INTERSTATE POWER CO
10-Q, 1994-11-14
ELECTRIC & OTHER SERVICES COMBINED
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q


(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended  September 30, 1994

                                     OR

( )  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    1-3632   



                          INTERSTATE POWER COMPANY               
           (Exact name of registrant as specified in its charter)


            DELAWARE                                        42-0329500     
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

1000 Main Street, P.O. Box 769, Dubuque, Iowa               52004-0769     
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code         319-582-5421    


     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.

                                                         Shares Outstanding
                                                          November 1, 1994 

Common Stock Par Value $3.50 Per Share                    9,558,219 Shares


                          INTERSTATE POWER COMPANY
                                  Form 10-Q
                              Table of Contents




Part I - Financial Information

Item 1.  Statements of Income - Three Months Ended                        1
         Statements of Income - Nine Months Ended                         2
         Balance Sheets - Assets                                          3
         Balance Sheets - Capitalization and Liabilities                  4
         Statements of Cash Flows                                         5
         Summarized Financial Information                                 6
         Notes to Financial Statements                                    6
Item 2.  Management's Discussion and Analysis                             7


Part II - Other Information

Item 1.  Legal Proceedings                                               13
Item 2.  Changes in Securities                                           13
Item 3.  Defaults Upon Senior Securities                                 13
Item 4.  Submission of Matters to a Vote of Security Holders             13
Item 5.  Other Information                                               13
Item 6.  Exhibits and Reports on Form 8-K                                14



























                          INTERSTATE POWER COMPANY
                            STATEMENTS OF INCOME

                                                            Three Months
                                                         Ended September 30
                                                           1994       1993
                                                           (In Thousands)
OPERATING REVENUES:
  Electric                                              $ 75,502    $ 70,400
  Gas                                                      4,306       6,848
                                                          79,808      77,248
OPERATING EXPENSES:
  Operation:
     Fuel for electric generation                         16,575      16,240
     Power purchased                                      16,884      15,514
     Cost of gas sold                                      4,597       7,910
     Other operating expenses                             12,839      13,814
  Maintenance                                              4,264       3,825
  Depreciation                                             6,858       6,679
  Income taxes:
     Federal currently payable                               911       1,505
     State currently payable                                 278         423
     Deferred taxes-net                                    2,518         354
     Investment tax credit amortization                     (257)       (257)
  Property and other taxes                                 3,734       4,152
          Total operating expenses                        69,201      70,159

OPERATING INCOME                                          10,607       7,089

OTHER INCOME AND DEDUCTIONS:
  Allowance for equity funds used during construction         57          20
  Interest income                                            310          62
  Miscellaneous                                              903         507
  Income taxes                                              (499)       (237)
          Total other income and deductions                  771         352

INCOME BEFORE INTEREST CHARGES                            11,378       7,441

INTEREST CHARGES:
  Long-term debt                                           3,906       3,845
  Other interest charges                                     699         114
  Allowance for borrowed funds used during construction      (94)        (37)
          Total interest charges                           4,511       3,922

NET INCOME                                                 6,867       3,519

PREFERRED AND PREFERENCE STOCK DIVIDENDS                     614         612
NET INCOME AVAILABLE FOR COMMON STOCK                   $  6,253    $  2,907

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                9,505       9,311

EARNINGS PER COMMON SHARE OUTSTANDING                   $    .65    $    .31
DIVIDENDS PAID PER COMMON SHARE                         $    .52    $    .52

The accompanying Notes to Financial Statements are an integral part of these 
statements.
                          INTERSTATE POWER COMPANY
                            STATEMENTS OF INCOME

                                                            Nine Months
                                                         Ended September 30 
                                                          1994        1993
                                                           (In Thousands)
OPERATING REVENUES:
  Electric                                              $201,788    $192,931
  Gas                                                     35,458      39,413
                                                         237,246     232,344
OPERATING EXPENSES:
  Operation:
     Fuel for electric generation                         48,388      46,400
     Power purchased                                      44,628      41,520
     Cost of gas sold                                     23,226      27,560
     Other operating expenses                             37,636      37,948
  Maintenance                                             12,874      12,439
  Depreciation                                            20,522      19,990
  Income taxes:
     Federal currently payable                             3,145       4,207
     State currently payable                                 950       1,265
     Deferred taxes-net                                    5,291       2,757
     Investment tax credit amortization                     (771)       (771)
  Property and other taxes                                12,239      13,192
          Total operating expenses                       208,128     206,507

OPERATING INCOME                                          29,118      25,837

OTHER INCOME AND DEDUCTIONS:
  Allowance for equity funds used during construction        144          43
  Interest income                                            412         514
  Miscellaneous                                            1,192         503
  Income taxes                                              (659)       (418)
          Total other income and deductions                1,089         642

INCOME BEFORE INTEREST CHARGES                            30,207      26,479 

INTEREST CHARGES:
  Long-term debt                                          11,592      12,321
  Other interest charges                                   1,329         355
  Allowance for borrowed funds used during construction     (187)        (85)
          Total interest charges                          12,734      12,591

NET INCOME                                                17,473      13,888

PREFERRED AND PREFERENCE STOCK DIVIDENDS                   1,840       2,248
NET INCOME AVAILABLE FOR COMMON STOCK                   $ 15,633    $ 11,640

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                9,452       9,302

EARNINGS PER COMMON SHARE OUTSTANDING                   $   1.65    $   1.25
DIVIDENDS PAID PER COMMON SHARE                         $   1.56    $   1.56

The accompanying Notes to Financial Statements are an integral part of these 
statements.
                          INTERSTATE POWER COMPANY
                               BALANCE SHEETS


                                   ASSETS


                                                        Sept. 30   Dec. 31
                                                          1994       1993  
                                                          (In Thousands)


UTILITY PLANT (at original cost)                        $872,073   $846,294
  Less accumulated provision for depreciation            374,934    358,330
     Utility plant - net                                 497,139    487,964


OTHER PROPERTY AND INVESTMENTS                               528        825


CURRENT ASSETS:
  Cash and cash equivalents                                1,935      3,083
  Accounts receivable less reserve                        24,682     26,060
  Inventories - at average cost:
     Fuel                                                 22,677     22,985
     Materials and supplies                                5,963      4,720
  Prepaid income tax                                       7,085      7,994
  Other prepayments and current assets                     7,420      5,298
     Total current assets                                 69,762     70,140


DEFERRED DEBITS:
  Regulatory assets for deferred income taxes             27,676     27,026
  Deferred energy efficiency costs                        15,323      9,666
  Other                                                    8,579      8,740
     Total deferred debits                                51,578     45,432


           TOTAL                                        $619,007   $604,361















The accompanying Notes to Financial Statements are an integral part of these
statements.
                          INTERSTATE POWER COMPANY
                               BALANCE SHEETS


                       CAPITALIZATION AND LIABILITIES


                                                        Sept. 30   Dec. 31   
                                                          1994       1993  
                                                          (In Thousands)

CAPITALIZATION:
  Common stock, par value $3.50 per share;
     Authorized - 30,000,000 shares; issued 
     and outstanding - 9,550,165 in 1994 
     and 9,389,841 in 1993                              $ 33,425   $ 32,865
  Additional paid-in capital                             102,892     99,547
  Retained earnings                                       58,287     57,397
     Total common equity                                 194,604    189,809
  Preferred stock, par value $50 per share                34,727     34,656
     Total stockholders' equity                          229,331    224,465
  Long-term debt                                         189,240    203,170
     Total capitalization                                418,571    427,635


CURRENT LIABILITIES:
  Commercial paper payable                                21,000     20,100
  Long-term debt maturing within one year                 14,000          0
  Accounts payable                                        16,867     11,733
  Rate refund payable                                      3,329          0
  Payroll, interest and taxes accrued                     17,994     21,857
  Other                                                    9,757     10,933
     Total current liabilities                            82,947     64,623


DEFERRED CREDITS AND OTHER NON-CURRENT LIABILITIES:
  Accumulated deferred income taxes                       87,470     82,438
  Accumulated deferred investment tax credits             19,326     20,097
  Other                                                   10,693      9,568
     Total deferred credits and other non-current
        liabilities                                      117,489    112,103


           TOTAL                                        $619,007   $604,361










The accompanying Notes to Financial Statements are an integral part of these
statements.
                          INTERSTATE POWER COMPANY
                          STATEMENTS OF CASH FLOWS


                                                            Nine Months
                                                           Ended Sept. 30    
                                                           1994      1993
                                                           (In Thousands)
RECONCILIATION OF NET INCOME TO CASH FLOWS
FROM OPERATING ACTIVITIES:
  Net income                                             $17,473   $13,888
  Adjustment for non-cash items:
     Depreciation                                         20,522    19,990
     Deferred income taxes                                 4,382     3,999
     Investment tax credit amortization                     (771)     (771)
     Allowance for equity funds used during construction    (144)      (43)
     Deferred pension cost                                    23         0
  Changes in assets and liabilities:
     Accounts receivable - net                             1,378       539
     Fuel                                                    553     2,109 
     Materials and supplies                               (1,243)     (416)
     Accounts payable and other current liabilities        4,288     6,802
     Accrued and prepaid taxes                            (4,810)   (4,627)
     Interest accrued                                      1,401       631 
     Other prepayments and current assets                 (2,123)     (161)
     Rate refund payable                                   3,329    (4,064)
     Deferred energy conservation costs                   (5,657)   (3,804)
  Other operating activities                               2,529     1,735
  Cash flows from operating activities                    41,130    35,807

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to utility plant                             (29,104)  (22,947)
  Allowance for borrowed funds used during construction     (187)      (85)
  Other                                                     (918)      (95)
  Cash flows from investing activities                   (30,209)  (23,127)

CASH FLOWS FROM FINANCING ACTIVITIES:                    
  Issuance of common stock                                 3,934     1,471
  Issuance of long-term debt                              13,250    94,000
  Retirement of long-term debt                           (13,259)  (88,556)
  Issuance of preferred stock                                  0    27,250
  Redemption of preferred and preference stock                 0   (25,474)
  Debt and stock discount and financing expenses            (355)   (8,716)
  Dividends on common, preferred and preference stock    (16,539)  (16,868)
  Sale of commercial paper - net                             900     3,950
  Other                                                        0       (15)
  Cash flows from financing activities                   (12,069)  (12,958)

NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS:     $(1,148)  $  (278)
CASH AND CASH EQUIVALENTS:
  Beginning of period                                    $ 3,083   $ 2,306
  End of period                                          $ 1,935   $ 2,028

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
     Interest (net of amount capitalized)                $10,885   $11,922
     Income taxes                                        $ 7,578   $ 6,783


The accompanying Notes to Financial Statements are an integral part of these
statements.
                          INTERSTATE POWER COMPANY





                      Summarized Financial Information

The September 30, 1994 financial statements included herein have been
prepared by the company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  The accounting policies followed
by the company are set forth in Note 1 to the company's financial statements
in the 1993 Form 10-K.  It is suggested that these condensed financial
statements be read in conjunction with the financial statements and the notes
thereto included in the company's Form 10-K for the year ended December 31,
1993.

In the opinion of the company, the financial statements reflect all
adjustments, consisting only of normal recurring accruals, necessary to
fairly state the results of operations.



                        Notes to Financial Statements

In August 1993 the company filed an application with the Iowa Utilities Board
for an increase in electric rates in an annual amount of $11.5 million. 
Increased interim rates in an annual amount of $11.0 million were placed in
effect in November 1993, subject to refund.  A Board order issued June 3,
1994 allowed an annual increase of $7.4 million.  Revenues collected in
excess of the Board's ordered level and interest in the amount of $3.1
million plus interest of $0.2 million have been reserved and were refunded in
October 1994.

In July 1994 the company filed an application with the Federal Energy
Regulatory Commission (FERC) for an increase in firm electric wholesale rates
in an annual amount of $1.4 million.  On August 3, 1994, in accord with a
tentative settlement of a wholesale customer complaint, the company withdrew
the rate request.  The proposed settlement also provides for the company to
pay the wholesale customers a cash settlement of $0.3 million, and that the
company will not file another firm wholesale rate case with an effective date
prior to February 28, 1996.  The wholesale customer complaint, which was
initially filed in November 1992, alleged that the company had been imprudent
by entering into certain long-term coal contracts, a transloading agreement,
and a rail transportation agreement and sought recovery of approximately $4
million.  The FERC is expected to rule on the proposed settlement in the
fourth quarter of 1994.  If the FERC approves the tentative settlement, the
proposed $0.3 million cash payment will be recorded as an expense.








                          INTERSTATE POWER COMPANY
                       PART I - FINANCIAL INFORMATION


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

The company's results of operations and financial condition are affected by
numerous factors, including weather, sales, and the amount of changes in
customer rates.  The dividend of $2.08 per share annually and $0.52 per
quarter has been maintained, however, the Board of Directors will be
monitoring future dividends and the current level cannot be assured.


COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 1994 AND 1993

EARNINGS PER SHARE for the third quarter of 1994 were $0.65 compared to $0.31
for the corresponding period in 1993.  The improved third quarter 1994
earnings reflect the Iowa electric rate increase implemented in November 1993
and the full impact of seasonal rates implemented in mid-July 1993.  These
factors were offset by reduced air conditioning load due to milder
temperatures in July and August of 1994.  In addition, third quarter 1993
earnings were depressed by a $2.4 million accrual for clean-up expense at the
former manufactured gas plant site in Rochester, Minnesota.

The ELECTRIC MARGIN (revenue less cost of fuel and purchased power) for the
third quarter of 1994 was $42.0 million compared to $38.6 million for the
third quarter of 1993.  A $7.4 million Iowa electric rate increase effective
in November 1993 and the full impact of seasonal rates contributed to the
improved margin.  Purchase power expense in 1994 included charges applicable
to an additional 10 MW of capacity purchased for the period May through
October 1994.  Total capacity charges included in purchased power expense for
the third quarter of 1994 were $7.6 million compared to $7.3 million in 1993. 


                                    Three Months Ended September 30  
ELECTRIC SALES (Mwh)                  1994         1993      % Change
Residential                          269,080      275,095      (2.2)
Commercial                           187,554      201,958      (7.1)
Large Power & Light                  810,558      772,975       4.9
Interchange                          166,241       36,274     358.3
Sales for Resale                      65,962       62,814       5.0
Other                                 14,291       15,053      (5.1)
  Total Electric Sales             1,513,686    1,364,169      11.0

The decline in residential electric sales was primarily due to mild weather
during the air conditioning season.  The reduction in commercial sales was
mainly due to mild temperatures, demand side management/conservation efforts,
and the switch from a commercial tariff to a large power & light tariff by
approximately 200 customers.  Aggregate commercial and large power & light
sales increased 2.4%.  The increased interchange sales resulted from economy
sales to other utilities.





                                    Three Months Ended September 30  
ELECTRIC REVENUES (000's)             1994         1993      % Change
Residential                           21,203       20,243       4.7 
Commercial                            13,709       13,656       0.4 
Large Power & Light                   33,995       30,513      11.4
Interchange                            2,033          898     126.4
Sales for Resale                       2,880        2,597      10.9
Other                                  1,682        2,492     (32.5)
  Total Electric Sales                75,502       70,399       7.2

The increased electric revenues are primarily attributable to the Iowa
electric rate increase, seasonal rates being in effect for the entire
quarter, and to increased interchange and large power & light sales.  Margins
on interchange sales allocable to the Iowa jurisdiction are flowed through
the fuel clause adjustment and therefore net income is not affected.

The GAS MARGIN (revenue less purchased gas) for the third quarter of 1994 was
$(0.3) million compared to $(1.1) million for the third quarter of 1993.  The
change was primarily attributable to lower purchased gas adjustment
overcollection expense.  The COST OF GAS SOLD decreased $3.3 million, or
41.9%, during the third quarter of 1994 compared to the same period in 1993
primarily due to a 46.4% decrease in volumes sold.

                                     Three Months Ended September 30  
GAS DELIVERIES (MMcf)               1994          1993        % Change
Residential                           285           310         (8.1)
Commercial                            182           192         (5.2)
Industrial                            258           301        (14.3)
Other                                   6           560      
  Total Gas Sales                     731         1,363        (46.4)
Gas Transportation                  5,987         5,872          2.0
  Total Gas Deliveries              6,718         7,235         (7.1)

Mild temperatures in September of this year resulted in reduced residential
and commercial heating sales.  However, the major portion of the decrease in
total gas deliveries can be attributed to natural gas burned at the company's
M. L. Kapp generating station in July and August of 1993 in an effort to
conserve coal during the 1993 Mississippi River flooding.

                                     Three Months Ended September 30  
GAS REVENUES $ (000's)              1994          1993        % Change
Residential                         2,057         2,477        (17.0)
Commercial                            821         1,044        (21.4)
Industrial                            821         1,103        (25.6)
Other                                  33         1,514      
  Total Gas Sales Revenues          3,732         6,138        (39.2)
Gas Transportation                    574           711        (19.3)
  Total Gas Revenues                4,306         6,849        (37.1)

The decrease in residential and commercial revenues is primarily a result of
decreased sales volumes and a lower purchased gas adjustment clause which
reflects a decline in the cost of natural gas purchased by the company. 
Although industrial retail and transportation deliveries increased slightly,
revenues decreased due to a lower purchased gas adjustment clause.  "Other"
gas revenues for the third quarter of 1993 included approximately $1.4
million of gas used at the company's M. L. Kapp generating station as
discussed above. 


COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993

EARNINGS PER SHARE for the nine months ended September 30, 1994 were $1.65
compared to $1.25 for the corresponding period in 1993.  The increase in 
earnings was mainly due to the Iowa electric rate increase and the accrual of
$3.5 million of environmental clean-up costs in the first and third quarters
of 1993.

The year-to-date ELECTRIC MARGIN has increased to $108.8 million in 1994 from
$105.0 million in 1993 primarily due to the Iowa electric rate increase and
increased large power & light sales.

ELECTRIC SALES during the nine months ended September 30, 1994 were 7.1%
higher than the same period a year ago.  The increase was primarily
attributable to interchange sales which increased 247.0% due to economy sales
to other utilities.  Residential sales increased 1.2%, primarily due to
cooler winter season weather.  The 7.0% reduction in commercial sales was
mainly due to the switch by commercial customers to a large power & light
tariff as discussed above.  Aggregate commercial and large power & light
sales increased 3.6%.  
 
ELECTRIC REVENUES increased 4.6% during the nine months ended September 30,
1994 compared to the same period of 1993.  The increased revenues are a
result of the increased sales and the Iowa electric rate increase which was
implemented in November 1993.

The year-to-date GAS MARGIN has increased to $12.2 million in 1994 from $11.9
million in 1993 mainly as a result of the Iowa gas rate increase implemented
in early 1993 and a lower purchased gas adjustment overcollection expense.

GAS DELIVERIES decreased 2.0% during the nine months ended September 30, 1994
compared to the same period in 1993.  The major portion of the decrease in
total gas deliveries is attributable to natural gas burned at the company's
M. L. Kapp generating station during the third quarter of 1993.  The 1.3%
decrease in residential and commercial sales is primarily due to milder
temperatures during the second and third quarters of this year.  

GAS REVENUES decreased $4.0 million, or 10.0%, during the first nine months
of 1994 compared to 1993.  The decreased revenues relate to the decreased
sales discussed above and a lower purchased gas adjustment clause.  Also
contributing to the decrease in revenues this year were the higher revenues
last year resulting from natural gas burned at the company's M. L. Kapp
generating station as discussed above.




MAINTENANCE EXPENSE increased 11.5%, or $0.4 million during the third quarter
of 1994 compared to the same period in 1993.  The third quarter 1994 expense
included approximately $0.3 million for furnace and boiler maintenance at
three of the company's steam generating stations.  Maintenance expense for
the first nine months of 1994 was $12.9 million compared to $12.4 for the
first nine months of 1993.  The company anticipates maintenance expense in
the fourth quarter of 1994 to exceed fourth quarter 1993 expense.

DEPRECIATION EXPENSE - The company is required by the Minnesota Public
Utilities Commission to perform a comprehensive depreciation study every five
years.  Such a study was approved by the Minnesota Commission in October
1994.  The revised depreciation rates were ordered to become effective
January 1, 1994 and an additional $0.6 million will be recorded in the fourth
quarter of 1994 to reflect the new rates for the first nine months of 1994. 
The additional book depreciation expense will not affect taxable income.

Total INCOME TAX EXPENSE for the three months ending September 30, 1994 was
$3.9 million, compared to $2.3 million for the same period in 1993.  The
higher income tax expense was primarily due to higher taxable income.  The
effective tax rate for the third quarter of 1993 was unusually high due to a
Federal income tax rate change from 34% to 35%, retroactive to January 1,
1993.

PROPERTY AND OTHER TAXES decreased approximately $0.4 million during the
third quarter of 1994 compared to the same period in 1993.  The decrease is
primarily attributable to lower assessed valuations in the State of Iowa.

OTHER INCOME for the third quarter of 1994 included $1,006,000 of energy
efficiency carrying costs and curtailment credits compared to $547,000 for
the same period in 1993.  The increase was primarily due to increased
participation by residential customers in an interruptible air-conditioning
plan, and an increase in the total amount of deferred energy efficiency costs
($15.3 million at September 30, 1994 compared to $8.5 million at September
30, 1993).

INTEREST INCOME for the third quarter of 1994 was $310,000 compared to
$62,000 for the same period of 1993.  Interest income for the third quarter
of 1994 included approximately $220,000 of interest income applicable to an
Iowa income tax refund for the period from 1988 through 1991.  Approximately
$1.3 million of interest income applicable to the Federal income tax refund
will be recorded in the fourth quarter of 1994.

OTHER INTEREST EXPENSE was $0.7 million for the third quarter of 1994
compared to $0.1 million for the third quarter of 1993.  The increase was
primarily due to interest on IRS audit settlements and to interest on the
Iowa electric rate refund.  

AVERAGE TEMPORARY INVESTMENTS during the third quarter of 1994 were $2.2
million compared to $3.8 million in 1993.  The average interest rate was
4.26% in the third quarter of 1994 compared to 2.98% in 1993.

FUEL INVENTORIES were $22.7 million at September 30, 1994 compared to $15.4
million at June 30, 1994, and $18.8 million at September 30, 1993.  The
increase from the last quarter was primarily attributable to normal seasonal
build-up of coal inventory during the summer shipping season.  Fuel
inventories at September 30, 1993 were unusually low due to the curtailment
of deliveries during the 1993 Mississippi River flooding.

CONSTRUCTION EXPENDITURES during the third quarter of 1994 totaled $11.3
million compared to $10.1 million in 1993.  Major 1994 construction projects
include the installation of low nitrogen oxide burners at the company's M. L.
Kapp generating station, reconstruction of a transmission line, and a
supervisory control and data acquisition system.  Construction work in
progress as of September 30, 1994 totaled $12.2 million compared to $5.5
million at September 30, 1993.  The 1994 construction program is estimated to
be $46 million.

FIRST MORTGAGE BONDS in the amount of $14.0 million issued in 1965 at a 
4 5/8% interest rate will mature on May 1, 1995.  This amount is now
classified as a current liability.

In the first quarter of 1993 the company adopted Statement of Financial
Accounting Standards (SFAS) 106, "EMPLOYER'S ACCOUNTING FOR POSTRETIREMENT
BENEFITS OTHER THAN PENSIONS".  Under the provisions of SFAS 106, the
estimated future cost of providing postretirement benefits will be accrued
during the employees' service periods.  The Iowa Utilities Board has allowed
the company to recover SFAS 106 costs in its Iowa gas rates effective May
1993 and Iowa electric rates effective October 1993.  The company is
deferring the SFAS 106 costs in other jurisdictions until rate cases are
filed to recover the costs.

In July 1994 the company filed an application with the Federal Energy
Regulatory Commission (FERC) for an increase in firm electric wholesale rates
in an annual amount of $1.4 million.  On August 3, 1994, in accord with a
tentative settlement of a wholesale customer complaint, the company withdrew
the rate request.  The proposed settlement also provides for the company to
pay the wholesale customers a cash settlement of $0.3 million, and that the
company will not file another wholesale rate case with an effective date
prior to February 28, 1996.  The wholesale customer complaint, which was
initially filed in November 1992, alleged that the company had been imprudent
by entering into certain long-term coal contracts, a transloading agreement,
and a rail transportation agreement and sought recovery of approximately $4
million.  The FERC is expected to rule on the proposed settlement in the
fourth quarter of 1994.  If the FERC approves the tentative settlement, the
proposed $0.3 million cash payment will be recorded as an expense.

The Iowa Utilities Board (IUB) on May 2, 1994 issued its final order on the
company's request to recover deferred energy efficiency costs.  The company's
cost recovery rates have been approved by the IUB and the rates were placed
in effect in October 1994.  A total of $6.5 million, covering energy
efficiency costs from July 1990 to the end of 1992 and related carrying
costs, will be recovered over a four year period.  Filings will be made in
July 1995 to recover expenses subsequent to 1992.  

In the first quarter of 1994 the Minnesota Environmental Protection Agency
designated the company as a Potentially Responsible Party for former
manufactured gas plant sites in New Ulm, Owatonna, and Austin, Minnesota. 
To-date, no investigative procedures have been undertaken.  Investigative
procedures are currently underway at sites in Savanna, Illinois and Clinton,
Iowa.  The results from the tests will not be available to the company until
the fourth quarter of 1994.  There has been no change during 1994 in the
status of the former manufactured gas plant sites in:  Mason City, Iowa;
Galena, Illinois; and Albert Lea, Minnesota.  Remediation is in progress at
the Rochester, Minnesota site.  In 1993, the company accrued $1.1 million in
the first quarter and $2.4 million in the third quarter for additional
remediation costs at the Rochester site.  During the second quarter of 1994,
the company received permission from the Illinois Commerce Commission to
recover environmental clean-up expenditures in Illinois from electric and gas
customers through a special tariff recovery mechanism.  The company did not 
accrue any additional liability for environmental costs in 1994, as it
believes that the aggregate provision of $3.6 million at September 30, 1994
is adequate to cover the remaining investigative costs for sites that have
been identified and the estimated remediation costs for those sites at which
an investigative study has been completed. 

Recent legislation requires that the company pay air toxics fees to the State
of Iowa.  The fee is based on the amount of fuel burned at company-owned
power plants.  The 1994 payment of $0.4 million will be recorded as an
expense in the fourth quarter of 1994.

The company established a record peak demand for electricity on June 17, 1994
at 932,081 kilowatts.  This surpassed the previous record of 927,366
kilowatts established in August 1993.


























                          INTERSTATE POWER COMPANY
                         PART II - OTHER INFORMATION
                                      
ITEM 1.   LEGAL PROCEEDINGS

          Reference is made to the 1993 Form 10-K Item 3 for certain pending
          legal proceedings and proceedings known to be contemplated by
          governmental authorities.  Reference is also made to the Management
          Discussion and Analysis included herein.  Other than these items,
          there are no material pending legal proceedings, or proceedings
          known to be contemplated by governmental authorities, other than
          ordinary routine litigation incidental to the business, to which
          the company is a party or of which any of the company's property is
          the subject.

ITEM 2.   CHANGES IN SECURITIES

          The rights of holders of registered securities have not been
          materially modified, limited or qualified.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          No defaults upon senior securities.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)       THE DATE OF THE MEETING AND WHETHER IT WAS AN ANNUAL OR SPECIAL
          MEETING.                              

(b)       IF THE MEETING INVOLVED THE ELECTION OF DIRECTORS, THE NAME OF EACH
          DIRECTOR ELECTED AT THE MEETING AND THE NAME OF EACH OTHER DIRECTOR
          WHOSE TERM OF OFFICE AS A DIRECTOR CONTINUED AFTER THE MEETING.
          
(c)       A BRIEF DESCRIPTION OF EACH OTHER MATTER VOTED UPON AT THE MEETING
          AND STATE THE NUMBER OF VOTES CAST FOR, AGAINST OR WITHHELD, AS
          WELL AS THE NUMBER OF ABSTENTIONS AND BROKER NON-VOTES, AS TO EACH
          SUCH MATTER, INCLUDING A SEPARATE TABULATION WITH RESPECT TO EACH
          NOMINEE FOR OFFICE.

          No submission of matters to a vote of security holders.

ITEM 5.   OTHER INFORMATION

          On March 11, 1993, the company filed a shelf registration with the
          Securities and Exchange Commission for $125 million of First
          Mortgage Bonds and 745,000 shares of $50 par value Preferred Stock. 
          On May 26, 1993 the company issued $94 million of 7 5/8% Series
          First Mortgage Bonds due in 2023.  The proceeds from the sale of
          the bonds were used to retire higher cost series bonds due in 1999,
          2001, 2002 and 2008.  Also, on May 26, 1993 the company issued
          545,000 shares of 6.40% Preferred Stock.  The proceeds from the
          issuance of the stock were used to redeem higher cost series
          Preferred and Preference Stock.



                          INTERSTATE POWER COMPANY
                    PART II - OTHER INFORMATION (Cont'd)

          Below is set forth the ratio of earnings to fixed charges for each
          of the years in the period 1989 through 1993 and for the 12 months
          ended September 30, 1994:

               December 31, 1989                3.69
               December 31, 1990                3.84
               December 31, 1991                3.77
               December 31, 1992                2.69
               September 30, 1994               2.95

          Below is set forth the ratio of earnings to fixed charges and
          Preferred Stock dividends for each of the years in the period 1989
          through 1993 and for the 12 months ended September 30, 1994:

               December 31, 1989                3.03
               December 31, 1990                3.11
               December 31, 1991                3.13
               December 31, 1992                2.28
               September 30, 1994               2.43

          See Exhibit EX-12 for the computation of the above ratios.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits filed as a part of this report:

               EX-12   Computation of Ratio of Earnings to Fixed Charges
                       and Computation of Ratio of Earnings to Fixed Charges
                       and Preferred Dividends.

          (b)  No reports were filed on Form 8-K.
























                                 SIGNATURES




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.


                                                Interstate Power Company   
                                                     (Registrant)



Date   November 14, 1994                              W. C. Troy    /s/       
                                                   W. C. Troy, Controller
                                                (Duly Authorized Officer and
                                                Principal Accounting Officer)

                                                                         EX-12

                Computation of Ratio of Earnings to Fixed Charges
                                        
                                              Twelve Months Ended              
                                 Dec.31  Dec.31  Dec.31  Dec.31  Dec.31  Sep.30
                                  1989    1990    1991    1992    1993    1994 
                                             (Thousands of Dollars)
Fixed Charges:
Interest on long-term debt     $ 15,051  14,913  15,120  16,292  16,166  15,437
Other interest                    2,301     860   1,605     586     596   1,570
Interest component of rents     
 charged to operating expenses      274     262     232     214     183     173

Total Fixed Charges            $ 17,626  16,035  16,957  17,092  16,945  17,180

Earnings:
Net income                     $ 28,627  27,026  29,510  19,217  18,987  22,572
Income taxes                     18,726  18,527  17,382   9,698   9,464  10,861
Fixed charges                    17,626  16,035  16,957  17,092  16,945  17,180

Total Earnings                 $ 64,979  61,588  63,849  46,007  45,396  50,613

Earnings/Fixed Charges            3.69x   3.84x   3.77x   2.69x   2.68x   2.95x

 
     Computation of Ratio of Earnings to Fixed Charges & Preferred Dividends

                                             Twelve Months Ended               
                                 Dec.31  Dec.31  Dec.31  Dec.31  Dec.31  Sep.30
                                  1989    1990    1991    1992    1993    1994 
Fixed Charges &                              (Thousands of Dollars)          
Preferred Dividends:
Interest on long-term debt     $ 15,051  14,913  15,120  16,292  16,166  15,437
Other interest                    2,301     860   1,605     586     596   1,570
Interest component of rents    
 charged to operating expenses      274     262     232     214     183     173
 
Total Fixed Charges            $ 17,626  16,035  16,957  17,092  16,945  17,180

Preferred Dividends     (a)       3,851   3,785   3,438   3,104   3,604   3,633

Total Fixed Charges &
 Preferred Dividends           $ 21,477  19,820  20,395  20,196  20,549  20,813

Earnings:
Net income                     $ 28,627  27,026  29,510  19,217  18,987  22,572
Income taxes                     18,726  18,527  17,382   9,698   9,464  10,861
Fixed charges                    17,626  16,035  16,957  17,092  16,945  17,180

Total Earnings                 $ 64,979  61,588  63,849  46,007  45,396  50,613

Earnings/Fixed Charges         
 & Preferred Dividends            3.03x   3.11x   3.13x   2.28x   2.21x   2.43x


(a)   Preferred dividends, as defined (not including preference dividends), 
      have been adjusted by multiplying the requirement by the ratio that 
      income before income taxes bears to net income.  Such ratios were
      as follows:  165% in 1989, 169% in 1990, 159% in 1991, 151% in 1992,
      150% in 1993 and 148% in 1994.







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<OTHER-PROPERTY-AND-INVEST>                        528
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<OTHER-OPERATING-EXPENSES>                     199,513
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<OTHER-INCOME-NET>                               1,089
<INCOME-BEFORE-INTEREST-EXPEN>                  30,207
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