EXHIBIT D
INTERSTATE ENERGY CORPORATION
TAX ALLOCATION AGREEEMENT
This Agreement is made by and among Interstate Energy Corporation, a
registered public utility holding company, and its affiliated corporations,
as identified in Exhibit A hereto (collectively, the "Group"; individually,
"member of the Group").
WHEREAS, the members of the Group are affiliated corporations within
the meaning of section 1504 of the Internal Revenue Code of 1986, as amended,
and will join in the annual filing of a consolidated federal income tax return;
WHEREAS, the members of the Group intend to allocate the consolidated
income tax liabilities and benefits to each member of the Group in a fair and
equitable manner; and
WHEREAS, the members of the Group intend to allocate the liabilities
and benefits arising from the Group's annual consolidated income tax returns
in compliance with Title 17, section 250.45(c) of the Code of Federal
Regulations, section 1552(a)(1) of the Internal Revenue Code and Title 26,
section 1.1502-33(d)(2)(ii) of the Code of Federal Regulations;
IT IS THEREFORE AGREED, as follows:
SECTION 1 Definitions
-----------
For purposes of this Agreement, the following definitions shall apply:
(a) "Consolidated tax" shall mean the Group's aggregate tax liability for a
tax year as shown on the consolidated federal income tax return and any
adjustments thereto thereafter determined.
(b) "Consolidated refund" shall mean the Group's refund for a taxable year
as shown on the consolidated federal income tax return and any
adjustments thereto thereafter determined.
(c) "Separate company taxable income" for this purpose has the meaning as
defined in Regulation section 1.1502-12; such separate company taxable
income will be determined as if each member of the group filed separate
income tax returns. In computing separate company taxable income, it
will be assumed that:
() dividends received by one member of the group from other members of
the group will qualify for the 100% dividend received deduction
() gain or loss deferred pursuant to the regulations under section 1502
shall be included in separate company taxable income in the same
manner as in the consolidated return
() charitable contribution deductions deferred pursuant to the
regulations under section 1502 shall be included in separate company
taxable income in the same manner as in the consolidated return
(d) A " Apositive allocation" shall be the obligation to make a payment to
Interstate Energy Corporation. A Anegative allocation@ shall be the
right to receive payment from Interstate Energy Corporation.
(e) "Cash Call" shall be the notification sent by Interstate Energy
Corporation to each member of the Group indicating the positive
allocation or negative allocation attributable to such member. Such
notification shall be sent no later than the due date for quarterly
estimated tax payments, the unextended due date of the return, the
extended due date of the return, or the filing of an amended return,
whichever is applicable. Upon the resolution of an audit, such
notification shall be sent within a reasonable time. Interstate Energy
Corporation will send a notification to each member of the Group even
if no payment is due to the Internal Revenue Service.
SECTION 2 General Allocation Method
-------------------------
The members of the Group shall allocate the consolidated tax or consolidated
refund in accordance with the procedures set forth below. The result of the
following provisions shall be referred to as a positive allocation or a
negative allocation, as the case may be.
(a) The total consolidated tax liability, after all losses and credits
allowed in arriving at the consolidated tax liability, shall be
apportioned initially to each member in an amount equal to the ratio
which that portion of the consolidated taxable income attributable to
each member having positive separate company taxable income bears to the
combined taxable income of those members having positive separate
company taxable income.
(b) If the consolidated tax liability apportioned to a member in paragraph
(a) is less than the consolidated tax liability of such member computed
on a separate return basis, such member shall pay the difference to
Interstate Energy Corporation, in addition to the amount determined
under paragraph (a); the member(s) (other than Interstate Energy
Corporation) to whom such tax reduction is attributable shall receive
credit for such tax reduction and shall receive payment pursuant to such
credit from Interstate Energy Corporation pursuant to the provisions of
Section 5.
(c) Interstate Energy Corporation shall not receive payment for any tax
reduction allowed under paragraph (b) above. If Interstate Energy
Corporation receives credit for a tax reduction pursuant to paragraph
(b), then each member having positive taxable income shall be entitled
to receive a portion of the tax reduction using the allocation method in
paragraph (a) above. Members having a taxable loss shall not participate
in the allocation of Interstate Energy Corporation=s tax reduction.
SECTION 3 Special Allocation Rules
------------------------
(a) Alternative Minimum Tax. In any year in which alternative minimum tax
(AMT) is payable by the Group, the consolidated tax shall be separated
into two parts: regular tax and AMT.
(1) Regular tax shall be allocated in accordance with the general
allocation method set forth in Section 2, above.
(2) AMT will be allocated to each member of the Group based on the
proportion of:
(a) the excess of a member=s separate company alternative minimum
taxable income over its separate company regular taxable
income, to
(b) the aggregate of the excesses of such companies' alternative
minimum taxable income over their regular taxable income.
(3) Each member whose regular taxable income exceeds its alternative
minimum taxable income on a separate company basis shall be excluded
from this calculation and shall not be impacted by the Group's AMT
liability.
(4) The minimum tax credit shall be allocated to the members of the
Group to which the associated AMT was allocated, equal to the
associated AMT allocated to such members.
(b) General Business Credit, Section 1341 credit, Capital Loss Carryover,
Other Tax Benefits and Items Taxed at Different Rates. Any general
business credit, section 1341 credit, capital loss carryover, other tax
benefit and items taxed at rates other than the rate applicable to
corporate taxable income shall be allocated on a separate return basis to
those members whose investments or contributions generated the credit,
capital loss carryover, benefit, or item taxed at a different rate. If
the credit, capital loss carryover, benefit, or item taxed at a
different rate cannot be entirely utilized in the year the item is
generated, then the item shall be allocated on a separate return basis
to those members whose investments or contributions generated the credit,
capital loss carryover, benefit or item taxed at a different rate.
SECTION 4 Payments
--------
Each member of the Group is responsible for its own tax liability. Payment
of such liability shall be made in accordance with the following procedure:
(a) A member of the Group with a positive allocation shall pay Interstate
Energy Corporation, upon receipt of a Cash Call, the amount allocated.
(b) A member of the Group with a negative allocation shall receive payment
from Interstate Energy Corporation, upon receipt of a Cash Call, in the
amount of the negative allocation.
(c) Interstate Energy Corporation shall pay to the Internal Revenue Service
the Group's consolidated tax, or receive from the Internal Revenue
Service the Group's consolidated refund.
(d) Interstate Energy Corporation shall make any calculations on behalf of
the members of the Group necessary to comply with the estimated tax
provisions of section 6655 of the Internal Revenue Code. Based on such
calculations, Interstate Energy Corporation shall charge the members
appropriate amounts at intervals consistent with the dates in that
section.
(e) If the Group has a consolidated net operating loss ("NOL") for a taxable
year (the "loss year") and the NOL cannot be used in full by being
carried back to a prior taxable year, the unused portion of the NOL
shall be allocated to the members of the Group having separate company
losses for the loss year in proportion to the relative magnitude of such
separate company losses for the loss year. Each such member shall carry
the separate company loss from the loss year forward to the following
taxable year and combine it with its allocation for such following
taxable year. Any unused portion of an NOL that is required to be
carried forward will be included in a Cash Call in the year that the
unused portion of the NOL is utilized in the consolidated tax return.
(f) A member shall make any payment required by this section within 10 days
after receiving a Cash Call from Interstate Energy Corporation. To
facilitate the Cash Call process, Heartland Properties, Inc. shall
receive cash from or make a payment to Interstate Energy Corporation on
behalf of itself and all members of the Group that are directly or
indirectly owned by Heartland Properties, Inc. Such members shall
receive cash from or make payment to Heartland Properties, Inc. within a
reasonable time thereafter.
SECTION 5 Adjustments to Tax Liability Shown on Returns
---------------------------------------------
(a) In the event that the consolidated tax or consolidated refund is
subsequently adjusted by an amended income tax return, the Internal
Revenue Service, or a court decision, the consolidated tax, consolidated
refund and separate company taxable income shall be adjusted accordingly,
consistent with the methodology set forth previously in this Agreement.
Any prior payments among the members of the Group shall be adjusted to
conform to the change.
(b) If any interest is paid or received as a result of an adjustment to the
consolidated tax or consolidated refund, it will be allocated to the
parties in the proportion that each member=s change in separate company
taxable income in each affected year bears to the change in consolidated
taxable income.
(c) Any penalty shall be paid by the member of the Group that is responsible
for the penalty. If the party at fault cannot be determined, the
penalty shall be allocated in the same manner as if it were additional
tax.
SECTION 6 State Income Taxes
------------------
(a) Any state income tax liability (including liability for interest or
penalties) associated with the filing of a separate state income tax
return by a member of the Group shall be allocated to and paid directly
by such member.
(b) Any state income tax liability (including liability for interest or
penalties) associated with the filing of a unitary, consolidated or
combined state return shall be allocated to the members of the Group
participating in the return following the procedures set forth above
for federal income tax liabilities.
SECTION 7 New Affiliates
--------------
The members of the Group will cause any corporation which becomes an
affiliated corporation within the meaning of section 1504 of the Internal
Revenue Code to join in this Agreement.
SECTION 8 Amendment
---------
This Agreement may be amended from time to time as the result of changes in
federal or state law or relevant facts and circumstances.
SECTION 9 Cooperation of Members
----------------------
Each member shall execute and file any consent, election or other document
that may be required or appropriate for the proper filing of consolidated
income tax returns and for the allocations provided by this Agreement.
SECTION 10 Effective date
--------------
This Agreement is effective for the allocation of the current income tax
liability of the Group for the tax year ending 12/31/98 and all subsequent
years until amended in writing.
SECTION 11 Governing law
-------------
The laws of the state of Wisconsin shall govern this Agreement.
SECTION 12 Relationship to Other Agreements
--------------------------------
This Agreement supercedes any and all prior Agreements to which any of the
members of the Group may have been a party.
***************************************************************************
The above procedures for allocating the consolidated income tax liability of
the Group have been agreed to by each of the below listed members of the
Group, as evidenced by the signature of an officer of each member.
Interstate Energy Corporation
AMW Acquisition, Inc.
WPLH Acquisition Co.
Wisconsin Power & Light Company
South Beloit Water Gas And & Electric Company
REAC, Inc.
Interstate Power Company
IPC Development Co.
Interstate Power Company-Wisconsin
IES Utilities Inc.
Alliant Energy Resources, Inc.
Heartland Energy Services, Inc.
Heartland Energy Group, Inc.
Alliant Energy Transportation, Inc.
Transfer Services, Inc.
Cedar Rapids & Iowa City Railway Co.
Alliant Energy International, Inc.
Alliant Energy Corporate Services, Inc.
Alliant Energy Industrial Services, Inc.
Industrial Energy Applications, Inc.
Industrial Energy Applications Delaware Inc.
Energys, Inc.
Alliant Energy Investments, Inc.
Village Lakeshares Inc.
Iowa Land and Building Co.
By: ___________________________
Xxxxxx X. Xxxxxxx
Treasurer and Corporate Secretary
IES Ventures Inc.
IES Midland Development, Inc.
IES Brazil Inc.
By: ____________________________
Xxxxxx X. Xxxxxxxxx
Assistant Secretary
Heartland Environmental Holding Company, Inc.
ENTRA Technologies, Company
RMT, Inc.
Quality Environmental Systems, Inc.
By: ____________________________
Xxxxxxx X. Xxxxxxxxx
President
RMT, Inc. Michigan
By: ____________________________
Xxxxxxxxx X. Xxxxxx
Vice President
Xxxxx & Neuse, Inc.
RMT, Inc. North Carolina
RMT International, Inc.
By: ____________________________
Xxxxxxx X. Xxxxxxxx
Treasurer
Xxxxxxx Petroleum Corporation
WPC Golden Gas Corporation
Xxxxxxx Programs, Inc.
WOK Aquisitions Company
By: ____________________________
Xxxxxx X. Xxxxxxx
Assistant Treasurer and
Assistant Secretary
WAH Royalty Company
By: ____________________________
Xxxxx X. Xxxxxxxxxx
Vice President
Xxxxxxx & Associates
By: ____________________________
Xxxxx X. Xxxxxxx
President
Alliant Energy Investco, Inc.
By: ____________________________
Xxxxxx X. Xxxxx
Vice President
Capital Square Financial Corporation
Heartland Properties, Inc.
Heartland Affordable Housing - Antigo Depot, Inc.
Heartland Affordable Housing - Antigo, Inc.
Heartland Affordable Housing - Appleton Phase II, Inc.
Heartland Affordable Housing - Appleton, Inc.
Heartland Affordable Housing - Berlin North River, Inc.
Heartland Affordable Housing - Berlin WPL, Inc.
Heartland Affordable Housing - Berlin, Inc.
Heartland Affordable Housing - Columbus Whitney, Inc.
Heartland Affordable Housing - Columbus, Inc.
Heartland Affordable Housing - De Pere, Inc.
Heartland Affordable Housing - Dells, Xxxxx, Hillsboro
Heartland Affordable Housing - Fond du Lac Eldorado
Heartland Affordable Housing - Holmen, Inc.
Heartland Affordable Housing - Janesville Xxxxxxx Flat
Heartland Affordable Housing - Kenosha Windsong, Inc.
Heartland Affordable Housing - Madison Fairwood Arms
Heartland Affordable Housing - Madison Main Street
Heartland Affordable Housing - Madison YWCA, Inc.
Heartland Affordable Housing - Manitowoc, Inc.
Heartland Affordable Housing - Marinette, Inc.
Heartland Affordable Housing - Marshfield Tower Hall II, Inc.
Heartland Affordable Housing - Marshfield, Inc.
Heartland Affordable Housing - Mayville, Inc.
Heartland Affordable Housing - Mc Xxxxxxx, Inc.
Heartland Affordable Housing - Northland, Inc.
Heartland Affordable Housing - Oregon, Inc.
Heartland Affordable Housing - Paddock Lake, Inc.
Heartland Affordable Housing - Pardeeville II, Inc.
Heartland Affordable Housing - Pardeeville, Inc.
Heartland Affordable Housing - Platteville, Inc.
Heartland Affordable Housing - Plymouth, Inc.
Heartland Affordable Housing - Port Xxxxxxx II, Inc.
Heartland Affordable Housing - Port Xxxxxxx, Inc.
Heartland Affordable Housing - Portage, Inc.
Heartland Affordable Housing - Prairie Du Xxxxx XX
Heartland Affordable Housing - Prairie Du Chien, Inc.
Heartland Affordable Housing - Reedsburg, Inc.
Heartland Affordable Housing - Ripon, Inc.
Heartland Affordable Housing - Sheboygan Xxxxxx, Inc.
Heartland Affordable Housing - Sheboygan Falls, Inc.
Heartland Affordable Housing - Sheboygan Jung, Inc.
Heartland Affordable Housing - Sheboygan Xxxxxxxx, Inc.
Heartland Affordable Housing - Sheboygan, Inc.
Heartland Affordable Housing - Sun Prairie, Inc.
Heartland Affordable Housing - The Falconer, Inc.
Heartland Affordable Housing - Verona, Inc.
Heartland Affordable Housing - Wausau, Inc.
Heartland B Xxxxxxx Avenue, Inc.
Heartland Asset Management, Inc.
Heartland Capital Management, Inc.
Heartland B XxXxxxxxx XX, Inc.
Heartland Equity Management, Inc.
Heartland Fund IV - Beloit Xxxxxx, Inc.
Heartland Fund IV B Racine Wilmanor, Inc.
Heartland Water Tower, Inc.
Heartland B Xxxxxxxx Xxxx, Inc.
Heartland Fund Management, Inc.
Heartland Special Limited, Inc.
Heartland Fund I, Inc.
Heartland Fund I - Grand Chute, Inc.
Heartland Fund I - Cudahy III, Inc.
Heartland Fund I B Riverplace, Inc.
Heartland Fund I - Sussex, Inc.
Heartland Fund I B Waunakee, Inc.
Heartland Fund I - Delavan, Inc.
Heartland Fund I - Eau Claire Oakwood, Inc.
Heartland Direct Development, Inc.
Heartland - Beech Grove, Inc.
Heartland B Dekoven, Inc.
Heartland - Lake Oaks, Inc.
Heartland - Lake Oaks I, Inc.
Heartland B Landings, Inc.
Heartland B Orchard Place, Inc.
Heartland B Timber Trails, Inc.
By: ____________________________
Xxxx X. Xxxxxx
President
EXHIBIT D (continued)
EXHIBIT A
COMPANY NAME
------------
INTERSTATE ENERGY CORPORATION
AMW ACQUISITION, INC.
WPLH ACQUISITION CO.
WISCONSIN POWER & LIGHT COMPANY
SOUTH BELOIT WATER GAS AND & ELECTRIC COMPANY
REAC, INC.
INTERSTATE POWER COMPANY
IPC DEVELOPMENT CO.
INTERSTATE POWER COMPANY-WISCONSIN
IES UTILITIES INC.
IES VENTURES INC.
IES MIDLAND DEVELOPMENT, INC.
ALLIANT ENERGY RESOURCES, INC.
CAPITAL SQUARE FINANCIAL CORPORATION
HEARTLAND ENERGY SERVICES, INC.
HEARTLAND ENERGY GROUP, INC.
HEARTLAND ENVIRONMENTAL HOLDING COMPANY, INC.
ENTRA TECHNOLOGIES, COMPANY
RMT, INC.
RMT, INC. MICHIGAN
XXXXX & NEUSE, INC.
QUALITY ENVIRONMENTAL SYSTEMS, INC.
RMT, INC. NORTH CAROLINA
RMT INTERNATIONAL, INC.
ALLIANT ENERGY TRANSPORTATION, INC.
TRANSFER SERVICES, INC.
CEDAR RAPIDS & IOWA CITY RAILWAY CO.
ALLIANT ENERGY INTERNATIONAL, INC.
IES BRAZIL INC.
ALLIANT ENERGY CORPORATE SERVICES CO.
ALLIANT ENERGY INDUSTRIAL SERVICES, INC.
XXXXXXX PETROLEUM CORPORATION
WPC GOLDEN GAS CORPORATION
XXXXXXX PROGRAMS, INC.
WOK ACQUISITIONS COMPANY
WAH ROYALTY COMPANY
INDUSTRIAL ENERGY APPLICATIONS, INC.
INDUSTRIAL ENERGY APPLICATIONS DELAWARE INC.
ENERGYS , INC.
XXXXXXX & ASSOCIATES
ALLIANT ENERGY INVESTMENTS, INC.
VILLAGE LAKESHARES INC.
IOWA LAND AND BUILDING CO.
ALLIANT ENERGY INVESTCO, INC.
HEARTLAND PROPERTIES, INC.
HEARTLAND AFFORDABLE HOUSING - ANTIGO DEPOT, INC.
HEARTLAND AFFORDABLE HOUSING - ANTIGO, INC.
HEARTLAND AFFORDABLE HOUSING - APPLETON PHASE II, INC.
HEARTLAND AFFORDABLE HOUSING - APPLETON, INC.
HEARTLAND AFFORDABLE HOUSING - BERLIN NORTH RIVER, INC.
HEARTLAND AFFORDABLE HOUSING - BERLIN WPL, INC.
HEARTLAND AFFORDABLE HOUSING - BERLIN, INC.
HEARTLAND AFFORDABLE HOUSING - COLUMBUS WHITNEY, INC.
HEARTLAND AFFORDABLE HOUSING - COLUMBUS, INC.
HEARTLAND AFFORDABLE HOUSING - DE PERE, INC.
HEARTLAND AFFORDABLE HOUSING - DELLS, XXXXX, HILLSBORO
HEARTLAND AFFORDABLE HOUSING - FOND DU LAC ELDORADO
HEARTLAND AFFORDABLE HOUSING - HOLMEN, INC.
HEARTLAND AFFORDABLE HOUSING - JANESVILLE XXXXXXX FLAT
HEARTLAND AFFORDABLE HOUSING - KENOSHA WINDSONG, INC.
HEARTLAND AFFORDABLE HOUSING - MADISON FAIRWOOD ARMS
HEARTLAND AFFORDABLE HOUSING - MADISON MAIN STREET
HEARTLAND AFFORDABLE HOUSING - MADISON YWCA, INC.
HEARTLAND AFFORDABLE HOUSING - MANITOWOC, INC.
HEARTLAND AFFORDABLE HOUSING - MARINETTE, INC.
HEARTLAND AFFORDABLE HOUSING - MARSHFIELD TOWER HALL II, INC.
HEARTLAND AFFORDABLE HOUSING - MARSHFIELD, INC.
HEARTLAND AFFORDABLE HOUSING - MAYVILLE, INC.
HEARTLAND AFFORDABLE HOUSING - MC XXXXXXX, INC.
HEARTLAND AFFORDABLE HOUSING - NORTHLAND, INC.
HEARTLAND AFFORDABLE HOUSING - OREGON, INC.
HEARTLAND AFFORDABLE HOUSING - PADDOCK LAKE, INC.
HEARTLAND AFFORDABLE HOUSING - PARDEEVILLE II, INC.
HEARTLAND AFFORDABLE HOUSING - PARDEEVILLE, INC.
HEARTLAND AFFORDABLE HOUSING - PLATTEVILLE, INC.
HEARTLAND AFFORDABLE HOUSING - PLYMOUTH, INC.
HEARTLAND AFFORDABLE HOUSING - PORT XXXXXXX II, INC.
HEARTLAND AFFORDABLE HOUSING - PORT XXXXXXX, INC.
HEARTLAND AFFORDABLE HOUSING - PORTAGE, INC.
HEARTLAND AFFORDABLE HOUSING - PRAIRIE DU XXXXX XX
HEARTLAND AFFORDABLE HOUSING - PRAIRIE DU CHIEN, INC.
HEARTLAND AFFORDABLE HOUSING - REEDSBURG, INC.
HEARTLAND AFFORDABLE HOUSING - RIPON, INC.
HEARTLAND AFFORDABLE HOUSING - SHEBOYGAN XXXXXX, INC.
HEARTLAND AFFORDABLE HOUSING - SHEBOYGAN FALLS, INC.
HEARTLAND AFFORDABLE HOUSING - SHEBOYGAN JUNG, INC.
HEARTLAND AFFORDABLE HOUSING - SHEBOYGAN XXXXXXXX, INC.
HEARTLAND AFFORDABLE HOUSING - SHEBOYGAN, INC.
HEARTLAND AFFORDABLE HOUSING - SUN PRAIRIE, INC.
HEARTLAND AFFORDABLE HOUSING - THE FALCONER, INC.
HEARTLAND AFFORDABLE HOUSING - VERONA, INC.
HEARTLAND AFFORDABLE HOUSING - WAUSAU, INC.
HEARTLAND B XXXXXXX AVENUE, INC.
HEARTLAND ASSET MANAGEMENT, INC.
HEARTLAND CAPITAL MANAGEMENT, INC.
HEARTLAND B XXXXXXXXX XX, INC.
HEARTLAND EQUITY MANAGEMENT, INC.
HEARTLAND FUND IV B BELOIT XXXXXX, INC.
HEARTLAND FUND IV B RACINE WILMANOR, INC.
HEARTLAND WATER TOWER, INC.
HEARTLAND B XXXXXXXX XXXX, INC.
HEARTLAND FUND MANAGEMENT, INC.
HEARTLAND SPECIAL LIMITED, INC.
HEARTLAND FUND I, INC.
HEARTLAND FUND I - GRAND CHUTE, INC.
HEARTLAND FUND I - CUDAHY III, INC.
HEARTLAND FUND I - RIVERPLACE, INC.
HEARTLAND FUND I - SUSSEX, INC.
HEARTLAND FUND I - WAUNAKEE, INC.
HEARTLAND FUND I - DELAVAN, INC.
HEARTLAND FUND I - EAU CLAIRE OAKWOOD, INC.
HEARTLAND DIRECT DEVELOPMENT, INC.
HEARTLAND B BEECH GROVE, INC.
HEARTLAND B DEKOVEN, INC.
HEARTLAND B LAKE OAKS, INC.
HEARTLAND B LAKE OAKS I, INC.
HEARTLAND B LANDINGS, INC.
HEARTLAND B ORCHARD PLACE, INC.
HEARTLAND B TIMBER TRAILS, INC.
