Cover and table of contents

10-K 1 lnt1231201310-k.htm 10-K

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, 2013

or

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number		Name of Registrant, State of Incorporation, Address of Principal Executive Offices and Telephone Number		IRS Employer Identification Number
1-9894		ALLIANT ENERGY CORPORATION		39-1380265
		(a Wisconsin corporation)
		4902 N. Biltmore Lane
		Madison, Wisconsin 53718
		Telephone (608) 458-3311
1-4117		INTERSTATE POWER AND LIGHT COMPANY		42-0331370
		(an Iowa corporation)
		Alliant Energy Tower
		Cedar Rapids, Iowa 52401
		Telephone (319) 786-4411
0-337		WISCONSIN POWER AND LIGHT COMPANY		39-0714890
		(a Wisconsin corporation)
		4902 N. Biltmore Lane
		Madison, Wisconsin 53718
		Telephone (608) 458-3311

This combined Form 10-K is separately filed by Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company. Information contained in the Form 10-K relating to Interstate Power and Light Company and Wisconsin Power and Light Company is filed by each such registrant on its own behalf. Each of Interstate Power and Light Company and Wisconsin Power and Light Company makes no representation as to information relating to registrants other than itself.

Securities registered pursuant to Section 12(b) of the Act:

	Title of Class	Name of Each Exchange on Which Registered
Alliant Energy Corporation	Common Stock, $0.01 Par Value	New York Stock Exchange
Alliant Energy Corporation	Common Share Purchase Rights	New York Stock Exchange
Interstate Power and Light Company	5.100% Series D Cumulative Perpetual Preferred Stock, $0.01 Par Value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.

Yes x No ¨

Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

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 registrants were 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 whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files). 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 this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large Accelerated Filer		Accelerated Filer		Non-accelerated Filer		Smaller Reporting Company Filer
Alliant Energy Corporation	x
Interstate Power and Light Company					x
Wisconsin Power and Light Company					x

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by nonaffiliates as of June 30, 2013:

Alliant Energy Corporation	$5.6 billion
Interstate Power and Light Company	$—
Wisconsin Power and Light Company	$—

Number of shares outstanding of each class of common stock as of January 31, 2014:

Alliant Energy Corporation	Common stock, $0.01 par value, 110,943,669 shares outstanding
Interstate Power and Light Company	Common stock, $2.50 par value, 13,370,788 shares outstanding (all of which are owned beneficially and of record by Alliant 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 Alliant Energy Corporation)

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement relating to Alliant Energy Corporation’s 2014 Annual Meeting of Shareowners are, or will be upon filing with the Securities and Exchange Commission, incorporated by reference into Part III hereof.

TABLE OF CONTENTS

						Page Number
Definitions						1
Forward-looking Statements						4
Website Access to Reports						5
Part I.	Item 1. Business					5
		General				5
		Employees				6
		Regulation				6
		Electric Utility Operations				10
		Gas Utility Operations				20
		Other Utility Operations - Steam				23
		Non-regulated Operations				23
	Item 1A. Risk Factors					23
	Item 1B. Unresolved Staff Comments					29
	Item 2. Properties					30
	Item 3. Legal Proceedings					32
	Item 4. Mine Safety Disclosures					33
	Executive Officers of the Registrants					33
Part II.	Item 5. Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities					34
	Item 6. Selected Financial Data					35
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations					36
		Executive Summary				37
		Strategic Overview				41
		Rate Matters				47
		Environmental Matters				52
		Legislative Matters				57
		Alliant Energy’s Results of Operations				58
		IPL’s Results of Operations				65
		WPL’s Results of Operations				68
		Liquidity and Capital Resources				71
		Other Matters				81
			Market Risk Sensitive Instruments and Positions			81
			Critical Accounting Policies and Estimates			82
			Other Future Considerations			85
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk					88
	Item 8. Financial Statements and Supplementary Data					89
		Alliant Energy Corporation:
			Management’s Annual Report on Internal Control over Financial Reporting			89
			Reports of Independent Registered Public Accounting Firm			90
			Consolidated Statements of Income			92
			Consolidated Balance Sheets			93
			Consolidated Statements of Cash Flows			95
			Consolidated Statements of Common Equity			96

						Page Number
		Interstate Power and Light Company:
			Management’s Annual Report on Internal Control over Financial Reporting			97
			Report of Independent Registered Public Accounting Firm			98
			Consolidated Statements of Income			99
			Consolidated Balance Sheets			100
			Consolidated Statements of Cash Flows			102
			Consolidated Statements of Common Equity			103
		Wisconsin Power and Light Company:
			Management’s Annual Report on Internal Control over Financial Reporting			104
			Report of Independent Registered Public Accounting Firm			105
			Consolidated Statements of Income			106
			Consolidated Balance Sheets			107
			Consolidated Statements of Cash Flows			109
			Consolidated Statements of Common Equity			110
		Combined Notes to Consolidated Financial Statements
			1. Summary of Significant Accounting Policies			111
			2. Regulatory Matters			118
			3. Property, Plant and Equipment			123
			4. Jointly-owned Electric Utility Plant			127
			5. Receivables			127
			6. Investments			129
			7. Common Equity			130
			8. Redeemable Preferred Stock			131
			9. Debt			132
			10. Leases			134
			11. Income Taxes			135
			12. Benefit Plans			139
			13. Asset Retirement Obligations			155
			14. Fair Value Measurements			156
			15. Derivative Instruments			160
			16. Commitments and Contingencies			161
			17. Segments of Business			167
			18. Related Parties			171
			19. Discontinued Operations and Assets and Liabilities Held for Sale			171
			20. Selected Consolidated Quarterly Financial Data (Unaudited)			172
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure					173
	Item 9A. Controls and Procedures					173
	Item 9B. Other Information					173
Part III.	Item 10. Directors, Executive Officers and Corporate Governance					173
	Item 11. Executive Compensation					174
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters					174
	Item 13. Certain Relationships and Related Transactions, and Director Independence					174
	Item 14. Principal Accounting Fees and Services					175
Part IV.	Item 15. Exhibits, Financial Statement Schedules					175
Signatures						179

DEFINITIONS

The following abbreviations or acronyms used in this Form 10-K are defined below:

Abbreviation or Acronym	Definition
2014 Alliant Energy Proxy Statement	Alliant Energy’s Proxy Statement for the 2014 Annual Meeting of Shareowners
Act 32	2011 Wisconsin Act 32
AFUDC	Allowance for funds used during construction
Alliant Energy	Alliant Energy Corporation
ANR	ANR Pipeline
AOCL	Accumulated other comprehensive loss
ARO	Asset retirement obligation
ARR	Auction revenue right
ARRA	American Recovery and Reinvestment Act of 2009
ATC	American Transmission Company LLC
ATI	AE Transco Investments, LLC
ATR Act	American Taxpayer Relief Act of 2012
Audit Committee	Audit Committee of the Board of Directors
BART	Best available retrofit technology
BL	Base load units
CA	Certificate of authority
CAA	Clean Air Act
CAIR	Clean Air Interstate Rule
CAO	Chief Accounting Officer
Cash Balance Plan	Alliant Energy Cash Balance Pension Plan
CAVR	Clean Air Visibility Rule
CCR	Coal combustion residuals
CDD	Cooling degree days
CEO	Chief Executive Officer
CFO	Chief Financial Officer
CO2	Carbon dioxide
CO2e	Carbon dioxide-equivalent
Columbia	Columbia Energy Center
Corporate Services	Alliant Energy Corporate Services, Inc.
Court	U.S. District Court for the Western District of Wisconsin
CRANDIC	Cedar Rapids and Iowa City Railway Company
CSAPR	Cross-State Air Pollution Rule
CWIP	Construction work in progress
DAEC	Duane Arnold Energy Center
DATC	Duke-American Transmission Co.
D.C. Circuit Court	U.S. Court of Appeals for the D.C. Circuit
DCP	Alliant Energy Deferred Compensation Plan
DLIP	Alliant Energy Director Long Term Incentive Plan
DNR	Department of Natural Resources
Dth	Dekatherm
Eagle Point	Eagle Point Solar
Edgewater	Edgewater Generating Station
EECR	Energy efficiency cost recovery
EEP	Energy efficiency plan
EGU	Electric generating unit
Emery	Emery Generating Station
EPA	U.S. Environmental Protection Agency
EPB	Emissions plan and budget
EPS	Earnings per weighted average common share

Abbreviation or Acronym	Definition
ERISA	Employee Retirement Income Security Act of 1974
ERO	Electric Reliability Organization
EVP	Executive Vice President
FCS	Firm Citygate Supplies
FERC	Federal Energy Regulatory Commission
FTR	Financial transmission right
Fuel-related	Electric production fuel and energy purchases
FWS	U.S. Fish and Wildlife Service
GAAP	U.S. generally accepted accounting principles
GCU Certificate	Certificate of public convenience, use and necessity
GHG	Greenhouse gases
HAP	Hazardous air pollution
HDD	Heating degree days
IBEW	International Brotherhood of Electrical Workers
IEA	Industrial Energy Applications, Inc.
IN	Intermediate units
IPL	Interstate Power and Light Company
IPO	Initial public offering
IRS	Internal Revenue Service
ITC	ITC Midwest LLC
IUB	Iowa Utilities Board
KEESA	Key Executive Employment and Severance Agreement
Kewaunee	Kewaunee Nuclear Power Plant
KWh	Kilowatt-hour
LRZ	Local resource zone
MACT	Maximum achievable control technology
Marshalltown	Marshalltown Generating Station
MATS	Mercury and Air Toxic Standard
MDA	Management’s Discussion and Analysis of Financial Condition and Results of Operations
MGP	Manufactured gas plant
MidAmerican	MidAmerican Energy Company
MISO	Midcontinent Independent System Operator, Inc.
MPUC	Minnesota Public Utilities Commission
MRO	Midwest Reliability Organization
MVP	Multi-value project
MW	Megawatt
MWh	Megawatt-hour
N/A	Not applicable
NAAQS	National Ambient Air Quality Standards
NBPL	Northern Border Pipeline
Neenah	Neenah Energy Facility
Nelson Dewey	Nelson Dewey Generating Station
NER	NextEra Energy Resources, LLC
NERC	North American Electric Reliability Corporation
NGPL	Natural Gas Pipeline Co. of America
NNG	Northern Natural Gas Company
NO2	Nitrogen dioxide
NOV	Notice of violation
NOx	Nitrogen oxide
NRB	Natural Resources Board
NSPS	New Source Performance Standards
NYSE	New York Stock Exchange

Abbreviation or Acronym	Definition
OCA	Iowa Office of Consumer Advocate
OIP	Alliant Energy 2010 Omnibus Incentive Plan
PJM	PJM Interconnection, LLC
PK	Peaking units
PM	Particulate matter
PM2.5	Fine particulate matter
PPA	Purchased power agreement
PRM	Planning reserve margin
PSCW	Public Service Commission of Wisconsin
PSD	Prevention of significant deterioration
PUHCA	Public Utility Holding Company Act of 2005
REC	Renewable energy credit
Receivables Agreement	Receivables Purchase and Sale Agreement
RES	Renewable energy standards
Resources	Alliant Energy Resources, LLC
Riverside	Riverside Energy Center
RMT	RMT, Inc.
RPS	Renewable portfolio standard
RTO	Regional Transmission Organization
SCR	Selective catalytic reduction
SEC	Securities and Exchange Commission
Sheboygan Falls	Sheboygan Falls Energy Facility
Sheboygan Power	Sheboygan Power, LLC
SIP	State implementation plan
SO2	Sulfur dioxide
SRP	Supplemental Retirement Plan
SSR	System support resource
TBD	To be determined
TransData	TransData, Inc.
U.S.	United States of America
VEBA	Voluntary Employees’ Beneficiary Association
Vestas	Vestas-American Wind Technology, Inc.
VIE	Variable interest entity
VP	Vice President
WACC	Weighted-average cost of capital
Whiting Petroleum	Whiting Petroleum Corporation
WPL	Wisconsin Power and Light Company
WPL Transco	WPL Transco, LLC
XBRL	Extensible Business Reporting Language

FORWARD-LOOKING STATEMENTS

Statements contained in this Annual Report on Form 10-K 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. These forward-looking statements can be identified as such because the statements include words such as “expect,” “anticipate,” “plan” or other words of similar import. Similarly, statements that describe future financial performance or plans or strategies are forward-looking statements. Such forward-looking statements are subject to certain 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 of Alliant Energy, IPL and WPL that could materially affect actual results include:

•	federal and state regulatory or governmental actions, including the impact of energy, tax, financial and health care legislation, and of regulatory agency orders;

•	IPL’s and WPL’s ability to obtain adequate and timely rate relief to allow for, among other things, the recovery of operating costs, fuel costs, transmission costs, deferred expenditures, capital expenditures, and remaining costs related to EGUs that may be permanently closed, earning their authorized rates of return, and the payments to their parent of expected levels of dividends;

•	the ability to continue cost controls and operational efficiencies;

•	the impact of WPL’s retail electric and gas base rate freeze in Wisconsin through 2014;

•	weather effects on results of utility operations, including impacts of temperature changes in IPL’s and WPL’s service territories on customers’ demand for electricity and gas;

•	the impact of the economy in IPL’s and WPL’s service territories and the resulting impacts on sales volumes, margins and the ability to collect unpaid bills;

•	the impact of energy efficiency, franchise retention and customer-owned generation on sales volumes and margins;

•

developments that adversely impact Alliant Energy’s, IPL’s and WPL’s ability to implement their strategic plan, including unanticipated issues with new emission controls equipment for various coal-fired EGUs of IPL and WPL, IPL’s construction of its natural gas-fired EGU in Iowa, WPL’s potential generation investment, Resources’ selling price of the electricity output from its Franklin County wind project, the potential decommissioning of certain EGUs of IPL and WPL, and the proposed sales of IPL’s electric and gas distribution assets in Minnesota;

•	issues related to the availability of EGUs and the supply and delivery of fuel and purchased electricity and the price thereof, including the ability to recover and to retain the recovery of purchased power, fuel and fuel-related costs through rates in a timely manner;

•	the impact that price changes may have on IPL’s and WPL’s customers’ demand for utility services;

•	the impact of distributed generation, including alternative electric suppliers, in IPL’s and WPL’s service territories on system reliability, operating expenses and customers’ demand for electricity;

•	issues associated with environmental remediation and environmental compliance, including compliance with the Consent Decree between WPL, the Sierra Club and the EPA, future changes in environmental laws and regulations, and litigation associated with environmental requirements;

•	the ability to defend against environmental claims brought by state and federal agencies, such as the EPA, or third parties, such as the Sierra Club;

•	the ability to recover through rates all environmental compliance and remediation costs, including costs for projects put on hold due to uncertainty of future environmental laws and regulations;

•	impacts that storms or natural disasters in IPL’s and WPL’s service territories may have on their operations and recovery of, and rate relief for, costs associated with restoration activities;

•	the direct or indirect effects resulting from terrorist incidents, including physical attacks and cyber attacks, or responses to such incidents;

•	the impact of penalties or third-party claims related to, or in connection with, a failure to maintain the security of personally identifiable information, including associated costs to notify affected persons and to mitigate their information security concerns;

•	impacts of future tax benefits from deductions for repairs expenditures and allocation of mixed service costs and temporary differences from historical tax benefits from such deductions that are included in rates when the differences reverse in future periods;

•	any material post-closing adjustments related to any past asset divestitures, including the sale of RMT;

•	continued access to the capital markets on competitive terms and rates, and the actions of credit rating agencies;

•	inflation and interest rates;

•	changes to the creditworthiness of counterparties with which Alliant Energy, IPL and WPL have contractual arrangements, including participants in the energy markets and fuel suppliers and transporters;

•	issues related to electric transmission, including operating in RTO energy and ancillary services markets, the impacts of potential future billing adjustments and cost allocation changes from RTOs and recovery of costs incurred;

•	unplanned outages, transmission constraints or operational issues impacting fossil or renewable EGUs and risks related to recovery of resulting incremental costs through rates;

•	current or future litigation, regulatory investigations, proceedings or inquiries;

•	Alliant Energy’s ability to sustain its dividend payout ratio goal;

•	employee workforce factors, including changes in key executives, collective bargaining agreements and negotiations, work stoppages or restructurings;

•	access to technological developments;

•	material changes in retirement and benefit plan costs;

•	the impact of performance-based compensation plans accruals;

•	the effect of accounting pronouncements issued periodically by standard-setting bodies;

•	the impact of changes to production tax credits for wind projects;

•	the impact of adjustments made to deferred tax assets and liabilities from state apportionment assumptions;

•	the ability to utilize tax credits and net operating losses generated to date, and those that may be generated in the future, before they expire;

•	the ability to successfully complete tax audits, changes in tax accounting methods, including changes required by new tangible property regulations, and appeals with no material impact on earnings and cash flows; and

•	factors listed in MDA and in Item 1A Risk Factors.

Alliant Energy, IPL and WPL each assume no obligation, and disclaim any duty, to update the forward-looking statements in this Annual Report on Form 10-K.

WEBSITE ACCESS TO REPORTS

Alliant Energy makes its periodic and current reports, and amendments to those reports, available, free of charge, on its website at www.alliantenergy.com/investors on the same day as such material is electronically filed with, or furnished to, the SEC. Alliant Energy is not including the information contained on its website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K, except as required by law.

PART I

This Annual Report on Form 10-K includes information relating to Alliant Energy, IPL and WPL (as well as Resources and Corporate Services). Where appropriate, information relating to a specific entity has been segregated and labeled as such. Unless otherwise noted, the information herein excludes discontinued operations for all periods presented.