall not approve any voucher
unless charges covered by the voucher have been previously approved
through work orders, requisition or otherwise by the head of the
department in which it originated, or unless he or she shall be otherwise
satisfied of its propriety and correctness. He or she shall have full
access to all minutes, contracts, correspondence and other papers and
records of the Company relating to its business matters, and shall be
responsible for the custody of such books and documents as shall naturally
belong in the custody of the Controller and as shall be placed in his or
her custody by the Chief Executive Officer or by the Board of Directors.
The Controller shall have such other powers and duties as are commonly
incidental to the office of Controller, or as may be prescribed for him or
her by the Chief Executive Officer or by the Board of Directors.
Section 9 - The Assistant Secretaries, Assistant Treasurers and
Assistant Controllers shall respectively assist the Secretary, Treasurer
and Controller of the Company in the performance of the respective duties
assigned to such principal Officer, and in assisting his or her principal
Officer each assistant Officer shall to that extent and for such purpose
have the same powers as his or her principal Officer. The powers and
duties of any such principal Officer shall temporarily devolve upon an
assistant Officer in case of the absence, disability, death, resignation
or removal from office of such principal Officer.
Section 10 - In the event of the untimely death or absence or
inability to act of the Chief Executive Officer, his or her powers and
duties shall devolve temporarily in the following manner: first to any
former Chief Executive Officer who is a member of the Board, next, to the
Board member with the longest tenure on the Board. Within sixty (60)
days, the temporary Chief Executive Officer shall notify the outside
members of the Board of the absence or inability to act of the Chief
Executive Officer and shall convene a meeting of the outside members of
the Board, who shall act as a Committee. The Committee shall determine
and evaluate all the facts pertinent to the Chief Executive Officer's
absence or inability to act, and then make such recommendations to the
Board of Directors as it deems appropriate under the circumstances. The
Board of Directors shall meet and act upon said recommendations within
thirty (30) days following the determinations of said Committee.
ARTICLE VII
Cash Management
Section 1 - Deposits - The funds of the Company shall be deposited to
its credit in such banks or trust companies ("depositories") as the
Treasurer and Vice President-Finance shall designate or in the manner
provided in Paragraph 5 of Section 2 of this Article. All deposits in any
depository shall be made initially to the general account of the Company
and not to any special account, fund or deposit. All special accounts,
funds or deposits shall be created and maintained solely by transfers of
funds from the general account.
Section 2 - Withdrawals and Check Signing -
1. Funds shall be withdrawn only by Company check or draft except:
a. to effect transfers of funds between Company accounts
maintained at one or more depositories;
b. as provided in paragraph 5 of this Section 2 and Section 3 of
this Article; or
c. as provided by resolution of the Board of Directors.
2. No debts shall be contracted except for current expenses unless
authorized by the Board of Directors or the Executive Committee,
and no invoices shall be paid by the Treasurer unless audited and
approved by the Controller or by a person or committee
specifically authorized by the Board of Directors or the
Executive Committee to audit and approve invoices for payment.
3. Checks, drafts and notes drawn on any account or deposit of the
Company (except those special purpose accounts specified in
paragraphs 5 and 6 of this Section and except drafts specified in
paragraph 7 of this Section) shall be valid instruments when
signed on behalf of the Company by the Vice President-Finance,
the Treasurer or an Assistant Treasurer. Instruments may be
signed by the facsimile signature of the Vice President-Finance
or the Treasurer.
4. For the purposes of this Section, a facsimile signature of any
Officer of the Company shall mean a stamp or perforation of that
Officer's signature. Each depository is authorized to honor
instruments signed in this manner provided the facsimile
resembles a specimen on file which has been certified by the
Secretary or other duly authorized Officer of the Company.
5. In addition to the provisions of Section 1 of this Article VII,
the Treasurer of the Company is authorized to establish petty
cash funds, on an imprest basis. Each such account shall be
designated as a "Cashier's Trust Account" and shall be separately
maintained and accounted for by the cashier or other employee
assigned such responsibility by the Treasurer.
a. Checks drawn on a Cashier's Trust Account may be signed and
countersigned on behalf of the Company by such employees as
the Treasurer or Vice President-Finance may from time to time
authorize and designate; provided, however, that no such
check shall be signed and countersigned by the same person.
b. No payment out of petty cash funds, whether by cash or check,
shall exceed $2,500 in the case of payments by district
offices, area offices or the Treasury Department, or $1,000
in the case of payments by generating stations.
6. Checks drawn on special accounts which the Company creates or
maintains for the payment of dividends may be signed by the
manual or facsimile signature of its Chief Executive Officer
or President and shall not require any countersignature.
7. Sight drafts may be drawn on the Treasury of the Company as
follows:
a. Any employee authorized by the treasurer of the Company may
draw such sight drafts in amounts not exceeding $10,000
payable to any one person in exchange for release of the
Company from claims for personal injury and/or property
damage.
b. Any employee or agent authorized by the treasurer of the
Company may draw such sight drafts in amounts not exceeding
$10,000 payable to any one person or in any transaction for
right-of-way easements, reimbursements for damages to land,
payments to bind agreements for purchases of real estate and
payments of document recording fees.
8. All bonds and notes issued under an indenture or mortgage shall
be executed on behalf of the Company by the manual or facsimile
signature of its Chief Executive Officer, President or a Vice
President and its Secretary or an Assistant Secretary, unless
otherwise provided by resolution of the Board of Directors.
Section 3 - Special Withdrawals - The President, any Vice President,
the Treasurer, or any Assistant Treasurer of the Company, or any person
authorized in writing by any of the foregoing Officers, is authorized to
direct any depository:
1. to charge amounts directly to the account of the Company without
the issuance of a check or draft of the Company, for the purpose
of paying principal of and interest on bonds and notes issued by
the Company, and
2. to accept and process data submitted via electronic means or by
wire transfer for purposes of receipt or disbursement of funds;
provided that such direction is in writing and describes the type of such
transactions permitted to be made by such depository.
ARTICLE VIII
Miscellaneous
Section 1 - All dividends shall be declared by a vote of the Board of
Directors.
Section 2 - The fiscal year of the Company shall close at the end of
December of each calendar year.
Section 3 - All or any shares of stock of any corporation owned by
this Company may be voted at any meeting of the shareowners of such
corporation by the Chief Executive Officer of this Company or such other
person as may be designated by the Chief Executive Officer for that
purpose, upon any question that may be presented at such meeting, and the
Chief Executive Officer or such other person may, on behalf of the
Company, waive any notice of the calling of such meeting required by any
statute or by-law and consent to the holding of any such meeting without
notice. The Chief Executive Officer or such other person as may be
designated by the Board of Directors to vote stock owned by this Company
shall have authority to give to any person a written proxy, in the name of
this Company and under its corporate seal, to vote at any meeting of the
shareowners of any corporation all or any shares of stock of such
corporation owned by this Company, upon any question that may be presented
at such meeting, with full power to waive any notice of the calling of
such meeting required by any statute or by-law and to consent to the
holding of any such meeting without notice.
ARTICLE IX
Amendment or Repeal of Bylaws
These bylaws may be altered, amended or repealed by the Board of
Directors at any regular or special meeting of the Board, or at any Annual
Meeting or Special Meeting of Shareowners by the affirmative vote of
owners of shares of outstanding voting stock of the Company having in the
aggregate a number of votes at least equal to a majority of the aggregate
number of votes possessed by all such owners (provided it shall have been
stated in the notice calling any such Special Meeting of Shareowners that
it is proposed at such meeting to alter, amend or rescind the bylaws), or
in such other manner as may be provided by law or in the Restated Articles
of Organization.
ARTICLE X
Indemnification and Liability of
Corporate Directors and Officers
Section 1 - Definitions Applicable to Article X - In this
Article X:
1. "Corporation" means Wisconsin Power and Light Company.
2. "Director or Officer" means any of the following:
a. A natural person who is or was a Director or Officer of the
Corporation.
b. A natural person who, while a Director or Officer of the
Corporation, is or was serving at the Corporation's request
as a Director, Officer, partner, trustee, member of any
governing or decision-making committee, employee or agent of
another corporation or foreign corporation, partnership,
joint venture, trust or other enterprise.
c. A natural person who, while a Director or Officer of the
Corporation, is or was serving an employee benefit plan
because his or her duties to the Corporation also impose
duties on, or otherwise involve services by, the person to
the plan or to participants in or beneficiaries of the plan.
d. Unless the context requires otherwise, the estate or personal
representative of a Director or Officer.
3. "Expenses" include fees, costs, charges, disbursements, attorney
fees and any other expenses incurred in connection with a
proceeding.
4. "Liability" includes the obligation to pay a judgment,
settlement, penalty, assessment, forfeiture or fine, including an
excise tax assessed with respect to an employee benefit plan, and
reasonable expenses.
5. "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent in a
proceeding.
6. "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit,
arbitration or other proceeding, whether formal or informal,
which involves foreign, federal, state or local law and which is
brought by or in the right of the Corporation or by any other
person.
Section 2 - Mandatory Indemnification -
1. The Corporation shall indemnify a Director or Officer, to the
extent he or she has been successful on the merits or
otherwise in the defense of a proceeding, for all reasonable
expenses incurred in the proceeding if the Director or
Officer was a party because he or she is a Director or
Officer of the Corporation.
2. a. In cases not included under sub. 1., the Corporation shall
indemnify a Director or Officer against liability incurred by
the Director or Officer in a proceeding to which the Director
or Officer was a party because he or she is a Director or
Officer of the Corporation, unless liability was incurred
because the Director or Officer breached or failed to perform
a duty he or she owes to the Corporation and the breach or
failure to perform constitutes any of the following:
1) A willful failure to deal fairly with the Corporation or
its shareholders in connection with a matter in which the
Director or Officer has a material conflict of interest.
2) A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her
conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful.
3) A transaction from which the Director or Officer derived
an improper personal profit.
4) Willful misconduct.
b. Determination of whether indemnification is required under
this subsection shall be made under Section 3.
c. The termination of a proceeding by judgment, order,
settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption
that indemnification of the Director or Officer is not
required under this subsection.
3. A Director or Officer who seeks indemnification under this
section shall make a written request to the Corporation.
4. a. Indemnification under this Article X is not required to the
extent limited by the articles of incorporation under
Section 180.048, Wis. Stats.
b. Indemnification under this Article X is not required if the
Director or Officer has previously received indemnification
or allowance of expenses from any person, including the
Corporation, in connection with the same proceeding.
Section 3 - Determination of Right to Indemnification - Unless
otherwise provided by the articles of incorporation or bylaws or by
written agreement between the Director or Officer and the Corporation, the
Director or Officer seeks indemnification under Section 2, 2. shall select
one of the following means for determining his or her right to
indemnification:
1. By a majority vote of a quorum of the Board of Directors
consisting of Directors not at the time parties to the same or
related proceedings. If a quorum of disinterested Directors
cannot be obtained, by majority vote of a committee duly
appointed by the Board of Directors and consisting solely of 2 or
more Directors not at the time parties to the same or related
proceedings. Directors who are parties to the same or related
proceedings may participate in the designation of members of the
committee.
2. By independent legal counsel selected by a quorum of the Board of
Directors or its committee in the manner prescribed in 1., above,
if unable to obtain such a quorum or committee, by a majority
vote of the full Board of Directors, including Directors who are
parties to the same or related proceedings.
3. By a panel of three arbitrators consisting of one arbitrator
selected by those Directors entitled under 2., above, to select
independent legal counsel, one arbitrator selected by the
Director or Officer seeking indemnification and one arbitrator
selected by the two arbitrators previously selected.
4. By an affirmative vote of shares as provided in Section 180.28,
Wis. Stats., shares owned by, or voted under the control of,
persons who are at the time parties to the same or related
proceedings, whether as plaintiffs or defendants or in any other
capacity, may not be voted in making the determination.
5. By a court under Section 180.051, Wis. Stats., as created by 1987
Wisconsin Act 13.
6. By any other method provided for in any additional right to
indemnification permitted under Section 5, below.
Section 4 - Allowance of Expenses as Incurred - Upon written request
by a Director or Officer who is a party to a proceeding, the Corporation
may pay or reimburse his or her reasonable expenses as incurred if the
Director or Officer provides the Corporation with all of the following:
1. A written affirmation of his or her good faith belief that he or
she has not breached or failed to perform his or her duties to
the Corporation.
2. A written undertaking, executed personally or on his or her
behalf, to repay the allowance and/if required by the
Corporation, to pay reasonable interest on the allowance to the
extent that it is ultimately determined under Section 3, above,
that indemnification under Section 2, above, is not required and
that indemnification is not ordered by a court. The undertaking
under this subsection shall be an unlimited general obligation of
the Director or Officer and may be accepted without reference to
his or her ability to repay the allowance. The undertaking may
be secured or unsecured.
Section 5 - Additional Rights to Indemnification and Allowance of
Expenses
1. Except as provided in 2. below, Sections 2 and 4 above, do not
preclude any additional right to indemnification or allowance of
expenses that a Director or Officer may have under any of the
following:
a. The articles of incorporation or bylaws.
b. A written agreement between the Director or Officer and the
Corporation.
c. A resolution of the Board of Directors.
d. A resolution, after notice, adopted by a majority vote of all
the Corporation's voting shares then issued and outstanding.
2. Regardless of the existence of an additional right under
subsection 1., above, the Corporation may not indemnify a
Director or Officer, or permit a Director or Officer to retain
any allowance of expenses unless it is determined by or on behalf
of the Corporation that the Director or Officer did not breach or
fail to perform a duty he or she owes to the Corporation which
constitutes conduct under Section 2, 2. a. 1), 2), 3) or 4). A
Director or Officer who is a party to the same or related
proceeding for which indemnification or an allowance of expenses
is sought may not participate in a determination under this
subsection.
3. No provision of this Article X shall affect the Corporation's
power to pay or reimburse expenses incurred by a Director or
Officer in any of the following circumstances:
a. As a witness in a proceeding to which he or she is not a
party.
b. As a plaintiff or petitioner in a proceeding because he or
she is or was an employee, agent, Director or Officer of the
Corporation.
Section 6 - Insurance - The Corporation may purchase and maintain
insurance on behalf of an individual who is an employee, agent, Director
or Officer of the Corporation against liability asserted against or
incurred by the individual in his or her capacity as an employee, agent,
Director or Officer or arising from his or her status as an employee,
agent, Director or Officer, regardless of whether the Corporation is
required or authorized to indemnify or allow expenses to the individual
against the same liability under Sections 2, 3, 4 or 5 of this Article X.
Section 7 - Indemnification and Insurance Against Securities
Law Claims - Sections 1 through 6, inclusive, apply to the extent
applicable to any other proceeding, to any proceeding involving a federal
or state statute, rule or regulation regulating the offer, sale or
purchase of securities, securities brokers or dealers, or investment
companies or investment advisers.
Section 8 - Reliance by Directors or Officers -
1. Unless the Director or Officer has knowledge that makes reliance
unwarranted, a Director or Officer, in discharging his or her
duties to the Corporation, may rely on information, opinions,
reports or statements, any of which may be written or oral,
formal or informal, including financial statements and other
financial data, if prepared or presented by any of the following:
a. An Officer or employee of the Corporation whom the Director
or Officer believes in good faith to be reliable and
competent in the matters presented.
b. Legal counsel, public accountants or other persons as to
matters the Director or Officer believes in good faith are
within the person's professional or expert competence.
c. In the case of reliance by a Director, a committee of the
Board of Directors of which the Director is not a member if
the Director believes in good faith that the committee merits
confidence.
2. This section does not apply to a Director's reliance under
Section 180.40(3), Wis. Stats., as in effect on the date of
adoption hereof.
Section 9 - Consideration of Interests in Addition to Shareholders'
Interests - In discharging his or her duties to the Corporation and in
determining what he or she believes to be in the best interests of the
Corporation, a Director or Officer may, in addition to considering the
effects of any action on shareholders, consider the following:
1. The effects of the action on employees, suppliers and customers
of the Corporation.
2. The effects of the action on communities in which the Corporation
operates.
3. Any other factors the Director or Officer considers pertinent.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF WISCONSIN POWER AND LIGHT COMPANY AS OF
AND FOR THE TWELVE MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1214393
<OTHER-PROPERTY-AND-INVEST> 98575
<TOTAL-CURRENT-ASSETS> 90236
<TOTAL-DEFERRED-CHARGES> 215456
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1618660
<COMMON> 66183
<CAPITAL-SURPLUS-PAID-IN> 199169
<RETAINED-EARNINGS> 320224
<TOTAL-COMMON-STOCKHOLDERS-EQ> 585576
0
59963
<LONG-TERM-DEBT-NET> 313630
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 56975
<COMMERCIAL-PAPER-OBLIGATIONS> 23000
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 579516
<TOT-CAPITALIZATION-AND-LIAB> 1618660
<GROSS-OPERATING-REVENUE> 740124
<INCOME-TAX-EXPENSE> 58340
<OTHER-OPERATING-EXPENSES> 131581
<TOTAL-OPERATING-EXPENSES> 613547
<OPERATING-INCOME-LOSS> 126577
<OTHER-INCOME-NET> 8125
<INCOME-BEFORE-INTEREST-EXPEN> 132302
<TOTAL-INTEREST-EXPENSE> 31907
<NET-INCOME> 100395
3310
<EARNINGS-AVAILABLE-FOR-COMM> 97085
<COMMON-STOCK-DIVIDENDS> 57278
<TOTAL-INTEREST-ON-BONDS> 30651
<CASH-FLOW-OPERATIONS> 202176
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>Earnings per share of common stock is not reflected because all of such shares
are held by WPL Holdings, Inc.
</FN>
</TABLE>
