-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BapBk0UPb3L7XB0iXEJZThmZzn80gR8YCmk+PAKRIsPsXOPA0VoN4GNO1qGoNXRL UKT/sG/Gm7QjMFLdMnpnww== 0000897069-08-000433.txt : 20080214 0000897069-08-000433.hdr.sgml : 20080214 20080214155221 ACCESSION NUMBER: 0000897069-08-000433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080211 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISCONSIN POWER & LIGHT CO CENTRAL INDEX KEY: 0000107832 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 390714890 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00337 FILM NUMBER: 08615122 BUSINESS ADDRESS: STREET 1: 4902 NORTH BILTMORE LANE STREET 2: PO BOX 77007 CITY: MADISON STATE: WI ZIP: 53707-1007 BUSINESS PHONE: 608-4583314 MAIL ADDRESS: STREET 1: 4902 N BILTMORE LANE STREET 2: PO BOX 77007 CITY: MADISON STATE: WI ZIP: 53707-1007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE POWER & LIGHT CO CENTRAL INDEX KEY: 0000052485 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 420331370 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04117 FILM NUMBER: 08615123 BUSINESS ADDRESS: STREET 1: 200 FIRST ST SE STREET 2: ALLIANT ENERGY TOWER CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193984411 MAIL ADDRESS: STREET 1: 200 FIRST ST SE STREET 2: ALLIANT ENERGY TOWER CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 FORMER COMPANY: FORMER CONFORMED NAME: IES UTILITIES INC DATE OF NAME CHANGE: 20020103 FORMER COMPANY: FORMER CONFORMED NAME: IES UTILITIES INC DATE OF NAME CHANGE: 19940107 FORMER COMPANY: FORMER CONFORMED NAME: IOWA ELECTRIC LIGHT & POWER CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANT ENERGY CORP CENTRAL INDEX KEY: 0000352541 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 391380265 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09894 FILM NUMBER: 08615124 BUSINESS ADDRESS: STREET 1: 4902 NORTH BILTMORE LANE STREET 2: PO BOX 77007 CITY: MADISON STATE: WI ZIP: 53707-1007 BUSINESS PHONE: 608-458-3314 MAIL ADDRESS: STREET 1: 4902 NORTH BILTMORE LANE STREET 2: PO BOX 77007 CITY: MADISON STATE: WI ZIP: 53707-1007 FORMER COMPANY: FORMER CONFORMED NAME: INTERSTATE ENERGY CORP DATE OF NAME CHANGE: 19980427 FORMER COMPANY: FORMER CONFORMED NAME: WPL HOLDINGS INC DATE OF NAME CHANGE: 19920703 8-K 1 cmw3367.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report  
(Date of earliest
event reported): February 11, 2008

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

0-4117-1
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 8-K is separately filed by Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company.

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

        (e)     On February 11, 2008, the Compensation and Personnel Committee (the “Committee”) of the Board of Directors (the “Board”) of Alliant Energy Corporation (“Alliant Energy”), Interstate Power and Light Company (“IP&L”) and Wisconsin Power and Light Company (“WP&L,” and together with Alliant Energy and IP&L, the “Company”) set the 2008 performance goals under the Management Incentive Compensation Plan (the “MICP”), which is the annual cash incentive compensation plan in which named executive officers, among others, participate. In general, the eligible cash incentive payment (“bonus”) under the MICP will be based on achieving certain financial performance goals, execution goals, and corporate well-being goals.

        The financial performance goals for William D. Harvey, the Chief Executive Officer, Eliot G. Protsch, the Chief Financial Officer and Thomas L. Aller, Senior Vice President include achieving consolidated Alliant Energy earnings per share from continuing operations of $2.65, which is the midpoint of consolidated Alliant Energy earnings per share from continuing operations guidance provided in Alliant Energy’s guidance release dated December 20, 2007 (the “Guidance Release”). The financial performance goals for the rest of the named executive officers include achieving utility earnings per share from continuing operations of $2.33, the midpoint of the guidance of utility earnings per share provided in the Guidance Release. All named executive officers financial goals include achieving cash flows from operations at the utilities and Alliant Energy Corporate Services, Inc. of $502 million. In addition to these financial performance goals, Mr. Aller has financial goals regarding Alliant Energy’s non-regulated transportation operations. The financial performance goals are weighted at 50% for each of the named executive officers in determining the annual bonus.

        The execution goals include achieving milestones regarding the planned new coal plants and wind farms at WP&L and IP&L, clean air compliance milestones, environmental targets and Lean Six Sigma goals. Mr. Harvey’s execution goals include a goal related to succession planning. Mr. Aller’s and Barbara J. Swan’s execution goals also include customer service and reliability targets. Ms. Swan’s and Dundeana K. Doyle’s execution goals also include benchmarks related to WP&L’s retail rate case. Execution goals are weighted at 30% for all of the named executive officers. The corporate well-being goals focus on meeting specified diversity benchmarks and specified safety benchmarks and are weighted at 20% for all of the named executive officers.

        Under the MICP, the Company’s named executive officers will be eligible to receive a target bonus equal to a stated percentage of annual base salary, with a maximum possible bonus of two times their target bonus. For 2008, the target bonus percentages for the named executive officers are: William D. Harvey, 95% (or $802,750); Eliot G. Protsch, 70% (or $346,500); Barbara J. Swan, 55% (or $206,500); Thomas L. Aller, 45% (or $120,375); and Dundeana K. Doyle, 40% (or $102,000).

        A summary of the 2008 MICP is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

2


        Also on February 11, 2008, the Committee approved an amended Key Executive Employment and Severance Agreements (the “KEESAs”) for certain officers of the Company, including the named executive officers. The KEESAs were amended to comply with Section 409A of the Internal Revenue Code. The amended KEESAs include a six-month delay in payments of cash benefits of over the limit provided in Section 409A (currently about $460,000), redefining “Good Reason” to comply with Section 409A, and specifying deadlines by which certain non-cash benefits must be paid. The amended KEESAs do not change the amount of benefits payable to the named executive officers.

Item 9.01. Financial Statements and Exhibits.

  (a) Not applicable.

  (b) Not applicable.

  (c) Not applicable.

  (d) Exhibits. The following exhibit is being filed herewith:

  (10.1) 2008 Management Incentive Compensation Plan Summary







3


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company have each duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALLIANT ENERGY CORPORATION

Date: February 14, 2008
By:  /s/ Thomas L. Hanson
        Thomas L. Hanson
        Vice President-Controller and
          Chief Accounting Officer

 
INTERSTATE POWER AND LIGHT COMPANY

Date: February 14, 2008
By:  /s/ Thomas L. Hanson
        Thomas L. Hanson
        Vice President-Controller and
          Chief Accounting Officer

 
WISCONSIN POWER AND LIGHT COMPANY

Date: February 14, 2008
By:  /s/ Thomas L. Hanson
        Thomas L. Hanson
        Vice President-Controller and
          Chief Accounting Officer





4


EXHIBIT INDEX

Exhibit No. Description

10.1 2008 Management Incentive Compensation Plan Summary














5

EX-10.1 2 cmw3367a.htm 2008 MGMT INCENTIVE COMP PLAN SUMMARY

Exhibit 10.1

2008 MANAGEMENT INCENTIVE COMPENSATION PLAN SUMMARY

Alliant Energy Corporation (the “Company”) maintains the Management Incentive Compensation Plan (MICP), which provides eligible employees with a cash incentive payment (“bonus”) if corporate and individual goals are met. The following is a summary of the material terms of the MICP applicable to named executive officers of the Company for 2008.


Alliant Energy Corporate Performance: The table below outlines the 2008 goals against which corporate performance will be measured and the funding associated with each level of achievement.

2008 CORPORATE PERFORMANCE MEASURES
For Purposes of Determining the Short-Term Incentive Pool

Earnings Per Share (EPS) (1)
Cash Flow (2)
Level
Funding
Level
Funding
 
Maximum 150%
Target 100% Target ($502M) 100%
Threshold (3) 20%
($2.33)

Weighting of EPS in
final Corporate Performance

Weighting of Cash Flow in
final Corporate Performance

85% 15%

  (1) Earnings per share (EPS) amounts used for purposes of determining short-term incentive pool will be based on utility earnings from continuing operations only.
  (2) Cash flow amounts used for purposes of determining short-term incentive pool funding will be based on utility and Alliant Energy Corporate Services, Inc. (SERVCO) cash flows from operations only. If cash flow amounts do not meet the target amount, the short term incentive pool will only be funded at 85% of the funding level achieved by EPS.
  (3) If the Threshold EPS level, which is the mid-point of utilities earnings per share guidance issued in December 20, 2007, is not met, there will be no payouts under the 2008 MICP.

MICP Target Incentives: Achievement of the target level goals and objectives may result in a payout of 100% of the incentive opportunity. However, a participant’s final award may range anywhere from 0 to 200% of that target based on an individual’s achievement of performance goals and the level of funding in the short-term incentive pool. Incentive opportunity is expressed as a percentage of eligible earnings for the plan year.

Individual Performance Goals: For 2008, there are financial, execution and corporate well-being goals for the CEO and other executive officers. Financial Goals are weighted at 50%. The 2008 annual financial goals are to achieve Alliant Energy Corporation consolidated EPS from continuing operations of $2.65 for the CEO, CFO and Senior Vice President, and Utility EPS from continuing operations of $2.33 for the other named executive officers. All officers have a target to achieve cash flows from operations of $502 million at utilities and SERVCO. Execution Goals weighted at 30% include various accomplishments for the WPL Baseload Plant; IPL Baseload Plant; IPL Wind; WPL Wind; WPL Retail Rate Case; Customer Service and Reliability standards; Clean Air Compliance Plan; Environmental; Succession Planning; and Lean Six Sigma goals. Corporate Well Being Goals weighted at 20% include various accomplishments for employee diversity metrics and safety goals.

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