What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-18 · 47 added, 31 removed, 333 unchanged (19% of the section changed)

3 unchanged sentences

There was no change in Alliant Energy’s, IPL’s and WPL’s internal control over financial reporting that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, Alliant Energy’s, IPL’s and WPL’s internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting - The management of Alliant Energy, IPL and WPL are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Alliant Energy’s, IPL’s and WPL’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

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This report does not include an attestation report of IPL’s and WPL’s independent registered public accounting firm regarding its assessment of IPL’s and WPL’s internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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February 24, 2023

Table of Co ntents

OTHER INFORMATION

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713,876 $51.92 8,259,869

(a) Represents performance shares, performance restricted stock units and restricted stock units granted under the 2020 OIP.

Performance restricted stock units and performance shares are paid out in shares of Alliant Energy’s common stock.

The performance share and performance restricted stock unit awards are adjusted by a performance multiplier, which ranges from zero to 200%, based on the performance criteria.

The performance share and performance restricted stock unit awards included in column (A) of the table reflect an assumed payout in the form of Alliant Energy’s common stock at the maximum performance multiplier of 200%.

Also included are restricted stock units granted under the 2020 OIP, which are paid out in shares of Alliant Energy’s common stock at the expiration of a three-year time-vesting period.

(a) Represents performance shares, performance restricted stock units and restricted stock units granted under the 2020 OIP, all of which are paid out in shares of Alliant Energy’s common stock.

The performance share and performance restricted stock unit awards included in column (A) of the table reflect an assumed payout at the maximum performance multiplier of 200%.

Also included are restricted stock units granted under the 2020 OIP, which vest at the expiration of a three-year time-vesting period.

(b) All of the available shares under the 2020 OIP may be issued as awards in the form of shares of Alliant Energy’s common stock, restricted stock, restricted stock units, performance shares, performance units and other stock-based or cash-based awards.

As of December 31, 2021, there were performance shares and restricted stock units (performance- and time-vesting) outstanding under the 2020 OIP.

As of December 31, 2022, there were performance shares and restricted stock units (performance- and time-vesting) outstanding under the 2020 OIP, the only plan under which such equity awards are currently granted.

(c) As of December 31, 2022, there were 402,134 shares of Alliant Energy’s common stock held under the DCP, which is described in Note 13(c) .

1 unchanged sentence

The remainder of the information required by Item 12 for Alliant Energy, and the information required by Item 12 for each of IPL and WPL, is incorporated herein by reference to the relevant information in the 2023 Alliant Energy Proxy Statement, which will be filed with the SEC within 120 days after the end of Alliant Energy’s, IPL’s and WPL’s fiscal year.

Table of Co ntents

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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$1,424 100% $1,423 100% $1,203 100% $1,111 100%

IPL’s and WPL’s audit fees for 2021 and 2020 consisted of the respective fees billed for the audits of the financial statements of IPL and its subsidiaries and WPL and its subsidiary, for reviews of financial statements included in Form 10-Q filings, and for services normally provided in connection with statutory and regulatory filings, such as financing transactions.

IPL’s and WPL’s audit fees for 2022 and 2021 consisted of the respective fees billed for the audits of the financial statements of IPL and its subsidiaries and WPL and its subsidiaries, for reviews of financial statements included in Form 10-Q filings, and for services normally provided in connection with statutory and regulatory filings, such as financing transactions.

IPL’s and WPL’s audit fees also included their respective portion of fees for the 2022 and 2021 audits of Alliant Energy’s financial statements and effectiveness of internal controls over financial reporting.

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The Audit Committee does not consider the provision of non-audit services by the independent registered public accounting firm described above to be incompatible with maintaining independence of the independent registered public accounting firm.

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Income before income taxes 691 657 612

Income tax benefit ( 5 ) ( 4 ) ( 15 )

Income tax expense (benefit) 2 ( 5 ) ( 4 )

Net income $ 689 $ 662 $ 616

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Refer to accompanying Notes to Condensed Financial Statements.

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ALLIANT ENERGY CORPORATION (Parent Company Only) Year Ended December 31,

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The above provisions relate to various customer, notes and other receivable balances included in various line items on the respective balance sheets.

Table of Co ntents

(a) Accumulated provision for uncollectible accounts:

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3.1a Articles of Amendment to Restated Articles of Incorporation of Alliant Energy, as amended, effective May 4, 2016 (incorporated by reference to Exhibit 3.1 to Alliant Energy’s Form 10-Q for the quarter ended March 31, 2016 (File No.

3.2 Amended and Restated Bylaws of Alliant Energy, effective September 23, 2021 (incorporated by reference to Exhibit 3.1 to Alliant Energy’s Form 8-K, filed September 24, 2021 (File No.

3.2 Amended and Restated Bylaws of Alliant Energy, effective November 8, 2022 (incorporated by reference to Exhibit 3.1 to Alliant Energy’s Form 10-Q for the quarter ended September 30, 2022 (File No.

3.3 Amended and Restated Articles of Incorporation of WPL, effective May 9, 2013 (incorporated by reference to Exhibit 3.4 to WPL’s Form 8-K, filed May 13, 2013 (File No.

7 unchanged sentences

4.4 Indenture, dated as of November 20, 2020, among AEF, Alliant Energy as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Alliant Energy’s Form 8-K, filed November 23, 2020 (File No.

4.5 Indenture, dated as of June 20, 1997, between WPL and Wells Fargo Bank, N.A., Successor, as Trustee (incorporated by reference to Exhibit 4.33 to Amendment No.

4.5 Indenture, dated as of February 28, 2022, among AEF, Alliant Energy, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Alliant Energy’s Form 8-K, filed March 1, 2022 (File No.

4.6 Indenture, dated as of June 20, 1997, between WPL and U.S.

Bank Trust Comp any , N .

, Successor, as Trustee (incorporated by reference to Exhibit 4.33 to Amendment No.

2 to WPL’s Registration Statement on Form S-3 (Reg.

4 unchanged sentences

4.9 Officer’s Certificate, dated as of October 1, 2008, creating WPL’s 7.60% Debentures due October 1, 2038 (incorporated by reference to Exhibit 4.2 to WPL’s Form 8-K, filed October 2, 2008 (File No.

4.9 Officers’ Certificate, dated as of November 19, 2012, creating WPL’s 2.25% Debentures due November 15, 2022 (incorporated by reference to Exhibit 4.1 to WPL’s Form 8-K, filed November 19, 2012 (File No.

4.10 Officers’ Certificate, dated as of October 14, 2014, creating WPL’s 4.10% Debentures due October 15, 2044 (incorporated by reference to Exhibit 4.1 to WPL’s Form 8-K, filed October 14, 2014 (File No.

2 unchanged sentences

4.13 Officers’ Certificate, dated as of April 2, 2020, creating WPL’s 3.65% Debentures due April 1, 2050 (incorporated by reference to Exhibit 4.1 to WPL’s Form 8-K, filed April 2, 2020 (File No.

4.14 Officers’ Certificate, dated as of August 15, 2022, creating WPL’s 3.950% Debentures due September 1, 2032 (incorporated by reference to Exhibit 4.1 to WPL’s Form 8-K, filed August 15, 2022 (File No.

4.15 Indenture (For Senior Unsecured Debt Securities), dated as of August 20, 2003, between IPL and The Bank of New York Mellon Trust Co., N.A.

1 unchanged sentence

4.16 Officer’s Certificate, dated as of October 14, 2003, creating IPL’s 6.45% Senior Debentures due October 15, 2033 (incorporated by reference to Exhibit 4.1 to IPL’s Form 8-K, filed October 15, 2003 (File No.

4.16 Officer’s Certificate, dated as of May 3, 2004, creating IPL’s 6.30% Senior Debentures due May 1, 2034 (incorporated by reference to Exhibit 4.1 to IPL’s Form 8-K, filed May 5, 2004 (File No.

Table of Co ntents

Exhibit Number Description

4.17 Officer’s Certificate, dated as of May 3, 2004, creating IPL’s 6.30% Senior Debentures due May 1, 2034 (incorporated by reference to Exhibit 4.1 to IPL’s Form 8-K, filed May 5, 2004 (File No.

4.17a Officer’s Certificate, dated as of August 2, 2004, reopening IPL’s 6.30% Senior Debentures due May 1, 2034 (incorporated by reference to Exhibit 4.1 to IPL’s Form 8-K, filed August 5, 2004 (File No.

12 unchanged sentences

4.29 Description of Common Stock of Alliant Energy (incorporated by reference to Exhibit 4.26 to Alliant Energy’s Form 10-K for the year 2019 (File No.

10.1 Term Loan Credit Agreement, dated as of March 3, 2020, among AEF, Alliant Energy, KeyBank N.A.

10.1 Term Loan Credit Agreement, dated as of March 3, 2022, among AEF, Alliant Energy, U.S.

and the lender parties set forth therein (incorporated by reference to Exhibit 10.1 to Alliant Energy’s Form 8-K, filed March 4, 2022 (File No.

10.1a Incremental Term Loan Amendment, dated as of December 7, 2022, among AEF, Alliant Energy, Co Bank ACB a s incremental le n der, and U.S.

as administrative agent

10.2# Amended and Restated OIP, amended in 2015 (incorporated by reference to Appendix A to Alliant Energy’s definitive proxy statement filed on Schedule 14A on March 24, 2015 (File No.

3 unchanged sentences

10.2d# Form of Performance Restricted Stock Unit Agreement pursuant to the Amended and Restated OIP, amended in 2019 (incorporated by reference to Exhibit 10.6g to Alliant Energy’s Form 10-K for the year 2018 (File No.

10.3 2020 OIP (incorporated by reference to Appendix A to Alliant Energy’s definitive proxy statement filed on Schedule 14A on April 9, 2020 (File No.

10.3a# Form of Performance Share Agreement pursuant to the 2020 OIP (incorporated by reference to Exhibit 10.1a to Alliant Energy’s Form 10-Q for the quarter ended June 30, 2020 (File No.

10.3b# Form of Restricted Stock Unit Agreement pursuant to the 2020 O I P (incorporated by reference to Exhibit 10.1b to Alliant Energy’s Form 10-Q for the quarter ended June 30, 2020 (File No.

10.3 2020 O I P (incorporated by reference to Appendix A to Alliant Energy’s definitive proxy statement filed on Schedule 14A on April 9, 2020 (File No.

10.3a# Form of Performance Share Agreement pursuant to the 2020 O I P (incorporated by reference to Exhibit 10.1a to Alliant Energy’s Form 10-Q for the quarter ended June 30, 2020 (File No.

10.3b# Form of Restricted Stock Unit Agreement pursuant to the 2020 O IP (incorporated by reference to Exhibit 10.1b to Alliant Energy’s Form 10-Q for the quarter ended June 30, 2020 (File No.

10.3c# Form of Performance Restricted Stock Unit Agreement pursuant to the 2020 OIP (incorporated by reference to Exhibit 10.1c to Alliant Energy’s Form 10-Q for the quarter ended June 30, 2020 (File No.

10.3d# Form of Performance Share Agreement pursuant to the 2020 OIP, amended in 2022

10.3e# Form of Restricted Stock Unit Agreement pursuant to the 2020 OIP, amended in 2022

10.3f# Form of Performance Restricted Stock Unit Agreement (Diversity Metric) pursuant to the 2020 OIP, amended in 2022

10.3g# Form of Performance Restricted Stock Unit Agreement (Net Income Metric) pursuant to the 2020 OIP, amended in 2022

10.3d# Form of Performance Share Agreement pursuant to the 2020 OIP, amended in 2022 (incorporated by reference to Exhibit 10.3d to Alliant Energy’s Form 10-K for the year 2021 (File No.

10.3e# Form of Restricted Stock Unit Agreement pursuant to the 2020 OIP, amended in 2022 (incorporated by reference to Exhibit 10.3e to Alliant Energy’s Form 10-K for the year 2021 (File No.

10.3f# Form of Performance Restricted Stock Unit Agreement (Diversity Metric) pursuant to the 2020 OIP, amended in 2022 (incorporated by reference to Exhibit 10.3f to Alliant Energy’s Form 10-K for the year 2021 (File No.

10.3g# Form of Performance Restricted Stock Unit Agreement (Net Income Metric) pursuant to the 2020 OIP, amended in 2022 (incorporated by reference to Exhibit 10.3g to Alliant Energy’s Form 10-K for the year 2021 (File No.

10.4# DCP, as amended and restated effective January 1, 2011 (incorporated by reference to Exhibit 10.1 to Alliant Energy’s Form 8-K, filed December 14, 2010 (File No.

10.4a# Amendment to the DCP, as amended and restated (incorporated by reference to Exhibit 10.2 to Alliant Energy’s Form 8-K, filed December 5, 2011 (File No.

10.4b# Amendment to the DCP, as amended and restated

10.5# IES Industries Inc.

Amended and Restated Key Employee Deferred Compensation Agreement, as amended (incorporated by reference to Exhibit 10.7 to Alliant Energy’s Form 10-K for the year 2015 (File No.

Table of Co ntents

Exhibit Number Description

10.6# Alliant Energy Rabbi Trust Agreement for DCPs (incorporated by reference to Exhibit 10.19 to Alliant Energy’s Form 10-K for the year 2005 (File No.

2 unchanged sentences

10.7# Alliant Energy Excess Retirement Plan (incorporated by reference to Exhibit 10.1 to Alliant Energy’s Form 10-Q for the quarter ended September 30, 2008 (File No.

Exhibit Number Description

10.7a# Amendment to the Alliant Energy Excess Retirement Plan (incorporated by reference to Exhibit 10.4 to Alliant Energy’s Form 8-K, filed December 5, 2011 (File No.

6 unchanged sentences

Larsen (incorporated by reference to Exhibit 10.1 to Alliant Energy’s Form 8-K, filed October 28, 2021 (File No.

10.11# Form of KEESA, by and between Alliant Energy and each of J.H.

Gallegos, R.J.

de Leon and T.L.

Kouba (incorporated by reference to Exhibit 10.2 to Alliant Energy’s Form 8-K, filed October 28, 2021 (File No.

10.11# Form of KEESA, by and between Alliant Energy and each of R.J.

de Leon , T.L.

Kouba and M .

Luhrs (incorporated by reference to Exhibit 10.2 to Alliant Energy’s Form 8-K, filed October 28, 2021 (File No.

10.12# Executive Officer Severance Benefit Plan, as amended and restated, effective October 29, 2018 (incorporated by reference to Exhibit 10.1 to Alliant Energy’s Form 10-Q for the quarter ended September 30, 2018 (File No.

10.13# Terms of Alliant Energy Executive Performance Pay Plan (incorporated by reference to Exhibit 10.18 to Alliant Energy’s Form 10-K for the year 2015 (File No.

10.14# Form of Sign-On Bonus Reimbursement Agreement

10.15# Form of Relocation Reimbursement Agreement

10.16# Summary of Compensation and Benefits for Non-Employee Directors of Alliant Energy, IPL and WPL, effective January 1, 2023

21 unchanged sentences

FORM 10-K SUMMARY

Table of Co ntents

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized on the 24th day of February 2023.

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Allen, Director

/s/ Stephanie L.

Cox /s/ Stephanie L.

Cox, Director Stephanie L.

Cox, Director

Joy Falotico /s/ N.

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O’Toole, Director

Oestreich /s/ Dean C.

Oestreich, Director Dean C.

Oestreich, Director

Sanders /s/ Carol P.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures