EXHIBIT 99.1
INTERSTATE POWER AND
LIGHT COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION
The following unaudited pro forma
condensed consolidated balance sheet as of September 30, 2007 and the unaudited pro forma
condensed consolidated statements of income for the nine months ended September 30, 2007
and the year ended December 31, 2006 give effect to the sale (the Divestiture) by
Interstate Power and Light Company (IPL) of its electric transmission assets to ITC
Midwest LLC (ITC) pursuant to the terms of an Asset Sale Agreement, dated as of January
18, 2007, by and between IPL and ITC (the Sale Agreement). The pro forma condensed
consolidated financial information should be read in conjunction with the historical
financial statements and related notes thereto of IPL contained in its combined Annual
Report on Form 10-K for the year ended December 31, 2006 and its combined Quarterly Report
on Form 10-Q for the quarter ended September 30, 2007.
The pro forma condensed consolidated
financial information is presented for information purposes only, is based on the
assumptions set forth below, includes various estimates and is not necessarily indicative
of IPL’s financial results had the Divestiture actually occurred on the dates assumed
nor is it necessarily indicative of IPL’s future results of operations.
INTERSTATE POWER AND
LIGHT COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in millions)
|
Historical
|
Pro Forma
Adjustments
|
Pro Forma
|
ASSETS
|
September 30, 2007
|
Property, plant and equipment, net |
|
|
$ | 3,045.6 |
|
$ | (500.3 |
)(b) |
$ | 2,545.3 |
|
Cash and cash equivalents | | |
| 0.7 |
|
| 179.1 |
(a) |
| 179.8 |
|
Other current assets | | |
| 299.9 |
|
| 50.0 |
(a) |
| 346.6 |
|
| | |
| |
|
| (3.3 |
)(b) |
| |
|
Investments | | |
| 17.3 |
|
| -- |
|
| 17.3 |
|
Other assets | | |
| 400.9 |
|
| (1.0 |
)(b) |
| 399.9 |
|
|
| |
| |
| |
Total assets | | |
$ | 3,764.4 |
|
$ | (275.5 |
) |
$ | 3,488.9 |
|
|
| |
| |
| |
CAPITALIZATION AND LIABILITIES
|
Common equity | | |
$ | 1,300.6 |
|
$ | (400.0 |
)(a) |
$ | 1,028.8 |
|
| | |
| |
|
| 128.2 |
(c) |
| |
|
Cumulative preferred stock | | |
| 183.8 |
|
| -- |
|
| 183.8 |
|
Long-term debt, net (excluding current portion) | | |
| 813.7 |
|
| -- |
|
| 813.7 |
|
|
| |
| |
| |
Total capitalization | | |
| 2,298.1 |
|
| (271.8 |
) |
| 2,026.3 |
|
|
| |
| |
| |
Current liabilities | | |
| 440.8 |
|
| (133.4 |
)(a) |
| 334.5 |
|
| | |
| |
|
| (4.7 |
)(b) |
| |
|
| | |
| |
|
| 31.8 |
(c) |
| |
|
Deferred income taxes | | |
| 368.4 |
|
| 58.7 |
(c) |
| 427.1 |
|
Long-term regulatory liabilities | | |
| 440.0 |
|
| (44.1 |
)(b) |
| 484.6 |
|
| | |
| |
|
| 88.7 |
(d) |
| |
|
Other long-term liabilities and deferred credits | | |
| 217.1 |
|
| (0.7 |
)(b) |
| 216.4 |
|
|
| |
| |
| |
Total liabilities | | |
| 1,466.3 |
|
| (3.7 |
) |
| 1,462.6 |
|
|
| |
| |
| |
Total capitalization and liabilities | | |
$ | 3,764.4 |
|
$ | (275.5 |
) |
$ | 3,488.9 |
|
|
| |
| |
| |
Refer to accompanying Notes to
Unaudited Pro Forma Condensed Consolidated Financial Information.
INTERSTATE POWER AND
LIGHT COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions)
|
Historical
|
Pro Forma
Adjustments
|
Pro Forma
|
|
Nine Months Ended September 30, 2007
|
Operating revenues |
|
|
$ | 1,272.2 |
|
$ | (9.3 |
)(e) |
$ | 1,262.9 |
|
Operating expenses: | | |
Electric production fuel and purchased power | | |
| 403.9 |
|
| -- |
|
| 403.9 |
|
Cost of gas sold | | |
| 182.2 |
|
| -- |
|
| 182.2 |
|
Other operation and maintenance | | |
| 280.3 |
|
| (12.5 |
)(f) |
| 320.9 |
|
| | |
| |
|
| 58.1 |
(h) |
| |
|
| | |
| |
|
| (5.0 |
)(i) |
| |
|
Depreciation and amortization | | |
| 107.5 |
|
| (11.5 |
)(f) |
| 96.0 |
|
Taxes other than income taxes | | |
| 46.3 |
|
| (5.1 |
)(f) |
| 41.2 |
|
|
| |
| |
| |
Total operating expenses | | |
| 1,020.2 |
|
| 24.0 |
|
| 1,044.2 |
|
|
| |
| |
| |
Operating income | | |
| 252.0 |
|
| (33.3 |
) |
| 218.7 |
|
Interest expense | | |
| 48.5 |
|
| (3.0 |
)(i) |
| 48.1 |
|
| | |
| |
|
| 2.6 |
(j) |
| |
|
Other income, net | | |
| (5.0 |
) |
| 0.9 |
(g) |
| (4.1 |
) |
|
| |
| |
| |
Income before income taxes | | |
| 208.5 |
|
| (33.8 |
) |
| 174.7 |
|
Income taxes | | |
| 74.9 |
|
| (14.0 |
)(k) |
| 60.9 |
|
|
| |
| |
| |
Net income | | |
| 133.6 |
|
| (19.8 |
) |
| 113.8 |
|
Preferred dividend requirements | | |
| 11.5 |
|
| -- |
|
| 11.5 |
|
|
| |
| |
| |
Earnings available for common stock | | |
$ | 122.1 |
|
$ | (19.8 |
) |
$ | 102.3 |
|
|
| |
| |
| |
|
Year Ended December 31, 2006
|
Operating revenues | | |
$ | 1,754.8 |
|
$ | (12.4 |
)(e) |
$ | 1,742.4 |
|
Operating expenses: | | |
Electric production fuel and purchased power | | |
| 607.9 |
|
| -- |
|
| 607.9 |
|
Cost of gas sold | | |
| 256.9 |
|
| -- |
|
| 256.9 |
|
Other operation and maintenance | | |
| 377.1 |
|
| (11.1 |
)(f) |
| 439.2 |
|
| | |
| |
|
| 77.4 |
(h) |
| |
|
| | |
| |
|
| (4.2 |
)(i) |
| |
|
Depreciation and amortization | | |
| 145.3 |
|
| (14.6 |
)(f) |
| 130.7 |
|
Taxes other than income taxes | | |
| 62.7 |
|
| (6.5 |
)(f) |
| 56.2 |
|
|
| |
| |
| |
Total operating expenses | | |
| 1,449.9 |
|
| 41.0 |
|
| 1,490.9 |
|
|
| |
| |
| |
Operating income | | |
| 304.9 |
|
| (53.4 |
) |
| 251.5 |
|
Interest expense | | |
| 71.8 |
|
| (1.8 |
)(i) |
| 73.5 |
|
| | |
| |
|
| 3.5 |
(j) |
| |
|
Other income, net | | |
| (8.7 |
) |
| 1.4 |
(g) |
| (7.3 |
) |
|
| |
| |
| |
Income before income taxes | | |
| 241.8 |
|
| (56.5 |
) |
| 185.3 |
|
Income taxes | | |
| 69.4 |
|
| (23.4 |
)(k) |
| 46.0 |
|
|
| |
| |
| |
Net income | | |
| 172.4 |
|
| (33.1 |
) |
| 139.3 |
|
Preferred dividend requirements | | |
| 15.4 |
|
| -- |
|
| 15.4 |
|
|
| |
| |
| |
Earnings available for common stock | | |
$ | 157.0 |
|
$ | (33.1 |
) |
$ | 123.9 |
|
|
| |
| |
| |
Refer to accompanying Notes to
Unaudited Pro Forma Condensed Consolidated Financial Information.
INTERSTATE POWER AND
LIGHT COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The unaudited pro forma condensed
consolidated balance sheet assumes that the Divestiture occurred as of the balance sheet
date (September 30, 2007) and reflects the following adjustments (in millions):
|
(a) |
Proceeds — Adjustment
to record the net cash proceeds that IPL would have received based on an
assumed closing date of September 30, 2007. The gross sales price of $754
million reflected in the Sale Agreement was subject to adjustments at
closing based on the value of the net assets transferred as of the closing
date. The net cash proceeds were also adjusted by the transaction costs
directly related to the Divestiture. The pro forma financial statements
assume IPL used a portion of the net cash proceeds to retire its
commercial paper borrowings and financings from the sale of utility
accounts receivable as of the closing date. In addition, the pro forma
financial statements assume IPL used a portion of the net cash proceeds to
pay a dividend of $400 million to its parent company, Alliant Energy
Corporation. |
Net cash proceeds: |
|
|
| |
|
Gross sales price per Sale Agreement | | |
$ | 754.0 |
|
Purchase price adjustments as of September 30, 2007 | | |
| 21.2 |
|
|
| |
Assumed gross cash proceeds as of September 30, 2007 | | |
| 775.2 |
* |
Less: Transaction costs as of September 30, 2007 | | |
| 12.7 |
|
|
| |
Assumed net cash proceeds as of September 30, 2007 | | |
| 762.5 |
|
Use of proceeds: | | |
Retire IPL’s commercial paper borrowings as of September 30, 2007 | | |
| (133.4 |
) |
Eliminate IPL’s financings from the sale of utility accounts receivable as of | | |
September 30, 2007 | | |
| (50.0 |
) |
Dividend paid to Alliant Energy Corporation | | |
| (400.0 |
) |
|
| |
Remaining amount held in cash and cash equivalents | | |
$ | 179.1 |
|
|
| |
|
*
Gross cash proceeds as of the closing date (December 20, 2007) were $783.1 million which
is $8 million greater than the assumed gross cash proceeds identified above primarily due
to estimated increases in the carrying value of net assets sold during the fourth quarter of 2007
prior to the sale. |
|
(b) |
Assets
and Liabilities Removed with Divestiture — Adjustments to remove
the carrying value of the following assets and liabilities as of September
30, 2007 that have been transferred to ITC in connection with the
Divestiture: |
Property, plant and equipment, net (electric transmission assets sold) |
|
|
$ | 500.3 |
|
Current assets (primarily materials and supplies sold) | | |
| 3.3 |
|
Other assets | | |
| 1.0 |
|
Current liabilities (primarily accrued capital expenditures assumed by ITC) | | |
| (4.7 |
) |
Long-term regulatory liabilities (cost of removal obligations assumed by ITC) | | |
| (44.1 |
) |
Other long-term liabilities | | |
| (0.7 |
) |
|
| |
Net carrying value of assets sold to and liabilities assumed by ITC | | |
$ | 455.1 |
|
|
| |
|
(c) |
Pro
Forma Gain from Divestiture — Adjustments to record the pro forma
gain and related income tax obligation from the Divestiture based on an
assumed closing date of September 30, 2007. IPL expects to qualify to pay
taxes related to the pro forma gain from the Divestiture over an
eight-year period resulting in only a portion of the income tax obligation
being current. The pro forma gain from Divestiture has been calculated as
follows: |
Net cash proceeds (note (a) above) |
|
|
$ | 762.5 |
|
Less: Carrying value of assets and liabilities removed with the Divestiture (note (b) above) | | |
| 455.1 |
|
Less: Long-term regulatory liability established with the Divestiture (note (d) below) | | |
| 88.7 |
|
|
| |
Pre-tax pro forma gain | | |
| 218.7 |
|
Estimated income tax obligation of the pre-tax pro forma gain based on the estimated weighted | | |
average statutory rates for all jurisdictions of 41.4% (current liability portion - $31.8 million) | | |
| 90.5 |
|
|
| |
Pro forma gain from Divestiture, net of tax | | |
$ | 128.2 |
|
|
| |
|
(d) |
Regulatory
Treatment of Pro Forma Gain — Adjustment to record the present
value of the estimated amounts to be refunded to IPL’s customers in
accordance with regulatory approvals from various state commissions. IPL
expects to refund to its customers aggregate payments of $13 million per
year for eight years beginning in the year IPL’s customers first
experience an increase in rates related to transmission charges assessed
by buyer. Refer to note (c) above for additional discussion of the pro
forma gain realized with respect to the Divestiture. |
The unaudited pro forma condensed
consolidated statements of income assume the Divestiture occurred as of the beginning of
the earliest period presented (January 1, 2006) and reflect the following adjustments:
|
(e) |
Historical
Operating Revenues — Adjustment to remove historical wheeling
revenues directly related to the net assets eliminated with the
Divestiture. |
|
(f) |
Historical
Operating Expenses — Adjustments to remove historical expenses
directly related to the operation, maintenance, depreciation and property
taxes of the net assets eliminated with the Divestiture. |
|
(g) |
Historical
Allowance for Funds Used During Construction (AFUDC) — Adjustment
to remove historical AFUDC related to the assets eliminated with the
Divestiture. |
|
(h) |
Estimated
Transmission Charges from Buyer — Adjustment to add estimated
transmission charges from buyer for transmission services required to
serve IPL’s customers. |
|
(i) |
Historical
Costs for Commercial Paper and Sale of Utility Accounts Receivable — Adjustments
to remove historical interest expense from IPL’s commercial paper
borrowings and historical costs from IPL’s utility accounts
receivable sale program. The pro forma financial statements assume IPL
used a portion of the proceeds from the Divestiture to retire outstanding
commercial paper borrowings and eliminate financings from the sale of
utility accounts receivable as of the closing date. |
|
(j) |
Estimated
Interest Expense on Long-term Regulatory Liability — Adjustment to
add the estimated interest expense related to the long-term regulatory
liability established with the Divestiture. Refer to note (d) above for
additional details. |
|
(k) |
Income
Tax Expense Impacts — Adjustment to estimate the income tax
expense impacts of the pre-tax pro forma adjustments based on the
estimated weighted average statutory rates for all jurisdictions of 41.4%. |