UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Name of Registrant, State of
Incorporation, Address of
Commission Principal Executive IRS Employer
File Number Offices and Telephone Number Identification Number
- ----------- ---------------------------- ---------------------
1-9894 INTERSTATE ENERGY CORPORATION 39-1380265
(a Wisconsin corporation)
222 West Washington Avenue
Madison, Wisconsin 53703
Telephone (608)252-3311
0-4117-1 IES UTILITIES INC. 42-0331370
(an Iowa corporation)
Alliant Tower
Cedar Rapids, Iowa 52401
Telephone (319)398-4411
0-337 WISCONSIN POWER AND LIGHT COMPANY 39-0714890
(a Wisconsin corporation)
222 West Washington Avenue
Madison, Wisconsin 53703
Telephone (608)252-3311
Securities registered pursuant to Section 12 (b) of the Act:
<TABLE>
<CAPTION>
Name of Each
Title of Class Exchange on Which Registered
-------------- ----------------------------
<S> <C> <C>
Interstate Energy Corporation Common Stock, $.01 Par Value New York Stock Exchange
Interstate Energy Corporation Common Stock Purchase Rights New York Stock Exchange
IES Utilities Inc. 7-7/8% Quarterly Debt Capital Securities New York Stock Exchange
(Subordinated Deferrable Interest Debentures)
</TABLE>
Securities registered pursuant to Section 12 (g) of the Act:
Title of Class
--------------
IES Utilities Inc. 4.80% Cumulative Preferred Stock, Par Value
$50 per share
Wisconsin Power and Light Company Preferred Stock (Accumulation without Par
Value)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) have been subject to such
filing requirements for the past 90 days. Yes X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [ ]
<PAGE>
This combined Form 10-K is separately filed by Interstate Energy Corporation,
IES Utilities Inc. and Wisconsin Power and Light Company. Information contained
herein relating to any individual registrant is filed by such registrant on its
own behalf. Each registrant makes no representation as to information relating
to the other registrants.
The aggregate market value of the voting and non-voting common equity held by
nonaffiliates as of January 31, 1999:
Interstate Energy Corporation $2.24 billion
IES Utilities Inc. $0
Wisconsin Power and Light Company $0
Number of shares outstanding of each class of common stock as of January 31,
1999:
Interstate Energy Corporation Common Stock, $.01 par value, 77,667,444
shares outstanding
IES Utilities Inc. Common Stock, $2.50 par value, 13,370,788
shares outstanding (all of which are owned
beneficially and of record by Interstate
Energy Corporation)
Wisconsin Power and Light Company Common Stock,
$5 par value, 13,236,601 shares
outstanding (all of which are owned
beneficially and of record by
Interstate Energy Corporation)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statements relating to Interstate Energy Corporation's
1999 Annual Meeting of Shareowners and Wisconsin Power and Light Company's 1999
Annual Meeting of Shareowners are, or will upon filing with the Securities and
Exchange Commission, be incorporated by reference into Part III hereof.
2
<PAGE>
TABLE OF CONTENTS
Page
Part I Number
------
Item 1. Business 4
Item 2. Properties 22
Item 3. Legal Proceedings 25
Item 4. Submission of Matters to a Vote of Security Holders 25
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 26
Item 6. Selected Financial Data 27
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 29
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 60
Item 8. Financial Statements and Supplementary Data 60
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 122
Part III
Item 10. Directors and Executive Officers of the Registrants 122
Item 11. Executive Compensation 126
Item 12. Security Ownership of Certain Beneficial Owners
and Management 129
Item 13. Certain Relationships and Related Transactions 130
Part IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 131
Signatures 142
3
<PAGE>
FORWARD-LOOKING STATEMENTS
Refer to the "Forward-Looking Statements" section in Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations" (MD&A)
for information and disclaimers regarding forward-looking statements contained
in this Annual Report on Form 10-K.
PART I
This Annual Report on Form 10-K includes information relating to Interstate
Energy Corporation (IEC), IES Utilities Inc. (IESU) and Wisconsin Power and
Light Company (WP&L) (as well as Interstate Power Company (IPC), Alliant Energy
Resources, Inc. (Alliant Energy Resources) and Alliant Energy Corporate
Services, Inc. (Alliant Energy Corporate Services)). Where appropriate,
information relating to a specific entity has been segregated and labeled as
such.
ITEM 1. BUSINESS
A. MERGER
On April 21, 1998, IES Industries Inc. (IES), WPL Holdings, Inc. (WPLH) and IPC
completed a three-way merger (Merger) forming IEC. IEC is currently doing
business as Alliant Energy Corporation. As a result of the Merger, the first
tier subsidiaries of IEC include: IESU, WP&L, IPC, Alliant Energy Resources and
Alliant Energy Corporate Services.
As part of the approval process for the Merger, IEC agreed to various rate
freezes and rate caps implemented in certain jurisdictions for periods not to
exceed four years commencing on the effective date of the Merger (refer to Item
7. MD&A "Liquidity and Capital Resources - Rates and Regulatory Matters" for a
further discussion).
A brief description of the first-tier subsidiaries of IEC is as follows:
1) IESU - incorporated in Iowa in 1925 as Iowa Railway and Light Corporation.
IESU is primarily a public utility operating company engaged principally in the
generation, transmission, distribution and sale of electric energy; the
purchase, distribution, transportation and sale of natural gas; and the
provision of steam services in selective markets, in the State of Iowa. At
December 31, 1998, IESU supplied electric and gas service to approximately
341,000 and 179,000 customers, respectively. In 1998, 1997 and 1996, IESU had no
single customer for which electric and/or gas sales accounted for 10% or more of
IESU's consolidated revenues. IESU also owns varying interests in several other
subsidiaries and investments which are not material to IESU's operations.
2) WP&L - incorporated in Wisconsin in 1917 as the Eastern Wisconsin Electric
Company, is a public utility engaged principally in the generation,
transmission, distribution and sale of electric energy; the purchase,
distribution, transportation and sale of natural gas; and the provision of water
services in selective markets. Nearly all of WP&L's customers are located in
south and central Wisconsin. WP&L operates in municipalities pursuant to permits
of indefinite duration which are regulated by Wisconsin law. At December 31,
1998, WP&L supplied electric and gas service to approximately 401,000 and
159,000 customers, respectively. WP&L also has approximately 35,000 water
customers. In 1998, 1997 and 1996, WP&L had no single customer for which
electric and/or gas sales accounted for 10% or more of WP&L's consolidated
revenues.
WP&L owns all of the outstanding capital stock of South Beloit Water, Gas and
Electric Company (South Beloit), a public utility supplying electric, gas and
water service, principally in Winnebago County, Illinois, which was incorporated
in 1908. WP&L also owns varying interests in several other subsidiaries and
investments which are not material to WP&L's operations.
3) IPC - a public utility incorporated in 1925 under the laws of the State of
Delaware. IPC is engaged principally in the generation, transmission,
distribution and sale of electric energy and the purchase, distribution,
transportation
4
<PAGE>
and sale of natural gas in the States of Iowa, Minnesota and Illinois. At
December 31, 1998, IPC provided electric and gas service to approximately
166,000 and 50,000 customers, respectively. In 1998, 1997 and 1996, IPC had no
single customer for which electric and/or gas sales accounted for 10% or more of
IPC's consolidated revenues.
4) ALLIANT ENERGY RESOURCES - following the Merger, the holding companies for
the nonregulated businesses of the former WPLH and IES (Heartland Development
Corporation (HDC) and IES Diversified Inc., respectively) were merged. The
resulting company from this merger is Alliant Energy Resources. Alliant Energy
Resources was incorporated in 1988 in Wisconsin as Heartland Development
Corporation. The majority of IEC's nonregulated investments are organized under
Alliant Energy Resources.
Alliant Energy Resources' wholly-owned subsidiaries include Alliant Energy
Industrial Services, Inc. (ISCO), Alliant Energy International, Inc.
(International), Alliant Energy Investments, Inc. (Investments), Alliant Energy
Transportation, Inc. (Transportation), Heartland Properties, Inc. (HPI) and
Capital Square Financial Corporation (Capital Square).
5) ALLIANT ENERGY CORPORATE SERVICES - subsidiary formed to provide
administrative services to IEC and its subsidiaries as required under the Public
Utility Holding Company Act of 1935 (PUHCA).
Refer to Note 14 of the "Notes to Consolidated Financial Statements" for a
further discussion of IEC's business segments.
B. INFORMATION RELATING TO IEC ON A CONSOLIDATED BASIS
EMPLOYEES
As of December 31, 1998, IEC had the following employees (full-time and
part-time):
<TABLE>
<CAPTION>
Number of
Bargaining Number of
Number of Unit Bargaining
Employees Employees Agreements
------------- -------------- -------------
<S> <C> <C> <C>
IESU 1,834 1,117 6
WP&L 1,684 1,547 1
IPC 645 525 3
Alliant Energy Resources 1,001 88 5
Alliant Energy Corporate Services 1,188 - -
------------- -------------- -------------
IEC Total 6,352 3,277 15
============= ============== =============
</TABLE>
Eight bargaining agreements at the utilities are scheduled to expire in 1999 and
represent substantially all employees covered under collective bargaining
agreements. These employees represent approximately 50% of all IEC employees.
IEC has not experienced any significant work stoppage problems in the past.
While negotiations have commenced, IEC is currently unable to predict the
outcome of these negotiations.
CAPITAL EXPENDITURE AND INVESTMENT AND FINANCING PLANS
Refer to the "Liquidity and Capital Resources" section in Item 7. MD&A for a
discussion of anticipated construction and acquisition expenditures for
1999-2003 and details regarding the financing of future capital requirements.
REGULATION
IEC operates as a registered public utility holding company subject to
regulation by the Securities and Exchange Commission (SEC) under the PUHCA. IEC
and its subsidiaries are subject to the regulatory provisions of PUHCA,
5
<PAGE>
including provisions relating to the issuance and sales of securities,
acquisitions and sales of certain utility properties, acquisitions and retention
of interests in non-utility businesses and the services provided by Alliant
Energy Corporate Services to IEC and its subsidiaries.
IEC is subject to regulation by the Public Service Commission of Wisconsin
(PSCW). The PSCW regulates, among other things, the type and amount of IEC's
investments in non-utility businesses. WP&L is also subject to regulation by the
PSCW as to retail utility rates and service, accounts, issuance and use of
proceeds of securities, certain additions and extensions to facilities and in
other respects. WP&L is generally required to file a rate case with the PSCW
every two years with requests for rate relief based on a forward-looking test
year period. However, as one of the conditions for approval of the Merger, the
PSCW has required WP&L to freeze on a post-merger basis retail electric, natural
gas, and water rates for a period of four years.
IESU and IPC operate under the jurisdiction of the Iowa Utilities Board (IUB).
The IUB has authority to regulate rates and standards of service, to prescribe
accounting requirements and to approve the location and construction of electric
generating facilities having a capacity in excess of 25,000 kilowatts (KW).
Requests for price relief are based on historical test periods, adjusted for
certain known and measurable changes. The IUB must decide on requests for price
relief within 10 months of the date of the application for which relief is filed
or the interim prices granted become permanent. Interim prices, if allowed, are
permitted to become effective, subject to refund, no later than 90 days after
the price increase application is filed. Notwithstanding this process, IESU and
IPC have agreed to a four-year price cap effective with the Merger as part of
the Merger approval process.
In Iowa, non-exclusive franchises, which cover the use of streets and alleys for
public utility facilities in incorporated communities, are granted for a maximum
of twenty-five years by a majority vote of local qualified residents. In
addition, the IUB defines the boundaries of mutually exclusive service
territories for all electric utilities. The IUB has jurisdiction and grants
franchises for the use of public highway rights-of-way for electric and gas
facilities outside corporate limits.
IPC is also subject to regulation by the Minnesota Public Utilities Commission
(MPUC). Requests for price relief can be based on either historical or projected
data. The MPUC must reach a final decision within 10 months. Interim rates are
permitted. The MPUC also has jurisdiction to approve IPC's capital structure on
an annual basis.
In addition, South Beloit and IPC are subject to regulation by the Illinois
Commerce Commission (ICC) for retail utility rates and service, accounts,
issuance and use of proceeds of securities, certain additions and extensions to
facilities and in other respects. Requests for rate relief must be decided
within 11 months.
The Federal Energy Regulatory Commission (FERC) has jurisdiction under the
Federal Power Act over certain of the electric utility facilities and
operations, wholesale rates and accounting practices of WP&L, IESU and IPC, and
in certain other respects. In addition, certain natural gas facilities and
operations of the companies are subject to the jurisdiction of the FERC under
the Natural Gas Act.
With respect to environmental matters, the United States Environmental
Protection Agency administers certain federal statutes and has delegated the
administration of other environmental initiatives to the applicable state
environmental agencies. In addition, the state agencies have jurisdiction over
air and water quality standards associated with fossil fuel fired electric
generation and the level and flow of water, safety and other matters pertaining
to hydroelectric generation.
WP&L and IESU are subject to the jurisdiction of the Nuclear Regulatory
Commission (NRC), with respect to the Kewaunee Nuclear Power Plant (Kewaunee) in
the case of WP&L and the Duane Arnold Energy Center (DAEC) in the case of IESU,
and to the jurisdiction of the United States Department of Energy (DOE) with
respect to the disposal of nuclear fuel and other radioactive wastes from
Kewaunee and the DAEC.
Refer to Item 7. MD&A for additional information regarding regulation and IEC's
rate matters.
6
<PAGE>
YEAR 2000
Refer to the "Other Matters - Year 2000" section in Item 7. MD&A for a
discussion of IEC's Year 2000 initiatives.
C. INFORMATION RELATING TO UTILITY OPERATIONS
IEC realized 56%, 39%, 3% and 2% of its electric utility revenues in 1998 in
Iowa, Wisconsin, Minnesota and Illinois, respectively. Approximately 87% of the
electric revenues were regulated by the respective state commissions while the
other 13% were regulated by the FERC. IEC realized 58%, 36%, 3% and 3% of its
gas utility revenues in Iowa, Wisconsin, Minnesota and Illinois, respectively,
during the same period.
IESU realized 100% of its electric and gas utility revenues in 1998 in Iowa.
Approximately 93% of the electric revenues in 1998 were regulated by the IUB
while the other 7% were regulated by the FERC.
WP&L realized 98% of its electric utility revenues in 1998 in Wisconsin and 2%
in Illinois. Approximately 79% of the electric revenues in 1998 were regulated
by the PSCW or the ICC while the other 21% were regulated by the FERC. WP&L
realized 96% of its gas utility revenues in 1998 in Wisconsin and 4% in Illinois
during the same period.
IPC realized 77%, 17% and 6% of its electric utility revenues in 1998 in Iowa,
Minnesota and Illinois, respectively. Approximately 92% of the electric revenues
were regulated by the respective state commissions while the other 8% were
regulated by the FERC. IPC realized 70%, 22% and 8% of its gas utility revenues
in Iowa, Minnesota and Illinois, respectively, during the same period.
UTILITY INDUSTRY OUTLOOK
Refer to the "Utility Industry Outlook" section in Item 7. MD&A for a discussion
of various competitive issues impacting utility operations.
ELECTRIC UTILITY OPERATIONS
General
IESU provides electricity in Iowa. As of December 31, 1998, IESU provided
electricity to approximately 341,000 retail customers in approximately 525 Iowa
communities. IESU also currently provides electricity to five wholesale
customers. WP&L provides electricity in 34 counties in southern and central
Wisconsin and four counties in northern Illinois. As of December 31, 1998, WP&L
provided retail electric service to approximately 401,000 customers in 599
communities and wholesale service to 24 municipal utilities, one privately owned
utility, three rural electric cooperatives, one Native American nation and to
the Wisconsin Public Power, Inc. system for the provision of retail service to
14 communities. IPC provides electricity in portions of 22 counties in northern
and northeastern Iowa, in portions of 22 counties in southern Minnesota and in
portions of five counties in northwestern Illinois. As of December 31, 1998, IPC
provided retail electric service to approximately 166,000 customers in 234
communities and wholesale service to 10 small communities.
The percentages of utility operating revenues and utility operating income from
electric utility operations for each individual company for the year ended
December 31, 1998 were as follows:
Percent of Percent of
Operating Operating
Revenues Income
------------- -------------
IESU 79.2% 92.5%
WP&L 84.0 94.3
IPC 88.0 89.5
7
<PAGE>
Electric sales are seasonal to some extent with the annual peak normally
occurring in the summer months. In 1998, the maximum peak hour demand for IESU
was 1,965 megawatts (MW) and occurred on June 26, 1998. For WP&L and IPC, the
maximum peak hour demands were 2,292 MW and 971 MW, respectively, and both
occurred on July 14, 1998.
IESU maintains and operates transmission and substation facilities connecting
with its high voltage transmission systems pursuant to a non-cancelable
operation agreement (the Operating Agreement) with Central Iowa Power
Cooperative (CIPCO). The Operating Agreement, which will terminate on December
31, 2035, provides for the joint use of certain transmission facilities of IESU
and CIPCO.
IEC has transmission interconnections at various locations with eleven other
transmission owning utilities in the Midwest. These interconnections enhance the
overall reliability of the IEC transmission system and provide access to
multiple sources of economic and emergency power and energy.
IESU and IPC are full members of the Mid-Continent Area Power Pool (MAPP). WP&L
is a member of the MAPP Regional Transmission Group. MAPP is one of the ten
regional members of the North American Electric Reliability Council (NERC). Each
regional member of NERC is responsible for maintaining reliability in its area
through coordination of planning and operations. WP&L is also a full member of
the Mid-America Interconnected Network, Inc. (MAIN), another regional member of
NERC.
In an effort to bring the entire IEC system under one regional organization,
while maintaining flexibility in the face of rapid industry changes, IESU, WP&L
and IPC have given withdrawal notices to MAPP and WP&L has also given a
withdrawal notice to MAIN. IEC's decision on what regional organization to join
will be dependent upon the potential reorganization of some NERC regions and the
eventual configuration of the independent transmission company (ITC). Refer to
the "Utility Industry Outlook" section in Item 7. MD&A for a discussion of IEC's
ITC initiative.
Refer to Item 2. "Properties" for additional information regarding electric
facilities.
Fuel
The average cost of fuel per million British thermal units (Btu's) used for
electric generation by IESU, WP&L and IPC for the years 1998, 1997 and 1996 was
as follows:
Nuclear Coal All Fuels
------------ ------------ -------------
IESU - 1998 $ 0.605 $ 0.885 $ 0.887
- 1997 0.650 0.958 0.945
- 1996 0.730 0.944 0.937
WP&L - 1998 0.450 1.171 1.085
- 1997 0.450 1.175 1.129
- 1996 0.469 1.155 1.077
IPC - 1998 N/A 1.287 1.344
- 1997 N/A 1.340 1.414
- 1996 N/A 1.437 1.484
Refer to the Electric Operating Information tables for details on the sources of
electric energy for IEC, IESU, WP&L and IPC during 1994 to 1998.
Coal
IEC estimates its 1999 coal requirements will be approximately 12.3 million
tons. Alliant Energy Corporate
8
<PAGE>
Services, as an agent of IESU, WP&L and IPC, has negotiated several agreements
with different suppliers to ensure that a specified supply of coal is available
at known prices for the respective utilities for calendar years 1999, 2000, and
2001. These contracts, in combination with existing agreements, provide for a
portfolio of coal supplies that cover approximately 95%, 55% and 40% of the
three utilities' estimated coal supply needs for the years 1999 through 2001,
respectively. Management believes this portfolio of coal supplies represents a
reasonable balance between ensuring an adequate supply and ensuring that the
prices paid for coal is at the then current market conditions. Remaining coal
requirements will be met from either future contracts or purchases in the spot
market.
The majority of the coal utilized by IEC is from the Wyoming Powder River Basin.
A majority of this coal is transported by rail-car directly from Wyoming to
IEC's generating facilities, with the remainder transported from Wyoming to the
Mississippi River by rail-car and then via barges to the final destination. As
protection against interruptions in coal deliveries, IEC maintains average coal
inventories at its generating stations of 44 to 71 days.
IEC anticipates that its average fossil fuel costs will likely increase in the
future due to cost escalation provisions in existing coal and transportation
contracts. In addition, fuel sulfur restrictions and other environmental
limitations have increased significantly and may increase further the difficulty
and cost of obtaining an adequate coal supply. See Note 1(k) of the "Notes to
Consolidated Financial Statements" for a discussion of the utilities' rate
recovery of fuel costs.
Refer to Note 12(b) in the "Notes to Consolidated Financial Statements" for
details relating to IEC's coal purchase commitments.
Purchased Power
During the year ended December 31, 1998, approximately 26.7%, 26.8% and 41.7% of
IESU's, WP&L's and IPC's total kilowatt-hour (KWH) requirements, respectively,
were met through purchased power. Refer to Note 12(b) in the "Notes to
Consolidated Financial Statements" for details relating to purchase power
commitments.
Nuclear
General
IEC owns interests in two nuclear facilities, Kewaunee and DAEC. Kewaunee, a
532-megawatt pressurized water reactor plant, is operated by Wisconsin Public
Service Corporation (WPSC) and is jointly owned by WPSC (41.2%), WP&L (41.0%)
and Madison Gas & Electric Company (MG&E) (17.8%). See Item 7. MD&A "Liquidity
and Capital Resources - Nuclear Facilities" for a discussion of an agreement
between WPSC and MG&E regarding future ownership of Kewaunee. The Kewaunee
operating license expires in 2013. DAEC, a 535-megawatt boiling water reactor
plant, is operated by IESU which has a 70% ownership interest in the plant. The
DAEC operating license expires in 2014.
As co-owners of nuclear generating units, IESU and WP&L are subject to the
jurisdiction of the NRC. The NRC has broad supervisory and regulatory
jurisdiction over the construction and operation of nuclear reactors,
particularly with regard to public health, safety and environmental
considerations.
The operation and design of nuclear power plants is under constant review by the
NRC. IESU and WP&L have complied with and are currently complying with all NRC
requests for data relating to these reviews. As a result of such reviews,
further changes in operations or modifications of equipment may be required, the
cost of which cannot currently be estimated. IESU's and WP&L's anticipated
nuclear-related construction expenditures for 1999-2003 are approximately $46
million and $37 million, respectively. Refer to "Liquidity and Capital Resources
- - Capital Requirements" in Item 7. MD&A for a further discussion.
DAEC received the highest score possible (1 on a 3-point scale) in the areas of
plant operations, engineering and plant support and a "good" rating (2) in the
area of maintenance during the NRC's last Systematic Assessment of Licensee
Performance (SALP) report in 1997. Kewaunee received the highest score possible
(1) in the area of maintenance and
9
<PAGE>
a "good" rating (2) in the areas of plant operations, engineering and plant
support during the NRC's last SALP report, which was also received in 1997.
Under the Price-Anderson Amendments Act of 1988 (1988 Act), IESU and WP&L
currently have the benefit of public liability coverage which would compensate
the public in the event of an accident at a commercial nuclear power plant. The
1988 Act permits such coverage to rise with increased availability of nuclear
insurance and the changing number of operating nuclear plants subject to
retroactive premium assessments. The 1988 Act provides for inflation indexing
(Consumer Price Index every fifth year) of the retroactive premium assessments.
As an outgrowth of the Three Mile Island Nuclear Power Plant experience, nuclear
plant owners have initiated a cooperative insurance program designed to help
cover business interruption expenses for participating utilities arising from a
possible nuclear plant event. IESU and WP&L are participants in this program.
This type of insurance is an industry response intended to lessen the cost
burden on customers in the event of a lengthy plant shutdown.
In the unlikely event of a catastrophic loss at Kewaunee or DAEC, the amount of
insurance available may not be adequate to cover property damage,
decontamination and premature decommissioning. Uninsured losses, to the extent
not recovered through rates, would be borne by WP&L or IESU and could have a
material adverse effect on their financial position and results of operations.
Refer to Note 12(e) of the "Notes to Consolidated Financial Statements" for a
further discussion of the nuclear insurance issue.
Kewaunee
WPSC purchases uranium concentrates, conversion services, enrichment services,
and fabrication services for nuclear fuel assemblies at Kewaunee. New fuel
assemblies replace used assemblies that are removed from the reactor every 18
months and placed in storage at the plant site pending removal by the DOE.
Uranium concentrates, conversion services, and enrichment services are purchased
at spot market prices, through a bid process, or using existing contracts. Two
contracts are in place to provide conversion services for nuclear fuel reloads
in 2000 and 2001. A fixed quantity of enrichment services are contracted for
through the year 2004. Additional enrichment services will be acquired under a
contract which is in effect for the life of the plant or by purchases on the
spot market. Fuel fabrication services are contracted well into the next decade
and contain contractual clauses covering force majeure and termination
provisions. A uranium inventory policy requires that sufficient inventory exist
for up to two reactor reloads of fuel. As of December 31, 1998, 947,000 pounds
of yellowcake or its equivalent were held in inventory for the plant.
If, for any reason, the plant were forced to suspend operations permanently,
fuel-related obligations are as follows: 1) there are no financial penalties
associated with the present uranium supply, conversion service and enrichment
agreements, and 2) the fuel fabrication contract contains force majeure and
termination for convenience provisions. As of the end of 1998, WP&L's maximum
exposure would not be expected to exceed $273,000. It is expected that, in such
a case, uranium inventories could be sold on the spot market.
DAEC
A contract for enrichment services and enriched uranium product was signed with
the United States Enrichment Corporation (USEC) in 1995. This contract is
effective through 2003. Fabrication of the nuclear fuel is being performed by
General Electric Company for fuel through the 2011 refueling of DAEC. IESU
believes that an ample supply of uranium and enrichment services will be
available in the future and intends to purchase such uranium and enrichment
services as necessary on the spot market and/or via medium length (less than
five years) contracts to supplement its current contracts and meet its
generation requirements.
Additional discussions of various other nuclear issues relating to Kewaunee and
DAEC are included in Item 7. MD&A and the "Notes to the Consolidated Financial
Statements."
10
<PAGE>
Power Supply
Refer to "Other Matters - Power Supply" in Item 7. MD&A for a discussion of
power supply concerns.
Electric Environmental Matters
IEC is regulated in environmental protection matters by a number of federal,
state and local agencies. Such regulations are the result of a number of
environmental protection laws passed by the U.S. Congress, state legislatures
and local governments and enforced by federal, state and county agencies. The
laws impacting IEC's operations include the Clean Water Act; Clean Air Act, as
amended by the Clean Air Act Amendments of 1990; National Environmental Policy
Act; Toxic Substances Control Act; Emergency Planning and Community
Right-to-Know Act; Resource Conservation and Recovery Act; Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as
amended by the Superfund Amendments and Reauthorization Act of 1986; Nuclear
Waste Policy Act of 1982; Occupational Safety and Health Act; National Energy
Policy Act of 1992; and a number of others. IEC regularly secures and renews
federal, state and local permits to comply with the environmental protection
laws and regulations. Costs associated with such compliance have increased in
recent years and are expected to increase moderately in the future.
Refer to "Other Matters - Environmental" in Item 7. MD&A and Note 12 of the
"Notes to Consolidated Financial Statements" for a further discussion of
electric environmental matters.
11
<PAGE>
<TABLE>
<CAPTION>
Interstate Energy Corporation
- -------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------------
Electric Operating Information (Utility Only)
- -------------------------------------------------------------------------------------------------------------------------
Operating Revenues (000s):
<S> <C> <C> <C> <C> <C>
Residential $519,687 $509,207 $494,649 $498,071 $469,217
Commercial 330,693 320,308 308,480 302,889 296,329
Industrial 477,241 455,912 428,726 412,711 401,097
-----------------------------------------------------------------
Total from ultimate customers 1,327,621 1,285,427 1,231,855 1,213,671 1,166,643
Sales for resale 199,128 192,346 181,365 143,726 136,839
Other 40,693 37,980 27,155 24,271 27,322
-----------------------------------------------------------------
Total $1,567,442 $1,515,753 $1,440,375 $1,381,668 $1,330,804
=================================================================
- -------------------------------------------------------------------------------------------------------------------------
Electric Sales (000s MWH) :
Residential 6,674 6,699 6,668 6,705 6,276
Commercial 5,095 4,996 4,878 4,816 4,578
Industrial 12,718 12,320 11,666 11,360 10,870
-----------------------------------------------------------------
Total from ultimate customers 24,487 24,015 23,212 22,881 21,724
Sales for resale 7,189 6,768 7,459 5,001 4,757
Other 158 161 161 163 182
-----------------------------------------------------------------
Total 31,834 30,944 30,832 28,045 26,663
=================================================================
- -------------------------------------------------------------------------------------------------------------------------
Customers (End of Period):
Residential 773,724 764,604 755,085 744,440 733,866
Commercial 128,430 126,959 125,426 123,786 122,217
Industrial 2,618 2,555 2,472 2,418 2,362
Other 3,267 3,281 3,207 2,749 2,734
-----------------------------------------------------------------
Total 908,039 897,399 886,190 873,393 861,179
=================================================================
- -------------------------------------------------------------------------------------------------------------------------
Other Selected Electric Data:
System capacity at time of peak demand (MW):
Company-owned 5,231 5,257 5,192 5,077 4,960
Firm purchases and sales (net) 618 660 583 547 603
-----------------------------------------------------------------
Total (1) 5,849 5,917 5,775 5,624 5,563
=================================================================
Maximum peak hour demand (MW) (1) 5,228 5,045 4,953 5,032 4,714
Sources of electric energy (000s MWH):
Steam 19,119 17,423 17,014 17,606 16,739
Nuclear 4,201 3,874 4,054 4,166 4,501
Purchases 10,033 10,660 10,895 7,416 6,454
Other 504 565 392 349 289
-----------------------------------------------------------------
Total 33,857 32,522 32,355 29,537 27,983
=================================================================
Revenue per KWH from ultimate customers (in
cents) 5.42 5.35 5.31 5.30 5.37
- -------------------------------------------------------------------------------------------------------------------------
(1) Figures represent a summation of the individual peak demands of IESU, WP&L
and IPC thus they do not represent the coincident peak of the entire IEC
system.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
IES Utilities Inc.
- -----------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
Electric Operating Information
- -----------------------------------------------------------------------------------------------------------------------
Operating Revenues (000s):
<S> <C> <C> <C> <C> <C>
Residential $232,662 $227,496 $213,838 $217,351 $200,686
Commercial 168,672 162,626 153,163 150,722 146,119
Industrial 181,369 177,890 160,477 148,529 143,965
------------------------------------------------------------------
Total from ultimate customers 582,703 568,012 527,478 516,602 490,770
Sales for resale 45,453 25,719 37,384 35,356 37,271
Other 11,267 10,539 9,411 8,513 9,286
------------------------------------------------------------------
Total $639,423 $604,270 $574,273 $560,471 $537,327
==================================================================
- -----------------------------------------------------------------------------------------------------------------------
Electric Sales (000s MWH):
Residential 2,661 2,682 2,642 2,690 2,494
Commercial 2,465 2,378 2,315 2,296 2,148
Industrial 4,872 4,743 4,436 4,248 4,015
------------------------------------------------------------------
Total from ultimate customers 9,998 9,803 9,393 9,234 8,657
Sales for resale 1,763 794 1,746 1,586 1,705
Other 42 43 46 50 67
------------------------------------------------------------------
Total 11,803 10,640 11,185 10,870 10,429
==================================================================
- -----------------------------------------------------------------------------------------------------------------------
Customers (End of Period):
Residential 290,348 288,387 286,315 284,154 281,653
Commercial 49,489 48,962 48,593 48,196 47,595
Industrial 705 711 703 695 706
Other 479 442 437 444 451
------------------------------------------------------------------
Total 341,021 338,502 336,048 333,489 330,405
==================================================================
- -----------------------------------------------------------------------------------------------------------------------
Other Selected Electric Data:
System capacity at time of peak demand (MW):
Company-owned 1,858 1,892 1,864 1,873 1,741
Firm purchases and sales (net) 241 232 232 207 280
------------------------------------------------------------------
Total 2,099 2,124 2,096 2,080 2,021
==================================================================
Maximum peak hour demand (MW) 1,965 1,854 1,833 1,824 1,780
Sources of electric energy (000s MWH):
Steam 6,417 5,499 4,936 5,759 5,509
Nuclear 2,682 2,904 2,753 2,611 2,876
Purchases 3,385 2,789 4,177 3,013 2,647
Other 199 164 44 24 22
------------------------------------------------------------------
Total 12,683 11,356 11,910 11,407 11,054
==================================================================
Revenue per KWH from ultimate customers (in
cents) 5.83 5.79 5.62 5.59 5.67
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Wisconsin Power and Light Company
- -----------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------
Electric Operating Information
- -----------------------------------------------------------------------------------------------------------------------------
Operating Revenues (000s):
<S> <C> <C> <C> <C> <C>
Residential $198,770 $199,633 $201,690 $199,850 $194,242
Commercial 108,724 107,132 105,319 102,129 101,382
Industrial 162,771 152,073 143,734 140,562 140,487
------------------------------------------------------------------
Total from ultimate customers 470,265 458,838 450,743 442,541 436,111
Sales for resale 128,536 160,917 131,836 97,350 86,400
Other 15,903 14,388 6,903 6,433 9,236
-----------------------------------------------------------------
Total 614,704 $634,143 $589,482 $546,324 $531,747
==================================================================
- -----------------------------------------------------------------------------------------------------------------------------
Electric Sales (000s MWH) :
Residential 2,964 2,974 2,980 2,938 2,777
Commercial 1,898 1,878 1,814 1,773 1,688
Industrial 4,493 4,256 3,986 3,873 3,765
------------------------------------------------------------------
Total from ultimate customers 9,355 9,108 8,780 8,584 8,230
Sales for resale 4,492 5,824 5,246 3,109 2,574
Other 59 60 57 54 55
------------------------------------------------------------------
Total 13,906 14,992 14,083 11,747 10,859
==================================================================
- -----------------------------------------------------------------------------------------------------------------------------
Customers (End of Period):
Residential 350,334 343,637 336,933 329,643 322,924
Commercial 47,857 46,823 45,669 44,730 43,793
Industrial 909 855 815 795 776
Other 1,860 1,875 1,820 1,342 1,298
------------------------------------------------------------------
Total 400,960 393,190 385,237 376,510 368,791
==================================================================
- -----------------------------------------------------------------------------------------------------------------------------
Other Selected Electric Data:
System capacity at time of peak demand (MW):
Company-owned 2,345 2,337 2,300 2,176 2,193
Firm purchases and sales (net) 181 145 68 57 40
------------------------------------------------------------------
Total 2,526 2,482 2,368 2,233 2,233
==================================================================
Maximum peak hour demand (MW) 2,292 2,253 2,124 2,197 2,002
Sources of electric energy (000s MWH):
Steam 8,916 8,587 8,687 8,323 7,821
Nuclear 1,519 970 1,301 1,555 1,625
Purchases 3,923 5,744 4,494 2,227 1,786
Other 288 355 303 308 252
-------------------------------------------------------------------
Total 14,646 15,656 14,785 12,413 11,484
==================================================================
Revenue per KWH from ultimate customers (in cents) 5.03 5.04 5.13 5.16 5.30
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
GAS UTILITY OPERATIONS
General
As of December 31, 1998, IESU provided retail natural gas service to
approximately 179,000 customers in approximately 212 communities in Iowa. As of
December 31, 1998, WP&L provided retail natural gas service to approximately
159,000 customers in 233 communities in southern and central Wisconsin and one
county in northern Illinois. IPC provides natural gas service in 14 counties
located in northern and northeastern Iowa, southern Minnesota and northwestern
Illinois. As of December 31, 1998, IPC provided retail natural gas service to
approximately 50,000 customers in 41 communities.
The percentages of utility operating revenues and utility operating income from
gas utility operations for each individual company for the year ended December
31, 1998 were as follows:
Percent of Percent of
Operating Operating
Revenues Income
------------- -------------
IESU 17.5% 4.9%
WP&L 15.3 3.9
IPC 12.0 10.5
The gas sales of IESU, WP&L and IPC follow a seasonal pattern. There is an
annual base load of gas used for heating, cooking, water heating and other
purposes, with a large peak occurring during the winter heating season.
IESU Gas Supplies
Contracts with the pipelines subsequent to FERC Order 636 are comprised
primarily of firm transportation, firm storage and no-notice service. Firm
transportation contracts grant IESU access to firm pipeline capacity which is
used to transport gas supplies from non-pipeline suppliers and from leased
storage on peak days. Firm storage service allows IESU to purchase gas during
off-peak periods and place this gas in an account with the pipelines. When the
gas is needed for peak day deliveries, IESU requests and the pipelines deliver
the gas back on a firm basis. No-notice service grants IESU the right to take
more or less gas than is actually scheduled up to the level of no-notice
service. No-notice service takes the form of transportation balancing or storage
service depending on the pipeline.
IESU's firm transportation contract portfolio provides a maximum daily delivery
capability of 278,852 dekatherms (Dth) per day of natural gas as follows:
Northern Natural Natural Gas Pipeline
Gas Company Co. of America
(NNG) (NGPL) ANR Pipeline (ANR)
---------------- -------------------- -----------------
143,996 Dth 74,119 Dth 60,737 Dth
Gas supply is purchased from a variety of non-pipeline suppliers located in the
United States and Canada having access to virtually all major natural gas
producing regions. IESU has firm gas supply agreements with various non-pipeline
suppliers. These gas supply contracts have expiration dates ranging from three
months to almost three years. IESU's tariffs provide for subsequent adjustments
to its natural gas rates for changes in the cost of natural gas purchased for
resale.
Refer to Note 12(b) of IESU's "Notes to Consolidated Financial Statements" for a
discussion of IESU's purchase gas commitments.
15
<PAGE>
WP&L Gas Supplies
Prior to 1995, WP&L passed on its costs incurred from natural gas suppliers and
pipeline companies on a dollar-for-dollar basis to its customers. In 1995, the
PSCW approved implementation of a performance-based rate mechanism for Wisconsin
gas customers. Under this mechanism, 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. Effective with the UR-110 rate order on April 29, 1997, to
the extent WP&L purchases its gas supply below the index price, WP&L will retain
40% of the savings. The balance of the savings is returned to customers. The
same sharing mechanism exists for gas that is purchased at a cost above the
index price.
In providing gas commodity service to retail gas customers, WP&L administers a
diversified portfolio of transportation contracts with ANR and NNG allowing
access to gas supplies located in the United States and Canada. WP&L's
transportation contracts provide a maximum daily delivery capability of 242,580
Dth per day of natural gas as follows:
ANR NNG Non-Traditional
--- --- ---------------
122,124 Dth 75,056 Dth 45,400 Dth
Two non-traditional arrangements provide WP&L with gas delivered directly to its
"city gate" using the vendors' transportation contract with the interstate
pipelines serving WP&L.
WP&L's contracts also allow access to gas stored in underground storage fields
in the states of Michigan, New Mexico and Oklahoma. Gas purchased in the summer
and delivered in the winter comprise approximately 24% of WP&L's annual gas
requirements.
WP&L maintains purchase agreements with over 50 suppliers of natural gas from
all gas producing regions of the U.S. and Canada. These include six contracts
providing for long-term gas deliveries (i.e., with terms ranging from six months
to ten years). In addition to its direct purchase and sales of natural gas, WP&L
provided transportation service to 185 customers who purchased their own gas,
pursuant to WP&L's transportation tariffs. Refer to Note 12(b) of WP&L's "Notes
to Consolidated Financial Statements" for a discussion of WP&L's purchase gas
commitments.
IPC Gas Supplies
Contracts with the pipelines subsequent to FERC Order 636 are comprised
primarily of firm transportation, firm storage and firm no-notice service. IPC
purchases pipeline transportation capacity from NNG, NGPL and Northern Border
Pipeline Company (NBPL). During 1998, IPC purchased natural gas supplies from
non-pipeline suppliers at market responsive rates. FERC continues to approve the
tariffs of NNG, NGPL, and NBPL regarding transportation capacity and storage
rates, subject to change as rate cases are filed.
IPC's portfolio of firm transportation contracts provide a maximum daily
delivery capability of 79,745 Dth per day of natural gas as follows:
NNG NGPL
--- ----
51,995 Dth 27,750 Dth
IPC maintains gas supply agreements with various non-pipeline suppliers from all
gas producing areas of the U. S. and Canada. These include two long-term
contracts for gas deliveries up to two years. Gas is supplied by producers,
marketers and brokers, as well as from storage services, to meet the peak
heating season requirements.
IPC owns propane-air mix gas plants in Albert Lea, Minnesota and Clinton and
Mason City, Iowa. The daily output capacities are: 2,500 Dth, 4,000 Dth and
4,800 Dth, respectively.
16
<PAGE>
IPC's tariffs provide for subsequent adjustments to its natural gas rates for
changes in the cost of natural gas purchased for resale.
IESU's, WP&L's and IPC's gas supply commitments are all index-based.
Gas Environmental Matters
Refer to Note 12 of the "Notes to Consolidated Financial Statements" for a
discussion of gas environmental matters.
17
<PAGE>
<TABLE>
<CAPTION>
Interstate Energy Corporation
- ------------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------
Gas Operating Information (Utility Only)
- ------------------------------------------------------------------------------------------------------------------------------
Operating Revenues (000s):
<S> <C> <C> <C> <C> <C>
Residential $175,603 $225,542 $216,268 $179,761 $179,694
Commercial 85,842 115,858 108,187 87,951 92,082
Industrial 20,204 27,393 27,569 30,462 40,427
Transportation and other 13,941 25,114 23,931 21,952 12,396
------------------------------------------------------------------
Total $295,590 $393,907 $375,955 $320,126 $324,599
==================================================================
- ------------------------------------------------------------------------------------------------------------------------------
Gas Sales (000s Dekatherms):
Residential 28,378 33,894 37,165 33,827 32,447
Commercial 17,760 21,142 22,613 20,599 20,219
Industrial 5,507 6,217 6,856 6,381 8,709
Transportation and other 52,389 56,719 55,240 54,267 42,730
------------------------------------------------------------------
Total 104,034 117,972 121,874 115,074 104,105
==================================================================
- ------------------------------------------------------------------------------------------------------------------------------
Customers at End of Period (Excluding Transportation and Other):
Residential 342,586 337,956 331,919 326,005 319,628
Commercial 43,825 43,316 42,658 42,095 41,496
Industrial 982 963 1,022 1,059 1,058
------------------------------------------------------------------
Total 387,393 382,235 375,599 369,159 362,182
==================================================================
- ------------------------------------------------------------------------------------------------------------------------------
Other Selected Gas Data:
Revenue per dekatherm sold
(excluding transportation and other) $5.45 $6.02 $5.28 $4.90 $5.09
Purchased gas costs per dekatherm sold
(excluding transportation and other) $3.22 $4.23 $3.61 $3.31 $3.70
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
IES Utilities Inc.
- ----------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
Gas Operating Information
- ----------------------------------------------------------------------------------------------------------------------------
Operating Revenues (000s):
<S> <C> <C> <C> <C> <C>
Residential $86,821 $110,663 $97,708 $84,562 $82,795
Commercial 39,928 54,383 46,966 40,390 40,912
Industrial 10,422 13,961 12,256 8,790 12,515
Transportation and other 4,108 4,510 3,934 3,550 2,811
------------------------------------------------------------------
Total $141,279 $183,517 $160,864 $137,292 $139,033
==================================================================
- ----------------------------------------------------------------------------------------------------------------------------
Gas Sales (000s Dekatherms):
Residential 13,803 16,317 17,680 16,302 15,766
Commercial 8,272 9,602 10,323 9,534 9,298
Industrial 3,089 3,318 3,796 3,098 4,010
Transportation and other 11,316 10,321 10,341 10,871 8,901
------------------------------------------------------------------
Total 36,480 39,558 42,140 39,805 37,975
==================================================================
- ---------------------------------------------------------------------------------------------------------------------------
Customers at End of Period (Excluding Transportation and Other):
Residential 157,135 155,859 154,457 152,873 151,367
Commercial 21,530 21,431 21,364 21,193 21,053
Industrial 398 399 417 404 409
------------------------------------------------------------------
Total 179,063 177,689 176,238 174,470 172,829
==================================================================
- ----------------------------------------------------------------------------------------------------------------------------
Other Selected Gas Data:
Revenue per dekatherm sold
(excluding transportation and other) $5.45 $6.12 $4.94 $4.62 $4.69
Purchased gas cost per dekatherm sold
(excluding transportation and other) $3.36 $4.33 $3.27 $3.15 $3.28
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Wisconsin Power and Light Company
Years Ended December 31,
- -----------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------
Gas Operating Information
- -----------------------------------------------------------------------------------------------------------------------------
Operating Revenues (000s):
<S> <C> <C> <C> <C> <C>
Residential $65,173 $84,513 $90,382 $70,382 $71,555
Commercial 33,898 45,456 46,703 35,411 38,516
Industrial 5,896 8,378 11,410 17,984 22,629
Transportation and other 6,770 17,536 17,132 15,388 6,946
------------------------------------------------------------------
Total $111,737 $155,883 $165,627 $139,165 $139,646
==================================================================
- -----------------------------------------------------------------------------------------------------------------------------
Gas Sales (000s Dekatherms):
Residential 10,936 12,770 14,297 12,690 11,956
Commercial 7,285 8,592 9,167 8,245 8,128
Industrial 1,422 1,714 1,997 2,144 3,113
Transportation and other 12,948 17,595 18,567 16,870 9,279
------------------------------------------------------------------
Total 32,591 40,671 44,028 39,949 32,476
==================================================================
- -----------------------------------------------------------------------------------------------------------------------------
Customers at End of Period (Excluding Transportation and Other):
Residential 141,065 137,827 133,580 129,576 124,938
Commercial 17,058 16,653 16,083 15,724 15,270
Industrial 506 488 529 566 561
------------------------------------------------------------------
Total 158,629 154,968 150,192 145,866 140,769
==================================================================
- -----------------------------------------------------------------------------------------------------------------------------
Other Selected Gas Data:
Revenue per dekatherm sold
(excluding transportation and other) $5.34 $6.00 $5.83 $5.36 $5.72
Purchased gas cost per dekatherm sold
(excluding transportation and other) $3.13 $4.30 $4.12 $3.64 $3.82
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
20
<PAGE>
D. INFORMATION RELATING TO NONREGULATED OPERATIONS
A description of Alliant Energy Resources' businesses is as follows:
Alliant Energy Resources is a holding company whose wholly-owned subsidiaries
include ISCO, International, Investments, Transportation, HPI and Capital
Square. Alliant Energy Resources also has a 50% ownership interest in a joint
venture with Cargill Incorporated, named Cargill-Alliant, to market electricity
and risk management services to wholesale customers.
ISCO is a holding company for Alliant Energy Resources' industrial service
companies whose primary wholly-owned subsidiaries include Whiting Petroleum
Corporation (Whiting), Industrial Energy Applications, Inc. (IEA) and Heartland
Environmental Holding Company (HEHC). Whiting is organized to purchase, develop
and produce crude oil and natural gas. IEA offers commodities-based and
facilities-based energy services for customers, including supplying natural gas
and electricity, standby generation, cogeneration, steam production and propane
air systems. IEA also provides energy consulting services for customers and owns
a natural gas gathering system in Texas. HEHC is the holding company for
environmental and engineering services activities. HEHC's primary subsidiary is
RMT, Inc. (RMT). RMT is a Madison, Wisconsin based environmental and engineering
consulting company that serves clients nationwide in a variety of industrial
market segments. The most significant of these markets are chemical companies,
pulp and paper processors, oil and gas providers, foundries and other
manufacturers. RMT specializes in consulting on solid and hazardous waste
management, ground water quality protection, industrial design and hygiene
engineering, and air and water pollution control.
International is a holding company for Alliant Energy Resources' international
investments whose wholly-owned subsidiaries include Alliant International New
Zealand Limited (New Zealand), Grandelight Holding Ltd. (Grandelight),
Interstate Energy Corporation Pte Ltd. (IECP), Alliant Energy Brazil, Inc.
(Brazil) and Alliant Energy de Mexico L.L.C. (Mexico). New Zealand has equity
investments in several New Zealand utility entities. Grandelight has a 65%
equity investment in Peak Pacific Investment Company PTE Ltd. (Peak Pacific).
Peak Pacific has been formed to develop investment opportunities in generation
infrastructure projects in China. IECP has a 50% equity investment in two
individual cogeneration facilities in China. Brazil and Mexico have been formed
for the purposes of potential investments in these two respective countries.
Investments is a holding company whose primary wholly-owned subsidiaries include
Iowa Land and Building Company (Iowa Land) and Village Lakeshares, Inc.
(Lakeshares). Iowa Land is organized to pursue real estate and economic
development activities in IESU's service territory. Lakeshares is a holding
company for resort properties in Iowa. Investments also has direct and indirect
equity interests in various real estate ventures, primarily concentrated in
Cedar Rapids, and holds other passive investments including an equity interest
in McLeodUSA Inc. (McLeod). At December 31, 1998, IEC's investment in the stock
of McLeod, a telecommunications company, was valued at $320.3 million (based on
a December 31, 1998 closing price of $31.25 per share and compared to a cost
basis of $29.1 million). Refer to Note 5 of the "Notes to Consolidated Financial
Statements" for a further discussion of the McLeod investment.
Transportation is a holding company whose wholly-owned subsidiaries include the
Cedar Rapids and Iowa City Railway Company (CRANDIC) and IES Transfer Services
Inc. (Transfer). CRANDIC is a short-line railway which renders freight service
between Cedar Rapids and Iowa City. Transfer's operations include transloading
and storage services. Transportation also has a 75% equity investment in IEI
Barge Services, Inc. (Barge) which provides barge terminal and hauling service
on the Mississippi River.
HPI, formed in 1988, is responsible for performing asset management,
facilitating the development of and financing of high quality, affordable
housing in Wisconsin and the Midwest. HPI has a majority ownership interest in
60 such properties.
Capital Square was incorporated in 1992 to provide mortgage banking services to
facilitate HPI's development and financing efforts in the affordable housing
market.
21
<PAGE>
ITEM 2. PROPERTIES
WP&L
WP&L's principal electric generating stations at December 31, 1998, were as
follows:
<TABLE>
<CAPTION>
Name and Location Major Fuel 1998 Summer Capability
of Station Type in Kilowatts
- ----------------------------------------------------------- -------------- --------------------------------------
<S> <C> <C> <C>
Kewaunee Nuclear Power Plant, Kewaunee, WI Nuclear 204,200 (1)
Rock River Generating Station, Janesville, WI Coal 164,000
Nelson Dewey Generating Station, Cassville, WI Coal 226,000
Edgewater Generating Station #3, Sheboygan, WI Coal 76,000
Edgewater Generating Station #4, Sheboygan, WI Coal 237,300 (2)
Edgewater Generating Station #5, Sheboygan, WI Coal 306,000 (3)
Columbia Energy Center, Portage, WI Coal 494,400 (4)
-------------
Total Coal 1,503,700
Blackhawk Generating Station, Beloit, WI Gas 58,000
Rock River Combustion Turbine, Janesville, WI Gas and Oil 148,000
South Fond du Lac Combustion Turbine
Units 2 and 3, Fond du Lac, WI Gas and Oil 169,000
Sheepskin Combustion Turbine, Edgerton, WI Gas and Oil 37,000
-------------
Total Gas and Oil 412,000
Kilbourn Hydro Plant, Wisconsin Dells, WI Hydro 9,000
Prairie du Sac Hydro Plant, Prairie du Sac, WI Hydro 30,000
Petenwell/Castle Rock Hydro Plants,
Wisconsin Rapids, WI Hydro 13,300 (5)
Shawano Hydro, Shawano, WI Hydro 409
-------------
Total Hydro 52,709
-------------
Total generating capability 2,172,609
=============
(1) Represents WP&L's 41% ownership interest in this 498,000 Kw
generating station. The plant is operated by WPSC.
(2) Represents WP&L's 68.2% ownership interest in this 348,000 Kw
generating station. The plant is operated by WP&L.
(3) Represents WP&L's 75% ownership interest in this 408,000 Kw
generating station. The plant is operated by WP&L.
(4) Represents WP&L's 46.2% ownership interest in this 1,070,000 Kw
generating station. The plant is operated by WP&L.
(5) Represents WP&L's 33.3% ownership interest in this 40,000 Kw hydro
plant. The plant is operated by Wisconsin River Power Company.
</TABLE>
WP&L owns 2,771 miles of electric transmission lines and 375 substations located
adjacent to the communities served, of which substantially all are in Wisconsin.
Substantially all of WP&L's facilities are subject to the lien of its First
Mortgage Bond indenture and are suitable for their intended use.
22
<PAGE>
IESU
IESU's principal electric generating stations at December 31, 1998, were as
follows:
<TABLE>
<CAPTION>
Name and Location Major Fuel 1998 Summer Capability
of Station Type in Kilowatts
- ----------------------------------------------------------- ------------- --------------------------------------
<S> <C> <C> <C>
Duane Arnold Energy Center, Palo, Iowa Nuclear 364,000 (1)
Ottumwa Generating Station, Ottumwa, Iowa Coal 324,000 (2)
Prairie Creek Station, Cedar Rapids, Iowa Coal 212,500
Sutherland Station, Marshalltown, Iowa Coal 139,000
Sixth Street Station, Cedar Rapids, Iowa Coal 65,000
Burlington Generating Station, Burlington, Iowa Coal 200,000
George Neal Unit 3, Sioux City, Iowa Coal 144,200 (3)
-------------
Total Coal 1,084,700
Peaking Turbines, Marshalltown, Iowa Oil 216,400
Centerville Combustion Turbines, Centerville, Iowa Oil 62,000
Diesel Stations, all in Iowa Oil 8,300
-------------
Total Oil 286,700
Grinnell Station, Grinnell, Iowa Gas 30,000
Agency Street Combustion Turbines,
West Burlington, Iowa Gas 76,700
Burlington Combustion Turbines, Burlington, Iowa Gas 68,000
Red Cedar Combustion Turbine, Cedar Rapids, IA Gas 22,700
-------------
Total Gas 197,400
-------------
Total generating capability 1,932,800
=============
(1) Represents IESU's 70% ownership interest in this 520,000 Kw
generating station. The plant is operated by IESU.
(2) Represents IESU's 48% ownership interest in this 675,000 Kw
generating station. The plant is operated by IESU.
(3) Represents IESU's 28% ownership interest in this 515,000 Kw
generating station which is operated by MidAmerican Energy Company.
</TABLE>
The transmission lines of IESU, operating from 34,000 to 345,000 volts,
approximated 4,440 circuit miles (substantially all located in Iowa). IESU owned
580 substations (substantially all located in Iowa).
IESU's principal properties are suitable for their intended use and are held
subject to liens of indentures relating to its bonds.
23
<PAGE>
IPC
IPC's principal electric generating stations at December 31, 1998, were as
follows:
<TABLE>
<CAPTION>
Name and Location Major Fuel 1998 Summer Capability
of Station Type in Kilowatts
- ----------------------------------------------------------- -------------- --------------------------------------
<S> <C> <C> <C>
Dubuque Units 2, 3 and 4, Dubuque, IA Coal 78,000
M. L. Kapp Plant Units 1 and 2, Clinton, IA Coal 235,000
Lansing Units 1, 2, 3 and 4, Lansing, IA Coal 320,000
Fox Lake Plant Units 1, 2 and 3, Sherburn, MN Coal 108,000
George Neal Unit 4, Sioux City, IA Coal 141,900 (1)
Louisa Unit 1, Louisa, IA Coal 28,400 (2)
-------------
Total Coal 911,300
Montgomery Unit 1, Montgomery, MN Gas 22,200
Fox Lake Plant Unit 4, Sherburn, MN Gas 21,300
Lime Creek Plant Units 1 and 2, Mason City, IA Gas 70,000
-------------
Total Gas 113,500
Dubuque Units 1 and 2, Dubuque, IA Oil 4,600
Hills Units 1 and 2, Hills, MN Oil 4,000
Lansing Units 1 and 2, Lansing, IA Oil 2,000
New Albin Unit 1, New Albin, IA Oil 700
-------------
Total Oil 11,300
-------------
Total generating capability 1,036,100
=============
(1) Represents IPC's 21.5% ownership interest in this 660,000 Kw
generating station. The plant is operated by MidAmerican Energy
Company.
(2) Represents IPC's 4% ownership interest in this 710,000 Kw generating
station. The plant is operated by MidAmerican Energy Company.
</TABLE>
IPC owns 2,598 miles of electric transmission lines and 224 substations located
in Iowa, Illinois and Minnesota. Substantially all of IPC's facilities are
subject to the lien of its bond indenture securing IPC's outstanding First
Mortgage Bonds and are suitable for their intended use.
Alliant Energy Resources
Alliant Energy Resources owns property which primarily represents
transportation, energy-related, affordable housing project developments and real
estate properties.
24
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
IEC
On April 17, 1998, MG&E and Citizens Utility Board appealed the decision of the
Securities and Exchange Commission (SEC) approving the Merger, Madison Gas and
Electric Company and Citizens Utility Board v. Securities and Exchange
Commission. On May 15, 1998, IEC moved to intervene in this appeal and the
United States Court of Appeals for the District of Columbia District granted the
motion. Briefs were filed with the court and oral arguments were held on January
13, 1999. The court issued its decision on March 16, 1999 upholding the SEC's
decision in approving the Merger and denying the petition for review.
IESU
On October 9, 1996, IES filed a civil suit in the Iowa District Court in and for
Linn County against Lambda Energy Marketing Company, L.C., Robert Latham, Louie
Ervin, and David Charles (three former employees of IES and/or its
subsidiaries), collectively the "Defendants", alleging, inter alia, violations
of Iowa's trade secret act and interference with existing and prospective
business advantage. On November 1, 1996, the Defendants filed their Answer and
Counterclaims alleging, inter alia, violation of Iowa competition law, tortious
interference and commercial disparagement. The Defendants therewith also filed a
Third-Party Petition against IESU, IEA and Lee Liu, then Chairman of the Board
and Chief Executive Officer of IES and IESU, alleging, inter alia, tortious
interference and commercial disparagement. The case was dismissed by mutual
consent on December 31, 1998.
IESU is in discussions with environmental regulators regarding certain
environmental permit issues. For a discussion of these matters, see Item 7.
MD&A, "Other Matters - Environmental," which information is incorporated herein
by reference.
IPC
IPC is in discussions with environmental regulators regarding various issues at
generating facilities in Clinton, Iowa, Dubuque, Iowa and Lansing, Iowa. For a
discussion of these matters, see Item 7. MD&A, "Other Matters Environmental,"
which information is incorporated herein by reference.
Environmental Matters
The information required by Item 3 is included in Item 8. "Notes to Consolidated
Financial Statements," Note 12 and "Other Matters - Environmental" in Item 7.
MD&A, which information is incorporated herein by reference.
Rate Matters
The information required by Item 3 is included in "Liquidity and Capital
Resources - Rates and Regulatory Matters" in Item 7. MD&A, which information is
incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
25
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
IEC's common stock trades on the New York Stock Exchange under the symbol "LNT."
Quarterly price ranges and dividends with respect to IEC's common stock were as
follows (amounts for periods prior to the consummation of the Merger represent
data for WPL Holdings, Inc.):
<TABLE>
<CAPTION>
1998 1997
------------------------------------------ -------------------------------------------
Quarter High Low Dividend High Low Dividend
------- ---- --- -------- ---- --- --------
<S> <C> <C> <C> <C> <C> <C>
First $33 7/8 $31 1/2 $0.50 $28 7/8 $27 3/8 $0.50
Second 35 3/8 29 5/8 0.50 28 1/4 26 3/4 0.50
Third 32 1/8 28 0.50 29 27 0.50
Fourth 34 29 3/4 0.50 34 7/16 28 3/8 0.50
=========== =========== ============ =========== =========== ===========
Year $35 3/8 $28 $2.00 $34 7/16 $26 3/4 $2.00
=========== =========== ============ =========== =========== ===========
</TABLE>
Stock price at December 31, 1998: $32 1/4
Although IEC's practice has been to pay common stock dividends quarterly, the
timing of payment and amount of future dividends are necessarily dependent upon
earnings, financial requirements and other factors.
At December 31, 1998, there were approximately 76,943 holders of record of IEC's
stock including underlying holders in IEC's Shareowner Direct Plan.
IEC is the sole common shareowner of all 13,370,788 shares of IESU Common Stock
currently outstanding. During 1998, 1997 and 1996, IESU declared dividends on
its common stock of $19 million, $56 million and $44 million, respectively, to
its parent. IESU has the right under the terms of its Subordinated Deferrable
Interest Debentures, so long as an Event of Default (as defined therein) has not
occurred and is not continuing, to extend the interest payment period at any
time and from time to time on the Subordinated Deferrable Interest Debentures to
a period not exceeding 20 consecutive quarters. If IESU exercises its right to
extend the interest payment period, IESU may not, during any such extended
interest payment period, declare or pay dividends on, or redeem, purchase or
acquire, or make any liquidation payment with respect to, any of its capital
stock or make any guarantee payment with respect to the foregoing. IESU does not
intend to exercise its right to extend the interest payment period.
IEC is the sole common shareowner of all 13,236,601 shares of WP&L common stock
currently outstanding. During 1998, 1997 and 1996, WP&L paid dividends on its
common stock of $58 million, $58 million and $66 million, respectively, to its
parent. Under rate order UR-110, the PSCW ordered that it must approve the
payment of dividends by WP&L to IEC that are in excess of the level forecasted
in the rate order ($58.3 million), if such dividends would reduce WP&L's average
common equity ratio below 52.00% of total capitalization. The dividends paid by
WP&L to IEC since the rate order was issued have not exceeded the level
forecasted in the rate order.
On December 29, 1998, IEC issued 260,039 shares of IEC common stock to Alan R.
Staab in exchange for all the issued and outstanding common stock of Golden Gas
Production Company. The common stock issued by IEC was issued in a transaction
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended.
26
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Interstate Energy Corporation
- ----------------------------------------------------------------------------------------------------------------------------
1998* 1997** 1996** 1995** 1994**
- ----------------------------------------------------------------------------------------------------------------------------
Financial Information
(Dollars in thousands except for per share data)
- ----------------------------------------------------------------------------------------------------------------------------
Income Statement Data:
<S> <C> <C> <C> <C> <C>
Operating revenues $2,130,874 $2,300,627 $2,232,840 $1,976,807 $1,889,231
Operating expenses 1,847,572 1,964,244 1,867,401 1,611,875 1,575,723
Operating income 283,302 336,383 365,439 364,932 313,508
Income from continuing operations 96,675 144,578 157,088 159,157 147,064
Discontinued operations - - (1,297) (13,186) (1,174)
Net income 96,675 144,578 155,791 145,971 145,890
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock Data:
Weighted average common shares outstanding (000s) 76,912 76,210 75,481 74,680 73,751
Return on average common equity (1) 6.0% 9.5% 11.0% 10.5% 10.7%
Per Share Data:
Income from continuing operations $1.26 $1.90 $2.08 $2.13 $1.99
Discontinued operations - - ($0.02) ($0.18) ($0.01)
Earnings per average common share (basic and
diluted) $1.26 $1.90 $2.06 $1.95 $1.98
Dividends declared per common share (2) $2.00 $2.00 $1.97 $1.94 $1.92
Book value at year-end (1) $20.69 $21.24 $18.91 $18.70 $18.60
Market value at year-end (2) $32.25 $33.13 $28.13 $30.63 $27.38
- ----------------------------------------------------------------------------------------------------------------------------
Other Selected Financial Data:
Construction and acquisition expenditures $372,058 $328,040 $412,274 $375,184 $390,875
Total assets at year-end (1) $4,959,337 $4,923,550 $4,639,826 $4,476,406 $4,269,637
Long-term obligations, net $1,713,649 $1,604,305 $1,444,355 $1,357,755 $1,358,258
Times interest earned before income taxes 2.25X 2.90X 3.38X 3.36X 3.43X
Capitalization Ratios:
Common stock (1) 49% 51% 52% 51% 51%
Preferred and preference stock 4% 3% 4% 4% 4%
Long-term debt 47% 46% 44% 45% 45%
------------------------------------------------------------------
Total 100% 100% 100% 100% 100%
==================================================================
- ----------------------------------------------------------------------------------------------------------------------------
* The 1998 financial results reflect the recording of $54 million of pre-tax
merger-related charges.
** Financial results have been restated to reflect a change in accounting
method for IEC's oil and gas properties implemented in the third quarter of
1998 from the full cost method to the successful efforts method. Refer to
IEC's Note 1(i) of the "Notes to Consolidated Financial Statements" for
additional information regarding the restatement.
(1) In the third quarter of 1997, IEC began adjusting the carrying value of its
investments in McLeodUSA Inc. to its estimated fair value, pursuant to the
applicable accounting rules. At December 31, 1998, the adjustment reflected
an an unrealized gain of approximately $291 million with a net of tax
increase to common equity of $170 million.
(2) Represents data for WPL Holdings, Inc. for periods prior to the consummation
of the Merger.
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
IES Utilities Inc.
Year Ended December 31,
1998 1997 1996 1995 1994
--------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Operating revenues $ 806,930 $ 813,978 $ 754,979 $ 709,826 $ 685,366
Earnings available for common stock 60,996 57,879 62,815 58,364 60,296
Cash dividends declared on common stock 18,840 56,000 44,000 43,000 52,000
Total assets 1,788,978 1,768,929 1,765,044 1,697,803 1,634,733
Long-term obligations, net 677,804 688,719 560,199 517,538 530,275
The 1998 financial results reflect the recording of $17 million of pre-tax
merger-related charges.
Wisconsin Power and Light Company
<CAPTION>
Year Ended December 31,
1998 1997 1996 1995 1994
-------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Operating revenues $ 731,448 $ 794,717 $ 759,275 $ 689,672 $ 687,811
Earnings available for common stock 32,264 67,924 79,175 75,342 68,185
Cash dividends declared on common stock 58,341 58,343 66,087 56,778 55,911
Total assets 1,685,150 1,664,604 1,677,814 1,641,165 1,585,124
Long-term obligations, net 471,554 420,414 370,634 375,574 393,513
The 1998 financial results reflect the recording of $17 million of pre-tax
merger-related charges.
</TABLE>
28
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (MD&A)
MERGER
On April 21, 1998, IES Industries Inc. (IES), WPL Holdings, Inc. (WPLH) and
Interstate Power Company (IPC) completed a three-way merger (Merger) forming
Interstate Energy Corporation (IEC). IEC is currently doing business as Alliant
Energy Corporation. As a result of the Merger, the first tier subsidiaries of
IEC include: Wisconsin Power and Light Company (WP&L), IES Utilities Inc.
(IESU), IPC, Alliant Energy Resources, Inc. (Alliant Energy Resources) and
Alliant Energy Corporate Services, Inc. (Alliant Energy Corporate Services) (the
subsidiary formed to provide administrative services as required under the
Public Utility Holding Company Act of 1935 (PUHCA)). Among various other
regulatory constraints, IEC is operating as a registered public utility holding
company subject to the limitations imposed by PUHCA.
As part of the approval process for the Merger, IEC agreed to various rate
freezes and rate caps implemented in certain jurisdictions for periods not to
exceed four years commencing on the effective date of the Merger (see "Liquidity
and Capital Resources - Rates and Regulatory Matters" for a further discussion).
This MD&A includes information relating to IEC, IESU and WP&L (as well as IPC
and Alliant Energy Resources). Where appropriate, information relating to a
specific entity has been segregated and labeled as such. The financial results
described below reflect the consummation of the Merger accounted for as a
pooling of interests.
FORWARD-LOOKING STATEMENTS
Statements contained in this report (including MD&A) that are not of historical
fact are forward-looking statements intended to qualify for the safe harbors
from liability established by the Private Securities Litigation Reform Act of
1995. From time to time, IEC, IESU or WP&L may make other forward-looking
statements within the meaning of the federal securities laws that involve
judgments, assumptions and other uncertainties beyond the control of such
companies. These forward-looking statements may include, among others,
statements concerning revenue and cost trends, cost recovery, cost reduction
strategies and anticipated outcomes, pricing strategies, changes in the utility
industry, planned capital expenditures, financing needs and availability,
statements of expectations, beliefs, future plans and strategies, anticipated
events or trends and similar comments concerning matters that are not historical
facts. Investors and other users of the forward-looking statements are cautioned
that such statements are not a guarantee of future performance and that such
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in, or implied
by, such statements. Some, but not all, of the risks and uncertainties include
weather effects on sales and revenues, competitive factors, general economic
conditions in the relevant service territory, federal and state regulatory or
government actions, unanticipated construction and acquisition expenditures,
issues related to stranded costs and the recovery thereof, the operations of
IEC's nuclear facilities, unanticipated issues or costs associated with
achieving Year 2000 compliance, the ability of IEC to successfully integrate the
operations of the parties to the Merger and unanticipated costs associated
therewith, unanticipated difficulties in achieving expected synergies from the
Merger, unanticipated costs associated with certain environmental remediation
efforts being undertaken by IEC, technological developments, employee workforce
factors, including changes in key executives, collective bargaining agreements
or work stoppages, political, legal and economic conditions in foreign countries
IEC has investments in and changes in the rate of inflation.
UTILITY INDUSTRY OUTLOOK
IEC competes in an ever-changing utility industry. Set forth below is an
overview of this evolving marketplace.
Electric energy generation, transmission and distribution are in a period of
fundamental change in the manner in which customers obtain, and energy suppliers
provide, energy services. As legislative, regulatory, economic and technological
changes occur, electric utilities are facing increased numbers of alternative
suppliers. Such
29
<PAGE>
competitive pressures could result in loss of customers and an incurrence of
stranded costs (i.e., assets and other costs rendered unrecoverable as the
result of competitive pricing). To the extent stranded costs cannot be recovered
from customers, they would be borne by security holders.
Legislation which would allow customers to choose their electric energy supplier
is expected to be introduced in Iowa and Minnesota in 1999. IEC does not
currently expect similar legislation to be introduced in Wisconsin this year.
Nationwide, 16 states (including Illinois and Michigan) have decided to provide
for customer choice.
IEC realized 56%, 39%, 3% and 2% of its electric utility revenues in 1998, in
Iowa, Wisconsin, Minnesota and Illinois, respectively. Approximately 87% of the
electric revenues were regulated by the respective state commissions while the
other 13% were regulated by the Federal Energy Regulatory Commission (FERC). IEC
realized 58%, 36%, 3% and 3% of its gas utility revenues in Iowa, Wisconsin,
Minnesota and Illinois, respectively, during the same period.
IESU realized 100% of its electric and gas utility retail revenues in 1998 in
Iowa. Approximately 93% of the electric revenues in 1998 were regulated by the
Iowa Utilities Board (IUB) while the other 7% were regulated by the FERC.
WP&L realized 98% of its electric utility revenues in 1998 in Wisconsin and 2%
in Illinois. Approximately 79% of the electric revenues in 1998 were regulated
by the Public Service Commission of Wisconsin (PSCW) or the Illinois Commerce
Commission (ICC) while the other 21% were regulated by the FERC. WP&L realized
96% of its gas utility revenues in 1998 in Wisconsin and 4% in Illinois.
Federal Regulation
WP&L, IESU and IPC are subject to regulation by the FERC. The National Energy
Policy Act of 1992 addresses several matters designed to promote competition in
the electric wholesale power generation market. In 1996, FERC issued final rules
(FERC Orders 888 and 889) requiring electric utilities to open their
transmission lines to other wholesale buyers and sellers of electricity. In
March 1997, FERC issued orders on rehearing for Orders 888 and 889 (Orders 888-A
and 889-A). In response to FERC Orders 888 and 888-A, Alliant Energy Corporate
Services, on behalf of WP&L, IESU and IPC, filed an Open Access Transmission
Tariff that complies with the orders. Upon receiving the final merger-related
regulatory order, a compliance tariff was filed by Alliant Energy Corporate
Services with the FERC. This filing was made to comply with the FERC's merger
order. In response to FERC Orders 889 and 889-A, WP&L, IESU and IPC are
participating in a regional Open Access Same-Time Information System.
FERC Order 888 permits utilities to seek recovery of legitimate, prudent and
verifiable stranded costs associated with providing open access transmission
services. FERC does not have jurisdiction over retail distribution and,
consequently, the final FERC rules do not provide for the recovery of stranded
costs resulting from retail competition. The various states retain jurisdiction
over the question of whether to permit retail competition, the terms of such
retail competition, and the recovery of any portion of stranded costs that are
ultimately determined to have resulted from retail competition.
IEC and the utility subsidiaries cannot predict the long-term consequences of
these rules on their results of operations or financial condition.
In November 1998, IEC and Northern States Power Co. (NSP) announced plans to
develop an independent transmission company (ITC) to provide electric
transmission services to the Upper Midwest. The two companies are developing a
relationship by which NSP will create an independent transmission entity that,
in turn, will lease the transmission assets of IEC. The independent entity is
expected to be publicly traded and have its own board of directors, management
and employees. In February 1999, the Nebraska Public Power District signed an
agreement with IEC and NSP to share information and discuss how they might
participate in the proposed ITC.
30
<PAGE>
IEC expects to file with the PSCW, FERC and Minnesota Public Utilities
Commission (MPUC) in the second quarter of 1999 for permission to lease its
transmission assets to the ITC. Filings will also be made at the IUB and ICC at
a later time. The first FERC filing will also include a tariff designed to allow
for open and economical delivery of electric power throughout the region. The
tariff will be available to non-ITC participants as well as ITC members.
Although no assurance can be given, IEC and NSP currently believe they can have
the ITC established in the year 2000.
IEC had originally filed to participate in the Midwest Independent System
Operator (Midwest ISO) which was conditionally approved by the FERC on September
16, 1998. However, as a result of the ITC announcement, IEC has withdrawn its
Midwest ISO membership.
State Regulation
Iowa
IESU and IPC are subject to regulation by the IUB. The IUB has issued an order
covering unbundling of natural gas rates for all Iowa customers. In the first
quarter of 1999, the IUB conducted workshops concerning this unbundling as well
as allowing choice of the supplier of the natural gas for the small volume
natural gas customers. Inasmuch as gas is a flow-through cost item in Iowa, and
IEC would retain the margins on the delivery of the natural gas, the impact on
IEC of these potential changes is not expected to be material.
The IUB has been reviewing all forms of competition in the electric utility
industry for several years. A group comprised of the IUB, IEC, MidAmerican
Energy Company (MAEC), the rural electric cooperatives, the municipal utilities
and Iowans for Choice in Electricity (a diverse group of industrial customers,
marketers, such as Enron, and a low income customer representative, among
others) has endorsed a bill that was agreed upon in February 1999. IEC expects
the bill to be introduced in the Iowa Legislature in March 1999. The bill is
opposed by the Office of Consumer Advocate, which is charged by Iowa law with
representation of all consumers generally.
The bill would allow choice of electric suppliers for all customers on May 1,
2002. It would freeze IESU's and IPC's Iowa regulated prices at January 1999
levels. The IUB could not order any rate reductions subsequent to the bill's
proposed effective date of June 1, 1999. It would allow, however, for
investor-owned utilities to propose increases due to exogenous factors (for
example, environmental compliance costs) in the generation cost component.
Assigned service territories would be maintained for the delivery function.
Delivery prices would be regulated, with the option available to propose
performance based rate making. Prices for generation and other retail services
would not be regulated, except for Standard Offer Service (SOS) pricing starting
May 2002 for all residential customers and non-residential customers with annual
usage of less than 25,000 kilowatt-hours (KWH). Pricing for SOS would initially
be at levels equivalent to prices as they exist today. SOS would continue until
at least December 31, 2005. The IUB would be able to terminate SOS if it were to
determine several conditions exist, including, most importantly, that effective
competition exists such that regulation is no longer necessary. If the IUB
continues SOS past December 31, 2005, then prices would be based upon
competitive bids. There are no price protections for non-residential customers
with usage greater than 25,000 KWH annually, with the exception of transitional
service. Transitional service would exist for no longer than one year, until May
1, 2003, at prices the IUB determines to be "just and reasonable." Currently
existing automatic fuel adjustment clauses for recovery of fuel costs would be
eliminated no later than May 2002. A "nuclear-only" fuel adjustment would be
permitted with increased prices effective immediately if an electric company's
nuclear plant is not operational due to exogenous factors.
Transition cost is the difference between the revenues that would have been
collected pursuant to an electric company's revenue requirement existing as of
January 1, 1999, and market prices for the period 2002 through 2005. These
differences would be afforded 80% recovery in 2002, 70% in 2003, 60% in 2004 and
50% in 2005. Effective January 1, 2006, transition cost recovery would end. In
lieu of accepting this transition cost recovery mechanism, an electric utility
may elect to divest itself of its generation assets, including power supply
contracts. In such case, the utility would be given an opportunity to be "made
whole" for recovery of embedded costs with the possibility for shareowners to
retain the amount realized from the sale of the assets beyond the sum of
depreciated book value
31
<PAGE>
and unfunded decommissioning. A divestiture plan would be filed with the IUB no
later than January 1, 2000, with IUB approval or modification by July 1, 2000.
The utility would have until September 30, 2000, to revoke its election.
Costs of start-up, including computer systems and employee transition costs,
would be recoverable over a ten-year period, as approved by the IUB. The
difference between regulatory assets and liabilities would be fully recoverable
as a delivery charge. Nuclear decommissioning costs would be fully recoverable.
IEC is unable to predict if this legislation will be enacted in 1999 or what
modifications, if any, may be made to the proposed bill.
Wisconsin
WP&L is subject to regulation by the PSCW. 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 accommodate competition
but not create it." The PSCW has followed a measured approach to restructuring
the natural gas industry in Wisconsin. The PSCW has determined that customer
classes will be deregulated (i.e., the gas utility would no longer have an
obligation to procure gas commodity for customers, but would still have a
delivery obligation) in a step-wise manner, after each class has been
demonstrated to have a sufficient number of gas suppliers available. A number of
working groups have been established by the PSCW and these working groups are
addressing numerous issues which need to be resolved before deregulation may
proceed.
The short-term goals of the electric restructuring process are to ensure
reliability of the state's electric system and development of a robust wholesale
electric market. The longer-term goal is to establish prerequisite safeguards to
protect customers prior to allowing retail customer choice.
The PSCW has issued an order outlining its policies and principles for Public
Benefits (low-income assistance, energy efficiency, renewable generation and
environmental research and development) including funding levels, administration
of the funds and how funds should be collected from customers. The PSCW has
proposed increasing annual funding levels primarily through utility rates by $50
to $75 million statewide.
In May 1998, the PSCW reactivated Docket No. 05-BU-101, with the objective of
examining the degree of separation which should be required as a matter of
policy between utility and non-utility activities involving the various state
utilities. Hearings were held in the fourth quarter of 1998 but a final decision
by the PSCW has not been issued yet. A future phase of the docket will
investigate the standards of conduct that should govern relationships and
transactions between a utility and its affiliates.
It is anticipated that there will be legislative proposals introduced in the
1999-2000 legislative session on issues dealing with restructuring, including
affiliated interest, public benefits, competition and others. It is impossible
to predict at this time the scope or the possibility of enactment of such
proposals.
Minnesota
IPC is subject to regulation by the MPUC. The MPUC established an Electric
Competition Working Group in April 1995. On October 28, 1997, the Working Group
issued a report and recommendations on retail competition. The MPUC reviewed the
report and directed its staff to develop an electric utility restructuring plan
and timeline. It does not appear that any restructuring legislation will be
passed in 1999.
Illinois
IPC and WP&L are subject to regulation by the ICC. In December 1997, the State
of Illinois passed electric deregulation legislation requiring customer choice
of electric suppliers for non-residential customers with loads of four megawatts
or larger and for approximately one-third of all other non-residential customers
starting October 1, 1999. All remaining non-residential customers will be
eligible for customer choice beginning December 31, 2000
32
<PAGE>
and all residential customers will be eligible for customer choice beginning May
1, 2002. The new legislation is not expected to have a significant impact on
IEC's results of operations or financial condition given the relatively small
size of IEC's Illinois operations.
Accounting Implications
Each of the utilities complies with the provisions of Statement of Financial
Accounting Standards (SFAS) 71, "Accounting for the Effects of Certain Types of
Regulation." SFAS 71 provides that rate-regulated public utilities record
certain costs and credits allowed in the rate making process in different
periods than for nonregulated entities. These are deferred as regulatory assets
or regulatory liabilities and are recognized in the consolidated statements of
income at the time they are reflected in rates. If a portion of the utility
subsidiaries' operations becomes no longer subject to the provisions of SFAS 71
as a result of competitive restructurings or otherwise, a write-down of related
regulatory assets and possibly other charges would be required, unless some form
of transition cost recovery is established by the appropriate regulatory body
that would meet the requirements under generally accepted accounting principles
for continued accounting as regulatory assets during such recovery period. In
addition, each utility subsidiary would be required to determine any impairment
of other assets and write-down any impaired assets to their fair value. The
utility subsidiaries believe they currently meet the requirements of SFAS 71.
Positioning for a Competitive Environment
IEC and its subsidiaries cannot currently predict the long-term consequences of
the competitive and restructuring issues described above on their results of
operations or financial condition. The major objective is to allow the company
to compete successfully in a competitive, deregulated utility industry. The
strategy for dealing with these emerging issues includes seeking growth
opportunities, forming strategic alliances with other energy-related businesses,
continuing to offer quality customer service, initiating ongoing cost reductions
and productivity enhancements and developing new products and services.
As competitive forces shape the energy-services industry, energy providers will
face challenges to continued growth. Since consumption of electricity or natural
gas is expected to grow only modestly within IEC's utility service territory,
IEC has entered several markets that provide opportunities for new sources of
earnings growth.
In addition to Alliant Energy Resources' existing businesses, IEC has launched
four distinct platforms designed to meet customer needs throughout the Midwest,
the nation and the world. These platforms include:
Alliant Energy Industrial Services, a provider of energy and
environmental services designed to maximize productivity for industrial
and large commercial customers;
Alliant Energy International, a partner in developing energy generation
and infrastructure in growing markets throughout the world;
Alliant Energy Retail Services, encompassing a wide array of products
and services designed to meet the comfort, security and productivity
needs of residential and small commercial customers; and
Cargill-Alliant Energy, an energy-trading joint venture that combines
the superior risk-management and commodity trading expertise of Cargill
Incorporated (Cargill), one of the world's largest and most established
commodity trading firms, with IEC's low-cost electric-generation and
transmission business experience.
IEC believes that each of these four platforms provides unique prospects for
growth both individually and collectively as the competitive energy-services
marketplace evolves.
33
<PAGE>
IEC RESULTS OF OPERATIONS
Overview
IEC's net income for each of the last three years was as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Earnings excluding merger-related charges -
Net income (in thousands) $131,264 $146,169 $159,250
Earnings per share $1.71 $1.92 $2.11
Pre-tax merger-related charges (in thousands) $54,045 $2,448 $5,670
Earnings as reported -
Net income (in thousands) $96,675 $144,578 $155,791
Earnings per share $1.26 $1.90 $2.06
</TABLE>
The above financial information reflects the consummation of the Merger on April
21, 1998, as a pooling of interests. The merger-related charges were primarily
for employee retirements and separations, the services of IEC's advisors, costs
related to IEC's name change and other miscellaneous costs. IEC's utility
operations reported net income of $109.5 million in 1998, $152.5 million for
1997 and $167.9 million in 1996. Excluding merger-related expenses, the utility
earnings were approximately $140.7 million, $153.8 million and $170.8 million in
1998, 1997 and 1996, respectively. The decrease in utility earnings (excluding
merger-related expenses) in 1998 resulted primarily from higher purchased-power
and transmission costs at WP&L, a 15.7 percent decrease in retail natural gas
sales largely due to milder weather conditions in 1998 compared to 1997, a $9
million regulatory asset write-off at IESU, increased expenses for Year 2000
readiness efforts, higher injuries and damages expenses and increased
depreciation expenses. These decreases were partially offset by a 2 percent
increase in retail electricity sales volumes, largely due to continued economic
growth within IEC's service territory, lower purchased-power capacity costs at
IESU and IPC, reduced employee pension and benefits costs, and lower costs in
1998 due to merger-related operating efficiencies. A loss incurred on the
disposition of an investment in 1997 at IESU also enhanced the 1998 earnings
compared to 1997.
IEC's nonregulated operations (Alliant Energy Resources) reported net losses of
approximately $8.9 million, $4.0 million and $3.1 million in 1998, 1997 and
1996, respectively. Excluding merger-related expenses, the nonregulated
operations net losses were approximately $6.3 million, $3.9 million and $2.6
million in 1998, 1997 and 1996, respectively. The decrease in 1998 earnings
(excluding merger-related expenses) was due to lower oil and gas prices at
Whiting Petroleum Corp. (Whiting), IEC's Denver-based oil and gas subsidiary,
continuing expenses for new business development in international and domestic
markets, higher interest expense to fund IEC's growth and the pursuit of other
business opportunities, and a modest loss from IEC's electricity trading joint
venture. A tax benefit realized in 1997 from a donation of securities to IEC's
charitable foundation also contributed to the lower earnings in 1998 compared to
1997. Increased earnings from IEC's industrial services businesses as well as
gains realized on asset sales partially offset these items.
The 1997 decrease in utility earnings was primarily due to increased operating
expenses, higher interest expense, rate decreases implemented at WP&L and IPC in
1997, the loss on the investment disposition at IESU in 1997 and the recognition
of a gain on the sale of a combustion turbine in 1996 at WP&L. Partially
offsetting this decrease were increased retail electric sales and costs incurred
in 1996 relating to the successful defense of a hostile takeover attempt of IES
by MAEC.
The decrease in nonregulated earnings in 1997 was primarily due to lower
earnings at Whiting, business development expenses in international and domestic
growth areas and a 1996 gain on the sale of an investment in assisted living
properties. Partially offsetting these items were improved performance in the
energy marketing businesses and the 1997 tax benefit resulting from the donation
of securities.
34
<PAGE>
Electric Utility Operations
Electric margins and megawatt-hour (MWH) sales for IEC for 1998 and 1997 were as
follows:
<TABLE>
<CAPTION>
Revenues and Costs MWHs Sold
(in thousands) (in thousands)
------------------------------ ----------------------------
1998 1997 Change 1998 1997 Change
--------------- ------------- --------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Residential $ 519,687 $ 509,207 2% 6,674 6,699 -
Commercial 330,693 320,308 3% 5,095 4,996 2%
Industrial 477,241 455,912 5% 12,718 12,320 3%
--------------- ------------- ------------- -------------
Total from ultimate customers 1,327,621 1,285,427 3% 24,487 24,015 2%
Sales for resale 199,128 192,346 4% 7,189 6,768 6%
Other 40,693 37,980 7% 158 161 (2%)
--------------- ------------- ------------- -------------
Total 1,567,442 1,515,753 3% 31,834 30,944 3%
============= ============= =========
Electric production fuels 283,866 265,105 7%
Purchased-power 255,332 256,306 -
--------------- -------------
Margin $ 1,028,244 $ 994,342 3%
=============== ============= =========
<CAPTION>
Electric margins and MWH sales for IEC for 1997 and 1996 were as follows:
<CAPTION>
Revenues and Costs MWHs Sold
(in thousands) (in thousands)
------------------------------ ----------------------------
1997 1996 Change 1997 1996 Change
--------------- ------------- --------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Residential $ 509,207 $ 494,649 3% 6,699 6,668 -
Commercial 320,308 308,480 4% 4,996 4,878 2%
Industrial 455,912 428,726 6% 12,320 11,666 6%
--------------- ------------- ------------- -------------
Total from ultimate customers 1,285,427 1,231,855 4% 24,015 23,212 3%
Sales for resale 192,346 181,365 6% 6,768 7,459 (9%)
Other 37,980 27,155 40% 161 161 -
--------------- ------------- ------------- -------------
Total 1,515,753 1,440,375 5% 30,944 30,832 -
============= ============= =========
Electric production fuels 265,105 246,638 7%
Purchased-power 256,306 231,014 11%
--------------- -------------
Margin $ 994,342 $ 962,723 3%
=============== ============= =========
</TABLE>
Electric margin increased $33.9 million, or 3%, and $31.6 million, or 3%, for
1998 and 1997, respectively. The increase for both periods was primarily due to
the recovery of concurrent and previously deferred expenditures for
Iowa-mandated energy efficiency programs, reduced purchased-power capacity costs
at IESU and IPC and higher sales volumes to ultimate customers. The recovery for
energy efficiency programs in Iowa is in accordance with IUB orders (a portion
of these recoveries is also amortized to expense in other operation expenses).
Electric revenues included increased recoveries for energy efficiency program
costs in Iowa of $25.8 million and $16.8 million for 1998 and 1997,
respectively. The increased sales volumes were primarily due to continued
economic growth within the IEC service territory. Weather normalized sales
volumes (excluding off-system sales) increased approximately 2.4% in 1998
compared to an actual increase of 1.7%.
The 1998 increase in margin was partially offset by a lower margin at WP&L and
rate decreases implemented at WP&L and IPC in 1997. The lower margin at WP&L,
which was partially offset by an increase in retail sales, was also due to:
a) Purchased-power and transmission costs - such costs have increased
significantly because of stricter
35
<PAGE>
reliability requirements and higher transmission costs due to system
constraints in Wisconsin. Recovery of such increased costs in Wisconsin
generally involves regulatory lag between the time of the cost increase and
the time a rate increase is implemented. The PSCW granted WP&L an annual
rate increase of $15 million in July 1998 related to these cost increases.
In addition, WP&L made a filing with the PSCW in November 1998 seeking
another rate increase for higher purchased-power and transmission costs.
(Refer to "Rates and Regulatory Matters" for a further discussion of this
filing). The effect of these 1998 cost increases was partially offset by
WP&L's reliance on more costly purchased-power in the first six months of
1997 due to various power plant outages, particularly the Kewaunee Nuclear
Power Plant (Kewaunee).
b) Lower off-system sales income - due to the transmission constraints,
increased native demand, a more active bulk power market, which resulted in
lower bulk power margins, and the implementation of a merger-related joint
sales agreement (effective with the consummation of the Merger, the margins
resulting from IEC's off-system sales are allocated among IESU, IPC and
WP&L). Pursuant to rate making provisions, bulk power margins at IESU and
IPC are returned to ratepayers through their fuel adjustment clauses.
An increase in off-system sales at WP&L in 1997 also contributed to the 1997
margin increase. The impact of the power plant outages at WP&L in 1997 and the
rate decreases implemented at WP&L and IPC in 1997 partially offset the 1997
margin increase.
IESU's and IPC's electric tariffs include energy adjustment clauses (EAC) that
are designed to currently recover the costs of fuel and the energy portion of
purchased-power billings (see Note 1(k) of the "Notes to Consolidated Financial
Statements" for discussion of the EAC).
Gas Utility Operations
Gas margins and dekatherm (Dth) sales for IEC for 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
Revenues and Costs Dekatherms Sold
(in thousands) (in thousands)
--------------------------- ---------------------------
1998 1997 Change 1998 1997 Change
------------- ------------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Residential $ 175,603 $ 225,542 (22%) 28,378 33,894 (16%)
Commercial 85,842 115,858 (26%) 17,760 21,142 (16%)
Industrial 20,204 27,393 (26%) 5,507 6,217 (11%)
Transportation and other 13,941 25,114 (44%) 52,389 56,719 (8%)
------------- ------------- ----------- -------------
Total 295,590 393,907 (25%) 104,034 117,972 (12%)
============ ============= =========
Cost of gas sold 166,453 259,222 (36%)
------------- -------------
Margin $ 129,137 $ 134,685 (4%)
============= ============= =========
Gas margins and Dth sales for IEC for 1997 and 1996 were as follows:
<CAPTION>
Revenues and Costs Dekatherms Sold
(in thousands) (in thousands)
--------------------------- ---------------------------
1997 1996 Change 1997 1996 Change
------------- ------------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Residential $ 225,542 $ 216,268 4% 33,894 37,165 (9%)
Commercial 115,858 108,187 7% 21,142 22,613 (7%)
Industrial 27,393 27,569 (1%) 6,217 6,856 (9%)
Transportation and other 25,114 23,931 5% 56,719 55,240 3%
------------- ------------- ---------------------------
Total 393,907 375,955 5% 117,972 121,874 (3%)
============ ============= =========
Cost of gas sold 259,222 240,324 8%
------------- -------------
Margin $ 134,685 $ 135,631 (1%)
============= ============= =========
</TABLE>
36
<PAGE>
Gas margin decreased $5.5 million, or 4%, and decreased $0.9 million, or 1%, for
1998 and 1997, respectively. Dth sales declined by 12% and 3% for 1998 and 1997,
respectively, largely due to milder weather. A rate reduction implemented in
April 1997 at WP&L also contributed to the decrease in margin for 1998 and 1997.
Partially offsetting the decline in margin for 1998 and 1997 were higher
revenues from the recovery of concurrent and previously deferred energy
efficiency expenditures for Iowa-mandated energy efficiency program costs in
accordance with IUB orders (a portion of these recoveries is also amortized to
expense in other operation expenses) and gas cost adjustments at IPC. Gas
revenues included increased recoveries for energy efficiency program costs in
Iowa of $6.3 million and $4.0 million for 1998 and 1997, respectively.
IESU's and IPC's gas tariffs include purchased gas adjustment (PGA) clauses that
are designed to currently recover the cost of utility gas sold (see Note 1(k) of
the "Notes to Consolidated Financial Statements" for a discussion of the PGA).
Nonregulated and Other Revenues
Nonregulated and other revenues for 1998, 1997 and 1996 were as follows (in
millions):
1998 1997 1996
------------- ----------- ------------
Environmental and engineering services $ 73 $ 78 $ 85
Oil and gas production 65 69 66
Transportation, rents and other 46 46 35
Nonregulated energy 40 151 192
Steam 27 29 24
Affordable housing 12 13 11
Water 5 5 4
------------- ----------- ------------
$268 $391 $417
============= =========== ============
The revenues for nonregulated energy declined significantly in 1998 primarily
due to decreased low-margin gas marketing activities and the transfer of the
electricity trading business to the Cargill joint venture in July 1997, which
markets electricity and risk management services to wholesale customers. IEC's
investment in the joint venture is accounted for under the equity method of
accounting. Oil and gas production revenues declined in 1998 primarily due to
significantly lower oil and gas prices, largely offset by a significant increase
in gas volumes sold.
In 1997, nonregulated energy revenues declined primarily due to the formation of
the joint venture with Cargill as described above. Transportation, rents and
other revenues increased primarily as a result of the acquisition of a gas
gathering system in Texas in 1997. Environmental and engineering services
revenues declined due to a softening market.
Operating Expenses
Other operation expenses for 1998, 1997 and 1996 were as follows (in millions):
1998 1997 1996
--------------------------------------
Utility-WP&L/IESU/IPC $421 $358 $340
Nonregulated and other 199 324 357
--------------------------------------
$620 $682 $697
======================================
Other operation expenses at the utility subsidiaries increased $63 million in
1998, including $34 million of merger-related expenses. The merger-related
expenses were primarily for employee retirements, separations and relocations.
In addition, increased energy efficiency expenses in Iowa, a write-off of $9
million of certain employee benefits related regulatory assets at IESU which
were deemed no longer probable of recovery, higher administrative and general
expenses at WP&L, higher injuries and damages expenses and increased expenses
for Year 2000 readiness efforts also contributed to the increase. The increase
was partially offset by reduced employee pension
37
<PAGE>
and benefit expenses, reduced conservation expense at WP&L, lower costs
resulting from merger-related operating efficiencies and reduced nuclear
operation expenses at IESU. In 1997, other operation expenses at the utility
subsidiaries increased $18 million primarily due to increased amortization of
previously deferred energy efficiency expenditures in Iowa. These expenses were
partially offset by a reduction in conservation expense at WP&L in accordance
with an April 1997 rate order.
Other operation expenses at the nonregulated businesses decreased $125 million
in 1998 primarily due to the formation of the Cargill joint venture. These
reductions in other operation expenses were partially offset by $3 million of
merger-related costs and continuing expenses for new business development in
international and domestic markets. Other operation expenses decreased $33
million in 1997 primarily due to the joint venture with Cargill and also reduced
activity in the environmental and engineering services businesses and the energy
marketing business. These decreases were partially offset by higher operating
expenses at Whiting.
Maintenance expenses decreased slightly in 1998 primarily due to reduced
expenses at fossil-fueled plants, which was virtually offset by increased
maintenance at the nuclear plants. Maintenance expenses increased $11.5 million
in 1997 primarily due to increased nuclear maintenance expenses, higher
transmission and distribution expenses at IESU and increased maintenance at
fossil-fueled plants.
Depreciation and amortization expense increased $19.8 million and $27.3 million
in 1998 and 1997, respectively, primarily as a result of utility property
additions. The increase in 1998 was also due to a Kewaunee surcharge (which is
recorded in depreciation and amortization expense with a corresponding increase
in revenues resulting in no impact on earnings). Higher depreciation rates
implemented at WP&L in January 1997 and higher depreciation and amortization
expenses at Whiting also contributed to the 1997 increase.
Interest Expense and Other
Interest expense increased $6.8 million in 1998 due to higher utility and
nonregulated borrowings during 1998 and an adjustment to decrease interest
expense in 1997 relating to a tax audit settlement at WP&L. Interest expense
increased $9.2 million in 1997 primarily due to the change in the amount of debt
outstanding.
Miscellaneous, net income decreased $13.2 million in 1998 primarily due to $17
million of merger-related expenses, for the services of IEC's advisors and costs
related to IEC's name change, and a modest loss from IEC's electricity trading
joint venture. Gains realized on asset sales in 1998 partially offset these
items. The 1997 results included a loss incurred on the disposition of an
investment at IESU. The increase in income in 1997 was due to costs incurred in
1996 related to the successful defense of the hostile takeover attempt at IES.
This was partially offset by the investment disposition loss at IESU in 1997, a
gain on the sale of a combustion turbine at WP&L in 1996 and the gain on a sale
of an investment in assisted living properties in 1996.
Income Taxes
IEC's income tax expense decreased $23.6 million and $24.0 million in 1998 and
1997, respectively, primarily due to lower pre-tax income. See Note 6 of the
"Notes to Consolidated Financial Statements" for details on the effective tax
rate changes.
IESU RESULTS OF OPERATIONS
Overview
IESU's earnings available for common stock increased $3.1 million and decreased
$4.9 million in 1998 and 1997, respectively. The increased earnings for 1998
were primarily due to a 2 percent increase in retail electricity sales volumes,
largely due to continued economic growth in IESU's service territory, lower
purchased-power capacity costs, reduced employee pension and benefits costs and
lower costs in 1998 due to merger-related operating efficiencies. A loss
incurred on the disposition of an asset in 1997 also improved 1998 earnings
compared to 1997. Partially offsetting
38
<PAGE>
the higher 1998 earnings were merger-related expenses, a $9 million write-off of
a regulatory asset, decreased gas sales resulting from milder weather, increased
depreciation and amortization expenses and increased expenses for Year 2000
readiness efforts. The decreased earnings for 1997 were primarily due to
increased operating expenses, higher interest expense and a loss on the
investment disposition in 1997. Such items were partially offset by increased
electric sales (excluding off-system sales) resulting from continuing growth in
IESU's service territory and the nonrecurrence of costs incurred in 1996 related
to the successful defense of a hostile takeover attempt of IES by MAEC.
Electric Utility Operations
- ---------------------------
<TABLE>
<CAPTION>
Electric margins and MWH sales for IESU for 1998 and 1997 were as follows:
Revenues and Costs MWHs Sold
(in thousands) (in thousands)
--------------------------- ---------------------------
1998 1997 Change 1998 1997 Change
------------- ------------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Residential $232,662 $ 227,496 2% 2,661 2,682 (1%)
Commercial 168,672 162,626 4% 2,465 2,378 4%
Industrial 181,369 177,890 2% 4,872 4,743 3%
------------- ------------- ------------ -------------
Total from ultimate customers 582,703 568,012 3% 9,998 9,803 2%
Sales for resale 45,453 25,719 77% 1,763 794 122%
Other 11,267 10,539 7% 42 43 (2%)
------------- ------------- ------------ -------------
Total 639,423 604,270 6% 11,803 10,640 11%
============ ============= =========
Electric production fuels 99,362 92,891 7%
Purchased-power 71,637 74,098 (3%)
------------- -------------
Margin $468,424 $ 437,281 7%
============= ============= =========
Electric margins and MWH sales for IESU for 1997 and 1996 were as follows:
<CAPTION>
Revenues and Costs MWHs Sold
(in thousands) (in thousands)
--------------------------- ---------------------------
1997 1996 Change 1997 1996 Change
------------- ------------- --------- ------------ ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Residential $ 227,496 $ 213,838 6% 2,682 2,642 2%
Commercial 162,626 153,163 6% 2,378 2,315 3%
Industrial 177,890 160,477 11% 4,743 4,436 7%
------------- ------------- ------------ -------------
Total from ultimate customers 568,012 527,478 8% 9,803 9,393 4%
Sales for resale 25,719 37,384 (31%) 794 1,746 (55%)
Other 10,539 9,411 12% 43 46 (7%)
------------- ------------- ------------ -------------
Total 604,270 574,273 5% 10,640 11,185 (5%)
============ ============= ========
Electric production fuels 92,891 74,608 25%
Purchased-power 74,098 88,350 (16%)
------------- -------------
Margin $ 437,281 $ 411,315 6%
============= ============= =========
</TABLE>
Electric margin increased $31.1 million, or 7%, and $26.0 million, or 6%, for
1998 and 1997, respectively, primarily due to the recovery of concurrent and
previously deferred expenditures for Iowa-mandated energy efficiency programs,
increases in sales volumes to ultimate customers due to economic growth in the
service territory and reduced purchased-power capacity costs. The recovery for
energy efficiency programs in Iowa is in accordance with IUB orders (a portion
of these recoveries is also amortized to expense in other operation expense).
Electric revenues included increased recoveries for energy efficiency program
costs of approximately $15 million and $11 million for 1998 and 1997,
respectively. Sales for resale increased significantly for 1998 as a result of
the implementation of a
39
<PAGE>
merger-related joint sales agreement during the second quarter of 1998
(off-system sales revenues are passed through IESU's energy adjustment clause
and therefore have no impact on electric margin). Refer to "Rates and Regulatory
Matters" for a further discussion. The decrease in sales for resale in 1997 was
primarily due to the implementation of FERC Orders 888 and 888-A.
Weather normalized sales volumes (excluding off-system sales) increased
approximately 3.0% and 3.1% in 1998 and 1997, respectively, compared to actual
increases of 2.2% and 3.8% for the same periods.
IESU's electric tariffs include EAC's that are designed to currently recover the
costs of fuel and the energy portion of purchased-power billings. Refer to Note
1(k) of IEC's "Notes to Consolidated Financial Statements" for discussion of the
EAC.
Gas Utility Operations
Gas margins and Dth sales for IESU for 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
Revenues and Costs Dekatherms Sold
(in thousands) (in thousands)
--------------------------- ---------------------------
1998 1997 Change 1998 1997 Change
------------- ------------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Residential $ 86,821 $ 110,663 (22%) 13,803 16,317 (15%)
Commercial 39,928 54,383 (27%) 8,272 9,602 (14%)
Industrial 10,422 13,961 (25%) 3,089 3,318 (7%)
Transportation and other 4,108 4,510 (9%) 11,316 10,321 10%
------------- ------------- ------------ -------------
Total 141,279 183,517 (23%) 36,480 39,558 (8%)
============ ============= =========
Cost of gas sold 84,642 126,631 (33%)
------------- -------------
Margin $ 56,637 $ 56,886 -
============= ============= =========
Gas margins and Dth sales for IESU for 1997 and 1996 were as follows:
<CAPTION>
Revenues and Costs Dekatherms Sold
(in thousands) (in thousands)
--------------------------- ---------------------------
1997 1996 Change 1997 1996 Change
------------- ------------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Residential $ 110,663 $ 97,708 13% 16,317 17,680 (8%)
Commercial 54,383 46,966 16% 9,602 10,323 (7%)
Industrial 13,961 12,256 14% 3,318 3,796 (13%)
Transportation and other 4,510 3,934 15% 10,321 10,341 -
------------- ------------- ------------ -------------
Total 183,517 160,864 14% 39,558 42,140 (6%)
Cost of gas sold 126,631 103,877 22% ============ ============= =========
------------- -------------
Margin $ 56,886 $ 56,987 -
============= ============= =========
</TABLE>
Gas margin decreased by $0.2 million and $0.1 million for 1998 and 1997,
respectively, primarily from reduced sales as a result of milder weather which
were substantially offset by the recovery of concurrent and previously deferred
energy efficiency expenditures for Iowa-mandated energy efficiency program costs
in accordance with IUB orders (a portion of these recoveries is also amortized
to expense in other operation expenses). Gas revenues included increased
recoveries for energy efficient program costs of $4.2 million and $2.4 million
for 1998 and 1997, respectively. Lower grain drying related sales also
contributed to the decrease in sales in 1997.
IESU's gas tariffs include PGA clauses that are designed to currently recover
the cost of gas sold. Refer to IEC's Note 1(k) of the "Notes to Consolidated
Financial Statements" for discussion of the PGA.
40
<PAGE>
Operating Expenses
IESU's other operation expenses increased $26.5 million and $13.4 million for
1998 and 1997, respectively. The 1998 increases were primarily due to $10.5
million of merger-related expenses, increased amortization of previously
deferred energy efficiency expenditures, a $9 million regulatory asset write-off
and increased Year 2000 compliance costs. The merger-related expenses were
primarily for employee retirements, separations and relocations. The regulatory
asset write-off stemmed from management no longer being able to assert that rate
recovery of certain employee benefits costs was probable given the existing
merger-related price freeze in effect as well as other factors. These items were
partially offset by lower nuclear operation expenses, reduced employee pension
and benefit costs and lower costs resulting from merger-related operating
efficiencies. The increase in 1997 was primarily due to increased amortization
of previously deferred energy efficiency expenditures and costs related to an
early retirement program, which were partially offset by lower employee labor
and benefit costs.
Maintenance expenses decreased $1.8 million and increased $8.0 million in 1998
and 1997, respectively. The decrease in 1998 was due to reduced fossil-fueled
maintenance expenses, which were partially offset by higher nuclear maintenance
expenses. The increase in 1997 was primarily due to increased nuclear
maintenance expenses, higher transmission and distribution maintenance
expenditures and increased maintenance at the fossil-fueled generating stations.
Depreciation and amortization expenses increased $4.2 million and $4.8 million
for 1998 and 1997, respectively, primarily due to property additions.
Interest Expense and Other
Interest expense decreased $0.4 million and increased $9.1 million in 1998 and
1997, respectively. The 1997 increase was primarily due to increases in the
average amount of debt outstanding and changes in interest accruals related to
income tax audits.
Miscellaneous, net expense increased $0.3 million and decreased $5.0 million for
1998 and 1997, respectively. The increase in 1998 resulted primarily from $6.0
million of merger-related expenses which were substantially offset by the
write-off of an investment in 1997 and a gain on an asset sale in 1998. The
decrease in 1997 was also due to costs incurred in 1996 related to the
successful defense of the hostile takeover attempt of IES.
Income Taxes
The effective income tax rates were 40.1%, 41.8% and 40.3% in 1998, 1997 and
1996, respectively (see Note 6 of the "Notes to Consolidated Financial
Statements" for a discussion of the changes).
WP&L RESULTS OF OPERATIONS
Overview
WP&L's earnings available for common stock decreased $35.7 million and $11.3
million in 1998 and 1997, respectively. The decreased earnings for 1998 were
primarily due to merger-related expenses, higher purchased-power and
transmission costs, higher depreciation and amortization expenses, decreased
retail natural gas sales largely due to milder weather, higher injuries and
damages expenses, higher interest expense and a higher effective tax rate. These
decreases were partially offset by a 3 percent increase in retail electricity
sales volumes, largely due to continued economic growth within WP&L's service
territory, reduced employee pension and benefit costs and lower costs in 1998
due to merger-related operating efficiencies. The decreased earnings for 1997
were primarily due to lower gas and electric margins, higher depreciation
expense, higher interest expense and the recognition of a gain on the sale of a
combustion turbine in 1996.
41
<PAGE>
Electric Utility Operations
- ---------------------------
<TABLE>
<CAPTION>
Electric margins and MWH sales for WP&L for 1998 and 1997 were as follows:
Revenues and Costs MWHs Sold
(in thousands) (in thousands)
--------------------------- ---------------------------
1998 1997 Change 1998 1997 Change
------------- ------------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Residential $198,770 $ 199,633 - 2,964 2,974 -
Commercial 108,724 107,132 1% 1,898 1,878 1%
Industrial 162,771 152,073 7% 4,493 4,256 6%
------------- ------------- ------------ -------------
Total from ultimate customers 470,265 458,838 2% 9,355 9,108 3%
Sales for resale 128,536 160,917 (20%) 4,492 5,824 (23%)
Other 15,903 14,388 11% 59 60 (2%)
------------- ------------- ------------ -------------
Total 614,704 634,143 (3%) 13,906 14,992 (7%)
============ ============= =========
Electric production fuels 120,485 116,812 3%
Purchased-power 113,936 125,438 (9%)
------------- -------------
Margin $380,283 $ 391,893 (3%)
============= ============= =========
Electric margins and MWH sales for WP&L for 1997 and 1996 were as follows:
<CAPTION>
Revenues and Costs MWHs Sold
(in thousands) (in thousands)
--------------------------- ---------------------------
1997 1996 Change 1997 1996 Change
------------- ------------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Residential $ 199,633 $ 201,690 (1%) 2,974 2,980 -
Commercial 107,132 105,319 2% 1,878 1,814 4%
Industrial 152,073 143,734 6% 4,256 3,986 7%
------------- ------------- ------------ -------------
Total from ultimate customers 458,838 450,743 2% 9,108 8,780 4%
Sales for resale 160,917 131,836 22% 5,824 5,246 11%
Other 14,388 6,903 108% 60 57 5%
------------- ------------- ------------ -------------
Total 634,143 589,482 8% 14,992 14,083 6%
============ ============= =========
Electric production fuels 116,812 114,470 2%
Purchased-power 125,438 81,108 55%
------------- -------------
Margin $ 391,893 $ 393,904 (1%)
============= ============= =========
</TABLE>
Electric margin decreased $11.6 million, or 3%, and $2.0 million, or 1%, during
1998 and 1997, respectively. The 1998 decline in margin was due to:
a) Purchased-power and transmission costs - such costs have increased
significantly because of stricter reliability requirements and higher
transmission costs due to system constraints in Wisconsin. Recovery of such
increased costs in Wisconsin generally involves regulatory lag between the
time of the cost increase and the time a rate increase is implemented. The
PSCW granted WP&L an annual rate increase of $15 million in July 1998
related to these cost increases. In addition, WP&L made a filing with the
PSCW in November 1998 seeking another rate increase for higher
purchased-power and transmission costs. (Refer to "Rates and Regulatory
Matters" for a further discussion of this filing). The effect of these 1998
cost increases was partially offset by WP&L's reliance on more costly
purchased-power in the first six months of 1997 due to various power plant
outages, particularly Kewaunee.
b) Lower off-system sales income - due to the transmission constraints,
increased native demand, a more active bulk power market, which resulted in
lower bulk power margins, and the implementation of a merger-related
42
<PAGE>
joint sales agreement (effective with the consummation of the Merger, the
margins resulting from IEC's off-system sales are allocated among IESU, IPC
and WP&L).
A 2.4% retail rate decrease implemented at WP&L in April 1997 also contributed
to the lower electric margin in 1998. The increased sales to ultimate customers,
largely due to economic growth in WP&L's service territory, partially offset
these items. Weather normalized sales volumes (excluding off-system sales)
increased approximately 2.2% in 1998 compared to an actual increase of 1.3%.
The decrease in margin in 1997 was due to the rate decrease, milder weather
conditions in 1997 as compared to 1996 and WP&L's reliance on more costly
purchased power in 1997 due to the various power plant outages. These items were
partially offset by the increased commercial and industrial sales, an increase
in off-system sales in 1997 and higher revenues from conservation services.
Gas Utility Operations
- ----------------------
Gas margins and Dth sales for WP&L for 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
Revenues and Costs Dekatherms Sold
(in thousands) (in thousands)
--------------------------- ---------------------------
1998 1997 Change 1998 1997 Change
------------- ------------- --------- ------------ ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Residential $ 65,173 $ 84,513 (23%) 10,936 12,770 (14%)
Commercial 33,898 45,456 (25%) 7,285 8,592 (15%)
Industrial 5,896 8,378 (30%) 1,422 1,714 (17%)
Transportation and other 6,770 17,536 (61%) 12,948 17,595 (26%)
------------- ------------- ------------ -------------
Total 111,737 155,883 (28%) 32,591 40,671 (20%)
============ ============= =========
Cost of gas sold 61,409 99,267 (38%)
------------- -------------
Margin $ 50,328 $ 56,616 (11%)
============= ============= =========
Gas margins and Dth sales for WP&L for 1997 and 1996 were as follows:
<CAPTION>
Revenues and Costs Dekatherms Sold
(in thousands) (in thousands)
--------------------------- ---------------------------
1997 1996 Change 1997 1996 Change
------------- ------------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Residential $ 84,513 $ 90,382 (6%) 12,770 14,297 (11%)
Commercial 45,456 46,703 (3%) 8,592 9,167 (6%)
Industrial 8,378 11,410 (27%) 1,714 1,997 (14%)
Transportation and other 17,536 17,132 2% 17,595 18,567 (5%)
------------- ------------- ------------ ------------
Total 155,883 165,627 (6%) 40,671 44,028 (8%)
============ ============= =========
Cost of gas sold 99,267 104,830 (5%)
------------- -------------
Margin $ 56,616 $ 60,797 (7%)
============= ============= =========
</TABLE>
Gas margin declined $6.3 million, or 11%, and $4.2 million, or 7%, during 1998
and 1997, respectively, due to a reduction in Dth sales resulting from milder
weather and an average retail rate reduction of 2.2% implemented in April 1997.
In 1998, the significant decline in transportation and other revenues and sales
reflects an accounting change for off-system sales as required by the PSCW
effective January 1, 1998. The accounting change requires that beginning in 1998
off-system gas sales be reported as a reduction of the cost of gas sold rather
than as gas revenue. In 1997, off-system gas revenues were $11.1 million.
Refer to "Rates and Regulatory Matters" for a discussion of a gas cost
adjustment mechanism in place at WP&L. The impact on the results of operations
from such mechanism was not significant in any of the periods presented.
43
<PAGE>
Operating Expenses
Other operation expense increased $12.3 million and decreased $8.9 million for
1998 and 1997, respectively. The 1998 increase was primarily due to $11.2
million of merger-related expenses for employee retirements, separations and
relocations. Higher injuries and damages expenses and an increase in other
administrative and general expenses also contributed to the increase. Such items
were partially offset by reduced employee pension and benefits expenses, reduced
conservation expense and lower costs from merger-related operating efficiencies.
The 1997 decrease was primarily due to a reduction in conservation expense,
which was partially offset by costs associated with an early retirement program
in 1997 for eligible bargaining unit employees.
Depreciation and amortization expense increased $14.9 million and $19.4 million
for 1998 and 1997, respectively. The 1998 increase was due to property
additions, higher Kewaunee depreciation (refer to "Capital Requirements Nuclear
Facilities" for additional information) and a Kewaunee surcharge of $3.2 million
(which has been recorded in depreciation and amortization expense with a
corresponding increase in revenues resulting in no impact on earnings). The 1997
increase was due to higher depreciation rates approved by the PSCW, effective
January 1, 1997, and property additions.
Interest Expense and Other
Interest expense increased $4.0 million in 1998 primarily due to unusually low
interest expense in the second quarter of 1997, resulting from an adjustment to
decrease interest expense relating to a tax audit settlement, and increased
borrowings during 1998.
Miscellaneous, net income decreased $2.7 million and $2.9 million in 1998 and
1997, respectively. The 1998 decrease was primarily due to $6.1 million of
merger-related expenses which was partially offset by higher earnings on the
nuclear decommissioning trust fund. The 1997 decrease was primarily due to the
recognition of a gain on the sale of a combustion turbine in 1996.
Income Taxes
Income taxes decreased $17.2 million and $12.0 million in 1998 and 1997,
respectively, due to lower pre-tax income. See Note 6 of the "Notes to
Consolidated Financial Statements" for details on the effective tax rate
changes.
LIQUIDITY AND CAPITAL RESOURCES
Historical IEC Analysis
Cash flows from operating activities at IEC increased $4 million and $12 million
for 1998 and 1997, respectively. The increases were primarily due to changes in
working capital and additional depreciation and amortization expense partially
offset by lower net income and lower deferred taxes and investment tax credits.
Cash flows used for financing activities decreased $39 million and increased $55
million in 1998 and 1997, respectively. The changes were primarily a result of
the net changes in the amount of debt outstanding. Cash flows used for investing
activities increased $43 million and decreased $44 million in 1998 and 1997,
respectively, primarily due to changes in the levels of construction and
acquisition expenditures. The decrease in 1997 was partially offset by higher
proceeds from the disposition of assets in 1996.
Historical IESU Analysis
Cash flows generated from operating activities increased $16 million and $20
million in 1998 and 1997, respectively. Cash flows used for financing activities
decreased $50 million and increased $84 million for 1998 and
44
<PAGE>
1997, respectively. The decrease in 1998 was primarily a result of reduced
common stock dividends and the increase in 1997 was due to the net change in
borrowings in 1997. Cash flows used for investing activities decreased $3
million and $45 million in 1998 and 1997, respectively. The decrease in 1997 was
primarily a result of reduced construction expenditures.
Historical WP&L Analysis
Cash flows generated from operations increased $27 million and decreased $42
million in 1998 and 1997, respectively. The 1998 increase was primarily a result
of changes in working capital and higher depreciation and amortization expenses
partially offset by lower net income. The decrease in 1997 was mainly
attributable to the change in working capital. Cash flows used for financing
activities increased $14 million and decreased $75 million in 1998 and 1997,
respectively, primarily due to changes in the amount of debt outstanding. Cash
flows used for investing activities increased $12 million and $34 million in
1998 and 1997, respectively. The increase in 1998 was primarily due to higher
shared savings expenditures and the increase in 1997 was mainly due to the
proceeds from the sale of other property and equipment in 1996.
Future Considerations
The capital requirements of IEC are primarily attributable to its utility
subsidiaries' construction and acquisition programs, its debt maturities and
business opportunities of Alliant Energy Resources. It is anticipated that
future capital requirements of IEC will be met by cash generated from operations
and external financing. The level of cash generated from operations is partially
dependent upon economic conditions, legislative activities, environmental
matters and timely regulatory recovery of utility costs. IEC's liquidity and
capital resources will be affected by costs associated with environmental and
regulatory issues. Emerging competition in the utility industry could also
impact IEC's liquidity and capital resources, as discussed previously in the
"Utility Industry Outlook" section.
At December 31, 1998, Alliant Energy Resources had approximately $69 million of
investments in foreign entities. At December 31, 1998, IESU, WP&L and IPC did
not have any foreign investments. IEC continues to explore additional
international investment opportunities. Such investments may carry a higher
level of risk than IEC's traditional domestic utility investments or Alliant
Energy Resources' domestic investments. Such risks could include foreign
government actions, foreign economic and currency risks and others.
IEC is expected to pursue various potential business development opportunities,
including international as well as domestic investments, and is devoting
resources to such efforts. It is anticipated that IEC will strive to select
investments where the international and other risks are both understood and
manageable. Under PUHCA, IEC's investments in exempt wholesale generators
(EWG's) and foreign utility companies (FUCO's) is limited to 50% of IEC's
consolidated retained earnings. In addition, there are limitations on the amount
of non-utility investments IEC can make under the Wisconsin Utility Holding
Company Act (WUHCA) as well.
At December 31, 1998, IEC had an investment in the stock of McLeodUSA Inc.
(McLeod), a telecommunications company, valued at $320.3 million (based on a
December 31, 1998 closing price of $31.25 per share and compared to a cost basis
of $29.1 million). Pursuant to the applicable accounting rules, the carrying
value of the investments are adjusted to the estimated fair value each quarter
based on the closing price at the end of the quarter. The adjustments do not
impact net income as the unrealized gains or losses, net of taxes, are recorded
directly to the common equity section of the balance sheet and are a component
of other comprehensive income. In addition, any such gains or losses are
reflected in current earnings only at the time they are realized through a sale.
IEC entered into an agreement in November 1998 with McLeod whereby IEC's ability
to sell the McLeod stock is subject to various restrictions.
IEC had certain off-balance sheet financial guarantees and commitments
outstanding at December 31, 1998. They generally consist of third-party
borrowing arrangements and lending commitments, guarantees of financial
performance of syndicated affordable housing properties and guarantees relating
to IEC's electricity trading joint venture. Refer to Note 12(d) of the "Notes to
the Consolidated Financial Statements" for additional details.
45
<PAGE>
Financing and Capital Structure
Access to the long-term and short-term capital and credit markets, and costs of
external financing, are dependent on creditworthiness. The debt ratings of IEC
and certain subsidiaries by Moody's and Standard & Poor's are as follows:
<TABLE>
<CAPTION>
Standard &
Moody's Poor's
----------------- -----------------
<S> <C> <C> <C>
IESU - Secured long-term debt A2 A+
- Unsecured long-term debt A3 A
WP&L - Secured long-term debt Aa2 AA
- Unsecured long-term debt Aa3 A+
IPC - Secured long-term debt A1 A+
- Unsecured long-term debt A2 A
Alliant Energy Resources - Commercial paper P2 A1
IEC - Commercial paper (a) P1 A1
(a) IESU, WP&L and IPC participate in a utility money pool which is funded, as
needed, through the issuance of commercial paper by IEC. The PSCW has
restricted WP&L from lending money to non-utility affiliates and
non-Wisconsin utilities. As a result, WP&L is restricted from lending money
to the utility money pool but is able to borrow money from the utility money
pool.
</TABLE>
Alliant Energy Resources is a party to a 3-Year Credit Agreement with various
banking institutions. The agreement extends through October 2000, with one-year
extensions available upon agreement by the parties. Unused borrowing
availability under this agreement is also used to support Alliant Energy
Resources' commercial paper program. A combined maximum of $450 million of
borrowings under this agreement and the commercial paper program may be
outstanding at any one time. Interest rates and maturities are set at the time
of borrowing. The rates are based upon quoted market prices and the maturities
are less than one year. At December 31, 1998, Alliant Energy Resources had $253
million of commercial paper outstanding and backed by this facility with
interest rates ranging from 5.15%-5.85%. (See Note 11(a) of the "Notes to the
Consolidated Financial Statements" for a discussion of interest rate swaps
Alliant Energy Resources has entered into relative to $200 million of short-term
borrowings under, or backed by, this agreement.) Alliant Energy Resources
intends to continue issuing commercial paper backed by this facility and no
conditions existed at December 31, 1998 that would prevent the issuance of
commercial paper or direct borrowings on its bank lines. Accordingly, this debt
is classified as long-term. In addition, Alliant Energy Resources has in place a
$150 million 364-Day Credit Agreement which is described below.
Other than periodic sinking fund requirements, which will not require additional
cash expenditures, the following long-term debt (in millions) will mature prior
to December 31, 2003:
IESU $187.5
IPC 3.3
WP&L 1.9
Alliant Energy Resources 279.2
-----------------
IEC $471.9
=================
Depending upon market conditions, it is currently anticipated that a majority of
the maturing debt will be refinanced with the issuance of long-term securities.
WP&L currently has no authority from the PSCW or the Securities and Exchange
Commission (SEC) to issue additional long-term debt. On November 25, 1998, IESU
and IPC received authority from the SEC under PUHCA to issue $200 million and
$80 million of long-term debt securities, respectively. The companies
continually evaluate their future financing needs and will make any necessary
regulatory filings as needed.
46
<PAGE>
Under the most restrictive terms of their respective indentures, IESU, WP&L and
IPC could have issued at least $241 million, $309 million and $182 million of
long-term debt at December 31, 1998, respectively.
On October 30, 1998, WP&L issued $60 million of debentures at a coupon rate of
5.70% maturing on October 15, 2008. The net proceeds from the debt offering were
used to pay down short-term debt, including short-term debt used to retire
maturing long-term debt.
On November 30, 1998, IPC issued $2.65 million and $2.3 million of pollution
control revenue bonds due November 1, 2005 and November 1, 2008, respectively.
The proceeds were used to retire at maturity $5.85 million of 5.95% pollution
control revenue bonds. The bonds have a fixed interest rate of 4.30% for the
first five years. Thereafter, IPC will have the option to reset the interest
rate at one of three variable short-term interest rates or at a new long-term
interest rate, based on the then prevailing market conditions, provided the rate
does not exceed 12% per annum.
On November 30, 1998, IESU issued $10 million of pollution control revenue bonds
due November 1, 2023. The proceeds were used to refinance $10 million of 5.95%
pollution control revenue bonds that were due serially 2000 through 2007. The
bonds have a fixed rate of 4.25% for the first five years. Thereafter, IESU will
have the option to reset the interest rate at one of three variable short-term
interest rates or at a new long-term interest rate, based on the then prevailing
market conditions, provided the rate does not exceed 12% per annum.
The various charter provisions of the entities identified below authorize and
limit the aggregate amount of additional shares of Cumulative Preferred Stock
and Cumulative Preference Stock that may be issued. At December 31, 1998, the
companies could have issued the following additional shares of Cumulative
Preferred or Preference Stock:
IESU WP&L IPC
Cumulative Preferred - 2,700,775 1,238,619
Cumulative Preference 700,000 - 2,000,000
For interim financing, IESU, WP&L and IPC were authorized by the applicable
federal or state regulatory agency to issue short-term debt as follows (in
millions) at December 31, 1998:
IESU WP&L IPC
Regulatory authorization $150 $128 $72
Short-term debt outstanding - external parties - $50 -
Short-term debt outstanding - money pool - $27 $22
In addition to the short-term debt outstanding at its utility subsidiaries, IEC
had an additional $66 million of short-term debt outstanding at December 31,
1998. In addition to providing for ongoing working capital needs, this
availability of short-term financing provides the companies flexibility in the
issuance of long-term securities. The level of short-term borrowing fluctuates
based on seasonal corporate needs, the timing of long-term financing, and
capital market conditions. To maintain flexibility in its capital structure and
to take advantage of favorable short-term rates, IESU and WP&L also use proceeds
from the sale of accounts receivable and unbilled revenues to finance a portion
of their long-term cash needs. IEC anticipates that short-term debt will
continue to be available at reasonable costs due to current ratings by
independent utility analysts and rating services.
Alliant Energy Resources is also a party to a 364-Day Credit Agreement with
various banking institutions. The agreement extends through October 18, 1999,
with 364 day extensions available upon agreement by the parties. The unborrowed
portion of this agreement is also used to support Alliant Energy Resources'
commercial paper program. A combined maximum of $150 million of borrowings under
this agreement and commercial paper backed by this facility may be outstanding
at any one time. Interest rates and maturities are set at the time of borrowing.
The rates are based upon quoted market prices and the maturities are less than
one year. There were no borrowings under this facility at December 31, 1998.
47
<PAGE>
In addition to the aforementioned borrowing capability under Alliant Energy
Resources Credit Agreements, IEC has $150 million of bank lines of credit, of
which none was utilized at December 31, 1998, available for direct borrowing or
to support commercial paper. Commitment fees are paid to maintain these lines
and there are no conditions which restrict the unused lines of credit.
From time to time, IEC may borrow from banks and other financial institutions on
"as-offered" credit lines in lieu of commercial paper, and has agreements with
several financial institutions for such borrowings. There are no commitment fees
associated with these agreements and there were no borrowings outstanding under
these agreements at December 31, 1998.
IEC made a filing with the SEC in February 1999 under PUHCA to provide IEC with,
among other things, broad authorization over the next three years to issue stock
and debt, provide guarantees, acquire energy-related assets and enter into
interest rate hedging transactions.
Given the above financing flexibility, including IEC's access to both the debt
and equity securities markets, management believes it has the necessary
financing capabilities in place to adequately finance its capital requirements
for the foreseeable future.
Capital Requirements
General
Capital expenditure and investment and financing plans are subject to continual
review and change. The capital expenditure and investment programs may be
revised significantly as a result of many considerations, including changes in
economic conditions, variations in actual sales and load growth compared to
forecasts, requirements of environmental, nuclear and other regulatory
authorities, acquisition and business combination opportunities, the
availability of alternate energy and purchased-power sources, the ability to
obtain adequate and timely rate relief, escalations in construction costs and
conservation and energy efficiency programs.
Construction and acquisition expenditures for IEC for the year ended December
31, 1998 were $372 million, compared with $328 million for the year ended
December 31, 1997. IEC's anticipated construction and acquisition expenditures
for 1999 are estimated to be approximately $495 million, consisting of
approximately $275 million in its utility operations, $100 million for
energy-related international investments and $120 million for new business
development initiatives at Alliant Energy Resources. IEC's anticipated utility
construction and acquisition expenditures for 1999 is made up of 53% for
electric transmission and distribution, 18% for electric generation, 10% for
information technology and 19% for miscellaneous electric, gas, water and steam
projects. The level of 1999 domestic and international investments could vary
significantly from the estimates noted here depending on actual investment
opportunities, timing of the opportunities and the receipt of regulatory
approvals to exceed limitations in place under WUHCA and PUHCA on the amount of
IEC's non-utility investments. It is expected that IEC will spend approximately
$1.3 billion on utility construction and acquisition expenditures during
2000-2003, including expenditures to comply with nitrogen oxides (NOx) emissions
reductions in Wisconsin as discussed in "Other Matters - Environmental." It is
expected that Alliant Energy Resources will invest in energy products and
services in domestic and international markets, industrial services initiatives
and other strategic initiatives during 2000-2003.
IESU's construction and acquisition expenditures for the years ended December
31, 1998 and 1997 were $115 million and $109 million, respectively. IESU's
anticipated construction and acquisition expenditures for 1999 are estimated to
be approximately $109 million, of which 56% represents expenditures for electric
transmission and distribution facilities, 21% represents generation
expenditures, 8% represents information technology expenditures and the
remaining 15% represents miscellaneous electric, gas, steam and general
expenditures. IESU's levels of utility construction and acquisition expenditures
are projected to be $122 million in 2000, $119 million in 2001, $115 million in
2002 and $113 million in 2003.
48
<PAGE>
WP&L's construction and acquisition expenditures for the years ended December
31, 1998 and 1997 were $117 and $119 million, respectively. WP&L's anticipated
construction and acquisition expenditures for 1999 are estimated to be
approximately $126 million, of which 50% represents expenditures for electric
transmission and distribution facilities, 17% represents generation
expenditures, 10% represents information technology expenditures and the
remaining 23% represents miscellaneous electric, gas, water and general
expenditures. WP&L's construction and acquisition expenditures are projected to
be $162 million in 2000, $130 million in 2001, $155 million in 2002 and $185
million in 2003 which include expenditures to comply with nitrogen oxides (NOx)
emissions reductions as discussed in "Other Matters-Environmental."
IEC anticipates financing utility construction expenditures during 1999-2003
through internally generated funds supplemented, when required, by outside
financing. Funding of a majority of the Alliant Energy Resources construction
and acquisition expenditures is expected to be completed with external
financings.
Nuclear Facilities
IEC owns interests in two nuclear facilities, Kewaunee and the Duane Arnold
Energy Center (DAEC). Set forth below is a discussion of certain matters
impacting these facilities.
Kewaunee, a 532-megawatt pressurized water reactor plant, is operated by
Wisconsin Public Service Corporation (WPSC) and is jointly owned by WPSC
(41.2%), WP&L (41.0%), and Madison Gas and Electric Company (MG&E) (17.8%).
The Kewaunee operating license expires in 2013.
On April 7, 1998, the PSCW approved WPSC's application for replacement of the
two steam generators at Kewaunee. The total cost of replacing the steam
generators would be approximately $90.7 million, with WP&L's share of the cost
being approximately $37.2 million. The replacement work is tentatively planned
for the spring of 2000 and will take approximately 60 days. On July 2, 1998, the
PSCW approved an agreement between the owners of Kewaunee which provides for
WPSC to assume the 17.8% Kewaunee ownership share currently held by MG&E prior
to work beginning on the replacement of steam generators. On September 29, 1998,
WPSC and MG&E finalized an arrangement in which WPSC will acquire MG&E's 17.8%
share of Kewaunee. This agreement, the closing of which is contingent upon the
steam generator replacement, will give WPSC 59.0% ownership in Kewaunee. After
the change in ownership, WPSC and WP&L will be responsible for the
decommissioning of the plant. WPSC and WP&L are discussing revisions to the
joint power supply agreement which will govern operation of the plant after the
ownership change takes place.
On October 17, 1998, Kewaunee was shut down for a planned maintenance and
refueling outage. Inspection of the plant's two steam generators shows that the
repairs made in 1997 are holding up well and few additional repairs were needed.
In addition to the inspection and repairs of the steam generator, a major
overhaul was performed on the main turbine generator. The plant was back in
operation on November 27, 1998.
Prior to the July 2, 1998 PSCW decision, the PSCW had directed the owners of
Kewaunee to record depreciation and decommissioning cost levels based on an
expected plant end-of-life of 2002 versus a license end-of-life of 2013. This
was prompted by the uncertainty regarding the expected useful life of the plant
without steam generator replacement. The revised end-of life of 2002 resulted in
higher depreciation and decommissioning expense at WP&L beginning in May 1997,
in accordance with the PSCW rate order UR-110. This level of depreciation will
remain in effect until the steam generator replacement is completed at which
time the entire plant will be depreciated over 8.5 years using an accelerated
method. At December 31, 1998, the net carrying amount of WP&L's investment in
Kewaunee was approximately $44.9 million. WP&L's retail customers in Wisconsin
are responsible for approximately 80% of WP&L's share of Kewaunee costs (see
Note 12 (h) of the "Notes to Consolidated Financial Statements" for additional
information).
DAEC, a 535-megawatt boiling water reactor plant, is operated by IESU which has
a 70% ownership interest in the plant. The DAEC operating license expires in
2014. Pursuant to the most recent electric rate case order, the IUB allows IESU
to currently recover $6.0 million annually for IESU's 70% share of the cost to
decommission DAEC. The current recovery figures are based on an assumed cost to
decommission DAEC of $252.8 million, which is
49
<PAGE>
IESU's 70% portion in 1993 dollars, based on the Nuclear Regulatory Commission
(NRC) minimum formula (which exceeds the amount in the site-specific study
completed in 1994). At December 31, 1998, IESU had $91.7 million invested in
external decommissioning trust funds and also had an internal decommissioning
reserve of $21.7 million recorded as accumulated depreciation.
IESU's 70% share of the estimated cost to decommission DAEC based on the most
recent site-specific study completed in 1998 is $334.2 million, in 1998 dollars.
This study includes the costs to terminate DAEC's NRC license and to return the
site to a greenfield condition. IESU's 70% share of the estimated cost to
decommission DAEC based on the most recent NRC minimum formula is $347.0 in 1997
dollars. The NRC minimum formula is intended to apply only to the cost of
terminating DAEC's NRC license. The additional decommissioning expense funding
requirements which should result from these updated studies are not reflected in
IESU's rates.
In February 1999, IEC, NSP, WPSC and Wisconsin Electric Power Co. announced the
formation of a nuclear management company (NMC) to sustain long-term safety,
optimize reliability and improve the operational performance of their nuclear
generating plants. Combined, the four utilities operate seven nuclear generating
plants at five locations. IEC's participation in the NMC is contingent on
approval from the SEC under PUHCA. Each utility will be required to obtain
various other state or federal regulatory approvals prior to its participation
in the NMC. In addition, NRC approval is required if any utilities choose to
transfer their operating license to the new company. As presently proposed, the
utilities would continue to own their plants, be entitled to energy generated at
the plants and retain the financial obligations for their safe operation,
maintenance and decommissioning.
Refer to the "Other Matters - Environmental" section for a discussion of various
issues impacting IEC's future capital requirements.
Rates and Regulatory Matters
In November 1997, as part of its Merger approval, FERC accepted a proposal by
IESU, WP&L, and IPC, which provides for a four-year freeze on wholesale electric
prices beginning with the effective date of the Merger.
In association with the Merger, IESU, WP&L and IPC entered into a System
Coordination and Operating Agreement which became effective with the
consummation of the Merger. The agreement, which has been approved by the FERC,
provides a contractual basis for coordinated planning, construction, operation
and maintenance of the interconnected electric generation and transmission
systems of the three utility companies. In addition, the agreement allows the
interconnected system to be operated as a single control area with off-system
capacity sales and purchases made to market excess system capability or to meet
system capability deficiencies. Such sales and purchases are allocated among the
three utility companies based on procedures included in the agreement. The
procedures were approved by both the FERC and all state regulatory bodies having
jurisdiction over these sales.
IESU
In September 1997, IESU agreed with the IUB to provide Iowa customers a
four-year retail electric and gas price freeze commencing on the effective date
of the Merger. The agreement excluded price changes due to government-mandated
programs (such as energy efficiency cost recovery), the electric fuel adjustment
clause and PGA clause and unforeseen dramatic changes in operations. In
addition, the price freeze does not preclude a review by either the IUB or
Office of Consumer Advocate (OCA) into whether IESU is exceeding a reasonable
return on common equity. Refer to the "Utility Industry Outlook" section for a
discussion of possible legislation to be introduced in Iowa regarding
restructuring the electric utility industry.
Under provisions of the IUB rules, IESU is currently recovering the costs it has
incurred for its energy efficiency programs. Generally, the costs incurred
through July 1997 are being recovered over various four-year periods. Statutory
changes implemented by the IUB in 1997 allowed IESU to begin concurrent recovery
of its prospective expenditures on August 1, 1997. The implementation of these
changes will gradually eliminate the regulatory asset that was created under the
prior rate making mechanism as these costs are recovered.
50
<PAGE>
WP&L
In connection with its approval of the Merger, the PSCW accepted a WP&L proposal
to freeze rates for four years following the date of the Merger. A re-opening of
an investigation into WP&L's rates during the rate freeze period, for both cost
increases and decreases, may occur only for single events that are not
merger-related and have a revenue requirement impact of $4.5 million or more. In
addition, the electric fuel adjustment clause and PGA clause are not affected by
the rate freezes.
In rate order UR-110, the PSCW approved new rates effective April 29, 1997. On
average, WP&L's retail electric rates under the new rate order declined by 2.4%
and retail gas rates declined by 2.2%. In addition, the PSCW ordered that it
must approve the payment of dividends by WP&L to IEC that are in excess of the
level forecasted in the rate order ($58.3 million), if such dividends would
reduce WP&L's average common equity ratio below 52.00% of total capitalization.
The dividends paid by WP&L to IEC since the rate order was issued have not
exceeded the level forecasted in the rate order.
The retail electric rates are based in part on forecasted fuel and
purchased-power costs. Under PSCW rules, Wisconsin utilities can seek emergency
rate increases if the annual costs are more than 3% higher than the estimated
costs used to establish rates. In March 1998, WP&L requested an electric rate
increase to cover purchased-power and transmission costs that have increased due
to transmission constraints and electric reliability concerns in the Midwest. On
July 14, 1998, the PSCW granted a retail electric rate increase of $14.8 million
annually that was effective on July 16, 1998. In November 1998, WP&L requested
another electric rate increase to cover additional increases in purchased-power
and transmission costs. In early March 1999, the PSCW granted a retail electric
rate increase of $14.5 million. The additional revenues collected are subject to
refund if WP&L's earnings exceed its authorized return on equity.
The gas performance incentive includes a sharing mechanism, whereby 40% of all
gains and losses relative to current commodity prices as well as other
benchmarks are retained by WP&L rather than refunded to or recovered from
customers.
Rate order UR-110 also provided for the recovery of costs associated with WP&L's
energy efficiency programs, including the recovery of the cost of capital
associated with advances made to customers to install energy-efficient
equipment.
In May 1998, the PSCW approved the deferral of certain costs associated with the
Year 2000 issue and in November 1998, WP&L filed for rate recovery of $16.1
million related to the Wisconsin retail portion of Year 2000 costs. A
pre-hearing conference was held in January 1999 and hearings are scheduled for
May 1999. Management anticipates receiving an order by the end of the second
quarter of 1999.
In January 1999, WP&L made a filing with the PSCW proposing to begin deferring,
on January 1, 1999, all costs associated with the United States Environmental
Protection Agency's (EPA) required NOx emission reductions. WP&L has requested
recovery of all the NOx reduction costs through a surcharge mechanism. WP&L
anticipates receiving a final order in this proceeding in late 1999 or early
2000. Refer to the "Other Matters - Environmental" section for a further
discussion of the NOx issue.
Refer to "Nuclear Facilities" for a discussion of several PSCW rulings regarding
Kewaunee.
IPC
In September 1997, IPC agreed with the IUB to provide Iowa customers a four-year
retail electric and gas price freeze commencing on the effective date of the
Merger. The agreement excluded price changes due to government-mandated programs
(such as energy efficiency cost recovery), the electric fuel adjustment clause
and PGA clause and unforeseen dramatic changes in operations. In addition, the
price freeze does not preclude a review by either the IUB or OCA into whether
IPC is exceeding a reasonable return on common equity. IPC also agreed with the
MPUC and ICC to four-year and three-year rate freezes, respectively, commencing
on the effective date of the
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Merger. Refer to the "Utility Industry Outlook" section for a discussion of
possible legislation to be introduced in Iowa regarding restructuring the
electric utility industry.
On September 30, 1997, the IUB approved a settlement between IPC and the OCA
which provided for an electric rate reduction in annual revenues of
approximately $3.2 million. The reduction applied to all bills rendered on and
after October 7, 1997.
IPC is also recovering its energy efficiency costs in Iowa in a similar manner
as IESU and began its concurrent cost recovery in October 1997.
Assuming capture of the merger-related synergies and no significant legislative
or regulatory changes negatively affecting its utility subsidiaries, IEC does
not expect the merger-related electric and gas price freezes to have a material
adverse effect on its financial position or results of operations.
OTHER MATTERS
Year 2000
Overview IEC utilizes software, embedded systems and related technologies
throughout its business that will be affected by the date change in the Year
2000. The Year 2000 problem exists because many computerized operating systems,
applications, databases and embedded systems use a standard two digit year field
instead of four digits to reference a given year. For example, "00" in the date
field would actually represent 1900. As a result, information technology and
embedded systems may not properly recognize the Year 2000 or process data
correctly, potentially causing data inaccuracies, operational malfunctions or
operational failures.
Following up on earlier work, IEC formally established a company-wide project
team in 1997 to assess, remediate and communicate its Year 2000 issues as well
as develop the necessary contingency plans. Expertise on the team has been drawn
from various areas, including, but not limited to, information technology,
engineering, communications, internal audits, legal, facilities, supply chain,
finance, and project management. A full-time project manager heads up a team of
approximately 50 employees who are dedicated to the team full-time and another
475 employees are working on the project on a part-time basis. In addition,
there are approximately 135 individuals from external consulting firms who are
also providing various Year 2000-related services for the project team. Status
reports are provided to senior management monthly and at every meeting of IEC's
Board of Directors. Auditing of the Year 2000 inventory, remediation efforts and
contingency planning is being done by the Internal Audits Department. IEC has
also retained an outside third party to assess and evaluate its Year 2000
project.
The various phases of and other matters relating to the Year 2000 project are
described below.
Assessment A company-wide inventory has been completed for information
technology (hardware, software, databases, network infrastructure operating
systems) and embedded systems (computers or microprocessors that run specialized
software). Inventoried devices and systems have been assessed and prioritized
into three categories based on the relative critical nature of their business
function: safety-related; critical-business-continuity-related; and
non-critical.
Remediation and Testing IEC's approach to remediation is to repair, replace or
retire the affected devices and systems. Remediation and testing of
safety-related and critical-business-continuity-related devices and systems is
underway in all business units. In some cases IEC's ability to meet its target
date for remediation is dependent upon the timely provision of necessary
upgrades and modifications by its software vendors. As of December 31, 1998, IEC
was expecting upgrades from 48 embedded system vendors and 14 information
technology vendors. Should these upgrades be delayed it would impact IEC's
ability to meet its target date. At this time, IEC does not expect that these
upgrades will be delayed. As part of the testing process, client/server
applications are being tested in an isolated test lab on Year 2000 compliant
hardware and software. Also, IEC intends to implement a process to protect the
integrity of the data once it is year 2000 compliant.
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A. Embedded Systems -
The project team is using testing standards and procedures based on those
developed in the national electric utility industry effort led by the Electric
Power Research Institute (EPRI). The team is also using information and testing
guidance received from IEC's vendors. IEC is participating in EPRI's Year 2000
collaborative effort to share information about test procedures, test results
and vendor information. The project team is also working with equipment vendors
to ascertain Year 2000 compliance with systems and devices. Testing methodology
includes a power on/off test and testing for 13 critical dates including
12/31/99, 1/1/2000 and 2/29/2000. All testing for assessing Year 2000 compliance
has been completed. The only testing remaining is post-remediation testing. The
goal is to complete remediation/testing work for the embedded systems by March
31, 1999; approximately 85% of this remediation/testing work has been completed
as of the end of 1998.
Experience to date suggests that Year 2000 problems in embedded systems are
occurring at a lower rate than originally anticipated. For IEC, 1-2% of embedded
systems have been identified as Year 2000 problematic. This rate is generally
consistent in both volume and by type of device with other similar sized
electric utilities participating in EPRI's Year 2000 Embedded System Program.
B. Information Technology -
IEC's information technology Year 2000 readiness project consists of both
application and operating systems, and infrastructure (PC, servers, printers,
etc.) components. The inventory and assessment of both the systems and the
infrastructure has been completed. IEC's goal is to complete the remediation and
testing of the systems by March 31, 1999 and the infrastructure components by
June 30, 1999. At the end of 1998, approximately 65% of the systems and 40% of
the infrastructure components have been remediated and tested.
IEC's customer information systems and financial systems make up the majority of
the remediation and testing effort remaining. The remediation and testing of the
customer information systems was 70% complete at the end of 1998 with an
anticipated completion date of May 31, 1999. The financial systems have been
remediated with final roll-forward-testing scheduled to be completed by mid-year
1999. Therefore, it is anticipated that IEC will have its information technology
remediation and testing efforts 90% complete by March 31, 1999 with work
completed and into production by mid-year 1999.
Costs to Address Year 2000 Compliance IEC's historical Year 2000 project
expenditures as well as CURRENT ESTIMATES for the remaining costs to be incurred
on the project are as follows (incremental costs, in millions):
Description Total IESU WP&L Other
----------- ----- ---- ---- -----
Costs incurred from 1/1/98 - 12/31/98 $8.7 $4.8 $3.2 $0.7
Current estimate of remaining modifications $32 $10 $14 $8
In addition, the company estimates it incurred $3 million in costs for internal
labor and associated overheads in 1998 and anticipates expenditures of $8
million in 1999.
While work was done on the Year 2000 project prior to 1998, IEC did not begin
tracking the costs separately until 1998. In accordance with an order received
from the PSCW, WP&L began deferring its Year 2000 project costs, other than
internal labor and associated overheads, in May 1998 (approximately $2.7 million
of the expenditures incurred at WP&L for the 12 months ended December 31, 1998
have been deferred.) (Refer to "Liquidity and Capital Resources - Rates and
Regulatory Matters" for a further discussion.) IEC expects to fund its Year 2000
expenditures through internal sources. Other than the costs being deferred by
WP&L pursuant to the PSCW order, IEC is expensing all the Year 2000 costs noted
above.
Communications / Third Party Assessment IEC is heavily dependent on other
utilities (including electric, gas, telecommunications and water utilities) and
its suppliers. An effort is underway to communicate with such parties to
increase their awareness of Year 2000 issues and monitor and assess, to the
extent possible, their Year 2000 readiness. IEC has sought written assurance
that third parties with significant relationships with IEC will be Year
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2000 ready. As part of an extensive awareness effort, IEC is also communicating
with its utility customers, regulatory agencies, elected and appointed
government officials, and industry groups. IEC executives and account managers
are also having discussions with IEC's largest customers to review their
initiatives for Year 2000 readiness. IEC is also working closely with the North
American Electric Reliability Council (NERC) and the Natural Gas Council to
assist their efforts to make certain all system interconnections across regional
areas are Year 2000 compliant.
Risks and Contingency Planning The systems which pose the greatest Year 2000
risks for IEC if the Year 2000 project is not successful are the
telecommunications facilities and network systems as well as the information
technology systems. The potential problems related to these systems include
service interruptions, service order and billing delays and the resulting
customer relations and cash flow issues. IEC is currently unable to quantify the
financial impact of such contingencies if in fact they were to occur.
Even though IEC intends to complete the bulk of its Year 2000 remediation and
testing activities by the end of March 1999 and has initiated Year 2000
communications with significant customers, key vendors, suppliers, and other
parties material to IEC's operation, failures or delay in achieving Year 2000
compliance could significantly disrupt IEC's business. Therefore, IEC has
initiated contingency planning to address alternatives in the event of a Year
2000 failure that occurs within IEC or where IEC is impacted by an external Year
2000 failure. The plan will address mission-critical processes, devices and
systems and will include training, testing and rehearsal of procedures, and the
need for installation of backup equipment as necessary. The goal is to have the
contingency plan completed by mid-year 1999. As a member of Mid-America
Interconnected Network, Inc. (MAIN), IEC is also working with the Operating
Committee Y2K Task Force which will expand existing emergency operating
strategies for member company control centers to ensure rapid responses to any
Year 2000-related electric system disturbances and will coordinate those
strategies with other reliability organizations. MAIN is one of the 10 regional
coordinating councils that make up NERC. IEC also belongs to the Mid-Continent
Area Power Pool (MAPP), another one of the 10 NERC councils, and will be
coordinating Year 2000 contingency planning with MAPP as well.
As part of its contingency planning process, NERC has scheduled two nation-wide
electric utility industry drills in April 1999 and September 1999. These drills
will focus on safe and reliable electrical system operations with the partial
loss of telecommunications. In addition to these NERC drills, IEC will be
conducting three additional internal drills. These will include a March 1999
table-top drill, a June 1999 functional drill and an August 1999 full-scale
development drill where key employees will test and critique IEC's contingency
plans.
Since early 1998, IEC has devoted a significant portion of its information
technology resources to the Year 2000 project given the importance of such
project to the continued operations of IEC. As a result, there have been some
delays in implementing other information technology projects. The delays are
simply a matter of timing and IEC does not currently believe that such delays
will have a material adverse impact on its results of operations or financial
position.
Summary Based on IEC's current schedule for completion of its Year 2000 tasks,
IEC believes its plan is adequate to secure Year 2000 readiness of its critical
systems. Nevertheless, achieving Year 2000 readiness is subject to many risks
and uncertainties, as described above. If IEC, or third parties, fail to achieve
Year 2000 readiness with respect to critical systems and, as such, there are
systematic problems, there could be a material adverse effect on IEC's results
of operations and financial condition.
Labor Issues
The status of the collective bargaining agreements at each of the utilities is
as follows at December 31, 1998:
IESU WP&L IPC
Number of collective bargaining agreements 6 1 3
Percentage of workforce covered by agreements 61 92 81
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Eight agreements are scheduled to expire in 1999 and represent substantially all
employees covered under collective bargaining agreements. These employees
represent approximately 50% of all IEC employees. IEC has not experienced any
significant work stoppage problems in the past. While negotiations have
commenced, IEC is currently unable to predict the outcome of these negotiations.
Market Risk Sensitive Instruments and Positions
IEC, through its consolidated subsidiaries, has historically had only limited
involvement with derivative financial instruments and has not used them for
speculative purposes. They have been used to manage well-defined interest rate
and commodity price risks.
WP&L and Alliant Energy Resources have historically entered into interest rate
swap agreements to reduce the impact of changes in interest rates on its
variable-rate debt. The total notional amount of interest rate swaps outstanding
at WP&L and Alliant Energy Resources at December 31, 1998, was $30 million and
$200 million, respectively. See Note 11(a) of the "Notes to Consolidated
Financial Statements" for additional information.
Whiting is exposed to market risk in the pricing of its oil and gas production.
Historically, prices received for oil and gas production have been volatile
because of seasonal weather patterns, supply and demand factors, transportation
availability and price, and general economic conditions. Worldwide political
developments have historically also had an impact on oil prices. In the past,
IEC generally has not utilized derivative instruments designed to reduce its
exposure to these price fluctuations and no such positions were outstanding at
December 31, 1998. However, during 1999, IEC has entered into a limited amount
of transactions involving a collar strategy for a portion of Whiting's gas
production.
As discussed in Note 11(a) of the "Notes to Consolidated Financial Statements,"
from time to time WP&L utilizes gas commodity swap arrangements to mitigate the
impact of price fluctuations on gas purchased and injected into storage during
the summer months and withdrawn and sold at current prices during the winter
months. While it is not WP&L's intent to terminate the contracts currently in
place, the impact of a termination of all the agreements outstanding at December
31, 1998, would have been an estimated gain of $0.8 million.
WP&L has entered into a weather insurance agreement which terminates March 31,
1999, for the purpose of hedging a portion of the risk associated with the
changes in weather from normal conditions. Under this agreement, a payment will
be made or received if the heating degree days from November 1, 1998 to March
31, 1999, fall outside certain pre-determined heating degree levels. The payment
is limited to a maximum of $5 million. At December 31, 1998, the fair value of
this agreement if it were terminated would have resulted in a payment to WP&L of
an estimated $1.8 million.
In the course of Alliant Energy Resource's gas marketing activities, it enters
into fixed-price sales commitments to customers and purchases the corresponding
physical supplies at fixed prices from a third party provider to lock in the
related margin on the sale. The risk associated with gas price fluctuations is
managed by closely matching purchases from suppliers with the sales commitments
to the customers. There were no derivative positions outstanding at December 31,
1998.
While IEC is exposed to credit risk when it enters into a hedging transaction,
it has established procedures and policies designed to mitigate such risks due
to a counterparty default. IEC utilizes a listing of approved counterparties and
monitors the creditworthiness on an ongoing basis.
IEC's investments in China and New Zealand are valued in renminbi (RMB) and in
New Zealand (NZ) dollars, respectively. As a result, these investments are
subject to currency exchange risk when the investments are translated into U.S.
dollars. During 1998, the RMB remained stable as compared to the U.S. dollar,
however, the NZ dollar decreased in value in relation to the U.S. dollar. At
December 31, 1998, IEC had a cumulative $7.9 million foreign currency
translation loss recorded in "Accumulated other comprehensive income" on its
Consolidated Balance Sheets which primarily related to decreases in the NZ
dollar in relation to the U.S. dollar.
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At December 31, 1998, IEC had an investment in the stock of McLeod, a
telecommunications company, valued at $320.3 million (based on a December 31,
1998 closing price of $31.25 per share and compared to a cost basis of $29.1
million). Pursuant to the applicable accounting rules, the carrying value of the
investments are adjusted to the estimated fair value each quarter based on the
closing price at the end of the quarter. IEC entered into an agreement in
November 1998 with McLeod whereby IEC's ability to sell the McLeod stock is
subject to various restrictions.
IEC has a 50% interest in an electricity trading joint venture with Cargill
which is accounted for under the equity method of accounting. The joint
venture's trading activities principally consist of marketing and trading
over-the-counter contracts for the purchase and sale of electricity. The
majority of the forward contracts represent commitments to purchase or sell
electricity at fixed prices in the future and require settlement by physical
delivery of electricity or are netted out in accordance with industry trading
standards. The market risk exposure of the joint venture for its forward
contracts outstanding at December 31, 1998, was not significant. In addition,
Cargill has made guarantees to certain counterparties regarding the performance
of contracts entered into by the joint venture. Guarantees of approximately $50
million have been issued of which approximately $5 million were outstanding at
December 31, 1998. Under the terms of the joint venture agreement, any payments
required under the guarantees would be shared by IEC and Cargill on a 50/50
basis to the extent the joint venture is not able to reimburse the guarantor for
payments made under the guarantee.
Accounting Pronouncements
In February 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 addresses, among
other things, expensing versus capitalization of costs, accounting for the costs
incurred in the upgrading of the software and amortizing the capitalized cost of
software. This statement is effective for fiscal years beginning after December
15, 1998. IEC adopted the requirements of this statement in 1999 and such
adoption did not have any significant impact on its financial statements.
In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of Start-up
Activities." This SOP provides guidance on the financial reporting of start-up
costs and organization costs. Costs of start-up activities and organization
costs are required to be expensed as incurred. The statement is effective for
periods beginning after December 15, 1998. IEC adopted the requirements of this
statement in 1999 and such adoption did not have any significant impact on its
financial statements.
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." The Statement
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded on the balance sheet as either an asset or liability
measured at its fair value. The Statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting.
SFAS 133 is effective for fiscal years beginning after June 15, 1999. SFAS 133
must be applied to (a) derivative instruments and (b) certain derivative
instruments embedded in hybrid contracts that were issued, acquired, or
substantively modified after December 31, 1997. IEC has not yet quantified the
impacts of SFAS 133 on the financial statements and has not determined the
timing of or method of adoption of SFAS 133. However, the Statement could
increase volatility in earnings and other comprehensive income.
In December 1998, the Emerging Issues Task Force reached consensus on Issue No.
98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management
Activities" (EITF Issue 98-10). EITF Issue 98-10 is effective for fiscal years
beginning after December 15, 1998 and requires energy trading contracts to be
recorded at fair value on the balance sheet, with the changes in fair value
included in earnings. IEC anticipates that the adoption of EITF Issue 98-10 will
not have a significant impact on IEC's financial statements based on its current
operations.
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Accounting for Obligations Associated with the Retirement of Long-Lived Assets
The staff of the SEC has questioned certain of the current accounting practices
of the electric utility industry, including IESU and WP&L, regarding the
recognition, measurement and classification of decommissioning costs for nuclear
generating stations in financial statements of electric utilities. In response
to these questions, the FASB is reviewing the accounting for closure and removal
costs, including decommissioning of nuclear power plants. If current electric
utility industry accounting practices for nuclear power plant decommissioning
are changed, the annual provision for decommissioning could increase relative to
1998, and the estimated cost for decommissioning could be recorded as a
liability (rather than as accumulated depreciation), with recognition of an
increase in the cost of the related nuclear power plant. Assuming no significant
change in regulatory treatment, IESU and WP&L do not believe that such changes,
if required, would have an adverse effect on their financial position or results
of operations due to their ability to recover decommissioning costs through
rates.
Inflation
IEC, IESU and WP&L do not expect the effects of inflation at current levels to
have a significant effect on their financial position or results of operations.
Environmental
The pollution abatement programs of IESU, WP&L, IPC and Alliant Energy Resources
are subject to continuing review and are revised from time to time due to
changes in environmental regulations, changes in construction plans and
escalation of construction costs. While management cannot precisely forecast the
effect of future environmental regulations on IEC's operations, it has taken
steps to anticipate the future while also meeting the requirements of current
environmental regulations.
The Clean Air Act Amendments of 1990 (Act) require emission reductions of sulfur
dioxide (SO2), NOx and other air pollutants to achieve reductions of atmospheric
chemicals believed to cause acid rain. IESU, WP&L and IPC have met the
provisions of Phase I of the Act and are in the process of meeting the
requirements of Phase II of the Act (effective in the year 2000). The Act also
governs SO2 allowances, which are defined as an authorization for an owner to
emit one ton of SO2 into the atmosphere. The companies are reviewing their
options to ensure they will have sufficient allowances to offset their emissions
in the future. The companies believe that the potential costs of complying with
these provisions of Title IV of the Act will not have a material adverse impact
on their financial position or results of operations.
The Act and other federal laws also require the EPA to study and regulate, if
necessary, additional issues that potentially affect the electric utility
industry, including emissions relating to ozone transport, mercury and
particulate control as well as modifications to the polychlorinated biphenyl
(PCB) rules. In July 1997, the EPA issued final rules that would tighten the
National Ambient Air Quality Standards for ozone and particulate matter
emissions and in June 1998, the EPA modified the PCB rules. IEC cannot predict
the long-term consequences of these rules on its results of operations or
financial condition.
In October 1998, the EPA issued a final rule requiring 22 states, including
Wisconsin, to modify their State Implementation Plans (SIPs) to address the
ozone transport issue. The implementation of the rule will likely require WP&L
to reduce its NOx emissions at all of its plants to .15 lbs/mmbtu by 2003. WP&L
is currently evaluating various options to meet the emission levels. These
options include fuel switching, operational modifications and capital
investments. Based on existing technology, the preliminary estimates indicate
that capital investments will be approximately $150 million. Refer to the "Rates
and Regulatory Matters" section for a discussion of a filing WP&L made with the
PSCW regarding rate recovery of these costs.
Revisions to the Wisconsin Administrative Code have been proposed that could
have a significant impact on WP&L's operation of the Rock River Generating
Station in Beloit, Wisconsin. The proposed revisions will affect
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the amount of heat that the Generating Station can discharge into the Rock
River. WP&L cannot presently predict the final outcome of the rule, but believes
that, as the rule is currently proposed, the capital investments and/or
modifications required to meet the proposed discharge limits could be
significant.
Pursuant to a routine internal review of documents, IESU determined that certain
changes undertaken during previous years at one of its generating facilities may
have required a federal prevention of significant deterioration (PSD) permit.
IESU initiated discussions with its regulators on the matter, resulting in the
submittal of a PSD permit application in February 1997. IESU received the permit
in the second quarter of 1998. IESU may be subject to a penalty for not having
obtained the permit previously; however, IESU believes that any likely actions
resulting from this matter will not have a material adverse effect on its
financial position or results of operation.
Pursuant to a separate routine internal review of plant operations, IESU
determined that certain permit limits were exceeded in 1997 at one of its
generating facilities in Cedar Rapids, Iowa. IESU has initiated discussions with
its regulators on the matter and has proposed a compliance plan which includes
equipment modifications and contemplates operational changes. On May 13, 1998,
IESU received a citation from the Linn County Health Department alleging
violations at the facility. IESU has negotiated a settlement agreement with the
Linn County Health Department, resolving the matter for $30,000. The settlement
was reviewed and approved by a local court with appropriate jurisdiction during
the third quarter of 1998. On February 16, 1999, IESU received a letter from the
Iowa Department of Natural Resources (IDNR) stating that IDNR will require the
IESU customer served by this facility to obtain a PSD permit for the facility.
IESU is currently evaluating the ramifications of this IDNR decision, and
formulating a response. However, management believes that any likely actions
resulting from this matter will not have a material adverse effect on IESU's
financial position or results of operations.
In March 1998 and January 1999, IPC received Notices of Intent to Sue from an
environmental group alleging certain violations of effluent limits, established
pursuant to the Clean Water Act, at IPC's generating facility in Clinton, Iowa.
On May 14, 1998, IPC received from the IDNR an inspection report and notice of
violation addressing the same and other concerns as were raised by the
environmental group. IPC responded to the environmental group on May 19, 1998,
providing an evaluation of the alleged violations. IPC responded to the IDNR on
June 26, 1998 with a plan of action addressing the IDNR's concerns. IPC
responded to the environmental group again on February 22, 1999, stating that
all of the alleged violations were either already resolved or invalid. While IPC
believes that it has satisfied IDNR's concerns, it may be subject to a penalty
for exceeding permit limits established for this facility, however, management
believes that any likely actions resulting from this matter will not have a
material adverse effect on IPC's financial position or results of operations.
Pursuant to an internal review of operations, IPC discovered that Unit No. 6 at
its generating facility in Dubuque, Iowa, may require a Clean Air Act Acid Rain
permit and continuous emissions monitoring system (CEMS). IPC has initiated
discussions with the regulators, has discontinued operation of the unit pending
resolution of the issues, and will be installing a CEMS on the unit and will be
applying for an Acid Rain permit. Pursuant to its internal review, IPC also
identified and disclosed to regulators a potentially similar situation at its
Lansing, Iowa generating facility, and will potentially be installing CEMS and
applying for Acid Rain permits for these units as well, pending the outcome of
regulatory review. IPC may be subject to a penalty for not having installed the
CEMS and for not having obtained the permit previously. However, IPC believes
that any likely actions resulting from this matter will not have a material
adverse effect on its financial position or results of operations.
A global treaty has been negotiated that could require reductions of greenhouse
gas emissions from utility plants. In November 1998, the United States signed
the treaty and agreed with the other countries to resolve all remaining issues
by the end of 2000. At this time, management is unable to predict whether the
United States Congress will ratify the treaty. Given the uncertainty of the
treaty ratification and the ultimate terms of the final regulations, management
cannot currently estimate the impact the implementation of the treaty would have
on IEC's operations.
The Low-Level Radioactive Waste Policy Amendments Act of 1985 mandates that each
state must take responsibility for the storage of low-level radioactive waste
produced within its borders. The States of Iowa and Wisconsin are members of the
six-state Midwest Interstate Low-Level Radioactive Waste Compact (Compact) which
is responsible for development of any new disposal capability within the Compact
member states. In June
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1997, the Compact commissioners voted to discontinue work on a proposed waste
disposal facility in the State of Ohio because the expected cost of such a
facility was comparably higher than other options currently available. Dwindling
waste volumes and continued access to existing disposal facilities were also
reasons cited for the decision. A disposal facility located near Barnwell, South
Carolina continues to accept the low-level waste and IESU and WP&L currently
ship the waste each produces to such site, thereby minimizing the amount of
low-level waste stored on-site. In addition, given technological advances, waste
compaction and the reduction in the amount of waste generated, DAEC and Kewaunee
each have on-site storage capability sufficient to store low-level waste
expected to be generated over at least the next ten years, with continuing
access to the Barnwell disposal facility extending that on-site storage
capability indefinitely.
See Notes 12(f) and 12(g) of the "Notes to Consolidated Financial Statements"
for a further discussion of IEC's environmental issues.
Power Supply
The power supply concerns of 1997 have raised awareness of the electric system
reliability challenges facing Wisconsin and the Midwest region. As a result,
Wisconsin enacted electric reliability legislation in April 1998 (Wisconsin
Reliability Act). The legislation has the goal of assuring reliable electric
energy for Wisconsin. The new law, effective May 12, 1998, requires Wisconsin
utilities to join a regional independent system operator for transmission by the
year 2000, allows the construction of merchant power plants in the state and
streamlines the regulatory approval process for building new generation and
transmission facilities. As a requirement of the legislation, the PSCW completed
a regional transmission constraint study. The PSCW is authorized to order
construction of new transmission facilities, based on the findings of its
constraint study, through December 31, 2004.
On September 24, 1997, the PSCW ordered WP&L and two other Wisconsin utilities
to arrange for additional electric capacity to help maintain reliable service
for their customers. In July 1998, IEC and Polsky Energy Corp. (Polsky)
announced an agreement whereby Polsky would build, own and operate a power plant
in southeastern Wisconsin capable of producing up to 450 megawatts (MW) of
electricity (reduced from earlier estimates of 525 MW due to NOx emissions
limitations imposed by the Wisconsin Department of Natural Resources (WDNR)).
Under the agreement, IEC will purchase the capacity to meet the electric needs
of its utility customers, as outlined by the Wisconsin Reliability Act. It is
expected that this new power plant will be operational in June 2000. The PSCW
issued an order dated December 18, 1998 approving the project.
Utility officials noted that it will take time for new transmission and power
plant projects to be approved and built. While utility officials fully expect to
meet customer demands in 1999, problems still could arise if there are
unexpected power plant outages, transmission system outages or extended periods
of extremely hot weather.
59
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures About Market Risk are reported under
Item 7. MD&A "Other Matters - Market Risk Sensitive Instruments and Positions"
and in the "Notes to Consolidated Financial Statements" under Notes 1(p), 10, 11
and 12(d).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Interstate Energy Corporation Page Number
Report of Management 62
Report of Independent Public Accountants 63
Consolidated Statements of Income for the Years Ended
December 31, 1998, 1997 and 1996 64
Consolidated Balance Sheets, December 31, 1998 and 1997 65
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 67
Consolidated Statements of Capitalization, December 31,
1998 and 1997 68
Consolidated Statements of Changes in Common Equity for the
Years Ended December 31, 1998, 1997 and 1996 70
Notes to Consolidated Financial Statements 71
IES Utilities Inc.
Report of Independent Public Accountants 95
Consolidated Statements of Income and Retained Earnings
for the Years Ended December 31, 1998, 1997 and 1996 96
Consolidated Balance Sheets, December 31, 1998 and 1997 97
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 99
Consolidated Statements of Capitalization, December 31,
1998 and 1997 100
Notes to Consolidated Financial Statements 101
Wisconsin Power and Light Company
Report of Independent Public Accountants 109
Consolidated Statements of Income and Retained Earnings for
the Years Ended December 31, 1998, 1997 and 1996 110
Consolidated Balance Sheets, December 31, 1998 and 1997 111
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 113
Consolidated Statements of Capitalization, December 31, 1998
and 1997 114
Notes to Consolidated Financial Statements 115
Refer to Note 16 of IEC's, IESU's and WP&L's "Notes to Consolidated Financial
Statements" for the quarterly financial data required by this Item.
60
<PAGE>
INTERSTATE ENERGY CORPORATION
FINANCIAL SECTION
61
<PAGE>
INTERSTATE ENERGY CORPORATION REPORT ON THE FINANCIAL INFORMATION
Interstate Energy Corporation management is responsible for the information and
representations contained in the financial statements and in certain other
sections of this Annual Report. The consolidated financial statements that
follow have been prepared in accordance with generally accepted accounting
principles. In addition to selecting appropriate accounting principles,
management is responsible for the manner of presentation and for the reliability
of the financial information. In fulfilling that responsibility, it is necessary
for management to make estimates based on currently available information and
judgments of current conditions and circumstances.
Through a well-developed system of internal controls, management seeks to ensure
the integrity and objectivity of the financial information presented in this
report. This system of internal controls is designed to provide reasonable
assurance that the assets of the company are safeguarded and that the
transactions are executed according to management's authorizations and are
recorded in accordance with the appropriate accounting principles.
The Board of Directors participates in the financial information reporting
process through its Audit Committee.
Erroll B. Davis Jr.
President and Chief Executive Officer
Interstate Energy Corporation
Thomas M. Walker
Executive Vice President and Chief Financial Officer
Interstate Energy Corporation
John E. Ebright
Vice President - Controller
Interstate Energy Corporation
January 29, 1999
62
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareowners of Interstate Energy Corporation:
We have audited the accompanying consolidated balance sheets and statements of
capitalization of Interstate Energy Corporation (a Wisconsin Corporation) and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, cash flows and changes in common equity for each of the
three years in the period ended December 31, 1998. These financial statements
and the supplemental schedule referred to below are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Interstate Energy Corporation
and subsidiaries as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31,1998, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule listed in Item 14(a)(2) is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
January 29, 1999
63
<PAGE>
<TABLE>
<CAPTION>
INTERSTATE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
1998 1997 1996
- --------------------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
Operating revenues:
<S> <C> <C> <C>
Electric utility $ 1,567,442 $ 1,515,753 $ 1,440,375
Gas utility 295,590 393,907 375,955
Nonregulated and other 267,842 390,967 416,510
----------------- ----------------- ----------------
2,130,874 2,300,627 2,232,840
----------------- ----------------- ----------------
- --------------------------------------------------------------------------------------------------------------------
Operating expenses:
Electric and steam production fuels 297,685 280,558 256,609
Purchased power 255,332 256,306 231,014
Cost of utility gas sold 166,453 259,222 240,324
Other operation 620,234 681,977 696,596
Maintenance 122,737 123,121 111,657
Depreciation and amortization 279,505 259,663 232,363
Taxes other than income taxes 105,626 103,397 98,838
----------------- ----------------- ----------------
1,847,572 1,964,244 1,867,401
----------------- ----------------- ----------------
- --------------------------------------------------------------------------------------------------------------------
Operating income 283,302 336,383 365,439
----------------- ----------------- ----------------
- --------------------------------------------------------------------------------------------------------------------
Interest expense and other:
Interest expense 129,363 122,563 113,321
Allowance for funds used during construction (6,812) (5,274) (5,574)
Preferred dividend requirements of subsidiaries 6,699 6,693 6,687
Miscellaneous, net (736) (13,910) (11,843)
----------------- ----------------- ----------------
128,514 110,072 102,591
----------------- ----------------- ----------------
- --------------------------------------------------------------------------------------------------------------------
Income before income taxes 154,788 226,311 262,848
----------------- ----------------- ----------------
- --------------------------------------------------------------------------------------------------------------------
Income taxes 58,113 81,733 105,760
----------------- ----------------- ----------------
- --------------------------------------------------------------------------------------------------------------------
Income from continuing operations 96,675 144,578 157,088
----------------- ----------------- ----------------
- --------------------------------------------------------------------------------------------------------------------
Discontinued operations:
Loss on disposal of subsidiary, net of applicable
tax benefit of $575 - - (1,297)
----------------- ----------------- ----------------
- --------------------------------------------------------------------------------------------------------------------
Net income $ 96,675 $ 144,578 $ 155,791
================= ================= ================
- --------------------------------------------------------------------------------------------------------------------
Average number of common shares outstanding 76,912 76,210 75,481
================= ================= ================
- --------------------------------------------------------------------------------------------------------------------
Earnings per average common share (basic and diluted):
Income from continuing operations $ 1.26 $ 1.90 $ 2.08
Discontinued operations - - (0.02)
----------------- ----------------- ----------------
Net income $ 1.26 $ 1.90 $ 2.06
================= ================= ================
- --------------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
64
<PAGE>
<TABLE>
<CAPTION>
INTERSTATE ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31,
ASSETS 1998 1997
- -----------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Property, plant and equipment:
Utility -
Plant in service -
Electric $ 4,866,152 $ 4,733,222
Gas 515,074 495,155
Other 409,711 366,395
----------------- -----------------
5,790,937 5,594,772
Less - Accumulated depreciation 2,852,605 2,631,582
----------------- -----------------
2,938,332 2,963,190
Construction work in progress 119,032 86,511
Nuclear fuel, net of amortization 44,316 55,777
----------------- -----------------
3,101,680 3,105,478
Other property, plant and equipment, net of accumulated
depreciation and amortization of $178,248 and $139,920, respectively 355,100 329,264
----------------- -----------------
3,456,780 3,434,742
----------------- -----------------
- -----------------------------------------------------------------------------------------------------------------
Current assets:
Cash and temporary cash investments 31,827 27,329
Accounts receivable:
Customer, less allowance for doubtful accounts
of $2,518 and $2,400, respectively 102,966 123,545
Other, less allowance for doubtful accounts
of $490 and $224, respectively 26,054 20,824
Notes receivable 13,392 23,410
Production fuel, at average cost 54,140 40,656
Materials and supplies, at average cost 53,490 49,845
Gas stored underground, at average cost 26,013 32,364
Regulatory assets 27,089 36,330
Prepaid gross receipts tax 22,222 22,153
Other 30,767 35,786
----------------- -----------------
387,960 412,242
----------------- -----------------
- -----------------------------------------------------------------------------------------------------------------
Investments:
Investment in McLeodUSA Inc. 320,280 328,022
Nuclear decommissioning trust funds 225,803 190,238
Investment in foreign entities 68,882 57,072
Other 54,776 49,319
----------------- -----------------
669,741 624,651
----------------- -----------------
- -----------------------------------------------------------------------------------------------------------------
Other assets:
Regulatory assets 341,684 352,365
Deferred charges and other 103,172 99,550
----------------- -----------------
444,856 451,915
----------------- -----------------
Total assets $ 4,959,337 $ 4,923,550
================= =================
- -----------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
65
<PAGE>
<TABLE>
<CAPTION>
INTERSTATE ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS (CONTINUED)
December 31,
CAPITALIZATION AND LIABILITIES 1998 1997
- -----------------------------------------------------------------------------------------------------------
(in thousands)
Capitalization (See Consolidated Statements of Capitalization):
<S> <C> <C>
Common stock $ 776 $ 765
Additional paid-in capital 905,130 868,903
Retained earnings 537,372 581,376
Accumulated other comprehensive income 163,017 173,512
------------------ ------------------
Total common equity 1,606,295 1,624,556
------------------ ------------------
Cumulative preferred stock of subsidiaries, net 113,498 113,369
Long-term debt (excluding current portion) 1,543,131 1,467,903
------------------ ------------------
3,262,924 3,205,828
------------------ ------------------
- -----------------------------------------------------------------------------------------------------------
Current liabilities:
Current maturities and sinking funds 63,414 18,329
Variable rate demand bonds 56,975 56,975
Commercial paper 64,500 114,500
Notes payable 51,784 42,000
Capital lease obligations 11,978 13,197
Accounts payable 204,297 192,634
Accrued taxes 84,921 78,923
Other 111,685 133,233
------------------ ------------------
649,554 649,791
------------------ ------------------
- -----------------------------------------------------------------------------------------------------------
Other long-term liabilities and deferred credits:
Accumulated deferred income taxes 691,624 719,899
Accumulated deferred investment tax credits 77,313 82,862
Environmental liabilities 68,399 70,955
Customer advances 37,171 36,619
Capital lease obligations 13,755 23,634
Other 158,597 133,962
------------------ ------------------
1,046,859 1,067,931
------------------ ------------------
- -----------------------------------------------------------------------------------------------------------
Commitments and Contingencies (Note 12)
- -----------------------------------------------------------------------------------------------------------
Total capitalization and liabilities $ 4,959,337 $ 4,923,550
================== ==================
- -----------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
66
<PAGE>
<TABLE>
<CAPTION>
INTERSTATE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
1998 1997 1996
- --------------------------------------------------------------------------------------------------------------
(in thousands)
Cash flows from operating activities:
<S> <C> <C> <C>
Net income $ 96,675 $ 144,578 $ 155,791
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation and amortization 279,505 259,663 232,363
Amortization of nuclear fuel 17,869 18,308 21,336
Amortization of deferred energy efficiency expenditures 27,083 15,786 6,669
Deferred taxes and investment tax credits (27,720) (11,661) 14,715
Refueling outage provision (4,001) 9,290 (6,374)
Impairment of oil and gas properties 9,678 9,902 -
Impairment of regulatory assets 8,969 - -
Other (3,616) 5,468 (6,777)
Other changes in assets and liabilities:
Accounts receivable 15,349 18,638 (13,935)
Notes receivable 10,018 (3,621) 14,663
Production fuel (13,484) 2,814 271
Materials and supplies (3,645) (874) 5,615
Gas stored underground 6,351 (6,603) (4,170)
Accounts payable 11,663 (27,726) 33,505
Accrued taxes 5,998 13,375 (11,676)
Benefit obligations and other 31,070 16,152 9,280
--------------- -------------- --------------
Net cash flows from operating activities 467,762 463,489 451,276
--------------- -------------- --------------
- --------------------------------------------------------------------------------------------------------------
Cash flows used for financing activities:
Common stock dividends declared (140,679) (145,631) (143,344)
Dividends payable (15,458) 285 310
Proceeds from issuance of common stock 33,832 15,535 17,393
Net change in Alliant Energy Resources, Inc. credit
facility 70,492 9,908 47,860
Proceeds from issuance of other long-term debt 77,544 295,000 61,370
Reductions in other long-term debt (27,663) (146,590) (20,679)
Net change in short-term borrowings (40,216) (109,884) 16,654
Principal payments under capital lease obligations (13,250) (12,964) (19,108)
Other (2,333) (2,410) (2,336)
--------------- -------------- --------------
Net cash flows used for financing activities (57,731) (96,751) (41,880)
--------------- -------------- --------------
- --------------------------------------------------------------------------------------------------------------
Cashflows used for investing activities:
Construction and acquisition
expenditures:
Utility (269,133) (256,760) (297,196)
Other (102,925) (71,280) (115,078)
Deferred energy efficiency expenditures - (13,344) (24,792)
Nuclear decommissioning trust funds (20,305) (17,435) (15,994)
Proceeds from disposition of assets 16,677 15,993 69,838
Shared savings expenditures (27,780) (17,610) (5,196)
Other (2,067) (1,790) (18,026)
--------------- -------------- --------------
Net cash flows used for investing activities (405,533) (362,226) (406,444)
--------------- -------------- --------------
- --------------------------------------------------------------------------------------------------------------
Net increase in cash and temporary cash investments 4,498 4,512 2,952
--------------- -------------- --------------
- --------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at beginning of period 27,329 22,817 19,865
--------------- -------------- --------------
- --------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at end of period $ 31,827 $ 27,329 $ 22,817
=============== ============== ==============
- --------------------------------------------------------------------------------------------------------------
Supplemental cash flow information:
Cash paid during the period for:
Interest $ 126,376 $ 117,255 $ 107,970
=============== ============== ==============
Income taxes $ 84,916 $ 69,272 $ 111,006
=============== ============== ==============
Noncash investing and financing activities:
Capital lease obligations incurred $ 1,426 $ 16,781 $ 14,281
=============== ============== ==============
- --------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
67
<PAGE>
<TABLE>
<CAPTION>
INTERSTATE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CAPITALIZATION
December 31,
1998 1997
- ---------------------------------------------------------------------------------------------------------------
(in thousands, except share amounts)
<S> <C> <C>
Common equity:
Common stock - $.01 par value - authorized 200,000,000 shares;
outstanding 77,630,043 and 76,481,102 shares, respectively $ 776 $ 765
Additional paid-in capital 905,130 868,903
Retained earnings 537,372 581,376
Accumulated other comprehensive income 163,017 173,512
---------------- ----------------
1,606,295 1,624,556
---------------- ----------------
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Cumulative preferred stock of subsidiaries:
Par/Stated Authorized Shares Mandatory
Value Shares Outstanding Series Redemption
<S> <C> <C> <C> <C> <C> <C>
$ 100 * 449,765 4.40% - 6.20% No 44,977 44,977
$ 25 * 599,460 6.50% No 14,986 14,986
$ 50 466,406 366,406 4.30% - 6.10% No 18,320 18,320
$ 50 ** 216,381 4.36% - 7.76% No 10,819 10,819
$ 50 ** 545,000 6.40% Yes *** 27,250 27,250
---------------- ----------------
116,352 116,352
Less: unamortized expenses (2,854) (2,983)
---------------- ----------------
113,498 113,369
---------------- ----------------
* 3,750,000 authorized shares in total
** 2,000,000 authorized shares in total
*** $53.20 mandatory redemption price
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Long-term debt:
IES Utilities Inc. -
Collateral Trust Bonds:
<S> <C> <C>
7.65% series, due 2000 50,000 50,000
7.25% series, due 2006 60,000 60,000
6-7/8% series, due 2007 55,000 55,000
6% series, due 2008 50,000 50,000
7% series, due 2023 50,000 50,000
5.5% series, due 2023 19,400 19,400
---------------- ----------------
284,400 284,400
First Mortgage Bonds:
Series Y, 8-5/8%, due 2001 60,000 60,000
Series Z, 7.6%, due 1999 50,000 50,000
9-1/8% series, due 2001 21,000 21,000
7-1/4% series, due 2007 30,000 30,000
---------------- ----------------
161,000 161,000
Pollution control obligations:
5.75%, due serially 1999 to 2003 3,136 3,276
5.95%, retired in 1998 - 10,000
Variable rate (4.20% at December 31, 1998), due 2000 to 2010 11,100 11,100
Variable/fixed rate series 1998 (4.25% through 2003), due 2023 10,000 -
---------------- ----------------
24,236 24,376
Subordinated Deferrable Interest Debentures, 7-7/8%, due 2025 50,000 50,000
Senior Debentures, 6-5/8%, due 2009 135,000 135,000
---------------- ----------------
Total IES Utilities Inc. 654,636 654,776
---------------- ----------------
</TABLE>
68
<PAGE>
<TABLE>
<CAPTION>
INTERSTATE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CAPITALIZATION (Continued)
December 31,
1998 1997
- ---------------------------------------------------------------------------------------------------------------
(in thousands)
Wisconsin Power and Light Company -
First Mortgage Bonds:
<S> <C> <C>
Series L, 6.25%, retired in 1998 $ - $ 8,899
1984 Series A, variable rate (3.85% at December 31, 1998), due 2014 8,500 8,500
1988 Series A, variable rate (4.20% at December 31, 1998), due 2015 14,600 14,600
1990 Series V, 9.3%, due 2025 27,000 27,000
1991 Series A-D, variable rate (5.15% at December 31, 1998),
due 2000 to 2015 33,875 33,875
1992 Series W, 8.6%, due 2027 90,000 90,000
1992 Series X, 7.75%, due 2004 62,000 62,000
1992 Series Y, 7.6%, due 2005 72,000 72,000
---------------- ----------------
307,975 316,874
Unsecured Debt:
Debentures, 7%, due 2007 105,000 105,000
Debentures, 5.7%, due 2008 60,000 -
---------------- ----------------
Total Wisconsin Power and Light Company 472,975 421,874
---------------- ----------------
Interstate Power Company -
First Mortgage Bonds:
8% series, due 2007 25,000 25,000
8-5/8% series, due 2021 25,000 25,000
7-5/8% series, due 2023 94,000 94,000
---------------- ----------------
144,000 144,000
Pollution Control Revenue Bonds:
5.95%, retired in 1998 - 5,850
6-3/8%, due serially 1999 to 2007 10,950 11,400
5.75%, due 2003 1,000 1,000
6.25%, due 2009 1,000 1,000
6.30%, due 2010 5,600 5,600
6.35%, due 2012 5,650 5,650
Variable/fixed rate series 1998 (4.30% through 2003),
due 2005 to 2008 4,950 -
---------------- ----------------
29,150 30,500
---------------- ----------------
Total Interstate Power Company 173,150 174,500
---------------- ----------------
Alliant Energy Resources, Inc. -
Credit facility (5.15% - 5.85% at December 31, 1998) 252,505 182,013
Multifamily Housing Revenue Bonds issued by various housing and
community development authorities, 4.20% - 7.55%, due 2004 to 2024 35,494 36,503
Other subsidiaries' debt, 0% - 10.75%, due 1999 to 2042 57,579 56,795
---------------- ----------------
Total Alliant Energy Resources, Inc. 345,578 275,311
---------------- ----------------
Interstate Energy Corporation -
8.59% Senior notes, due 2004 24,000 24,000
---------------- ----------------
1,670,339 1,550,461
---------------- ----------------
Less:
Current maturities (63,414) (18,329)
Variable rate demand bonds (56,975) (56,975)
Unamortized debt premium and (discount), net (6,819) (7,254)
---------------- ----------------
Total long-term debt 1,543,131 1,467,903
---------------- ----------------
- ---------------------------------------------------------------------------------------------------------------
Total capitalization $ 3,262,924 $ 3,205,828
================ ================
- ---------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
69
<PAGE>
<TABLE>
<CAPTION>
INTERSTATE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
Accumulated
Additional Other Total
Common Paid-In Retained Comprehensive Common
Stock Capital Earnings Income (Loss) Equity
- ----------------------------------------------------------------------------------------------------------------------------------
(in thousands)
1996:
<S> <C> <C> <C> <C> <C>
Beginning balance $ 750 $ 832,670 $ 569,982 $ - $ 1,403,402
Comprehensive income:
Net income 155,791 155,791
Other comprehensive loss net of tax:
Minimum pension liability adjustment (a) (809) (809)
-------------
Total comprehensive income 154,982
Common stock dividends (143,344) (143,344)
Common stock issued 8 18,447 18,455
Treasury stock (269) (269)
-------------- ------------- -------------- --------------- -------------
Ending balance 758 850,848 582,429 (809) 1,433,226
1997: Comprehensive income:
Net income 144,578 144,578
Other comprehensive income (loss):
Unrealized gain on securities, net of tax (b) 174,688 174,688
Foreign currency translation adjustment (20) (20)
Minimum pension liability adjustment, net of tax (a) (347) (347)
-------------
Total comprehensive income 318,899
Common stock dividends (145,631) (145,631)
Common stock issued 7 18,138 18,145
Treasury stock (83) (83)
-------------- ------------- -------------- --------------- -------------
Ending balance 765 868,903 581,376 173,512 1,624,556
1998: Comprehensive income:
Net income 96,675 96,675
Other comprehensive income (loss):
Unrealized loss on securities, net of tax (b) (4,589) (4,589)
Foreign currency translation adjustment (7,062) (7,062)
Minimum pension liability adjustment, net of tax (a) 1,156 1,156
-------------
Total comprehensive income 86,180
Common stock dividends (140,679) (140,679)
Common stock issued 11 36,263 36,274
Treasury stock (36) (36)
-------------- ------------- -------------- --------------- -------------
Ending balance $ 776 $ 905,130 $ 537,372 $ 163,017 $ 1,606,295
============== ============= ============== =============== =============
- ----------------------------------------------------------------------------------------------------------------------------------
(a) Net of tax expense (benefit) of $(565), $(243) and $808 in 1996, 1997 and
1998, respectively.
(b) Net of tax expense (benefit) of $124,271 and $(3,218) in 1997 and 1998,
respectively.
The accompanying Notes to Condolidated Financial Statements are an intergral
part of these statements.
</TABLE>
70
<PAGE>
INTERSTATE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(a) General -
The Consolidated Financial Statements include the accounts of Interstate Energy
Corporation (IEC) and its consolidated subsidiaries. IEC resulted from the April
1998 merger between WPL Holdings, Inc. (WPLH), IES Industries Inc. (IES) and
Interstate Power Company (IPC) (refer to Note 2 for a discussion of the merger).
IEC is an investor-owned holding company currently doing business as Alliant
Energy Corporation whose subsidiaries are IES Utilities Inc. (IESU), Wisconsin
Power and Light Company (WP&L), IPC, Alliant Energy Resources, Inc. (Alliant
Energy Resources) and Alliant Energy Corporate Services, Inc. (Alliant Energy
Corporate Services). IESU, WP&L and IPC are engaged principally in the
generation, transmission, distribution and sale of electric energy; the
purchase, distribution, transportation and sale of natural gas; and water and
steam services in selective markets. The principal markets of IESU, WP&L and IPC
are located in Iowa, Wisconsin, Minnesota and Illinois. Alliant Energy Resources
(through its numerous direct and indirect subsidiaries) provides energy products
and services to domestic and international markets; provides industrial services
including environmental, engineering and transportation services; invests in
affordable housing initiatives; and invests in various other strategic
initiatives. Alliant Energy Corporate Services is the subsidiary formed to
provide administrative services to IEC and its subsidiaries as required under
the Public Utility Holding Company Act of 1935 (PUHCA).
The consolidated financial statements reflect investments in controlled
subsidiaries on a consolidated basis. All significant intercompany balances and
transactions, other than certain energy-related transactions affecting IESU,
WP&L and IPC, have been eliminated from the Consolidated Financial Statements.
Such energy-related transactions are made at prices that approximate market
value and the associated costs are recoverable from customers through the rate
making process. The financial statements are prepared in conformity with
generally accepted accounting principles, which give recognition to the rate
making and accounting practices of the Federal Energy Regulatory Commission
(FERC) and state commissions having regulatory jurisdiction.
Unconsolidated investments for which IEC has at least a 20% voting interest are
generally accounted for under the equity method of accounting. These investments
are stated at acquisition cost, increased or decreased for IEC's equity in net
income or loss, which is included in "Miscellaneous, net" in the Consolidated
Statements of Income and decreased for any dividends received. Investments that
do not meet the criteria for consolidation or the equity method of accounting
are accounted for under the cost method.
The preparation of the financial statements requires management to make
estimates and assumptions that affect: 1) the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements, and 2) the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Certain prior period amounts have been reclassified on a basis consistent with
the current year presentation.
(b) Regulation -
IEC is a registered public utility holding company subject to regulation by the
Securities and Exchange Commission (SEC) under the PUHCA. IESU, WP&L and IPC are
subject to regulation by the FERC and their respective state regulatory
commissions (Iowa Utilities Board (IUB), Public Service Commission of Wisconsin
(PSCW), Minnesota Public Utilities Commission (MPUC) and Illinois Commerce
Commission (ICC)).
(c) Regulatory Assets -
IESU, WP&L and IPC are subject to the provisions of Statement of Financial
Accounting Standards, "Accounting for the Effects of Certain Types of
Regulation" (SFAS 71). SFAS 71 provides that rate-regulated public utilities
record certain costs and credits allowed in the rate making process in different
periods than for unregulated entities. These are
71
<PAGE>
deferred as regulatory assets or regulatory liabilities and are recognized in
the Consolidated Statements of Income at the time they are reflected in rates.
At December 31, 1998 and 1997, regulatory assets of $368.8 million and $388.7
million, respectively, were comprised of the following items (in millions):
<TABLE>
<CAPTION>
IESU WP&L IPC
-------------------- --------------------- ------------------
1998 1997 1998 1997 1998 1997
---------- --------- ---------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Tax-related (Note 1(d)) $81.4 $80.3 $49.3 $55.5 $29.8 $29.7
Energy efficiency program costs 39.8 59.4 53.5 29.5 25.9 30.0
Environmental liabilities (Note 12(f)) 35.2 42.9 19.5 22.2 17.5 6.2
Other 5.0 17.0 11.2 13.6 0.7 2.4
---------- --------- ---------- ---------- -------- ---------
Total $161.4 $199.6 $133.5 $120.8 $73.9 $68.3
========== ========= ========== ========== ======== =========
</TABLE>
Refer to the individual notes referenced above for a further discussion of
certain items reflected in regulatory assets. Regulators allow IESU and IPC to
earn a return on energy efficiency program costs but not on the other regulatory
assets. In Wisconsin, WP&L is allowed to earn a return on all regulatory assets
other than those associated with manufactured gas plants (MGP).
If a portion of IESU's, WP&L's or IPC's operations become no longer subject to
the provisions of SFAS 71 as a result of competitive restructuring or otherwise,
a write-down of related regulatory assets would be required, unless some form of
transition cost recovery is established by the appropriate regulatory body that
would meet the requirements under generally accepted accounting principles for
continued accounting as regulatory assets during such recovery period. In
addition, IESU, WP&L or IPC would be required to determine any impairment to
other assets and write-down such assets to their fair value.
(d) Income Taxes -
IEC follows the liability method of accounting for deferred income taxes, which
requires the establishment of deferred tax assets and liabilities, as
appropriate, for all temporary differences between the tax basis of assets and
liabilities and the amounts reported in the financial statements. Deferred taxes
are recorded using currently enacted tax rates as shown in Note 6.
Except as noted below, income tax expense includes provisions for deferred taxes
to reflect the tax effects of temporary differences between the time when
certain costs are recorded in the accounts and when they are deducted for tax
return purposes. As temporary differences reverse, the related accumulated
deferred income taxes are reversed to income. Investment tax credits have been
deferred and are subsequently credited to income over the average lives of the
related property. As part of the affordable housing business, IEC is eligible to
claim affordable housing credits. These tax credits reduce current federal taxes
to the extent IEC has consolidated taxes payable.
Consistent with Iowa rate making practices for IESU and IPC, deferred tax
expense is not recorded for certain temporary differences (primarily related to
utility property, plant and equipment). As the deferred taxes become payable
(over periods exceeding 30 years for some generating plant differences) they are
recovered through rates. Accordingly, IESU and IPC have recorded deferred tax
liabilities and regulatory assets for certain temporary differences, as
identified in Note 1(c). In Wisconsin, the PSCW has allowed rate recovery of
deferred taxes on all temporary differences since August 1991. WP&L established
a regulatory asset associated with temporary differences occurring prior to
August 1991, which is recovered through rates.
(e) Common Shares Outstanding -
The weighted average common shares outstanding used in the calculation of basic
earnings per share for IEC were 76,912,219; 76,209,935 and 75,480,539 for 1998,
1997 and 1996, respectively. The common stock shares used for calculating
diluted earnings per share for IEC were 76,928,631; 76,212,073 and 75,484,281
for 1998, 1997 and 1996, respectively.
72
<PAGE>
(f) Temporary Cash Investments -
Temporary cash investments are stated at cost, which approximates market value,
and are considered cash equivalents for the Consolidated Statements of Cash
Flows. These investments consist of short-term liquid investments that have
maturities of less than 90 days from the date of acquisition.
(g) Depreciation of Utility Property, Plant and Equipment -
IESU, WP&L and IPC use a combination of remaining life and straight-line
depreciation methods as approved by their respective regulatory commissions. The
remaining life of the Duane Arnold Energy Center (DAEC), IESU's nuclear
generating facility, is based on the Nuclear Regulatory Commission (NRC) license
life of 2014. The remaining life of the Kewaunee Nuclear Power Plant (Kewaunee),
of which WP&L is a co-owner, is based on the PSCW approved revised end-of-life
of 2002 (prior to May 1997 the calculation was based on the NRC license life of
2013). Depreciation expense related to the decommissioning of DAEC and Kewaunee
is discussed in Note 12(h). WP&L implemented higher depreciation rates effective
January 1, 1997. The average rates of depreciation for electric and gas
properties of IESU, WP&L and IPC, consistent with current rate making practices,
were as follows:
<TABLE>
<CAPTION>
IESU WP&L IPC
---------------------------------- ---------------------------------- ---------------------------------
1998 1997 1996 1998 1997 1996 1998 1997 1996
---------- ----------- ----------- ---------- ----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Electric 3.5% 3.5% 3.5% 3.6% 3.6% 3.3% 3.6% 3.6% 3.6%
Gas 3.5% 3.5% 3.5% 3.8% 3.8% 3.7% 3.4% 3.4% 3.4%
</TABLE>
(h) Property, Plant and Equipment -
Utility plant (other than acquisition adjustments at IESU of $26.8 million, net
of accumulated amortization, recorded at cost) is recorded at original cost,
which includes overhead and administrative costs and an allowance for funds used
during construction (AFUDC). The AFUDC, which represents the cost during the
construction period of funds used for construction purposes, is capitalized as a
component of the cost of utility plant. The amount of AFUDC applicable to debt
funds and to other (equity) funds, a non-cash item, is computed in accordance
with the prescribed FERC formula. These capitalized costs are recovered in rates
as the cost of the utility plant is depreciated. The aggregate gross rates used
were as follows:
1998 1997 1996
------------------- ------------------ -------------------
IESU 8.9% 6.7% 5.5%
WP&L 5.2% 6.2% 10.2%
IPC 7.0% 6.0% 5.8%
Other property, plant and equipment is recorded at original cost. Upon
retirement or sale of other property and equipment, the cost and related
accumulated depreciation are removed from the accounts and any gain or loss is
included in "Miscellaneous, net" in the Consolidated Statements of Income.
Normal repairs, maintenance and minor items of utility plant and other property,
plant and equipment are expensed. Ordinary retirements of utility plant,
including removal costs less salvage value, are charged to accumulated
depreciation upon removal from utility plant accounts and no gain or loss is
recognized.
(i) Restatement of Consolidated Financial Statements / Oil and Gas
Properties -
During the third quarter of 1998, IEC's oil and gas subsidiary, Whiting
Petroleum Corporation (Whiting), changed its accounting method for oil and gas
properties from the full cost method to the successful efforts method. While
both methods are acceptable under generally accepted accounting principles,
successful efforts is the preferred method. Management believes that the
successful efforts method more accurately presents the results of Whiting's
exploration, development and production activities and minimizes asset
impairments caused by temporary declines in oil and gas prices, which may not be
representative of overall or long-term markets or management's estimate of fair
market value. As a result, impairments will only be recognized under the
successful efforts method when there has been a permanent decline in the fair
value of the oil and gas properties. As required by generally accepted
accounting principles, all prior period financial statements of IEC presented
herein have been restated to reflect the change in accounting method.
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<PAGE>
Under the successful efforts method of accounting, Whiting capitalizes all costs
related to property acquisitions and successful exploratory wells, all
development costs and the costs of support equipment and facilities. Unproved
leasehold costs are capitalized and are reviewed periodically for impairment.
All costs related to unsuccessful exploratory wells are expensed when such wells
are determined to be non-productive and other exploration costs, including
geological and geophysical costs, are expensed as incurred. Depreciation,
depletion and amortization of proved oil and gas properties is determined on a
field-by-field basis using the unit-of-production method over the life of the
remaining proved reserves. Estimated costs (net of salvage value) of site
remediation, including offshore platform dismantlement, are included in the
depreciation and depletion calculation. Proved oil and gas properties are
reviewed on a field-by-field basis whenever events or circumstances indicate
that the carrying value of such properties may be impaired.
The cumulative effect of the restatement at January 1, 1994, was an after-tax
reduction in retained earnings of $2.7 million. The restated net income amounts
for 1994 through 1997 are as follows (in thousands):
<TABLE>
1997 1996 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income prior to restatement $ 154,290 $ 158,675 $ 147,806 $ 150,281
Adjustment for change in accounting method for
oil and gas properties from the full cost method
to the successful efforts method
(9,712) (2,884) (1,835) (4,391)
------------ ------------ ------------ ------------
Restated net income $ 144,578 $ 155,791 $ 145,971 $ 145,890
============ ============ ============ ============
The restated earnings per average common share (basic and diluted) for 1994
through 1997 are as follows:
<CAPTION>
1997 1996 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Earnings per average common share prior
to restatement (basic and diluted) $ 2.02 $ 2.10 $ 1.97 $ 2.04
Adjustment for change in accounting method for
oil and gas properties from the full cost method
to the successful efforts method (0.12) (0.04) (0.02) (0.06)
------------ ------------ ------------ ------------
Restated earnings per average common
share (basic and diluted) $ 1.90 $ 2.06 $ 1.95 $ 1.98
============ ============ ============ ============
</TABLE>
(j) Operating Revenues -
IEC accrues revenues for services rendered but unbilled at month-end in order to
more properly match revenues with expenses.
In accordance with an order from the PSCW, effective January 1, 1998, off-system
gas sales for WP&L are included in the Consolidated Statements of Income as a
reduction of the cost of gas sold rather than as gas revenues. In 1997,
off-system gas sales were included in the Consolidated Statements of Income as
gas revenue.
(k) Utility Fuel Cost Recovery -
IESU's and IPC's tariffs provide for subsequent adjustments to its electric and
natural gas rates for changes in the cost of fuel and purchased energy and in
the cost of natural gas purchased for resale. Changes in the under/over
collection of these costs are reflected in "Electric and steam production fuels"
and "Cost of utility gas sold" in the Consolidated Statements of Income. The
cumulative effects are reflected on the Consolidated Balance Sheets as a current
asset or current liability, pending automatic reflection in future billings to
customers. At IESU and IPC, purchased capacity costs are not recovered from
electric customers through energy adjustment clauses. Recovery of these costs
must be addressed in base rates in a formal rate proceeding.
WP&L's retail electric rates are based in part on forecasted fuel and
purchased-power costs. Under PSCW rules,
74
<PAGE>
Wisconsin utilities can seek emergency rate increases if the annual costs are
more than 3% higher than the estimated costs used to establish rates. WP&L has a
gas performance incentive which includes a sharing mechanism whereby 40% of all
gains and losses relative to current commodity prices, as well as other
benchmarks, are retained by WP&L rather than refunded to or recovered from
customers.
(l) Nuclear Refueling Outage Costs -
The IUB allows IESU to collect, as part of its base revenues, funds to offset
other operating and maintenance expenditures incurred during refueling outages
at DAEC. As these revenues are collected, an equivalent amount is charged to
other operating and maintenance expenses with a corresponding credit to a
reserve. During a refueling outage, the reserve is reversed to offset the
refueling outage expenditures. Operating expenses incurred during refueling
outages at Kewaunee are expensed by WP&L as incurred.
(m) Nuclear Fuel -
Nuclear fuel for DAEC is leased. Annual nuclear fuel lease expenses include the
cost of fuel, based on the quantity of heat produced for the generation of
electric energy, plus the lessor's interest costs related to fuel in the reactor
and administrative expenses. Nuclear fuel for Kewaunee is recorded at its
original cost and is amortized to expense based upon the quantity of heat
produced for the generation of electricity. This accumulated amortization
assumes spent nuclear fuel will have no residual value. Estimated future
disposal costs of such fuel are expensed based on kilowatt-hours generated.
(n) Translation of Foreign Currency -
Assets and liabilities of international investments where the local currency is
the functional currency have been translated at year-end exchange rates and
related income statement results have been translated using average exchange
rates prevailing during the year. Adjustments resulting from translation have
been recorded in other comprehensive income.
(o) Comprehensive Income -
On January 1, 1998, IEC adopted SFAS 130, "Reporting Comprehensive Income." SFAS
130 establishes standards for reporting of comprehensive income and its
components in a full set of general purpose financial statements. SFAS 130
requires reporting a total for comprehensive income which includes, in addition
to net income: (1) unrealized holding gains/losses on securities classified as
available-for-sale under SFAS 115; (2) foreign currency translation adjustments
accounted for under SFAS 52; and (3) minimum pension liability adjustments made
pursuant to SFAS 87. Refer to the "Consolidated Statements of Changes in Common
Equity" for additional information regarding comprehensive income.
(p) Derivative Financial Instruments -
From time to time, IEC enters into interest rate swaps to reduce exposure to
interest rate fluctuations in connection with short and variable rate long-term
debt issues. The swap's cash flows correspond with those of the underlying
exposures. The related costs associated with these agreements are amortized over
their respective lives as components of interest expense.
IEC, through its consolidated subsidiaries, currently utilizes derivative
financial and commodity instruments to reduce price risk inherent in its gas and
electric activities on a very limited basis and such instruments may not be used
for trading purposes. The costs or benefits associated with any such hedging
activities are recognized when the related purchase or sale transactions are
completed.
(2) MERGER:
On April 21, 1998, IES, WPLH and IPC completed a three-way merger (Merger)
forming IEC. Each outstanding share of common stock of IES, WPLH and IPC was
exchanged for 1.14, 1.0 and 1.11 shares, respectively, of IEC
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<PAGE>
common stock resulting in the issuance of approximately 77 million shares of IEC
common stock, $.01 par value per share. The outstanding debt and preferred stock
securities of IEC and its subsidiaries were not affected by the Merger. In
connection with the Merger, the number of authorized shares of IEC common stock
was increased to 200,000,000.
The Merger was accounted for as a pooling of interests and the accompanying
Consolidated Financial Statements, along with the related notes, are presented
as if the companies were combined as of the earliest period presented. As part
of the pooling, the accrued pension liability (and offsetting regulatory asset),
of IES was recomputed using the method used by WPLH and IPC to recognize
deferred asset gains. In addition, IPC adopted unbilled revenues as part of the
pooling to conform to the revenue accounting method used by WPLH and IES.
Neither of these adjustments had any income statement impact for the periods
presented in this report.
Operating revenues and net income for the three months ended March 31, 1998, and
for the years ended December 31, 1997, and December 31, 1996, were as follows
(in millions):
<TABLE>
<CAPTION>
WPLH IES IPC IEC
------------ ------------ ------------ -------------
Three months ended March 31, 1998
<S> <C> <C> <C> <C>
Operating revenues $229.5 $241.7 $85.1 $556.3
Net income $15.8 $8.1 $5.0 $28.9
Year ended December 31, 1997
Operating revenues $978.7 $990.1 $331.8 $2,300.6
Net income $61.3 $56.6 $26.7 $144.6
Year ended December 31, 1996
Operating revenues $932.8 $973.9 $326.1 $2,232.8
Net income $71.9 $58.0 $25.9 $155.8
</TABLE>
The financial results of IES have been restated for all periods presented to
reflect a change in accounting method for Whiting's oil and gas properties
implemented in the third quarter of 1998 from the full cost method to the
successful efforts method. See Note 1(i) for additional information. In
addition, the operating revenues of WPLH and IES for the 1998 and 1997 periods
presented have been adjusted to reflect the financial results of a joint venture
between the two companies as a consolidated subsidiary.
(3) LEASES:
IESU has a capital lease covering its 70% undivided interest in nuclear fuel
purchased for DAEC. Future purchases of fuel may also be added to the fuel
lease. This lease provides for annual one-year extensions and IESU intends to
continue exercising such extensions. Interest costs under the lease are based on
commercial paper costs incurred by the lessor. IESU is responsible for the
payment of taxes, maintenance, operating cost, risk of loss and insurance
relating to the leased fuel. The lessor has a $45 million credit agreement with
a bank supporting the nuclear fuel lease. The agreement continues on a
year-to-year basis, unless either party provides at least a three-year notice of
termination; no such notice of termination has been provided by either party.
Annual nuclear fuel lease expenses (included in "Electric and steam production
fuels" in the Consolidated Statements of Income) for 1998, 1997 and 1996 were
$14.2 million, $16.6 million and $18.2 million, respectively.
IEC's operating lease rental expenses for 1998, 1997 and 1996 were $21.6
million, $20.3 million and $20.0 million, respectively. IEC's future minimum
lease payments by year are as follows (in thousands):
76
<PAGE>
Capital Operating
Year Leases Leases
------------------------------------- --------------- ---------------
1999 $ 12,293 $ 23,075
2000 8,051 19,743
2001 4,338 14,183
2002 2,674 9,649
2003 561 7,333
Thereafter 141 29,961
---------------
---------------
28,058 $ 103,944
===============
Less: Amount representing interest 2,325
---------------
Present value of net minimum
capital lease payments $ 25,733
===============
(4) UTILITY ACCOUNTS RECEIVABLE:
Utility customer accounts receivable, including unbilled revenues, arise
primarily from the sale of electricity and natural gas. At December 31, 1998,
IEC was serving a diversified base of residential, commercial and industrial
customers and did not have any significant concentrations of credit risk.
Separate accounts receivable financing arrangements exist for two of IEC's
utility subsidiaries, IESU and WP&L, which are similar in most important
aspects. In both cases, the utility subsidiaries sell up to a pre-determined
maximum amount of accounts receivable to a financial institution on a limited
recourse basis, including sales to customers and to other public, municipal and
cooperative utilities, as well as billings to the co-owners of the jointly-owned
electric generating plants that the utility subsidiaries operate. The amounts
are discounted at the then-prevailing market rate and additional administrative
fees are payable according to the activity levels undertaken. All billing and
collection functions remain the responsibility of the respective utilities.
Specifics of the two agreements include (dollars in millions):
IESU WP&L
-------------- -----------
Year agreement expires 1999 1999
Maximum amount of receivables that can be sold $65 $150
Effective 1998 all-in cost 6.02% 5.95%
Average monthly sale of receivables - 1998 $63 $83
- 1997 $65 $92
Receivables sold at December 31, 1998 $55 $75
(5) INVESTMENTS:
(a) McLeodUSA Inc. (McLeod) -
At December 31, 1998, IEC had the following investment in McLeod, a
telecommunications company (in millions):
Shares Cost Fair Market Value
----------- ---------- -------------------
Class A common stock 9.0 $ 29.1 $ 282.0
Unexercised vested options,
net of cost to exercise 1.3 - 38.3
----------- ---------- -------------------
10.3 $ 29.1 $ 320.3
=========== ========== ===================
Pursuant to the provisions of SFAS 115, IEC's investment in McLeod is considered
an available-for-sale security thus the carrying value of the investment is
adjusted to the estimated fair value each quarter based on the closing price at
the end of the quarter. The adjustment does not impact earnings as the
unrealized gains or losses, net of taxes, are recorded directly to the common
equity section of the Consolidated Balance Sheets. In addition, any such gains
or losses are reflected in current earnings only at the time they are realized
through a sale. IEC entered into an agreement in November 1998 with McLeod
whereby IEC's ability to sell the McLeod stock is subject to various
restrictions.
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<PAGE>
(b) Foreign Entities -
At December 31, 1998, IEC had $68.9 million of investments in foreign entities
on its Consolidated Balance Sheets that included: 1) investments in several
generation facilities in China; 2) investments in several New Zealand utility
entities; and 3) an investment in an international venture capital fund. IEC
accounts for the China investments under the equity method and the other
investments under the cost method. The geographic concentration of IEC's
investments in foreign entities at December 31, 1998, included investments of
approximately $36.1 million in China, $32.3 million in New Zealand and $0.5
million in other countries.
(6) INCOME TAXES:
The components of federal and state income taxes for IEC for the years ended
December 31 were as follows (in millions):
<TABLE>
<CAPTION>
1998 1997 1996
--------------- -------------- ---------------
<S> <C> <C> <C>
Current tax expense $ 92.5 $ 99.6 $ 96.9
Deferred tax expense (22.2) (6.1) 20.3
Amortization of investment tax credits (5.6) (5.6) (5.6)
Affordable housing tax credits (6.6) (6.2) (5.8)
--------------- -------------- ---------------
$ 58.1 $ 81.7 $ 105.8
=============== ============== ===============
</TABLE>
The overall effective income tax rates shown below for the years ended December
31 were computed by dividing total income tax expense by income before income
taxes and preferred dividend requirements of subsidiaries.
<TABLE>
<CAPTION>
1998 1997 1996
-------------- -------------- -------------
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal benefits 8.0 6.4 6.5
Affordable housing tax credits (4.1) (2.7) (2.2)
Amortization of investment tax credits (3.4) (2.4) (2.1)
Adjustment of prior period taxes (0.4) (2.2) 1.0
Merger expenses 2.4 0.5 1.2
Oil and gas production credits (1.6) (0.6) (0.5)
Other items, net 0.1 1.1 0.3
-------------- -------------- -------------
Overall effective income tax rate 36.0% 35.1% 39.2%
============== ============== =============
</TABLE>
The accumulated deferred income taxes (assets) and liabilities as set forth
below on the Consolidated Balance Sheets at December 31 arise from the following
temporary differences (in millions):
1998 1997
--------------- --------------
Property related $ 677.7 $ 654.7
McLeod investment 121.1 124.3
Investment tax credit related (43.0) (46.1)
Decommissioning related (33.4) (31.7)
Other (30.8) 18.7
--------------- --------------
$ 691.6 $ 719.9
=============== ==============
(7) BENEFIT PLANS:
(a) Pension Plans and Other Postretirement Benefits -
IEC adopted SFAS 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits" in 1998. IEC has several non-contributory defined
benefit pension plans that cover substantially all of its employees who are
subject to a collective bargaining agreement. Plan benefits are generally based
on years of service and compensation during the employees' latter years of
employment. Eligible employees of IEC that are not subject to a collective
bargaining agreement are covered by the Alliant Energy Cash Balance Pension
Plan, a non-contributory defined benefit pension
78
<PAGE>
plan. During each year of service, IEC credits each participant's account with a
benefit credit equal to 5% of base pay as well as a guaranteed minimum interest
credit equal to 4%. The projected unit credit actuarial cost method was used to
compute pension cost and the accumulated and projected benefit obligations.
IEC's policy is to fund all of the pension plans at an amount that is at least
equal to the minimum funding requirements mandated by the Employee Retirement
Income Security Act of 1974, as amended (ERISA), and that does not exceed the
maximum tax deductible amount for the year.
IEC also provides certain other postretirement benefits to retirees, including
medical benefits for retirees and their spouses (and Medicare Part B
reimbursement for certain retirees) and, in some cases, retiree life insurance.
IESU's and IPC's funding of other postretirement benefits generally approximates
the annual rate recovery of such costs, while WP&L's funding generally
approximates the maximum tax deductible amount on an annual basis.
The weighted-average assumptions as of the measurement date of September 30 are
as follows:
<TABLE>
<CAPTION>
Qualified Pension Benefits Other Postretirement Benefits
----------------------------------- --------------------------------------
1998 1997 1996 1998 1997 1996
----------- ----------- ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Discount rate 6.75% 7.25% 7.50% 6.75% 7.25% 7.50%
Expected return on plan assets 9% 8-9% 8-9% 9% 8-9% 8-9%
Rate of compensation increase 3.5-4.5% 3.5-5.0% 3.5-5.0% 3.5% 3.5% 3.5%-4.5%
Medical cost trend on covered charges:
Initial trend range N/A N/A N/A 8% 8% 8-9%
Ultimate trend range N/A N/A N/A 5.0-6.0% 5.0-6.5% 5.0-6.5%
The components of IEC's qualified pension benefits and other postretirement
benefits costs are as follows (in millions):
<CAPTION>
Qualified Pension Benefits Other Postretirement Benefits
------------------------------------ ---------------------------------
1998 1997 1996 1998 1997 1996
---------- ---------- --------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 13.8 $ 13.1 $ 13.4 $ 5.1 $ 4.7 $ 4.9
Interest cost 35.4 32.2 30.0 9.7 9.8 9.6
Expected return on plan assets (47.2) (39.0) (36.8) (3.7) (2.6) (1.9)
Amortization of:
Transition obligation (asset) (2.4) (2.4) (2.4) 4.7 4.9 5.0
Prior service cost 2.8 2.5 1.7 (0.3) (0.3) (0.3)
Actuarial (gain) / loss (0.9) - 0.4 (1.2) (0.2) (0.1)
---------- ----------- --------- ------- -------- ---------
Total $ 1.5 $ 6.4 $ 6.3 $ 14.3 $ 16.3 $ 17.2
========== ========== ========= ======= ======== =========
</TABLE>
During 1998, 1997 and 1996, IEC recognized an additional $10.3 million, $5.1
million and $4.7 million, respectively, of costs in accordance with SFAS 88. The
charges were for severance and early retirement programs in the respective
years. In addition, during 1998 and 1997, IEC recognized $10.2 million and $1.7
million, respectively, of curtailment charges relating to IEC's other
postretirement benefits. The amounts include a December 1998 early retirement
program.
The measurement date for accounting purposes is September 30 for IEC as
disclosed above. Prior to the Merger, WPLH, IPC and IES used December 31,
November 1 and September 30 measurement dates, respectively.
The assumed medical trend rates are critical assumptions in determining the
service and interest cost and accumulated postretirement benefit obligation
related to postretirement benefit costs. A one percent change in the medical
trend rates for 1998, holding all other assumptions constant, would have the
following effects (in millions):
<TABLE>
<CAPTION>
1 Percent Increase 1 Percent Decrease
--------------------- ---------------------
<S> <C> <C>
Effect on total of service and interest cost components $2.3 ($1.8)
Effect on postretirement benefit obligation $15.6 ($13.0)
</TABLE>
79
<PAGE>
A reconciliation of the funded status of IEC's plans to the amounts recognized
on IEC's Consolidated Balance Sheets at December 31 is presented below (in
millions):
<TABLE>
<CAPTION>
Qualified Pension Benefits Other Postretirement Benefits
---------------------------- --------------------------------
1998 1997 1998 1997
----------- ------------ ------------ --------------
Change in benefit obligation:
<S> <C> <C> <C> <C>
Net benefit obligation at beginning of year $ 474.2 $ 426.6 $ 146.4 $ 136.5
Service cost 13.8 13.1 5.1 4.7
Interest cost 35.4 32.2 9.7 9.8
Plan participants' contributions - - 1.3 1.4
Plan amendments (2.5) 11.8 - -
Actuarial (gain) / loss 24.8 13.7 (3.6) 1.0
Curtailments (3.0) 2.5 1.9 0.7
Special termination benefits 10.7 5.1 - -
Gross benefits paid (25.0) (30.8) (7.5) (7.7)
----------- ------------ ------------ --------------
Net benefit obligation at end of year 528.4 474.2 153.3 146.4
----------- ------------ ------------ --------------
Change in plan assets:
Fair value of plan assets at beginning of year 529.1 482.6 50.7 37.2
Actual return on plan assets 2.2 72.5 2.5 3.7
Employer contributions - 4.8 7.0 16.1
Plan participants' contributions - - 1.3 1.4
401(h) assets recognized - - 1.1 -
Gross benefits paid (25.0) (30.8) (7.5) (7.7)
----------- ------------ ------------ --------------
Fair value of plan assets at end of year 506.3 529.1 55.1 50.7
----------- ------------ ------------ --------------
Funded status at end of year (22.1) 54.9 (98.2) (95.7)
Unrecognized net actuarial (gain) / loss 30.3 (56.9) (7.5) (4.0)
Unrecognized prior service cost 25.8 32.1 (1.7) (2.3)
Unrecognized net transition obligation (asset) (10.6) (13.0) 60.6 73.2
----------- ------------ ------------ --------------
Net amount recognized at end of year $ 23.4 $ 17.1 $ (46.8) $ (28.8)
=========== ============ ============ ==============
Amounts recognized on the Consolidated
Balance Sheets consist of:
Prepaid benefit cost $ 38.9 $ 42.7 $ 0.9 $ 0.9
Accrued benefit cost (15.5) (25.6) (47.7) (29.7)
Additional minimum liability (7.7) - - -
Intangible asset 7.7 - - -
----------- ------------ ------------ --------------
Net amount recognized at measurement date 23.4 17.1 (46.8) (28.8)
----------- ------------ ------------ --------------
Contributions paid after 9/30 and prior to 12/31 - - 6.8 -
----------- ------------ ------------ --------------
Net amount recognized at 12/31/98 $ 23.4 $ 17.1 $ (40.0) $ (28.8)
=========== ============ ============ ==============
</TABLE>
The benefit obligation and fair value of plan assets for the postretirement
welfare plans with benefit obligations in excess of plan assets were $146.5
million and $45.3 million, respectively, as of September 30, 1998 and $139.8
million and $46.3 million, respectively, as of the prior measurement date. The
projected benefit obligation, accumulated benefit obligation and fair value of
plan assets for the pension plans with benefit obligations in excess of plan
assets were $250.5 million, $241.1 million and $217.9 million, respectively, as
of September 30, 1998.
IEC also sponsors several non-qualified pension plans which cover certain
current and former officers. Funding of such plans at December 31, 1998, totaled
approximately $4 million. IEC's pension benefit obligation under these plans was
$25.8 million and $18.7 million at December 31, 1998 and 1997, respectively.
IEC's pension expense under these plans was $4.5 million, $3.7 million, and $2.0
million in 1998, 1997 and 1996, respectively.
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<PAGE>
A significant number of IEC employees also participate in defined contribution
pension plans (401(k) plans). IEC's contributions to the plans, which are based
on the participants' level of contribution, were $7.7 million, $5.5 million and
$4.9 million in 1998, 1997 and 1996, respectively.
(b) Long-Term Equity Incentive Plan -
IEC has a long-term equity incentive plan which permits the grant of
non-qualified stock options, incentive stock options, restricted stock,
performance shares and performance units to key employees. As of December 31,
1998, only non-qualified stock options and performance units had been granted to
key employees. The maximum number of shares of IEC common stock that may be
issued under the plan may not exceed one million. Options are granted at the
fair market value of the shares on the date of grant and vest over three years.
Options outstanding will expire no later than 10 years after the grant date. The
first options were granted in 1995 and became exercisable in January 1998. All
options granted prior to the consummation of the Merger were issued by WPLH. A
summary of the stock option activity for 1998, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------------------- ----------------------- -----------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 191,800 $28.98 114,150 $29.56 41,900 $27.50
Options granted 636,451 31.32 77,650 28.12 72,250 30.75
Options exercised (8,900) 28.59 - - - -
Options forfeited (68,267) 30.49 - - - -
----------------------- ----------------------- -----------------------
Outstanding at end of year 751,084 $30.83 191,800 $28.98 114,150 $29.56
======================= ======================= =======================
Exercisable at end of year 38,250 $27.50 - -
</TABLE>
The range of exercise prices for the options outstanding at December 31, 1998
was $27.50 to $31.56.
The value of the options at the grant date using the Black-Scholes pricing
method is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Value of options based on Black-Scholes model $4.93 $3.30 $3.47
Volatility 21% 15% 16%
Risk free interest rate 5.75% 6.43% 5.56%
Expected life 10 years 10 years 10 years
Expected dividend yield 7.0% 7.0% 7.0%
</TABLE>
IEC follows Accounting Principles Board (APB) Opinion 25, "Accounting for Stock
Issued to Employees," to account for stock options. No compensation cost is
recognized because the option exercise price is equal to the market price of the
underlying stock on the date of grant. Had compensation cost for the plan been
determined based on the Black-Scholes value at the grant dates for awards as
prescribed by SFAS 123 "Accounting for Stock-Based Compensation," pro forma net
income and earnings per share would have been:
1998 1997 1996
----------- ----------- -----------
Net income (in millions) $93.5 $144.3 $155.5
Earnings per share (basic and diluted) $1.22 $1.89 $2.06
The performance units represent accumulated dividends on the shares underlying
the non-qualified stock options and are expensed over a three-year vesting
period based on the annual dividend rate at the grant date. The performance unit
payout is contingent upon three-year performance criteria. The cost of this
program in 1998, 1997 and 1996 was not significant.
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<PAGE>
(8) COMMON, PREFERRED AND PREFERENCE STOCK:
(a) Common Stock -
During 1998, 1997 and 1996, IEC issued 890,035; 687,962 and 777,649 shares of
common stock under its various stock plans, respectively. Shares issued prior to
the Merger consummation by IES and IPC have been adjusted for the applicable
conversion ratios. In addition, 260,039 shares were issued in 1998 in connection
with the acquisition of oil and gas properties. At December 31, 1998, IEC had a
total of 4.0 million shares available for issuance pursuant to its Shareowner
Direct Plan, Long-Term Equity Incentive Plan and 401(k) Savings Plan. IEC has
declared a quarterly dividend of 50 cents per share each quarter since the
consummation of the Merger.
During 1998, 1997 and 1996, IEC reacquired 1,133 shares, 3,278 shares and 10,771
shares, respectively, of its common stock on the open market. Such shares were
reacquired by IES prior to the consummation of the Merger and have been adjusted
for the IES conversion ratio. These shares were subsequently issued to various
IEC directors and employees. At December 31, 1998, no shares remained held as
treasury stock.
In October 1998, the Board of Directors of IEC adopted a new Shareowner Rights
Plan (new plan) to replace IEC's former plan that expired on February 22, 1999.
The new plan was approved on January 15, 1999 by the SEC. On January 20, 1999,
the Board of Directors declared a dividend of one common share purchase right
(right) on each outstanding share of IEC's common stock which was issued on
February 22, 1999 to coincide with the expiration of the former plan. Rights
under the new plan will be exercisable only if a person or group acquires, or
announces a tender offer to acquire, 15% or more of IEC's common stock. Each
right will initially entitle shareowners to buy one-half of one share of IEC's
common stock. The rights will only be exercisable in multiples of two at an
initial price of $95.00 per full share, subject to adjustment. If any shareowner
acquires 15% or more of the outstanding common stock of IEC, each right (subject
to limitations) will entitle its holder to purchase, at the right's then current
exercise price, a number of common shares of IEC or of the acquirer having a
market value at the time of twice the right's per full share exercise price. The
Board of Directors is also authorized to reduce the 15% thresholds to not less
than 10%.
In rate order UR-110, the PSCW ordered that it must approve the payment of
dividends by WP&L to IEC that are in excess of the level forecasted in the rate
order ($58.3 million), if such dividends would reduce WP&L's average common
equity ratio below 52.00% of total capitalization. The dividends paid by WP&L to
IEC since the rate order was issued have not exceeded the level forecasted in
the rate order.
(b) Preferred and Preference Stock -
In 1993, IPC issued 545,000 shares of 6.40%, $50 par value preferred stock with
a final redemption date of May 1, 2022. Under the provisions of the mandatory
sinking fund, beginning in 2003, IPC is required to redeem annually $1.4 million
of 6.40% preferred stock (27,250 shares).
(9) DEBT:
(a) Short-Term Debt
IEC maintains committed bank lines of credit, most of which are at the bank
prime rates, to obtain short-term borrowing flexibility, including pledging
lines of credit as security for any commercial paper outstanding. Amounts
available under these lines of credit totaled $150 million as of December 31,
1998. Commitment fees are paid to maintain these lines and there are no
conditions which restrict the unused lines of credit. Alliant Energy Resources
also maintains a credit agreement with various banking institutions. The
unborrowed portion of this agreement is also used to support Alliant Energy
Resources' commercial paper program. The amount available under this agreement
as of December 31, 1998, was $150 million. Information regarding short-term debt
and lines of credit is as follows (in millions):
82
<PAGE>
<TABLE>
<CAPTION>
1998 1997 1996
---------------- --------------- ---------------
As of year end--
<S> <C> <C> <C>
Commercial paper outstanding $64.5 $114.5 $198.2
Notes payable outstanding $51.8 $42.0 $68.3
Discount rates on commercial paper 5.10-6.55% 5.82-5.90% 5.35-6.05%
Interest rates on notes payable 5.44-7.00% 5.00-5.90% 5.28-6.59%
For the year ended--
Average amount of short-term debt
(based on daily outstanding balances) $126.6 $211.0 $207.9
Average interest rate on short-term debt 5.55% 5.61% 5.57%
</TABLE>
(b) Long-Term Debt
IESU's Indentures and Deeds of Trust securing its First Mortgage Bonds
constitute direct first mortgage liens upon substantially all tangible public
utility property. IESU's Indenture and Deed of Trust securing its Collateral
Trust Bonds constitutes a second lien on substantially all tangible public
utility property while First Mortgage Bonds remain outstanding. Substantially
all of WP&L's and IPC's utility plant is secured by its First Mortgage Bonds.
WP&L also maintains an unsecured indenture relating to the issuance of debt
securities. In addition, IEC's long-term debt includes unsecured debentures,
notes payable and revenue bonds related to its affordable housing properties.
Alliant Energy Resources is a party to a 3-Year Credit Agreement with various
banking institutions. The agreement extends through October 2000, with one-year
extensions available upon agreement by the parties. Unused borrowing
availability under this agreement is also used to support Alliant Energy
Resources' commercial paper program. A combined maximum of $450 million of
borrowings under this agreement and the commercial paper program may be
outstanding at any one time. Interest rates and maturities are set at the time
of borrowing. The rates are based upon quoted market prices and the maturities
are less than one year. At December 31, 1998, Alliant Energy Resources had $253
million of commercial paper outstanding backed by this facility with interest
rates ranging from 5.15%-5.85%. (See Note 11(a) for a discussion of several
interest rate swaps Alliant Energy Resources has entered into relative to $200
million of short-term borrowings under, or backed by, this agreement). Alliant
Energy Resources intends to continue issuing commercial paper backed by this
facility and no conditions existed at December 31, 1998 that would prevent the
issuance of commercial paper or direct borrowings on its bank lines.
Accordingly, this debt is classified as long-term.
Debt maturities (excluding periodic sinking fund requirements, which will not
require additional cash expenditures) for 1999 to 2003 are $318.1 million, $56.0
million, $84.7 million, $3.8 million and $9.3 million, respectively. Depending
upon market conditions, it is currently anticipated that a majority of the
maturing debt will be refinanced with the issuance of long-term securities.
Refer to "Management's Discussion and Analysis of Financial Condition and
Results of Operations" (MD&A) for a further discussion of IEC's debt.
(10) ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS:
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:
o Current Assets and Current Liabilities - The carrying amount approximates
fair value because of the short maturity of such financial instruments.
o Nuclear Decommissioning Trust Funds - The carrying amount represents the
fair value of these trust funds, as reported by the trustee. The balance of
the "Nuclear decommissioning trust funds" as shown on the Consolidated
Balance Sheets included $43.0 million and $35.7 million of net unrealized
gains at December 31, 1998 and December 31, 1997, respectively, on the
investments held in the trust funds. The accumulated reserve for
decommissioning costs was adjusted by a corresponding amount.
o Cumulative Preferred Stock - Based upon the market yield of similar
securities and quoted market prices.
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<PAGE>
o Long-Term Debt - Based upon the market yield of similar securities and
quoted market prices.
o Investment in McLeod - Pursuant to the provisions of SFAS 115, the carrying
value of the McLeod investment is adjusted to estimated fair value based on
the closing price at the end of the quarter.
o Investments in New Zealand - Fair value of the New Zealand investments are
generally based on quoted market prices.
The following table presents the carrying amount and estimated fair value of
certain financial instruments for IEC as of December 31 (in millions):
<TABLE>
<CAPTION>
1998 1997
--------------------------- ----------------------------
Carrying Fair Carrying Fair
Value Value Value Value
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Nuclear decommissioning trust funds $ 226 $ 226 $ 190 $ 190
Cumulative preferred stock 113 109 113 105
Long-term debt, including current portion 1,664 1,753 1,543 1,600
Investment in McLeod (Note 5(a)) 320 320 328 328
Investments in New Zealand (Note 5(b)) 32 44 34 33
</TABLE>
Since IESU, WP&L and IPC are subject to regulation, any gains or losses related
to the difference between the carrying amount and the fair value of its
financial instruments may not be realized by IEC's shareowners.
(11) DERIVATIVE FINANCIAL INSTRUMENTS:
IEC, through its consolidated subsidiaries, has historically had only limited
involvement with derivative financial instruments and has not used them for
speculative purposes. They have been used to manage well-defined interest rate
and commodity price risks.
(a) Interest Rate Swaps and Forward Contracts -
At December 31, 1998, Alliant Energy Resources had two interest rate swap
agreements outstanding (both expiring in April 2000 with the bank having a
1-year extension option for one of the agreements) each with a notional amount
of $100 million. WP&L also had two interest rate swap agreements outstanding
(both expiring in 2000) at December 31, 1998, and the combined notional amount
of the two agreements was $30 million. These agreements were entered into in
order to reduce the impact of changes in variable interest rates by converting
variable rate borrowings into fixed rate borrowings thus all agreements require
Alliant Energy Resources and WP&L to pay a fixed rate and receive a variable
rate. Had Alliant Energy Resources and WP&L terminated the agreements at
December 31, 1998, they would have had to make payments of $2.9 million and $0.3
million, respectively.
On September 14, 1998, WP&L entered into an interest rate forward contract
related to the anticipated issuance of $60 million of debentures. The securities
were issued on October 30, 1998, and the forward contract was settled, which
resulted in a cash payment of $1.5 million by WP&L.
(b) Gas Commodities Instruments -
WP&L uses gas commodity swaps to reduce the impact of price fluctuations on gas
purchased and injected into storage during the summer months and withdrawn and
sold at current market prices during the winter months. The notional amount of
gas commodity swaps outstanding as of December 31, 1998, was 5.8 million
dekatherms. Had WP&L terminated all of the agreements existing at December 31,
1998, it would have realized an estimated gain of $0.8 million.
(c) Electricity Trading Joint Venture -
IEC has a 50% interest in an electricity trading joint venture with Cargill
Incorporated (Cargill) which is accounted for under the equity method of
accounting. The joint venture's trading activities principally consist of
marketing
84
<PAGE>
and trading over-the-counter contracts for the purchase and sale of electricity.
The majority of the forward contracts represent commitments to purchase or sell
electricity at fixed prices in the future and require settlement by physical
delivery of electricity or are netted out in accordance with industry trading
standards. The value-at-risk of the joint venture for its forward contracts
outstanding at December 31, 1998, was not significant.
(12) COMMITMENTS AND CONTINGENCIES:
(a) Construction and Acquisition Program -
Plans for IEC's construction and acquisition program can be found elsewhere in
this report in the "Liquidity and Capital Resources - Capital Requirements"
section of MD&A.
(b) Purchased-Power, Coal and Natural Gas Contracts
IEC has entered into purchased-power capacity and coal contracts and its minimum
commitments are as follows (dollars in millions, megawatt-hours (MWHs) and tons
in thousands):
Coal
(including transportation
Purchased-Power costs)
--------------------------- --------------------------------
Dollars MWHs Dollars Tons
----------- ------------ ------------- ---------------
1999 $ 104.0 1,691 $ 49.2 11,560
2000 102.4 1,571 24.6 4,457
2001 71.0 925 15.7 2,695
2002 43.5 280 5.4 1,036
2003 36.2 280 0.3 95
IEC is in the process of negotiating several new coal contracts. In addition, it
expects to supplement its coal contracts with spot market purchases to fulfill
its future fossil fuel needs.
IEC also has various natural gas supply, transportation and storage contracts
outstanding. The minimum dekatherm commitments, in millions, for 1999-2003 are
194.8, 162.8, 146.8, 122.3 and 95.1, respectively. The minimum dollar
commitments for 1999-2003, in millions, are $158.7, $95.9, $83.5, $58.8 and
$46.1, respectively. The gas supply commitments are all index-based. IEC expects
to supplement its natural gas supply with spot market purchases as needed.
(c) Information Technology Services -
In May 1998, IEC entered into an agreement, expiring in 2004, with Electronic
Data Systems Corporation (EDS) for information technology services. IEC's
anticipated operating and capital expenditures under the agreement for 1999 are
estimated to total approximately $21 million. Future costs under the agreement
are variable and are dependent upon IEC's level of usage of technological
services from EDS.
(d) Financial Guarantees and Commitments
IEC has financial guarantees, which were generally issued to support third-party
borrowing arrangements and similar transactions, amounting to $18.1 million
outstanding at December 31, 1998. Such guarantees are not reflected in the
consolidated financial statements. Management believes that the likelihood of
IEC having to make any material cash payments under these agreements is remote.
In addition, as part of IEC's electricity trading joint venture with Cargill,
Cargill has made guarantees to certain counterparties regarding the performance
of contracts entered into by the joint venture. Guarantees of approximately $50
million have been issued of which approximately $5 million were outstanding at
December 31, 1998. Under the terms of the joint venture agreement, any payments
required under the guarantees would be shared by IEC and Cargill on a 50/50
basis to the extent the joint venture is not able to reimburse the guarantor for
payments made under the guarantee.
85
<PAGE>
As of December 31, 1998, Alliant Energy Resources had extended commitments to
provide $7.2 million in nonrecourse, fixed rate, permanent financing to
developers which are secured by affordable housing properties. IEC anticipates
other lenders will ultimately finance these properties.
(e) Nuclear Insurance Programs-
Public liability for nuclear accidents is governed by the Price Anderson Act of
1988, which sets a statutory limit of $9.8 billion for liability to the public
for a single nuclear power plant incident and requires nuclear power plant
operators to provide financial protection for this amount. As required, IESU
provides this financial protection for a nuclear incident at DAEC through a
combination of liability insurance ($200 million) and industry-wide
retrospective payment plans ($9.6 billion). Under the industry-wide plan, each
operating licensed nuclear reactor in the United States is subject to an
assessment in the event of a nuclear incident at any nuclear plant in the United
States. The owners of DAEC could be assessed a maximum of $88.1 million per
nuclear incident, with a maximum of $10 million per incident per year (of which
IESU's 70 % ownership portion would be approximately $61.7 million and $7
million, respectively) if losses relating to the incident exceeded $200 million.
These limits are subject to adjustments for changes in the number of
participants and inflation in future years. On a similar note, WP&L, as a 41%
owner of Kewaunee, is subject to an overall assessment of approximately $36.1
million per incident, not to exceed $4.1 million payable in any given year.
IESU and WP&L are members of Nuclear Electric Insurance Limited (NEIL). NEIL
provides $1.9 billion of insurance coverage for IESU and $1.8 billion for WP&L
on certain property losses for property damage, decontamination and premature
decommissioning. The proceeds from such insurance, however, must first be used
for reactor stabilization and site decontamination before they can be used for
plant repair and premature decommissioning. NEIL also provides separate coverage
for additional expense incurred during certain outages. Owners of nuclear
generating stations insured through NEIL are subject to retroactive premium
adjustments if losses exceed accumulated reserve funds. NEIL's accumulated
reserve funds are currently sufficient to more than cover its exposure in the
event of a single incident under the primary and excess property damage or
additional expense coverages. However, IESU could be assessed annually a maximum
of $1.9 million for NEIL primary property, $3.5 million for NEIL excess property
and $0.7 million for NEIL additional expenses if losses exceed the accumulated
reserve funds. WP&L could be assessed annually a maximum of $1.1 million for
NEIL primary property, $2.0 million for NEIL excess property and $0.6 million
for NEIL additional expense coverage. IESU and WP&L are not aware of any losses
that they believe are likely to result in an assessment.
In the unlikely event of a catastrophic loss at Kewaunee or DAEC, the amount of
insurance available may not be adequate to cover property damage,
decontamination and premature decommissioning. Uninsured losses, to the extent
not recovered through rates, would be borne by IEC and could have a material
adverse effect on IEC's financial position and results of operations.
(f) Environmental Liabilities -
IEC has recorded environmental liabilities of approximately $78.4 million on its
Consolidated Balance Sheets at December 31, 1998. IEC's significant
environmental liabilities are discussed below.
Manufactured Gas Plant Sites
IESU, WP&L and IPC all have current or previous ownership interests in
properties previously associated with the production of gas at MGP sites for
which they may be liable for investigation, remediation and monitoring costs
relating to the sites.
A summary of information relating to the sites is as follows:
<TABLE>
<CAPTION>
IESU WP&L IPC
<S> <C> <C> <C>
Number of known sites for which liability may exist 34 14 9
Liability recorded at December 31, 1998 (millions) $26.6 $7.7 $17.5
Regulatory asset recorded at December 31, 1998 (millions) $26.6 $14.1 $17.5
</TABLE>
86
<PAGE>
The companies are working pursuant to the requirements of various federal and
state agencies to investigate, mitigate, prevent and remediate, where necessary,
the environmental impacts to property, including natural resources, at and
around the sites in order to protect public health and the environment. The
companies each believe that they have completed the remediation at various
sites, although they are still in the process of obtaining final approval from
the applicable environmental agencies for some of these sites.
Each company records environmental liabilities based upon periodic studies, most
recently updated in the fourth quarter of 1998, related to the MGP sites. Such
amounts are based on the best current estimate of the remaining amount to be
incurred for investigation, remediation and monitoring costs for those sites
where the investigation process has been or is substantially completed, and the
minimum of the estimated cost range for those sites where the investigation is
in its earlier stages. It is possible that future cost estimates will be greater
than current estimates as the investigation process proceeds and as additional
facts become known. The amounts recognized as liabilities are adjusted as
further information develops or circumstances change. Costs of future
expenditures for environmental remediation obligations are not discounted to
their fair value.
Management currently estimates the range of remaining costs to be incurred for
the investigation, remediation and monitoring of all IEC sites to be
approximately $35 million to $66 million. IESU, WP&L and IPC currently estimate
their share of the remaining costs to be incurred to be approximately $17
million to $36 million, $5 million to $9 million and $13 million to $21 million,
respectively.
Under the current rate making treatment approved by the PSCW, the MGP
expenditures of WP&L, net of any insurance proceeds, are deferred and collected
from gas customers over a five-year period after new rates are implemented. The
MPUC also allows the deferral of MGP-related costs applicable to the Minnesota
sites and IPC has been successful in obtaining approval to recover such costs in
rates in Minnesota. While the IUB does not allow for the deferral of MGP-related
costs, it has permitted utilities to recover prudently incurred costs. As a
result, regulatory assets have been recorded by each company which reflect the
probable future rate recovery, where applicable. Considering the current rate
treatment, and assuming no material change therein, IESU, WP&L and IPC believe
that the clean-up costs incurred for these MGP sites will not have a material
adverse effect on their respective financial positions or results of operations.
In April 1996, IESU filed a lawsuit against certain of its insurance carriers
seeking reimbursement for its MGP-related costs. Settlement has been reached
with all its carriers and all issues have been resolved. In 1994, IPC filed a
lawsuit against certain of its insurance carriers to recover its MGP-related
costs. Settlements have been reached with eight carriers. IPC is continuing its
pursuit of additional recoveries but is unable to predict the amount of any
additional recoveries they may realize. Amounts received from insurance carriers
are being deferred by IESU and IPC pending a determination of the regulatory
treatment of such recoveries. WP&L has settled with all of its carriers.
National Energy Policy Act of 1992
The National Energy Policy Act of 1992 requires owners of nuclear power plants
to pay a special assessment into a "Uranium Enrichment Decontamination and
Decommissioning Fund." The assessment is based upon prior nuclear fuel
purchases. IESU is recovering the costs associated with this assessment through
its electric fuel adjustment clauses over the period the costs are assessed.
IESU's 70% share of the future assessment at December 31, 1998 was $7.8 million
and has been recorded as a liability with a related regulatory asset for the
unrecovered amount. WP&L had a regulatory asset and a liability of $5.4 million
and $4.6 million recorded at December 31, 1998, respectively. IEC continues to
pursue relief from this assessment through litigation.
Oil and Gas Properties Dismantlement and Abandonment Costs
Whiting is responsible for certain dismantlement and abandonment costs related
to various off-shore oil and gas platforms (and related on-shore plants and
equipment), the most significant of which is located off the coast of
California. Whiting estimates the total costs for these properties to be
approximately $13 million and the most
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<PAGE>
significant expenditures are not expected to be incurred until 2004. In
accordance with applicable accounting requirements, Whiting has accrued these
costs resulting in a recorded liability of $13 million at December 31, 1998.
(g) Spent Nuclear Fuel -
The Nuclear Waste Policy Act of 1982 assigned responsibility to the U.S.
Department of Energy (DOE) to establish a facility for the ultimate disposition
of high level waste and spent nuclear fuel and authorized the DOE to enter into
contracts with parties for the disposal of such material beginning in January
1998. IESU and WP&L entered into such contracts and have made the agreed
payments to the Nuclear Waste Fund held by the U.S. Treasury. The companies were
subsequently notified by the DOE that it was not able to begin acceptance of
spent nuclear fuel by the January 31, 1998 deadline. Furthermore, the DOE has
experienced significant delays in its efforts and material acceptance is now
expected to occur no earlier than 2010 with the possibility of further delay
being likely. IEC has participated in several litigation proceedings against the
DOE on this issue and the respective courts have affirmed the DOE's
responsibility for spent nuclear fuel acceptance. IEC is evaluating its options
for recovery of damages due to the DOE's delay in accepting spent nuclear fuel.
The Nuclear Waste Policy Act of 1982 assigns responsibility for interim storage
of spent nuclear fuel to generators of such spent nuclear fuel, such as IESU and
WP&L. In accordance with this responsibility, IESU and WP&L have been storing
spent nuclear fuel on site at DAEC and Kewaunee, respectively, since plant
operations began. IESU will have to increase its spent fuel storage capacity at
DAEC to store all of the spent fuel that will be produced before the current
license expires in 2014. To provide assurance that both the operating and
post-shutdown storage needs are satisfied, construction of a dry cask modular
facility is being contemplated. With minor modifications, Kewaunee would have
sufficient fuel storage capacity to store all of the fuel it will generate
through the end of the license life in 2013. No decisions have been made
concerning post-shutdown storage needs. Legislation is being considered on the
federal level that would, among other provisions, expand the DOE's permanent
spent nuclear fuel storage to include interim storage for spent nuclear fuel as
early as 2002. This legislation has been submitted in the U.S. House. The
prospects for passage by the U.S. Congress, and subsequent successful
implementation by the DOE, are uncertain at this time.
(h) Decommissioning of DAEC and Kewaunee -
Pursuant to the most recent electric rate case order, the IUB and PSCW allow
IESU and WP&L to recover $6 million and $16 million annually for their share of
the cost to decommission DAEC and Kewaunee, respectively. Decommissioning
expense is included in "Depreciation and amortization" in the Consolidated
Statements of Income and the cumulative amount is included in "Accumulated
depreciation" on the Consolidated Balance Sheets to the extent recovered through
rates.
Additional information relating to the decommissioning of DAEC and Kewaunee
includes (dollars in millions):
<TABLE>
<CAPTION>
DAEC Kewaunee
------------------------- --------------------------
Assumptions relating to current rate recovery figures:
<S> <C> <C>
IEC's share of estimated decommissioning cost $252.8 $189.7
Year dollars in 1993 1998
Method to develop estimate NRC minimum formula Site-specific study
Annual inflation rate 4.91% 5.83%
Decommissioning method Prompt dismantling and Prompt dismantling and
removal removal
Year decommissioning to commence 2014 2013
Average after-tax return on external investments 6.82% 6.21%
External trust fund balance at December 31, 1998 $91.7 $134.1
Internal reserve at December 31, 1998 $21.7 -
After-tax earnings on external trust funds in 1998 $2.7 $5.2
</TABLE>
The rate recovery figures for DAEC only included an inflation estimate through
1997. Both IESU and WP&L are funding all rate recoveries for decommissioning
into external trust funds and funding on a tax-qualified basis to the
88
<PAGE>
extent possible. All of the rate recovery assumptions are subject to change in
future regulatory proceedings. In accordance with their respective regulatory
requirements, IESU and WP&L record the earnings on the external trust funds as
interest income with a corresponding entry to interest expense at IESU and to
depreciation expense at WP&L. The earnings accumulate in the external trust fund
balances and in accumulated depreciation on utility plant.
IESU's 70% share of the estimated cost to decommission DAEC based on the most
recent site-specific study completed in 1998 is $334.2 million, in 1998 dollars.
This study includes the costs to terminate DAEC's NRC license and to return the
site to a greenfield condition. IESU's 70% share of the estimated cost to
decommission DAEC based on the most recent NRC minimum formula is $347.0 in 1997
dollars. The NRC minimum formula is intended to apply only to the cost of
terminating DAEC's NRC license. The additional decommissioning expense funding
requirements which should result from these updated studies are not reflected in
IESU's rates.
(i) Legal Proceedings -
IEC is involved in legal and administrative proceedings before various courts
and agencies with respect to matters arising in the ordinary course of business.
Although unable to predict the outcome of these matters, IEC believes that
appropriate reserves have been established and final disposition of these
actions will not have a material adverse effect on its financial position or
results of operations.
(13) JOINTLY-OWNED ELECTRIC UTILITY PLANT:
Under joint ownership agreements with other Iowa and Wisconsin utilities, IESU,
WP&L and IPC have undivided ownership interests in jointly-owned electric
generating stations and related transmission facilities. Each of the respective
owners is responsible for the financing of its portion of the construction
costs. Kilowatt-hour generation and operating expenses are divided on the same
basis as ownership with each owner reflecting its respective costs in its
Consolidated Statements of Income. Information relative to IESU's, WP&L's and
IPC's ownership interest in these facilities at December 31, 1998 is as follows
(dollars in millions):
89
<PAGE>
<TABLE>
<CAPTION>
1998 1997
--------- ------------- -------- -------- ------------- -------
Accumulated Accumulated
In-service Plant Provision Plant Provision
Ownership Date MW Plant in for in for
Interest % Capacity Service Depreciation CWIP Service Depreciation CWIP
- -------------------- ----------- --------- --------- -- --------- ------------- -------- -- -------- ------------- -------
IESU
Coal:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ottumwa Unit 1 48.0 1981 716 $193.1 $102.7 $0.8 $191.6 $96.6 $ -
Neal Unit 3 28.0 1975 515 59.0 32.4 0.1 60.8 30.6 0.1
Nuclear:
DAEC 70.0 1974 520 507.1 247.2 1.4 500.6 230.8 2.8
--------- ------------- -------- -------- ------------- -------
Total IESU $759.2 $382.3 $2.3 $753.0 $358.0 $2.9
WP&L
Coal:
Columbia Energy 1975 &
Center 46.2 1978 1,023 $161.5 $93.8 $1.4 $161.4 $89.2 $0.8
Edgewater Unit 4 68.2 1969 330 52.4 30.8 0.4 51.5 29.5 1.0
Edgewater Unit 5 75.0 1985 380 229.0 85.9 0.2 229.4 79.8 0.1
Nuclear:
Kewaunee Nuclear
Power Plant 41.0 1974 535 132.2 93.7 6.4 132.0 86.6 0.3
--------- ------------- ------- --------- ------------ -------
Total WP&L $575.1 $304.2 $8.4 $574.3 $285.1 $2.2
IPC
Coal:
Neal Unit 4 21.5 1979 640 $82.1 $48.4 $1.5 $82.2 $45.8 $ -
Louisa Unit 1 4.0 1983 738 24.7 11.7 - 24.7 10.9 -
--------- ------------- ------- --------- ------------ -------
Total IPC $106.8 $60.1 $1.5 $106.9 $56.7 $ -
--------- ------------- ------- --------- ------------ -------
Total IEC $1,441.1 $746.6 $12.2 $1,434.2 $699.8 $5.1
========= ============= ======= ========= ============ =======
</TABLE>
(14) SEGMENTS OF BUSINESS:
In 1998, IEC adopted SFAS 131, "Disclosures About Segments of an Enterprise and
Related Information." IEC's principal business segments are:
o Regulated domestic utilities - consists of IEC's three regulated utility
operating companies (IESU, WP&L, and IPC) serving customers in Iowa,
Wisconsin, Minnesota and Illinois. The regulated domestic utility business
is broken down into three segments which are: 1) electric operations; 2)
gas operations; and 3) other, which includes the water and steam businesses
as well as the unallocated portions of the utility business.
o Nonregulated businesses - represents the operations of Alliant Energy
Resources and its subsidiaries. This includes the company's domestic and
international energy products and services businesses; industrial services,
which includes environmental, engineering and transportation services;
investments in affordable housing initiatives; and investments in various
other strategic initiatives.
o Other - includes the operations of IEC's parent company and Alliant Energy
Corporate Services, as well as any reconciling/eliminating entries.
Intersegment revenues were not material to IEC's operations and there was no
single customer whose revenues exceeded 10% or more of IEC's consolidated
revenues. Refer to Note 5(b) for a breakdown of IEC's international investments
by country.
90
<PAGE>
Certain financial information relating to IEC's significant business segments
and products and services is presented below:
<TABLE>
<CAPTION>
Regulated Domestic Utilities
----------------------------------------------- Nonregulated IEC
Electric Gas Other Total Businesses Other Consolidated
- -------------------------------------------------------------------------------------------------------------------------------
(in thousands)
1998
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenues $1,567,442 $295,590 $31,235 $1,894,267 $238,676 ($2,069) $2,130,874
Depreciation and
amortization expense 219,364 23,683 2,623 245,670 33,835 - 279,505
Operating income (loss) 271,511 16,027 5,598 293,136 (8,608) (1,226) 283,302
Interest expense, net 96,951 96,951 23,298 2,302 122,551
Preferred and preference 6,699 6,699 - - 6,699
dividends
Net (income) loss from equity (858) (858) 2,197 - 1,339
method subsidiaries
Miscellaneous, net (other than
equity income/loss) 3,545 3,545 (7,973) 2,353 (2,075)
Income tax expense (benefit) 77,257 77,257 (17,232) (1,912) 58,113
Net income (loss) 109,542 109,542 (8,898) (3,969) 96,675
Total assets 3,202,837 458,832 469,822 4,131,491 869,261 (41,415) 4,959,337
Investments in equity method
subsidiaries 5,189 5,189 49,446 - 54,635
Construction and acquisition
expenditures 233,638 33,200 2,295 269,133 102,925 - 372,058
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1997
- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenues $1,515,753 $393,907 $30,882 $1,940,542 $361,961 ($1,876) $2,300,627
Depreciation and amortization
expense 201,742 21,553 2,432 225,727 33,936 - 259,663
Operating income (loss) 316,880 29,330 2,169 348,379 (6,818) (5,178) 336,383
Interest expense, net 95,734 95,734 23,197 (1,642) 117,289
Preferred and preference
dividends 6,693 6,693 - - 6,693
Net (income) loss from equity
method subsidiaries (32) (32) 849 - 817
Miscellaneous, net (other than
equity income/loss) (8,257) (8,257) (8,282) 1,812 (14,727)
Income tax expense (benefit) 101,739 101,739 (18,616) (1,390) 81,733
Net income (loss) 152,502 152,502 (3,966) (3,958) 144,578
Total assets 3,142,910 448,845 485,225 4,076,980 838,504 8,066 4,923,550
Investments in equity method
subsidiaries 5,694 5,694 39,175 - 44,869
Construction and acquisition
expenditures 217,023 33,984 5,753 256,760 71,280 - 328,040
</TABLE>
91
<PAGE>
<TABLE>
<CAPTION>
Regulated Domestic Utilities
----------------------------------------------- Nonregulated IEC
Electric Gas Other Total Businesses Other Consolidated
- -------------------------------------------------------------------------------------------------------------------------------
(in thousands)
1996
- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenues $1,440,375 $375,955 $24,008 $1,840,338 $393,963 ($1,461) $2,232,840
Depreciation and amortization
expense 180,989 18,124 1,891 201,004 31,359 - 232,363
Operating income (loss) 326,370 40,521 7,001 373,892 (6,666) (1,787) 365,439
Interest expense, net 86,084 86,084 17,859 3,804 107,747
Preferred and preference
dividends 6,687 6,687 - - 6,687
Net (income) loss from equity
method subsidiaries (372) (372) 18 - (354)
Miscellaneous, net (other than
equity income/loss) (1,390) (1,390) (9,968) (131) (11,489)
Income tax expense (benefit) 115,033 115,033 (12,724) 3,451 105,760
Net income (loss) from
continuing operations 167,850 167,850 (1,851) (8,911) 157,088
Discontinued operations - - (1,297) - (1,297)
Net income (loss) 167,850 167,850 (3,148) (8,911) 155,791
Total assets 3,122,761 511,110 452,885 4,086,756 546,690 6,380 4,639,826
Investments in equity method
subsidiaries 6,110 6,110 11,163 - 17,273
Construction and acquisition
expenditures 247,323 34,738 15,135 297,196 115,078 - 412,274
<CAPTION>
Products and Services
- ---------------------
Revenues
----------------------------------------------------------------------------------------------------------------------
Regulated Domestic Utilities Nonregulated Businesses
------------------------------------ ---------------------------------------------------------------------------------
Environmental Total
Transportation,
and Engineering Oil and Nonregulated Rents and Nonregulated
Gas
Year Electric Gas Other Services Production Energy Other Businesses
- -------------------------------------------- ---------------------------------------------------------------------------------
(in thousands)
<C> <C> <C> <C> <C> <C> <C> <C> <C>
1998 $1,567,442 $295,590 $31,235 $72,616 $64,622 $40,536 $60,902 $238,676
1997 1,515,753 393,907 30,882 78,105 68,922 151,128 63,806 361,961
1996 1,440,375 375,955 24,008 84,859 65,724 192,217 51,163 393,963
</TABLE>
(15) DISCONTINUED OPERATIONS:
IEC's financial statements reflect the discontinuance of operations of its
utility energy and marketing consulting business in 1995. During 1996, IEC
recognized a loss of $1.3 million, net of applicable income tax benefit,
associated with the final disposition of the business.
92
<PAGE>
(16) SELECTED CONSOLIDATED QUARTERLY FINANCIAL DATA (Unaudited):
<TABLE>
<CAPTION>
Quarter Ended *
------------------------------------------------------------------------
March 31 June 30 September 30 December 31
----------------- ---------------- ------------------ -----------------
(in thousands, except per share data)
1998**
- ------
<S> <C> <C> <C> <C>
Operating revenues $556,283 $491,012 $555,313 $528,266
Operating income 73,880 32,627 122,196 54,599
Net income (loss) 28,875 (9,098) 51,704 25,194
Earnings per average common
share (basic and diluted) 0.38 (0.12) 0.67 0.33
1997
- ----
Operating revenues $663,650 $493,842 $556,858 $586,277
Operating income 92,319 56,987 120,297 66,780
Net income 40,688 19,799 54,969 29,122
Earnings per average common
share (basic and diluted) 0.54 0.26 0.72 0.38
* Financial results have been restated for all quarters presented with the
exception of the third and fourth quarter of 1998 to reflect a change in
accounting method for IEC's oil and gas properties implemented in the third
quarter of 1998 from the full cost method to the successful efforts method. See
Note 1(i) for additional information.
**Net income for 1998 was impacted by the recording of approximately $10
million, $35 million, $6 million and $3 million of pre-tax merger-related
expenses in the first, second, third and fourth quarters, respectively.
</TABLE>
93
<PAGE>
IES UTILITIES INC.
FINANCIAL SECTION
94
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareowners of IES Utilities Inc.:
We have audited the accompanying consolidated balance sheets and statements of
capitalization of IES Utilities Inc. (an Iowa corporation) and subsidiaries as
of December 31, 1998 and 1997, and the related consolidated statements of
income, retained earnings and cash flows for each of the three years in the
period ended December 31, 1998. These financial statements and the supplemental
schedule referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
supplemental schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of IES Utilities Inc. and
subsidiaries as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule listed in Item 14(a)(2) is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
January 29, 1999
95
<PAGE>
<TABLE>
<CAPTION>
IES UTILITIES INC.
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
1998 1997 1996
- --------------------------------------------------------------------------------------------------------
(in thousands)
Operating revenues:
<S> <C> <C> <C>
Electric utility $ 639,423 $ 604,270 $ 574,273
Gas utility 141,279 183,517 160,864
Steam and other 26,228 26,191 19,842
---------------- ---------------- ----------------
806,930 813,978 754,979
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Operating expenses:
Electric and steam production fuels 113,181 108,344 84,579
Purchased power 71,637 74,098 88,350
Cost of gas sold 84,642 126,631 103,877
Other operation 187,932 161,418 148,051
Maintenance 52,040 53,833 45,869
Depreciation and amortization 93,965 89,754 84,975
Taxes other than income taxes 48,537 46,130 43,603
---------------- ---------------- ----------------
651,934 660,208 599,304
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Operating income 154,996 153,770 155,675
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Interest expense and other:
Interest expense 52,354 52,791 43,714
Allowance for funds used during construction (3,351) (2,309) (2,103)
Miscellaneous, net 2,589 2,279 7,243
---------------- ---------------- ----------------
51,592 52,761 48,854
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Income before income taxes 103,404 101,009 106,821
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Income taxes 41,494 42,216 43,092
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Net income 61,910 58,793 63,729
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Preferred dividend requirements 914 914 914
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Earnings available for common stock $ 60,996 $ 57,879 $ 62,815
================ ================ ================
- --------------------------------------------------------------------------------------------------------
<CAPTION>
IES UTILITIES INC.
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
Year Ended December 31,
1998 1997 1996
- --------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Balance at beginning of year $ 233,216 $ 231,337 $ 212,522
Net income 61,910 58,793 63,729
Cash dividends declared on common stock (18,840) (56,000) (44,000)
Cash dividends declared on preferred stock (914) (914) (914)
---------------- ---------------- ----------------
Balance at end of year $ 275,372 $ 233,216 $ 231,337
================ ================ ================
- --------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
96
<PAGE>
<TABLE>
<CAPTION>
IES UTILITIES INC.
CONSOLIDATED BALANCE SHEETS
December 31,
ASSETS 1998 1997
- -----------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Property, plant and equipment:
Utility -
Plant in service -
Electric $ 2,140,322 $2,072,866
Gas 198,488 187,098
Steam 55,797 55,374
Common 106,940 90,342
----------------- -----------------
2,501,547 2,405,680
Less - Accumulated depreciation 1,209,204 1,115,261
----------------- -----------------
1,292,343 1,290,419
Construction work in progress 48,991 38,923
Leased nuclear fuel, net of amortization 25,644 36,731
----------------- -----------------
1,366,978 1,366,073
Other property, plant and equipment, net of accumulated
depreciation and amortization of $1,948 and $1,709, respectively 5,623 5,762
----------------- -----------------
1,372,601 1,371,835
----------------- -----------------
- -----------------------------------------------------------------------------------------------------------------
Current assets:
Cash and temporary cash investments 4,175 230
Temporary cash investments with associated companies 53,729 -
Accounts receivable:
Customer, less allowance for doubtful accounts
of $1,058 and $630, respectively 16,703 29,259
Associated companies 2,662 907
Other, less allowance for doubtful accounts
of $357 and $224, respectively 10,346 9,235
Production fuel, at average cost 11,863 10,579
Materials and supplies, at average cost 25,591 22,976
Gas stored underground, at average cost 12,284 17,192
Regulatory assets 23,487 36,330
Prepayments and other 4,185 11,680
----------------- -----------------
165,025 138,388
----------------- -----------------
- -----------------------------------------------------------------------------------------------------------------
Investments:
Nuclear decommissioning trust funds 91,691 77,882
Other 6,019 5,167
----------------- -----------------
97,710 83,049
----------------- -----------------
- -----------------------------------------------------------------------------------------------------------------
Other assets:
Regulatory assets 137,908 163,264
Deferred charges and other 15,734 12,393
----------------- -----------------
153,642 175,657
----------------- -----------------
- -----------------------------------------------------------------------------------------------------------------
$ 1,788,978 $1,768,929
================= =================
- -----------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
97
<PAGE>
<TABLE>
<CAPTION>
IES UTILITIES INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
December 31,
CAPITALIZATION AND LIABILITIES 1998 1997
- --------------------------------------------------------------------------------------------------------------------
(in thousands)
Capitalization (See Consolidated Statements of Capitalization):
<S> <C> <C>
Common stock $ 33,427 $ 33,427
Additional paid-in capital 279,042 279,042
Retained earnings 275,372 233,216
------------------ -----------------
Total common equity 587,841 545,685
Cumulative preferred stock, not mandatorily redeemable 18,320 18,320
Long-term debt (excluding current portion) 602,020 651,848
------------------ -----------------
1,208,181 1,215,853
------------------ -----------------
- --------------------------------------------------------------------------------------------------------------------
Current liabilities:
Current maturities and sinking funds 50,140 140
Capital lease obligations 11,965 13,183
Accounts payable 43,953 60,546
Accounts payable to associated companies 22,487 2,736
Accrued payroll and vacations 6,365 7,615
Accrued interest 12,045 12,230
Accrued taxes 55,295 58,996
Accumulated refueling outage provision 6,605 10,606
Environmental liabilities 5,660 4,054
Other 17,617 11,533
------------------ -----------------
232,132 181,639
------------------ -----------------
- --------------------------------------------------------------------------------------------------------------------
Other long-term liabilities and deferred credits:
Accumulated deferred income taxes 224,510 238,829
Accumulated deferred investment tax credits 29,243 31,838
Environmental liabilities 29,195 38,256
Pension and other benefit obligations 25,655 17,334
Capital lease obligations 13,679 23,548
Other 26,383 21,632
------------------ -----------------
348,665 371,437
------------------ -----------------
- --------------------------------------------------------------------------------------------------------------------
Commitments and contingencies (Note 12)
- --------------------------------------------------------------------------------------------------------------------
$ 1,788,978 $ 1,768,929
================== =================
- --------------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
98
<PAGE>
<TABLE>
<CAPTION>
IES UTILITIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
1998 1997 1996
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Cash flows from operating activities:
<S> <C> <C> <C>
Net income $ 61,910 $ 58,793 $ 63,729
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization 93,965 89,754 84,975
Amortization of leased nuclear fuel 12,513 14,774 16,491
Amortization of deferred energy efficiency expenditures 18,707 10,987 5,453
Deferred taxes and investment tax credits (17,921) (16,059) 7,763
Refueling outage provision (4,001) 9,290 (6,374)
Impairment of regulatory assets 8,969 - -
Other (346) 3,952 4,602
Other changes in assets and liabilities:
Accounts receivable 9,690 (5,670) (6,200)
Production fuel (1,284) 2,743 (1,168)
Materials and supplies (2,615) (1,261) 4,811
Gas stored underground 4,908 (3,740) (551)
Accounts payable 3,158 (11,198) 12,147
Accrued taxes (3,701) 18,043 (9,416)
Adjustment clause balances 8,829 5,354 (13,900)
Benefit obligations and other 13,332 14,538 8,293
----------------- ----------------- -----------------
Net cash flows from operating activities 206,113 190,300 170,655
----------------- ----------------- -----------------
- ------------------------------------------------------------------------------------------------------------------------------
Cash flows from (used for) financing activities:
Common stock dividends declared (18,840) (56,000) (44,000)
Dividends payable 4,840 - -
Preferred stock dividends (914) (914) (914)
Proceeds from issuance of long-term debt 10,000 190,000 60,000
Reductions in long-term debt (10,140) (63,140) (15,140)
Net change in short-term borrowings - (135,000) 25,112
Principal payments under capital lease obligations (13,250) (12,964) (19,108)
Other (137) (871) (420)
----------------- ----------------- -----------------
Net cash flows from (used for) financing activities (28,441) (78,889) 5,530
----------------- ----------------- -----------------
- ------------------------------------------------------------------------------------------------------------------------------
Cash flows used for investing activities:
Construction expenditures (115,371) (108,966) (143,648)
Deferred energy efficiency expenditures - (8,450) (16,857)
Nuclear decommissioning trust funds (6,008) (6,008) (6,008)
Other 1,381 635 (798)
----------------- ----------------- -----------------
Net cash flows used for investing activities (119,998) (122,789) (167,311)
----------------- ----------------- -----------------
- ------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and temporary cash investments 57,674 (11,378) 8,874
----------------- ----------------- -----------------
- ------------------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at beginning of period 230 11,608 2,734
----------------- ----------------- -----------------
- ------------------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at end of period $ 57,904 $ 230 $ 11,608
================= ================= =================
- ------------------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information: Cash paid during
the period for:
Interest $ 50,177 $ 46,377 $ 44,275
================= ================= =================
Income taxes $ 41,017 $ 41,422 $ 45,383
================= ================= =================
Noncash investing and financing activities -
Capital lease obligations incurred $ 1,426 $ 16,781 $ 14,281
================= ================= =================
- ------------------------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
99
<PAGE>
<TABLE>
<CAPTION>
IES UTILITIES INC.
CONSOLIDATED STATEMENTS OF CAPITALIZATION
December 31,
1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
(in thousands, except share amounts)
Common equity:
Common stock - $2.50 par value - authorized 24,000,000 shares;
<S> <C> <C>
13,370,788 shares outstanding $ 33,427 $ 33,427
Additional paid-in capital 279,042 279,042
Retained earnings 275,372 233,216
------------------ ------------------
587,841 545,685
------------------ ------------------
- ----------------------------------------------------------------------------------------------------------------------------
Cumulative preferred stock:
Cumulative, par value $50 per share, not mandatorily redeemable - authorized
466,406 shares; 366,406 shares outstanding:
6.10% series, 100,000 shares outstanding 5,000 5,000
4.80% series, 146,406 shares outstanding 7,320 7,320
4.30% series, 120,000 shares outstanding 6,000 6,000
------------------ ------------------
18,320 18,320
------------------ ------------------
- ----------------------------------------------------------------------------------------------------------------------------
Long-term debt:
Collateral Trust Bonds:
7.65% series, due 2000 50,000 50,000
7.25% series, due 2006 60,000 60,000
6-7/8% series, due 2007 55,000 55,000
6% series, due 2008 50,000 50,000
7% series, due 2023 50,000 50,000
5.5% series, due 2023 19,400 19,400
------------------ ------------------
284,400 284,400
First Mortgage Bonds:
Series Y, 8-5/8%, due 2001 60,000 60,000
Series Z, 7.6%, due 1999 50,000 50,000
9-1/8% series, due 2001 21,000 21,000
7-1/4% series, due 2007 30,000 30,000
------------------ ------------------
161,000 161,000
Pollution control obligations:
5.75%, due serially 1999 to 2003 3,136 3,276
5.95%, retired in 1998 - 10,000
Variable rate (4.20% at December 31, 1998), due 2000 to 2010 11,100 11,100
Variable/fixed rate series 1998 (4.25% through 2003), due 2023 10,000 -
------------------ ------------------
24,236 24,376
Subordinated Deferrable Interest Debentures, 7-7/8%, due 2025 50,000 50,000
Senior Debentures, 6-5/8%, due 2009 135,000 135,000
------------------ ------------------
654,636 654,776
------------------ ------------------
Less:
Current maturities (50,140) (140)
Unamortized debt premium and (discount), net (2,476) (2,788)
------------------ ------------------
602,020 651,848
------------------ ------------------
- ----------------------------------------------------------------------------------------------------------------------------
$ 1,208,181 $ 1,215,853
================== ==================
- ----------------------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
100
<PAGE>
IES UTILITIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Except as modified below, the Interstate Energy Corporation (IEC) Notes to
Consolidated Financial Statements are incorporated by reference insofar as they
relate to IES Utilities Inc. (IESU). IEC Notes 1(e), 1(i), 1(n), 5, 8, 11 and 15
do not relate to IESU and, therefore, are not incorporated by reference.
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(a) General -
The Consolidated Financial Statements include the accounts of IESU and its
consolidated subsidiaries. IESU is a subsidiary of IEC. IEC is currently doing
business as Alliant Energy Corporation. IESU is engaged principally in the
generation, transmission, distribution and sale of electric energy; the
purchase, distribution, transportation and sale of natural gas; and steam
services. All of IESU's retail customers are located in Iowa. IESU's principal
consolidated subsidiary is IES Ventures Inc.
(o) Comprehensive Income -
IESU had no other comprehensive income in the periods presented.
(3) LEASES:
IESU's operating lease rental expenses for 1998, 1997 and 1996 were $9.0
million, $8.3 million and $9.0 million, respectively. IESU's future minimum
lease payments by year are as follows (in thousands):
Capital Operating
Year Leases Leases
------------------------------------ --------------- ----------------
1999 $ 12,278 $ 9,053
2000 8,037 7,750
2001 4,324 4,852
2002 2,660 2,511
2003 547 1,868
Thereafter 108 2,325
--------------- ----------------
27,954 $ 28,359
================
Less: Amount representing interest 2,310
Present value of net minimum ---------------
capital lease payments $ 25,644
===============
(6) INCOME TAXES:
The components of federal and state income taxes for IESU for the years ended
December 31 were as follows (in millions):
<TABLE>
<CAPTION>
1998 1997 1996
---------------- -------------- ---------------
<S> <C> <C> <C>
Current tax expense $ 59.4 $ 58.3 $ 35.3
Deferred tax expense (15.3) (13.5) 10.4
Amortization of investment tax credits (2.6) (2.6) (2.6)
---------------- -------------- ---------------
$ 41.5 $ 42.2 $ 43.1
================ ============== ===============
</TABLE>
101
<PAGE>
The overall effective income tax rates shown below for the years ended December
31 were computed by dividing total income tax expense by income before income
taxes.
<TABLE>
<CAPTION>
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal benefits 6.6 7.0 6.9
Effect of ratemaking on property related differences 1.5 3.5 2.9
Amortization of investment tax credits (2.5) (2.6) (2.5)
Adjustment of prior period taxes (1.4) (1.4) (3.3)
Other items, net 0.9 0.3 1.3
------------- ------------- ------------
Overall effective income tax rate 40.1% 41.8% 40.3%
============= ============= ============
</TABLE>
The accumulated deferred income taxes (assets) and liabilities as set forth
below on the Consolidated Balance Sheets at December 31 arise from the following
temporary differences (in millions):
1998 1997
--------------- --------------
Property related $ 275.7 $ 269.9
Investment tax credit related (20.8) (22.7)
Decommissioning related (15.9) (15.7)
Other (14.5) 7.3
--------------- --------------
$ 224.5 $ 238.8
=============== ==============
(7) BENEFIT PLANS:
(a) Pension Plans and Other Postretirement Benefits
IESU adopted Statement of Financial Accounting Standards (SFAS) 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits" in 1998. IESU has
a non-contributory defined benefit pension plan that covers substantially all of
its employees who are subject to a collective bargaining agreement. Plan
benefits are generally based on years of service and compensation during the
employees' latter years of employment. Effective in 1998, eligible employees of
IESU that are not subject to a collective bargaining agreement are covered by
the Alliant Energy Cash Balance Pension Plan, a non-contributory defined benefit
pension plan. The projected unit credit actuarial cost method was used to
compute pension cost and the accumulated and projected benefit obligations.
IESU's policy is to fund the pension plan at an amount that is at least equal to
the minimum funding requirements mandated by the Employee Retirement Income
Security Act of 1974 (ERISA) and that does not exceed the maximum tax deductible
amount for the year.
IESU also provides certain other postretirement benefits to retirees, including
medical benefits for retirees and their spouses (and Medicare Part B
reimbursement for certain retirees) and, in some cases, retiree life insurance.
IESU's funding of other postretirement benefits generally approximates the
annual rate recovery of such costs.
The weighted-average assumptions as of the measurement date of September 30 are
as follows:
<TABLE>
<CAPTION>
Qualified Pension Benefits Other Postretirement Benefits
------------------------------------ ---------------------------------------
1998 1997 1996 1998 1997 1996
----------- ------------------------ ----------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Discount rate 6.75% 7.25% 7.50% 6.75% 7.25% 7.50%
Expected return on plan assets 9% 9% 9% 9% 9% 9%
Rate of compensation increase 3.5% 4.75% 4.75% N/A N/A N/A
Medical cost trend on covered charges:
Initial trend range N/A N/A N/A 8% 8% 9%
Ultimate trend range N/A N/A N/A 6.0% 6.5% 6.5%
</TABLE>
102
<PAGE>
The components of IESU's qualified pension benefits and other postretirement
benefits costs are as follows (in millions):
<TABLE>
<CAPTION>
Qualified Pension Benefits Other Postretirement Benefits
------------------------------------- ----------------------------------
1998 1997 1996 1998 1997 1996
---------- ---------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 2.9 $ 5.4 $ 5.4 $ 1.5 $ 1.5 $ 1.7
Interest cost 8.0 14.1 12.4 4.2 3.5 3.6
Expected return on plan assets (11.3) (15.1) (14.6) (1.1) (0.7) (0.4)
Amortization of:
Transition obligation (asset) (0.2) (0.3) (0.3) 1.9 1.9 2.0
Prior service cost 0.9 1.8 1.3 - - -
Actuarial gain (0.4) - (0.1) - - -
---------- ---------- --------- -------- -------- ---------
Total $ (0.1) $ 5.9 $ 4.1 $ 6.5 $ 6.2 $ 6.9
========== ========== ========= ======== ======== =========
</TABLE>
During 1997 and 1996, IESU recognized an additional $3.8 million and $4.5
million, respectively, of costs in accordance with SFAS 88. The charges were for
severance and early retirement programs in the respective years. In addition,
during 1998, IESU recognized $1.2 million of curtailment charges relating to
IESU's other postretirement benefits. The amounts include a December 1998 early
retirement program.
The pension benefit cost shown above (and in the following tables) for 1998
represents only the pension benefit cost for bargaining unit employees of IESU
covered under the bargaining unit pension plan that is sponsored by IESU. The
pension benefit cost for IESU's non-bargaining employees who are now
participants in other IEC plans was $2.7 million for 1998, including a special
charge of $1.9 million for severance and early retirement window programs. In
addition, Alliant Energy Corporate Services, Inc. (Alliant Energy Corporate
Services) provides services to IESU. The allocated pension benefit costs
associated with these services was $0.5 million for 1998. The other
postretirement benefit cost shown above for each period (and in the following
tables) represents the other postretirement benefit cost for all IESU employees.
The allocated other postretirement benefit cost associated with Alliant Energy
Corporate Services for IESU was $0.2 million for 1998.
The assumed medical trend rates are critical assumptions in determining the
service and interest cost and accumulated postretirement benefit obligation
related to postretirement benefit costs. A one percent change in the medical
trend rates for 1998, holding all other assumptions constant, would have the
following effects (in millions):
<TABLE>
<CAPTION>
1 Percent 1 Percent
Increase Decrease
--------------- ---------------
<S> <C> <C>
Effect on total of service and interest cost components $1.2 ($0.9)
Effect on postretirement benefit obligation $9.2 ($7.4)
</TABLE>
103
<PAGE>
A reconciliation of the funded status of IESU's plans to the amounts recognized
on IESU's Consolidated Balance Sheets at December 31 is presented below (in
millions):
<TABLE>
<CAPTION>
Qualified Pension Benefits Other Postretirement Benefits
----------------------------- -------------------------------
1998 1997 1998 1997
------------ ------------ ------------- -------------
Change in benefit obligation:
<S> <C> <C> <C> <C>
Net benefit obligation at beginning of year $ 206.1 $ 179.4 $ 50.8 $ 48.0
Transfer of obligation (to)/from other IEC plans (99.1) - 2.3 -
Service cost 2.9 5.4 1.5 1.5
Interest cost 8.0 14.1 4.2 3.5
Plan participants' contributions - - 0.4 0.3
Plan amendments - 7.4 - -
Actuarial (gain) / loss 2.2 6.2 8.2 -
Curtailments - 2.5 0.4 -
Special termination benefits - 3.8 - -
Gross benefits paid (7.0) (12.7) (2.6) (2.5)
------------ ------------ ------------- -------------
Net benefit obligation at end of year 113.1 206.1 65.2 50.8
------------ ------------ ------------- -------------
Change in plan assets:
Fair value of plan assets at beginning of year 225.7 205.7 19.9 12.3
Transfer of assets to other IEC plans (97.5) - - -
Actual return on plan assets (2.5) 32.7 0.1 2.4
Employer contributions - - 2.7 7.4
Plan participants' contributions - - 0.4 0.3
401(h) assets recognized - - 1.2 -
Gross benefits paid (7.0) (12.7) (2.6) (2.5)
------------ ------------ ------------- -------------
Fair value of plan assets at end of year 118.7 225.7 21.7 19.9
------------ ------------ ------------- -------------
Funded status at end of year 5.6 19.6 (43.5) (30.9)
Unrecognized net actuarial (gain) / loss (7.3) (41.7) 5.7 (4.3)
Unrecognized prior service cost 9.8 20.1 (0.3) -
Unrecognized net transition obligation (asset) (1.6) (2.6) 25.9 29.1
------------ ------------ ------------- -------------
Net amount recognized at end of year $ 6.5 $ (4.6) $ (12.2) $ (6.1)
============ ============ ============= =============
Amounts recognized on the Consolidated Balance
Sheets consist of:
Prepaid benefit cost $ 6.5 $ - $ - $ -
Accrued benefit cost - (4.6) (12.2) (6.1)
------------ ------------ ------------- -------------
Net amount recognized at measurement date 6.5 (4.6) (12.2) (6.1)
------------ ------------ ------------- -------------
Contributions paid after 9/30 and prior to 12/31 - - 3.6 -
------------ ------------ ------------- -------------
Net amount recognized at 12/31/98 $ 6.5 $ (4.6) $ (8.6) $ (6.1)
============ ============ ============= =============
</TABLE>
IEC sponsors a non-qualified pension plan which covers certain current and
former officers. The pension expense allocated to IESU for this plan was $1.4
million, $2.3 million and $0.8 million in 1998, 1997 and 1996, respectively.
IESU employees also participate in defined contribution pension plans (401(k)
plans) covering substantially all employees. IESU's contributions to the plans,
which are based on the participants' level of contribution, were $2.8 million,
$1.2 million and $1.5 million in 1998, 1997 and 1996, respectively.
104
<PAGE>
(9) DEBT:
(a) Short-Term Debt -
Information regarding short-term debt is as follows (dollars in millions):
<TABLE>
<CAPTION>
1998 1997 1996
--------------- --------------- ---------------
As of end of year -
<S> <C> <C> <C>
Commercial paper outstanding - - $ 110.0
Notes payable outstanding - - $ 25.0
Discount rates on commercial paper N/A N/A 5.37-6.05%
Interest rates on notes payable N/A N/A 6.20-6.59%
For the year ended -
Average amount of short-term debt
(based on daily outstanding balances) - $ 88.4 $ 120.1
Average interest rate on short-term debt N/A 5.58% 5.52%
</TABLE>
(b) Long-Term Debt -
Debt maturities (excluding periodic sinking fund requirements, which will not
require additional cash expenditures) for 1999 to 2003 are $50.1 million, $51.2
million, $81.5 million, $0.6 million and $4.1 million, respectively. Depending
upon market conditions, it is currently anticipated that a majority of the
maturing debt will be refinanced with the issuance of long-term securities.
Refer to "Management's Discussion and Analysis of Financial Condition and
Results of Operations" (MD&A) for a further discussion of IESU's debt.
(10) ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS:
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:
o Current Assets and Current Liabilities - The carrying amount approximates
fair value because of the short maturity of such financial instruments.
o Nuclear Decommissioning Trust Funds - The carrying amount represents the
fair value of these trust funds, as reported by the trustee. The balance of
the "Nuclear decommissioning trust funds" as shown on the Consolidated
Balance Sheets included $24.3 million and $19.3 million of net unrealized
gains at December 31, 1998 and December 31, 1997, respectively, on the
investments held in the trust funds. The accumulated reserve for
decommissioning costs was adjusted by a corresponding amount.
o Cumulative Preferred Stock - Based upon the market yield of similar
securities and quoted market prices.
o Long-Term Debt - Based upon the market yield of similar securities and
quoted market prices.
The following table presents the carrying amount and estimated fair value of
certain financial instruments for IESU as of December 31 (in millions):
<TABLE>
<CAPTION>
1998 1997
--------------------------- ----------------------------
Carrying Fair Carrying Fair
Value Value Value Value
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Nuclear decommissioning trust funds $ 92 $ 92 $ 78 $ 78
Cumulative preferred stock 18 15 18 13
Long-term debt, including current portion 652 687 652 678
</TABLE>
105
<PAGE>
Since IESU is subject to regulation, any gains or losses related to the
difference between the carrying amount and the fair value of its financial
instruments may not be realized by IESU's parent.
(12) COMMITMENTS AND CONTINGENCIES:
(b) Purchased-Power, Coal and Natural Gas Contracts
IESU has entered into purchased-power capacity and coal contracts and its
minimum commitments are as follows (dollars in millions, megawatt-hours (MWHs)
and tons in thousands):
Coal
Purchased-Power (including transportation
costs)
--------------------------- --------------------------------
Dollars MWHs Dollars Tons
----------- ------------ ------------- ---------------
1999 $ 6.9 220 $ 14.1 2,028
2000 4.8 - 9.9 1,162
2001 5.0 - 6.4 885
2002 2.8 - 0.5 135
2003 2.9 - 0.2 45
IESU is in the process of negotiating several new coal contracts. In addition,
it expects to supplement its coal contracts with spot market purchases to
fulfill its future fossil fuel needs.
IESU also has various natural gas supply, transportation and storage contracts
outstanding. The minimum dekatherm commitments, in millions, for 1999-2003 are
90.0, 79.5, 78.8, 75.0 and 70.0, respectively. The minimum dollar commitments
for 1999-2003, in millions, are $56.4, $35.9, $33.6, $27.6 and $26.2,
respectively. The gas supply commitments are all index-based. IESU expects to
supplement its natural gas supply with spot market purchases as needed.
(c) Information Technology Services -
In May 1998, IEC entered into an agreement, expiring in 2004, with Electronic
Data Systems Corporation (EDS) for information technology services. IESU's
anticipated operating and capital expenditures under the agreement for 1999 are
estimated to total approximately $17.6 million. Future costs under the agreement
are variable and are dependent upon IESU's level of usage of technological
services from EDS.
(d) Financial Guarantees and Commitments
IESU has financial guarantees, which were generally issued to support
third-party borrowing arrangements and similar transactions, amounting to $17.9
million outstanding at December 31, 1998. Such guarantees are not reflected in
the consolidated financial statements. Management believes that the likelihood
of IESU having to make any material cash payments under these agreements is
remote.
106
<PAGE>
(16) SELECTED CONSOLIDATED QUARTERLY FINANCIAL DATA (Unaudited):
<TABLE>
<CAPTION>
Quarter Ended
------------------------------------------------------------------------
March 31 June 30 September 30 December 31
----------------- --------------- ----------------- ------------------
(in thousands)
1998 *
<S> <C> <C> <C> <C>
Operating revenues $208,278 $174,733 $222,190 $201,729
Operating income 34,289 21,756 69,940 29,011
Net income 11,660 2,961 30,637 16,652
Earnings available for common stock 11,431 2,732 30,408 16,425
1997
Operating revenues $226,398 $169,623 $205,711 $212,246
Operating income 32,588 26,574 63,987 30,621
Net income 11,851 6,891 28,636 11,415
Earnings available for common stock 11,622 6,662 28,407 11,188
* Earnings in 1998 were impacted by the recording of approximately $2 million,
$10 million, $3 million and $2 million of pre-tax merger-related expenses in the
first, second, third and fourth quarters, respectively.
</TABLE>
107
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
FINANCIAL SECTION
108
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareowners of Wisconsin Power and Light Company:
We have audited the accompanying consolidated balance sheets and statements of
capitalization of Wisconsin Power and Light Company (a Wisconsin corporation)
and subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, retained earnings and cash flows for each of the three
years in the period ended December 31, 1998. These financial statements and the
supplemental schedule referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and supplemental schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wisconsin Power and Light
Company and subsidiaries as of December 31, 1998 and 1997, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1998, in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule listed in Item 14(a)(2) is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
January 29, 1999
109
<PAGE>
<TABLE>
<CAPTION>
WISCONSIN POWER AND LIGHT COMPANY
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
1998 1997 1996
- ---------------------------------------------------------------------------------------------------------
(in thousands)
Operating revenues:
<S> <C> <C> <C>
Electric utility $ 614,704 $ 634,143 $ 589,482
Gas utility 111,737 155,883 165,627
Water 5,007 4,691 4,166
---------------- ---------------- ----------------
731,448 794,717 759,275
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------
Operating expenses:
Electric production fuels 120,485 116,812 114,470
Purchased power 113,936 125,438 81,108
Cost of gas sold 61,409 99,267 104,830
Other operation 143,666 131,398 140,339
Maintenance 49,912 48,058 46,492
Depreciation and amortization 119,221 104,297 84,942
Taxes other than income taxes 30,169 30,338 29,206
---------------- ---------------- ----------------
638,798 655,608 601,387
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------
Operating income 92,650 139,109 157,888
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------
Interest expense and other:
Interest expense 36,584 32,607 31,472
Allowance for funds used during construction (3,049) (2,775) (3,208)
Miscellaneous, net (1,129) (3,796) (6,669)
---------------- ---------------- ----------------
32,406 26,036 21,595
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------
Income before income taxes 60,244 113,073 136,293
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------
Income taxes 24,670 41,839 53,808
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------
Net income 35,574 71,234 82,485
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------
Preferred dividend requirements 3,310 3,310 3,310
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------
Earnings available for common stock $ 32,264 $ 67,924 $ 79,175
================ ================ ================
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
WISCONSIN POWER AND LIGHT COMPANY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
Year Ended December 31,
1998 1997 1996
- ---------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Balance at beginning of year $ 320,386 $ 310,805 $ 297,717
Net income 35,574 71,234 82,485
Cash dividends declared on common stock (58,341) (58,343) (66,087)
Cash dividends declared on preferred stock (3,310) (3,310) (3,310)
---------------- ---------------- ----------------
Balance at end of year $ 294,309 $ 320,386 $ 310,805
================ ================ ================
- ---------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
110
<PAGE>
<TABLE>
<CAPTION>
WISCONSIN POWER AND LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS
December 31,
ASSETS 1998 1997
- --------------------------------------------------------------------------------------------------------
(in thousands)
Property, plant and equipment:
Utility -
Plant in service -
<S> <C> <C>
Electric $ 1,839,545 $ 1,790,641
Gas 244,518 237,856
Water 26,567 24,864
Common 219,268 195,815
---------------- ----------------
2,329,898 2,249,176
Less - Accumulated depreciation 1,168,830 1,065,726
---------------- ----------------
1,161,068 1,183,450
Construction work in progress 56,994 42,312
Nuclear fuel, net of amortization 18,671 19,046
---------------- ----------------
1,236,733 1,244,808
Other property, plant and equipment, net of accumulated
depreciation and amortization of $44 for both years 630 684
---------------- ----------------
1,237,363 1,245,492
---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Current assets:
Cash and temporary cash investments 1,811 2,492
Accounts receivable:
Customer 13,372 20,928
Associated companies 3,019 5,017
Other 8,298 11,589
Production fuel, at average cost 20,105 18,857
Materials and supplies, at average cost 20,025 19,274
Gas stored underground, at average cost 10,738 12,504
Prepaid gross receipts tax 22,222 22,153
Other 6,987 4,824
---------------- ----------------
106,577 117,638
---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Investments:
Nuclear decommissioning trust funds 134,112 112,356
Other 15,960 14,877
---------------- ----------------
150,072 127,233
---------------- ----------------
- --------------------------------------------------------------------------------------------------------
Other assets:
Regulatory assets 133,501 120,826
Deferred charges and other 57,637 53,415
---------------- ----------------
191,138 174,241
---------------- ----------------
- --------------------------------------------------------------------------------------------------------
$ 1,685,150 $ 1,664,604
================ ================
- --------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
111
<PAGE>
<TABLE>
<CAPTION>
WISCONSIN POWER AND LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS (CONTINUED)
December 31,
CAPITALIZATION AND LIABILITIES 1998 1997
- --------------------------------------------------------------------------------------------------------------------
(in thousands)
Capitalization (See Consolidated Statements of Capitalization):
<S> <C> <C>
Common stock $ 66,183 $ 66,183
Additional paid-in capital 199,438 199,170
Retained earnings 294,309 320,386
------------------ -----------------
Total common equity 559,930 585,739
------------------ -----------------
Cumulative preferred stock, not mandatorily redeemable 59,963 59,963
Long-term debt (excluding current portion) 414,579 354,540
------------------ -----------------
1,034,472 1,000,242
------------------ -----------------
- --------------------------------------------------------------------------------------------------------------------
Current liabilities:
Current maturities - 8,899
Variable rate demand bonds 56,975 56,975
Commercial paper - 81,000
Notes payable 50,000 -
Notes payable to associated companies 26,799 -
Accounts payable 84,754 85,617
Accounts payable to associated companies 20,315 -
Accrued payroll and vacations 5,276 12,221
Accrued interest 6,863 6,317
Other 14,600 25,162
------------------ -----------------
265,582 276,191
------------------ -----------------
- --------------------------------------------------------------------------------------------------------------------
Other long-term liabilities and deferred credits:
Accumulated deferred income taxes 245,489 251,709
Accumulated deferred investment tax credits 33,170 35,039
Customer advances 34,367 34,240
Environmental liabilities 11,683 13,738
Other 60,387 53,445
------------------ -----------------
385,096 388,171
------------------ -----------------
- --------------------------------------------------------------------------------------------------------------------
Commitments and contingencies (Note 12)
- --------------------------------------------------------------------------------------------------------------------
$ 1,685,150 $ 1,664,604
================== =================
- --------------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
112
<PAGE>
<TABLE>
<CAPTION>
WISCONSIN POWER AND LIGHT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
1998 1997 1996
- ---------------------------------------------------------------------------------------------------------------------------
(in thousands)
Cash flows from operating activities:
<S> <C> <C> <C>
Net income $ 35,574 $ 71,234 $ 82,485
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization 119,221 104,297 84,942
Amortization of nuclear fuel 5,356 3,534 4,845
Deferred taxes and investment tax credits (7,529) 3,065 6,306
(Gain) loss on disposition of other property and equipment 38 710 (5,676)
Other (2,127) (2,033) (2,270)
Other changes in assets and liabilities:
Accounts receivable 12,845 (3,314) (250)
Production fuel (1,248) (3,016) (1,216)
Materials and supplies (751) 641 696
Gas stored underground 1,766 (2,512) (3,673)
Prepaid gross receipts tax (69) (2,764) (1,087)
Accounts payable 19,452 (7,102) 10,291
Benefit obligations and other (5,207) (12,809) 16,834
---------------- ---------------- ----------------
Net cash flows from operating activities 177,321 149,931 192,227
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows used for financing activities:
Common stock dividends (58,341) (58,343) (66,087)
Preferred stock dividends (3,310) (3,310) (3,310)
Proceeds from issuance of long-term debt 60,000 105,000 -
Reductions in long-term debt (8,899) (55,000) (5,000)
Net change in short-term borrowings (4,201) 11,500 (3,000)
Other (1,966) (2,601) -
---------------- ---------------- ----------------
Net cash flows used for financing activities (16,717) (2,754) (77,397)
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows used for investing activities:
Construction expenditures (117,143) (119,232) (123,942)
Nuclear decommissioning trust funds (14,297) (11,427) (9,986)
Additions to nuclear fuel (4,981) (3,212) (5,344)
Proceeds from sale of other property and equipment 53 4 36,613
Shared savings expenditures (24,355) (17,610) (5,196)
Other (562) 2,625 (7,479)
---------------- ---------------- ----------------
Net cash flows used for investing activities (161,285) (148,852) (115,334)
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and temporary cash investments (681) (1,675) (504)
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at beginning of period 2,492 4,167 4,671
---------------- ---------------- ----------------
- ---------------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at end of period $ 1,811 $ 2,492 $ 4,167
================ ================ ================
- ---------------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information: Cash paid during the period for:
Interest $ 33,368 $ 32,955 $ 29,092
================ ================ ================
Income taxes $ 31,951 $ 37,407 $ 48,622
================ ================ ================
- ---------------------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
113
<PAGE>
<TABLE>
<CAPTION>
WISCONSIN POWER AND LIGHT COMPANY
CONSOLIDATED STATEMENTS OF CAPITALIZATION
December 31,
1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
(in thousands, except share amounts)
<S> <C> <C>
Common equity:
Common stock - $5.00 par value - authorized 18,000,000 shares;
13,236,601 shares outstanding $ 66,183 $ 66,183
Additional paid-in capital 199,438 199,170
Retained earnings 294,309 320,386
------------------ ------------------
559,930 585,739
------------------ ------------------
- ----------------------------------------------------------------------------------------------------------------------------
Cumulative preferred stock:
Cumulative, without par value, not mandatorily redeemable - authorized
3,750,000 shares, maximum aggregate stated value $150,000,000:
$100 stated value - 4.50% series, 99,970 shares outstanding 9,997 9,997
$100 stated value - 4.80% series, 74,912 shares outstanding 7,491 7,491
$100 stated value - 4.96% series, 64,979 shares outstanding 6,498 6,498
$100 stated value - 4.40% series, 29,957 shares outstanding 2,996 2,996
$100 stated value - 4.76% series, 29,947 shares outstanding 2,995 2,995
$100 stated value - 6.20% series, 150,000 shares outstanding 15,000 15,000
$25 stated value - 6.50% series, 599,460 shares outstanding 14,986 14,986
------------------ ------------------
59,963 59,963
------------------ ------------------
- ----------------------------------------------------------------------------------------------------------------------------
Long-term debt:
First Mortgage Bonds:
Series L, 6.25%, retired in 1998 - 8,899
1984 Series A, variable rate (3.85% at December 31, 1998), due 2014 8,500 8,500
1988 Series A, variable rate (4.20% at December 31, 1998), due 2015 14,600 14,600
1990 Series V, 9.3%, due 2025 27,000 27,000
1991 Series A, variable rate (5.15% at December 31, 1998), due 2015 16,000 16,000
1991 Series B, variable rate (5.15% at December 31, 1998), due 2005 16,000 16,000
1991 Series C, variable rate (5.15% at December 31, 1998), due 2000 1,000 1,000
1991 Series D, variable rate (5.15% at December 31, 1998), due 2000 875 875
1992 Series W, 8.6%, due 2027 90,000 90,000
1992 Series X, 7.75%, due 2004 62,000 62,000
1992 Series Y, 7.6%, due 2005 72,000 72,000
------------------ ------------------
307,975 316,874
Debentures, 7%, due 2007 105,000 105,000
Debentures, 5.7%, due 2008 60,000 -
------------------ ------------------
472,975 421,874
------------------ ------------------
Less:
Current maturities - (8,899)
Variable rate demand bonds (56,975) (56,975)
Unamortized debt premium and (discount), net (1,421) (1,460)
------------------ ------------------
414,579 354,540
------------------ ------------------
- ----------------------------------------------------------------------------------------------------------------------------
$ 1,034,472 $ 1,000,242
================== ==================
- ----------------------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>
114
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Except as modified below, the Interstate Energy Corporation (IEC) Notes to
Consolidated Financial Statements are incorporated by reference insofar as they
relate to Wisconsin Power and Light Company (WP&L). IEC Notes 1(e), 1(i), 1(n),
5, 8(b), 11(c), and 15 do not relate to WP&L and, therefore, are not
incorporated by reference.
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(a) General -
The Consolidated Financial Statements include the accounts of WP&L and its
consolidated subsidiaries. WP&L is a subsidiary of IEC. IEC is currently doing
business as Alliant Energy Corporation. WP&L is engaged principally in the
generation, transmission, distribution and sale of electric energy; the
purchase, distribution, transportation and sale of natural gas; and water
services. Nearly all of WP&L's retail customers are located in south and central
Wisconsin. WP&L's principal consolidated subsidiary is South Beloit Water, Gas
and Electric Company.
(o) Comprehensive Income -
WP&L had no other comprehensive income in the periods presented.
(3) LEASES:
WP&L's operating lease rental expenses for 1998, 1997 and 1996 were $6.4
million, $5.5 million and $5.3 million, respectively. WP&L's future minimum
lease payments by year are as follows (in thousands):
Operating
Year Leases
---------------------- ------------------
1999 $ 7,772
2000 6,948
2001 5,925
2002 5,303
2003 4,146
Thereafter 26,042
------------------
$ 56,136
==================
(6) INCOME TAXES:
The components of federal and state income taxes for WP&L for the years ended
December 31 were as follows (in millions):
<TABLE>
<CAPTION>
1998 1997 1996
---------------- -------------- ---------------
<S> <C> <C> <C>
Current tax expense $ 32.2 $ 38.8 $ 47.5
Deferred tax expense (5.6) 4.9 8.2
Amortization of investment tax credits (1.9) (1.9) (1.9)
---------------- -------------- ---------------
$ 24.7 $ 41.8 $ 53.8
================ ============== ===============
</TABLE>
115
<PAGE>
The overall effective income tax rates shown below for the years ended December
31 were computed by dividing total income tax expense by income before income
taxes.
<TABLE>
<CAPTION>
1998 1997 1996
-------------- -------------- -------------
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal benefits 7.8 5.7 6.1
Amortization of investment tax credits (3.1) (1.7) (1.4)
Adjustment of prior period taxes - (2.1) 0.4
Merger expenses 2.5 0.3 0.4
Amortization of excess deferred taxes (2.5) (1.3) (1.3)
Other items, net 1.3 1.1 0.3
-------------- -------------- -------------
Overall effective income tax rate 41.0% 37.0% 39.5%
============== ============== =============
</TABLE>
The accumulated deferred income taxes (assets) and liabilities as set forth
below on the Consolidated Balance Sheets at December 31 arise from the following
temporary differences (in millions):
1998 1997
--------------- --------------
Property related $ 282.7 $ 287.2
Investment tax credit related (22.2) (23.5)
Decommissioning related (17.5) (16.0)
Other 2.5 4.0
--------------- --------------
$ 245.5 $ 251.7
=============== ==============
(7) BENEFIT PLANS:
(a) Pension Plans and Other Postretirement Benefits
WP&L adopted Statement of Financial Accounting Standard (SFAS) 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits" in 1998. WP&L has
a noncontributory, defined benefit pension plan covering substantially all
employees who are subject to a collective bargaining agreement. The benefits are
based upon years of service and levels of compensation. Effective in 1998,
eligible employees of WP&L that are not subject to a collective bargaining
agreement are covered by the Alliant Energy Cash Balance Pension Plan, a
non-contributory defined benefit pension plan. The projected unit credit
actuarial cost method was used to compute pension cost and the accumulated and
projected benefit obligations. WP&L's policy is to fund the pension cost in an
amount that is at least equal to the minimum funding requirements mandated by
the Employee Retirement Income Security Act of 1974 (ERISA), and that does not
exceed the maximum tax deductible amount for the year.
WP&L also provides certain other postretirement benefits to retirees, including
medical benefits for retirees and their spouses (and Medicare Part B
reimbursement for certain retirees) and, in some cases, retiree life insurance.
WP&L's funding of other postretirement benefits generally approximates the
maximum tax deductible amount on an annual basis.
The weighted-average assumptions as of the measurement date of September 30 are
as follows:
<TABLE>
<CAPTION>
Qualified Pension Benefits Other Postretirement Benefits
------------------------------------- ----------------------------------------
1998 1997 1996 1998 1997 1996
------------ ----------- ------------ ------------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Discount rate 6.75% 7.25% 7.50% 6.75% 7.25% 7.50%
Expected return on plan assets 9% 9% 9% 9% 9% 9%
Rate of compensation increase 3.5% 3.5-4.5% 3.5-4.5% 3.5% 3.5% 3.5-4.5%
Medical cost trend on covered charges:
Initial trend range N/A N/A N/A 8% 8% 9%
Ultimate trend range N/A N/A N/A 5% 5% 5%
</TABLE>
116
<PAGE>
The components of WP&L's qualified pension benefits and other postretirement
benefits costs are as follows (in millions):
<TABLE>
<CAPTION>
Qualified Pension Benefits Other Postretirement Benefits
------------------------------------- ----------------------------------
1998 1997 1996 1998 1997 1996
---------- ----------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 3.2 $ 4.8 $ 5.1 $ 1.7 $ 1.8 $ 1.8
Interest cost 8.5 13.9 13.6 2.6 3.3 3.4
Expected return on plan assets (12.8) (19.2) (17.9) (1.5) (1.1) (1.0)
Amortization of:
Transition obligation (asset) (2.1) (2.4) (2.4) 1.3 1.5 1.5
Prior service cost 0.5 0.4 0.3 - - -
Actuarial (gain)/loss - - 0.5 (1.1) (0.3) -
---------- ----------- --------- -------- -------- ---------
Total $ (2.7) $ (2.5) $ (0.8) $ 3.0 $ 5.2 $ 5.7
========== =========== ========= ======== ======== =========
</TABLE>
During 1998 and 1997, WP&L recognized an additional $0.6 million and $1.3
million, respectively, of costs in accordance with SFAS 88. The charges were for
severance and early retirement programs in the respective years. In addition,
during 1998 and 1997, WP&L recognized $3.6 million and $1.7 million,
respectively, of curtailment charges relating to WP&L's other postretirement
benefits. The amounts include a December 1998 early retirement program.
The pension benefit cost shown above (and in the following table) for 1998
represents only the pension benefit cost for bargaining unit employees of WP&L
covered under the bargaining unit pension plan that is sponsored by WP&L. The
pension benefit cost for WP&L's non-bargaining employees who are now
participants in other IEC plans was $3.0 million for 1998, including a special
charge of $3.6 for severance and early retirement window programs. In addition,
Alliant Energy Corporate Services, Inc. (Alliant Energy Corporate Services)
provides services to WP&L. The allocated pension benefit costs associated with
these services was $0.6 million for 1998. The other postretirement benefit cost
shown above for each period (and in the following tables) represents the other
postretirement benefit cost for all WP&L employees. The allocated other
postretirement benefit cost associated with Alliant Energy Corporate Services
for WP&L was $0.2 million for 1998.
The assumed medical trend rates are critical assumptions in determining the
service and interest cost and accumulated postretirement benefit obligation
related to postretirement benefit costs. A one percent change in the medical
trend rates for 1998, holding all other assumptions constant, would have the
following effects (in millions):
<TABLE>
<CAPTION>
1 Percent 1 Percent Decrease
Increase
------------------- ----------------------
<S> <C> <C>
Effect on total of service and interest cost components $0.3 ($0.3)
Effect on postretirement benefit obligation $1.7 ($1.7)
</TABLE>
117
<PAGE>
A reconciliation of the funded status of WP&L's plans to the amounts recognized
on WP&L's Consolidated Balance Sheets at December 31 is presented below (in
millions):
<TABLE>
<CAPTION>
Qualified Pension Benefits Other Postretirement Benefits
---------------------------- -------------------------------
1998 1997 1998 1997
----------- ------------ -------------- ------------
Change in benefit obligation:
<S> <C> <C> <C> <C>
Net benefit obligation at beginning of year $ 205.1 $ 189.6 $ 47.1 $ 46.6
Transfer of obligations to other IEC plans (91.9) - - -
Service cost 3.2 4.8 1.7 1.8
Interest cost 8.5 13.9 2.6 3.3
Plan participants' contributions - - 0.8 1.0
Plan amendments - 4.4 - -
Actuarial (gain) / loss 12.2 2.9 (9.7) (2.7)
Curtailments - - 0.7 0.6
Special termination benefits 0.6 1.3 - -
Gross benefits paid (5.4) (11.8) (2.9) (3.5)
----------- ------------ -------------- ------------
Net benefit obligation at end of year 132.3 205.1 40.3 47.1
----------- ------------ -------------- ------------
Change in plan assets:
Fair value of plan assets at beginning of year 244.4 218.9 16.1 13.8
Transfer of assets to other IEC plans (100.2) - - -
Actual return on plan assets (1.3) 36.2 1.1 1.9
Employer contributions - 1.1 - 2.9
Plan participants' contributions - - 0.8 1.0
Gross benefits paid (5.4) (11.8) (2.9) (3.5)
----------- ------------ -------------- ------------
Fair value of plan assets at end of year 137.5 244.4 15.1 16.1
----------- ------------ -------------- ------------
Funded status at end of year 5.2 39.3 (25.2) (31.0)
Unrecognized net actuarial (gain) / loss 26.0 0.8 (17.0) (8.3)
Unrecognized prior service cost 5.1 7.8 (0.2) (0.3)
Unrecognized net transition obligation (asset) (7.9) (12.0) 17.2 21.0
----------- ------------ -------------- ------------
Net amount recognized at end of year $ 28.4 $ 35.9 $ (25.2) $ (18.6)
=========== ============ ============== ============
Amounts recognized on the Consolidated Balance
Sheets consist of:
Prepaid benefit cost $ 28.4 $ 35.9 $ 0.4 $ 0.3
Accrued benefit cost - - (25.6) (18.9)
----------- ------------ -------------- ------------
Net amount recognized at measurement date 28.4 35.9 (25.2) (18.6)
----------- ------------ -------------- ------------
Contributions paid after 9/30 and prior to 12/31 - - 2.1 -
----------- ------------ -------------- ------------
Net amount recognized at 12/31/98 $ 28.4 $ 35.9 $ (23.1) $ (18.6)
=========== ============ ============== ============
</TABLE>
IEC sponsors a non-qualified pension plan which covers certain current and
former officers. The pension expense allocated to WP&L for this plan was $0.8
million, $0.5 million and $0.5 million in 1998, 1997 and 1996, respectively.
WP&L employees also participate in defined contribution pension plans (401(k)
plans) covering substantially all employees. WP&L's contributions to the plans,
which are based on the participants' level of contribution, were $2.4 million,
$2.8 million and $1.8 million in 1998, 1997 and 1996, respectively.
The benefit obligation and fair value of plan assets for the postretirement
welfare plans with benefit obligations in excess of plan assets were $33.4
million and $6.2 million as of September 31, 1998 and $40.6 million and $7.7
million, respectively, as of the prior measurement date.
118
<PAGE>
(9) DEBT:
(a) Short-Term Debt -
Information regarding short-term debt is as follows (in millions):
<TABLE>
<CAPTION>
1998 1997 1996
-------------- -------------- --------------
As of year end--
<S> <C> <C> <C>
Commercial paper outstanding - $81.0 $59.5
Notes payable outstanding $50.0 - $10.0
Money pool borrowings $26.8 - -
Discount rates on commercial paper N/A 5.82-5.90% 5.35-5.65%
Interest rates on notes payable 5.44% N/A 5.95%
Interest rate on money pool borrowings 5.17% N/A N/A
For the year ended--
Average amount of short-term debt
(based on daily outstanding balances) $48.4 $49.2 $33.9
Average interest rate on short-term debt 5.55% 5.64% 5.86%
</TABLE>
(b) Long-Term Debt -
Debt maturities (excluding periodic sinking fund requirements, which will not
require additional cash expenditures) for 1999 to 2003 are $0, $1.9 million, $0,
$0 and $0, respectively.
Refer to "Management's Discussion and Analysis of Financial Condition and
Results of Operations" (MD&A) for a further discussion of WP&L's debt.
(10) ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS:
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:
o Current Assets and Current Liabilities - The carrying amount approximates
fair value because of the short maturity of such financial instruments.
o Nuclear Decommissioning Trust Funds - The carrying amount represents the
fair value of these trust funds, as reported by the trustee. The balance of
the "Nuclear decommissioning trust funds" as shown on the Consolidated
Balance Sheets included $18.7 million and $16.4 million of net unrealized
gains at December 31, 1998 and December 31, 1997, respectively, on the
investments held in the trust funds. The accumulated reserve for
decommissioning costs was adjusted by a corresponding amount.
o Cumulative Preferred Stock - Based upon the market yield of similar
securities and quoted market prices.
o Long-Term Debt - Based upon the market yield of similar securities and
quoted market prices.
The following table presents the carrying amount and estimated fair value of
certain financial instruments for WP&L as of December 31 (in millions):
<TABLE>
<CAPTION>
1998 1997
--------------------------- ----------------------------
Carrying Fair Carrying Fair
Value Value Value Value
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Nuclear decommissioning trust funds $ 134 $ 134 $ 112 $ 112
Cumulative preferred stock 60 55 60 52
Long-term debt, including current portion 472 513 420 449
</TABLE>
Since WP&L is subject to regulation, any gains or losses related to the
difference between the carrying amount and the fair value of its financial
instruments may not be realized by WP&L's parent.
119
<PAGE>
(12) COMMITMENTS AND CONTINGENCIES:
(b) Purchased-Power, Coal and Natural Gas Contracts
WP&L has entered into purchased-power capacity and coal contracts and its
minimum commitments are as follows (dollars in millions, megawatt-hours (MWHs)
and tons in thousands):
Coal
Purchased-Power (including transportation
costs)
--------------------------- --------------------------------
Dollars MWHs Dollars Tons
----------- ------------ ------------- ---------------
1999 $ 62.3 1,290 $ 22.2 6,124
2000 66.0 1,509 10.1 2,986
2001 52.4 864 8.4 1,600
2002 31.8 219 4.4 750
2003 24.3 219 - -
WP&L is in the process of negotiating several new coal contracts. In addition,
it expects to supplement its coal contracts with spot market purchases to
fulfill its future fossil fuel needs.
WP&L also has various natural gas supply, transportation and storage contracts
outstanding. The minimum dekatherm commitments, in millions, for 1999-2003 are
70.3, 59.7, 45.4, 31.5 and 24.5, respectively. The minimum dollar commitments
for 1999-2003, in millions, are $42.8, $32.5, $27.1, $24.7 and $17.0,
respectively. The gas supply commitments are all index-based. WP&L expects to
supplement its natural gas supply with spot market purchases as needed.
(c) Information Technology Services -
In May 1998, IEC entered into an agreement, expiring in 2004, with Electronic
Data Systems Corporation (EDS) for information technology services. WP&L's
anticipated operating and capital expenditures under the agreement for 1999 are
estimated to total approximately $2.8 million. Future costs under the agreement
are variable and are dependent upon WP&L's level of usage of technological
services from EDS.
120
<PAGE>
(16) SELECTED CONSOLIDATED QUARTERLY FINANCIAL DATA (Unaudited):
<TABLE>
<CAPTION>
------------------------------------------------------------------------
Quarter Ended
------------------------------------------------------------------------
March 31 June 30 September 30 December 31
----------------- --------------- ----------------- ------------------
(in thousands)
1998*
<S> <C> <C> <C> <C>
Operating revenues $202,803 $172,509 $176,130 $180,006
Operating income 33,651 10,828 29,696 18,475
Net income (loss) 17,598 (1,233) 12,677 6,532
Earnings available for common stock 16,770 (2,061) 11,850 5,705
1997
Operating revenues $231,005 $176,065 $180,192 $207,455
Operating income 45,413 20,882 34,158 38,656
Net income 23,351 11,044 15,236 21,603
Earnings available for common stock 22,523 10,216 14,409 20,776
*Earnings for 1998 were impacted by the recording of approximately $3 million,
$11 million, $2 million and $1 million of pre-tax merger-related expenses in the
first, second, third and fourth quarters, respectively.
</TABLE>
121
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
IEC
The information required by Item 10 relating to directors and nominees for
election of directors at the 1999 Annual Meeting of Shareowners is incorporated
herein by reference to the relevant information included under the caption
"Election of Directors" in IEC's Proxy Statement for the 1999 Annual Meeting of
Shareowners (the 1999 IEC Proxy Statement). The 1999 IEC Proxy Statement has
been filed with the Securities and Exchange Commission within 120 days after the
end of IEC's fiscal year. The executive officers of IEC as of the date of this
filing are as follows (figures following the names represent the officer's age
as of December 31, 1998):
Executive Officers of IEC
Erroll B. Davis, Jr., 54, has served as President and Chief Executive Officer
since 1990 and has been a board member since 1988.
William D. Harvey, 49, was elected Executive Vice President-Generation effective
April 1998. Prior thereto, he served as Senior Vice President since 1993 at
WP&L.
James E. Hoffman, 45, was elected Executive Vice President-Business Development
effective April 1998. Prior thereto, he served as Executive Vice President since
1996 at IES and Executive Vice President-Customer Service & Energy Delivery from
1995 to 1997 at IESU. Prior to joining IEC, he was Chief Information Officer
from 1990 to 1995 at MCI Communications.
Eliot G. Protsch, 45, was elected Executive Vice President-Energy Delivery
effective April 1998. Prior thereto, he served as Senior Vice President since
1993 at WP&L.
Barbara J. Swan, 47, was elected Executive Vice President and General Counsel
effective October 1998. She previously served as Vice President-General Counsel
from 1994 to 1998 at WP&L.
Thomas M. Walker, 51, was elected Executive Vice President and Chief Financial
Officer effective April 1998. Prior thereto, he served as Executive Vice
President and Chief Financial Officer since 1996 at IES and IESU. Prior to
joining IEC, he was Executive Vice President-Chief Financial and Administrative
Officer and member of the Board of Directors from 1990 to 1995 at Information
Resources, Inc.
Pamela J. Wegner, 51, was elected Executive Vice President-Corporate Services
effective October 1998. She previously served as Vice President-Information
Services and Administration from 1994 to 1998 at WP&L.
John E. Ebright, 55, was elected Vice President-Controller effective April 1998.
Prior thereto, he served as Controller and Chief Accounting Officer since 1996
at IES and IESU. Prior to joining IEC, he was Vice President and Controller from
1987 to 1996 at MidCon Corp., a subsidiary of Occidental Petroleum Corporation.
Edward M. Gleason, 58, has served as Vice President-Treasurer and Corporate
Secretary since 1993. He has also served as Controller, Treasurer and Corporate
Secretary of WP&L since 1996 and Corporate Secretary of WP&L from 1993 to 1996.
122
<PAGE>
Susan J. Kosmo, 52, was elected Assistant Controller effective April 1998. She
previously served as Assistant Controller since 1995 and Trust Investments and
Investor Relations Supervisor from 1992 to 1995 at WP&L.
John E. Kratchmer, 36, was elected Assistant Controller effective April 1998. He
previously served as Manager of Financial Reporting and Property since 1996 and
Manager of Financial Reporting from 1994 to 1996 at IES.
Linda J. Wentzel, 50, was appointed Assistant Corporate Secretary effective May
1998. She previously served as Executive Administrative Assistant since 1995 and
Administrative Assistant from 1992 to 1995 at IEC.
Enrique Bacalao, 49, was appointed Assistant Treasurer effective November 1998.
Prior to joining IEC, he was Vice President, Corporate Banking at the Chicago
Branch from 1995 to 1998, and Manager and Head of the Customer Dealing Group at
the London Branch from 1993 to 1995, of The Industrial Bank of Japan, Limited.
NOTE: None of the executive officers listed above is related to any member of
the Board of Directors or nominee for director or any other executive officer.
Messrs. Liu and Davis have employment agreements with IEC pursuant to which
their terms of office are established. All other executive officers have no
definite terms of office and serve at the pleasure of the Board of Directors.
IESU
IESU's directors are identical to IEC, but are elected by consent action. The
information required by Item 10 relating to directors and nominees for election
of directors at the 1999 Annual Meeting of Shareowners is incorporated herein by
reference to the relevant information included under the caption "Election of
Directors" in the 1999 IEC Proxy Statement. The 1999 IEC Proxy Statement has
been filed with the Securities and Exchange Commission within 120 days after the
end of IESU's fiscal year. The executive officers of IESU as of the date of this
filing are as follows (figures following the names represent the officer's age
as of December 31, 1998):
Executive Officers of IESU
Erroll B. Davis, Jr., 54, was elected Chief Executive Officer effective April
1998. Mr. Davis is also an officer of IEC and WP&L.
Eliot G. Protsch, 45, was elected President effective April 1998. Mr. Protsch is
also an officer of IEC and WP&L.
William D. Harvey, 49, was elected Executive Vice President-Generation effective
October 1998. Mr. Harvey is also an officer of IEC and WP&L.
Barbara J. Swan, 47, was elected Executive Vice President and General Counsel
effective October 1998. Ms. Swan is also an officer of IEC and WP&L.
Thomas M. Walker, 51, was elected Executive Vice President and Chief Financial
Officer since 1996. Prior to joining IESU, he was Executive Vice President-Chief
Financial and Administrative Officer and member of the Board of Directors from
1990 to 1995 at Information Resources, Inc. Mr. Walker is also an officer of IEC
and WP&L.
Pamela J. Wegner, 51, was elected Executive Vice President-Corporate Services
effective October 1998. Ms. Wegner is also an officer of IEC and WP&L.
Dale R. Sharp, 58, was elected Senior Vice President-Engineering and Standards
effective October 1998. He previously served as Vice President-Engineering since
1996, Vice President-Power Production from 1995 to 1996 and Director-Electrical
Engineering from 1980 to 1995 at IPC. Mr. Sharp is also an officer of WP&L.
123
<PAGE>
Daniel A. Doyle, 40, was elected Vice President-Manufacturing and Energy
Portfolio Services effective October 1998. Mr. Doyle is also an officer of WP&L.
John E. Ebright, 55, was elected Vice President-Controller effective April 1998.
He previously served as Controller and Chief Accounting Officer since 1996.
Prior to joining IESU, he was Vice President and Controller from 1987 to 1996 at
MidCon Corp., a subsidiary of Occidental Petroleum Corporation. Mr. Ebright is
also an officer of IEC and WP&L.
Dean E. Ekstrom, 51, was elected Vice President-Sales and Services effective
April 1998. He previously served as Vice President-Administration since 1996 and
Vice President-Management Systems from 1994 to 1996 at IES. Mr. Ekstrom is also
an officer of WP&L.
John F. Franz, Jr., 59, has served as Vice President-Nuclear since 1992. Mr.
Franz is also an officer of WP&L.
Edward M. Gleason, 58, was elected Vice President-Treasurer and Corporate
Secretary effective April 1998. Mr. Gleason is also an officer of IEC and WP&L.
Dundeana K. Langer, 40, was elected Vice President-Customer Operations effective
April 1998. She previously served as Assistant Vice President-Field Operations
since 1997, General Manager-Operations & Director Process Redesign
Implementation from 1996 to 1997, Team Leader-Energy Delivery Process Redesign
Team from 1995 to 1996, and District Manger from 1988 to 1995. Ms. Langer is
also an officer of WP&L.
Daniel L. Mineck, 50, was elected Vice President-Performance Engineering and
Environmental effective October 1998. He previously served as Assistant Vice
President-Corporate Engineering since 1996, Assistant Vice President-Nuclear
from 1995 to 1996 and Manager-Economic Development from 1992 to 1995. Mr. Mineck
is also an officer of WP&L.
Kim K. Zuhlke, 45, was elected Vice President-Customer Operations effective
October 1998. Mr. Zuhlke is also an officer of WP&L.
David L. Wilson, 52, has served as Assistant Vice President-Nuclear since 1997,
Facility Leader from 1996 to 1997, Plant Manager from 1995 to 1996 and Pllant
Supervisor-Nuclear from 1991 to 1995. Mr. Wilson is also an officer of WP&L.
Linda J. Wentzel, 50, was appointed Assistant Corporate Secretary effective May
1998. Ms. Wentzel is also an officer of IEC and WP&L.
Enrique Bacalao, 49, was appointed Assistant Treasurer effective November 1998.
Prior to joining IESU, he was Vice President, Corporate Banking at the Chicago
Branch from 1995 to 1998, and Manager and Head of the Customer Dealing Group at
the London Branch from 1993 to 1995, of The Industrial Bank of Japan, Limited.
Mr. Bacalao is also an officer of IEC and WP&L.
Steven F. Price, 46, was elected Assistant Treasurer effective April 1998. Mr.
Price is also an officer of WP&L.
Robert A. Rusch, 36, was elected Assistant Treasurer effective April 1998. Mr.
Rusch is also an officer of WP&L.
Daniel L. Siegfried, 39, was elected Assistant Secretary effective April 1998.
He also serves as Senior Attorney for IEC. Previously he served as Senior
Environmental Counsel from 1992 to 1998 at IES.
NOTE: None of the executive officers listed above is related to any member of
the Board of Directors or nominee for director or any other executive officer.
124
<PAGE>
Messrs. Liu and Davis have employment agreements with IEC pursuant to which
their terms of office are established. All other executive officers have no
definite terms of office and serve at the pleasure of the Board of Directors.
WP&L
The information required by Item 10 relating to directors and nominees for
election of directors at the 1999 Annual Meeting of Shareowners will be
incorporated herein by reference to the relevant information in WP&L's Proxy
Statement for the 1999 Annual Meeting of Shareowners (the 1999 WP&L Proxy
Statement). The 1999 WP&L Proxy Statement will be filed with the Securities and
Exchange Commission within 120 days after the end of WP&L's fiscal year. The
executive officers of WP&L as of the date of this filing are as follows (figures
following the names represent the officer's age as of December 31, 1998):
Executive Officers of WP&L
Erroll B. Davis, Jr., 54, was elected Chief Executive Officer effective April
1998. He previously served as President and Chief Executive Officer of WP&L
since 1988 and has been a board member of WP&L since 1984.
Mr. Davis is also an officer of IEC and IESU.
William D. Harvey, 49, was elected President effective April 1998. He previously
served as Senior Vice President since 1993 at WP&L. Mr. Harvey is also an
officer of IEC and IESU.
Eliot G. Protsch, 45, was elected Executive Vice President-Energy Delivery
effective October 1998. He previously served as Senior Vice President from 1993
to 1998 at WP&L. Mr. Protsch is also an officer of IEC and IESU.
Barbara J. Swan, 47, was elected Executive Vice President and General Counsel
effective October 1998. She previously served as Vice President-General Counsel
from 1994 to 1998 at WP&L. Ms. Swan is also an officer of IEC and IESU.
Thomas M. Walker, 51, was elected Executive Vice President and Chief Financial
Officer effective October 1998. Mr. Walker is also on officer of IEC and IESU.
Pamela J. Wegner, 51, was elected Executive Vice President-Corporate Services
effective October 1998. She previously served as Vice President-Information
Services and Administration from 1994 to 1998 at WP&L. Ms. Wegner is also an
officer of IEC and IESU.
Dale R. Sharp, 58, was elected Senior Vice President-Engineering and Standards
effective October 1998. He previously served as Vice President-Engineering since
1996, Vice President-Power Production from 1995 to 1996 and Director-Electrical
Engineering from 1980 to 1995 at IPC. Mr. Sharp is also an officer of IESU.
Daniel A. Doyle, 40, was elected Vice President-Manufacturing and Energy
Portfolio Services effective October 1998. He previously served as Vice
President-Fossil Plants since April 1998, Vice President-Power Production from
1996 to 1998 and Vice President-Finance, Controller and Treasurer from 1994 to
1996 at WP&L. Mr. Doyle is also an officer of IESU.
John E. Ebright, 55, was elected Vice President-Controller effective April 1998.
Mr. Ebright is also an officer of IEC and IESU.
Dean E. Ekstrom, 51, was elected Vice President-Sales and Services effective
April 1998. Mr. Ekstrom is also an officer of IESU.
John F. Franz, Jr., 59, was elected Vice President-Nuclear effective April 1998.
Mr. Franz is also an officer of IESU.
125
<PAGE>
Edward M. Gleason, 58, was elected Vice President-Treasurer and Corporate
Secretary effective April 1998. He previously served as Controller, Treasurer,
and Corporate Secretary of WP&L since 1996 and Corporate Secretary of WP&L from
1993 to 1996. Mr. Gleason is also an officer of IEC and IESU.
Dundeana K. Langer, 40, was elected Vice President-Customer Services effective
October 1998. Ms. Langer is also an officer of IESU.
Daniel L. Mineck, 50, was elected Vice President-Performance Engineering and
Environmental effective April 1998. Mr. Mineck is also an officer of IESU.
Kim K. Zuhlke, 45, was elected Vice President-Customer Operations effective
April 1998. He previously served as Vice President-Customer Services and Sales
since 1993 at WP&L. Mr. Zuhlke is also an officer of IESU.
David L. Wilson, 52, was elected Assistant Vice President-Nuclear effective
April 1998. Mr. Wilson is also an officer of IESU.
Linda J. Wentzel, 50, was appointed Assistant Corporate Secretary effective May
1998. She previously served as Executive Administrative Assistant since 1995 and
Administrative Assistant from 1992 to 1995 at IEC. Ms. Wentzel is also an
officer of IEC and IESU.
Enrique Bacalao, 49, was appointed Assistant Treasurer effective November 1998.
Prior to joining WP&L, he was Vice President, Corporate Banking at the Chicago
Branch from 1995 to 1998, and Manager and Head of the Customer Dealing Group at
the London Branch from 1993 to 1995, of The Industrial Bank of Japan, Limited.
Mr. Bacalao is also an officer of IEC and IESU.
Steven F. Price, 46, was elected Assistant Treasurer effective April 1998. He
previously served as Assistant Corporate Secretary since 1992 at IEC and WP&L
and as Assistant Treasurer since 1992 at IEC. Mr. Price is also an officer of
IESU.
Robert A. Rusch, 36, was elected Assistant Treasurer effective April 1998. He
previously served as Assistant Treasurer since 1995 and Financial Analyst from
1989 to 1995 at WP&L. Mr. Rusch is also an officer of IESU.
NOTE: None of the executive officers listed above is related to any member of
the Board of Directors or nominee for director or any other executive officer.
Messrs. Liu and Davis have employment agreements with IEC pursuant to which
their terms of office are established. All other executive officers have no
definite terms of office and serve at the pleasure of the Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION
IEC
The information required by Item 11 is incorporated herein by reference to the
relevant information in the 1999 IEC Proxy Statement. The 1999 IEC Proxy
Statement has been filed with the Securities and Exchange Commission within 120
days after the end of IEC's fiscal year.
126
<PAGE>
IESU
EXECUTIVE OFFICERS' COMPENSATION TABLE
The following Summary Compensation Table sets forth the total compensation paid
by IEC and its subsidiaries for all services rendered during 1998, 1997, and
1996 to the Chief Executive Officer and the four other most highly compensated
executive officers of IESU at December 31, 1998.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
--------------------------------------------- -------------------------------
Securities
Underlying
Other Annual Restricted Options/SARs All Other
Name and Principal Position Year Salary Bonus 1 Compensation 2 Stock Awards 3 (Shares) 4 Compensation 5
- ----------------------------- ------ ---------- ---------- ---------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 1998 $540,000 $ - $13,045 $ - 36,752 $57,996
Chief Executive Officer 1997 450,000 200,800 19,982 - 13,800 60,261
1996 450,000 297,862 23,438 - 12,600 66,711
Lee Liu 1998 400,000 - - 337,241 25,347 52,073
Chairman of the Board 1997 400,000 189,000 5,956 176,391 - 13,277
1996 380,000 175,000 2,578 253,475 - 13,956
William D. Harvey 1998 233,846 - 4,699 - 11,406 28,642
Executive Vice President 1997 220,000 43,986 14,944 - 5,100 33,043
1996 220,000 92,104 10,765 - 4,650 29,343
Eliot T. Protsch 1998 233,846 - 2,443 - 11,406 20,398
Executive Vice President 1997 220,000 51,400 11,444 - 5,100 30,057
1996 220,000 101,224 7,657 - 4,650 25,890
Thomas M. Walker 6 1998 229,846 - 814 - 11,406 13,263
Executive Vice President 1997 230,000 62,100 38,138 - - 2,367
and Chief Financial Officer 1996 9,583 - - 30,000 - 119
1 No bonuses were paid for 1998.
2 Other Annual Compensation for 1998 consists of: income tax gross-ups for
reverse split-dollar life insurance for Messrs. Davis, Harvey and Protsch;
and relocation expense reimbursement for Mr. Walker.
3 Prior to the Merger, IES had historically made awards of restricted stock.
Such awards (to the extent not previously vested) vested automatically upon
the consummation of the Merger. The number of shares of restricted stock
reflected in this table that were subject to such automatic vesting are as
follows: Mr. Liu - 8,703 shares awarded for 1998, 5,004 shares awarded for
1997 and 8,703 shares awarded for 1996; Mr. Walker - 1,000 shares awarded
for 1996. Restricted stock was considered outstanding upon the award date
and dividends were paid to the eligible officers on these shares while
restricted. The amounts shown in the table above represent the value of the
awards based upon the closing price of IES common stock on the award date.
4 Awards made in 1998 were in combination with performance share awards as
described in the table entitled "Long-Term Incentive Awards in 1998."
5 All Other Compensation for 1998 consists of: matching contributions to
401(k) Plan and Deferred Compensation Plan, Mr. Davis - $16,200, Mr. Liu -
$4,754, Mr. Harvey - $7,015, Mr. Protsch - $7,015 and Mr. Walker - $5,000;
financial counseling benefit, Mr. Davis - $7,000, Mr. Liu - $4,448, Mr.
Harvey - $7,000, Mr. Protsch - $2,333 and Mr. Walker - $7,000; split dollar
life insurance premiums, Mr. Davis - $20,653, Mr. Harvey - $8,738 and Mr.
Protsch - $7,989; reverse split dollar life insurance, Mr. Davis - $14,143,
Mr. Harvey - $5,889 and Mr. Protsch - $3,061; life insurance coverage in
excess of $50,000, Mr. Liu - $9,910; and dividends on restricted stock, Mr.
Liu - $32,961 and Mr. Walker - $1,263. The split dollar insurance premiums
are calculated using the "foregone interest" method.
6 Mr. Walker's employment with the company began in 1996.
</TABLE>
127
<PAGE>
IEC STOCK OPTIONS
The following table sets forth certain information concerning stock options
granted by IEC during 1998 to the executives named below:
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN 1998
- -------------------------- ---------------------------------------------------------- ----------------------------
Potential Realizable
Value at Assumed Annual
Rates of Stock
Individual Grants Appreciation for Option
Term2
- -------------------------- ---------------------------------------------------------- ----------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/ Employees in Base Price Expiration
Name SARs Granted 1 Fiscal Year ($/Share) Date 5% 10%
- -------------------------- -------------- ---------------- ------------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 36,752 5.8% $31.5625 6/30/08 $729,527 $1,848,993
- -------------------------- -------------- ---------------- ------------- ------------ ------------- --------------
Lee Liu 25,347 4.0% 31.5625 6/30/08 503,138 1,275,208
- -------------------------- -------------- ---------------- ------------- ------------ ------------- --------------
William D. Harvey 11,406 1.8% 31.5625 6/30/08 226,409 573,836
- -------------------------- -------------- ---------------- ------------- ------------ ------------- --------------
Eliot G. Protsch 11,406 1.8% 31.5625 6/30/08 226,409 573,836
- -------------------------- -------------- ---------------- ------------- ------------ ------------- --------------
Thomas M. Walker 11,406 1.8% 31.5625 6/30/08 226,409 573,836
- -------------------------- -------------- ---------------- ------------- ------------ ------------- --------------
1 Consists of non-qualified stock options to purchase shares of IEC common
stock granted pursuant to IEC's Long Term Equity Incentive Plan. Options
were granted on July 1, 1998, and will fully vest on January 2, 2001. Upon a
"change in control" of IEC as defined in the Plan or upon retirement,
disability or death of the option holder, these options shall become
immediately exercisable. Upon exercise of an option, the executive purchases
all or a portion of the shares covered by the option by paying the exercise
price multiplied by the number of shares as to which the option is
exercised, either in cash or by surrendering common shares already owned by
the executive.
2 The hypothetical potential appreciation shown for the named executives is
required by the SEC rules. The amounts shown do not represent either the
historical or expected future performance of IEC's common stock level of
appreciation. For example, in order for the named executives to realize the
potential values set forth in the 5% and 10% columns in the table above, the
price per share of IEC's common stock would be $51.41 and $81.87,
respectively, as of the expiration date of the options.
</TABLE>
The following table provides information for the executives named below
regarding the number and value of exercisable and unexercised options. None of
these executives exercised options in fiscal 1998.
<TABLE>
<CAPTION>
OPTION/SAR VALUES AT DECEMBER 31, 1998
- -------------------------- ------------------------------------- ---------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised In-the-Money
Options/SARs at Fiscal Year End Options/SARs at Year End1
- -------------------------- ------------------------------------- ---------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- ----------------- ------------------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Erroll B. Davis, Jr. 13,100 63,152 $62,225 $102,817
- -------------------------- ----------------- ------------------- ----------------- ---------------------
Lee Liu - 25,347 - 17,426
- -------------------------- ----------------- ------------------- ----------------- ---------------------
William D. Harvey 4,700 21,156 22,325 36,492
- -------------------------- ----------------- ------------------- ----------------- ---------------------
Eliot G. Protsch 4,700 21,156 22,325 36,492
- -------------------------- ----------------- ------------------- ----------------- ---------------------
Thomas M. Walker - 11,406 - 7,842
- -------------------------- ----------------- ------------------- ----------------- ---------------------
128
<PAGE>
1 Based on the closing per share price on December 31, 1998 of IEC common
stock of $32.25.
</TABLE>
The following table provides information concerning long-term incentive awards
made by IEC to the executives named below in 1998.
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE AWARDS IN 1998
- ------------------------ ----------------------- ----------------------- -----------------------------------------
Estimated Future Payouts Under
Non-Stock Price-Based Plans
- ------------------------ ----------------------- ----------------------- -----------------------------------------
Performance or Other
Number of Shares, Period Until
Name Units or Other Rights Maturation or Payout Threshold Target Maximum
- ------------------------ ----------------------- ----------------------- ------------- -------------- ------------
(#)1 (#) (#) (#)
- ------------------------ ----------------------- ----------------------- ------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 11,026 1/2/01 5,513 11,026 22,052
- ------------------------ ----------------------- ----------------------- ------------- -------------- ------------
Lee Liu 7,604 1/2/01 3,802 7,604 15,208
- ------------------------ ----------------------- ----------------------- ------------- -------------- ------------
William D. Harvey 2,661 1/2/01 1,330 2,661 5,322
- ------------------------ ----------------------- ----------------------- ------------- -------------- ------------
Eliot G. Protsch 2,661 1/2/01 1,330 2,661 5,322
- ------------------------ ----------------------- ----------------------- ------------- -------------- ------------
Thomas M. Walker 2,661 1/2/01 1,330 2,661 5,322
- ------------------------ ----------------------- ----------------------- ------------- -------------- ------------
1 Consists of performance shares awarded under IEC's Long-Term Equity
Incentive Plan. These performance shares will vest based on achievement of
specified Total Shareholder Return (TSR) levels as compared with an
investor-owned utility peer group over the period ending January 2, 2001.
Payouts will be in shares of IEC common stock, but will be modified by a
performance multiplier which ranges from 0 to 2.00.
</TABLE>
The following information required by Item 10 for IESU is incorporated herein by
reference to the relevant information in the 1999 IEC Proxy Statement, which has
been filed with the Securities and Exchange Commission within 120 days after the
end of IESU's fiscal year: Compensation of Directors, Certain Agreements and
Transactions, and Retirement and Employee Benefit Plans. Mr. Walker participates
in the Alliant Energy Corporate Services Retirement Plan and the Alliant Energy
Corporate Services Supplemental Executive Retirement Plan and has two years
credited service under such plans.
WP&L
The information required by Item 11 will be incorporated herein by reference to
the relevant information in the 1999 WP&L Proxy Statement. The 1999 WP&L Proxy
Statement will be filed with the Securities and Exchange Commission within 120
days after the end of WP&L's fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
IEC
The information required by Item 12 is incorporated herein by reference to the
relevant information under the caption "Ownership of Voting Securities" in the
1999 IEC Proxy Statement. The 1999 IEC Proxy Statement has been filed with the
Securities and Exchange Commission within 120 days after the end of IEC's fiscal
year.
IESU
OWNERSHIP OF VOTING SECURITIES
Listed in the following table are the shares of IEC's common stock owned by the
executive officers listed in the Summary Compensation Table and all directors of
IESU, as well as the number of shares owned by directors and
129
<PAGE>
executive officers as a group as of December 31, 1998. The directors and
executive officers of IEC as a group owned less than one percent of the
outstanding shares of common stock on that date. To IEC's knowledge, no
shareowner beneficially owned 5 percent or more of IEC's outstanding common
stock as of December 31, 1998.
Shares
Beneficially
Name of Beneficial Owner Owned(1)
------------
Executives(2)
William D. Harvey.................................... 23,759 (3)
Eliot G. Protsch..................................... 23,817 (3)
Thomas M. Walker..................................... 5,105 (3)
Director Nominees
Alan B. Arends....................................... 2,202
Rockne G. Flowers.................................... 10,189
Katharine C. Lyall................................... 7,715
Robert D. Ray........................................ 4,032
Anthony R. Weiler.................................... 4,603 (3)
Continuing Directors
Erroll B. Davis, Jr.................................. 59,292 (3)
Joyce L. Hanes....................................... 2,858 (3)
Lee Liu.............................................. 66,247 (3)
Arnold M. Nemirow.................................... 10,387
Milton E. Neshek..................................... 12,315
Jack R. Newman....................................... 2,027
Judith D. Pyle....................................... 6,297
David Q. Reed........................................ 6,043 (3)
Robert W. Schlutz.................................... 4,185
Wayne H. Stoppelmoor................................. 12,424
All Executives and Directors as a Group
35 people, including those listed above.............. 399,672 (3)
(1) Total shares of IEC common stock outstanding as of December 31, 1998 were
77,630,043.
(2) Stock ownership of Mr. Davis and Mr. Liu are shown with continuing
directors.
(3) Included in the beneficially owned shares shown are: indirect ownership
interests with shared voting and investment powers: Mr. Harvey - 1,897, Mr.
Protsch - 573, Mr. Davis - 5,866, Ms. Hanes - 541, Mr. Liu - 9,755, Mr. Reed
- 353 and Mr. Weiler - 1,037; and exercisable stock options: Mr. Davis -
37,950, Mr. Harvey - 13,152, Mr. Protsch - 13,152, Mr. Walker - 3,802, Mr.
Liu - 8,449 and Mr. Stoppelmoor - 6,336 (all executive officers and
directors as a group - 148,072).
WP&L
The information required by Item 12 will be incorporated herein by reference to
the relevant information in the 1999 WP&L Proxy Statement. The 1999 WP&L Proxy
Statement will be filed with the Securities and Exchange Commission within 120
days after the end of WP&L's fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
IEC
The information required by Item 13 is incorporated herein by reference to the
relevant information under the caption "Certain Agreements and Transactions" in
the 1999 IEC Proxy Statement. The 1999 IEC Proxy Statement has been filed with
the Securities and Exchange Commission within 120 days after the end of IEC's
fiscal year.
130
<PAGE>
IESU
The information required by Item 13 is incorporated herein by reference to the
relevant information under the caption "Certain Agreements and Transactions" in
the 1999 IEC Proxy Statement. The 1999 IEC Proxy Statement has been filed with
the Securities and Exchange Commission within 120 days after the end of IESU's
fiscal year.
WP&L
The information required by Item 13 will be incorporated herein by reference to
the relevant information in the 1999 WP&L Proxy Statement. The 1999 WP&L Proxy
Statement will be filed with the Securities and Exchange Commission within 120
days after the end of WP&L's fiscal year.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Consolidated Financial Statements
Refer to Index to Financial Statements at Item 8. "Financial Statements
and Supplementary Data."
(a) (2) Financial Statement Schedules
Report of Independent Public Accountants on Schedules
Schedule II. Valuation and Qualifying Accounts and Reserves
NOTE: All other schedules are omitted because they are not applicable or
not required, or because that required information is shown either in
the consolidated financial statements or in the notes thereto.
(a) (3) Exhibits Required by Securities and Exchange Commission Regulation S-K
The following Exhibits are filed herewith or incorporated herein by
reference. Documents indicated by an asterisk (*) are incorporated
herein by reference.
2.1* Agreement and Plan of Merger, dated as of November 10, 1995, by
and among WPL Holdings, Inc., IES Industries Inc., Interstate
Power Company and AMW Acquisition, Inc. (incorporated by
reference to Exhibit 2.1 to IEC's Current Report on Form 8-K,
dated November 10, 1995)
2.2* Amendment No. 1 to Agreement and Plan of Merger and Stock Option
Agreements, dated May 22, 1996, by and among WPL Holdings, Inc.,
IES Industries Inc., Interstate Power Company, a Delaware
corporation, AMW Acquisition, Inc., WPLH Acquisition Co. and
Interstate Power Company, a Wisconsin corporation (incorporated
by reference to Exhibit 2.1 to IEC's Current Report on Form 8-K,
dated May 22, 1996)
2.3* Amendment No. 2 to Agreement and Plan of Merger, dated August
16, 1996, by and among WPL Holdings, Inc., IES Industries Inc.,
Interstate Power Company, a Delaware corporation, WPLH
Acquisition Co. and Interstate Power Company, a Wisconsin
corporation (incorporated by reference to Exhibit 2.1 to IEC's
Current Report on Form 8-K, dated August 15, 1996)
3.1* Restated Articles of Incorporation of Interstate Energy
Corporation, as amended (incorporated by reference to Exhibit
3.2 to IEC's Current Report on Form 8-K, dated April 21, 1998)
3.2 Bylaws of Interstate Energy Corporation, effective as of January
20, 1999
131
<PAGE>
3.3* Restated Articles of Incorporation of Wisconsin Power & Light
Company, as amended (incorporated by reference to Exhibit 3.1 to
WP&L's Form 10-Q for the quarter ended June 30, 1994)
3.4 Bylaws of Wisconsin Power and Light Company, effective as of
January 20, 1999
3.5* Amended and Restated Articles of Incorporation of IES Utilities
Inc. (incorporated by reference to Exhibit 3.5 to IESU's Form
10-Q for the quarter ended June 30, 1998)
3.6 Bylaws of IES Utilities Inc., effective as of January 20, 1999
4.1* Indenture of Mortgage or Deed of Trust dated August 1, 1941,
between WP&L and First Wisconsin Trust Company and George B.
Luhman, as Trustees, filed as Exhibit 7(a) in File No. 2-6409,
and the indentures supplemental thereto dated, respectively,
January 1, 1948, September 1, 1948, June 1, 1950, April 1, 1951,
April 1, 1952, September 1, 1953, October 1, 1954, March 1,
1959, May 1, 1962, August 1, 1968, June 1, 1969, October 1,
1970, July 1, 1971, April 1, 1974, December 1, 1975, May 1,
1976, May 15, 1978, August 1, 1980, January 15, 1981, August 1,
1984, January 15, 1986, June 1, 1986, August 1, 1988, December
1, 1990, September 1, 1991, October 1, 1991, March 1, 1992, May
1, 1992, June 1, 1992 and July 1, 1992 (Second Amended Exhibit
7(b) in File No. 2-7361; Amended Exhibit 7(c) in File No.
2-7628; Amended Exhibit 7.02 in File No. 2-8462; Amended Exhibit
7.02 in File No. 2-8882; Second Amendment Exhibit 4.03 in File
No. 2-9526; Amended Exhibit 4.03 in File No. 2-10406; Amended
Exhibit 2.02 in File No. 2-11130; Amended Exhibit 2.02 in File
No. 2-14816; Amended Exhibit 2.02 in File No. 2-20372; Amended
Exhibit 2.02 in File No. 2-29738; Amended Exhibit 2.02 in File
No. 2-32947; Amended Exhibit 2.02 in File No. 2-38304; Amended
Exhibit 2.02 in File No. 2-40802; Amended Exhibit 2.02 in File
No. 2-50308; Exhibit 2.01(a) in File No. 2-57775; Amended
Exhibit 2.02 in File No. 2-56036; Amended Exhibit 2.02 in File
No. 2-61439; Exhibit 4.02 in File No. 2-70534; Amended Exhibit
4.03 File No. 2-70534; Exhibit 4.02 in File No. 33-2579; Amended
Exhibit 4.03 in File No. 33-2579; Amended Exhibit 4.02 in File
No. 33-4961; Exhibit 4B to WP&L's Form 10-K for the year ended
December 31, 1988, Exhibit 4.1 to WP&L's Form 8-K dated December
10, 1990, Amended Exhibit 4.26 in File No. 33-45726, Amended
Exhibit 4.27 in File No.33-45726, Exhibit 4.1 to WP&L's Form 8-K
dated March 9, 1992, Exhibit 4.1 to WP&L's Form 8-K dated May
12, 1992, Exhibit 4.1 to WP&L's Form 8-K dated June 29, 1992 and
Exhibit 4.1 to WP&L's Form 8-K dated July 20, 1992)
4.2* Rights Agreement, dated January 20, 1999, between Interstate
Energy Corporation and Firstar Bank Milwaukee, N.A.
(incorporated by reference to Exhibit 4.1 to IEC's Registration
Statement on Form 8-A, dated January 20, 1999)
4.3* Indenture, dated as of June 20, 1997, between WP&L and Firstar
Trust Company, as Trustee, relating to debt securities
(incorporated by reference to Exhibit 4.33 to Amendment No. 2 to
WP&L's Registration Statement on Form S-3 (Registration No.
33-60917))
4.4* Officers' Certificate, dated as of June 25, 1997, creating the
7% debentures due June 15, 2007 of WP&L (incorporated by
reference to Exhibit 4 to WP&L's Current Report on Form 8-K,
dated June 25, 1997)
4.5* Officers' Certificate, dated as of October 27, 1998, creating
the 5.70% debentures due October 15, 2008 of WP&L (incorporated
by reference to Exhibit 4 to WP&L's Current Report on Form 8-K,
dated October 27, 1998)
132
<PAGE>
4.6* Indenture of Mortgage and Deed of Trust, dated as of September
1, 1993, between IES Utilities Inc. (formerly Iowa Electric
Light and Power Company (IE)) and The First National Bank of
Chicago, as Trustee (Mortgage) (incorporated by reference to
Exhibit 4(c) to IESU's Form 10-Q for the quarter ended September
30, 1993)
4.7* Supplemental Indentures to the Mortgage:
IESU/IES
Number Dated as of File Reference Exhibit
---------- --------------------- -------------------------- ---------
First October 1, 1993 Form 10-Q, 11/12/93 4(d)
Second November 1, 1993 Form 10-Q, 11/12/93 4(e)
Third March 1, 1995 Form 10-Q, 5/12/95 4(b)
Fourth September 1, 1996 Form 8-K, 9/19/96 4(c)(i)
Fifth April 1, 1997 Form 10-Q, 5/14/97 4(a)
4.8* Indenture of Mortgage and Deed of Trust, dated as of August 1,
1940, between IES Utilities Inc. (formerly IE) and The First
National Bank of Chicago, Trustee (1940 Indenture)
(incorporated by reference to Exhibit 2(a) to IESU's
Registration Statement, File No. 2-25347)
4.9* Supplemental Indentures to the 1940 Indenture:
<TABLE>
<CAPTION>
IESU
Number Dated as of File Reference Exhibit
------------------- ---------------------- --------------------------- ---------
<S> <C> <C> <C>
First March 1, 1941 2-25347 2(a)
Second July 15, 1942 2-25347 2(a)
Third August 2, 1943 2-25347 2(a)
Fourth August 10, 1944 2-25347 2(a)
Fifth November 10, 1944 2-25347 2(a)
Sixth August 8, 1945 2-25347 2(a)
Seventh July 1, 1946 2-25347 2(a)
Eighth July 1, 1947 2-25347 2(a)
Ninth December 15, 1948 2-25347 2(a)
Tenth November 1, 1949 2-25347 2(a)
Eleventh November 10, 1950 2-25347 2(a)
Twelfth October 1, 1951 2-25347 2(a)
Thirteenth March 1, 1952 2-25347 2(a)
Fourteenth November 5, 1952 2-25347 2(a)
Fifteenth February 1, 1953 2-25347 2(a)
Sixteenth May 1, 1953 2-25347 2(a)
Seventeenth November 3, 1953 2-25347 2(a)
Eighteenth November 8, 1954 2-25347 2(a)
Nineteenth January 1, 1955 2-25347 2(a)
Twentieth November 1, 1955 2-25347 2(a)
Twenty-first November 9, 1956 2-25347 2(a)
Twenty-second November 6, 1957 2-25347 2(a)
Twenty-third November 4, 1958 2-25347 2(a)
Twenty-fourth November 3, 1959 2-25347 2(a)
Twenty-fifth November 1, 1960 2-25347 2(a)
Twenty-sixth January 1, 1961 2-25347 2(a)
Twenty-seventh November 7, 1961 2-25347 2(a)
Twenty-eighth November 6, 1962 2-25347 2(a)
Twenty-ninth November 5, 1963 2-25347 2(a)
133
<PAGE>
Thirtieth November 4, 1964 2-25347 2(a)
Thirty-first November 2, 1965 2-25347 2(a)
Thirty-second September 1, 1966 Form 10-K, 1966 4.10
Thirty-third November 30, 1966 Form 10-K, 1966 4.10
Thirty-fourth November 7, 1967 Form 10-K, 1967 4.10
Thirty-fifth November 5, 1968 Form 10-K, 1968 4.10
Thirty-sixth November 1, 1969 Form 10-K, 1969 4.10
Thirty-seventh December 1, 1970 Form 8-K, 12/70 1
Thirty-eighth November 2, 1971 2-43131 2(g)
Thirty-ninth May 1, 1972 Form 8-K, 5/72 1
Fortieth November 7, 1972 2-56078 2(i)
Forty-first November 7, 1973 2-56078 2(j)
Forty-second September 10, 1974 2-56078 2(k)
Forty-third November 5, 1975 2-56078 2(l)
Forty-fourth July 1, 1976 Form 8-K, 7/76 1
Forty-fifth November 1, 1976 Form 8-K, 12/76 1
Forty-sixth December 1, 1977 2-60040 2(o)
Forty-seventh November 1, 1978 Form 10-Q, 6/30/79 1
Forty-eighth December 1, 1979 Form S-16, 2-65996 2(q)
Forty-ninth November 1, 1981 Form 10-Q, 3/31/82 2
Fiftieth December 1, 1980 Form 10-K, 1981 4(s)
Fifty-first December 1, 1982 Form 10-K, 1982 4(t)
Fifty-second December 1, 1983 Form 10-K, 1983 4(u)
Fifty-third December 1, 1984 Form 10-K, 1984 4(v)
Fifty-fourth March 1, 1985 Form 10-K, 1984 4(w)
Fifty-fifth March 1, 1988 Form 10-Q, 5/12/88 4(b)
Fifty-sixth October 1, 1988 Form 10-Q, 11/10/88 4(c)
Fifty-seventh May 1, 1991 Form 10-Q, 8/13/91 4(d)
Fifty-eighth March 1, 1992 Form 10-K, 1991 4(c)
Fifty-ninth October 1, 1993 Form 10-Q, 11/12/93 4(a)
Sixtieth November 1, 1993 Form 10-Q, 11/12/93 4(b)
Sixty-first March 1, 1995 Form 10-Q, 5/12/95 4(a)
Sixty-second September 1, 1996 Form 8-K, 9/19/96 4(f)
Sixty-third April 1, 1997 Form 10-Q, 5/14/97 4(b)
</TABLE>
4.10* Indenture or Deed of Trust dated as of February 1, 1923, between
IES Utilities Inc. (successor to Iowa Southern Utilities Company
(IS) as result of merger of IS and IE) and The Northern Trust
Company (The First National Bank of Chicago, successor) and
Harold H. Rockwell (Richard D. Manella, successor), as Trustees
(1923 Indenture) (incorporated by reference to Exhibit B-1 to
File No. 2-1719)
4.11* Supplemental Indentures to the 1923 Indenture:
Dated as of File Reference Exhibit
------------------------ ----------------- -----------
May 1, 1940 2-4921 B-1-k
May 2, 1940 2-4921 B-1-l
October 1, 1945 2-8053 7(m)
October 2, 1945 2-8053 7(n)
January 1, 1948 2-8053 7(o)
September 1, 1950 33-3995 4(e)
February 1, 1953 2-10543 4(b)
October 2, 1953 2-10543 4(q)
August 1, 1957 2-13496 2(b)
September 1, 1962 2-20667 2(b)
134
<PAGE>
June 1, 1967 2-26478 2(b)
February 1, 1973 2-46530 2(b)
February 1, 1975 2-53860 2(aa)
July 1, 1975 2-54285 2(bb)
September 2, 1975 2-57510 2(bb)
March 10, 1976 2-57510 2(cc)
February 1, 1977 2-60276 2(ee)
January 1, 1978 0-849 2
March 1, 1979 0-849 2
March 1, 1980 0-849 2
May 31, 1986 33-3995 4(g)
July 1, 1991 0-849 4(h)
September 1, 1992 0-849 4(m)
December 1, 1994 0-4117-1 4(f)
4.12* Indenture (For Unsecured Subordinated Debt Securities), dated as
of December 1, 1995, between IES Utilities Inc. and The First
National Bank of Chicago, as Trustee (Subordinated Indenture)
(incorporated by reference to Exhibit 4(i) to IESU's Amendment
No. 1 to Registration Statement, File No. 33-62259)
4.13* Indenture (For Senior Unsecured Debt Securities), dated as of
August 1, 1997, between IES Utilities Inc. and The First
National Bank of Chicago, as Trustee (incorporated by reference
to Exhibit 4(j) to IESU's Registration Statement, File No.
333-32097)
4.14* The Original through the Nineteenth Supplemental Indentures of
Interstate Power Company to The Chase Manhattan Bank and Carl E.
Buckley and C. J. Heinzelmann, as Trustees, dated January 1,
1948 securing First Mortgage Bonds (incorporated by reference to
Exhibits 4(b) through 4(t) to IPC's Registration Statement No.
33-59352 dated March 11, 1993)
4.15* Twentieth Supplemental Indenture of Interstate Power Company to
The Chase Manhattan Bank and C. J. Heinzelmann, as Trustees,
dated May 15, 1993 (incorporated by reference to Exhibit 4(u) to
IPC's Registration Statement No. 33-59352 dated March 11, 1993)
10.1* Service Agreement by and among Wisconsin Power & Light Company,
South Beloit Water, Gas and Electric Company, IES Utilities
Inc., Interstate Power Company, and Alliant Services Company
(incorporated by reference to Exhibit 10.1 to IEC's Form 10-Q
for the quarter ended June 30, 1998)
10.2* Service Agreement by and among Alliant Industries, Inc., IPC
Development Company, Inc. and Alliant Services Company
(incorporated by reference to Exhibit 10.2 to IEC's Form 10-Q
for the quarter ended June 30, 1998)
10.3* System Coordination and Operating Agreement dated April 11,
1997, among IES Utilities Inc., Interstate Power Company,
Wisconsin Power & Light Company and Alliant Services, Inc.
(incorporated by reference to Exhibit 10.3 to IEC's Form 10-Q
for the quarter ended June 30, 1998)
10.4* Joint Power Supply Agreement among Wisconsin Public Service
Corporation, Wisconsin Power and Light Company, and Madison Gas
and Electric Company, dated February 2, 1967 (incorporated by
reference to Exhibit 4.09 of Wisconsin Public Service
Corporation in File No. 2-27308)
10.5* Joint Power Supply Agreement among Wisconsin Public Service
Corporation, Wisconsin Power and Light Company, and Madison Gas
and Electric Company, dated July 26, 1973 (incorporated by
135
<PAGE>
reference to Exhibit 5.04A of Wisconsin Public Service
Corporation in File No. 2-48781)
10.6* Basic Generating Agreement, Unit 4, Edgewater Generating
Station, dated June 5, 1967, between Wisconsin Power and Light
Company and Wisconsin Public Service Corporation (incorporated
by reference to Exhibit 4.10 of Wisconsin Public Service
Corporation in File No. 2-27308)
10.7* Agreement for Construction and Operation of Edgewater 5
Generating Unit, dated February 24, 1983, between Wisconsin
Power and Light Company, Wisconsin Electric Power Company and
Wisconsin Public Service Corporation (incorporated by reference
to Exhibit 10C-1 to Wisconsin Public Service Corporation's Form
10-K for the year ended December 31, 1983 (File No. 1-3016))
10.7a* Amendment No. 1 to Agreement for Construction and Operation of
Edgewater 5 Generating Unit, dated December 1, 1988
(incorporated by reference to Exhibit 10C-2 to Wisconsin Public
Service Corporation's Form 10-K for the year ended December 31,
1988 (File No. 1-3016))
10.8* Revised Agreement for Construction and Operation of Columbia
Generating Plant among Wisconsin Public Service Corporation,
Wisconsin Power and Light Company, and Madison Gas and Electric
Company, dated July 26, 1973 (incorporated by reference to
Exhibit 5.07 of Wisconsin Public Service Corporation in File No.
2-48781)
10.9* Operating and Transmission Agreement between Central Iowa Power
Cooperative and IESU (incorporated by reference to Exhibit 10(q)
to IESU's Form 10-K for the year 1990)
10.10* Duane Arnold Energy Center Ownership Participation Agreement
dated June 1, 1970 between Central Iowa Power Cooperative, Corn
Belt Power Cooperative and IESU (incorporated by reference to
Exhibit 5(kk) to IESU's Registration Statement, File No.
2-38674)
10.11* Duane Arnold Energy Center Operating Agreement dated June 1,
1970 between Central Iowa Power Cooperative, Corn Belt Power
Cooperative and IESU (incorporated by reference to Exhibit 5(ll)
to IESU's Registration Statement, File No. 2-38674)
10.12* Duane Arnold Energy Center Agreement for Transmission,
Transformation, Switching, and Related Facilities dated June 1,
1970 between Central Iowa Power Cooperative, Corn Belt Power
Cooperative and IESU (incorporated by reference to Exhibit 5(mm)
to IESU's Registration Statement, File No. 2-38674)
10.13* Basic Generating Agreement dated April 16, 1975 between Iowa
Public Service Company, Iowa Power and Light Company,
Iowa-Illinois Gas and Electric Company and IESU for the joint
ownership of Ottumwa Generating Station-Unit 1 (OGS-1)
(incorporated by reference to Exhibit 1 to IESU's Form 10-K for
the year 1977)
10.13a* Addendum Agreement to the Basic Generating Agreement for OGS-1
dated December 7, 1977 between Iowa Public Service Company,
Iowa-Illinois Gas and Electric Company, Iowa Power and Light
Company and IESU for the purchase of 15% ownership in OGS-1
(incorporated by reference to Exhibit 3 to IESU's Form 10-K for
the year 1977)
10.14* Second Amended and Restated Credit Agreement dated as of
September 17, 1987 between Arnold Fuel, Inc. and the First
National Bank of Chicago and the Amended and Restated Consent
and Agreement dated as of September 17, 1987 by IESU
(incorporated by reference to Exhibit 10(j) to IESU's Form 10-K
for the year 1987)
10.15#* Form of Supplemental Retirement Agreement (incorporated by
reference to Exhibit 10.15 to IEC's Form 10-Q for the quarter
ended June 30, 1998)
136
<PAGE>
10.16#* Interstate Energy Corporation 1998 Officer Incentive
Compensation Plan (incorporated by reference to Exhibit 10.16 to
IEC's Form 10-Q for the quarter ended June 30, 1998)
10.17#* Interstate Energy Corporation Long-Term Incentive Program,
revised July 1, 1998 (incorporated by reference to Exhibit 10.17
to IEC's Form 10-Q for the quarter ended June 30, 1998)
10.18#* Alliant Services Company Key Employee Deferred Compensation Plan
(incorporated by reference to Exhibit 10.18 to IEC's Form 10-Q
for the quarter ended June 30, 1998)
10.19#* Executive Tenure Compensation Plan as revised November 1992
(incorporated by reference to Exhibit 10A to IEC's Form 10-K for
the year ended December 31, 1992)
10.19a#* Amendment to Executive Tenure Compensation Plan adopted February
23, 1998 (incorporated by reference to Exhibit 10.19a to IEC's
Form 10-Q for the quarter ended June 30, 1998)
10.20#* Forms of Deferred Compensation Plans, as amended June, 1990
(incorporated by reference to Exhibit 10C to IEC's Form 10-K for
the year ended December 31, 1990)
10.20a#* Officer's Deferred Compensation Plan II, as adopted September
1992 (incorporated by reference to Exhibit 10C.1 to IEC's Form
10-K for the year ended December 31, 1992)
10.20b#* Officer's Deferred Compensation Plan III, as adopted January
1993 (incorporated by reference to Exhibit 10C.2 to IEC's Form
10-K for the year ended December 31, 1993)
10.21#* Deferred Compensation Plan for Directors, as amended January 17,
1995 (incorporated by reference to Exhibit 10I to IEC's Form
10-K for the year ended December 31, 1995)
10.22#* Interstate Energy Corporation Long-Term Equity Incentive Plan
(incorporated by reference to Exhibit 4.1 to IEC's Form 10-Q for
the quarter ended June 30, 1994)
10.23#* Key Executive Employment and Severance Agreement by and between
Interstate Energy Corporation and Erroll B. Davis, Jr.
(incorporated by reference to Exhibit 4.2 to IEC's Form 10-Q for
the quarter ended June 30, 1994)
10.23a#* Key Executive Employment and Severance Agreement by and between
Interstate Energy Corporation and each of W.D. Harvey and E.G.
Protsch (incorporated by reference to Exhibit 4.3 to IEC's Form
10-Q for the quarter ended June 30, 1994)
10.24#* Key Executive Employment and Severance Agreement by and between
Interstate Energy Corporation and each of E.M. Gleason, B.J.
Swan, D.A. Doyle, P.J. Wegner, C. Fulenwider and K.K. Zuhlke
(incorporated by reference to Exhibit 4.4 to IEC's Form 10-Q for
the quarter ended June 30, 1994)
10.25#* Severance Agreement by and between Interstate Energy Corporation
and Lance W. Ahearn (incorporated by reference to Exhibit 10N to
IEC's Form 10-K for the year ended December 31, 1997)
10.26#* Severance Agreement by and between Interstate Energy Corporation
and Anthony J. Amato (incorporated by reference to Exhibit 10.28
to IEC's Form 10-Q for the quarter ended June 30, 1998)
10.27#* Early Retirement Agreement, dated as of October 7, 1998, by and
between Interstate Energy Corporation et al. and Michael R.
Chase (incorporated by reference to Exhibit 10.1 to IEC's Form
10-Q for the quarter ended September 30, 1998)
10.28#* Employment Agreement, dated as of April 21, 1998, by and between
Interstate Energy Corporation and Erroll B. Davis, Jr.
(incorporated by reference to Exhibit 10.1 to IEC's Form 8-K
dated April 21, 1998)
137
<PAGE>
10.29#* Employment Agreement, dated as of April 21, 1998, by and between
Interstate Energy Corporation and Lee Liu (incorporated by
reference to Exhibit 10.2 to IEC's Form 8-K dated April 21,
1998)
10.30#* Supplemental Retirement Plan (incorporated by reference to
Exhibit 10(l) to IES's Form 10-K for the year ended December 31,
1987)
10.31#* Key Employee Deferred Compensation Plan (incorporated by
reference to Exhibit 10(n) to IES's Form 10-K for the year ended
December 31, 1987)
10.31a#* Amendments to Key Employee Deferred Compensation Agreement for
Key Employees (incorporated by reference to Exhibit 10(v) to
IES's Form 10-Q for the quarter ended March 31, 1990)
10.32#* Executive Guaranty Plan (incorporated by reference to Exhibit
10(p) to IES's Form 10-K for the year ended December 31, 1987)
10.33#* Executive Change of Control Severance Agreement - CEO
(incorporated by reference to Exhibit 10(a) to IES's Form 10-Q
for the quarter ended September 30, 1996)
10.34#* Executive Change of Control Severance Agreement - Vice
Presidents (incorporated by reference to Exhibit 10(b) to IES's
Form 10-Q for the quarter ended September 30, 1996)
10.35#* Executive Change of Control Severance Agreement - Other Officers
(incorporated by reference to Exhibit 10(c) to IES's Form 10-Q
for the quarter ended September 30, 1996)
10.36#* Amendments to Key Employee Deferred Compensation Agreement for
Directors (incorporated by reference to Exhibit 10(u) to IES's
Form 10-Q for the quarter ended March 31, 1990)
10.37#* IES Industries Inc. Grantor Trust for Director Retirement Plan
(incorporated by reference to Exhibit 10(c) to IES's Form 10-Q
for the quarter ended September 30, 1997)
10.38#* IES Industries Inc. Grantor Trust for Deferred Compensation
Agreements (incorporated by reference to Exhibit 10(d) to IES's
Form 10-Q for the quarter ended September 30, 1997)
10.39#* IES Industries Inc. Grantor Trust for Supplemental Retirement
Agreements (incorporated by reference to Exhibit 10(e) to IES's
Form 10-Q for the quarter ended September 30, 1997)
10.40#* IES Utilities Inc. Grantor Trust for Deferred Compensation
Agreements (incorporated by reference to Exhibit 10(f) to IES's
Form 10-Q for the quarter ended September 30, 1997)
10.41#* IES Utilities Inc. Grantor Trust for Supplemental Retirement
Agreements (incorporated by reference to Exhibit 10(g) to IES's
Form 10-Q for the quarter ended September 30, 1997)
10.42#* Interstate Power Company Irrevocable Trust Agreement dated April
30, 1990 (incorporated by reference to Exhibit 99.f to IPC's
Form 10-K for the year ended December 31, 1993)
10.43#* Interstate Power Company Amended Deferred Compensation Plan as
amended through January 30, 1990 (incorporated by reference to
Exhibit 99.e to IPC's Form 10-K for the year ended December 31,
1993)
10.44#* Interstate Power Company Supplemental Retirement Plan as amended
and restated November 10, 1995 and December 9, 1997
(incorporated by reference to Exhibit 99.5 to IPC's Form 10-K
for the year ended December 31, 1997)
138
<PAGE>
10.45#* Interstate Power Company Irrevocable Trust Agreement dated
December 1997 (incorporated by reference to Exhibit 99.7 to
IPC's Form 10-K for the year ended December 31, 1997)
10.46# Early Retirement Agreement, dated as of December 4, 1998, by and
between Interstate Energy Corporation et al. and Richard R.
Ewers
10.47 Stockholders' Agreement entered into as of November 18, 1998, by
and among McLeodUSA Incorporated, Alliant Energy Investments,
Inc. (formerly known as IES Investments Inc.) and certain other
principal stockholders of McLeodUSA Incorporated
21 Subsidiaries of Interstate Energy Corporation
23 Consent of Independent Public Accountants for Interstate Energy
Corporation
27.1 Financial Data Schedule for Interstate Energy Corporation at and
for the period ended December 31, 1998
27.2 Restated Financial Data Schedule for Interstate Energy
Corporation at and for the period ended June 30, 1998
27.3 Restated Financial Data Schedule for Interstate Energy
Corporation at and for the period ended March 31, 1998
27.4 Restated Financial Data Schedule for Interstate Energy
Corporation at and for the period ended June 30, 1997
27.5 Restated Financial Data Schedule for Interstate Energy
Corporation at and for the period ended March 31, 1997
27.6 Restated Financial Data Schedule for Interstate Energy
Corporation at and for the period ended December 31, 1996
27.7 Financial Data Schedule for IES Utilities Inc. at and for the
period ended December 31, 1998
27.8 Restated Financial Data Schedule for IES Utilities Inc. at and
for the period ended March 31, 1998
27.9 Restated Financial Data Schedule for IES Utilities Inc. at and
for the period ended December 31, 1997
27.10 Restated Financial Data Schedule for IES Utilities Inc. at and
for the period ended March 31, 1997
27.11 Restated Financial Data Schedule for IES Utilities Inc. at and
for the period ended December 31, 1996
27.12 Financial Data Schedule for Wisconsin Power and Light Company at
and for the period ended December 31, 1998
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrants agree to
furnish to the Securities and Exchange Commission, upon request, any instrument
defining the rights of holders of unregistered long-term debt not filed as an
exhibit to this Form 10-K. No such instrument authorizes securities in excess of
10% of the total assets of IEC, WP&L or IESU, as the case may be.
Documents incorporated by reference to filings made by IEC under the Securities
Exchange Act of 1934, as
139
<PAGE>
amended, are under File No. 1-9894. Documents incorporated by reference to
filings made by WP&L under the Securities Exchange Act of 1934, as amended, are
under File No. 0-337. Documents incorporated by reference to filings made by IES
under the Securities Exchange Act of 1934, as amended, are under File No.
1-9187. Documents incorporated by reference to filings made by IESU under the
Securities Exchange Act of 1934, as amended, are under File No. 0-4117-1.
Documents incorporated by reference to filings made by IPC under the Securities
Exchange Act of 1934, as amended, are under File No. 1-3632.
# - A management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
Wisconsin Power and Light Company filed a Current Report on Form 8-K, dated
October 27, 1998, reporting (under Item 5) that on October 27, 1998, Wisconsin
Power and Light Company agreed to sell $60,000,000 principal amount of its 5.70%
Debentures due October 15, 2008 in a public offering.
Interstate Energy Corporation filed a Current Report on Form 8-K, dated January
20, 1999, reporting (under Item 5) that on January 20, 1999 the Board of
Directors of Interstate Energy Corporation adopted a series of amendments to the
Bylaws of Interstate Energy Corporation.
Interstate Energy Corporation filed a Current Report on Form 8-K, dated January
20, 1999, reporting (under Item 5) that on January 20, 1999, the Board of
Directors of Interstate Energy Corporation declared a dividend of one common
share purchase right for each outstanding share of common stock, $.01 par value,
of Interstate Energy Corporation. The description and terms of the common share
purchase rights are set forth in a Rights Agreement dated January 20, 1999
between Interstate Energy Corporation and Firstar Bank Milwaukee, N.A., as
Rights Agent.
IESU - none.
140
<PAGE>
INTERSTATE ENERGY CORPORATION, IES UTILITIES INC.
AND WISCONSIN POWER AND LIGHT COMPANY
<TABLE>
<CAPTION>
SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Description Balance, January 1 Balance, December 31
(in thousands)
Valuation and Qualifying Accounts Which are Deducted in the
Balance Sheet From the Assets to Which They Apply:
Accumulated Provision for Uncollectible Accounts:
Interstate Energy Corporation
<S> <C> <C>
Year ended December 31, 1998 $ 2,624 $ 3,008
======== ========
Year ended December 31, 1997 $ 3,319 $ 2,624
======== ========
Year ended December 31, 1996 $ 3,341 $ 3,319
======== ========
IES Utilities Inc.
Year ended December 31, 1998 $ 854 $ 1,415
======== ========
Year ended December 31, 1997 $ 757 $ 854
======== ========
Year ended December 31, 1996 $ 676 $ 757
======== ========
Wisconsin Power and Light Company
Year ended December 31, 1998 $ 12 $ 8
======== ========
Year ended December 31, 1997 $ 45 $ 12
======== ========
Year ended December 31, 1996 $ 45 $ 45
======== ========
Note: The above provisions relate to various customer and other
receivable balances included in various line items on the respective
Consolidated Balance Sheets.
Other Reserves:
Accumulated Provision for Injuries and Damages, Workers' Compensation
and Other Miscellaneous Reserves:
Interstate Energy Corporation
Year ended December 31, 1998 $ 6,400 $ 7,458
======== ========
Year ended December 31, 1997 $ 4,616 $ 6,400
======== ========
Year ended December 31, 1996 $ 4,311 $ 4,616
======== ========
IES Utilities Inc.
Year ended December 31, 1998 $ 5,033 $ 3,129
======== ========
Year ended December 31, 1997 $ 3,219 $ 5,033
======== ========
Year ended December 31, 1996 $ 3,076 $ 3,219
======== ========
Wisconsin Power and Light Company
Year ended December 31, 1998 $ 1 $ 2,799
======== ========
Year ended December 31, 1997 $ - $ 1
======== ========
Year ended December 31, 1996 $ - $ -
======== ========
Reserve for Merger-Related Employee Separation Charges:
Interstate Energy Corporation
Year ended December 31, 1998 $ - $ 5,712
======== ========
Year ended December 31, 1997 $ - $ -
======== ========
Year ended December 31, 1996 $ - $ -
======== ========
IES Utilities Inc.
Year ended December 31, 1998 $ - $ 1,893
======== ========
Year ended December 31, 1997 $ - $ -
======== ========
Year ended December 31, 1996 $ - $ -
======== ========
Wisconsin Power and Light Company
Year ended December 31, 1998 $ - $ 766
======== ========
Year ended December 31, 1997 $ - $ -
======== ========
Year ended December 31, 1996 $ - $ -
======== ========
</TABLE>
141
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the 29th day of
March 1999.
INTERSTATE ENERGY CORPORATION
By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 29th day of March 1999.
/s/ Erroll B. Davis, Jr. President, Chief Executive Officer and Director
Erroll B. Davis, Jr. (Principal Executive Officer)
/s/ Thomas M. Walker Executive Vice President and Chief Financial
Thomas M. Walker Officer (Principal Financial Officer)
/s/ John E. Ebright Vice President-Controller (Principal Accounting
John E. Ebright Officer)
/s/ Alan B. Arends Director /s/ Jack R. Newman Director
Alan B. Arends Jack R. Newman
Director /s/ Judith D. Pyle Director
Rockne G. Flowers Judith D. Pyle
/s/ Joyce L. Hanes Director /s/ Robert D. Ray Director
Joyce L. Hanes Robert D. Ray
/s/ Lee Liu Director /s/ David Q. Reed Director
Lee Liu David Q. Reed
/s/ Katharine C. Lyall Director Director
Katharine C. Lyall Robert W. Schlutz
Director /s/ Wayne H. Stoppelmoor Director
Arnold M. Nemirow Wayne H. Stoppelmoor
/s/ Milton E. Neshek Director /s/ Anthony R. Weiler Director
Milton E. Neshek Anthony R. Weiler
142
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the 29th day of
March 1999.
IES UTILITIES INC.
By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 29th day of March 1999.
/s/ Erroll B. Davis, Jr. President, Chief Executive Officer and Director
Erroll B. Davis, Jr. (Principal Executive Officer)
/s/ Thomas M. Walker Executive Vice President and Chief Financial
Thomas M. Walker Officer (Principal Financial Officer)
/s/ John E. Ebright Vice President-Controller (Principal Accounting
John E. Ebright Officer)
/s/ Alan B. Arends Director /s/ Jack R. Newman Director
Alan B. Arends Jack R. Newman
Director /s/ Judith D. Pyle Director
Rockne G. Flowers Judith D. Pyle
/s/ Joyce L. Hanes Director /s/ Robert D. Ray Director
Joyce L. Hanes Robert D. Ray
/s/ Lee Liu Director /s/ David Q. Reed Director
Lee Liu David Q. Reed
/s/ Katharine C. Lyall Director Director
Katharine C. Lyall Robert W. Schlutz
Director /s/ Wayne H. Stoppelmoor Director
Arnold M. Nemirow Wayne H. Stoppelmoor
/s/ Milton E. Neshek Director /s/ Anthony R. Weiler Director
Milton E. Neshek Anthony R. Weiler
143
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the 29th day of
March 1999.
WISCONSIN POWER AND LIGHT COMPANY
By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 29th day of March 1999.
/s/ Erroll B. Davis, Jr. President, Chief Executive Officer and Director
Erroll B. Davis, Jr. (Principal Executive Officer)
/s/ Thomas M. Walker Executive Vice President and Chief Financial
Thomas M. Walker Officer (Principal Financial Officer)
/s/ John E. Ebright Vice President-Controller (Principal Accounting
John E. Ebright Officer)
/s/ Alan B. Arends Director /s/ Jack R. Newman Director
Alan B. Arends Jack R. Newman
Director /s/ Judith D. Pyle Director
Rockne G. Flowers Judith D. Pyle
/s/ Joyce L. Hanes Director /s/ Robert D. Ray Director
Joyce L. Hanes Robert D. Ray
/s/ Lee Liu Director /s/ David Q. Reed Director
Lee Liu David Q. Reed
/s/ Katharine C. Lyall Director Director
Katharine C. Lyall Robert W. Schlutz
Director /s/ Wayne H. Stoppelmoor Director
Arnold M. Nemirow Wayne H. Stoppelmoor
/s/ Milton E. Neshek Director /s/ Anthony R. Weiler Director
Milton E. Neshek Anthony R. Weiler
144
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EXHIBIT INDEX
Exhibit Description
3.2 Bylaws of Interstate Energy Corporation, effective as of January
20, 1999
3.4 Bylaws of Wisconsin Power and Light Company, effective as of
January 20, 1999
3.6 Bylaws of IES Utilities Inc., effective as of January 20, 1999
10.46 Early Retirement Agreement, dated as of December 4, 1998, by and
between Interstate Energy Corporation et al. and Richard R.
Ewers
10.47 Stockholders' Agreement entered into as of November 18, 1998, by
and among McLeodUSA Incorporated, Alliant Energy Investments,
Inc. (formerly known as IES Investments Inc.) and certain other
principal stockholders of McLeodUSA Incorporated
21 Subsidiaries of Interstate Energy Corporation
23 Consent of Independent Public Accountants for Interstate Energy
Corporation
27.1 Financial Data Schedule for Interstate Energy Corporation at and
for the period ended December 31, 1998
27.2 Restated Financial Data Schedule for Interstate Energy
Corporation at and for the period ended June 30, 1998
27.3 Restated Financial Data Schedule for Interstate Energy
Corporation at and for the period ended March 31, 1998
27.4 Restated Financial Data Schedule for Interstate Energy
Corporation at and for the period ended June 30, 1997
27.5 Restated Financial Data Schedule for Interstate Energy
Corporation at and for the period ended March 31, 1997
27.6 Restated Financial Data Schedule for Interstate Energy
Corporation at and for the period ended December 31, 1996
27.7 Financial Data Schedule for IES Utilities Inc. at and for the
period ended December 31, 1998
27.8 Restated Financial Data Schedule for IES Utilities Inc. at and
for the period ended March 31, 1998
27.9 Restated Financial Data Schedule for IES Utilities Inc. at and
for the period ended December 31, 1997
27.10 Restated Financial Data Schedule for IES Utilities Inc. at and
for the period ended March 31, 1997
27.11 Restated Financial Data Schedule for IES Utilities Inc. at and
for the period ended December 31, 1996
27.12 Financial Data Schedule for Wisconsin Power and Light Company at
and for the period ended December 31, 1998
145
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Exhibit 3.2
BYLAWS
OF
INTERSTATE ENERGY CORPORATION
Effective as of January 20, 1999
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL AND BUSINESS OFFICES. - The Corporation may have
such principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
Section 1.2 REGISTERED OFFICE. - The registered office of the Corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the Corporation shall be identical to such
registered office.
ARTICLE II
SEAL
Section 2.1 CORPORATE SEAL. - The corporate seal shall have inscribed
thereon the name of the Corporation and the words "CORPORATE SEAL, WISCONSIN."
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced.
ARTICLE III
SHAREOWNERS
Section 3.1 ANNUAL MEETING. - The annual meeting of the shareowners (the
"Annual Meeting") shall be held at such date and time as the Board of Directors
may determine. In fixing a meeting date for any Annual Meeting, the Board of
Directors may consider such factors as it deems relevant within the good faith
exercise of its business judgment. At each Annual Meeting, the shareowners shall
elect that number of directors equal to the number of directors in the class
whose term expires at the time of such meeting. At any such Annual Meeting, only
other business properly brought before the meeting in accordance with Section
3.14 of these Bylaws may be transacted. If the election of directors shall not
be held on the date fixed as herein provided, for any Annual Meeting, or any
adjournment thereof, the
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Board of Directors shall cause the election to be held at a special meeting of
shareowners (a "Special Meeting") as soon thereafter as is practicable.
Section 3.2 SPECIAL MEETINGS.
(a) A Special Meeting may be called only by (i) the Board of Directors or
(ii) the Chief Executive Officer and shall be called by the Chief Executive
Officer upon the demand, in accordance with this Section 3.2, of the holders of
record of shares representing at least 10% of all the votes entitled to be cast
on any issue proposed to be considered at the Special Meeting.
(b) In order that the Corporation may determine the shareowners entitled
to demand a Special Meeting, the Board of Directors may fix a record date to
determine the shareowners entitled to make such a demand (the "Demand Record
Date"). The Demand Record Date shall not precede the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors
and shall not be more than ten days after the date upon which the resolution
fixing the Demand Record Date is adopted by the Board of Directors. Any
shareowner of record seeking to have shareowners demand a Special Meeting shall,
by sending written notice to the Secretary of the Corporation by hand or by
certified or registered mail, return receipt requested, request the Board of
Directors to fix a Demand Record Date. The Board of Directors shall promptly,
but in all events within ten days after the date on which a valid request to fix
a Demand Record Date is received, adopt a resolution fixing the Demand Record
Date and shall make a public announcement of such Demand Record Date. If no
Demand Record Date has been fixed by the Board of Directors within ten days
after the date on which such request is received by the Secretary, the Demand
Record Date shall be the 10th day after the first date on which a valid written
request to set a Demand Record Date is received by the Secretary. To be valid,
such written request shall set forth the purpose or purposes for which the
Special Meeting is to be held, shall be signed by one or more shareowners of
record (or their duly authorized proxies or other representatives), shall bear
the date of signature of each such shareowner (or proxy or other representative)
and shall set forth all information about each such shareowner and about the
beneficial owner or owners, if any, on whose behalf the request is made that
would be required to be set forth in a shareowner's notice described in
paragraph (a) (ii) of Section 3.14 of these Bylaws.
(c) In order for a shareowner or shareowners to demand a Special Meeting,
a written demand or demands for a Special Meeting by the holders of record as of
the Demand Record Date of shares representing at least 10% of all the votes
entitled to be cast on any issue proposed to be considered at the Special
Meeting must be delivered to the Corporation. To be valid, each written demand
by a shareowner for a Special Meeting shall set forth the specific purpose or
purposes for which the Special Meeting is to be held (which purpose or purposes
shall be limited to the purpose or purposes set forth in the written request to
set a Demand Record Date received by the Corporation pursuant to paragraph (b)
of this Section 3.2), shall be signed by one or more persons who as of the
Demand Record Date are shareowners of record (or their duly authorized proxies
or other representatives), shall bear the date of signature of each such
shareowner (or proxy or other representative), and shall set forth the name and
address, as they appear in the Corporation's books, of each shareowner signing
such
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demand and the class and number of shares of the Corporation which are owned of
record and beneficially by each such shareowner, shall be sent to the Secretary
by hand or by certified or registered mail, return receipt requested, and shall
be received by the Secretary within seventy days after the Demand Record Date.
(d) The Corporation shall not be required to call a Special Meeting upon
shareowner demand unless, in addition to the documents required by paragraph (c)
of this Section 3.2, the Secretary receives a written agreement signed by each
Soliciting Shareowner (as defined below), pursuant to which each Soliciting
Shareowner, jointly and severally, agrees to pay the Corporation's costs of
holding the Special Meeting, including the costs of preparing and mailing proxy
materials for the Corporation's own solicitation, provided that if each of the
resolutions introduced by any Soliciting Shareowner at such meeting is adopted,
and each of the individuals nominated by or on behalf of any Soliciting
Shareowner for election as a director at such meeting is elected, then the
Soliciting Shareowners shall not be required to pay such costs. For purposes of
this paragraph (d), the following terms shall have the meanings set forth below:
(i) "Affiliate" of any Person (as defined herein) shall mean any
Person controlling, controlled by or under common control with such first
Person.
(ii) "Participant" shall have the meaning assigned to such term in
Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(iii) "Person" shall mean any individual, firm, corporation,
partnership, joint venture, association, trust, unincorporated
organization or other entity.
(iv) "Proxy" shall have the meaning assigned to such term in Rule
14a-1 promulgated under the Exchange Act.
(v) "Solicitation" shall have the meaning assigned to such term in
Rule 14a-11 promulgated under the Exchange Act.
(vi) "Soliciting Shareowner" shall mean, with respect to any
Special Meeting demanded by a shareowner or shareowners, any of the
following Persons:
(A) if the number of shareowners signing the demand or
demands of meeting delivered to the Corporation pursuant to
paragraph (c) of this Section 3.2 is ten or fewer, each shareowner
signing any such demand;
(B) if the number of shareowners signing the demand or
demands of meeting delivered to the Corporation
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pursuant to paragraph (c) of this Section 3.2 is more than ten,
each Person who either (I) was a Participant in any Solicitation
of such demand or demands or (II) at the time of the delivery to
the Corporation of the documents described in paragraph (c) of
this Section 3.2 had engaged or intends to engage in any
Solicitation of Proxies for use at such Special Meeting (other
than a Solicitation of Proxies on behalf of the Corporation); or
(C) any Affiliate of a Soliciting Shareowner, if a majority
of the directors then in office determine, reasonably and in good
faith, that such Affiliate should be required to sign the written
notice described in paragraph (c) of this Section 3.2 and/or the
written agreement described in this paragraph (d) in order to
prevent the purposes of this Section 3.2 from being evaded.
(e) Except as provided in the following sentence, any Special Meeting
shall be held at such hour and day as may be designated by whichever of the
Board of Directors or the Chief Executive Officer shall have called such
meeting. In the case of any Special Meeting called by the Chief Executive
Officer upon the demand of shareowners (a "Demand Special Meeting"), such
meeting shall be held at such hour and day as may be designated by the Board of
Directors; provided, however, that the date of any Demand Special Meeting shall
be not more than seventy days after the Meeting Record Date (as defined in
Section 3.6 hereof); and provided further that in the event that the directors
then in office fail to designate an hour and date for a Demand Special Meeting
within ten days after the date that valid written demands for such meeting by
the holders of record as of the Demand Record Date of shares representing at
least 10% of all the votes entitled to be cast on each issue proposed to be
considered at the Special Meeting are delivered to the Corporation (the
"Delivery Date"), then such meeting shall be held at 2:00 P.M. local time on the
100th day after the Delivery Date or, if such 100th day is not a Business Day
(as defined below), on the first preceding Business Day. In fixing a meeting
date for any Special Meeting, the Board of Directors or the Chief Executive
Officer may consider such factors as it or he deems relevant within the good
faith exercise of its or his business judgment, including, without limitation,
the nature of the action proposed to be taken, the facts and circumstances
surrounding any demand for such meeting, and any plan of the Board of Directors
to call an Annual Meeting or a Special Meeting for the conduct of related
business.
(f) The Corporation may engage regionally or nationally recognized
independent inspectors of elections to act as an agent of the Corporation for
the purpose of promptly performing a ministerial review of the validity of any
purported written demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the Corporation
until the earlier of (i) five Business Days following receipt by the Secretary
of such purported demand and (ii) such date as the independent inspectors
certify to the Corporation that the valid demands received by the Secretary
represent at least 10% of all the votes entitled to be cast on each issue
proposed to be considered at the Special Meeting.
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Nothing contained in this paragraph (f) shall in any way be construed to suggest
or imply that the Board of Directors or any shareowner shall not be entitled to
contest the validity of any demand, whether during or after such five Business
Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto).
(g) For purposes of these Bylaws, "Business Day" shall mean any day other
than a Saturday, a Sunday or a day on which banking institutions in the State of
Wisconsin are authorized or obligated by law or executive order to close.
Section 3.3 PLACE OF MEETING. - The Board of Directors or the Chief
Executive Officer may designate any place, either within or without the State of
Wisconsin, as the place for any Annual Meeting or any Special Meeting, or for
any postponement thereof. If no designation is made, the place of meeting shall
be the principal office of the Corporation. Any meeting may be adjourned to
reconvene at any place designated by vote of the Board of Directors or
determined by the Chief Executive Officer.
Section 3.4 NOTICE OF MEETINGS - Written notice stating the date, time
and place of any meeting of shareowners shall be delivered not less than ten
days nor more than seventy days before the date of the meeting (unless a
different time period is provided by the Wisconsin Business Corporation Law or
the Articles of Incorporation), either personally or by mail, by or at the
direction of the Chief Executive Officer or the Secretary, to each shareowner of
record entitled to vote at such meeting and to such other persons as required by
the Wisconsin Business Corporation Law. In the event of any Demand Special
Meeting, such notice of meeting shall be sent not more than thirty days after
the Delivery Date. If mailed, notice pursuant to this Section 3.4 shall be
deemed to be effective when deposited in the United States mail, addressed to
the shareowner at his or her address as it appears on the stock record books of
the Corporation, with postage thereon prepaid. Unless otherwise required by the
Wisconsin Business Corporation Law or the Articles of Incorporation, a notice of
an Annual Meeting need not include a description of the purpose for which the
meeting is called. In the case of any Special Meeting, (a) the notice of meeting
shall describe any business that the Board of Directors shall have theretofore
determined to bring before the meeting and (b) in the case of a Demand Special
Meeting, the notice of meeting (i) shall describe any business set forth in the
statement of purpose of the demands received by the Corporation in accordance
with Section 3.2 of these Bylaws and (ii) shall contain all of the information
required in the notice received by the Corporation in accordance with Section
3.14(b) of these Bylaws. If an Annual Meeting or Special Meeting is adjourned to
a different date, time or place, the Corporation shall not be required to give
notice of the new date, time or place if the new date, time or place is
announced at the meeting before adjournment; provided, however, that if a new
Meeting Record Date for an adjourned meeting is or must be fixed, the
Corporation shall give notice of the adjourned meeting to persons who are
shareowners as of the new Meeting Record Date.
Section 3.5 WAIVER OF NOTICE - A shareowner may waive any notice required
by the Wisconsin Business Corporation Law, the Articles of Incorporation or
these Bylaws before or after the date and time stated in the notice. The waiver
shall be in writing
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and signed by the shareowner entitled to the notice, contain the same
information that would have been required in the notice under applicable
provisions of the Wisconsin Business Corporation Law (except that the time and
place of meeting need not be stated) and be delivered to the Corporation for
inclusion in the corporate records. A shareowner's attendance at any Annual
Meeting or Special Meeting, in person or by proxy, waives objection to all of
the following: (a) lack of notice or defective notice of the meeting, unless the
shareowner at the beginning of the meeting or promptly upon arrival objects to
holding the meeting or transacting business at the meeting; and (b)
consideration of a particular matter at the meeting that is not within the
purpose described in the meeting notice, unless the shareowner objects to
considering the matter when it is presented.
Section 3.6 FIXING OF RECORD DATE. - The Board of Directors may fix in
advance a date not less than ten days and not more than seventy days prior to
the date of an Annual Meeting or Special Meeting as the record date for the
determination of shareowners entitled to notice of, or to vote at, such meeting
(the "Meeting Record Date"). In the case of any Demand Special Meeting, (i) the
Meeting Record Date shall be not later than the 30th day after the Delivery Date
and (ii) if the Board of Directors fails to fix the Meeting Record Date within
thirty days after the Delivery Date, then the close of business on such 30th day
shall be the Meeting Record Date. The shareowners of record on the Meeting
Record Date shall be the shareowners entitled to notice of and to vote at the
meeting. Except as provided by the Wisconsin Business Corporation Law for a
court-ordered adjournment, a determination of shareowners entitled to notice of
and to vote at an Annual Meeting or Special Meeting is effective for any
adjournment of such meeting unless the Board of Directors fixes a new Meeting
Record Date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting. The Board of Directors
may also fix in advance a date as the record date for the purpose of determining
shareowners entitled to take any other action or determining shareowners for any
other purpose. Such record date shall be not more than seventy days prior to the
date on which the particular action, requiring such determination of
shareowners, is to be taken. The record date for determining shareowners
entitled to a distribution (other than a distribution involving a purchase,
redemption or other acquisition of the Corporation's shares) or a share dividend
is the date on which the Board of Directors authorizes the distribution or share
dividend, as the case may be, unless the Board of Directors fixes a different
record date.
Section 3.7 SHAREOWNER LIST. - The Corporation shall have available,
beginning two (2) days after the notice of the meeting is given for which the
list was prepared and continuing to the date of the meeting, a complete record
of each shareowner entitled to vote at such meeting, or any adjournment thereof,
showing the address of and number of shares held by each shareowner. The
shareowner list shall be available for inspection by any shareowner during
normal business hours at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be held. The
Corporation shall make the shareowners' list available at the meeting and any
shareowner or his agent or attorney may inspect the list at any time the meeting
or any adjournment thereof.
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Section 3.8 QUORUM AND VOTING REQUIREMENTS.
(a) Shares entitled to vote as a separate voting group may take action on
a matter at any Annual Meeting or Special Meeting only if a quorum of those
shares exists with respect to that matter. If the Corporation has only one class
of stock outstanding, such class shall constitute a separate voting group for
purposes of this Section 3.8. Except as otherwise provided in the Articles of
Incorporation or the Wisconsin Business Corporation Law, a majority of the votes
entitled to be cast on the matter shall constitute a quorum of the voting group
for action on that matter. Once a share is represented for any purpose at any
Annual Meeting or Special Meeting, other than for the purpose of objecting to
holding the meeting or transacting business at the meeting, it is considered
present for purposes of determining whether a quorum exists for the remainder of
the meeting and for any adjournment of that meeting unless a new Meeting Record
Date is or must be set for the adjourned meeting. If a quorum exists, except in
the case of the election of directors, action on a matter shall be approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation or the Wisconsin
Business Corporation Law requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, each director to be elected
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election of directors at an Annual Meeting or Special Meeting at which a
quorum is present.
(b) The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled Annual Meeting or Special Meeting; provided,
however, that a Demand Special Meeting shall not be postponed beyond the 100th
day following the Delivery Date. Any Annual Meeting or Special Meeting may be
adjourned from time to time, whether or not there is a quorum, (i) at any time,
upon a resolution by shareowners if the votes cast in favor of such resolution
by the holders of shares of each voting group entitled to vote on any matter
theretofore properly brought before the meeting exceed the number of votes cast
against such resolution by the holders of shares of each such voting group or
(ii) at any time prior to the transaction of any business at such meeting, by
the Chairperson of the Board or pursuant to a resolution of the Board of
Directors. No notice of the time and place of adjourned meetings need be given
except as required by the Wisconsin Business Corporation Law. At any adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 3.9 CONDUCT OF MEETING. - The Chairperson of the Board shall
preside at each meeting of shareowners. In the absence of the Chairperson of the
Board, such persons, in the following order, shall act as chair of the meeting;
the Vice Chairperson of the Board, the Chief Executive Officer, the President,
any Vice President, and the Director in attendance with the longest tenure in
that office. The Secretary, or if absent, an Assistant Secretary, of the Company
shall act as Secretary of each shareowner meeting.
Section 3.10 PROXIES. - 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. Such proxies shall be filed with the Secretary of the
Corporation before or at the
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time of the meeting. No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise provided in the proxy.
Section 3.11 VOTING OF SHARES. - Except as provided in the Articles of
Incorporation or statute, each outstanding share entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a vote at a meeting of
shareowners.
Section 3.12 VOTING OF SHARES BY CERTAIN HOLDERS. - Shares standing in
the name of another corporation may be voted by such officer, agent or proxy as
the Bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by such person, either in person or by proxy, without a transfer of such
shares into that person's name. Shares standing in the name of a trustee may be
voted by such trustee, either in person or by proxy, without a transfer of such
shares into the trustee's name. The Corporation may request evidence of such
fiduciary status with respect to the vote, consent, waiver, or proxy
appointment.
Shares standing in the name of a receiver or trustee in bankruptcy may be
voted by such receiver or trustee, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer of the shares into
such person's name if authority so to do is contained in an appropriate order of
the court by which such receiver was appointed.
A pledgee, beneficial owner, or attorney-in-fact of the shares held in
the name of a shareholder shall be entitled to vote such shares. The Corporation
may request evidence of such signatory's authority to sign for the shareholder
with respect to the vote, consent, waiver, or proxy appointment.
Neither treasury shares nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of Directors of such
other corporation is held by the Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.
Section 3.13 Action without Meeting. - Any action required or permitted
by the Articles of Incorporation or these Bylaws or any provision of the
Wisconsin Business Corporation Law to be taken at an Annual Meeting or Special
Meeting may be taken without a meeting if a written consent or consents,
describing the action so taken, is signed by all of the shareowners entitled to
vote with respect to the subject matter thereof and delivered to the Corporation
for inclusion in the corporate records.
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Section 3.14 Notice of Shareowner Business and Nomination of Directors.
(a) Annual Meetings.
(i) Nominations of persons for election to the Board of Directors
of the Corporation and the proposal of business to be considered by the
shareowners may be made at an Annual Meeting (A) pursuant to the
Corporation's notice of meeting, (B) by or at the direction of the Board
of Directors or (C) by any shareowner of the Corporation who is a
shareowner of record at the time of giving of notice provided for in this
Bylaw and who is entitled to vote at the meeting and complies with the
notice procedures set forth in this Section 3.14.
(ii) For nominations or other business to be properly brought
before an Annual Meeting by a shareowner pursuant to clause (C) of
paragraph (a)(i) of this Section 3.14, the shareowner must have given
timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareowner's notice shall be received by the Secretary of
the Corporation at the principal offices of the Corporation not later
than the earlier of (A) 45 days in advance of the first annual
anniversary (the "Anniversary Date") of the date set forth in the
Corporation's proxy statement for the prior year's Annual Meeting as the
date on which the Corporation first mailed definitive proxy materials for
the prior year's Annual Meeting and (B) the later of (x) the 70th day
prior to such Annual Meeting and (y) the 10th day following the day on
which public announcement of the date of such meeting is first made. Such
shareowner's notice shall be signed by the shareowner of record who
intends to make the nomination or introduce the other business (or his
duly authorized proxy or other representative), shall bear the date of
signature of such shareowner (or proxy or other representative) and shall
set forth: (A) the name and address, as they appear on this Corporation's
books, of such shareowner and the beneficial owner or owners, if any, on
whose behalf the nomination or proposal is made; (B) the class and number
of shares of the Corporation which are beneficially owned by such
shareowner or beneficial owner or owners; (C) a representation that such
shareowner is a holder of record of shares of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the
meeting to make the nomination or introduce the other business specified
in the notice; (D) in the case of any proposed nomination for election or
re-election as a director, (I) the name and residence address of the
person or persons to be nominated, (II) a description of all arrangements
or understandings between such shareowner or beneficial owner or owners
and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination is to be made by such
shareowner, (III) such other information regarding each nominee proposed
by such shareowner as would be required to be disclosed in solicitations
of proxies for elections of directors, or would be otherwise required to
be disclosed, in each case pursuant to Regulation 14A
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under the Exchange Act, including any information that would be required
to be included in a proxy statement filed pursuant to Regulation 14A had
the nominee been nominated by the Board of Directors and (IV) the written
consent of each nominee to be named in a proxy statement and to serve as
a director of the Corporation if so elected; and (E) in the case of any
other business that such shareowner proposes to bring before the meeting,
(I) a brief description of the business desired to be brought before the
meeting and, if such business includes a proposal to amend these Bylaws,
the language of the proposed amendment, (II) such shareowner's and
beneficial owner's or owners' reasons for conducting such business at the
meeting and (III) any material interest in such business of such
shareowner and beneficial owner or owners.
(iii) Notwithstanding anything in the second sentence of paragraph
(a)(ii) of this Section 3.14 to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased
Board of Directors made by the Corporation at least 45 days prior to the
Anniversary Date, a shareowner's notice required by this Section 3.14
shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be received by
the Secretary at the principal offices of the Corporation not later than
the close of business on the 10th day following the day on which such
public announcement is first made by the Corporation.
(b) Special Meetings. Only such business shall be conducted at a Special
Meeting as shall have been described in the notice of meeting sent to
shareowners pursuant to Section 3.4 of these Bylaws. Nominations of persons for
election to the Board of Directors may be made at a Special Meeting at which
directors are to be elected pursuant to such notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareowner of the Corporation
who (A) is a shareowner of record at the time of giving of such notice of
meeting, (B) is entitled to vote at the meeting and (C) complies with the notice
procedures set forth in this Section 3.14. Any shareowner desiring to nominate
persons for election to the Board of Directors at such a Special Meeting shall
cause a written notice to be received by the Secretary of the Corporation at the
principal offices of the Corporation not earlier than ninety days prior to such
Special Meeting and not later than the close of business on the later of (x) the
60th day prior to such Special Meeting and (y) the 10th day following the day on
which public announcement is first made of the date of such Special Meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting. Such written notice shall be signed by the shareowner of record who
intends to make the nomination (or his duly authorized proxy or other
representative), shall bear the date of signature of such shareowner (or proxy
or other representative) and shall set forth: (A) the name and address, as they
appear on the Corporation's books, of such shareowner and the beneficial owner
or owners, if any, on whose behalf the nomination is made; (B) the class and
number of shares of the Corporation which are beneficially owned by such
shareowner or beneficial owner or owners; (C) a representation that such
shareowner is a holder of record of shares of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
make the
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nomination specified in the notice; (D) the name and residence address of the
person or persons to be nominated; (E) a description of all arrangements or
understandings between such shareowner or beneficial owner or owners and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination is to be made by such shareowner; (F) such other
information regarding each nominee proposed by such shareowner as would be
required to be disclosed in solicitations of proxies for elections of directors,
or would be otherwise required to be disclosed, in each case pursuant to
Regulation 14A under the Exchange Act, including any information that would be
required to be included in a proxy statement filed pursuant to Regulation 14A
had the nominee been nominated by the Board of Directors; and (G) the written
consent of each nominee to be named in a proxy statement and to serve as a
director of the Corporation if so elected.
(c) General.
(i) Only persons who are nominated in accordance with the
procedures set forth in this Section 3.14 shall be eligible to serve as
directors. Only such business shall be conducted at an Annual Meeting or
Special Meeting as shall have been brought before such meeting in
accordance with the procedures set forth in this Section 3.14. The
chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this
Section 3.14 and, if any proposed nomination or business is not in
compliance with this Section 3.14, to declare that such defective
proposal shall be disregarded.
(ii) For purposes of this Section 3.14, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
(iii) Notwithstanding the foregoing provisions of this Section
3.14, a shareowner shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this Section 3.14. Nothing in this Section 3.14
shall be deemed to limit the Corporation's obligation to include
shareowner proposals in its proxy statement if such inclusion is required
by Rule 14a-8 under the Exchange Act.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 GENERAL POWER. - The business and affairs of the Corporation
shall be managed by its Board of Directors.
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Section 4.2 NUMBER. CLASSES & TERM. - The number of Directors of the
Corporation shall be fifteen (15). The Directors of the Corporation shall be
divided into three classes, hereinafter referred to as "Class I," "Class II,"
and "Class III" with each class having five (5) Directors. The initial Class I
Directors shall consist of two (2) directors selected by each of IES Industries
Inc. ("IES") and WPL Holdings Inc. ("WPLH") and one (1) selected by Interstate
Power Company ("IPC"); the initial Class II Directors shall consist of two (2)
directors selected by each of IES and WPLH and one (1) selected by IPC; and the
initial Class III Directors shall consist of two (2) directors selected by each
of IES and WPLH and one (1) selected from IPC. The initial term of Class I
Directors shall expire at the first annual meeting of Shareowners of the
Corporation, the initial term of Class II Directors shall expire at the second
annual meeting of Shareowners of the Corporation and the initial term of Class
III Directors shall expire at the third annual meeting of Shareowners of the
Corporation.
At each annual shareowner meeting after the first annual shareowner
meeting, directors to replace those of a Class whose terms expire at such annual
meeting shall be elected to hold office until the third succeeding annual
meeting and until their respective successors shall have been duly qualified and
elected. If the number of directors is hereafter changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as is practicable.
Section 4.3 CHAIRPERSON OF THE BOARD. - 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 for
consultation and advice.
Section 4.4 VICE CHAIRPERSON OF THE BOARD. - The Vice Chairperson of the
Board shall assist the Board in the formulation of policies and make
recommendations therefore. The Vice Chairperson shall have such other powers and
duties as may be prescribed for him or her by the Chairperson of the Board or
the Board of Directors. In the absence of or the inability of the Chairperson of
the Board to act as Chairperson of the Board, the Vice Chairperson of the Board
shall assume the powers and duties of the Chairperson of the Board.
Section 4.5 QUALIFICATIONS AND REMOVAL. - No person who has attained 71
years of age shall be eligible for election or re-election to the Board of
Directors. Any Director who has attained seventy-one (71) years of age shall
resign from the Board of Directors effective as of the next annual Meeting of
Shareowners. For a period of five (5) years following the formation of the
Corporation, no person, except any of the initial Directors selected pursuant to
Section 4.2 hereof, who is an executive officer or employee of the Corporation
or any of its subsidiaries shall be eligible to serve as a Director of the
Corporation; provided, however, that any individual serving as Chief Executive
Officer of the Corporation shall be eligible to serve as a Director of the
Corporation. In the event the Chief Executive Officer resigns or retires from
his or her office or employment with the Corporation, he or she shall
simultaneously submit his or her resignation from the Board of Directors. In the
event that the Chief Executive Officer is removed from his or her office by the
Board of Directors, or is involuntarily terminated from employment with the
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Corporation, he or she shall simultaneously submit his or her resignation from
the Board of Directors. In the event that a Director experiences a change in
their principal occupation or primary business affiliation, the Director must
submit their resignation from the Board to the Nominating and Governance
Committee. The Nominating and Governance Committee shall recommend to the Board
of Directors whether the Board should accept such resignation. If the Nominating
and Governance Committee recommends acceptance of the resignation, an
affirmative vote of two-thirds of the remaining Directors holding office is
required to affirm the Nominating and Governance Committee's recommendation. A
resignation may be tendered by any Director at any meeting of the shareholders
or of the Board of Directors, who shall at such meeting accept the same.
Section 4.6 REGULAR MEETINGS. - Regular meetings of the Board of
Directors shall be held at such time and place as may be determined by the Board
of Directors, but in no event shall the Board meet less than once a year.
Section 4.7 SPECIAL MEETINGS. - Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
Vice Chairman of the Board, the Chief Executive Officer or any two (2)
Directors. The Chief Executive Officer or Secretary may fix any place, either
within or without the State of Wisconsin, whether in person or by
telecommunications, as the place for holding any special meeting.
Section 4.8 NOTICE; WAIVER. - Notice of any meeting of the Board of
Directors, unless otherwise provided pursuant to Section 4.6, shall be given at
least forty-eight (48) hours prior to the meeting by written notice delivered
personally or mailed to each Director at such address designed by each Director,
by telegram or other form of wire or wireless communication. The notice need not
describe the purpose of the meeting of the Board of Directors or the business to
be transacted at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
prepared. Any Director may waive notice of any meeting. The attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of business because the meeting is not lawfully called or
convened.
Section 4.9 QUORUM. - A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at a meeting, a majority
of the Directors present may adjourn the meeting to some other day without
further notice.
Section 4.10 MEETING PARTICIPATION.
(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:
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(i) All participating directors may simultaneously hear each other
during the meeting.
(ii) 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 4.11 ACTION WITHOUT MEETING. - Any action required or permitted
to be taken at any meeting of the Directors of the Corporation or of any
committee of the Board may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the Directors or all
of the members of the Committee of Directors, as the case may be. Such consent
shall have the same force and effect as a unanimous vote at a meeting and shall
be filed with the Secretary of the Corporation to be included in the official
records of the Corporation. The action taken is effective when the last Director
signs the consent unless the consent specifies a different effective date.
Section 4.12 PRESUMPTION OF ASSENT. - A Director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless (a) the Director objects at the beginning of the meeting or promptly upon
arrival to the holding of or transacting business at the meeting, (b) the
Director's dissent or abstention shall be entered in the minutes of the meeting,
(c) the Director shall file a written dissent or abstention to such action with
the presiding officer of the meeting before the adjournment thereof or shall
forward such dissent or abstention by registered or certified mail to the
Secretary of the Corporation immediately after the adjournment of the meeting,
or (d) the Director shall file a written notice to the Secretary of the
Corporation promptly after receiving the minutes of the meeting that the minutes
failed to show the Director's dissention or abstention from the action taken.
Such right to dissent or abstain shall not apply to a Director who voted in
favor of such action.
Section 4.13 VACANCIES. - Except as provided below, any vacancy occurring
in the Board of Directors or on any Committee of the Board of Directors and any
directorship to be filled by reason of an increase in the number of Directors
may be filled by the affirmative vote of a majority of the Directors then in
office, even if less than a quorum of the Board of Directors. For a period of
time commencing on formation of Interstate Energy Corporation and expiring on
the date of the third annual meeting of shareowners of the Corporation, the
initially appointed IES, IPC and WPLH directors, each as a separate group, shall
be entitled to nominate those persons who will be eligible to be appointed,
elected or re-elected as IES, IPC and WPLH Directors. The Director or Directors
so chosen shall hold
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office until the next election of the Class for which such Director or Directors
shall have been chosen and until their successors shall have been duly elected
and qualified.
Section 4.14 COMPENSATION. - Compensation and expenses for attendance at
a regular or special meeting of the Board of Directors, or at any committee
meeting, shall be payable in such amounts as determined from time to time by the
Board of Directors. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Directors
who are full time employees or officers of the Corporation shall not receive any
compensation.
ARTICLE V
COMMITTEES
Section 5.1 COMMITTEES. - The Board of Directors may, by resolution
passed by a majority of the whole Board, designate from their number various
Committees from time to time as corporate needs may dictate. The Committees may
make their 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. Each
Committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required. The Committee may be authorized by the Board
of Directors to perform specified functions, except that a committee may not do
any of the following: (a) authorize distributions; (b) approve or propose to
shareowners action that the Wisconsin Business Corporation Law requires to be
approved by shareowners; (c) fill vacancies on the Board of Directors, or,
unless the Board of Directors provides by resolution that vacancies on a
committee shall be filled by the affirmative vote of the remaining committee
members, on any Board committee; (d) amend the Corporation's Articles of
Incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of merger
not requiring shareowner approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; and (h) authorize or approve the issuance or sale or contract for
sale of shares or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee to do so within limits prescribed by the Board of
Directors.
Section 5.2 EXECUTIVE COMMITTEE. - An Executive Committee is hereby
established and shall consist of at least three (3) members, including the
Chairman of the Board. The Executive Committee shall possess all the powers and
authority of the Board of Directors when said Board of Directors is not in
session, except for the powers and authorities set forth in Section 5.1.
Section 5.3 AUDIT COMMITTEE. - An Audit Committee is hereby established
and shall consist of at least three (3) Directors, all of whom shall be outside
members of the Board of Directors. The members of the Committee shall be elected
annually by a majority vote of the members 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.
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Subsequent to each such Committee meeting, a report of the actions taken by such
Committee shall be made to the Board of Directors.
Section 5.4 COMPENSATION AND PERSONNEL COMMITTEE. - A Compensation and
Personnel Committee is hereby established and 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. Said Committee shall meet at such times as it
determines, but at least twice each year, and shall meet at the request of the
Chairman of the Board, the Chief Executive Officer, or any Committee member.
Subsequent to each such Committee meeting, a report of the actions taken by such
Committee shall be made to the Board of Directors.
Section 5.5 NOMINATING AND GOVERNANCE COMMITTEE. - A Nominating and
Governance Committee shall be established and shall consist of at least three
(3) Directors, all of whom shall be outside members of the Board of Directors.
The Chairperson and the members of the Nominating and Governance Committee shall
be elected annually by a majority vote of the members 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. Subsequent to each such Committee meeting,
a report of the actions taken by such Committee shall be made to the Board of
Directors.
ARTICLE VI
OFFICERS
Section 6.1 OFFICERS. - 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 Chief Executive Officer may appoint such other
officers and assistant officers as may be deemed necessary. The same person may
simultaneously hold more than one such office.
Section 6.2 TERM OF OFFICERS. - 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
by the Board of Directors.
Section 6.3 REMOVAL OF OFFICERS. - Any officer may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer shall not of itself create contract rights.
Section 6.4 CHIEF EXECUTIVE OFFICER. - 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 Corporation, shall establish the lines of authority and
supervision of the Officers and
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employees of the Corporation, shall have the power to appoint and remove and
discharge any and all agents and employees of the Corporation not elected or
appointed directly by the Board of Directors. and shall assist the Board in the
formulation of policies of the Corporation. The Chairperson of the Board, if
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 Corporation.
Section 6.5 PRESIDENT. - 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 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 or the
Chief Executive Officer.
Section 6.6 VICE PRESIDENTS. - The Vice Presidents shall have such powers
and duties as may be prescribed for him or her by the Board of Directors and the
Chief Executive Officer. In the absence of or in the event of the death of the
Chief Executive Officer and the President, the inability or refusal to act, or
in the event for any reason it shall be impracticable for Chief Executive
Officer and the President to act personally, the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their election) shall perform the duties of the Chief Executive
Officer and the President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the Chief Executive Officer and the
President. The execution of any instrument of the Corporation by any Vice
President shall be conclusive evidence, as to third parties, of his or her
authority to act in the stead of the Chief Executive Officer and the President.
Section 6.7 SECRETARY. - 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
Corporation, and of all other books, documents and papers as in the practical
business operation of the Corporation 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 Corporation 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 President or by the
Board of Directors.
Section 6.8 TREASURER. - The Treasurer shall have charge of, and be
responsible for, the collection, receipt, custody and disbursement of the funds
of the Corporation, and shall deposit its funds in the name of the Corporation
in such banks or trust
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companies as he or she shall designate and shall keep a proper record of cash
receipts and disbursements. 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 Corporation shall naturally belong in the office or
custody of the Treasurer, or shall be placed in his or her custody by the
President, or by the Board of Directors. He or she shall sign checks, drafts,
and other paper providing for the payment of money by the Corporation for
operating purposes in the usual course or business. He or she may, in the
absence of the Secretary and Assistant Secretaries sign stock certificates. The
Treasurer 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 President
or by the Board of Directors.
Section 6.9 CONTROLLER. - The Controller shall be the principal
accounting Officer of the Corporation. He or she shall have general supervision
over the books of accounts of the Corporation. 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 Corporation 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 President 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 President or by the
Board of Directors.
Section 6.10 ASSISTANT OFFICERS. - The Assistant Secretaries, Assistant
Treasurers, Assistant Controllers, and other Assistant Officers shall
respectively assist the Secretary, Treasurer, Controller, and other Officers of
the Corporation 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.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 7.1 CERTIFICATES FOR SHARES. - Each certificate representing
shares of the Corporation shall state upon the fact (a) that the Corporation is
organized under the laws of the State of Wisconsin, (b) the name of the person
to whom issued, (c) the number and class of shares, and the designation of the
series, if any, which such certificate represents, and (d) the par value of each
share, if any, and each such
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certificate shall otherwise be in such form as shall be determined by the Board
of Directors. Such certificates shall be signed by the Chairman of the Board, or
the Chief Executive Officer or the President and by the Secretary or an
Assistant Secretary and shall be sealed with the corporate seal or a facsimile
thereof. The signatures of such officers upon a certificate may be facsimiles if
the certificate is manually signed on behalf of a transfer agent and registrar.
In case any officer or other authorized person who has signed or whose facsimile
signature has been placed upon such certificate for the Corporation shall have
ceased to be such officer or employee or agent before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person where an officer or employee or agent at the date of its issue. Each
certificate for shares shall be consecutively numbered or otherwise identified.
All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and canceled, except that in
case of a lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
Section 7.2 TRANSFER OF SHARES. - Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by such person's legal representative, who shall furnish
proper evidence of authority to transfer, or authorized attorney, by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares.
Subject to the provisions of Section 3.12 of Article III of these Bylaws,
the person in whose name shares stand on the books of the Corporation shall be
treated by the Corporation as the owner thereof for all purposes, including all
rights deriving from such shares, and the Corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving from such shares, on the part of any other person, including (without
limitation) a purchaser, assignee or transferee of such shares, or rights
deriving from such shares, unless and until such purchaser, assignee, transferee
or other person becomes the record holder of such shares, whether or not the
Corporation shall have either actual or constructive notice of the interest of
such purchaser, assignee, transferee or other person. Except as provided in said
Section 3.12 hereof, no such purchaser, assignee, transferee or other person
shall be entitled to receive notice of the meetings of shareholders, to vote at
such meetings, to examine the complete record of the shareholders entitled to
vote at meetings, or to own, enjoy or exercise any other property or rights
deriving from such shares against the Corporation, until such purchaser,
assignee, transferee or other person has become the record holder of such
shares.
Section 7.3 LOST, DESTROYED OR STOLEN CERTIFICATES. - When the owner
claims that certificates for shares have been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (a) so
requests before the Corporation has notice that such shares have been acquired
by a bona fide purchaser, (b) files with the Corporation a sufficient indemnity
bond if required by the Corporation and (c) satisfies such other reasonable
requirements as may be provided by the Corporation.
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Section 7.4 STOCK REGULATIONS. - The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with law as it may deem expedient concerning the issue, transfer
and registration of shares of the Corporation.
ARTICLE VIII
INDEMNIFICATION AND LIABILITY OF DIRECTOR AND OFFICERS
Section 8.1 INDEMNIFICATION. - The Corporation shall, to the fullest
extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of the
Wisconsin Business Corporation Law, including any amendments thereto (but in the
case of any such amendment, only to the extent such amendment permits or
requires the corporation to provide broader indemnification rights than prior to
such amendment), indemnify its Directors, Officers, employees and agents against
any and all Liabilities, and advance any and all reasonable Expenses, incurred
thereby in any Proceeding to which any such Director, Officer, employee or agent
is a Party because he or she is or was a Director, Officer, employee or agent of
the Corporation. The rights to indemnification granted hereunder shall not be
deemed exclusive of any other rights to indemnification against Liabilities or
the advancement of Expenses which a Director, Officer, employee or agent may be
entitled under any written agreement, Board resolution, vote of shareowners, the
Wisconsin Business Corporation Law or otherwise. The Corporation may, but shall
not be required to, supplement the foregoing rights to indemnification against
Liabilities and advancement of Expenses under this Section 8.1 by the purchase
of insurance on behalf of any one or more of such Directors, Officers, employees
or agents, whether or not the Corporation would be obligated to indemnify or
advance Expenses to such Director, Officer, employee or agent under this Section
8.1. All capitalized terms used in this Article VIII and not otherwise defined
herein shall have the meaning set forth in Section 180.0850 of the Wisconsin
Business Corporation Law.
ARTICLE IX
MISCELLANEOUS
Section 9.1 FISCAL YEAR. - The fiscal year of the Corporation shall be
the calendar year.
Section 9.2 DIVIDENDS. - Subject to the provisions of law or the Articles
of Incorporation, the Board of Directors may, at any regular or special meeting,
declare dividends upon the capital stock of the Corporation payable out of
surplus (whether earned or paid-in) or profits as and when they deem expedient.
Before declaring any dividend there may be set apart out of surplus or profits
such sum or sums as the directors from time to time in their discretion deem
proper for working capital or as a reserve fund to meet contingencies or for
such other purposes as the directors shall deem conducive to the interests of
the Corporation.
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Section 9.3 CONTRACTS, CHECKS, DRAFTS, DEEDS, LEASES AND OTHER
INSTRUMENTS. - All contracts, checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors. The Board may authorize by resolution any
officer or officers to enter into and execute any contract or instrument of
indebtedness in the name of the Corporation, and such authority may be general
or confined to specific instances. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks or other depositories as the Treasurer may authorize.
All contracts, deeds, mortgages, leases or instruments that require the
corporate seal of the Corporation to be affixed thereto shall be signed by the
President or a Vice President, and by the Secretary, or an Assistant Secretary,
or by such other officer or officers, or person or persons, as the Board of
Directors may be resolution prescribe.
Section 9.4 VOTING OF SHARES OWNED BY THE CORPORATION. - Subject always
to the specific directions of the Board of Directors, any share or shares of
stock issued by any other corporation and owned or controlled by the Corporation
may be voted at any shareholders' meeting of such other corporation by the Chief
Executive Officer of the Corporation, if present, or if absent by any other
officer of the Corporation who may be present. Whenever, in the judgment of the
Chief Executive Officer, or if absent, of any officer, it is desirable for the
Corporation to execute a proxy or give a shareholders' consent in respect to any
share or shares of stock issued by any other corporation and owned by the
Corporation, such proxy or consent shall be executed in the name of the
Corporation by the Chief Executive Officer or one of the officers of the
Corporation and shall be attested by the Secretary or an Assistant Secretary of
the Corporation without necessity of any authorization by the Board of
Directors. Any person or persons designated in the manner above stated as the
proxy or proxies of the Corporation shall have full right, power and authority
to vote the share or shares of stock issued by such other corporation and owned
by the Corporation in the same manner as such share or shares might be voted by
the Corporation.
ARTICLE X
AMENDMENT OR REPEAL OF BYLAWS
Section 10.1 AMENDMENTS BY BOARD OF DIRECTORS. - Except as otherwise
provided by the Wisconsin Business Corporation Law or the Articles of
Incorporation, these Bylaws may be amended or repealed and new Bylaws may be
adopted by the Board of Directors by the affirmative vote of a majority of the
number of directors present at any meeting at which a quorum is in attendance;
provided, however, that the shareowners in adopting, amending or repealing a
particular bylaw may provide therein that the Board of Directors may not amend,
repeal or readopt that bylaw.
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Section 10.2 IMPLIED AMENDMENT. - Any action taken or authorized by the
shareowners or by the Board of Directors which would be inconsistent with the
Bylaws then in effect but which is taken or authorized by affirmative vote of
not less than the number of shares or the number of directors required to amend
the Bylaws so that the Bylaws would be consistent with such action shall be
given the same effect as though the Bylaws had been temporarily amended or
suspended so far, but only so far, as is necessary to permit the specific action
so taken or authorized.
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EXHIBIT 3.4
BYLAWS
OF
WISCONSIN POWER AND LIGHT COMPANY
Effective as of January 20, 1999
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL AND BUSINESS OFFICES. - The Corporation may have
such principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
Section 1.2 REGISTERED OFFICE. - The registered office of the Corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the Corporation shall be identical to such
registered office.
ARTICLE II
SEAL
Section 2.1 CORPORATE SEAL. - The corporate seal shall have inscribed
thereon the name of the Corporation and the words "CORPORATE SEAL, WISCONSIN."
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced.
ARTICLE III
SHAREOWNERS
Section 3.1. ANNUAL MEETING. - The Annual Meeting of Shareowners shall be
held at such date and time as the Board of Directors may determine. The Board of
Directors may designate any place, either within or without the State of
Wisconsin, as the place for the Annual Meeting. If no designation is made, the
place of the Annual Meeting shall be the principal office of the Corporation.
The Annual Meeting shall be held for the purposes of electing Directors and of
transacting such other business as may properly come before the meeting.
<PAGE>
Section 3.2 SPECIAL MEETINGS. - Special Meetings of the Shareowners may
be called by the Board of Directors or the Chief Executive Officer. The
Corporation shall call a Special Meeting of Shareowners in the event that the
holders of at least ten percent (10%) of all of the votes entitled to be cast on
any issue request a special meeting be held.
Section 3.3 NOTICE OF MEETINGS - WAIVER. - 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 (10) days nor more than
sixty (60) 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
purpose of the meeting. If an Annual or Special Meeting of shareowners is
adjourned to a different date, time or place, the Corporation shall not be
required to give notice of the new date, time or place if the new date, time or
place is announced at the meeting before adjournment; provided, however, that if
a new record date for an adjourned meeting is or must be fixed, the Corporation
shall give notice of the adjourned meeting to persons who are shareowners as of
the new record date. Notice of any meeting of the shareowners may be waived by
any shareowner.
Section 3.4 FIXING OF RECORD DATE. - For the purpose of determining
shareowners entitled to notice of, or to vote at, any meeting of shareowners, or
at any adjournment thereof, or shareowners entitled to receive payment of any
dividend, or in order to make a determination of shareowners for any other
lawful action, the Board of Directors may fix, in advance, a record date for
such determination of shareowners. Such date in case of a meeting of shareowners
or other lawful action shall not be more than seventy (70) days prior to the
date of such meeting or lawful action. If no record date is fixed by the Board
of Directors or by statute for the determination of shareowners entitled to
demand a special meeting as contemplated in Section 3.2 hereof, the record date
shall be the date that the first shareowner signs the demand. When a
determination of shareowners entitled to vote at any meeting of shareowners has
been made as provided in this section, such determination shall apply to any
adjournment thereof unless the meeting is adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original meeting in which
event the Board of Directors must fix a new record date.
Section 3.5 SHAREOWNER LIST. - The Corporation shall have available,
beginning two (2) days after the notice of the meeting is given for which the
list was prepared and continuing to the date of the meeting, a complete record
of each shareowner entitled to vote at such meeting, or any adjournment thereof,
showing the address of and number of shares held by each shareowner. The
shareowner list shall be available for inspection by any shareowner during
normal business hours at the Corporation's principal office or
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at a place identified in the meeting notice in the city where the meeting will
be held. The Corporation shall make the shareowners' list available at the
meeting and any shareowner or his agent or attorney may inspect the list at any
time the meeting or any adjournment thereof.
Section 3.6 QUORUM AND VOTING REQUIREMENTS. - Shares entitled to vote as
a separate voting group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. A majority of the
outstanding shares entitled to vote on a matter, represented in person or by
proxy, shall constitute a quorum for action on that matter. If a quorum exists,
except in the case of the election of directors, action on a matter shall be
approved if the votes cast favoring the action exceed the votes cast opposing
the action, unless the Corporation's Articles of Incorporation, any Bylaw
adopted under authority granted in the Articles of Incorporation or statute
requires a greater number of affirmative votes. Directors shall be elected by a
plurality of the votes cast by the shares entitled to vote in the election of
directors at a meeting at which a quorum is present. Though less than a quorum
of the outstanding votes are represented at a meeting, a majority of the votes
so represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 3.7 CONDUCT OF MEETING. - The Chairperson of the Board shall
preside at each meeting of shareowners. In the absence of the Chairperson of the
Board, such persons, in the following order, shall act as chair of the meeting;
the Vice Chairperson of the Board, the Chief Executive Officer, the President,
any Vice President, the Director in attendance with the longest tenure in that
office. The Secretary, or if absent, an Assistant Secretary, of the Company
shall act as Secretary of each shareowner.
Section 3.8 PROXIES. - 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. Such proxies shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 3.9 VOTING OF SHARES. - Except as provided in the Articles of
Incorporation or statute, each outstanding share entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a vote at a meeting of
shareowners.
Section 3.10 VOTING OF SHARES BY CERTAIN HOLDERS. - Shares standing in
the name of another corporation may be voted by such officer, agent
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or proxy as the Bylaws of such corporation may prescribe, or, in the absence of
such provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by such person, either in person or by proxy, without a transfer of such
shares into that person's name. Shares standing in the name of a trustee may be
voted by such trustee, either in person or by proxy, without a transfer of such
shares into the trustee's name. The Corporation may request evidence of such
fiduciary status with respect to the vote, consent, waiver, or proxy
appointment.
Shares standing in the name of a receiver or trustee in bankruptcy may be
voted by such receiver or trustee, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer of the shares into
such person's name if authority so to do is contained in an appropriate order of
the court by which such receiver was appointed.
A pledgee, beneficial owner, or attorney-in-fact of the shares held in
the name of a shareholder shall be entitled to vote such shares. The Corporation
may request evidence of such signatory's authority to sign for the shareholder
with respect to the vote, consent, waiver, or proxy appointment.
Neither treasury shares nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of Directors of such
other corporation is held by the Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 GENERAL POWER. - The business and affairs of the Corporation
shall be managed by its Board of Directors.
Section 4.2 NUMBER. CLASSES & TERM. - The number of Directors of the
Corporation shall be fifteen (15). The Directors of the Corporation shall be
divided into three classes, hereinafter referred to as "Class I," "Class II,"
and "Class III" with each class having five (5) Directors. The initial Class I
Directors shall consist of two (2) directors selected by each of IES Industries
Inc. ("IES") and WPL Holdings Inc. ("WPLH") and one (1) selected by Interstate
Power Company ("IPC"); the initial Class II Directors shall consist of two (2)
directors selected by each of IES and WPLH and one (1) selected by IPC; and the
initial Class III Directors shall consist of two (2) directors selected by each
of IES and WPLH and one (1) selected from IPC. The initial term of Class I
Directors shall expire at the first annual meeting of Shareowners of the
Corporation, the initial term of Class II Directors shall expire at the second
annual meeting of
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Shareowners of the Corporation and the initial term of Class III Directors shall
expire at the third annual meeting of Shareowners of the Corporation.
At each annual shareowner meeting after the first annual shareowner
meeting, directors to replace those of a Class whose terms expire at such annual
meeting shall be elected to hold office until the third succeeding annual
meeting and until their respective successors shall have been duly qualified and
elected. If the number of directors is hereafter changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as is practicable.
Section 4.3 CHAIRPERSON OF THE BOARD. - 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 for
consultation and advice.
Section 4.4 VICE CHAIRPERSON OF THE BOARD. - The Vice Chairperson of the
Board shall assist the Board in the formulation of policies and make
recommendations therefore. The Vice Chairperson shall have such other powers and
duties as may be prescribed for him or her by the Chairperson of the Board or
the Board of Directors. In the absence of or the inability of the Chairperson of
the Board to act as Chairperson of the Board, the Vice Chairperson of the Board
shall assume the powers and duties of the Chairperson of the Board.
Section 4.5 QUALIFICATIONS AND REMOVAL. - No person who has attained 71
years of age shall be eligible for election or re-election to the Board of
Directors. Any Director who has attained seventy-one (71) years of age shall
resign from the Board of Directors effective as of the next annual Meeting of
Shareowners. For a period of five (5) years following the formation of the
Corporation, no person, except any of the initial Directors selected pursuant to
Section 4.2 hereof, who is an executive officer or employee of the Corporation
or any of its subsidiaries shall be eligible to serve as a Director of the
Corporation; provided, however, that any individual serving as Chief Executive
Officer of the Corporation shall be eligible to serve as a Director of the
Corporation. In the event the Chief Executive Officer resigns or retires from
his or her office or employment with the Corporation, he or she shall
simultaneously submit his or her resignation from the Board of Directors. In the
event that the Chief Executive Officer is removed from his or her office by the
Board of Directors, or is involuntarily terminated from employment with the
Corporation, he or she shall simultaneously submit his or her resignation from
the Board of Directors. In the
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event that a Director experiences a change in their principal occupation or
primary business affiliation, the Director must submit their resignation from
the Board to the Nominating and Governance Committee. The Nominating and
Governance Committee shall recommend to the Board of Directors whether the Board
shall accept such resignation. If the Nominating and Governance Committee
recommends acceptance of the resignation, an affirmative vote of two-thirds of
the remaining Directors holding office is required to affirm the Nominating and
Governance Committee's recommendation. A resignation may be tendered by any
Director at any meeting of the shareholders or of the Board of Directors, who
shall at such meeting accept the same.
Section 4.6 REGULAR MEETINGS. - Regular meetings of the Board of
Directors shall be held at such time and place as may be determined by the Board
of Directors, but in no event shall the Board meet less than once a year.
Section 4.7 SPECIAL MEETINGS. - Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
Vice Chairman of the Board, the Chief Executive Officer or any two (2)
Directors. The Chief Executive Officer or Secretary may fix any place, either
within or without the State of Wisconsin, whether in person or by
telecommunications, as the place for holding any special meeting.
Section 4.8 NOTICE; WAIVER. - Notice of any meeting of the Board of
Directors, unless otherwise provided pursuant to Section 4.6, shall be given at
least forty-eight (48) hours prior to the meeting by written notice delivered
personally or mailed to each Director at such address designed by each Director,
by telegram or other form of wire or wireless communication. The notice need not
describe the purpose of the meeting of the Board of Directors or the business to
be transacted at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
prepared. Any Director may waive notice of any meeting. The attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of business because the meeting is not lawfully called or
convened.
Section 4.9 QUORUM. - A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at a meeting, a majority
of the Directors present may adjourn the meeting to some other day without
further notice.
Section 4.10 MEETING PARTICIPATION. - (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:
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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 4.11 ACTION WITHOUT MEETING. - Any action required or permitted
to be taken at any meeting of the Directors of the Corporation or of any
committee of the Board may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the Directors or all
of the members of the Committee of Directors, as the case may be. Such consent
shall have the same force and effect as a unanimous vote at a meeting and shall
be filed with the Secretary of the Corporation to be included in the official
records of the Corporation. The action taken is effective when the last Director
signs the consent unless the consent specifies a different effective date.
Section 4.12 PRESUMPTION OF ASSENT. - A Director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless (a) the Director objects at the beginning of the meeting or promptly upon
arrival to the holding of or transacting business at the meeting, (b) the
Director's dissent or abstention shall be entered in the minutes of the meeting,
(c) the Director shall file a written dissent or abstention to such action with
the presiding officer of the meeting before the adjournment thereof or shall
forward such dissent or abstention by registered or certified mail to the
Secretary of the Corporation immediately after the adjournment of the meeting,
or (d) the Director shall file a written notice to the Secretary of the
Corporation promptly after receiving the minutes of the meeting that the minutes
failed to show the Director's dissention or abstention from the action taken.
Such right to dissent or abstain shall not apply to a Director who voted in
favor of such action.
Section 4.13 VACANCIES. - Except as provided below, any vacancy occurring
in the Board of Directors or on any Committee of the Board of Directors and any
directorship to be filled by reason of an increase in the number of
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Directors may be filled by the affirmative vote of a majority of the Directors
then in office, even if less than a quorum of the Board of Directors. For a
period of time commencing on formation of Interstate Energy Corporation and
expiring on the date of the third annual meeting of shareowners of the
Corporation, the initially appointed IES, IPC and WPLH directors, each as a
separate group, shall be entitled to nominate those persons who will be eligible
to be appointed, elected or re-elected as IES, IPC and WPLH Directors. The
Director or Directors so chosen shall hold office until the next election of the
Class for which such Director or Directors shall have been chosen and until
their successors shall have been duly elected and qualified.
Section 4.14 COMPENSATION. - Compensation and expenses for attendance at
a regular or special meeting of the Board of Directors, or at any committee
meeting, shall be payable in such amounts as determined from time to time by the
Board of Directors. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Directors
who are full time employees or officers of the Corporation shall not receive any
compensation.
ARTICLE V
COMMITTEES
Section 5.1 COMMITTEES. - The Board of Directors may, by resolution
passed by a majority of the whole Board, designate from their number various
Committees from time to time as corporate needs may dictate. The Committees may
make their 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. Each
Committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required. The Committee may be authorized by the Board
of Directors to perform specified functions, except that a committee may not do
any of the following: (a) authorize distributions; (b) approve or propose to
shareowners action that the Wisconsin Business Corporation Law requires to be
approved by shareowners; (c) fill vacancies on the Board of Directors, or,
unless the Board of Directors provides by resolution that vacancies on a
committee shall be filled by the affirmative vote of the remaining committee
members, on any Board committee; (d) amend the Corporation's Articles of
Incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of merger
not requiring shareowner approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; and (h) authorize or approve the issuance or sale or contract for
sale of shares, or determine the designation and relative rights, preferences
and limitations of a class or series of shares, except that the Board of
Directors may authorize a committee to do so within limits prescribed by the
Board of Directors.
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Section 5.2 EXECUTIVE COMMITTEE. An Executive Committee is hereby
established and shall consist of at least three (3) members, including the
Chairman of the Board. The Executive Committee shall possess all the powers and
authority of the Board of Directors when said Board of Directors is not in
session, except for the powers and authorities set forth in Section 5.1.
Section 5.3 AUDIT COMMITTEE. - An Audit Committee is hereby established
and shall consist of at least three (3) Directors, all of whom shall be outside
members of the Board of Directors. The members of the Committee shall be elected
annually by a majority vote of the members 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. Subsequent to each such Committee meeting,
a report of the actions taken by such Committee shall be made to the Board of
Directors.
Section 5.4 COMPENSATION AND PERSONNEL COMMITTEE - A Compensation and
Personnel Committee is hereby established and 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. Said Committee shall meet at such times as it
determines, but at least twice each year, and shall meet at the request of the
Chairman of the Board, the Chief Executive Officer, or any Committee member.
Subsequent to each such Committee meeting, a report of the actions taken by such
Committee shall be made to the Board of Directors.
Section 5.5 NOMINATING AND GOVERNANCE COMMITTEE. - A Nominating and
Governance Committee shall be established and shall consist of at least three
(3) Directors, all of whom shall be outside members of the Board of Directors.
The Chairperson and the members of the Nominating and Governance Committee shall
be elected annually by a majority vote of the members 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. Subsequent to each such Committee meeting,
a report of the actions taken by such Committee shall be made to the Board of
Directors.
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ARTICLE VI
OFFICERS
Section 6.1 OFFICERS. - 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 Chief Executive Officer may appoint such other
officers and assistant officers as may be deemed necessary. The same person may
simultaneously hold more than one such office.
Section 6.2 TERM OF OFFICERS. - 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
by the Board of Directors.
Section 6.3 REMOVAL OF OFFICERS. - Any officer may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer shall not of itself create contract rights.
Section 6.4 CHIEF EXECUTIVE OFFICER. - 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 Corporation, shall establish the lines of authority and
supervision of the Officers and employees of the Corporation, shall have the
power to appoint and remove and discharge any and all agents and employees of
the Corporation not elected or appointed directly by the Board of Directors, and
shall assist the Board in the formulation of policies of the Corporation. The
Chairperson of the Board, if 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 Corporation.
Section 6.5 PRESIDENT. - 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 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 or the
Chief Executive Officer.
Section 6.6 VICE PRESIDENTS. - The Vice Presidents shall have such powers
and duties as may be prescribed for him or her by the Board of Directors and the
Chief Executive Officer. In the absence of or in the event of the death of the
Chief Executive Officer and the President, the inability or refusal to act, or
in the event for any reason it shall be impracticable for the Chief Executive
officer and the President to act personally, the Vice President (or in the event
there be
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more than one Vice President, the Vice Presidents in the order designated by the
Board of Directors, or in the absence of any designation, then in the order of
their election) shall perform the duties of the Chief Executive Officer and the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Chief Executive Officer and the President. The
execution of any instrument of the Corporation by any Vice President shall be
conclusive evidence, as to third parties, of his or her authority to act in the
stead of the Chief Executive Officer and the President.
Section 6.7 SECRETARY. - 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
Corporation, and of all other books, documents and papers as in the practical
business operation of the Corporation 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 Corporation 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 President or by the
Board of Directors.
Section 6.8 TREASURER. - The Treasurer shall have charge of, and be
responsible for, the collection, receipt, custody and disbursement of the funds
of the Corporation, and shall deposit its funds in the name of the Corporation
in such banks or trust companies as he or she shall designate and shall keep a
proper record of cash receipts and disbursements. 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 Corporation shall naturally belong in
the office or custody of the Treasurer, or shall be placed in his or her custody
by the President, or by the Board of Directors. He or she shall sign checks,
drafts, and other paper providing for the payment of money by the Corporation
for operating purposes in the usual course or business. He or she may, in the
absence of the Secretary and Assistant Secretaries sign stock certificates. The
Treasurer shall have such other powers and duties as are
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commonly incidental to the office of Treasurer, or as may be prescribed for him
or her by the President or by the Board of Directors.
Section 6.9 CONTROLLER. - The Controller shall be the principal
accounting Officer of the Corporation. He or she shall have general supervision
over the books of accounts of the Corporation. 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 Corporation 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 President 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 President or by the
Board of Directors.
Section 6.10 ASSISTANT OFFICERS. - The Assistant Secretaries, Assistant
Treasurers, Assistant Controllers, and other Assistant Officers shall
respectively assist the Secretary, Treasurer, Controller, and other Officers of
the Corporation 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.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 7.1 CERTIFICATES FOR SHARES. - Each certificate representing
shares of the Corporation shall state upon the fact (a) that the Corporation is
organized under the laws of the State of Wisconsin, (b) the name of the person
to whom issued, (c) the number and class of shares, and the designation of the
series, if any, which such certificate represents, and (d) the par value of each
share, if any, and each such certificate shall otherwise be in such form as
shall be determined by the Board of Directors. Such certificates shall be signed
by the Chairman of the Board, or the Chief Executive Officer or the President
and by the Secretary or an Assistant Secretary and shall be sealed
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with the corporate seal or a facsimile thereof. The signatures of such officers
upon a certificate may be facsimiles if the certificate is manually signed on
behalf of a transfer agent and registrar. In case any officer or other
authorized person who has signed or whose facsimile signature has been placed
upon such certificate for the Corporation shall have ceased to be such officer
or employee or agent before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person where an officer or employee
or agent at the date of its issue. Each certificate for shares shall be
consecutively numbered or otherwise identified.
All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and canceled, except that in
case of a lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
Section 7.2. TRANSFER OF SHARES. - Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by such person's legal representative, who shall furnish
proper evidence of authority to transfer, or authorized attorney, by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares.
Subject to the provisions of Section 3.10 of Article III of these Bylaws,
the person in whose name shares stand on the books of the Corporation shall be
treated by the Corporation as the owner thereof for all purposes, including all
rights deriving from such shares, and the Corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving from such shares, on the part of any other person, including (without
limitation) a purchaser, assignee or transferee of such shares, or rights
deriving from such shares, unless and until such purchaser, assignee, transferee
or other person becomes the record holder of such shares, whether or not the
Corporation shall have either actual or constructive notice of the interest of
such purchaser, assignee, transferee or other person. Except as provided in said
Section 3.10 hereof, no such purchaser, assignee, transferee or other person
shall be entitled to receive notice of the meetings of shareholders, to vote at
such meetings, to examine the complete record of the shareholders entitled to
vote at meetings, or to own, enjoy or exercise any other property or rights
deriving from such shares against the Corporation, until such purchaser,
assignee, transferee or other person has become the record holder of such
shares.
Section 7.3 LOST, DESTROYED OR STOLEN CERTIFICATES. - When the owner
claims that certificates for shares have been lost, destroyed or
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wrongfully taken, a new certificate shall be issued in place thereof if the
owner (a) so requests before the Corporation has notice that such shares have
been acquired by a bona fide purchaser, (b) files with the Corporation a
sufficient indemnity bond if required by the Corporation and (c) satisfies such
other reasonable requirements as may be provided by the Corporation.
Section 7.4 STOCK REGULATIONS. - The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with law as it may deem expedient concerning the issue, transfer
and registration of shares of the Corporation.
ARTICLE VIII
INDEMNIFICATION AND LIABILITY OF DIRECTOR AND OFFICERS
Section 8.1 INDEMNIFICATION. - The Corporation shall, to the fullest
extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of the
Wisconsin Business Corporation Law, including any amendments thereto (but in the
case of any such amendment, only to the extent such amendment permits or
requires the corporation to provide broader indemnification rights than prior to
such amendment), indemnify its Directors, Officers, employees and agents against
any and all Liabilities, and advance any and all reasonable Expenses, incurred
thereby in any Proceeding to which any such Director, Officer, employee or agent
is a Party because he or she is or was a Director, Officer, employee or agent of
the Corporation. The rights to indemnification granted hereunder shall not be
deemed exclusive of any other rights to indemnification against Liabilities or
the advancement of Expenses which a Director, Officer, employee or agent may be
entitled under any written agreement, Board resolution, vote of shareowners, the
Wisconsin Business Corporation Law or otherwise. The Corporation may, but shall
not be required to, supplement the foregoing rights to indemnification against
Liabilities and advancement of Expenses under this Section 8.1 by the purchase
of insurance on behalf of any one or more of such Directors, Officers, employees
or agents, whether or not the Corporation would be obligated to indemnify or
advance Expenses to such Director, Officer, employee or agent under this Section
8.1. All capitalized terms used in this Article VIII and not otherwise defined
herein shall have the meaning set forth in Section 180.0850 of the Wisconsin
Business Corporation Law.
ARTICLE IX
MISCELLANEOUS
Section 9.1 FISCAL YEAR. - The fiscal year of the Corporation shall be
the calendar year.
Section 9.2 DIVIDENDS. - Subject to the provisions of law or the Articles
of Incorporation, the Board of Directors may, at any regular or special meeting,
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declare dividends upon the capital stock of the Corporation payable out of
surplus (whether earned or paid-in) or profits as and when they deem expedient.
Before declaring any dividend there may be set apart out of surplus or profits
such sum or sums as the directors from time to time in their discretion deem
proper for working capital or as a reserve fund to meet contingencies or for
such other purposes as the directors shall deem conducive to the interests of
the Corporation.
Section 9.3 CONTRACTS, CHECKS, DRAFTS, DEEDS, LEASES AND OTHER
INSTRUMENTS. - All contracts, checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors. The Board may authorize by resolution any
officer or officers to enter into and execute any contract or instrument of
indebtedness in the name of the Corporation, and such authority may be general
or confined to specific instances. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks or other depositories as the Treasurer may authorize.
All contracts, deeds, mortgages, leases or instruments that require the
corporate seal of the Corporation to be affixed thereto shall be signed by the
President or a Vice President, and by the Secretary, or an Assistant Secretary,
or by such other officer or officers, or person or persons, as the Board of
Directors may be resolution prescribe.
Section 9.4 VOTING OF SHARES OWNED BY THE CORPORATION. - Subject always
to the specific directions of the Board of Directors, any share or shares of
stock issued by any other corporation and owned or controlled by the Corporation
may be voted at any shareholders' meeting of such other corporation by the Chief
Executive Officer of the Corporation, if present, or if absent by any other
officer of the Corporation who may be present. Whenever, in the judgment of the
Chief Executive Officer, or if absent, of any officer, it is desirable for the
Corporation to execute a proxy or give a shareholders' consent in respect to any
share or shares of stock issued by any other corporation and owned by the
Corporation, such proxy or consent shall be executed in the name of the
Corporation by the Chief Executive Officer or one of the officers of the
Corporation and shall be attested by the Secretary or an Assistant Secretary of
the Corporation without necessity of any authorization by the Board of
Directors. Any person or persons designated in the manner above stated as the
proxy or proxies of the Corporation shall have full right, power and authority
to vote the share or shares of stock issued by such other corporation and owned
by the Corporation in the same manner as such share or shares might be voted by
the Corporation.
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ARTICLE X
AMENDMENT OR REPEAL OF BYLAWS
Section 10.1 AMENDMENTS BY BOARD OF DIRECTORS. - Except as otherwise
provided by the Wisconsin Business Corporation Law or the Articles of
Incorporation, these Bylaws may be amended or repealed and new Bylaws may be
adopted by the Board of Directors by the affirmative vote of a majority of the
number of directors present at any meeting at which a quorum is in attendance;
provided, however, that the shareowners in adopting, amending or repealing a
particular bylaw may provide therein that the Board of Directors may not amend,
repeal or readopt that bylaw.
Section 10.2 IMPLIED AMENDMENT. - Any action taken or authorized by the
shareowners or by the Board of Directors which would be inconsistent with the
Bylaws then in effect but which is taken or authorized by affirmative vote of
not less than the number of shares or the number of directors required to amend
the Bylaws so that the Bylaws would be consistent with such action shall be
given the same effect as though the Bylaws had been temporarily amended or
suspended so far, but only so far, as is necessary to permit the specific action
so taken or authorized.
Wplbylws.doc
2/9/99
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I, , do hereby certify that I am the duly elected and acting
_______________ Corporate Secretary of Wisconsin Power and Light Company, a
Wisconsin corporation, organized under the laws of the State, and that I have
access to the corporate records of said Company, and as such officer, I do
further certify that the foregoing Bylaws were adopted as of January 20, 1999.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said Company this ____________ day of ___________________, 19____.
--------------------------------
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EXHIBIT 3.6
BYLAWS
OF
IES UTILITIES INC.
Effective as of January 20, 1999
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL AND BUSINESS OFFICES. - The principal office shall
be in the City of Cedar Rapids, County of Linn, State of Iowa. The Corporation
may have other offices, either within or without the State of Iowa, at such
place or places as the Board of Directors may from time to time appoint or the
business of the Corporation may require.
Section 1.2 REGISTERED OFFICE. - The registered office of the Corporation
required by the Iowa Business Corporation Act to be maintained in the State of
Iowa may be, but need not be identical with the principal office in the State of
Iowa, and the address of the registered office may be changed from time to time
by the Board of Directors
ARTICLE II
SEAL
Section 2.1 CORPORATE SEAL. - The corporate seal shall have inscribed
thereon the name of the Corporation and the words "CORPORATE SEAL, IOWA." Said
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced.
ARTICLE III
SHAREOWNERS
Section 3.1. ANNUAL MEETING. - The Annual Meeting of Shareowners shall be
held at such date and time as the Board of Directors may determine. The Board of
Directors may designate any place for the Annual Meeting. If no designation is
made, the place of the Annual Meeting shall be the principal office of the
Corporation. The Annual Meeting shall be held for the purposes of electing
Directors and of transacting such other business as may properly come before the
meeting.
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Section 3.2 SPECIAL MEETINGS. - Special Meetings of the Shareowners may
be called by the Board of Directors or the Chief Executive Officer. The
Corporation shall call a Special Meeting of Shareowners in the event that the
holders of at least ten percent (10%) of all of the votes entitled to be cast on
any issue request a special meeting be held.
Section 3.3 NOTICE OF MEETINGS - WAIVER. - 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 (10) days nor more than
sixty (60) 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
purpose of the meeting. If an Annual or Special Meeting of shareowners is
adjourned to a different date, time or place, the Corporation shall not be
required to give notice of the new date, time or place if the new date, time or
place is announced at the meeting before adjournment; provided, however, that if
a new record date for an adjourned meeting is or must be fixed, the Corporation
shall give notice of the adjourned meeting to persons who are shareowners as of
the new record date. Notice of any meeting of the shareowners may be waived by
any shareowner.
Section 3.4 FIXING OF RECORD DATE. - For the purpose of determining
shareowners entitled to notice of, or to vote at, any meeting of shareowners, or
at any adjournment thereof, or shareowners entitled to receive payment of any
dividend, or in order to make a determination of shareowners for any other
lawful action, the Board of Directors may fix, in advance, a record date for
such determination of shareowners. Such date in case of a meeting of shareowners
or other lawful action shall not be less than ten (10) days nor more than
seventy (70) days prior to the date of such meeting or lawful action. If no
record date is fixed by the Board of Directors or by statute for the
determination of shareowners entitled to demand a special meeting as
contemplated in Section 3.2 hereof, the record date shall be the date that the
first shareowner signs the demand. When a determination of shareowners entitled
to vote at any meeting of shareowners has been made as provided in this section,
such determination shall apply to any adjournment thereof unless the meeting is
adjourned to a date more than one hundred twenty (120) days after the date fixed
for the original meeting in which event the Board of Directors must fix a new
record date.
Section 3.5 SHAREOWNER LIST. - The Corporation shall have available,
beginning two (2) days after the notice of the meeting is given for which the
list was prepared and continuing to the date of the meeting, a complete record
of each shareowner entitled to vote at such meeting, or any adjournment thereof,
showing the address of and number of shares held by each shareowner. The
shareowner list shall be available for inspection by any shareowner during
normal business hours at the Corporation's principal office or
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at a place identified in the meeting notice in the city where the meeting will
be held. The Corporation shall make the shareowners' list available at the
meeting and any shareowner or his/her agent or attorney may inspect the list at
any time the meeting or any adjournment thereof.
Section 3.6 QUORUM AND VOTING REQUIREMENTS. - Shares entitled to vote as
a separate voting group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. A majority of the
outstanding shares entitled to vote on a matter, represented in person or by
proxy, shall constitute a quorum for action on that matter. If a quorum exists,
except in the case of the election of Directors, action on a matter shall be
approved if the votes cast favoring the action exceed the votes cast opposing
the action, unless the Corporation's Articles of Incorporation, any Bylaw
adopted under authority granted in the Articles of Incorporation or statute
requires a greater number of affirmative votes. Directors shall be elected by a
plurality of the votes cast by the shares entitled to vote in the election of
directors at a meeting at which a quorum is present. Though less than a quorum
of the outstanding votes are represented at a meeting, a majority of the votes
so represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 3.7 CONDUCT OF MEETING. - The Chairperson of the Board shall
preside at each meeting of shareowners. In the absence of the Chairperson of the
Board, such persons, in the following order, shall act as chair of the meeting;
the Vice Chairperson of the Board, the Chief Executive Officer, the President,
any Vice President, the Director in attendance with the longest tenure in that
office. The Secretary, or if absent, an Assistant Secretary, of the company
shall act as Secretary of each shareowner meeting.
Section 3.8 PROXIES. - 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. Such proxies shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 3.9 VOTING OF SHARES. - Except as provided in the Articles of
Incorporation or statute, each outstanding share entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a vote at a meeting of
shareowners.
Section 3.10 VOTING OF SHARES BY CERTAIN HOLDERS. - Shares standing in
the name of another corporation may be voted by such officer, agent
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or proxy as the Bylaws of such corporation may prescribe, or, in the absence of
such provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by such person, either in person or by proxy, without a transfer of such
shares into that person's name. Shares standing in the name of a trustee may be
voted by such trustee, either in person or by proxy, without a transfer of such
shares into the trustee's name. The Corporation may request evidence of such
fiduciary status with respect to the vote, consent, waiver, or proxy
appointment.
Shares standing in the name of a receiver or trustee in bankruptcy may be
voted by such receiver or trustee, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer of the shares into
such person's name if authority so to do is contained in an appropriate order of
the court by which such receiver was appointed.
A pledgee, beneficial owner, or attorney-in-fact of the shares held in
the name of a shareholder shall be entitled to vote such shares. The Corporation
may request evidence of such signatory's authority to sign for the shareholder
with respect to the vote, consent, waiver, or proxy appointment.
Neither treasury shares nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of Directors of such
other corporation is held by the Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 GENERAL POWER. - The business and affairs of the Corporation
shall be managed by its Board of Directors.
Section 4.2 NUMBER. CLASSES & TERM. - The number of Directors of the
Corporation shall be fifteen (15). The Directors of the Corporation shall be
divided into three classes, hereinafter referred to as "Class I," "Class II,"
and "Class III" with each class having five (5) Directors. The initial Class I
Directors shall consist of two (2) directors selected by each of IES Industries
Inc. ("IES") and WPL Holdings Inc. ("WPLH") and one (1) selected by Interstate
Power Company ("IPC"); the initial Class II Directors shall consist of two (2)
directors selected by each of IES and WPLH and one (1) selected by IPC; and the
initial Class III Directors shall consist of two (2) directors selected by each
of IES and WPLH and one (1) selected from IPC. The initial term of Class I
Directors shall expire at the first annual meeting of
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Shareowners of the Corporation, the initial term of Class II Directors shall
expire at the second annual meeting of Shareowners of the Corporation and the
initial term of Class III Directors shall expire at the third annual meeting of
Shareowners of the Corporation.
At each annual shareowner meeting after the first annual shareowner
meeting, directors to replace those of a Class whose terms expire at such annual
meeting shall be elected to hold office until the third succeeding annual
meeting and until their respective successors shall have been duly qualified and
elected. If the number of directors is hereafter changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as is practicable.
Section 4.3 CHAIRPERSON OF THE BOARD. - 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 for
consultation and advice.
Section 4.4 VICE CHAIRPERSON OF THE BOARD. - The Vice Chairperson of the
Board shall assist the Board in the formulation of policies and make
recommendations therefore. The Vice Chairperson shall have such other powers and
duties as may be prescribed for him or her by the Chairperson of the Board or
the Board of Directors. In the absence of or the inability of the Chairperson of
the Board to act as Chairperson of the Board, the Vice Chairperson of the Board
shall assume the powers and duties of the Chairperson of the Board.
Section 4.5 QUALIFICATIONS AND REMOVAL. - No person who has attained 71
years of age shall be eligible for election or re-election to the Board of
Directors. Any Director who has attained seventy-one (71) years of age shall
resign from the Board of Directors effective as of the next annual Meeting of
Shareowners. For a period of five (5) years following the formation of the
Corporation, no person, except any of the initial Directors selected pursuant to
Section 4.2 hereof, who is an executive officer or employee of the Corporation
or any of its subsidiaries shall be eligible to serve as a Director of the
Corporation; provided, however, that any individual serving as Chief Executive
Officer of the Corporation shall be eligible to serve as a Director of the
Corporation. In the event the Chief Executive Officer resigns or retires from
his or her office or employment with the Corporation, he or she shall
simultaneously submit his or her resignation from the Board of Directors. In the
event that the Chief Executive Officer is removed from his or her office by the
Board of Directors, or is involuntarily terminated from employment with the
Corporation, he or she shall simultaneously submit his or her resignation from
the Board of Directors. In the
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event that a Director experiences a change in their principal occupation or
primary business affiliation, the Director must submit their resignation from
the Board to the Nominating and Governance Committee. The Nominating and
Governance Committee shall recommend to the Board of Directors whether the Board
should accept such resignation. If the Nominating and Governance Committee
recommends acceptance of the resignation, an affirmative vote of two-thirds of
the remaining Directors holding office is required to affirm the Nominating and
Governance Committee's recommendation. A resignation may be tendered by any
Director at any meeting of the shareholders or of the Board of Directors, who
shall at such meeting accept the same.
Section 4.6 REGULAR MEETINGS. - Regular meetings of the Board of
Directors shall be held at such time and place as may be determined by the Board
of Directors, but in no event shall the Board meet less than once a year.
Section 4.7 SPECIAL MEETINGS. - Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
Vice Chairman of the Board, the Chief Executive Officer or any two (2)
Directors. The Chief Executive Officer or Secretary may fix any place, either
within or without the State of Iowa, whether in person or by telecommunications,
as the place for holding any special meeting.
Section 4.8 NOTICE; WAIVER. - Notice of any meeting of the Board of
Directors, unless otherwise provided pursuant to Section 4.6, shall be given at
least forty-eight (48) hours prior to the meeting by written notice delivered
personally or mailed to each Director at such address designed by each Director,
by telegram or other form of wire or wireless communication. The notice need not
describe the purpose of the meeting of the Board of Directors or the business to
be transacted at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
prepared. Any Director may waive notice of any meeting. The attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of business because the meeting is not lawfully called or
convened.
Section 4.9 QUORUM. - A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at a meeting, a majority
of the Directors present may adjourn the meeting to some other day without
further notice.
Section 4.10 MEETING PARTICIPATION. - (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:
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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 4.11 ACTION WITHOUT MEETING. - Any action required or permitted
to be taken at any meeting of the Directors of the Corporation or of any
committee of the Board may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the Directors or all
of the members of the Committee of Directors, as the case may be. Such consent
shall have the same force and effect as a unanimous vote at a meeting and shall
be filed with the Secretary of the Corporation to be included in the official
records of the Corporation. The action taken is effective when the last Director
signs the consent unless the consent specifies a different effective date.
Section 4.12 PRESUMPTION OF ASSENT. - A Director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless (a) the Director objects at the beginning of the meeting or promptly upon
arrival to the holding of or transacting business at the meeting, (b) the
Director's dissent or abstention shall be entered in the minutes of the meeting,
(c) the Director shall file a written dissent or abstention to such action with
the presiding officer of the meeting before the adjournment thereof or shall
forward such dissent or abstention by registered or certified mail to the
Secretary of the Corporation immediately after the adjournment of the meeting,
or (d) the Director shall file a written notice to the Secretary of the
Corporation promptly after receiving the minutes of the meeting that the minutes
failed to show the Director's dissention or abstention from the action taken.
Such right to dissent or abstain shall not apply to a Director who voted in
favor of such action.
Section 4.13 VACANCIES. - Except as provided below, any vacancy occurring
in the Board of Directors or on any Committee of the Board of Directors and any
directorship to be filled by reason of an increase in the number of
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Directors may be filled by the affirmative vote of a majority of the Directors
then in office, even if less than a quorum of the Board of Directors. For a
period of time commencing on formation of Interstate Energy Corporation and
expiring on the date of the third annual meeting of shareowners of the
Corporation, the initially appointed IES, IPC and WPLH directors, each as a
separate group, shall be entitled to nominate those persons who will be eligible
to be appointed, elected or re-elected as IES, IPC and WPLH Directors. The
Director or Directors so chosen shall hold office until the next election of the
Class for which such Director or Directors shall have been chosen and until
their successors shall have been duly elected and qualified.
Section 4.14 COMPENSATION. - Compensation and expenses for attendance at
a regular or special meeting of the Board of Directors, or at any committee
meeting, shall be payable in such amounts as determined from time to time by the
Board of Directors. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Directors
who are full time employees or officers of the Corporation shall not receive any
compensation.
ARTICLE V
COMMITTEES
Section 5.1 COMMITTEES. - The Board of Directors may, by resolution
passed by a majority of the whole Board, designate from their number various
Committees from time to time as corporate needs may dictate. The Committees may
make their 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. Each
Committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required. The Committee may be authorized by the Board
of Directors to perform specified functions, except that a committee may not do
any of the following: (a) authorize distributions; (b) approve or propose to
shareowners action that the Iowa Business Corporation Act requires to be
approved by shareowners; (c) fill vacancies on the Board of Directors, or,
unless the Board of Directors provides by resolution that vacancies on a
committee shall be filled by the affirmative vote of the remaining committee
members, on any Board committee; (d) amend the Corporation's Articles of
Incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of merger
not requiring shareowner approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; and (h) authorize or approve the issuance or sale or contract for
sale of shares, or determine the designation and relative rights, preferences
and limitations of a class or series of shares, except that the Board of
Directors may authorize a committee to do so within limits prescribed by the
Board of Directors.
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Section 5.2 EXECUTIVE COMMITTEE. An Executive Committee is hereby
established and shall consist of at least three (3) members, including the
Chairman of the Board. The Executive Committee shall possess all the powers and
authority of the Board of Directors when said Board of Directors is not in
session, except for the powers and authorities set forth in Section 5.1.
Section 5.3 AUDIT COMMITTEE. - An Audit Committee is hereby established
and shall consist of at least three (3) Directors, all of whom shall be outside
members of the Board of Directors. The members of the Committee shall be elected
annually by a majority vote of the members 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. Subsequent to each such Committee meeting,
a report of the actions taken by such Committee shall be made to the Board of
Directors.
Section 5.4 COMPENSATION AND PERSONNEL COMMITTEE - A Compensation and
Personnel Committee is hereby established and 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. Said Committee shall meet at such times as it
determines, but at least twice each year, and shall meet at the request of the
Chairman of the Board, the Chief Executive Officer, or any Committee member.
Subsequent to each such Committee meeting, a report of the actions taken by such
Committee shall be made to the Board of Directors.
Section 5.5 NOMINATING AND GOVERNANCE COMMITTEE. - A Nominating and
Governance Committee shall be established and shall consist of at least three
(3) Directors, all of whom shall be outside members of the Board of Directors.
The Chairperson and the members of the Nominating and Governance Committee shall
be elected annually by a majority vote of the members 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. Subsequent to each such Committee meeting,
a report of the actions taken by such Committee shall be made to the Board of
Directors.
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ARTICLE VI
OFFICERS
Section 6.1 OFFICERS. - 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 Chief Executive Officer may appoint such other
officers and assistant officers as may be deemed necessary. The same person may
simultaneously hold more than one such office.
Section 6.2 TERM OF OFFICERS. - 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
by the Board of Directors.
Section 6.3 REMOVAL OF OFFICERS. - Any officer may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer shall not of itself create contract rights.
Section 6.4 CHIEF EXECUTIVE OFFICER. - 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 Corporation, shall establish the lines of authority and
supervision of the Officers and employees of the Corporation, shall have the
power to appoint and remove and discharge any and all agents and employees of
the Corporation not elected or appointed directly by the Board of Directors, and
shall assist the Board in the formulation of policies of the Corporation. The
Chairperson of the Board, if 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 Corporation.
Section 6.5 PRESIDENT. - 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 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 or the
Chief Executive Officer.
Section 6.6 VICE PRESIDENTS. - The Vice Presidents shall have such powers
and duties as may be prescribed for him or her by the Board of Directors and the
Chief Executive Officer. In the absence of or in the event of the death of the
Chief Executive officer and the President, the , inability or refusal to act, or
in the event for any reason it shall be impracticable for the Chief Executive
Officer and the President to act personally, the Vice President (or in the event
there be
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more than one Vice President, the Vice Presidents in the order designated by the
Board of Directors, or in the absence of any designation, then in the order of
their election) shall perform the duties of the Chief Executive Officer and the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Chief Executive Officer and the President. The
execution of any instrument of the Corporation by any Vice President shall be
conclusive evidence, as to third parties, of his or her authority to act in the
stead of the Chief Executive Officer and the President.
Section 6.7 SECRETARY. - 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
Corporation, and of all other books, documents and papers as in the practical
business operation of the Corporation 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 Corporation 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 President or by the
Board of Directors.
Section 6.8 TREASURER. - The Treasurer shall have charge of, and be
responsible for, the collection, receipt, custody and disbursement of the funds
of the Corporation, and shall deposit its funds in the name of the Corporation
in such banks or trust companies as he or she shall designate and shall keep a
proper record of cash receipts and disbursements. 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 Corporation shall naturally belong in
the office or custody of the Treasurer, or shall be placed in his or her custody
by the President, or by the Board of Directors. He or she shall sign checks,
drafts, and other paper providing for the payment of money by the Corporation
for operating purposes in the usual course or business. He or she may, in the
absence of the Secretary and Assistant Secretaries sign stock certificates. The
Treasurer shall have such other powers and duties as are
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commonly incidental to the office of Treasurer, or as may be prescribed for him
or her by the President or by the Board of Directors.
Section 6.9 CONTROLLER. - The Controller shall be the principal
accounting Officer of the Corporation. He or she shall have general supervision
over the books of accounts of the Corporation. 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 Corporation 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 President 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 President or by the
Board of Directors.
Section 6.10 ASSISTANT OFFICERS. - The Assistant Secretaries, Assistant
Treasurers, Assistant Controllers, and other Assistant Officers shall
respectively assist the Secretary, Treasurer, Controller, and other Officers of
the Corporation 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.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 7.1 CERTIFICATES FOR SHARES. - Each certificate representing
shares of the Corporation shall state upon the fact (a) that the Corporation is
organized under the laws of the State of Iowa, (b) the name of the person to
whom issued, (c) the number and class of shares, and the designation of the
series, if any, which such certificate represents, and (d) the par value of each
share, if any, and each such certificate shall otherwise be in such form as
shall be determined by the Board of Directors. Such certificates shall be signed
by the Chairman of the Board, or the Chief Executive Officer or the President
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and by the Secretary or an Assistant Secretary and shall be sealed with the
corporate seal or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent and registrar. In case any officer or other authorized person
who has signed or whose facsimile signature has been placed upon such
certificate for the Corporation shall have ceased to be such officer or employee
or agent before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person where an officer or employee or agent at
the date of its issue. Each certificate for shares shall be consecutively
numbered or otherwise identified.
All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and canceled, except that in
case of a lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
Section 7.2. TRANSFER OF SHARES. - Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by such person's legal representative, who shall furnish
proper evidence of authority to transfer, or authorized attorney, by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares.
Subject to the provisions of Section 3.10 of Article III of these Bylaws,
the person in whose name shares stand on the books of the Corporation shall be
treated by the Corporation as the owner thereof for all purposes, including all
rights deriving from such shares, and the Corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving from such shares, on the part of any other person, including (without
limitation) a purchaser, assignee or transferee of such shares, or rights
deriving from such shares, unless and until such purchaser, assignee, transferee
or other person becomes the record holder of such shares, whether or not the
Corporation shall have either actual or constructive notice of the interest of
such purchaser, assignee, transferee or other person. Except as provided in said
Section 3.10 hereof, no such purchaser, assignee, transferee or other person
shall be entitled to receive notice of the meetings of shareholders, to vote at
such meetings, to examine the complete record of the shareholders entitled to
vote at meetings, or to own, enjoy or exercise any other property or rights
deriving from such shares against the Corporation, until such purchaser,
assignee, transferee or other person has become the record holder of such
shares.
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Section 7.3 LOST, DESTROYED OR STOLEN CERTIFICATES. - When the owner
claims that certificates for shares have been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (a) so
requests before the Corporation has notice that such shares have been acquired
by a bona fide purchaser, (b) files with the Corporation a sufficient indemnity
bond if required by the Corporation and (c) satisfies such other reasonable
requirements as may be provided by the Corporation.
Section 7.4 STOCK REGULATIONS. - The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with law as it may deem expedient concerning the issue, transfer
and registration of shares of the Corporation.
ARTICLE VIII
INDEMNIFICATION AND LIABILITY OF DIRECTOR AND OFFICERS
Section 8.1 INDEMNIFICATION. - The Corporation shall, to the fullest
extent permitted or required by the Iowa Business Corporation Act, including any
amendments thereto (but in the case of any such amendment, only to the extent
such amendment permits or requires the corporation to provide broader
indemnification rights than prior to such amendment), indemnify its Directors,
Officers, employees and agents against any and all Liabilities, and advance any
and all reasonable Expenses, incurred thereby in any Proceeding to which any
such Director, Officer, employee or agent is a Party because he or she is or was
a Director, Officer, employee or agent of the Corporation. The rights to
indemnification granted hereunder shall not be deemed exclusive of any other
rights to indemnification against Liabilities or the advancement of Expenses
which a Director, Officer, employee or agent may be entitled under any written
agreement, Board resolution, vote of shareowners, the Iowa Business Corporation
Act or otherwise. The Corporation may, but shall not be required to, supplement
the foregoing rights to indemnification against Liabilities and advancement of
Expenses under this Section 8.1 by the purchase of insurance on behalf of any
one or more of such Directors, Officers, employees or agents, whether or not the
Corporation would be obligated to indemnify or advance Expenses to such
Director, Officer, employee or agent under this Section 8.1.
ARTICLE IX
MISCELLANEOUS
Section 9.1 FISCAL YEAR. - The fiscal year of the Corporation shall be
the calendar year.
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Section 9.2 DIVIDENDS. - Subject to the provisions of law or the Articles
of Incorporation, the Board of Directors may, at any regular or special meeting,
declare dividends upon the capital stock of the Corporation payable out of
surplus (whether earned or paid-in) or profits as and when they deem expedient.
Before declaring any dividend there may be set apart out of surplus or profits
such sum or sums as the directors from time to time in their discretion deem
proper for working capital or as a reserve fund to meet contingencies or for
such other purposes as the directors shall deem conducive to the interests of
the Corporation.
Section 9.3 CONTRACTS, CHECKS, DRAFTS, DEEDS, LEASES AND OTHER
INSTRUMENTS. - All contracts, checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors. The Board may authorize by resolution any
officer or officers to enter into and execute any contract or instrument of
indebtedness in the name of the Corporation, and such authority may be general
or confined to specific instances. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks or other depositories as the Treasurer may authorize.
All contracts, deeds, mortgages, leases or instruments that require the
corporate seal of the Corporation to be affixed thereto shall be signed by the
President or a Vice President, and by the Secretary, or an Assistant Secretary,
or by such other officer or officers, or person or persons, as the Board of
Directors may by resolution prescribe.
Section 9.4 VOTING OF SHARES OWNED BY THE CORPORATION. - Subject always
to the specific directions of the Board of Directors, any share or shares of
stock issued by any other corporation and owned or controlled by the Corporation
may be voted at any shareholders' meeting of such other corporation by the Chief
Executive Officer of the Corporation, if present, or if absent by any other
officer of the Corporation who may be present. Whenever, in the judgment of the
Chief Executive Officer, or if absent, of any officer, it is desirable for the
Corporation to execute a proxy or give a shareholders' consent in respect to any
share or shares of stock issued by any other corporation and owned by the
Corporation, such proxy or consent shall be executed in the name of the
Corporation by the Chief Executive Officer or one of the officers of the
Corporation and shall be attested by the Secretary or an Assistant Secretary of
the Corporation without necessity of any authorization by the Board of
Directors. Any person or persons designated in the manner above stated as the
proxy or proxies of the Corporation shall have full right, power and authority
to vote the share or shares of stock issued by such other corporation and owned
by the
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Corporation in the same manner as such share or shares might be voted by the
Corporation.
ARTICLE X
AMENDMENT OR REPEAL OF BYLAWS
Section 10.1 AMENDMENTS BY BOARD OF DIRECTORS. - Except as otherwise
provided by the Iowa Business Corporation Law or the Articles of Incorporation,
these Bylaws may be amended or repealed and new Bylaws may be adopted by the
Board of Directors by the affirmative vote of a majority of the number of
directors present at any meeting at which a quorum is in attendance; provided,
however, that the shareowners in adopting, amending or repealing a particular
bylaw may provide therein that the Board of Directors may not amend, repeal or
readopt that bylaw.
Section 10.2 IMPLIED AMENDMENT. - Any action taken or authorized by the
shareowners or by the Board of Directors which would be inconsistent with the
Bylaws then in effect but which is taken or authorized by affirmative vote of
not less than the number of shares or the number of directors required to amend
the Bylaws so that the Bylaws would be consistent with such action shall be
given the same effect as though the Bylaws had been temporarily amended or
suspended so far, but only so far, as is necessary to permit the specific action
so taken or authorized.
Iesubylw.doc
2/9/99
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I, , do hereby certify that I am the duly elected and acting
_______________ Corporate Secretary of IES Utilities Inc., an Iowa corporation,
organized under the laws of the State, and that I have access to the corporate
records of said Company, and as such officer, I do further certify that the
foregoing Bylaws were adopted as of January 20, 1999.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said Company this ____________ day of ___________________, 19____.
--------------------------------
16
Exhibit 10.46
EARLY RETIREMENT AGREEMENT BETWEEN
INTERSTATE ENERGY CORPORATION ET AL. AND RICHARD R. EWERS
This Agreement is entered into between Interstate Energy Corporation, on
behalf of itself, its subsidiary Interstate Power Company, and any of their
affiliates (collectively referred to herein as the "Company") and Richard R.
Ewers ("Officer"), this 4th day of December, 1998 (the "Agreement Date").
In consideration of this mutual Agreement, Officer and the Company hereby
agree as follows:
1. Retirement. Officer hereby retires and resigns, as an employee and
officer, from the service of the Company effective August 1, 1999 (the
"Retirement Date"). Officer acknowledges and agrees that he will, from the
Agreement Date through February 18, 1999, continue in the regular performance of
his duties and take all of his accrued vacation days; from February 19, 1999, to
his Retirement Date, the Officer will actively assist in the transition of his
duties to any successor(s) and perform additional transitional assistance and
special projects as requested by the Chief Executive Officer of the Company.
Officer agrees to provide written resignations from any ancillary positions as
the Company deems necessary.
2. Financial and Benefit Matters.
a. Officer shall continue to be paid his annual salary of One Hundred
Twenty-six Thousand Dollars ($126,000) through February 18, 1999, and will be
paid Five Thousand Dollars ($5,000) on each of the following dates in 1999:
March 5, March 19, April 2, April 16, April 30, May 14, May 28, June 11, June
25, July 9, and July 23. Officer will continue to be provided senior executive
welfare benefits and continue to participate in all retirement plans and
supplemental retirement plans on the same basis as other senior executives until
the Retirement Date, and will be paid any earned Management Incentive
Compensation Program bonus for 1998 at the regular time. This Agreement does not
affect or restrict in any way the entitlement of Officer to pension and welfare
benefits while an employee, post-retirement welfare benefits, supplemental
retirement benefits, or qualified retirement plan benefits that are provided to
Officer on account of his prior service with the Company and which are not
financial accommodations pertaining to his early retirement. As of Officer's
Retirement Date, Officer shall be eligible to receive benefits under all of the
Company's retiree welfare benefit plans available to retired senior executives
of the Company as in effect on October 1, 1998. Any changes in welfare benefit
plans available for retired senior executives of the Company retiring on or
before August 1, 1999, that are adopted after October 1, 1998, and are generally
applicable to senior executives retiring on or before August 1, 1999, shall
apply to the Officer. It is mutually understood that the Officer is provided
supplemental retirement benefits pursuant to his Interstate Energy Corporation
Supplemental Retirement Agreement and that, effective commencing on the
Retirement Date, the Officer shall be entitled to the full benefits available to
him under such agreement. All calculations
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under such agreement shall be made in accordance with its terms as it was
interpreted in 1998 immediately prior to the Agreement Date.
b. In consideration for the release provided in Section 6 below and
for the agreements in Section 4 below, the Company shall make a lump sum payment
to Officer, provided the Officer is living on March 5, 1999, equal to Two
Hundred Thirty-eight Thousand Four Hundred Four Dollars ($238,404), less
applicable federal and state income tax withholding and payroll tax amounts. The
payment will be made to Officer coincident with the Company's March 5, 1999,
payroll. The lump sum amount is not compensation for purposes of the Company's
retirement or pretax savings plans.
c. It is mutually agreed that any common stock options to purchase
shares of Interstate Energy Corporation issued to Officer under the Company's
Long Term Equity Incentive Plan are canceled effective on the Agreement Date,
and that no additional common stock options shall be issued by the Company to
the Officer after the Agreement Date. Officer acknowledges that the
considerations contained in this Agreement fully incorporate all considerations
and accruals of such Long Term Equity Incentive Plan.
d. Officer recognizes that consideration provided under this
Agreement may result in taxable income to the Officer and that the Company will
report such taxable income to the appropriate taxing authorities.
3. Tax Adjustment. It is the mutual intent of Officer and the Company
that the payments hereunder, together with any other amounts required to be
taken into account for this purpose, should not be subject to the tax (the
"Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986 (the
"Code") or any successor provision. If it is determined that any portion of the
payments hereunder would be subject to the Excise Tax but for retroactive
correction of an overpayment to the Company by the Officer, the Officer shall
make the necessary repayment to the Company. If, however, it is ultimately
determined by a court or pursuant to a final determination by the Internal
Revenue service that any portion of the payments hereunder is subject to the
Excise Tax, and retroactive correction is not available or would be ineffective,
the Company shall pay to the Officer an additional amount (the "Gross-up
Payment") such that the net amount retained by the Officer after deduction of
any Excise Tax and any interest charges or penalties in respect of the
imposition of such Excise Tax (but not any federal, state or local income tax)
on the payments hereunder, and any federal, state, and local income tax and
Excise Tax upon the payment provided for by this Section 3, shall be equal to
the payments hereunder. For purposes of determining the amount of the Gross-up
Payment, the Officer shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the
Gross-up Payment is to be made and state and local income taxes at the highest
marginal rates of taxation in the state and locality of the Executive's domicile
for income tax purposes on the date the Gross-up Payment is made, net of the
maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes.
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4. Certain Agreements. This Agreement does not limit or restrict in any
way Officer's rights under the Company's employee benefit plans. All the terms
of agreement relating to Officer's early retirement from employment with the
Company are embodied in this Agreement. This Agreement fully supersedes any and
all prior agreements or understandings between Officer and the Company regarding
the Officer's termination of employment with the Company. It is mutually agreed
that the agreement dated November 8, 1995, between Officer and Interstate Power
Company, entitled "Agreement," is null and void on the Agreement Date and of no
further effect as of such date and that any other employment agreements or
severance agreements previously agreed to by or between the Officer and the
Company are null and void and of no further effect as of the Agreement Date. The
following agreements, however, are entered into and/or continued in effect as
part of this Agreement:
a. Non-exclusivity of Rights. Nothing in this Agreement shall prevent
or limit the Officer's continuing or future participation in any plan, program,
policy or practice provided by the Company for which the Officer may qualify,
nor shall anything in this Agreement limit or otherwise affect such rights as
the Officer may have under any contract or agreement with the Company or any of
its affiliates relating to such subject matter other than that specifically
addressed herein. Vested benefits and other amounts that the Officer is
otherwise entitled to receive under any plan, policy, practice, or program of,
or any contract or agreement with, the Company or any of its affiliates on or
after the Retirement Date shall be payable in accordance with the terms of each
such plan, policy, practice, program, contract or agreement, as the case may be,
except as specifically modified by this Agreement.
b. Full Settlement. The Company's obligation to make the payments
provided for in, and otherwise to perform its obligations under, this Agreement
shall not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action that the Company may have against the Officer or others.
In no event shall the Officer be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Officer under
any of the provisions of this Agreement. The amounts payable by the Company
under this Agreement shall not be offset or reduced by any amounts otherwise
receivable or received by the Officer from any source.
c. Confidential Information and Noncompetition. The Noncompetition
and Nondisclosure Agreement between Officer and the Company dated November 23,
1997, is incorporated herein by this reference and remains fully effective
according to its terms. Furthermore, the Officer shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies and
their respective businesses that the Officer obtains during the Officer's
employment by the Company or any of its affiliated companies and that is not
public knowledge (other than as a result of the Officer's violation of this
subsection ("Confidential Information"). The Officer shall not communicate,
divulge or disseminate Confidential Information at any time during or for not
less than five (5) years after the Officer's employment with the Company, except
with the prior written consent of the Company or as otherwise required by law or
legal process. In no event shall any asserted violation of the provisions of
this subsection constitute a basis for deferring or withholding any
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amounts otherwise payable to the Officer under this Agreement. Any provision of
any other agreement between the Officer and Interstate Energy Corporation or
Interstate Power Company relating to noncompetition and nondisclosure of
information is null and void and of no further effect.
5. Attorney's Fees. The Company agrees to reimburse the Officer for his
reasonable legal fees and expenses incurred in good faith by Officer in the
preparation and review of this agreement and as the result of any dispute with
the Company regarding the payment of any benefit provided for in this Agreement
(including but not limited to all such fees and expenses incurred in disputing
any termination or in seeking in good faith to obtain or enforce any benefit or
right provided by this Agreement or in connection with any tax audit or
proceeding to the extent attributable to the application of section 499 of the
Code) plus in each case interest on any delayed payment at the applicable
Federal rate in Section 7872(f)(2)(A) of the Code. Such payments shall, in the
aggregate, not exceed Ten Thousand Dollars ($10,000) and shall be made within
ten (10) business days after delivery of the Officer's written request for such
reimbursement in accordance with established Company procedures for the
reimbursement of business expenses.
6. Release and Covenants.
a. Officer, on behalf of himself, his spouse, heirs, executors,
administrators, agents, successors, assigns and representatives of any kind
(hereinafter collectively referred to as the "Releasors") confirm that Releasors
have released the Interstate Energy Corporation and each of its subsidiaries and
affiliates, the employees, successors, assigns, executors, trustees, directors,
advisors, agents and representatives of Interstate Energy Corporation and each
subsidiary or affiliate, and all their respective predecessors and successors
(hereinafter collectively referred to as the "Releasees"), from any and all
actions, causes of action, charges, debts, liabilities, accounts, demands,
damages and claims of any kind whatsoever including, but not limited to, those
arising out of the changes in the terms and conditions of Officer's relationship
with the Company described in this Agreement and those arising under any labor,
employment discrimination (including, without limitation, the Age Discrimination
in Employment Act of 1967, as amended, Title VII of the Civil Rights of Act of
1964, as amended, applicable State fair employment legislation), contract or
tort laws, equity or public policy, or negligence standard, whether known or
unknown, certain or speculative, which against any of the Releasees, any of the
Releasors ever had, now has, or hereafter shall have or can have. Officer
further covenants that he will not initiate any action, claim or proceeding
against any of the Releasees for any of the foregoing, will not participate,
assist, or cooperate in any such action, claim, or proceeding unless required to
do so by law, and will not apply for employment with the Company at any time.
Officer acknowledges that the considerations contained in this Agreement fully
compensate him for the release provided in this Section.
b. Notwithstanding the foregoing, this Agreement does not waive
rights, if any, Officer or his successors and assigns may have under or pursuant
to, or release any member of Releasees from obligations, if any, it may have to
Officer or to Officer's
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successors and assigns on claims arising out of, related to or asserted under or
pursuant to, this Agreement or any indemnity agreement or obligation contained
in or adopted or acquired pursuant to any provision of the charter or by-laws of
Interstate Energy Corporation, a Wisconsin corporation, or Interstate Power
Company, a Delaware corporation, or in any applicable insurance policy carried
by the Company or its affiliates for any matter which has arisen, or which
arises or which may arise in the future in connection with Officer's employment
with the Company.
c. In accordance with the requirements of Title II of the Older
Workers Benefit Protection Act (P. L. 101-433, 10/16/90), Officer hereby
acknowledges that he has at least twenty-one (21) days to review this Agreement
from the date he first received it and he has been advised to review it with an
attorney of his choice. Officer further understands that the twenty-one (21) day
review period ends when Officer signs this Agreement. Officer also has seven (7)
days after signing this Agreement to revoke by so notifying the Company in
writing. Any revocation by Officer under this Section 6(c), however, does not
revoke the resignations provided under Section 1 and Officer's resignation from
employment with the Company shall remain in effect as set forth therein. Officer
further acknowledges that he has carefully read this Agreement, knows and
understands the contents thereof and its binding legal effect. Officer signs the
same of his own free will and act, and it is his intention that he be legally
bound thereby.
d. Officer agrees to keep this Agreement confidential and not to
reveal its contents to anyone other than his attorney, financial consultant,
immediate family members, and representatives of any governmental tax agency.
The provisions of this Section 6(d) shall not apply to any truthful statement
required to be made by Officer in any legal proceeding or government or
regulatory investigation; provided, however, that prior to making such statement
(other than to tax authorities), Officer will give the Company reasonable notice
and, to the extent he is legally entitled to do so, afford the Company the
ability to seek a confidentiality order.
7. Severability. In the event any one or more of the terms of this
Agreement shall for any reason be held to be invalid, illegal or unenforceable,
the remaining terms of this Agreement shall be unimpaired, and the invalid,
illegal or unenforceable term shall be replaced by a term, which, being valid,
legal and enforceable, comes closest to the intention of the parties underlying
the invalid, illegal or unenforceable terms. However, in the event that any such
term of this Agreement is adjudged by a court of competent jurisdiction to be
invalid, illegal or unenforceable, but that the other terms are adjudged to be
valid, legal and enforceable if such invalid, illegal or unenforceable term were
deleted or modified, then this Agreement shall apply with only such deletions or
modifications, or both, as the case may be, as are necessary to permit the
remaining separate terms to be valid, legal and enforceable.
8. Company Property. Officer shall, not later than March 1, 1999, deliver
to the Company the original and all copies of all documents, records, electronic
files, and property of any nature whatsoever which are in Officer's possession
or control and which are the property of the Company or which relate to the
business activities, facilities, or customers
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of the Company, its subsidiaries, or its affiliates, including any records,
documents or property created by Officer and, where such records may be
maintained on hard disk files on computers owned by Officer, such files shall be
purged and eliminated; provided, however, Officer shall be provided access to
information and material appropriate to fulfillment of his duties as described
in Section 1, above. To the extent Company property is in possession or control
of the Officer on his Retirement Date it shall then be similarly returned or
purged, as described above.
9. Governing Law and Dispute Resolution. Except with regard to subsection
(b) of Section 6, this Agreement shall be governed by the substantive laws of
the State of Iowa without regard to its conflict of laws provisions. The parties
agree that any proceeding to resolve any dispute arising hereunder will be
brought only in the courts of the State of Iowa or in the courts of the United
States of America for the District of Iowa, and that each party irrevocably
submits to such jurisdiction, and hereby waives any and all objections as to
venue, inconvenient forum and the like. It is the intention of the parties
hereto, however, that to the extent practicable, the parties will endeavor to
settle any dispute arising hereunder first through the process of non-binding
mediation to be conducted in Madison, Wisconsin. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns. Section 6(b) shall be governed by
the laws of the State of Delaware, as to Interstate Power Company, and the State
of Wisconsin, as to Interstate Energy Corporation.
10. Successors. This Agreement is personal to the Officer and shall not
be assignable by the Officer. This Agreement shall inure to the benefit of and
be enforceable by the Officer's legal representatives. This Agreement shall
inure to the benefit of and be binding upon the Company and its successors and
assigns. The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
have been required to perform it if no such succession had taken place. As used
in this Agreement, "Company" shall mean both the Company as defined above and
any such successor that assumes and agrees to perform this Agreement, by
operation of law or otherwise.
INTERSTATE ENERGY CORPORATION
/s/ Erroll B. Davis
Erroll B. Davis, Jr., President and CEO
/s/ Richard R. Ewers
Richard R. Ewers, Officer
EXHIBIT 10.47
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement (this "Agreement") is entered into as of
November 18, 1998, by and among McLeodUSA Incorporated, a Delaware corporation
(the "Company"); IES Investments Inc., an Iowa corporation ("IES"); Clark E.
McLeod ("McLeod"); Mary E. McLeod (together with McLeod, the "McLeods"); and
Richard A. Lumpkin ("Lumpkin") and each of the former shareholders of
Consolidated Communications Inc. ("CCI") and certain permitted transferees of
the former CCI shareholders in each case who are listed in Schedule I hereto
(the "CCI Shareholders"). IES, the McLeods, Lumpkin and the CCI Shareholders are
referred to herein collectively as the "Principal Stockholders" and individually
as a "Principal Stockholder."
WHEREAS, the Company, the Principal Stockholders and certain other
stockholders are parties to a Stockholders' Agreement entered into as of June
14, 1997, as amended on September 19, 1997 (the "Original Stockholders'
Agreement");
WHEREAS, Section 3 of the Original Stockholders' Agreement has expired in
accordance with its terms and certain other provisions thereof will expire in
accordance with their terms; and
WHEREAS, the Company and the Principal Stockholders deem it to be in the
best interests of the Company and its stockholders to enter into a new agreement
to continue to provide for the continuity and stability of the business and
policies of the Company on the terms and conditions hereinafter set forth;
NOW, THEREFORE, for and in consideration of the foregoing and of the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:
1. VOTING AGREEMENT
1.1 Board of Directors
For the period commencing on the Voting Agreement Effective Date (as
defined in Section 1.2) and ending on the Expiration Date (as defined in Section
1.2), each Principal Stockholder, for so long as such Principal Stockholder
beneficially and continuously owns at least four million (4,000,000) shares of
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Company's Class A common stock, $.01 par value per share (the "Class A Common
Stock"), subject to adjustment pursuant to Section 5.1, shall take or cause to
be taken all such action within their respective power and authority as may be
required:
(a) to establish and maintain the authorized size of the Board
of Directors of the Company (the "Board of Directors" or
the "Board") at up to eleven (11) directors;
(b) to cause to be elected to the Board one (1) director
designated by IES, for so long as IES beneficially and
continuously owns at least four million (4,000,000) shares
of the Class A Common Stock (subject to adjustment pursuant
to Section 5.1);
(c) to cause Lumpkin to be elected to the Board, for so long as
Lumpkin and the CCI Shareholders collectively beneficially
and continuously own at least four million (4,000,000)
shares of the Class A Common Stock (subject to adjustment
pursuant to Section 5.1);
(d) to cause to be elected to the Board three (3) directors who
are executive officers of the Company designated by McLeod,
for so long as the McLeods collectively beneficially and
continuously own at least four million (4,000,000) shares
of the Class A Common Stock (subject to adjustment pursuant
to Section 5.1);
(e) to cause to be elected to the Board a director or directors
nominated by the Board to replace a director or directors
designated pursuant to paragraphs (b) through (d) above
upon the earlier to occur of such designated director's or
directors' resignation (and the acceptance of such
resignation by the Board) and the expiration of such
director's or directors' term as a result of any party or
parties identified in paragraphs (b) through (d) above no
longer beneficially owning at least four million
(4,000,000) shares
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of the Class A Common Stock (subject to adjustment pursuant
to Section 5.1) at any time during the period commencing on
the Voting Agreement Effective Date and ending on the
Expiration Date; it being understood that within three (3)
business days following such time as the party or parties
identified in paragraphs (b) through (d) above no longer
beneficially and continuously own at least four million
(4,000,000) shares of the Class A Common Stock (subject to
adjustment pursuant to Section 5.1) during such period,
such party or parties shall use its or their respective
best efforts to cause the director or directors designated
by such party or parties to tender their immediate
resignation to the Board which the Board may accept or
reject; and
(f) to cause to be elected to the Board, if and as nominated by
the Board, up to six (6) non-employee directors;
provided, however, notwithstanding any other provision of this Agreement, if any
Principal Stockholder hereto would not be entitled to have a director elected to
the Board with respect to such Principal Stockholder under the Original
Stockholders' Agreement but would be entitled to have a director elected to the
Board with respect to such Principal Stockholder pursuant to Section 1.1 of this
Agreement except that the Voting Agreement Effective Date hereunder has not
occurred, then this Agreement shall be applied with respect to the election of
the director of such Principal Stockholder as if the Voting Agreement Effective
Date has occurred and each party hereto shall act under this Agreement to cause
the election of the director of such Principal Stockholder.
The parties hereto agree that Section 1.1 and Section 1.2 of the Original
Stockholders' Agreement shall terminate and be of no force or effect with
respect to the rights and obligations of the parties hereto amongst each other
as of the Voting Agreement Effective Date. For purposes of Section 1.1, Lumpkin
and all of the CCI Shareholders shall be deemed to be a single Principal
Stockholder, and a CCI Shareholder shall be deemed to own shares "continuously"
as long as the shares of such CCI Shareholder are owned by such CCI Shareholder
or by a CCI Permitted Transferee (as defined in Section 3.1).
1.2 Definitions
For purposes of this Agreement, the following terms have the meanings
indicated:
(a) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) A person shall be deemed the "Beneficial Owner" of and shall
be deemed to "beneficially own" any securities:
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(i) which such person or any of such person's Affiliates
or Associates, directly or indirectly, has the right
to acquire (whether such right is exercisable
immediately or only after the passage of time)
pursuant to any agreement, arrangement or
understanding (whether or not in writing), or upon
the exercise of conversion rights, exchange rights,
other rights, warrants or options, or otherwise;
(ii) which such person or any of such person's Affiliates
or Associates, directly or indirectly, has the right
to vote or dispose of or has "beneficial ownership"
of (as determined pursuant to Rule 13d-3 under the
Exchange Act), including pursuant to any agreement,
arrangement or understanding, whether or not in
writing; or
(iii) which are beneficially owned, directly or
indirectly, by any other person (or any Affiliate or
Associate thereof) with which such person or any of
such person's Affiliates or Associates has any
agreement, arrangement or understanding (whether or
not in writing), for the purpose of acquiring,
holding, voting or disposing of any voting
securities of the Company.
For purposes of the definition of "Beneficial Owner" and
"beneficially own," the terms "agreement," "arrangement"
and "understanding" shall not include this Agreement or the
Original Stockholders' Agreement.
(c) "Expiration Date" shall mean December 31, 2001.
(d) "Voting Agreement Effective Date" shall mean the date which
falls on the earliest to occur of (i) the termination of the
Original Stockholders' Agreement, (ii) the expiration of Section
1.1 of the Original Stockholders' Agreement in accordance with its
terms and (iii) MWR Investments Inc. ("MWR") no longer being
entitled to have a director designated by MWR elected to the Board
in accordance with the terms and conditions of Section 1.1 of the
Original Stockholders' Agreement.
2. STANDSTILL
IES hereby agrees that, prior to the Expiration Date, neither IES nor any
Affiliate of IES will (and IES will not assist or encourage others to), directly
or
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indirectly, acquire or agree, offer, seek or propose to acquire, or cause to be
acquired, ownership (including, but not limited to, beneficial ownership) of any
securities issued by the Company or any of its subsidiaries, or any rights or
options to acquire such ownership (including from a third party), except (a) to
the extent expressly set forth in this Agreement, (b) as consented prior thereto
in writing by the Board of Directors, (c) upon conversion of any Class B common
stock, $.01 par value per share, of the Company into Class A Common Stock
pursuant to the terms thereof, (d) with respect to transfers of equity
securities between or among IES and IES's wholly owned subsidiaries, parent
corporation, or other wholly owned subsidiaries of such parent corporation, or
(e) with respect to the grant, vesting or exercise of stock options.
3. TRANSFERS OF SECURITIES
3.1 Restrictions on Transfers
(a) Except as otherwise provided in this Section 3.1 or Section 3.2, each
Principal Stockholder hereby severally agrees that until the Expiration Date,
such Principal Stockholder will not offer, sell, contract to sell, grant any
option to purchase, or otherwise dispose of, directly or indirectly,
("Transfer"), any equity securities of the Company or any other securities
convertible into or exercisable for such equity securities ("Securities")
beneficially owned by such Principal Stockholder without submitting a written
request to, and receiving the prior written consent of, the Board of Directors,
provided, however, that any CCI Shareholder may transfer Securities to any other
CCI Shareholder, the spouse of a CCI Shareholder, or a lineal descendant of a
CCI Shareholder (or a trust for the primary benefit of any one or more of a CCI
Shareholder, the spouse of a CCI Shareholder, or a lineal descendant of a CCI
Shareholder or a partnership or limited liability company owned and managed
solely by one or more CCI Shareholders, spouses of CCI Shareholders and lineal
descendants of CCI Shareholders), or, in the case of a CCI Shareholder that is a
trust, to any beneficiary of such trust (or a trust for the primary benefit of
such beneficiary or a partnership or limited liability company owned and managed
solely by one or more CCI Shareholders, spouses of CCI Shareholders and lineal
descendants of CCI Shareholders), in each case provided that (i) such transfer
is done in accordance with the transfer restrictions applicable to such
Securities under federal and state securities laws and (ii) the transferee
agrees to be bound by the terms hereof as a Principal Stockholder with respect
to the shares being transferred pursuant to this Section, and any such transfer
shall not constitute a "Transfer" for purposes of this Agreement (any such CCI
transferee pursuant to this proviso, a "CCI Permitted Transferee"). In the event
that the Board of Directors consents to any Transfer of Securities by a
Principal Stockholder pursuant to the written request of such Principal
Stockholder (a "Transferring Stockholder") and except as otherwise provided in
Section 3.1(b) and Section 3.2, each other Principal Stockholder shall,
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notwithstanding the provisions of this Section 3.1(a), have the right to
Transfer a percentage of the total number of Securities beneficially owned by
such Principal Stockholder equal to the percentage of the total number of
Securities beneficially owned by the Transferring Stockholder that the Board of
Directors has consented may be Transferred by such Transferring Stockholder. The
parties acknowledge that any Transfer pursuant to this Section 3.1(a) to which
the Board of Directors has consented may be in connection with, or as part of, a
private placement by the Company of, or other transaction involving, its
Securities.
(b) In addition to the provisions of Section 3.1(a), commencing for the
quarter ending December 31, 1998 and ending on the Expiration Date, the Board
shall determine prior to the public release of the Company's consolidated
financial results with respect to the end of each financial reporting quarter,
the aggregate number, if any, of shares of Class A Common Stock (not to exceed
in the aggregate one hundred fifty thousand (150,000) shares of Class A Common
Stock per quarter, subject to adjustment pursuant to Section 5.1) that may be
Transferred by the Principal Stockholders (the "Transfer Amount") during the
period commencing on the third (3rd) business day and ending on the twenty-third
(23rd) business day following such public release of the Company's quarterly or
annual financial results or such other trading period designated or permitted by
the Board with respect to the purchase and sale of its Securities (each such
period, a "Transfer Period"). Notwithstanding the provisions of Section 3.1(a),
each Principal Stockholder shall be entitled to Transfer during each Transfer
Period, provided such Transfer is effected in accordance with all applicable
federal and state securities laws, a number of shares of Class A Common Stock
equal to thirty-three and one-third percent (33 1/3%) of the Transfer Amount, if
any, for such Transfer Period (rounding down in the case of any fractional
amount). Any portion of any Principal Stockholder's share of the Transfer Amount
that such Principal Stockholder elects not to transfer during a Transfer Period
shall be reallocated equally among the remaining Principal Stockholders who
intend to Transfer shares of Class A Common Stock during such Transfer Period,
and such remaining Principal Stockholders shall be entitled to Transfer such
additional shares of Class A Common Stock during the Transfer Period, provided
such Transfer is effected in accordance with all applicable federal and state
securities laws. In no event shall any portion of a Transfer Amount that is not
utilized by a Principal Stockholder during a Transfer Period be reallocated or
otherwise credited to any subsequent Transfer Periods. The parties acknowledge
that the Company has determined that the Transfer Amount that may be Transferred
by the Principal Stockholders during the Transfer Period for the quarter ended
September 30, 1998 pursuant to this Section 3.1(b) shall be an aggregate of one
hundred fifty thousand (150,000) shares of Class A Common Stock.
(c) Commencing for the quarter ending December 31, 1998 and ending on the
Expiration Date, the Company shall give each Principal Stockholder prompt
written notice (in any event no later than fifty (50) days prior to the
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beginning of the applicable Transfer Period) of its determination of any
Transfer Amount. Within seven (7) days of receipt of such notice, any Principal
Stockholder that desires to Transfer shares of Class A Common Stock during such
Transfer Period pursuant to Section 3.1(b) shall provide written notice to the
Company of the number of shares such Principal Stockholder desires to Transfer.
Not later than seven (7) days after receipt of such responses, the Company shall
notify all remaining Principal Stockholders of any Principal Stockholder's
election not to Transfer the total number of shares of Class A Common Stock that
such Principal Stockholder is entitled to Transfer during such Transfer Period.
Any Principal Stockholder that desires to Transfer additional shares of Class A
Common Stock equal to all or part of the remaining Transfer Amount shall notify
the Company within seven (7) days of receipt of the Company's second notice. The
Company shall allocate the remaining Transfer Amount in accordance with the
provisions of Section 3.1(b) and shall notify the appropriate Principal
Stockholders of such allocation no later than ten (10) days prior to the
beginning of the Transfer Period.
(d) For purposes of this Section 3.1, Lumpkin and all of the CCI
Shareholders shall be deemed to be a single Principal Stockholder.
3.2 Registration Rights
(a) In the event that the Board of Directors consents pursuant to Section
3.1(a) to a Principal Stockholder's request for a Transfer and in connection
therewith, the Company agrees to register Securities with respect to such
Transfer under the Securities Act of 1933, as amended (the "Securities Act"),
the Company shall grant each other Principal Stockholder the opportunity
(subject to reduction in the event the registered Transfer is underwritten) to
register for Transfer under the Securities Act a percentage of the total number
of Securities beneficially owned by such Principal Stockholder equal to the
percentage of the total number of Securities beneficially owned by the
Transferring Stockholder that such Transferring Stockholder is registering for
Transfer under the Securities Act, on the same terms and conditions as the
Transferring Stockholder (each Principal Stockholder registering, or indicating
a desire to register, any Securities for Transfer under the Securities Act
pursuant to this Section 3.2 being a "Registering Transferor").
(b) To the extent that the Company grants pursuant to Section 3.1(b) a
Principal Stockholder the opportunity to register shares of Class A Common Stock
for Transfer under the Securities Act, the Company shall grant each other
Principal Stockholder the opportunity (subject to reduction in the event the
registered Transfer is underwritten) to register an equal number of shares of
Class A Common Stock for Transfer under the Securities Act on the same terms and
conditions.
(c) In the event the Company proposes to register any shares of Class A
Common Stock under the Securities Act pursuant to an underwritten
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primary offering (other than pursuant to a registration statement on Form S-4 or
Form S-8 or any successor forms thereto or other form which would not permit the
inclusion of the shares of Class A Common Stock of the Principal Stockholders),
the Company, as determined by the Board of Directors, shall give written notice
to all Principal Stockholders of its intention to effect such a registration.
Following any such notice, the Board of Directors shall undertake to determine
the aggregate number, if any, of shares of Class A Common Stock held by the
Principal Stockholders (not to exceed in the aggregate on a per year basis a
number of shares of Class A Common Stock equal to fifteen percent (15%) of the
total number of shares of Class A Common Stock beneficially owned by the
Principal Stockholders as of December 31, 1998, subject to adjustment pursuant
to Section 5.1) to be registered by the Company under the Securities Act (the
"Registrable Amount") for Transfer by the Principal Stockholders in connection
with such offering. If the Board determines to register shares of Class A Common
Stock held by the Principal Stockholders pursuant to this Section 3.2(c), the
Company will promptly give written notice of such determination to all Principal
Stockholders, and thereupon the Company will use commercially reasonable efforts
to effect the registration of that portion of the Registrable Amount that the
Registering Transferors indicate a desire to register. In the event the
Registering Transferors indicate a desire to register a number of shares of
Class A Common Stock that, in the aggregate, exceeds the Registrable Amount, the
number of shares of Class A Common Stock that each Registering Transferor shall
be entitled to register shall be reduced to the extent such number exceeds such
Registering Transferor's pro rata share of the Registrable Amount based upon the
ratio of the total number of Securities beneficially owned by such Registering
Transferor to the total number of Securities beneficially owned by all Principal
Shareholders. To the extent any portion of the Registrable Amount remains
unallocated after such reductions, each Registering Transferor who has indicated
a desire to register additional shares of Class A Common Stock shall be entitled
to register an additional amount of Class A Common Stock equal to such
Registering Transferor's pro rata portion of the remaining Registrable Amount
based upon the ratio of the total number of Securities beneficially owned by
such Registering Transferor to the total number of Securities beneficially owned
by all Registering Transferors who have indicated a desire to register
additional shares of Class A Common Stock. The reallocation procedure described
in the preceding sentence shall be repeated until the entire Registrable Amount
is allocated. All terms, conditions and rights with respect to such registration
(including but not limited to any determination to reduce the Registrable
Amount) shall be determined by the Board, provided that (i) the representations
and warranties of a Principal Stockholder shall be customary taking into
account, among other things, the nature of the offering and such Principal
Stockholder's relationship with the Company, and (ii) the Company shall be
responsible for all expenses with respect to such registration other than
underwriting discounts and commissions allocable to the Class A Common Stock of
the Registering Transferors, which underwriting discounts and commissions shall
be the responsibility of the Registering Transferors.
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(d) In addition to the registration rights granted pursuant to Sections
3.2(a), (b) and (c), no more frequently than once during each of the calendar
years ending December 31, 1999, 2000 and 2001 (each such year, an "Annual
Period"), and upon either (i) the receipt of a written request of one or more
Principal Stockholders or (ii) a determination by the Board of Directors, the
Board shall undertake to determine the Registrable Amount, if any, for Transfer
by the Principal Stockholders. If the Board determines to register shares of
Class A Common Stock held by the Principal Stockholders pursuant to this Section
3.2(d), the Company will promptly give written notice of such determination to
all Principal Stockholders, and thereupon the Company will use commercially
reasonable efforts to effect the registration of that portion of the Registrable
Amount that the Registering Transferors indicate a desire to register. In the
event the Registering Transferors indicate a desire to register a number of
shares of Class A Common Stock that, in the aggregate, exceeds the Registrable
Amount, the number of shares of Class A Common Stock that each Registering
Transferor shall be entitled to register shall be reduced to the extent such
number exceeds such Registering Transferor's pro rata share of the Registrable
Amount based upon the ratio of the total number of Securities beneficially owned
by such Registering Transferor to the total number of Securities beneficially
owned by all Principal Stockholders. To the extent any portion of the
Registrable Amount remains unallocated after such reductions, each Registering
Transferor who has indicated a desire to register additional shares of Class A
Common Stock shall be entitled to register an additional amount of Class A
Common Stock equal to such Registering Transferor's pro rata portion of the
remaining Registrable Amount based upon the ratio of the total number of
Securities beneficially owned by such Registering Transferor to the total number
of Securities beneficially owned by all Registering Transferors who have
indicated a desire to register additional shares of Class A Common Stock. The
reallocation procedure described in the preceding sentence shall be repeated
until the entire Registrable Amount is allocated. All terms, conditions and
rights with respect to such registration (including but not limited to any
determination to reduce the Registrable Amount) shall be determined by the
Board, provided that (i) the representations and warranties of a Principal
Stockholder shall be customary taking into account, among other things, the
nature of the offering and such Principal Stockholder's relationship with the
Company, and (ii) the Company shall be responsible for all expenses with respect
to such registration other than underwriting discounts and commissions, which
underwriting discounts and commissions shall be the responsibility of the
Registering Transferors.
(e) If the Board establishes a committee (a "Pricing Committee") to
authorize and approve the price and any other terms of any Transfer of
Securities registered under the Securities Act pursuant to this Section 3.2 in
which Lumpkin or any CCI Shareholder is participating as a Registering
Transferor, the Company will use its best efforts to cause Lumpkin to be
nominated to such Pricing
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Committee. Notwithstanding any other provision of this Agreement, to the extent
the Company has undertaken to register Securities of the Principal Stockholders
pursuant to this Section 3.2, the Company may subsequently determine not to
register such Securities and may either not file a registration statement or
otherwise withdraw or abandon a registration statement previously filed with
respect to the registration of such Securities.
(f) For purposes of this Section 3.2, Lumpkin and all of the CCI
Shareholders shall be deemed to be a single Principal Stockholder.
4. REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of Non-individual Stockholders
Each non-individual Principal Stockholder hereby represents and warrants,
as of the date of this Agreement, to the Company and to each other Principal
Stockholder as follows:
4.1.1 Authorization
Such Principal Stockholder has taken all action necessary for it to enter
into this Agreement and to consummate the transactions contemplated hereby.
4.1.2 Binding Obligation
This Agreement constitutes a valid and binding obligation of such
Principal Stockholder, enforceable in accordance with its terms, except to the
extent that such enforceability may be limited by bankruptcy, insolvency, and
similar laws affecting the rights and remedies of creditors generally, and by
general principles of equity and public policy; and each document and instrument
to be executed by such Principal Stockholder pursuant hereto, when executed and
delivered in accordance with the provisions hereof, shall be a valid and binding
obligation of such Principal Stockholder, enforceable in accordance with its
terms (with the aforesaid exceptions).
4.2 Representations and Warranties of Individual Stockholders
Each Principal Stockholder who is an individual hereby represents and
warrants, as of the date of this Agreement, to the Company and to each other
Principal Stockholder as follows:
-10-
<PAGE>
4.2.1 Power and Authority
Such Principal Stockholder has the legal capacity and all other necessary
power and authority necessary to enter into this Agreement and to consummate the
transactions contemplated hereby.
4.2.2 Binding Obligation
This Agreement constitutes a valid and binding obligation of such
Principal Stockholder, enforceable in accordance with its terms, except to the
extent that such enforceability may be limited by bankruptcy, insolvency, and
similar laws affecting the rights and remedies of creditors generally, and by
general principles of equity and public policy; and each document and instrument
to be executed by such Principal Stockholder pursuant hereto, when executed and
delivered in accordance with the provisions hereof, shall be a valid and binding
obligation of such Principal Stockholder, enforceable in accordance with its
terms (with the aforesaid exceptions).
4.3 Representations and Warranties of the Company
The Company hereby represents and warrants, as of the date of this
Agreement, to each Principal Stockholder as follows:
4.3.1 Authorization
The Company has taken all corporate action necessary for it to enter into
this Agreement and to consummate the transactions contemplated hereby.
4.3.2 Binding Obligation
This Agreement constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms, except to the extent that such
enforceability may be limited by bankruptcy, insolvency, and similar laws
affecting the rights and remedies of creditors generally, and by general
principles of equity and public policy; and each document and instrument to be
executed by the Company pursuant hereto, when executed and delivered in
accordance with the provisions hereof, shall be a valid and binding obligation
of the Company, enforceable in accordance with its terms (with the aforesaid
exceptions).
5. MISCELLANEOUS
5.1 Effect of Changes in Capitalization
All share amounts of the Company's capital stock referred to in this
Agreement shall be appropriately and proportionally adjusted for any
-11-
<PAGE>
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Company, occurring after the date of this Agreement.
5.2 Additional Actions and Documents
Each of the parties hereto hereby agrees to take or cause to be taken
such further actions, to execute, deliver and file or cause to be executed,
delivered and filed such further documents and instruments, and to obtain such
consents, as may be necessary or as may be reasonably requested in order to
fully effectuate the purposes, terms and conditions of this Agreement, whether
before, at or after the effective time of this Agreement.
5.3 Entire Agreement; Amendment
This Agreement constitutes the entire agreement among the parties hereto
as of the date hereof with respect to the matters contemplated herein, except
with respect to Sections 1.1, 1.2.1, 1.2.2, 1.2.3 and to the extent applicable
Section 1.2.4 of the Original Stockholders' Agreement which Sections shall be
superseded on the terms contemplated hereby with respect to the rights and
obligations of the parties hereto amongst each other as of the Voting Agreement
Effective Date. No amendment, modification or discharge of this Agreement shall
be valid or binding unless set forth in writing and duly executed by the party
against whom enforcement of the amendment, modification, or discharge is sought.
5.4 Limitation on Benefit
It is the explicit intention of the parties hereto that no person or
entity other than the parties hereto is or shall be entitled to bring any action
to enforce any provision of this Agreement against any of the parties hereto,
and the covenants, undertakings and agreements set forth in this Agreement shall
be solely for the benefit of, and shall be enforceable only by, the parties
hereto or their respective successors, heirs, executors, administrators, legal
representatives and permitted assigns.
5.5 Binding Effect; Specific Performance
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors, heirs, executors,
administrators, legal representatives and permitted assigns. No party shall
assign this Agreement without the written consent of the other parties hereto;
and such consent shall not be unreasonably withheld. The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance
-12-
<PAGE>
with the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or in
equity.
5.6 Governing Law
This Agreement, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto, shall be governed by and construed in
accordance with the laws of Delaware (excluding the choice of law rules
thereof).
5.7 Notices
All notices, demands, requests, or other communications which may be or
are required to be given, served, or sent by any party to any other party
pursuant to this Agreement shall be in writing and shall be hand-delivered or
mailed by first-class, registered or certified mail, return receipt requested,
postage prepaid, or transmitted by telegram, telecopy, facsimile transmission or
telex, addressed as follows:
(i) If to the Company or to the McLeods:
McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, SW, P.O. Box 3177
Cedar Rapids, IA 52406-3177
Attention: Randall Rings
Facsimile: (319) 298-7901
(ii) If to IES:
IES Investments Inc.
200 1st Street SE
Cedar Rapids, IA 52401
Attention: James E. Hoffman
Facsimile: (319) 398-4204
(iii) If to Lumpkin or any CCI Shareholder:
P.O. Box 1234
Mattoon, IL 61938
Attention: Richard A. Lumpkin
Facsimile: (217) 234-9934
-13-
<PAGE>
with a copy to :
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
Attention: David R. Hodgman, Esq.
Facsimile: (312) 258-5600
Each party may designate by notice in writing a new address to which any
notice, demand, request or communication may thereafter be so given, served or
sent. Each notice, demand, request, or communication which shall be
hand-delivered, mailed, transmitted, telecopied or telexed in the manner
described above, or which shall be delivered to a telegraph company, shall be
deemed sufficiently given, served, sent, received or delivered for all purposes
at such time as it is delivered to the addressee (with the return receipt, the
delivery receipt, or the answerback being deemed conclusive, but not exclusive,
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation.
5.8 Termination
Notwithstanding any other provision of this Agreement, if during any
Annual Period the Board of Directors has not provided a Principal Stockholder a
reasonable opportunity to Transfer Securities pursuant to Section 3.2 or
consented to the written request of such Principal Stockholder or otherwise
provided such Principal Stockholder a reasonable opportunity to Transfer (other
than a transfer by a CCI Shareholder to a CCI Permitted Transferee) pursuant to
Section 3.1(a) an aggregate number of shares of Class A Common Stock equal to
not less than fifteen percent (15%) of the total number of shares of Class A
Common Stock beneficially owned by such Principal Stockholder as of December 31,
1998, subject to adjustment pursuant to Section 5.1, then such Principal
Stockholder may terminate this Agreement as it applies to such terminating party
by providing written notice of termination to all other parties no later than
ten (10) business days following the end of such Annual Period, such that all
rights and obligations hereunder shall cease, and this Agreement shall be of no
further force or effect, with respect to the terminating party. Unless otherwise
previously terminated by the Principal Stockholders pursuant to this Section
5.8, this Agreement shall terminate on the Expiration Date. For purposes of this
Section 5.8, Lumpkin and all of the CCI Shareholders shall be deemed to be a
single Principal Stockholder.
5.9 Publicity
Each of the Principal Stockholders will use its reasonable best efforts
to consult with the Company prior to issuing any press release, making any
filing
-14-
<PAGE>
with any governmental entity or national securities exchange or making any other
public dissemination of information by such Principal Stockholder within which
this Agreement or the contents hereof are referenced or described.
5.10 Appointment of Representative
Each of the CCI Shareholders hereby appoints Lumpkin, with power of
substitution, as its exclusive agent to act on its behalf with respect to any
and all actions to be taken under or amendments or modifications to be made to
this Agreement (the "Representative"). The Representative shall take, and the
CCI Shareholders agree that the Representative shall take, any and all actions
which the Representative believes are necessary or advisable under this
Agreement for and on behalf of each of the CCI Shareholders, as fully as if each
of the CCI Shareholders were acting on its own behalf, including, without
limitation, dealing with the Company and the other parties hereto with respect
to all matters arising under this Agreement, entering into any amendment or
modification to this Agreement deemed advisable by the Representative and taking
any and all other actions specified in or contemplated by this Agreement. The
Company and the other parties hereto shall have the right to rely upon all
actions taken or not taken by the Representative pursuant to this Agreement, all
of which actions or omissions shall be legally binding upon each of the CCI
Shareholders.
5.11 Execution in Counterparts
To facilitate execution, this Agreement may be executed in as many
counterparts as may be required; and it shall not be necessary that the
signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
-15-
<PAGE>
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement, or have caused this Agreement to be duly executed and delivered on
their behalf, as of the day and year first hereinabove set forth.
MCLEODUSA INCORPORATED IES INVESTMENTS INC.
By: /s/ J. Lyle Patrick By: /s/ James E. Hoffman
Name: J. Lyle Patrick Name: James E. Hoffman
Title: Group Vice President, Title: President
Chief Financial Officer and
Treasurer
/s/ Clark E. McLeod /s/ Mary E. McLeod
Clark E. McLeod Mary E. McLeod
/s/ Richard A. Lumpkin /s/ Gail G. Lumpkin
Richard A. Lumpkin Gail G. Lumpkin
Margaret Lumpkin Keon Trust Mary Lee Sparks Trust
dated May 13, 1978 dated May 13, 1978
/s/ Margaret Lumpkin Keon /s/ Mary Lee Sparks
Margaret Lumpkin Keon, as Trustee Mary Lee Sparks, as Trustee
/s/ Steve L. Grissom
Steven L. Grissom, as Trustee
/s/ Mary Lee Sparks
Mary Lee Sparks
-16-
<PAGE>
The twelve trusts created under the Mary Green Lumpkin Gallo Trust Agreement
dated December 29, 1989 one for the benefit of each of:
Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne Keon, Margaret
Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon DeWyngaert, Benjamin
Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara
Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks
Bank One, Texas, N.A., Trustee
/s/ Frank A. Glispin
By: Frank A. Glispin, Vice President
The twelve trusts created under the Richard Adamson Lumpkin Grandchildren's
Trust dated September 5, 1980, one for the benefit of each of:
Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne Keon, Margaret
Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon DeWyngaert, Benjamin
Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara
Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks
Bank One, Texas, N.A., Trustee
/s/ Frank A. Glispin
By: Frank A. Glispin, Vice President
-17-
<PAGE>
The three trusts established by Richard Adamson Lumpkin under Trust Agreement
dated February 6, 1970, one for the benefit of each of:
Richard Anthony Lumpkin,
Margaret Anne Keon, and
Mary Lee Sparks
Bank One, Texas, N.A., Trustee
/s/ Frank A. Glispin
By: Frank A. Glispin, Vice President
The twelve 1990 Personal Income Trusts established by Margaret L. Keon, Mary Lee
Sparks, and Richard A. Lumpkin, each dated April 20, 1990, one for the benefit
of each of:
Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne Keon, Margaret
Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon DeWyngaert, Benjamin
Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara
Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks
/s/ David R. Hodgman
David R. Hodgman, Trustee
/s/ Steve L. Grissom
Steven L. Grissom, Trustee
-18-
<PAGE>
SCHEDULE I
Richard A. Lumpkin
Gail G. Lumpkin
Margaret Lumpkin Keon, as Trustee under the Margaret Lumpkin Keon Trust dated
May 13, 1978
Mary Lee Sparks and Steven L. Grissom, as Trustees of the Mary Lee Sparks Trust
dated May 13, 1978
Bank One, Texas, N.A., as Trustee of the twelve trusts created under the Mary
Green Lumpkin Gallo Trust Agreement dated December 29, 1989, one for the benefit
of each of Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne Keon,
Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon DeWyngaert, Benjamin
Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee
Sparks, Christina Louise Sparks, and John Woodruff Sparks
Bank One, Texas, N.A., as Trustee of the twelve trusts created under the Richard
Adamson Lumpkin Grandchildren's Trust dated September 5, 1980, one for the
benefit of each of Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne
Keon, Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon DeWyngaert,
Benjamin Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne Romayne Sparks,
Barbara Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks
Bank One, Texas, N.A., as Trustee of the three trusts established by Richard
Adamson Lumpkin under the Trust Agreement dated February 6, 1970, one for the
benefit of each of Richard Anthony Lumpkin, Margaret Anne Keon, and Mary Lee
Sparks
David R. Hodgman and Steven L. Grissom, as Trustees of the twelve 1990 Personal
Income Trusts established by Margaret L. Keon, Mary Lee Sparks, and Richard A.
Lumpkin, each dated April 20, 1990, one for the benefit of each of Joseph John
Keon III, Katherine Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela
Keon Vitale, Susan Tamara Keon DeWyngaert, Benjamin Iverson Lumpkin, Elizabeth
Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee Sparks, Christina Louise
Sparks, and John Woodruff Sparks
-19-
EXHIBIT 21
INTERSTATE ENERGY CORPORATION
SUBSIDIARIES OF THE REGISTRANT
The following are deemed to be significant subsidiaries of Interstate Energy
Corporation as of December 31, 1998:
Name of Subsidiary State of Incorporation
- ------------------ ----------------------
IES Utilities Inc. Iowa
Wisconsin Power and Light Company Wisconsin
Interstate Power Company Delaware
Alliant Energy Resources, Inc. Wisconsin
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports on the consolidated financial statements of Interstate Energy
Corporation included in this Interstate Energy Corporation Form 10-K into
Interstate Energy Corporation's previously filed Registration Statements on Form
S-8 (Nos. 333-41485 and 333-46735) and Form S-3 (No.
333-26627).
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 29, 1999
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER 31,
1998 FINANCIAL STATEMENTS INCLUDED IN THE INTERSTATE ENERGY CORPORATION'S FORM
10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000352541
<NAME> INTERSTATE ENERGY CORPOPRATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,101,680
<OTHER-PROPERTY-AND-INVEST> 1,024,841
<TOTAL-CURRENT-ASSETS> 387,960
<TOTAL-DEFERRED-CHARGES> 103,172
<OTHER-ASSETS> 341,684
<TOTAL-ASSETS> 4,959,337
<COMMON> 776
<CAPITAL-SURPLUS-PAID-IN> 905,130
<RETAINED-EARNINGS> 700,389 <F1>
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,606,295
24,396
89,102
<LONG-TERM-DEBT-NET> 1,543,131
<SHORT-TERM-NOTES> 51,784
<LONG-TERM-NOTES-PAYABLE> 56,975
<COMMERCIAL-PAPER-OBLIGATIONS> 64,500
<LONG-TERM-DEBT-CURRENT-PORT> 63,414
0
<CAPITAL-LEASE-OBLIGATIONS> 13,755
<LEASES-CURRENT> 11,978
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,434,007
<TOT-CAPITALIZATION-AND-LIAB> 4,959,337
<GROSS-OPERATING-REVENUE> 2,130,874
<INCOME-TAX-EXPENSE> 58,113 <F2>
<OTHER-OPERATING-EXPENSES> 1,847,572
<TOTAL-OPERATING-EXPENSES> 1,847,572 <F2>
<OPERATING-INCOME-LOSS> 283,302
<OTHER-INCOME-NET> 7,548
<INCOME-BEFORE-INTEREST-EXPEN> 290,850
<TOTAL-INTEREST-EXPENSE> 129,363
<NET-INCOME> 103,374
6,699
<EARNINGS-AVAILABLE-FOR-COMM> 96,675
<COMMON-STOCK-DIVIDENDS> 140,679
<TOTAL-INTEREST-ON-BONDS> 95,551
<CASH-FLOW-OPERATIONS> 467,762
<EPS-PRIMARY> 1.26
<EPS-DILUTED> 1.26
<FN>
<F1> Includes $163,017 of Accumulated Other Comprehensive Income.
<F2> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30,
1998 FINANCIAL STATEMENTS OF INTERSTATE ENERGY CORPORATION AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CERTAIN ADJUSTMENTS HAVE
BEEN MADE TO THE PRIOR PERIOD AMOUNTS AS PART OF THE RESTATEMENT TO REFLECT THE
CHANGE IN ACCOUNTING METHOD FOR OIL AND GAS PROPERTIES FROM THE FULL COST METHOD
TO THE SUCCESSFUL EFFORTS METHOD.
</LEGEND>
<RESTATED>
<CIK> 0000352541
<NAME> INTERSTATE ENERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,057,117
<OTHER-PROPERTY-AND-INVEST> 1,074,216
<TOTAL-CURRENT-ASSETS> 364,315
<TOTAL-DEFERRED-CHARGES> 91,771
<OTHER-ASSETS> 326,635
<TOTAL-ASSETS> 4,914,054
<COMMON> 769
<CAPITAL-SURPLUS-PAID-IN> 881,734
<RETAINED-EARNINGS> 752,543 <F1>
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,635,046
24,331
89,102
<LONG-TERM-DEBT-NET> 1,489,369
<SHORT-TERM-NOTES> 36,324
<LONG-TERM-NOTES-PAYABLE> 56,975
<COMMERCIAL-PAPER-OBLIGATIONS> 77,651
<LONG-TERM-DEBT-CURRENT-PORT> 68,985
0
<CAPITAL-LEASE-OBLIGATIONS> 19,338
<LEASES-CURRENT> 13,211
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,403,722
<TOT-CAPITALIZATION-AND-LIAB> 4,914,054
<GROSS-OPERATING-REVENUE> 1,047,295
<INCOME-TAX-EXPENSE> 16,208 <F2>
<OTHER-OPERATING-EXPENSES> 940,788
<TOTAL-OPERATING-EXPENSES> 940,788 <F2>
<OPERATING-INCOME-LOSS> 106,507
<OTHER-INCOME-NET> (4,018)
<INCOME-BEFORE-INTEREST-EXPEN> 102,489
<TOTAL-INTEREST-EXPENSE> 63,155
<NET-INCOME> 23,126
3,349
<EARNINGS-AVAILABLE-FOR-COMM> 19,777
<COMMON-STOCK-DIVIDENDS> 63,649
<TOTAL-INTEREST-ON-BONDS> 92,333
<CASH-FLOW-OPERATIONS> 221,328
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
<FN>
<F1> Includes $215,039 of Accumulated Other Comprehensive Income.
<F2> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1998 FINANCIAL STATEMENTS OF INTERSTATE ENERGY CORPORATION AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CERTAIN ADJUSTMENTS
HAVE BEEN MADE TO THE PRIOR PERIOD AMOUNTS AS PART OF THE RESTATEMENT TO REFLECT
THE POOLING OF INTERESTS TRANSACTION, AND A CHANGE IN ACCOUNTING METHOD FOR OIL
AND GAS PROPERTIES FROM THE FULL COST METHOD TO THE SUCCESSFUL EFFORTS METHOD.
</LEGEND>
<RESTATED>
<CIK> 0000352541
<NAME> INTERSTATE ENERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,071,516
<OTHER-PROPERTY-AND-INVEST> 1,082,362
<TOTAL-CURRENT-ASSETS> 383,214
<TOTAL-DEFERRED-CHARGES> 123,062
<OTHER-ASSETS> 329,032
<TOTAL-ASSETS> 4,989,186
<COMMON> 766
<CAPITAL-SURPLUS-PAID-IN> 872,464
<RETAINED-EARNINGS> 809,067 <F1>
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,682,297
24,298
89,102
<LONG-TERM-DEBT-NET> 1,447,432
<SHORT-TERM-NOTES> 44,524
<LONG-TERM-NOTES-PAYABLE> 56,975
<COMMERCIAL-PAPER-OBLIGATIONS> 44,300
<LONG-TERM-DEBT-CURRENT-PORT> 67,532
0
<CAPITAL-LEASE-OBLIGATIONS> 20,729
<LEASES-CURRENT> 13,129
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,498,868
<TOT-CAPITALIZATION-AND-LIAB> 4,989,186
<GROSS-OPERATING-REVENUE> 556,283
<INCOME-TAX-EXPENSE> 17,787 <F2>
<OTHER-OPERATING-EXPENSES> 482,403
<TOTAL-OPERATING-EXPENSES> 482,403 <F2>
<OPERATING-INCOME-LOSS> 73,880
<OTHER-INCOME-NET> 5,380
<INCOME-BEFORE-INTEREST-EXPEN> 79,260
<TOTAL-INTEREST-EXPENSE> 30,924
<NET-INCOME> 30,549
1,674
<EARNINGS-AVAILABLE-FOR-COMM> 28,875
<COMMON-STOCK-DIVIDENDS> 36,580
<TOTAL-INTEREST-ON-BONDS> 92,370
<CASH-FLOW-OPERATIONS> 182,273
<EPS-PRIMARY> 0.38
<EPS-DILUTED> 0.38
<FN>
<F1> Includes $235,396 of Accumulated Other Comprehensive Income.
<F2> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30,
1997 FINANCIAL STATEMENTS OF INTERSTATE ENERGY CORPORATION AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CERTAIN ADJUSTMENTS HAVE
BEEN MADE TO THE PRIOR PERIOD AMOUNTS AS PART OF THE RESTATEMENT TO REFLECT THE
POOLING OF INTERESTS TRANSACTION, AND A CHANGE IN ACCOUNTING METHOD FOR OIL AND
GAS PROPERTIES FROM THE FULL COST METHOD TO THE SUCCESSFUL EFFORTS METHOD.
</LEGEND>
<RESTATED>
<CIK> 0000352541
<NAME> INTERSTATE ENERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,086,472
<OTHER-PROPERTY-AND-INVEST> 627,880
<TOTAL-CURRENT-ASSETS> 420,725
<TOTAL-DEFERRED-CHARGES> 159,384
<OTHER-ASSETS> 378,050
<TOTAL-ASSETS> 4,672,511
<COMMON> 762
<CAPITAL-SURPLUS-PAID-IN> 861,265
<RETAINED-EARNINGS> 569,458
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,431,485
24,205
89,102
<LONG-TERM-DEBT-NET> 1,358,897
<SHORT-TERM-NOTES> 55,005
<LONG-TERM-NOTES-PAYABLE> 56,975
<COMMERCIAL-PAPER-OBLIGATIONS> 207,200
<LONG-TERM-DEBT-CURRENT-PORT> 74,470
0
<CAPITAL-LEASE-OBLIGATIONS> 13,816
<LEASES-CURRENT> 13,937
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,347,419
<TOT-CAPITALIZATION-AND-LIAB> 4,672,511
<GROSS-OPERATING-REVENUE> 1,157,491
<INCOME-TAX-EXPENSE> 36,116 <F1>
<OTHER-OPERATING-EXPENSES> 1,008,185
<TOTAL-OPERATING-EXPENSES> 1,008,185 <F1>
<OPERATING-INCOME-LOSS> 149,306
<OTHER-INCOME-NET> 7,577
<INCOME-BEFORE-INTEREST-EXPEN> 156,883
<TOTAL-INTEREST-EXPENSE> 56,934
<NET-INCOME> 63,833
3,346
<EARNINGS-AVAILABLE-FOR-COMM> 60,487
<COMMON-STOCK-DIVIDENDS> 72,492
<TOTAL-INTEREST-ON-BONDS> 88,295
<CASH-FLOW-OPERATIONS> 200,443
<EPS-PRIMARY> 0.80
<EPS-DILUTED> 0.80
<FN>
<F1> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1997 FINANCIAL STATEMENTS OF INTERSTATE ENERGY CORPORATION AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CERTAIN ADJUSTMENTS
HAVE BEEN MADE TO THE PRIOR PERIOD AMOUNTS AS PART OF THE RESTATEMENT TO REFLECT
THE POOLING OF INTERESTS TRANSACTION, AND A CHANGE IN ACCOUNTING METHOD FOR OIL
AND GAS PROPERTIES FROM THE FULL COST METHOD TO THE SUCCESSFUL EFFORTS METHOD.
</LEGEND>
<RESTATED>
<CIK> 0000352541
<NAME> INTERSTATE ENERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,085,323
<OTHER-PROPERTY-AND-INVEST> 603,567
<TOTAL-CURRENT-ASSETS> 377,312
<TOTAL-DEFERRED-CHARGES> 117,598
<OTHER-ASSETS> 408,461
<TOTAL-ASSETS> 4,592,261
<COMMON> 760
<CAPITAL-SURPLUS-PAID-IN> 856,633
<RETAINED-EARNINGS> 586,033
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,443,426
24,176
89,102
<LONG-TERM-DEBT-NET> 1,186,349
<SHORT-TERM-NOTES> 37,122
<LONG-TERM-NOTES-PAYABLE> 56,975
<COMMERCIAL-PAPER-OBLIGATIONS> 169,788
<LONG-TERM-DEBT-CURRENT-PORT> 137,370
0
<CAPITAL-LEASE-OBLIGATIONS> 17,421
<LEASES-CURRENT> 14,061
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,416,471
<TOT-CAPITALIZATION-AND-LIAB> 4,592,261
<GROSS-OPERATING-REVENUE> 663,650
<INCOME-TAX-EXPENSE> 26,185 <F1>
<OTHER-OPERATING-EXPENSES> 571,331
<TOTAL-OPERATING-EXPENSES> 571,331 <F1>
<OPERATING-INCOME-LOSS> 92,319
<OTHER-INCOME-NET> 4,110
<INCOME-BEFORE-INTEREST-EXPEN> 96,429
<TOTAL-INTEREST-EXPENSE> 27,882
<NET-INCOME> 42,362
1,674
<EARNINGS-AVAILABLE-FOR-COMM> 40,688
<COMMON-STOCK-DIVIDENDS> 36,275
<TOTAL-INTEREST-ON-BONDS> 81,620
<CASH-FLOW-OPERATIONS> 194,495
<EPS-PRIMARY> 0.54
<EPS-DILUTED> 0.54
<FN>
<F1> Income tax expense is not included in Operating Expense in the
Consolidated Statements of Income.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1996 FINANCIAL STATEMENTS OF INTERSTATE ENERGY CORPORATION AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CERTAIN ADJUSTMENTS
HAVE BEEN MADE TO THE PRIOR PERIOD AMOUNTS AS PART OF THE RESTATEMENT TO REFLECT
THE POOLING OF INTERESTS TRANSACTION, AND A CHANGE IN ACCOUNTING METHOD FOR OIL
AND GAS PROPERTIES FROM THE FULL COST METHOD TO THE SUCCESSFUL EFFORTS METHOD.
</LEGEND>
<RESTATED>
<CIK> 0000352541
<NAME> INTERSTATE ENERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,096,496
<OTHER-PROPERTY-AND-INVEST> 592,592
<TOTAL-CURRENT-ASSETS> 420,328
<TOTAL-DEFERRED-CHARGES> 115,184
<OTHER-ASSETS> 415,226
<TOTAL-ASSETS> 4,639,826
<COMMON> 758
<CAPITAL-SURPLUS-PAID-IN> 850,848
<RETAINED-EARNINGS> 581,620
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,433,226
24,147
89,102
<LONG-TERM-DEBT-NET> 1,235,075
<SHORT-TERM-NOTES> 68,279
<LONG-TERM-NOTES-PAYABLE> 56,975
<COMMERCIAL-PAPER-OBLIGATIONS> 198,200
<LONG-TERM-DEBT-CURRENT-PORT> 93,324
0
<CAPITAL-LEASE-OBLIGATIONS> 19,695
<LEASES-CURRENT> 15,139
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,406,664
<TOT-CAPITALIZATION-AND-LIAB> 4,639,826
<GROSS-OPERATING-REVENUE> 2,232,840
<INCOME-TAX-EXPENSE> 105,760 <F1>
<OTHER-OPERATING-EXPENSES> 1,867,401
<TOTAL-OPERATING-EXPENSES> 1,867,401 <F1>
<OPERATING-INCOME-LOSS> 365,439
<OTHER-INCOME-NET> 16,120 <F2>
<INCOME-BEFORE-INTEREST-EXPEN> 381,559 <F2>
<TOTAL-INTEREST-EXPENSE> 113,321
<NET-INCOME> 162,478 <F2>
6,687
<EARNINGS-AVAILABLE-FOR-COMM> 155,791 <F2>
<COMMON-STOCK-DIVIDENDS> 143,344
<TOTAL-INTEREST-ON-BONDS> 82,245
<CASH-FLOW-OPERATIONS> 451,276
<EPS-PRIMARY> 2.06 <F3>
<EPS-DILUTED> 2.06 <F3>
<FN>
<F1> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income.
<F2> Includes Discontinued Operations loss of $1,297.
<F3> Includes Discontinued Operations loss of $0.02.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1998 FINANCIAL STATEMENTS INCLUDED IN IES UTILITIES INC.'S FORM 10-K AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000052485
<NAME> IES UTILITIES INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,366,978
<OTHER-PROPERTY-AND-INVEST> 103,333
<TOTAL-CURRENT-ASSETS> 165,025
<TOTAL-DEFERRED-CHARGES> 15,734
<OTHER-ASSETS> 137,908
<TOTAL-ASSETS> 1,788,978
<COMMON> 33,427
<CAPITAL-SURPLUS-PAID-IN> 279,042
<RETAINED-EARNINGS> 275,372
<TOTAL-COMMON-STOCKHOLDERS-EQ> 587,841
0
18,320
<LONG-TERM-DEBT-NET> 602,020
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 50,140
0
<CAPITAL-LEASE-OBLIGATIONS> 13,679
<LEASES-CURRENT> 11,965
<OTHER-ITEMS-CAPITAL-AND-LIAB> 505,013
<TOT-CAPITALIZATION-AND-LIAB> 1,788,978
<GROSS-OPERATING-REVENUE> 806,930
<INCOME-TAX-EXPENSE> 41,494 <F1>
<OTHER-OPERATING-EXPENSES> 651,934
<TOTAL-OPERATING-EXPENSES> 651,934 <F1>
<OPERATING-INCOME-LOSS> 154,996
<OTHER-INCOME-NET> 762
<INCOME-BEFORE-INTEREST-EXPEN> 155,758
<TOTAL-INTEREST-EXPENSE> 52,354
<NET-INCOME> 61,910
914
<EARNINGS-AVAILABLE-FOR-COMM> 60,996
<COMMON-STOCK-DIVIDENDS> 18,840
<TOTAL-INTEREST-ON-BONDS> 46,542
<CASH-FLOW-OPERATIONS> 206,113
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income.
<F2>Earnings per share of common stock is not reflected because all common
shares are held by Interstate Energy Corporation.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the March
31, 1998 Financial Statements of IES Utilities Inc. and is qualified in its
entirety by reference to such Financial Statements. Certain adjustments have
been made to the prior period amounts as part of the restatement to reflect the
pooling of interests transaction.
</LEGEND>
<RESTATED>
<CIK> 0000052485
<NAME> IES UTILITIES INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,356,361
<OTHER-PROPERTY-AND-INVEST> 91,542
<TOTAL-CURRENT-ASSETS> 162,552
<TOTAL-DEFERRED-CHARGES> 11,850
<OTHER-ASSETS> 156,178
<TOTAL-ASSETS> 1,778,483
<COMMON> 33,427
<CAPITAL-SURPLUS-PAID-IN> 279,042
<RETAINED-EARNINGS> 230,647
<TOTAL-COMMON-STOCKHOLDERS-EQ> 543,116
0
18,320
<LONG-TERM-DEBT-NET> 601,915
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 50,140
0
<CAPITAL-LEASE-OBLIGATIONS> 20,646
<LEASES-CURRENT> 13,115
<OTHER-ITEMS-CAPITAL-AND-LIAB> 531,231
<TOT-CAPITALIZATION-AND-LIAB> 1,778,483
<GROSS-OPERATING-REVENUE> 208,278
<INCOME-TAX-EXPENSE> 10,040 <F1>
<OTHER-OPERATING-EXPENSES> 173,989
<TOTAL-OPERATING-EXPENSES> 173,989 <F1>
<OPERATING-INCOME-LOSS> 34,289
<OTHER-INCOME-NET> 486
<INCOME-BEFORE-INTEREST-EXPEN> 34,775
<TOTAL-INTEREST-EXPENSE> 13,075
<NET-INCOME> 11,660
229
<EARNINGS-AVAILABLE-FOR-COMM> 11,431
<COMMON-STOCK-DIVIDENDS> 14,000
<TOTAL-INTEREST-ON-BONDS> 46,672
<CASH-FLOW-OPERATIONS> 67,009
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income.
<F2>Earnings per share of common stock is not reflected because all common
shares are held by Interstate Energy Corporation.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1997 FINANCIAL STATEMENTS OF IES UTILITIES INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CERTAIN ADJUSTMENTS HAVE
BEEN MADE TO THE PRIOR PERIOD AMOUNTS AS PART OF THE RESTATEMENT TO REFLECT THE
POOLING OF INTERESTS TRANSACTION.
</LEGEND>
<RESTATED>
<CIK> 0000052485
<NAME> IES UTILITIES INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,366,073
<OTHER-PROPERTY-AND-INVEST> 88,811
<TOTAL-CURRENT-ASSETS> 138,388
<TOTAL-DEFERRED-CHARGES> 12,393
<OTHER-ASSETS> 163,264
<TOTAL-ASSETS> 1,768,929
<COMMON> 33,427
<CAPITAL-SURPLUS-PAID-IN> 279,042
<RETAINED-EARNINGS> 233,216
<TOTAL-COMMON-STOCKHOLDERS-EQ> 545,685
0
18,320
<LONG-TERM-DEBT-NET> 651,848
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 140
0
<CAPITAL-LEASE-OBLIGATIONS> 23,548
<LEASES-CURRENT> 13,183
<OTHER-ITEMS-CAPITAL-AND-LIAB> 516,205
<TOT-CAPITALIZATION-AND-LIAB> 1,768,929
<GROSS-OPERATING-REVENUE> 813,978
<INCOME-TAX-EXPENSE> 42,216 <F1>
<OTHER-OPERATING-EXPENSES> 660,208
<TOTAL-OPERATING-EXPENSES> 660,208 <F1>
<OPERATING-INCOME-LOSS> 153,770
<OTHER-INCOME-NET> 30
<INCOME-BEFORE-INTEREST-EXPEN> 153,800
<TOTAL-INTEREST-EXPENSE> 52,791
<NET-INCOME> 58,793
914
<EARNINGS-AVAILABLE-FOR-COMM> 57,879
<COMMON-STOCK-DIVIDENDS> 56,000
<TOTAL-INTEREST-ON-BONDS> 46,683
<CASH-FLOW-OPERATIONS> 190,300
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income.
<F2>Earnings per share of common stock is not reflected because all common
shares are held by Interstate Energy Corporation.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1997 FINANCIAL STATEMENTS OF IES UTILITIES INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CERTAIN ADJUSTMENTS HAVE
BEEN MADE TO THE PRIOR PERIOD AMOUNTS AS PART OF THE RESTATEMENT TO REFLECT THE
POOLING OF INTERESTS TRANSACTION.
</LEGEND>
<RESTATED>
<CIK> 0000052485
<NAME> IES UTILITIES INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,350,093
<OTHER-PROPERTY-AND-INVEST> 71,852
<TOTAL-CURRENT-ASSETS> 137,544
<TOTAL-DEFERRED-CHARGES> 10,808
<OTHER-ASSETS> 181,447
<TOTAL-ASSETS> 1,751,744
<COMMON> 33,427
<CAPITAL-SURPLUS-PAID-IN> 279,042
<RETAINED-EARNINGS> 228,959
<TOTAL-COMMON-STOCKHOLDERS-EQ> 541,428
0
18,320
<LONG-TERM-DEBT-NET> 462,389
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 126,000
<LONG-TERM-DEBT-CURRENT-PORT> 63,140
0
<CAPITAL-LEASE-OBLIGATIONS> 17,421
<LEASES-CURRENT> 14,047
<OTHER-ITEMS-CAPITAL-AND-LIAB> 508,999
<TOT-CAPITALIZATION-AND-LIAB> 1,751,744
<GROSS-OPERATING-REVENUE> 226,398
<INCOME-TAX-EXPENSE> 9,245 <F1>
<OTHER-OPERATING-EXPENSES> 193,810
<TOTAL-OPERATING-EXPENSES> 193,810 <F1>
<OPERATING-INCOME-LOSS> 32,588
<OTHER-INCOME-NET> 814
<INCOME-BEFORE-INTEREST-EXPEN> 33,402
<TOTAL-INTEREST-EXPENSE> 12,306
<NET-INCOME> 11,851
229
<EARNINGS-AVAILABLE-FOR-COMM> 11,622
<COMMON-STOCK-DIVIDENDS> 14,000
<TOTAL-INTEREST-ON-BONDS> 38,631
<CASH-FLOW-OPERATIONS> 61,272
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income.
<F2>Earnings per share of common stock is not reflected because all common
shares are held by Interstate Energy Corporation.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the December
31, 1996 Financial Statements of IES Utilities Inc. and is qualified in its
entirety by reference to such Financial Statements. Certain adjustments have
been made to the prior period amounts as part of the restatement to reflect the
pooling of interests transaction.
</LEGEND>
<RESTATED>
<CIK> 0000052485
<NAME> IES UTILITIES INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,358,215
<OTHER-PROPERTY-AND-INVEST> 69,791
<TOTAL-CURRENT-ASSETS> 139,038
<TOTAL-DEFERRED-CHARGES> 10,437
<OTHER-ASSETS> 187,563
<TOTAL-ASSETS> 1,765,044
<COMMON> 33,427
<CAPITAL-SURPLUS-PAID-IN> 279,042
<RETAINED-EARNINGS> 231,337
<TOTAL-COMMON-STOCKHOLDERS-EQ> 543,806
0
18,320
<LONG-TERM-DEBT-NET> 517,334
<SHORT-TERM-NOTES> 25,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 110,000
<LONG-TERM-DEBT-CURRENT-PORT> 8,140
0
<CAPITAL-LEASE-OBLIGATIONS> 19,600
<LEASES-CURRENT> 15,125
<OTHER-ITEMS-CAPITAL-AND-LIAB> 507,719
<TOT-CAPITALIZATION-AND-LIAB> 1,765,044
<GROSS-OPERATING-REVENUE> 754,979
<INCOME-TAX-EXPENSE> 43,092 <F1>
<OTHER-OPERATING-EXPENSES> 599,304
<TOTAL-OPERATING-EXPENSES> 599,304 <F1>
<OPERATING-INCOME-LOSS> 155,675
<OTHER-INCOME-NET> (5,140)
<INCOME-BEFORE-INTEREST-EXPEN> 150,535
<TOTAL-INTEREST-EXPENSE> 43,714
<NET-INCOME> 63,729
914
<EARNINGS-AVAILABLE-FOR-COMM> 62,815
<COMMON-STOCK-DIVIDENDS> 44,000
<TOTAL-INTEREST-ON-BONDS> 38,709
<CASH-FLOW-OPERATIONS> 170,655
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income.
<F2>Earnings per share of common stock is not reflected because all common
shares are held by Interstate Energy Corporation.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1998 FINANCIAL STATEMENTS INCLUDED IN WISCONSIN POWER AND LIGHT COMPANY'S
FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000107832
<NAME> WISCONSIN POWER AND LIGHT COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,236,733
<OTHER-PROPERTY-AND-INVEST> 150,702
<TOTAL-CURRENT-ASSETS> 106,577
<TOTAL-DEFERRED-CHARGES> 57,637
<OTHER-ASSETS> 133,501
<TOTAL-ASSETS> 1,685,150
<COMMON> 66,183
<CAPITAL-SURPLUS-PAID-IN> 199,438
<RETAINED-EARNINGS> 294,309
<TOTAL-COMMON-STOCKHOLDERS-EQ> 559,930
0
59,963
<LONG-TERM-DEBT-NET> 414,579
<SHORT-TERM-NOTES> 76,799
<LONG-TERM-NOTES-PAYABLE> 56,975
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 516,904
<TOT-CAPITALIZATION-AND-LIAB> 1,685,150
<GROSS-OPERATING-REVENUE> 731,448
<INCOME-TAX-EXPENSE> 24,670 <F1>
<OTHER-OPERATING-EXPENSES> 638,798
<TOTAL-OPERATING-EXPENSES> 638,798 <F1>
<OPERATING-INCOME-LOSS> 92,650
<OTHER-INCOME-NET> 4,178
<INCOME-BEFORE-INTEREST-EXPEN> 96,828
<TOTAL-INTEREST-EXPENSE> 36,584
<NET-INCOME> 35,574
3,310
<EARNINGS-AVAILABLE-FOR-COMM> 32,264
<COMMON-STOCK-DIVIDENDS> 58,341
<TOTAL-INTEREST-ON-BONDS> 33,983
<CASH-FLOW-OPERATIONS> 177,321
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income.
<F2>Earnings per share of common stock is not reflected because all common
shares are held by Interstate Energy Corporation.
</FN>
</TABLE>
