UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30, 2019~~March 31, 2020

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

For the transition period from to

Name of Registrant, State of Incorporation, Address of Principal Executive Offices, Telephone Number, Commission File Number, IRS Employer Identification Number

ALLIANT ENERGY CORPORATION

(a Wisconsin Corporation)

4902 N. Biltmore Lane

Madison, Wisconsin 53718

Telephone (608) 458-3311

Commission File Number - 1-9894

IRS Employer Identification Number - 39-1380265

INTERSTATE POWER & LIGHT COMPANY

(an Iowa corporation)

Alliant Energy Tower

Cedar Rapids, Iowa 52401

Telephone (319) 786-4411

Commission File Number - 1-4117

IRS Employer Identification Number - 42-0331370

WISCONSIN POWER & LIGHT COMPANY

(a Wisconsin corporation)

4902 N. Biltmore Lane

Madison, Wisconsin 53718

Telephone (608) 458-3311

Commission File Number - 0-337

IRS Employer Identification Number - 39-0714890

This combined Form 10-Q is separately filed by Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company. Information contained in the Form 10-Q 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:

Alliant Energy Corporation, Common Stock, $0.01 Par Value, Trading Symbol LNT, Nasdaq Global Select Market

Interstate Power and Light Company, 5.100% Series D Cumulative Perpetual Preferred Stock, $0.01 Par Value, Trading Symbol IPLDP, Nasdaq Global Select Market

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.

Alliant Energy Corporation - Yes ☒ No ☐

Interstate Power and Light Company - Yes ☒ No ☐

Wisconsin Power and Light Company - Yes ☒ No ☐

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted 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 such files).

Alliant Energy Corporation - Yes ☒ No ☐

Interstate Power and Light Company - Yes ☒ No ☐

Wisconsin Power and Light Company - Yes ☒ No ☐

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

Alliant Energy Corporation - Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

Interstate Power and Light Company - Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller Reporting Company ☐ Emerging Growth Company ☐

Wisconsin Power and Light Company - Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Alliant Energy Corporation ☐

Interstate Power and Light Company ☐

Wisconsin Power and Light Company ☐

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

Alliant Energy Corporation - Yes ☐ No ☒

Interstate Power and Light Company - Yes ☐ No ☒

Wisconsin Power and Light Company - Yes ☐ No ☒

Number of shares outstanding of each class of common stock as of ~~September 30, 2019:~~March 31, 2020:

Alliant Energy Corporation, Common Stock, $0.01 par value, ~~240,342,949~~249,503,754 shares outstanding

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

Table of Contents

TABLE OF CONTENTS



	Page
Definitions	1
Forward-looking Statements	1
Part I. Financial Information	3
Item 1. Condensed Consolidated Financial Statements (Unaudited)	3
Alliant Energy Corporation	3
Interstate Power and Light Company	6
Wisconsin Power and Light Company	9
Combined Notes to Condensed Consolidated Financial Statements	12
1. Summary of Significant Accounting Policies	12
2. Regulatory Matters	13
3. Receivables	1413
4. Investments ~~and Acquisitions~~	1514
5. Common Equity	1514
6. Debt	1816
7. ~~Leases~~Revenues	17
8. Income Taxes	17
9. Benefit Plans	18
10. Asset Retirement Obligations	19
~~8. Revenues~~11. Derivative Instruments	19
12. Fair Value Measurements	20
~~9. Income Taxes~~13. Commitments and Contingencies	21
~~10. Benefit Plans~~	22
~~11. Asset Retirement Obligations~~	23
~~12. Derivative Instruments~~	23
~~13. Fair Value Measurements~~14. Segments of Business	24
~~14. Commitments and Contingencies~~	26
15. ~~Segments of Business~~	28
~~16.~~ Related Parties	2924
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3025
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3832
Item 4. Controls and Procedures	3832
Part II. Other Information	3832
Item 1A. Risk Factors	3832
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3833
Item 6. Exhibits	3933
Signatures	3934

Table of Contents

DEFINITIONS

The following abbreviations or acronyms used in this report are defined below:



Abbreviation or Acronym	Definition	Abbreviation or Acronym	Definition
~~2018~~2019 Form 10-K	Combined Annual Report on Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, ~~2018~~2019	GAAP	U.S. generally accepted accounting principles
AEF	Alliant Energy Finance, LLC	IPL	Interstate Power and Light Company
Alliant Energy	Alliant Energy Corporation	IUB	Iowa Utilities Board
ATC	American Transmission Company LLC	MDA	Management’s Discussion and Analysis of Financial Condition and Results of Operations
ATC Holdings	Interest in American Transmission Company LLC and ATC Holdco LLC	MISO	Midcontinent Independent System Operator, Inc.
Corporate Services	Alliant Energy Corporate Services, Inc.	MWh	Megawatt-hour
~~DAEC~~COVID-19	~~Duane Arnold Energy Center~~Novel coronavirus	N/A	Not applicable
~~Dth~~DAEC	~~Dekatherm~~Duane Arnold Energy Center	Note(s)	Combined Notes to Condensed Consolidated Financial Statements
Dth	Dekatherm	OPEB	Other postretirement benefits
EGU	Electric generating unit	~~OPEB~~PPA	~~Other postretirement benefits~~Purchased power agreement
EPA	U.S. Environmental Protection Agency	~~PPA~~PSCW	~~Purchased power agreement~~Public Service Commission of Wisconsin
EPS	Earnings per weighted average common share	~~PSCW~~U.S.	~~Public Service Commission~~United States of ~~Wisconsin~~America
Federal Tax Reform	Tax Cuts and Jobs Act	~~U.S.~~Whiting Petroleum	~~United States of America~~Whiting Petroleum Corporation
Financial Statements	Condensed Consolidated Financial Statements	~~Whiting Petroleum~~WPL	~~Whiting Petroleum Corporation~~Wisconsin Power and Light Company
FTR	Financial transmission right	~~WPL~~	~~Wisconsin Power and Light Company~~

FORWARD-LOOKING STATEMENTS

Statements contained in this report 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 “may,” “believe,” “expect,” “anticipate,” “plan,” “project,” “will,” “projections,” “estimate,” 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:

IPL’s and WPL’s ability to obtain adequate and timely rate relief to allow for, among other things, the recovery of and/or the return on costs, including fuel costs, operating costs, transmission costs, ~~environmental compliance and remediation costs,~~ deferred expenditures, deferred tax assets, tax expense, capital expenditures, and remaining costs related to EGUs that may be permanently closed and certain other retired assets, decreases in sales volumes, earning their authorized rates of return, and the payments to their parent of expected levels of dividends;

federal and state regulatory or governmental actions, including the impact of legislation, and regulatory agency orders;

the direct or indirect effects resulting from the COVID-19 pandemic on sales volumes, margins, operations, employees, contractors, vendors, the ability to complete construction projects, supply chains, customers’ inability to pay bills, suspension of disconnects and waiving of late fees applied to past due accounts, the market value of the assets that fund pension plans and the potential for additional funding requirements, the ability of counterparties to meet their obligations, compliance with regulatory requirements, the ability to implement regulatory plans, economic conditions and access to capital markets;

the impact of customer- and third party-owned generation, including alternative electric suppliers, in IPL’s and WPL’s service territories on system reliability, operating expenses and customers’ demand for electricity;

the impact of energy efficiency, franchise retention and customer disconnects on sales volumes and margins;

the impact that price changes may have on IPL’s and WPL’s customers’ demand for electric, gas and steam services and their ability to pay their bills;

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



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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;

any material post-closing payments related to any past asset divestitures, including the sale of Whiting Petroleum, which could result from, among other things, indemnification agreements, warranties, parental guarantees or litigation;

employee workforce factors, including changes in key executives, ability to hire and retain employees with specialized skills, ability to create desired corporate culture, collective bargaining agreements and negotiations, work stoppages or restructurings;

weather effects on results of utility operations;



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~~Table of Contents~~

issues associated with environmental remediation and environmental compliance, including compliance with all environmental and emissions permits, the Coal Combustion Residuals Rule, future changes in environmental laws and regulations, including ~~the EPA’s~~federal, state or local regulations for carbon dioxide emissions reductions from new and existing fossil-fueled EGUs, and litigation associated with environmental requirements;

increased pressure from customers, investors and other stakeholders to more rapidly reduce carbon dioxide emissions;

the ability to defend against environmental claims brought by state and federal agencies, such as the EPA, state natural resources agencies or third parties, such as the Sierra Club, and the impact on operating expenses of defending and resolving such claims;

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

inflation and interest rates;

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~~ ability to complete construction of wind and solar projects within the cost caps set by regulators and to meet all requirements to qualify for the full level of production tax ~~credits;~~credits and investment tax credits, respectively;

changes in the price of delivered natural gas, purchased electricity and coal due to shifts in supply and demand caused by market conditions and regulations;

disruptions in the supply and delivery of natural gas, purchased electricity and coal;

~~changes in the price of transmission services and the ability to recover the cost of transmission services in a timely manner;~~

the direct or indirect effects resulting from breakdown or failure of equipment in the operation of electric and gas distribution systems, such as mechanical problems and explosions or fires, and compliance with electric and gas transmission and distribution safety regulations, including regulations promulgated by the Pipeline and Hazardous Materials Safety Administration;

issues related to the availability and operations of EGUs, including start-up risks, breakdown or failure of equipment, performance below expected or contracted levels of output or efficiency, operator error, employee safety, transmission constraints, compliance with mandatory reliability standards and risks related to recovery of resulting incremental costs through rates;

impacts that excessive heat, storms or natural disasters may have on Alliant Energy’s, IPL’s and WPL’s operations and recovery of costs associated with restoration activities, or on the operations of Alliant Energy’s investments;

any material post-closing adjustments related to any past asset divestitures, including the sales of IPL’s Minnesota electric and natural gas assets, and Whiting Petroleum, which could result from, among other things, indemnification agreements, warranties, parental guarantees or litigation;

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

changes to costs of providing benefits and related funding requirements of pension and OPEB plans due to the market value of the assets that fund the plans, economic conditions, financial market performance, interest rates, life expectancies and demographics;

material changes in employee-related benefit and compensation costs;

risks associated with operation and ownership of non-utility holdings;

changes in technology that alter the channels through which customers buy or utilize Alliant Energy’s, IPL’s or WPL’s products and services;

impacts on equity income from unconsolidated investments ~~due to further~~from valuations and potential changes to ATC’s authorized return on equity;

impacts of IPL’s future tax benefits from Iowa rate-making practices, including deductions for repairs expenditures, allocation of mixed service costs and state depreciation, and recoverability of the associated regulatory assets from customers, when the differences reverse in future periods;

the impacts of adjustments made to deferred tax assets and liabilities from changes in the tax ~~laws;~~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;

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

reputational damage from negative publicity, protests, fines, penalties and other negative consequences resulting in regulatory and/or legal actions;

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

the ability to successfully complete tax audits and changes in tax accounting methods with no material impact on earnings and cash flows; and


•	other factors listed in MDA and Item 1A Risk Factors, as well as Risk Factors in Item 1A in the ~~2018~~2019 Form 10-K.

Alliant Energy, IPL and WPL each assume no obligation, and disclaim any duty, to update the forward-looking statements in this report, except as required by law.



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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ALLIANT ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	For the Three Months						For the Nine Months						For the Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2019			2018			2019			2018			2020			2019
	(in millions, except per share amounts)												(in millions, except per share amounts)
Revenues:
Electric utility		$915.9			$861.2			$2,350.5			$2,296.2			$730.3			$743.4
Gas utility	41.5			44.8			322.5			299.0			152.2			215.8
Other utility	11.2			12.3			33.2			36.2			11.6			11.1
Non-utility	21.6			10.3			61.4			29.6			21.6			16.9
Total revenues	990.2			928.6			2,767.6			2,661.0			915.7			987.2
Operating expenses:
Electric production fuel and purchased power	218.5			227.8			601.7			639.5			184.1			218.4
Electric transmission service	127.5			129.1			362.9			375.2			122.2			123.0
Cost of gas sold	9.1			11.3			151.1			150.0			85.0			121.6
Other operation and maintenance	173.7			148.4			527.2			468.8			162.2			181.2
Depreciation and amortization	143.8			129.0			423.6			376.4			146.3			136.9
Taxes other than income taxes	27.4			26.9			84.3			78.1			27.6			29.3
Total operating expenses	700.0			672.5			2,150.8			2,088.0			727.4			810.4
Operating income	290.2			256.1			616.8			573.0			188.3			176.8
Other (income) and deductions:
Interest expense	68.3			63.3			203.8			183.8			68.9			66.3
Equity income from unconsolidated investments, net	(11.6		)	(9.8		)	(35.2		)	(41.6		)	(13.4		)	(10.9		)
Allowance for funds used during construction	(21.9		)	(18.8		)	(65.6		)	(51.8		)	(23.0		)	(25.4		)
Other	3.7			1.6			11.0			6.0			1.9			4.0
Total other (income) and deductions	38.5			36.3			114.0			96.4			34.4			34.0
Income before income taxes	251.7			219.8			502.8			476.6			153.9			142.8
Income taxes	23.1			11.7			49.4			42.1
Income tax expense (benefit)													(18.7		)	15.1
Net income	228.6			208.1			453.4			434.5			172.6			127.7
Preferred dividend requirements of Interstate Power and Light Company	2.6			2.6			7.7			7.7			2.6			2.6
Net income attributable to Alliant Energy common shareowners		$226.0			$205.5			$445.7			$426.8			$170.0			$125.1

Weighted average number of common shares outstanding:
Basic	239.1			235.2			237.7			232.9			244.4			236.5
Diluted	239.9			235.2			238.2			232.9			244.6			236.6

Earnings per weighted average common share attributable to Alliant Energy common shareowners:
Basic		$0.95			$0.87			$1.88			$1.83
Diluted		$0.94			$0.87			$1.87			$1.83
Earnings per weighted average common share attributable to Alliant Energy common shareowners (basic and diluted)														$0.70			$0.53

Refer to accompanying Combined Notes to Condensed Consolidated Financial Statements.



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ALLIANT ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
	(in millions, except per share and share amounts)				(in millions, except per share and share amounts)
ASSETS
Current assets:
Cash and cash equivalents		$193.7		$20.9		$55.2		$16.3
Accounts receivable, less allowance for doubtful accounts	451.5		350.4
Accounts receivable, less allowance for expected credit losses					396.4		402.1
Production fuel, at weighted average cost	71.1		61.4		80.2		77.7
Gas stored underground, at weighted average cost	46.1		49.0		35.4		49.1
Materials and supplies, at weighted average cost	106.9		101.4		105.0		100.5
Regulatory assets	76.3		79.8		102.5		86.4
Prepaid gross receipts tax	30.3		42.2
Other	137.1		80.0		137.5		143.4
Total current assets	1,113.0		785.1		912.2		875.5
Property, plant and equipment, net	13,131.1		12,462.4		13,685.0		13,527.1
Investments:
ATC Holdings	309.1		293.6		319.1		320.1
Other	143.9		137.7		150.4		147.7
Total investments	453.0		431.3		469.5		467.8
Other assets:
Regulatory assets	1,763.7		1,657.5		1,752.4		1,758.3
Deferred charges and other	72.6		89.7		59.9		72.0
Total other assets	1,836.3		1,747.2		1,812.3		1,830.3
Total assets		$16,533.4		$15,426.0		$16,879.0		$16,700.7


LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt		$656.8			$256.5			$357.2			$657.2
Commercial paper	349.6			441.2			80.5			337.4
Other short-term borrowings							190.0			—
Accounts payable	497.7			543.3			375.4			422.3
Regulatory liabilities	188.9			142.7			239.8			212.0
Other	389.1			260.4			407.3			425.2
Total current liabilities	2,082.1			1,644.1			1,650.2			2,054.1
Long-term debt, net (excluding current portion)	5,535.1			5,246.3			5,833.9			5,533.0
Other liabilities:
Deferred tax liabilities	1,703.0			1,603.1			1,736.1			1,714.0
Regulatory liabilities	1,262.1			1,350.5			1,154.1			1,211.6
Pension and other benefit obligations	476.3			509.1			452.6			484.0
Other	305.6			287.2			349.7			298.9
Total other liabilities	3,747.0			3,749.9			3,692.5			3,708.5
Commitments and contingencies (Note 14)
Commitments and contingencies (Note 13)
Equity:
Alliant Energy Corporation common equity:
Common stock - $0.01 par value - 480,000,000 shares authorized; 240,342,949 and 236,063,279 shares outstanding	2.4			2.4
Common stock - $0.01 par value - 480,000,000 shares authorized; 249,503,754 and 245,022,800 shares outstanding							2.5			2.5
Additional paid-in capital	2,236.9			2,045.5			2,674.1			2,445.9
Retained earnings	2,739.1			2,545.9			2,833.7			2,765.4
Accumulated other comprehensive income	1.0			1.7			2.0			1.3
Shares in deferred compensation trust - 385,343 and 384,580 shares at a weighted average cost of $26.52 and $25.60 per share	(10.2		)	(9.8		)
Shares in deferred compensation trust - 360,852 and 381,232 shares at a weighted average cost of $27.44 and $26.24 per share							(9.9		)	(10.0		)
Total Alliant Energy Corporation common equity	4,969.2			4,585.7			5,502.4			5,205.1
Cumulative preferred stock of Interstate Power and Light Company	200.0			200.0			200.0			200.0
Total equity	5,169.2			4,785.7			5,702.4			5,405.1
Total liabilities and equity		$16,533.4			$15,426.0			$16,879.0			$16,700.7

Refer to accompanying Combined Notes to Condensed Consolidated Financial Statements.



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ALLIANT ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Nine Months						For the Three Months
	Ended September 30,						Ended March 31,
	2019			2018			2020			2019
	(in millions)						(in millions)
Cash flows from operating activities:
Net income		$453.4			$434.5			$172.6			$127.7
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	423.6			376.4			146.3			136.9
Deferred tax expense and tax credits	53.2			62.5			(22.5		)	21.7
Equity component of allowance for funds used during construction	(46.3		)	(35.5		)
Other	17.1			2.1			5.3			(10.1		)
Other changes in assets and liabilities:
Accounts receivable	(359.2		)	(325.2		)	(119.0		)	(121.6		)
Gas stored underground							13.7			33.1
Accounts payable	(27.9		)	(47.3		)	(6.2		)	(42.7		)
Regulatory liabilities							(38.1		)	14.1
Pension and other benefit obligations							(31.4		)	(15.4		)
Deferred income taxes	45.4			32.7			49.6			16.9
Other	(50.1		)	(58.0		)	(10.1		)	20.5
Net cash flows from operating activities	509.2			442.2			160.2			181.1
Cash flows used for investing activities:
Construction and acquisition expenditures:
Utility business	(1,003.9		)	(1,080.2		)	(277.9		)	(374.0		)
Other	(71.4		)	(47.8		)	(10.6		)	(32.1		)
Cash receipts on sold receivables	255.9			337.2			122.5			53.4
Other	(41.7		)	(24.9		)	(13.6		)	(12.1		)
Net cash flows used for investing activities	(861.1		)	(815.7		)	(179.6		)	(364.8		)
Cash flows from financing activities:
Common stock dividends	(252.5		)	(233.3		)	(93.0		)	(83.7		)
Proceeds from issuance of common stock, net	185.4			191.3			228.4			54.6
Proceeds from issuance of long-term debt	950.0			1,500.0			300.0			—
Payments to retire long-term debt	(253.5		)	(603.1		)	(300.3		)	(0.3		)
Net change in commercial paper and other short-term borrowings	(91.6		)	(278.4		)	(66.9		)	188.5
Other	(11.7		)	10.9			(7.9		)	16.9
Net cash flows from financing activities	526.1			587.4			60.3			176.0
Net increase in cash, cash equivalents and restricted cash	174.2			213.9
Net increase (decrease) in cash, cash equivalents and restricted cash							40.9			(7.7		)
Cash, cash equivalents and restricted cash at beginning of period	25.5			33.9			17.7			25.5
Cash, cash equivalents and restricted cash at end of period		$199.7			$247.8			$58.6			$17.8
Supplemental cash flows information:
Cash (paid) refunded during the period for:
Interest		($194.7	)		($171.6	)		($64.9	)		($62.9	)
Income taxes, net		$0.8			($5.0	)		($0.1	)		$6.8
Significant non-cash investing and financing activities:
Accrued capital expenditures		$254.2			$236.2			$156.3			$167.5
Beneficial interest obtained in exchange for securitized accounts receivable		$237.0			$243.7			$188.0			$178.3

Refer to accompanying Combined Notes to Condensed Consolidated Financial Statements.



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INTERSTATE POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	For the Three Months						For the Nine Months						For the Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2019			2018			2019			2018			2020			2019
	(in millions)												(in millions)
Revenues:
Electric utility		$560.9			$509.2			$1,373.0			$1,337.0			$424.8			$419.8
Gas utility	24.8			26.7			187.8			177.0			83.0			124.6
Steam and other	10.8			11.7			32.0			34.2			11.1			10.7
Total revenues	596.5			547.6			1,592.8			1,548.2			518.9			555.1
Operating expenses:
Electric production fuel and purchased power	126.8			122.5			339.0			354.0			106.2			128.9
Electric transmission service	91.8			92.8			256.9			268.0			84.5			87.7
Cost of gas sold	5.9			6.4			80.0			83.8			44.2			63.3
Other operation and maintenance	100.2			94.6			305.6			297.1			86.6			108.0
Depreciation and amortization	83.7			73.9			243.4			209.2			85.9			77.1
Taxes other than income taxes	14.6			14.3			46.4			39.7			14.8			16.6
Total operating expenses	423.0			404.5			1,271.3			1,251.8			422.2			481.6
Operating income	173.5			143.1			321.5			296.4			96.7			73.5
Other (income) and deductions:
Interest expense	31.7			30.4			92.6			90.6			34.5			29.4
Allowance for funds used during construction	(10.8		)	(11.0		)	(34.5		)	(28.3		)	(9.8		)	(15.8		)
Other	2.0			0.5			5.4			2.0			0.9			1.9
Total other (income) and deductions	22.9			19.9			63.5			64.3			25.6			15.5
Income before income taxes	150.6			123.2			258.0			232.1			71.1			58.0
Income tax expense (benefit)	6.9			(5.9		)	10.9			(0.5		)	(14.1		)	2.1
Net income	143.7			129.1			247.1			232.6			85.2			55.9
Preferred dividend requirements	2.6			2.6			7.7			7.7			2.6			2.6
Earnings available for common stock		$141.1			$126.5			$239.4			$224.9
Net income available for common stock														$82.6			$53.3

Earnings per share data is not disclosed given Alliant Energy Corporation is the sole shareowner of all shares of IPL’s common stock outstanding during the periods presented.

Refer to accompanying Combined Notes to Condensed Consolidated Financial Statements.



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Table of Contents

INTERSTATE POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
	(in millions, except per share and share amounts)				(in millions, except per share and share amounts)
ASSETS
Current assets:
Cash and cash equivalents		$184.0		$9.7		$25.0		$9.3
Accounts receivable, less allowance for doubtful accounts	258.3		153.5
Accounts receivable, less allowance for expected credit losses					204.8		202.8
Production fuel, at weighted average cost	40.3		44.8		54.2		47.1
Gas stored underground, at weighted average cost	21.6		26.1		8.3		21.7
Materials and supplies, at weighted average cost	60.3		55.4		60.5		55.0
Regulatory assets	34.6		39.2		54.3		43.5
Other	22.1		43.1		28.5		30.0
Total current assets	621.2		371.8		435.6		409.4
Property, plant and equipment, net	7,283.9		6,781.5		7,589.4		7,480.7
Other assets:
Regulatory assets	1,369.4		1,239.8		1,350.6		1,355.8
Deferred charges and other	28.1		18.3		28.5		31.6
Total other assets	1,397.5		1,258.1		1,379.1		1,387.4
Total assets		$9,302.6		$8,411.4		$9,404.1		$9,277.5


LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt		$200.0		$—		$200.0		$200.0
Commercial paper	—		50.4
Accounts payable	290.0		304.9		184.3		207.0
Accounts payable to associated companies	40.7		28.8		49.3		39.3
Regulatory liabilities	95.5		90.0		136.4		115.9
Accrued taxes	58.7		45.8
Other	197.7		87.2		265.1		268.3
Total current liabilities	882.6		607.1		835.1		830.5
Long-term debt, net (excluding current portion)	2,946.8		2,552.3		2,947.9		2,947.3
Other liabilities:
Deferred tax liabilities	974.9		957.3		1,010.4		1,008.0
Regulatory liabilities	638.1		664.9		584.4		598.8
Pension and other benefit obligations	165.1		178.4		161.5		167.7
Other	251.0		220.7		269.4		253.4
Total other liabilities	2,029.1		2,021.3		2,025.7		2,027.9
Commitments and contingencies (Note 14)
Commitments and contingencies (Note 13)
Equity:
Interstate Power and Light Company common equity:
Common stock - $2.50 par value - 24,000,000 shares authorized; 13,370,788 shares outstanding	33.4		33.4		33.4		33.4
Additional paid-in capital	2,322.8		2,222.8		2,447.8		2,347.8
Retained earnings	887.9		774.5		914.2		890.6
Total Interstate Power and Light Company common equity	3,244.1		3,030.7		3,395.4		3,271.8
Cumulative preferred stock	200.0		200.0		200.0		200.0
Total equity	3,444.1		3,230.7		3,595.4		3,471.8
Total liabilities and equity		$9,302.6		$8,411.4		$9,404.1		$9,277.5

Refer to accompanying Combined Notes to Condensed Consolidated Financial Statements.



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INTERSTATE POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Nine Months						For the Three Months
	Ended September 30,						Ended March 31,
	2019			2018			2020			2019
	(in millions)						(in millions)
Cash flows from operating activities:
Net income		$247.1			$232.6			$85.2			$55.9
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	243.4			209.2			85.9			77.1
Equity component of allowance for funds used during construction	(24.6		)	(19.3		)
Other	(13.2		)	0.7			(15.3		)	(10.1		)
Other changes in assets and liabilities:
Accounts receivable	(365.0		)	(353.2		)	(125.5		)	(112.6		)
Accounts payable	(14.0		)	(34.5		)
Deferred income taxes	31.5			22.9
Gas stored underground							13.4			20.7
Other	33.3			(19.5		)	(18.6		)	45.7
Net cash flows from operating activities	138.5			38.9			25.1			76.7
Cash flows used for investing activities:
Construction and acquisition expenditures	(696.3		)	(635.2		)	(165.0		)	(261.3		)
Cash receipts on sold receivables	255.9			337.2			122.5			53.4
Other	(43.7		)	(30.9		)	(10.4		)	(13.9		)
Net cash flows used for investing activities	(484.1		)	(328.9		)	(52.9		)	(221.8		)
Cash flows from financing activities:
Common stock dividends	(126.0		)	(125.9		)	(59.0		)	(42.0		)
Capital contributions from parent	100.0			230.0			100.0			100.0
Proceeds from issuance of long-term debt	600.0			500.0
Payments to retire long-term debt	—			(100.0		)
Net change in commercial paper	(50.4		)	—			—			64.6
Other	(5.1		)	15.0			2.5			17.0
Net cash flows from financing activities	518.5			519.1			43.5			139.6
Net increase in cash, cash equivalents and restricted cash	172.9			229.1
Net increase (decrease) in cash, cash equivalents and restricted cash							15.7			(5.5		)
Cash, cash equivalents and restricted cash at beginning of period	12.4			7.2			9.3			12.4
Cash, cash equivalents and restricted cash at end of period		$185.3			$236.3			$25.0			$6.9
Supplemental cash flows information:
Cash (paid) refunded during the period for:
Interest		($93.9	)		($89.1	)		($40.9	)		($36.0	)
Income taxes, net		$8.2			($2.4	)		($0.1	)		$6.8
Significant non-cash investing and financing activities:
Accrued capital expenditures		$180.2			$142.4			$92.4			$106.6
Beneficial interest obtained in exchange for securitized accounts receivable		$237.0			$243.7			$188.0			$178.3

Refer to accompanying Combined Notes to Condensed Consolidated Financial Statements.



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WISCONSIN POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	For the Three Months						For the Nine Months						For the Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2019			2018			2019			2018			2020			2019
	(in millions)												(in millions)
Revenues:
Electric utility		$355.0			$352.0			$977.5			$959.2			$305.5			$323.6
Gas utility	16.7			18.1			134.7			122.0			69.2			91.2
Other	0.4			0.6			1.2			2.0			0.5			0.4
Total revenues	372.1			370.7			1,113.4			1,083.2			375.2			415.2
Operating expenses:
Electric production fuel and purchased power	91.7			105.3			262.7			285.5			77.9			89.5
Electric transmission service	35.7			36.3			106.0			107.2			37.7			35.3
Cost of gas sold	3.2			4.9			71.1			66.2			40.8			58.3
Other operation and maintenance	62.3			54.2			188.2			172.8			54.2			63.5
Depreciation and amortization	58.9			54.1			176.6			164.2			59.1			58.6
Taxes other than income taxes	12.0			11.7			35.4			35.7			11.7			11.9
Total operating expenses	263.8			266.5			840.0			831.6			281.4			317.1
Operating income	108.3			104.2			273.4			251.6			93.8			98.1
Other (income) and deductions:
Interest expense	25.4			24.2			77.3			73.5			25.1			25.8
Allowance for funds used during construction	(11.1		)	(7.8		)	(31.1		)	(23.5		)	(13.2		)	(9.6		)
Other	1.4			1.3			4.6			3.4			0.5			1.6
Total other (income) and deductions	15.7			17.7			50.8			53.4			12.4			17.8
Income before income taxes	92.6			86.5			222.6			198.2			81.4			80.3
Income taxes	17.1			10.2			39.4			28.1
Earnings available for common stock		$75.5			$76.3			$183.2			$170.1
Income tax expense (benefit)													(8.2		)	14.6
Net income														$89.6			$65.7

Earnings per share data is not disclosed given Alliant Energy Corporation is the sole shareowner of all shares of WPL’s common stock outstanding during the periods presented.

Refer to accompanying Combined Notes to Condensed Consolidated Financial Statements.



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WISCONSIN POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
	(in millions, except per share and share amounts)				(in millions, except per share and share amounts)
ASSETS
Current assets:
Cash and cash equivalents		$8.3		$8.7		$22.7		$4.4
Accounts receivable, less allowance for doubtful accounts	184.3		190.1
Accounts receivable, less allowance for expected credit losses					181.1		190.9
Production fuel, at weighted average cost	30.8		16.6		26.0		30.6
Gas stored underground, at weighted average cost	24.5		22.9		27.1		27.4
Materials and supplies, at weighted average cost	43.7		42.9		42.2		43.1
Regulatory assets	41.7		40.6		48.2		42.9
Prepaid gross receipts tax	30.3		42.2
Other	86.6		20.6		88.4		103.4
Total current assets	450.2		384.6		435.7		442.7
Property, plant and equipment, net	5,449.7		5,287.3		5,691.2		5,638.3
Other assets:
Regulatory assets	394.3		417.7		401.8		402.5
Deferred charges and other	19.5		62.9		23.2		23.0
Total other assets	413.8		480.6		425.0		425.5
Total assets		$6,313.7		$6,152.5		$6,551.9		$6,506.5


LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt		$150.0		$250.0		$150.0		$150.0
Commercial paper	—		105.5		—		168.2
Other short-term borrowings					182.0		—
Accounts payable	151.1		180.9		136.4		159.9
Regulatory liabilities	93.4		52.7		103.4		96.1
Other	113.6		105.5		128.4		116.1
Total current liabilities	508.1		694.6		700.2		690.3
Long-term debt, net (excluding current portion)	1,782.3		1,584.9		1,783.1		1,782.7
Other liabilities:
Deferred tax liabilities	652.6		582.0		647.5		626.2
Regulatory liabilities	624.0		685.6		569.7		612.8
Finance lease obligations - Sheboygan Falls Energy Facility	53.6		60.0		49.1		51.4
Pension and other benefit obligations	203.5		217.7		203.7		210.8
Other	164.8		178.2		162.5		168.7
Total other liabilities	1,698.5		1,723.5		1,632.5		1,669.9
Commitments and contingencies (Note 14)
Commitments and contingencies (Note 13)
Equity:
Wisconsin Power and Light Company common equity:
Common stock - $5 par value - 18,000,000 shares authorized; 13,236,601 shares outstanding	66.2		66.2		66.2		66.2
Additional paid-in capital	1,409.0		1,309.0		1,459.0		1,434.0
Retained earnings	849.6		774.3		910.9		863.4
Total Wisconsin Power and Light Company common equity	2,324.8		2,149.5		2,436.1		2,363.6
Total liabilities and equity		$6,313.7		$6,152.5		$6,551.9		$6,506.5

Refer to accompanying Combined Notes to Condensed Consolidated Financial Statements.



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WISCONSIN POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Nine Months						For the Three Months
	Ended September 30,						Ended March 31,
	2019			2018			2020			2019
	(in millions)						(in millions)
Cash flows from operating activities:
Net income		$183.2			$170.1			$89.6			$65.7
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	176.6			164.2			59.1			58.6
Deferred tax expense and tax credits	54.6			50.3
Other	(7.8		)	(12.0		)	(15.5		)	12.8
Other changes in assets and liabilities:
Accounts receivable	3.8			29.7
Accounts payable							(2.9		)	(28.7		)
Regulatory liabilities	(28.6		)	7.2			(39.2		)	(3.3		)
Deferred income taxes							32.3			4.0
Other	(22.2		)	(64.0		)	24.8			13.1
Net cash flows from operating activities	359.6			345.5			148.2			122.2
Cash flows used for investing activities:
Construction and acquisition expenditures	(307.6		)	(445.0		)	(112.9		)	(112.7		)
Other	(27.3		)	(23.7		)	(11.6		)	(7.6		)
Net cash flows used for investing activities	(334.9		)	(468.7		)	(124.5		)	(120.3		)
Cash flows from (used for) financing activities:
Cash flows used for financing activities:
Common stock dividends	(107.9		)	(105.0		)	(42.1		)	(36.0		)
Capital contributions from parent	100.0			200.0			25.0			—
Proceeds from issuance of long-term debt	350.0			—
Payments to retire long-term debt	(250.0		)	—
Net change in commercial paper	(105.5		)	13.4
Net change in commercial paper and other short-term borrowings							13.8			32.9
Other	(10.9		)	(1.7		)	(2.1		)	(3.3		)
Net cash flows from (used for) financing activities	(24.3		)	106.7
Net cash flows used for financing activities							(5.4		)	(6.4		)
Net increase (decrease) in cash, cash equivalents and restricted cash	0.4			(16.5		)	18.3			(4.5		)
Cash, cash equivalents and restricted cash at beginning of period	9.2			24.2			4.4			9.2
Cash, cash equivalents and restricted cash at end of period		$9.6			$7.7			$22.7			$4.7
Supplemental cash flows information:
Cash paid during the period for:
Interest		($73.9	)		($68.5	)		($21.4	)		($22.5	)
Income taxes, net		($7.0	)		($11.2	)
Significant non-cash investing and financing activities:
Accrued capital expenditures		$70.3			$86.2			$62.0			$57.3

Refer to accompanying Combined Notes to Condensed Consolidated Financial Statements.



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Table of Contents

ALLIANT ENERGY CORPORATION

INTERSTATE POWER AND LIGHT COMPANY

WISCONSIN POWER AND LIGHT COMPANY

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1(a) General - The interim unaudited Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. These Financial Statements should be read in conjunction with the financial statements and the notes thereto included in the latest combined Annual Report on Form 10-K.

In the opinion of management, all adjustments, which unless otherwise noted are normal and recurring in nature, necessary for a fair presentation of the results of operations, financial position and cash flows have been made. Results for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, ~~2019.~~ 2020.

In March 2020, COVID-19 was declared a global pandemic, which has resulted in widespread travel restrictions and closures of commercial spaces and industrial facilities in Alliant Energy’s service territories. Alliant Energy, IPL and WPL considered the impact of COVID-19 on their overall business operations, financial condition, results of operations and cash flows, along with assumptions and estimates used, and determined there were no material adverse impacts for the three months ended March 31, 2020. The degree to which the COVID-19 pandemic may impact such items in the future is currently unknown and will depend on future developments of the pandemic as well as possible additional actions by government and regulatory authorities.

A change in management’s estimates or assumptions could have a material impact on financial condition and results of operations during the period in which such change occurred. Certain prior period amounts in the Financial Statements and Notes have been reclassified to conform to the current period presentation for comparative purposes.

NOTE 1(b) Cash and Cash Equivalents - At ~~September 30, 2019,~~March 31, 2020, Alliant Energy’s, IPL’s and ~~IPL’s~~WPL’s cash and cash equivalents included ~~$174.4~~$41.2 million, $21.2 million and ~~$173.7~~$20.0 million of money market fund investments, with weighted average interest rates of ~~2.0%~~0.4%, 0.4% and ~~2.0%~~0.4%, respectively.

NOTE 1(c) ~~Leases~~Current Expected Credit Losses Estimates -~~The determination of whether an arrangement qualifies as a lease occurs at the inception~~ Current expected credit losses are estimated for trade and other receivables and credit exposures on guarantees of the ~~arrangement. Arrangements that qualify as leases~~performance by third parties. The current expected credit losses for short-term trade receivables are ~~classified as either operating or finance. Operating and finance lease liabilities represent obligations~~based on estimates of losses resulting from the inability of customers to make ~~payments arising from the lease. Operating and finance lease assets represent the right~~required payments. The methodology used to ~~use an underlying asset for the lease term and are recognized at the lease commencement date~~estimate losses is based on historical write-offs, regional economic conditions, significant events that could impact collectability, such as impacts related to COVID-19 and related regulatory actions, and forecasted changes to the ~~present value~~accounts receivable aging portfolio and write-offs. The current expected credit losses related to guarantees of the ~~lease payments over the lease term. Leases with initial terms less than 12 months~~performance by third parties are ~~not recognized~~estimated using both quantitative and qualitative information, including a probability-weighted approach in a range of possible estimated forecasted cash flow expenditures and relevant market-based data, such as leases. For operating leases, an incremental borrowing rate, as determined at the lease commencement date, is used to determine the present value of the lease payments. For finance leases, the rate implicit in the lease is used to determine the present value of the lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the expected lease term. Finance lease expense is comprised of depreciationcredit ratings, credit default metrics, economic conditions, bankruptcy considerations and ~~interest expenses. Finance lease assets are depreciated on a straight-line basis over the shorter of the useful life of the underlying asset or the lease term.~~other significant events.

NOTE 1(d) New Accounting Standards -

Credit Losses - In June 2016, the Financial Accounting Standards Board issued an accounting standard requiring use of a current expected credit loss model rather than an incurred loss method, which is intended to result in more timely recognition of credit losses on trade receivables, ~~and~~ certain other ~~assets.~~assets and off-balance sheet credit exposures. Alliant Energy, IPL and WPL ~~will adopt~~adopted this standard on January 1, 2020 using ~~the~~a modified retrospective method of adoption, which requires cumulative effect adjustments to retained earnings on January 1, ~~2020 upon adoption. Alliant Energy,~~2020. IPL and WPL ~~will continue~~did not record a cumulative effect adjustment to ~~evaluate the impact of this standard~~retained earnings and ~~do not currently expect a material change to their financial condition or results of operations as a result of adopting this standard.~~

~~Cloud Computing Arrangements~~ - In August 2018, the Financial Accounting Standards Board issued an accounting standard that clarifies capitalization and presentation requirements of implementation costs incurred in cloud computing arrangements. Alliant Energy ~~IPL and WPL will adopt this standard on January 1,~~recorded a pre-tax $12 million (after-tax $8.7 million) cumulative effect adjustment to decrease retained earnings related to Alliant Energy’s guarantees in the partnership obligations of an affiliate of Whiting Petroleum (refer to Note 13(c) for further discussion). This adjustment is included in “Adoption of new accounting standard” for 2020 ~~and are currently evaluating the impact~~in Alliant Energy’s summary of ~~this standard on their financial statements.~~changes in shareowners’ equity in Note 5.



	12

Table of Contents

~~Leases~~ - In February 2016, the Financial Accounting Standards Board issued an accounting standard requiring lease assets and lease liabilities, including operating leases, to be recognized on the balance sheet. The accounting for capital leases, now referred to as finance leases, remains unchanged with the adoption of this standard. Alliant Energy, IPL and WPL adopted this standard on January 1, 2019 using an optional transition approach and there was no cumulative effect adjustment to the balance sheets as of January 1, 2019. Prior period amounts have not been restated to reflect the adoption of this standard and continue to be reported under the accounting standards in effect for those periods. Upon transition to the new standard, Alliant Energy, IPL and WPL elected the land easement transition practical expedient, for which existing land easements that were not previously accounted for as leases under the original accounting standards did not need to be evaluated under the new accounting standard. In addition, Alliant Energy, IPL and WPL evaluated land easements that were previously accounted for as leases and determined that the majority of these land easements relate to joint-use land sites, and do not meet the criteria for leases under the new accounting standard. Therefore, these land easement arrangements are no longer reflected as operating leases effective January 1, 2019. Refer to ~~Note 7~~ ~~for further discussion of leases.~~

NOTE 2. REGULATORY MATTERS

Regulatory Assets and Regulatory Liabilities -

Regulatory assets were comprised of the following items (in millions):


	Alliant Energy				IPL				WPL				Alliant Energy				IPL				WPL
	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019
Tax-related		$825.2		$820.6		$787.2		$783.1		$38.0		$37.5		$831.2		$817.6		$788.3		$776.8		$42.9		$40.8
Pension and OPEB costs	513.1		542.3		260.0		274.0		253.1		268.3		510.5		524.0		255.7		262.5		254.8		261.5
Assets retired early	138.7		111.6		90.1		55.4		48.6		56.2		129.2		134.0		85.6		87.9		43.6		46.1
Asset retirement obligations	110.7		110.8		75.2		76.3		35.5		34.5		112.8		111.8		77.1		76.2		35.7		35.6
IPL’s DAEC PPA amendment	107.7		—		107.7		—		—		—		108.8		108.2		108.8		108.2		—		—
Derivatives	34.0		28.0		15.0		15.1		19.0		12.9		51.6		39.5		22.6		18.3		29.0		21.2
Emission allowances	21.7		23.6		21.7		23.6		—		—		20.5		21.1		20.5		21.1		—		—
Other	88.9		100.4		47.1		51.5		41.8		48.9		90.3		88.5		46.3		48.3		44.0		40.2
		$1,840.0		$1,737.3		$1,404.0		$1,279.0		$436.0		$458.3		$1,854.9		$1,844.7		$1,404.9		$1,399.3		$450.0		$445.4

Regulatory liabilities were comprised of the following items (in millions):


	Alliant Energy				IPL				WPL				Alliant Energy				IPL				WPL
	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019
Tax-related		$851.4		$890.6		$365.0		$390.1		$486.4		$500.5		$799.4		$835.6		$345.0		$350.9		$454.4		$484.7
Cost of removal obligations	390.9		401.2		261.0		273.3		129.9		127.9		387.9		387.7		258.1		257.0		129.8		130.7
Electric transmission cost recovery	89.8		104.0		48.0		47.7		41.8		56.3		97.4		88.6		62.0		51.3		35.4		37.3
Commodity cost recovery	29.1		16.8		16.7		11.9		12.4		4.9		25.8		24.2		10.7		8.8		15.1		15.4
WPL’s earnings sharing mechanism	21.8		25.4		—		—		21.8		25.4		20.4		21.9		—		—		20.4		21.9
Derivatives	20.8		18.5		16.9		10.2		3.9		8.3		16.4		19.9		14.8		17.4		1.6		2.5
Other	47.2		36.7		26.0		21.7		21.2		15.0		46.6		45.7		30.2		29.3		16.4		16.4
		$1,451.0		$1,493.2		$733.6		$754.9		$717.4		$738.3		$1,393.9		$1,423.6		$720.8		$714.7		$673.1		$708.9

~~Assets Retired Early~~Tax-related -Upon completion of the phased installation of advanced metering infrastructure, IPL retired certain analog electric meters in September 2019 and reclassified the $36 million remaining net book value of these meters from property, plant and equipment to a regulatory asset on Alliant Energy’s, IPL’s and IPL’s balance sheets. Recovery of these retired meters is included in the settlement agreement for IPL’s current retail electric base rate increase, and the IUB will decide on the recovery of these assets with the current retail electric rate review decision.

~~IPL’s DAEC PPA Amendment -~~ ~~In January 2019, IPL incurred an obligation~~WPL’s tax-related regulatory liabilities are primarily related to make a September 2020 buyout payment of $110 million in exchange for shortening the term of IPL’s DAEC nuclear generation PPA by 5 years. The IUB approved placing the buyout payment in a regulatory asset account, which will be recovered from IPL’s retail customers over a 5-year period following the payment. The offsetting obligation has been discounted and is recorded in “Other current liabilities” on Alliant Energy’s and IPL’s balance sheets.



	13

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~~Utility Rate Reviews~~

~~IPL’s Retail Electric Rate Review (2020 Forward-looking Test Period) -~~ In March 2019, IPL filed a request with the IUB to increase annual electric base rates for its Iowa retail electric customers based on a 2020 forward-looking Test Period. The key drivers for IPL’s request included recovery of capital projects, including new wind generation. IPL concurrently filed for interim retail electric rates based on 2018 historical data as adjusted for certain known and measurable changes occurring in the first quarter of 2019. An interim retail electric base rate increase of $90 million, on an annual basis, was implemented effective April 1, 2019. Implementing interim rates does not require regulatory approval; however, interim rates are subject to refund pending the IUB’s final rate review decision.

In October 2019, IPL reached a partial, non-unanimous settlement agreement with intervenor groups for an annual retail electric base rate increase of $127 million. The agreement includes both the recovery of and a return on IPL’s early retired EGUs, and the recovery of IPL’s retired analog electric meters. The settlement agreement also includes IPL providing billing credits over a 12-month period beginning with final rates, including $27 million of excess deferred ~~taxes~~tax benefits resulting from the remeasurement of accumulated deferred income taxes caused by Federal Tax ~~Reform~~Reform. During the three months ended March 31, 2020, Alliant Energy’s, IPL’s and ~~$8 million~~WPL’s tax-related regulatory liabilities decreased primarily from returning a ~~partial refund~~portion of ~~interim rates implemented in 2019.~~

The IUB generally must decide on requests for retail rate changes within 10 months of the date of the application for which changes are filed. IPL currently expects a final decision, including a decision on the settlement agreement, from the IUB in the fourth quarter of 2019 with final rates effective in the first quarter of 2020.

~~IPL’s Retail Gas Rate Review (2020 Forward-looking Test Period) -~~ ~~In March 2019, IPL filed a request with the IUB~~these excess deferred tax benefits back to increase annual gas base rates for its Iowa retail gas customers based on a 2020 forward-looking Test Period. The key drivers for IPL’s request included recovery of capital projects. In October 2019, IPL reached a unanimous settlement agreement with intervenor groups for an annual retail gas base rate increase of $12 million. IPL currently expects a decision, including a decision on the settlement agreement, from the IUB in the fourth quarter of 2019 with final rates effective in the first quarter of 2020.customers.

NOTE 3. RECEIVABLES

Note 3(a) Accounts Receivable - Details for accounts receivable included on the balance sheets were as follows (in millions):



	Alliant Energy						IPL						WPL
	March 31, 2020			December 31, 2019			March 31, 2020			December 31, 2019			March 31, 2020			December 31, 2019
Customer		$100.8			$91.6			$—			$—			$90.6			$83.5
Unbilled utility revenues	68.9			82.1			—			—			68.9			82.1
Deferred proceeds	188.0			187.7			188.0			187.7			—			—
Other	47.7			48.0			17.8			16.3			29.6			31.4
Allowance for expected credit losses	(9.0		)	(7.3		)	(1.0		)	(1.2		)	(8.0		)	(6.1		)
		$396.4			$402.1			$204.8			$202.8			$181.1			$190.9

Note 3(b) Sales of Accounts Receivable - IPL maintains a Receivables Purchase and Sale Agreement (Receivables Agreement) whereby it may sell its customer accounts receivables, unbilled revenues and certain other accounts receivables to a third party through wholly-owned and consolidated special purpose entities. The transfers of receivables meet the criteria for sale accounting established by the transfer of financial assets accounting rules. As of ~~September 30, 2019~~March 31, 2020, IPL had ~~$109~~$74 million of available capacity under its sales of accounts receivable program. IPL’s maximum and average outstanding cash proceeds (based on daily outstanding balances) related to the sales of accounts receivable program for the three ~~and nine~~ months ended ~~September 30~~March 31 were as follows (in millions):


	Three Months				Nine Months
	2019		2018		2019		2018		2020		2019
Maximum outstanding aggregate cash proceeds		$103.0		$110.0		$108.0		$116.0		$96.0		$108.0
Average outstanding aggregate cash proceeds	45.4		36.4		42.9		49.8		23.6		81.0



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The attributes of IPL’s receivables sold under the Receivables Agreement were as follows (in millions):

September 30, 2019 December 31, 2018
Customer accounts receivable
$154.2

$140.1
Unbilled utility revenues 92.1
97.1
Other receivables 0.4
0.1
Receivables sold to third party 246.7
237.3
Less: cash proceeds 1.0
108.0
Deferred proceeds 245.7
129.3
Less: allowance for doubtful accounts 8.7
9.9
Fair value of deferred proceeds
$237.0

$119.4



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	March 31, 2020		December 31, 2019
Customer accounts receivable		$131.2		$124.7
Unbilled utility revenues	83.0		95.5
Other receivables	0.9		0.9
Receivables sold to third party	215.1		221.1
Less: cash proceeds	16.0		27.0
Deferred proceeds	199.1		194.1
Less: allowance for expected credit losses	11.1		6.4
Fair value of deferred proceeds		$188.0		$187.7

As of ~~September 30, 2019,~~March 31, 2020, outstanding receivables past due under the Receivables Agreement were ~~$26.6~~$26.2 million. Additional attributes of IPL’s receivables sold under the Receivables Agreement for the three ~~and nine~~ months ended ~~September 30~~March 31 were as follows (in millions):


	Three Months				Nine Months
	2019		2018		2019		2018		2020		2019
Collections		$592.2		$549.5		$1,635.7		$1,550.2		$541.4		$555.8
Write-offs, net of recoveries	3.2		4.9		11.3		12.9		2.1		5.5

NOTE 4. INVESTMENTS ~~AND ACQUISITIONS~~

Unconsolidated Equity Investments - Alliant Energy’s equity (income) loss from unconsolidated investments accounted for under the equity method of accounting for the three ~~and nine~~ months ended ~~September 30~~March 31 was as follows (in millions):


	Three Months						Nine Months
	2019			2018			2019			2018			2020			2019
ATC Holdings		($10.5	)		($8.9	)		($30.0	)		($25.4	)		($11.0	)		($9.5	)
Non-utility wind farm in Oklahoma	(0.4		)	0.1			(2.8		)	(14.5		)	(2.2		)	(1.1		)
Other	(0.7		)	(1.0		)	(2.4		)	(1.7		)	(0.2		)	(0.3		)
		($11.6	)		($9.8	)		($35.2	)		($41.6	)		($13.4	)		($10.9	)

~~Non-utility Transportation Acquisitions~~ - In the first quarter of 2019, Alliant Energy, through its wholly-owned non-utility subsidiaries, completed acquisitions of freight management companies located in Cedar Rapids, Iowa and Stoughton, Wisconsin. These acquisitions were purchased for $21 million, including contingent consideration of $8 million, which is expected to be paid within two years. The purchase price was largely allocated to intangibles and the remainder was allocated to working capital and property.

NOTE 5. COMMON EQUITY

Common Share Activity - A summary of Alliant Energy’s common stock activity was as follows:



Shares outstanding, January 1, ~~2019~~2020	~~236,063,279~~245,022,800
Equity forward agreements	~~3,790,300~~4,275,127
Shareowner Direct Plan	~~390,630~~107,622
Equity-based compensation plans	~~101,478~~98,205
~~Other~~	~~(2,738~~	)
Shares outstanding, ~~September 30, 2019~~March 31, 2020	~~240,342,949~~249,503,754

Equity Forward Agreements - In ~~December 2018,~~November 2019, Alliant Energy entered into forward sale agreements with ~~various counterparties~~a counterparty in connection with a public offering of ~~8,358,973~~4,275,127 shares of Alliant Energy common stock. The initial forward sale price of ~~$44.33~~$52.235 per share iswas subject to daily adjustment based on a floating interest rate factor, and ~~will decrease~~decreased by other fixed amounts specified in the forward sale agreements. In ~~2019,~~2020, Alliant Energy settled ~~$167~~$222 million under the forward sale agreements by delivering ~~3,790,300~~4,275,127 shares of newly issued Alliant Energy common stock at a weighted average forward sale price of ~~$43.99~~$51.98 per share. Alliant Energy used the net proceeds from the settlements for general corporate purposes. ~~As of September 30, 2019, 671,237 incremental shares were included in the calculation of diluted EPS related to the remaining securities under the forward sale agreements.~~



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Changes in Shareowners’ Equity - A summary of changes in shareowners’ equity was as follows (in millions):



Alliant Energy	Total Alliant Energy Common Equity
									Accumulated		Shares in			Cumulative
			Additional						Other		Deferred			Preferred
	Common		Paid-In			Retained			Comprehensive		Compensation			Stock		Total
	Stock		Capital			Earnings			Income (Loss)		Trust			of IPL		Equity
Three Months Ended March 31, 2020
Beginning balance, December 31, 2019		$2.5		$2,445.9			$2,765.4			$1.3		($10.0	)		$200.0		$5,405.1
Net income attributable to Alliant Energy common shareowners						170.0										170.0
Common stock dividends ($0.38 per share)						(93.0		)								(93.0		)
Equity forward settlements and Shareowner Direct Plan issuances			228.4													228.4
Equity-based compensation plans and other			(0.2		)						0.1					(0.1		)
Adoption of new accounting standard, net of tax (refer to Note 1(d))						(8.7		)								(8.7		)
Other comprehensive income, net of tax									0.7							0.7
Ending balance, March 31, 2020		$2.5		$2,674.1			$2,833.7			$2.0		($9.9	)		$200.0		$5,702.4
Three Months Ended March 31, 2019
Beginning balance, December 31, 2018		$2.4		$2,045.5			$2,545.9			$1.7		($9.8	)		$200.0		$4,785.7
Net income attributable to Alliant Energy common shareowners						125.1										125.1
Common stock dividends ($0.355 per share)						(83.7		)								(83.7		)
Equity forward settlements and Shareowner Direct Plan issuances			54.6													54.6
Equity-based compensation plans and other			(0.1		)						0.1					—
Other comprehensive income, net of tax									0.7							0.7
Ending balance, March 31, 2019		$2.4		$2,100.0			$2,587.3			$2.4		($9.7	)		$200.0		$4,882.4

Alliant Energy Total Alliant Energy Common Equity
Accumulated Shares in Cumulative
Additional Other Deferred Preferred
Common Paid-In Retained Comprehensive Compensation Stock Total
Stock Capital Earnings Income (Loss) Trust of IPL Equity
Three Months Ended September 30, 2019
Beginning balance, July 1
$2.4

$2,108.4

$2,597.8

$1.0

($10.0 )
$200.0

$4,899.6
Net income attributable to Alliant Energy common shareowners 226.0
226.0
Common stock dividends ($0.355 per share) (84.7 ) (84.7 )
Equity forward settlements and Shareowner Direct Plan issuances

124.8
124.8
Equity-based compensation plans and other 3.7
(0.2 ) 3.5
Ending balance, September 30
$2.4

$2,236.9

$2,739.1

$1.0

($10.2 )
$200.0

$5,169.2
Three Months Ended September 30, 2018
Beginning balance, July 1
$2.3

$1,947.2

$2,412.5

$0.1

($11.4 )
$200.0

$4,550.7
Net income attributable to Alliant Energy common shareowners 205.5
205.5
Common stock dividends ($0.335 per share) (78.5 ) (78.5 )
At-the-market offering program and Shareowner Direct Plan issuances 0.1
91.1
91.2
Equity-based compensation plans and other (0.1 ) 1.9
1.8
Other comprehensive loss, net of tax (0.3 ) (0.3 )
Ending balance, September 30
$2.4

$2,038.2

$2,539.5

($0.2 )
($9.5 )
$200.0

$4,770.4



IPL	Total IPL Common Equity
			Additional					Cumulative
	Common		Paid-In		Retained			Preferred		Total
	Stock		Capital		Earnings			Stock		Equity
Three Months Ended March 31, 2020
Beginning balance, December 31, 2019		$33.4		$2,347.8		$890.6			$200.0		$3,471.8
Net income available for common stock					82.6					82.6
Common stock dividends					(59.0		)			(59.0		)
Capital contributions from parent			100.0							100.0
Ending balance, March 31, 2020		$33.4		$2,447.8		$914.2			$200.0		$3,595.4
Three Months Ended March 31, 2019
Beginning balance, December 31, 2018		$33.4		$2,222.8		$774.5			$200.0		$3,230.7
Net income available for common stock					53.3					53.3
Common stock dividends					(42.0		)			(42.0		)
Capital contributions from parent			100.0							100.0
Ending balance, March 31, 2019		$33.4		$2,322.8		$785.8			$200.0		$3,342.0

Alliant Energy Total Alliant Energy Common Equity
Accumulated Shares in Cumulative
Additional Other Deferred Preferred
Common Paid-In Retained Comprehensive Compensation Stock Total
Stock Capital Earnings Income (Loss) Trust of IPL Equity
Nine Months Ended September 30, 2019
Beginning balance, January 1
$2.4

$2,045.5

$2,545.9

$1.7

($9.8 )
$200.0

$4,785.7
Net income attributable to Alliant Energy common shareowners 445.7
445.7
Common stock dividends ($1.065 per share) (252.5 ) (252.5 )
Equity forward settlements and Shareowner Direct Plan issuances

185.4
185.4
Equity-based compensation plans and other 6.0
(0.4 ) 5.6
Other comprehensive loss, net of tax (0.7 ) (0.7 )
Ending balance, September 30
$2.4

$2,236.9

$2,739.1

$1.0

($10.2 )
$200.0

$5,169.2
Nine Months Ended September 30, 2018
Beginning balance, January 1
$2.3

$1,845.5

$2,346.0

($0.5 )
($11.1 )
$200.0

$4,382.2
Net income attributable to Alliant Energy common shareowners 426.8
426.8
Common stock dividends ($1.005 per share) (233.3 ) (233.3 )
At-the-market offering program and Shareowner Direct Plan issuances 0.1
191.2
191.3
Equity-based compensation plans and other 1.5
1.6
3.1
Other comprehensive income, net of tax 0.3
0.3
Ending balance, September 30
$2.4

$2,038.2

$2,539.5

($0.2 )
($9.5 )
$200.0

$4,770.4



	15

Table of Contents



WPL			Additional					Total
	Common		Paid-In		Retained			Common
	Stock		Capital		Earnings			Equity
Three Months Ended March 31, 2020
Beginning balance, December 31, 2019		$66.2		$1,434.0		$863.4			$2,363.6
Net income					89.6			89.6
Common stock dividends					(42.1		)	(42.1		)
Capital contributions from parent			25.0					25.0
Ending balance, March 31, 2020		$66.2		$1,459.0		$910.9			$2,436.1
Three Months Ended March 31, 2019
Beginning balance, December 31, 2018		$66.2		$1,309.0		$774.3			$2,149.5
Net income					65.7			65.7
Common stock dividends					(36.0		)	(36.0		)
Ending balance, March 31, 2019		$66.2		$1,309.0		$804.0			$2,179.2

NOTE 6. DEBT

NOTE 6(a) Short-term Debt - Information regarding Alliant Energy’s, IPL’s and WPL’s commercial paper, and Alliant Energy’s and WPL’s borrowings under the single credit facility, which currently expires in August 2023, classified as short-term debt was as follows (dollars in millions):



March 31, 2020	Alliant Energy	IPL	WPL
Amount outstanding	$270.5	$—	$182.0
Weighted average interest rates	1.6%	N/A	1.7%
Available credit facility capacity	$729.5	$250.0	$118.0



	Alliant Energy		IPL		WPL
Three Months Ended March 31	2020	2019	2020	2019	2020	2019
Maximum amount outstanding (based on daily outstanding balances)	$462.5	$600.6	$0.8	$50.4	$212.0	$195.1
Average amount outstanding (based on daily outstanding balances)	$382.3	$498.8	$—	$0.6	$167.0	$138.1
Weighted average interest rates	1.8%	2.7%	1.8%	2.8%	1.8%	2.5%

NOTE 6(b) Long-term Debt - In March 2020, AEF entered into a $300 million variable rate (1% as of March 31, 2020) term loan credit agreement (with Alliant Energy as guarantor) and used the borrowings under this agreement to retire its $300 million variable rate term loan credit agreement that would have expired in April 2020. AEF’s current term loan credit agreement expires in March 2022 and includes substantially the same financial covenants that are included in Alliant Energy’s credit facility agreement.

In April 2020, WPL issued $350 million of 3.65% debentures due 2050. The net proceeds from the issuance were used by WPL to reduce borrowings under the single credit facility and for general corporate purposes.



	16

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IPL Total IPL Common Equity
Additional Cumulative
Common Paid-In Retained Preferred Total
Stock Capital Earnings Stock Equity
Three Months Ended September 30, 2019
Beginning balance, July 1
$33.4

$2,322.8

$788.9

$200.0

$3,345.1
Earnings available for common stock 141.1
141.1
Common stock dividends (42.1 ) (42.1 )
Ending balance, September 30
$33.4

$2,322.8

$887.9

$200.0

$3,444.1
Three Months Ended September 30, 2018
Beginning balance, July 1
$33.4

$1,927.8

$692.9

$200.0

$2,854.1
Earnings available for common stock 126.5
126.5
Common stock dividends (41.9 ) (41.9 )
Capital contributions from parent 100.0
100.0
Ending balance, September 30
$33.4

$2,027.8

$777.5

$200.0

$3,038.7

IPL Total IPL Common Equity
Additional Cumulative
Common Paid-In Retained Preferred Total
Stock Capital Earnings Stock Equity
Nine Months Ended September 30, 2019
Beginning balance, January 1
$33.4

$2,222.8

$774.5

$200.0

$3,230.7
Earnings available for common stock 239.4
239.4
Common stock dividends (126.0 ) (126.0 )
Capital contributions from parent 100.0
100.0
Ending balance, September 30
$33.4

$2,322.8

$887.9

$200.0

$3,444.1
Nine Months Ended September 30, 2018
Beginning balance, January 1
$33.4

$1,797.8

$678.5

$200.0

$2,709.7
Earnings available for common stock 224.9
224.9
Common stock dividends (125.9 ) (125.9 )
Capital contributions from parent 230.0
230.0
Ending balance, September 30
$33.4

$2,027.8

$777.5

$200.0

$3,038.7

WPL Additional Total
Common Paid-In Retained Common
Stock Capital Earnings Equity
Three Months Ended September 30, 2019
Beginning balance, July 1
$66.2

$1,309.0

$810.0

$2,185.2
Earnings available for common stock 75.5
75.5
Common stock dividends (35.9 ) (35.9 )
Capital contributions from parent 100.0
100.0
Ending balance, September 30
$66.2

$1,409.0

$849.6

$2,324.8
Three Months Ended September 30, 2018
Beginning balance, July 1
$66.2

$1,259.0

$730.0

$2,055.2
Earnings available for common stock 76.3
76.3
Common stock dividends (34.9 ) (34.9 )
Capital contributions from parent 50.0
50.0
Ending balance, September 30
$66.2

$1,309.0

$771.4

$2,146.6



	17

~~Table of Contents~~

WPL Additional Total
Common Paid-In Retained Common
Stock Capital Earnings Equity
Nine Months Ended September 30, 2019
Beginning balance, January 1
$66.2

$1,309.0

$774.3

$2,149.5
Earnings available for common stock 183.2
183.2
Common stock dividends (107.9 ) (107.9 )
Capital contributions from parent 100.0
100.0
Ending balance, September 30
$66.2

$1,409.0

$849.6

$2,324.8
Nine Months Ended September 30, 2018
Beginning balance, January 1
$66.2

$1,109.0

$706.3

$1,881.5
Earnings available for common stock 170.1
170.1
Common stock dividends (105.0 ) (105.0 )
Capital contributions from parent 200.0
200.0
Ending balance, September 30
$66.2

$1,309.0

$771.4

$2,146.6

~~Comprehensive Income~~ - ~~For the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2019~~ ~~and~~ ~~2018~~, Alliant Energy’s other comprehensive income was not material; therefore, its comprehensive income was substantially equal to its net income and its comprehensive income attributable to Alliant Energy common shareowners was substantially equal to its net income attributable to Alliant Energy common shareowners for such periods. For the ~~three and nine~~ months ended September 30, 2019 and 2018, IPL and WPL had no other comprehensive income; therefore, their comprehensive income was equal to their net income and their comprehensive income available for common stock was equal to their earnings available for common stock for such periods.

~~NOTE 6. DEBT~~

~~NOTE 6(a) Short-term Debt -~~ In March 2019, Alliant Energy, IPL and WPL extended their single credit facility agreement by one year, which currently expires in August 2023. As of September 30, 2019, the short-term borrowing capacity under the agreement totaled $1 billion ($450 million for Alliant Energy at the parent company, $250 million for IPL and $300 million for WPL). Information regarding commercial paper classified as short-term debt was as follows (dollars in millions):

September 30, 2019 Alliant Energy IPL WPL
Commercial paper outstanding $349.6 $— $—
Commercial paper weighted average interest rates 2.3% N/A N/A
Available credit facility capacity $650.4 $250.0 $300.0

Alliant Energy IPL WPL
Three Months Ended September 30 2019 2018 2019 2018 2019 2018
Maximum amount outstanding (based on daily outstanding balances) $471.7 $153.3 $— $— $89.7 $75.4
Average amount outstanding (based on daily outstanding balances) $399.5 $80.8 $— $— $27.0 $23.1
Weighted average interest rates 2.5% 2.2% N/A N/A 2.3% 2.0%
Nine Months Ended September 30
Maximum amount outstanding (based on daily outstanding balances) $600.6 $446.5 $50.4 $31.4 $195.1 $109.4
Average amount outstanding (based on daily outstanding balances) $476.3 $207.6 $0.2 $1.7 $101.8 $26.6
Weighted average interest rates 2.6% 2.1% 2.8% 2.3% 2.5% 1.9%

~~NOTE 6(b) Long-term Debt -~~ In April 2019, IPL issued $300 million of 3.60% senior debentures due 2029. In September 2019, IPL issued $300 million of 3.50% senior debentures due 2049. The senior debentures were issued as green bonds, and all of the net proceeds have been or will be allocated for the construction and development of IPL’s wind projects.

In June 2019, WPL issued $350 million of 3.00% debentures due 2029. The net proceeds from the issuance were used by WPL to reduce its outstanding commercial paper and retire its $250 million 5% debentures that matured in July 2019.



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Table of Contents

NOTE 7. ~~LEASES~~

~~Operating Leases~~ - Alliant Energy’s, IPL’s and WPL’s operating leases primarily include leases of space on telecommunication towers and leases of property. Operating lease details are as follows (dollars in millions):

September 30, 2019
Alliant Energy IPL WPL
Property, plant and equipment, net
$17

$10

$7

Other current liabilities
$2

$1

$1

Other liabilities 15
9
6

Total operating lease liabilities
$17

$10

$7

Weighted average remaining lease term 11 years
12 years
10 years

Weighted average discount rate 4 % 4 % 4 %

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2019
Alliant Energy IPL WPL Alliant Energy IPL WPL
Operating lease cost
$1

$1

$—

$2

$1

$—

~~Finance Lease~~ - WPL’s finance lease is an agreement for WPL to lease the Sheboygan Falls Energy Facility from AEF’s Non-utility Generation business through 2025, the initial lease term. WPL is responsible for the operation of the EGU and has exclusive rights to its output. This finance lease contains 2 lease renewal periods, which are not included in the finance lease obligation, as well as an option to purchase the facility at the end of the initial lease term. WPL’s retail and wholesale rates include recovery of the Sheboygan Falls Energy Facility lease payments. WPL’s finance lease details are as follows (dollars in millions):

September 30, 2019
Property, plant and equipment, net
$34

Other current liabilities
$8

Finance lease obligations - Sheboygan Falls Energy Facility 54

Total finance lease liabilities
$62

Remaining lease term 6 years

Discount rate 11 %

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2019
Depreciation expense
$1

$4
Interest expense 1
5
Total finance lease expense
$2

$9

~~Expected Maturities~~ - ~~As of September 30, 2019, expected maturities of lease liabilities were as follows (in millions):~~

Remainder of 2019 2020 2021 2022 2023 Thereafter Total Less: amount representing interest Present value of minimum lease payments
Operating Leases:
Alliant Energy
$—

$2

$2

$2

$2

$13

$21

$4

$17
IPL —
1
1
1
1
9
13
3
10
WPL —
1
1
1
1
4
8
1
7
WPL’s Finance Lease:
Sheboygan Falls Energy Facility 4
15
15
15
15
20
84
22
62



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~~Table of Contents~~

Prior period amounts have not been restated to reflect the adoption of the new lease accounting standard and continue to be reported under the accounting standards in effect for those periods. As of December 31, 2018, future minimum operating (excluding contingent rentals) and capital lease payments were as follows (in millions):

2019 2020 2021 2022 2023 Thereafter Total Less: amount representing interest Present value of minimum capital lease payments
Operating Leases:
Alliant Energy
$5

$5

$3

$3

$2

$12

$30

IPL 3
2
2
2
2
12
23

WPL 2
3
1
—
—
—
6

WPL’s Capital Lease:
Sheboygan Falls Energy Facility
$15

$15

$15

$15

$15

$19

$94

$26

$68

~~NOTE 8.~~ REVENUES

Disaggregation of revenues from contracts with customers, which correlates to revenues for each reportable segment, was as follows (in millions):

Alliant Energy IPL WPL
Three Months Ended September 30 2019 2018 2019 2018 2019 2018
Electric Utility:
Retail - residential
$331.6

$312.9

$196.0

$180.1

$135.6

$132.8
Retail - commercial 230.9
215.4
158.4
146.0
72.5
69.4
Retail - industrial 263.4
247.8
157.5
141.4
105.9
106.4
Wholesale 49.8
50.0
17.7
18.2
32.1
31.8
Bulk power and other 40.2
35.1
31.3
23.5
8.9
11.6
Total Electric Utility 915.9
861.2
560.9
509.2
355.0
352.0
Gas Utility:
Retail - residential 20.4
21.8
11.7
12.6
8.7
9.2
Retail - commercial 10.0
11.0
5.9
6.4
4.1
4.6
Retail - industrial 2.3
3.0
1.9
2.0
0.4
1.0
Transportation/other 8.8
9.0
5.3
5.7
3.5
3.3
Total Gas Utility 41.5
44.8
24.8
26.7
16.7
18.1
Other Utility:
Steam 9.1
8.7
9.1
8.7
—
—
Other utility 2.1
3.6
1.7
3.0
0.4
0.6
Total Other Utility 11.2
12.3
10.8
11.7
0.4
0.6
Non-Utility and Other:
Transportation and other 21.6
10.3
—
—
—
—
Total Non-Utility and Other 21.6
10.3
—
—
—
—
Total revenues
$990.2

$928.6

$596.5

$547.6

$372.1

$370.7



	Alliant Energy				IPL				WPL
Three Months Ended March 31	2020		2019		2020		2019		2020		2019
Electric Utility:
Retail - residential		$266.8		$274.7		$147.4		$147.5		$119.4		$127.2
Retail - commercial	182.3		181.1		119.7		116.6		62.6		64.5
Retail - industrial	209.9		208.7		121.2		116.1		88.7		92.6
Wholesale	40.9		46.5		14.4		16.9		26.5		29.6
Bulk power and other	30.4		32.4		22.1		22.7		8.3		9.7
Total Electric Utility	730.3		743.4		424.8		419.8		305.5		323.6
Gas Utility:
Retail - residential	90.5		131.8		48.8		77.9		41.7		53.9
Retail - commercial	45.7		63.6		24.1		34.8		21.6		28.8
Retail - industrial	4.2		5.4		2.3		3.2		1.9		2.2
Transportation/other	11.8		15.0		7.8		8.7		4.0		6.3
Total Gas Utility	152.2		215.8		83.0		124.6		69.2		91.2
Other Utility:
Steam	10.0		8.4		10.0		8.4		—		—
Other utility	1.6		2.7		1.1		2.3		0.5		0.4
Total Other Utility	11.6		11.1		11.1		10.7		0.5		0.4
Non-Utility and Other:
Transportation and other	21.6		16.9		—		—		—		—
Total Non-Utility and Other	21.6		16.9		—		—		—		—
Total revenues		$915.7		$987.2		$518.9		$555.1		$375.2		$415.2



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~~Table of Contents~~

Alliant Energy IPL WPL
Nine Months Ended September 30 2019 2018 2019 2018 2019 2018
Electric Utility:
Retail - residential
$839.6

$820.6

$469.4

$461.6

$370.2

$359.0
Retail - commercial 583.3
561.7
386.4
371.8
196.9
189.9
Retail - industrial 686.3
675.1
392.0
385.0
294.3
290.1
Wholesale 137.3
146.9
49.2
56.4
88.1
90.5
Bulk power and other 104.0
91.9
76.0
62.2
28.0
29.7
Total Electric Utility 2,350.5
2,296.2
1,373.0
1,337.0
977.5
959.2
Gas Utility:
Retail - residential 187.4
170.1
109.6
100.9
77.8
69.2
Retail - commercial 89.7
87.3
49.5
49.8
40.2
37.5
Retail - industrial 9.7
11.4
6.7
6.1
3.0
5.3
Transportation/other 35.7
30.2
22.0
20.2
13.7
10.0
Total Gas Utility 322.5
299.0
187.8
177.0
134.7
122.0
Other Utility:
Steam 26.7
26.5
26.7
26.5
—
—
Other utility 6.5
9.7
5.3
7.7
1.2
2.0
Total Other Utility 33.2
36.2
32.0
34.2
1.2
2.0
Non-Utility and Other:
Transportation and other 61.4
29.6
—
—
—
—
Total Non-Utility and Other 61.4
29.6
—
—
—
—
Total revenues
$2,767.6

$2,661.0

$1,592.8

$1,548.2

$1,113.4

$1,083.2

NOTE 9.8. INCOME TAXES

Income Tax Rates - ~~The overall~~Overall effective income tax rates, ~~shown in the following table~~which were computed by dividing income taxes by income before income ~~taxes.~~taxes, were as follows. The effective income tax rates were different than the federal statutory rate primarily due to state income taxes, production tax credits, amortization of excess deferred taxes and the effect of rate-making on property-related differences. The decreases in overall effective income tax rates for the three months ended March 31, 2020 compared to the same period in 2019 were primarily due to increases in production tax credits as a result of increased wind production in 2020 and increased amortization of excess deferred taxes primarily at WPL, which were used to offset increases in WPL’s 2020 increased revenue requirements.

Alliant Energy IPL WPL
Three Months Ended September 30 2019 2018 2019 2018 2019 2018
Statutory federal income tax rate 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
State income taxes, net of federal benefits 7.0
6.9
8.1
7.7
6.2
6.2
Production tax credits (9.3 ) (5.4 ) (14.7 ) (5.5 ) (4.4 ) (6.4 )
Effect of rate-making on property-related differences (5.6 ) (6.3 ) (9.0 ) (11.5 ) (2.8 ) (2.1 )
Amortization of excess deferred taxes (1.1 ) (0.1 ) (0.3 ) —
(1.7 ) (0.1 )
Adjustment for prior period taxes (1.8 ) (5.7 ) 1.3
(10.2 ) 0.4
—
IPL’s tax benefit riders (0.8 ) (2.3 ) (1.5 ) (4.8 ) —
—
Federal Tax Reform adjustments —
(2.5 ) —
(0.9 ) —
(6.4 )
Other items, net (0.2 ) (0.3 ) (0.3 ) (0.6 ) (0.2 ) (0.4 )
Overall income tax rate 9.2 % 5.3 % 4.6 % (4.8 %) 18.5 % 11.8 %



	Alliant Energy				IPL				WPL
Three Months Ended March 31	2020		2019		2020		2019		2020		2019
Overall income tax rate	(12.2	%)	10.6	%	(19.8	%)	3.6	%	(10.1	%)	18.2	%

Alliant Energy IPL WPL
Nine Months Ended September 30 2019 2018 2019 2018 2019 2018
Statutory federal income tax rate 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
State income taxes, net of federal benefits 7.1
6.9
8.1
7.7
6.2
6.2
Production tax credits (9.1 ) (5.4 ) (14.3 ) (5.4 ) (4.5 ) (6.6 )
Effect of rate-making on property-related differences (5.7 ) (6.7 ) (9.3 ) (12.0 ) (2.6 ) (2.3 )
Amortization of excess deferred taxes (1.1 ) (0.3 ) (0.3 ) —
(1.7 ) (0.1 )
Adjustment for prior period taxes (0.7 ) (2.6 ) 0.6
(5.4 ) (0.3 ) —
IPL’s tax benefit riders (0.7 ) (2.2 ) (1.5 ) (4.6 ) —
—
Federal Tax Reform adjustments —
(1.2 ) —
(0.5 ) —
(2.8 )
Other items, net (1.0 ) (0.7 ) (0.1 ) (1.0 ) (0.4 ) (1.2 )
Overall income tax rate 9.8 % 8.8 % 4.2 % (0.2 %) 17.7 % 14.2 %
Deferred Tax Assets and Liabilities -

Carryforwards - At March 31, 2020, carryforwards and expiration dates were estimated as follows (in millions):



	Range of Expiration Dates	Alliant Energy		IPL		WPL
Federal net operating losses	2037		$280		$260		$2
State net operating losses	2020-2040	606		12		2
Federal tax credits	2022-2040	386		199		167



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~~Deferred Tax Assets and Liabilities~~ -

~~Carryforwards -~~ ~~At September 30, 2019, carryforwards and expiration dates were estimated as follows (in millions):~~

Range of Expiration Dates Alliant Energy IPL WPL
Federal net operating losses 2031-2037
$611

$522

$41
State net operating losses 2019-2039 677
12
2
Federal tax credits 2022-2039 337
162
156

NOTE ~~10.~~9. BENEFIT PLANS

NOTE ~~10(a)~~9(a) Pension and OPEB Plans -

Net Periodic Benefit Costs - The components of net periodic benefit costs for sponsored defined benefit pension and OPEB plans for the three ~~and nine~~ months ended ~~September 30~~March 31 are included below (in millions). For IPL and WPL, amounts represent those for their ~~current and former employees~~plan participants covered under plans they sponsor, as well as amounts directly assigned to them related to ~~their current and former employees who are~~certain participants in the Alliant Energy and Corporate Services sponsored plans.

Defined Benefit Pension Plans OPEB Plans
Three Months Nine Months Three Months Nine Months
Alliant Energy 2019 2018 2019 2018 2019 2018 2019 2018
Service cost
$2.5

$3.1

$7.3

$9.1

$0.8

$1.0

$2.5

$3.1
Interest cost 12.5
11.7
37.4
35.1
2.2
2.0
6.4
5.8
Expected return on plan assets (15.1 ) (17.4 ) (45.1 ) (52.3 ) (1.2 ) (1.5 ) (3.7 ) (4.5 )
Amortization of prior service credit (0.2 ) (0.2 ) (0.5 ) (0.5 ) (0.1 ) —
(0.2 ) (0.1 )
Amortization of actuarial loss 9.1
8.8
27.3
26.4
0.8
0.8
2.4
2.5

$8.8

$6.0

$26.4

$17.8

$2.5

$2.3

$7.4

$6.8


	Defined Benefit Pension Plans												OPEB Plans												Defined Benefit Pension Plans						OPEB Plans
	Three Months						Nine Months						Three Months						Nine Months
IPL	2019			2018			2019			2018			2019			2018			2019			2018
Alliant Energy																									2020			2019			2020			2019
Service cost		$1.6			$1.8			$4.6			$5.5			$0.3			$0.4			$1.0			$1.3			$2.7			$2.4			$0.8			$0.8
Interest cost	5.6			5.3			17.0			16.0			0.8			0.7			2.5			2.3			10.8			12.5			1.8			2.1
Expected return on plan assets	(7.0		)	(8.1		)	(21.1		)	(24.4		)	(0.9		)	(1.1		)	(2.7		)	(3.3		)	(17.4		)	(15.0		)	(1.3		)	(1.2		)
Amortization of prior service credit	(0.1		)	—			(0.2		)	(0.1		)	—			—			—			—			(0.2		)	(0.2		)	—			—
Amortization of actuarial loss	3.9			3.7			11.8			11.2			0.4			0.4			1.1			1.0			8.6			9.1			0.8			0.8
Settlement losses (a)																									4.2			—			—			—
		$4.0			$2.7			$12.1			$8.2			$0.6			$0.4			$1.9			$1.3			$8.7			$8.8			$2.1			$2.5

Defined Benefit Pension Plans OPEB Plans
Three Months Nine Months Three Months Nine Months
WPL 2019 2018 2019 2018 2019 2018 2019 2018
Service cost
$0.9

$1.1

$2.6

$3.3

$0.3

$0.4

$0.9

$1.2
Interest cost 5.3
5.0
16.1
15.1
0.9
0.8
2.6
2.3
Expected return on plan assets (6.5 ) (7.6 ) (19.6 ) (22.8 ) (0.2 ) (0.2 ) (0.5 ) (0.5 )
Amortization of prior service credit —
—
(0.1 ) (0.1 ) —
—
(0.1 ) (0.1 )
Amortization of actuarial loss 4.4
4.3
13.2
12.9
0.4
0.5
1.2
1.5

$4.1

$2.8

$12.2

$8.4

$1.4

$1.5

$4.1

$4.4



	Defined Benefit Pension Plans						OPEB Plans
IPL	2020			2019			2020			2019
Service cost		$1.7			$1.5			$0.3			$0.3
Interest cost	5.0			5.7			0.7			0.8
Expected return on plan assets	(8.1		)	(7.0		)	(1.0		)	(0.9		)
Amortization of prior service credit	(0.1		)	(0.1		)	—			—
Amortization of actuarial loss	3.7			3.9			0.3			0.4
		$2.2			$4.0			$0.3			$0.6



	Defined Benefit Pension Plans						OPEB Plans
WPL	2020			2019			2020			2019
Service cost		$1.0			$0.9			$0.3			$0.3
Interest cost	4.7			5.4			0.7			0.8
Expected return on plan assets	(7.6		)	(6.5		)	(0.2		)	(0.1		)
Amortization of prior service credit	(0.1		)	(0.1		)	—			—
Amortization of actuarial loss	4.1			4.4			0.5			0.4
		$2.1			$4.1			$1.3			$1.4


(a)	Settlement losses related to payments made to retired executives of Alliant Energy.

NOTE ~~10(b)~~9(b) Equity-based Compensation Plans - A summary of compensation expense, including amounts allocated to IPL and WPL, and the related income tax benefits recognized for share-based compensation awards for the three ~~and nine~~ months ended ~~September 30~~March 31 was as follows (in millions):


	Alliant Energy								IPL								WPL
	Three Months				Nine Months				Three Months				Nine Months				Three Months				Nine Months				Alliant Energy				IPL				WPL
	2019		2018		2019		2018		2019		2018		2019		2018		2019		2018		2019		2018		2020		2019		2020		2019		2020		2019
Compensation expense		$7.5		$4.2		$15.6		$12.6		$4.2		$2.4		$8.7		$7.0		$3.0		$1.7		$6.2		$5.1		$2.7		$4.7		$1.4		$2.6		$1.1		$1.8
Income tax benefits	2.1		1.2		4.4		3.6		1.2		0.7		2.5		2.1		0.8		0.5		1.7		1.4		0.7		1.3		0.4		0.8		0.3		0.5

As of ~~September 30, 2019,~~March 31, 2020, Alliant Energy’s, IPL’s and WPL’s total unrecognized compensation cost related to share-based compensation awards was ~~$7.2~~$12.5 million, ~~$4.0~~$7.0 million and ~~$2.9~~$5.1 million, respectively, which is expected to be recognized over a weighted average period of between 1 year and 2 years.



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For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, performance shares, performance restricted stock units and restricted stock units were granted to key employees as follows. These shares and units will be paid out in shares of common stock, and are therefore accounted for as equity awards. The 2019 performance shares contain a market condition based on total shareowner return relative to an investor-owned utility peer group. The fair value of each performance share is based on the fair value of the underlying common stock on the grant date and the probability of satisfying the market condition contained in the agreement during a 3-year performance period. For the nine months ended September 30, 2019, 91,816 performance shares were granted with a weighted average grant date fair value of $47.23. The 2019 performance restricted stock units will vest based on the achievement of certain targets (specified growth of consolidated net income from continuing operations) during a 3-year performance period. The actual number of performance shares and performance restricted units that will be paid out upon vesting is dependent upon actual performance and may range from 0 to 200% of the target number of shares or units, as applicable. The 2019 restricted stock units will vest based on the expiration of a 3-year time-vesting period. For the nine months ended September 30, 2019, 91,816 performance restricted stock units were granted with a weighted average grant date fair value of $46.10, and 105,348 restricted stock units were granted with a weighted average grant date fair value of $45.98, which is based on the closing market price of 1 share of Alliant Energy’s common stock on the grant date of the award. As of ~~September 30, 2019, 122,720~~March 31, 2020, 215,780 shares were included in the calculation of diluted EPS related to the nonvested equity awards.



		Weighted Average
	Grants	Grant Date Fair Value
Performance shares	54,897		$64.04
Performance restricted stock units	54,897	59.57
Restricted stock units	59,936	59.57

NOTE ~~11.~~10. ASSET RETIREMENT OBLIGATIONS

A reconciliation of the changes in asset retirement obligations associated with long-lived assets for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is as follows (in millions):


	Alliant Energy			IPL			Alliant Energy			IPL
Balance, January 1		$177.5			$118.3			$196.3			$133.9
Revisions in estimated cash flows	(5.8		)	(7.0		)
Liabilities settled	(5.9		)	(5.6		)	(1.5		)	(1.4		)
Liabilities incurred (a)	26.2			26.2			27.6			27.6
Accretion expense	5.3			3.5			1.7			1.2
Balance, September 30		$197.3			$135.4
Balance, March 31								$224.1			$161.3

(a)

During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, Alliant Energy and IPL recognized additional asset retirement obligations related to IPL’s newly constructed ~~Upland Prairie~~Whispering Willow North and ~~English Farms~~Golden Plains wind sites. The increases in asset retirement obligations resulted in corresponding increases in property, plant and equipment, net on the respective balance sheets.

NOTE ~~12.~~11. DERIVATIVE INSTRUMENTS

Commodity Derivatives -

Notional Amounts - As of ~~September 30, 2019,~~March 31, 2020, gross notional amounts and settlement/delivery years related to outstanding swap contracts, option contracts, physical forward contracts and FTRs that were accounted for as commodity derivative instruments were as follows (units in thousands):


	FTRs		Natural Gas		Coal		Diesel Fuel		FTRs		Natural Gas		Coal		Diesel Fuel
	MWhs	Years	Dths	Years	Tons	Years	Gallons	Years	MWhs	Years	Dths	Years	Tons	Years	Gallons	Years
Alliant Energy	18,141	2019-2020	184,007	2019-2026	7,620	2019-2021	5,796	2019-2021	4,420	2020	185,883	2020-2027	5,187	2020-2021	4,410	2020-2021
IPL	8,630	2019-2020	101,579	2019-2026	3,311	2019-2021	—	—	2,108	2020	106,525	2020-2027	2,223	2020-2021	—	—
WPL	9,511	2019-2020	82,428	2019-2026	4,309	2019-2021	5,796	2019-2021	2,312	2020	79,358	2020-2027	2,964	2020-2021	4,410	2020-2021

Financial Statement Presentation - Derivative instruments are recorded at fair value each reporting date on the balance sheets as assets or liabilities as follows (in millions):


	Alliant Energy				IPL				WPL				Alliant Energy				IPL				WPL
	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019
Current derivative assets		$18.6		$24.6		$12.8		$16.1		$5.8		$8.5		$10.1		$15.8		$8.3		$12.1		$1.8		$3.7
Non-current derivative assets	11.7		3.7		10.5		1.6		1.2		2.1		8.6		11.0		8.2		10.2		0.4		0.8
Current derivative liabilities	13.4		5.6		5.6		3.1		7.8		2.5		29.9		19.0		12.7		8.9		17.2		10.1
Non-current derivative liabilities	18.4		17.7		7.8		8.1		10.6		9.6		21.2		18.6		9.7		8.5		11.5		10.1



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Credit Risk-related Contingent Features - Various agreements contain credit risk-related contingent features, including requirements to maintain certain credit ratings and/or limitations on liability positions under the agreements based on credit ratings. Certain of these agreements with credit risk-related contingency features are accounted for as derivative instruments. In the event of a material change in creditworthiness or if liability positions exceed certain contractual limits, credit support may need to be provided in the form of letters of credit or cash collateral up to the amount of exposure under the contracts, or the contracts may need to be unwound and underlying liability positions paid. At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the aggregate fair value of all derivative instruments with credit risk-related contingent features in a net liability position was not materially different than amounts that would be required to be posted as credit support to counterparties by Alliant Energy, IPL or WPL if the most restrictive credit risk-related contingent features for derivative agreements in a net liability position were triggered.



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Balance Sheet Offsetting - The fair value amounts of derivative instruments subject to a master netting arrangement are not netted by counterparty on the balance sheets. However, if the fair value amounts of derivative instruments by counterparty were netted, amounts would not be materially different from gross amounts of derivative assets and derivative liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. Fair value amounts recognized for the right to reclaim cash collateral (receivable) or the obligation to return cash collateral (payable) are not offset against fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement.

NOTE ~~13.~~12. FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments - The carrying amounts of current assets and current liabilities approximate fair value because of the short maturity of such financial instruments. Carrying amounts and related estimated fair values of other financial instruments were as follows (in millions):


Alliant Energy	September 30, 2019										December 31, 2018										March 31, 2020										December 31, 2019
			Fair Value										Fair Value										Fair Value										Fair Value
	Carrying		Level		Level		Level				Carrying		Level		Level		Level				Carrying		Level		Level		Level				Carrying		Level		Level		Level
	Amount		1		2		3		Total		Amount		1		2		3		Total		Amount		1		2		3		Total		Amount		1		2		3		Total
Assets:
Money market fund investments		$174.4		$174.4		$—		$—		$174.4		$—		$—		$—		$—		$—		$41.2		$41.2		$—		$—		$41.2		$5.4		$5.4		$—		$—		$5.4
Derivatives	30.3		—		8.1		22.2		30.3		28.3		—		8.9		19.4		28.3		18.7		—		4.0		14.7		18.7		26.8		—		4.8		22.0		26.8
Deferred proceeds	237.0		—		—		237.0		237.0		119.4		—		—		119.4		119.4		188.0		—		—		188.0		188.0		187.7		—		—		187.7		187.7
Liabilities:
Derivatives	31.8		—		31.3		0.5		31.8		23.3		—		16.1		7.2		23.3		51.1		—		50.6		0.5		51.1		37.6		—		36.8		0.8		37.6
Long-term debt (incl. current maturities)	6,191.9		—		7,016.4		2.0		7,018.4		5,502.8		—		5,858.4		2.4		5,860.8		6,191.1		—		6,916.4		1.7		6,918.1		6,190.2		—		6,917.9		2.0		6,919.9


IPL	September 30, 2019										December 31, 2018										March 31, 2020										December 31, 2019
			Fair Value										Fair Value										Fair Value										Fair Value
	Carrying		Level		Level		Level				Carrying		Level		Level		Level				Carrying		Level		Level		Level				Carrying		Level		Level		Level
	Amount		1		2		3		Total		Amount		1		2		3		Total		Amount		1		2		3		Total		Amount		1		2		3		Total
Assets:
Money market fund investments		$173.7		$173.7		$—		$—		$173.7		$—		$—		$—		$—		$—		$21.2		$21.2		$—		$—		$21.2		$5.4		$5.4		$—		$—		$5.4
Derivatives	23.3		—		4.8		18.5		23.3		17.7		—		4.0		13.7		17.7		16.5		—		2.5		14.0		16.5		22.3		—		2.8		19.5		22.3
Deferred proceeds	237.0		—		—		237.0		237.0		119.4		—		—		119.4		119.4		188.0		—		—		188.0		188.0		187.7		—		—		187.7		187.7
Liabilities:
Derivatives	13.4		—		12.9		0.5		13.4		11.2		—		6.5		4.7		11.2		22.4		—		21.9		0.5		22.4		17.4		—		16.6		0.8		17.4
Long-term debt (incl. current maturities)	3,146.8		—		3,537.0		—		3,537.0		2,552.3		—		2,691.2		—		2,691.2		3,147.9		—		3,452.1		—		3,452.1		3,147.3		—		3,489.1		—		3,489.1


WPL	September 30, 2019										December 31, 2018										March 31, 2020										December 31, 2019
			Fair Value										Fair Value										Fair Value										Fair Value
	Carrying		Level		Level		Level				Carrying		Level		Level		Level				Carrying		Level		Level		Level				Carrying		Level		Level		Level
	Amount		1		2		3		Total		Amount		1		2		3		Total		Amount		1		2		3		Total		Amount		1		2		3		Total
Assets:
Money market fund investments																						$20.0		$20.0		$—		$—		$20.0		$—		$—		$—		$—		$—
Derivatives		$7.0		$—		$3.3		$3.7		$7.0		$10.6		$—		$4.9		$5.7		$10.6	2.2		—		1.5		0.7		2.2		4.5		—		2.0		2.5		4.5
Liabilities:
Derivatives	18.4		—		18.4		—		18.4		12.1		—		9.6		2.5		12.1		28.7		—		28.7		—		28.7		20.2		—		20.2		—		20.2
Long-term debt (incl. current maturities)	1,932.3		—		2,314.1		—		2,314.1		1,834.9		—		2,043.7		—		2,043.7		1,933.1		—		2,309.8		—		2,309.8		1,932.7		—		2,268.2		—		2,268.2



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Information for fair value measurements using significant unobservable inputs (Level 3 inputs) was as follows (in millions):

Alliant Energy Commodity Contract Derivative
Assets and (Liabilities), net Deferred Proceeds
Three Months Ended September 30 2019 2018 2019 2018
Beginning balance, July 1
$13.2

($10.7 )
$214.6

$208.3
Total net gains included in changes in net assets (realized/unrealized) 12.7
25.7
—
—
Transfers out of Level 3 (1.2 ) 15.6
—
—
Sales —
(0.2 ) —
—
Settlements (a) (3.0 ) (6.2 ) 22.4
35.4
Ending balance, September 30
$21.7

$24.2

$237.0

$243.7
The amount of total net gains for the period included in changes in net assets attributable to the change in unrealized gains relating to assets and liabilities held at September 30
$12.7

$26.1

$—

$—

Alliant Energy Commodity Contract Derivative
Assets and (Liabilities), net Deferred Proceeds
Nine Months Ended September 30 2019 2018 2019 2018
Beginning balance, January 1
$12.2

($12.2 )
$119.4

$222.1
Total net gains included in changes in net assets (realized/unrealized) 6.9
15.7
—
—
Transfers out of Level 3 2.8
15.6
—
—
Purchases 13.8
26.7
—
—
Sales (0.2 ) (0.2 ) —
—
Settlements (a) (13.8 ) (21.4 ) 117.6
21.6
Ending balance, September 30
$21.7

$24.2

$237.0

$243.7
The amount of total net gains for the period included in changes in net assets attributable to the change in unrealized gains relating to assets and liabilities held at September 30
$10.1

$16.5

$—

$—

IPL Commodity Contract Derivative
Assets and (Liabilities), net Deferred Proceeds
Three Months Ended September 30 2019 2018 2019 2018
Beginning balance, July 1
$9.3

($4.1 )
$214.6

$208.3
Total net gains included in changes in net assets (realized/unrealized) 11.5
16.8
—
—
Transfers out of Level 3 (0.6 ) 10.5
—
—
Sales —
(0.1 ) —
—
Settlements (a) (2.2 ) (4.9 ) 22.4
35.4
Ending balance, September 30
$18.0

$18.2

$237.0

$243.7
The amount of total net gains for the period included in changes in net assets attributable to the change in unrealized gains relating to assets and liabilities held at September 30
$11.5

$16.8

$—

$—

IPL Commodity Contract Derivative
Assets and (Liabilities), net Deferred Proceeds
Nine Months Ended September 30 2019 2018 2019 2018
Beginning balance, January 1
$9.0

($1.4 )
$119.4

$222.1
Total net gains included in changes in net assets (realized/unrealized) 8.6
7.6
—
—
Transfers out of Level 3 2.0
10.5
—
—
Purchases 9.5
19.3
—
—
Sales (0.1 ) (0.1 ) —
—
Settlements (a) (11.0 ) (17.7 ) 117.6
21.6
Ending balance, September 30
$18.0

$18.2

$237.0

$243.7
The amount of total net gains for the period included in changes in net assets attributable to the change in unrealized gains relating to assets and liabilities held at September 30
$10.5

$7.9

$—

$—



Alliant Energy	Commodity Contract Derivative
	Assets and (Liabilities), net						Deferred Proceeds
Three Months Ended March 31	2020			2019			2020		2019
Beginning balance, January 1		$21.2			$12.2			$187.7		$119.4
Total net losses included in changes in net assets (realized/unrealized)	(3.1		)	(5.6		)	—		—
Sales	—			(0.2		)	—		—
Settlements (a)	(3.9		)	(6.0		)	0.3		58.9
Ending balance, March 31		$14.2			$0.4			$188.0		$178.3
The amount of total net losses for the period included in changes in net assets attributable to the change in unrealized losses relating to assets and liabilities held at March 31		($3.1	)		($2.6	)		$—		$—



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IPL	Commodity Contract Derivative
	Assets and (Liabilities), net						Deferred Proceeds
Three Months Ended March 31	2020			2019			2020		2019
Beginning balance, January 1		$18.7			$9.0			$187.7		$119.4
Total net losses included in changes in net assets (realized/unrealized)	(2.3		)	(3.2		)	—		—
Sales	—			(0.1		)	—		—
Settlements (a)	(2.9		)	(5.1		)	0.3		58.9
Ending balance, March 31		$13.5			$0.6			$188.0		$178.3
The amount of total net losses for the period included in changes in net assets attributable to the change in unrealized losses relating to assets and liabilities held at March 31		($2.3	)		($1.4	)		$—		$—

WPL Commodity Contract Derivative
Assets and (Liabilities), net
Three Months Ended September 30 2019 2018
Beginning balance, July 1
$3.9

($6.6 )
Total net gains included in changes in net assets (realized/unrealized) 1.2
8.9
Transfers out of Level 3 (0.6 ) 5.1
Sales —
(0.1 )
Settlements (0.8 ) (1.3 )
Ending balance, September 30
$3.7

$6.0
The amount of total net gains for the period included in changes in net assets attributable to the change in unrealized gains relating to assets and liabilities held at September 30
$1.2

$9.3



WPL	Commodity Contract Derivative
	Assets and (Liabilities), net
Three Months Ended March 31	2020			2019
Beginning balance, January 1		$2.5			$3.2
Total net losses included in changes in net assets (realized/unrealized)	(0.8		)	(2.4		)
Sales	—			(0.1		)
Settlements	(1.0		)	(0.9		)
Ending balance, March 31		$0.7			($0.2	)
The amount of total net losses for the period included in changes in net assets attributable to the change in unrealized losses relating to assets and liabilities held at March 31		($0.8	)		($1.2	)

WPL Commodity Contract Derivative
Assets and (Liabilities), net
Nine Months Ended September 30 2019 2018
Beginning balance, January 1
$3.2

($10.8 )
Total net gains (losses) included in changes in net assets (realized/unrealized) (1.7 ) 8.1
Transfers out of Level 3 0.8
5.1
Purchases 4.3
7.4
Sales (0.1 ) (0.1 )
Settlements (2.8 ) (3.7 )
Ending balance, September 30
$3.7

$6.0
The amount of total net gains (losses) for the period included in changes in net assets attributable to the change in unrealized gains (losses) relating to assets and liabilities held at September 30
($0.4 )
$8.6


(a)	Settlements related to deferred proceeds are due to the change in the carrying amount of receivables sold less the allowance for doubtful accounts associated with the receivables sold and cash amounts received from the receivables sold.

Commodity Contracts - The fair value of FTR and natural gas commodity contracts categorized as Level 3 was recognized as net derivative assets as follows (in millions):

Alliant Energy IPL WPL
Excluding FTRs FTRs Excluding FTRs FTRs Excluding FTRs FTRs
September 30, 2019
$13.1

$8.6

$12.5

$5.5

$0.6

$3.1
December 31, 2018 3.2
9.0
1.8
7.2
1.4
1.8



	Alliant Energy				IPL				WPL
	Excluding FTRs		FTRs		Excluding FTRs		FTRs		Excluding FTRs		FTRs
March 31, 2020		$11.8		$2.4		$11.7		$1.8		$0.1		$0.6
December 31, 2019	14.6		6.6		13.6		5.1		1.0		1.5

NOTE ~~14.~~13. COMMITMENTS AND CONTINGENCIES

NOTE ~~14(a)~~13(a) Capital Purchase Commitments - Various contractual obligations contain minimum future commitments related to capital expenditures for certain construction projects. IPL’s and WPL’s projects include the expansion of wind ~~generation, and WPL’s projects also include the West Riverside Energy Center.~~generation. At ~~September 30, 2019,~~March 31, 2020, Alliant Energy’s, IPL’s and WPL’s minimum future commitments for these projects were ~~$124~~$95 million, ~~$79~~$32 million and ~~$45~~$63 million, respectively.



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NOTE ~~14(b)~~13(b) Other Purchase Commitments - Various commodity supply, transportation and storage contracts help meet obligations to provide electricity and natural gas to utility customers. In addition, there are various purchase commitments associated with other goods and services. At ~~September 30, 2019,~~March 31, 2020, the related minimum future commitments were as follows (in millions):

Alliant Energy IPL WPL
Purchased power (a)
$145

$144

$1
Natural gas 892
460
432
Coal (b) 117
76
41
Other (c) 76
43
24

$1,230

$723

$498



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	Alliant Energy		IPL		WPL
Purchased power (a)		$76		$75		$1
Natural gas	915		508		407
Coal (b)	110		68		42
Other (c)	117		58		28
		$1,218		$709		$478

(a)

Includes payments required by PPAs for capacity rights and minimum quantities of MWhs required to be purchased. As a result of an amendment to shorten the term of the DAEC PPA, Alliant Energy’s and IPL’s amounts include minimum future commitments related to IPL’s purchase of capacity and the resulting energy from DAEC through September 2020, and do not include the September 2020 buyout payment of $110 million.


(b)	Corporate Services has historically entered into system-wide coal contracts on behalf of IPL and WPL that include minimum future commitments. ~~These~~Such commitments were assigned to IPL and WPL based on information available as of ~~September 30, 2019~~March 31, 2020 regarding expected future usage, which is subject to change.


(c)	Includes individual commitments incurred during the normal course of business that exceeded $1$1 million at ~~September 30, 2019~~. March 31, 2020.

NOTE ~~14(c)~~13(c) Guarantees and Indemnifications -

Whiting Petroleum - Whiting Petroleum is an independent oil and gas company. In 2004, Alliant Energy sold its remaining interest in Whiting Petroleum. ~~Whiting Petroleum is an independent oil and gas company.~~ Alliant Energy Resources, LLC, as the successor to a predecessor entity that owned Whiting Petroleum, and a wholly-owned subsidiary of AEF, continues to guarantee the partnership obligations of an affiliate of Whiting Petroleum under multiple general partnership agreements in the oil and gas ~~industry, including~~industry. Based on information made available to Alliant Energy by Whiting Petroleum, the Whiting Petroleum affiliate holds an approximate 6% share in the partnerships and currently known obligations include costs associated with ~~respect to~~ the future abandonment of certain platforms off the coast of California and related onshore plant and equipment owned by the partnerships. The general partnerships were formed under California law, and Alliant Energy Resources, LLC’s guarantees, which do not include a maximum ~~limit.~~ limit, apply to the Whiting Petroleum affiliate’s obligations and to the other partners. Alliant Energy Resources, LLC may be required to perform under the guarantees if the affiliate of Whiting Petroleum is unable to meet its partnership obligations.

As of ~~September 30, 2019~~,March 31, 2020, the ~~present value~~currently known partnership obligations are the abandonment obligations. The Whiting Petroleum affiliate’s share of ~~the~~these abandonment obligations is estimated at ~~$38 million.~~$63 million ($40 million on a discounted basis) as of March 31, 2020 based on information made available to Alliant Energy by Whiting Petroleum, and this represents Alliant Energy’s best estimate of the contingent obligations for potential future payments. Alliant Energy is not aware of any material liabilities related to these guarantees ~~of which~~that it is probable that ~~Alliant Energy Resources, LLC~~it will be obligated to ~~pay and therefore has not recognized any material liabilities~~pay; however, the new credit loss accounting standard adopted on January 1, 2020 requires recognition of a liability for expected credit losses related to the contingent obligations that are in the scope of these ~~guarantees~~guarantees. With the adoption of this standard, Alliant Energy recorded a pre-tax $12 million cumulative effect adjustment to decrease the opening balance of retained earnings as of ~~September 30, 2019~~January 1, 2020. As a result of Whiting Petroleum’s deterioration in credit worthiness since January 1, 2020 likely from significantly depressed oil and ~~December~~gas prices and general market conditions, Alliant Energy currently expects credit exposure related to the guarantees and has recognized a $20 million credit loss liability as of March 31, ~~2018.~~2020 related to the contingent obligations, which is recorded in “Other liabilities” on Alliant Energy’s balance sheet. The incremental pre-tax change in the liability, $8 million, was recorded as a credit loss expense within Alliant Energy’s “Other operation and maintenance” expenses for the three months ended March 31, 2020.

Non-utility Wind Farm in Oklahoma - In ~~July~~ 2017, a wholly-owned subsidiary of AEF acquired a cash equity ownership interest in a non-utility wind farm located in Oklahoma. The wind farm provides electricity to a third-party under a long-term PPA. Alliant Energy provided a parent guarantee of its subsidiary’s indemnification obligations under the related operating agreement and PPA. Alliant Energy’s obligations under the operating agreement were $82 million as of ~~September 30, 2019~~March 31, 2020 and will reduce annually until expiring in July 2047. Alliant Energy’s obligations under the PPA are subject to a maximum limit of $17 million and expire in December 2031, subject to potential extension. Alliant Energy is not aware of any material liabilities related to this guarantee that it is probable that it will be obligated to pay and therefore has not recognized any material liabilities related to this guarantee as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. This guarantee is not in the scope of the new credit loss accounting standard as it is a guarantee of Alliant Energy’s subsidiary’s performance.



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IPL’s Minnesota Electric Distribution Assets - IPL provided indemnifications associated with the 2015 sale of its Minnesota electric distribution assets for losses resulting from potential breach of IPL’s representations, warranties and obligations under the sale agreement. Alliant Energy and IPL believe the likelihood of having to make any material cash payments under these indemnifications is remote. IPL has not recorded any material liabilities related to these indemnifications as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. The general terms of the indemnifications provided by IPL included a maximum limit of $17 million and expire in October 2020.

NOTE ~~14(d)~~13(d) Environmental Matters -

Manufactured Gas Plant (MGP) Sites - IPL and WPL have current or previous ownership interests in various sites that are previously associated with the production of gas for which IPL and WPL have, or may have in the future, liability for investigation, remediation and monitoring costs. IPL and WPL are working pursuant to the requirements of various federal and state agencies to investigate, mitigate, prevent and remediate, where necessary, the environmental impacts to property, including natural resources, at and around these former MGP sites in order to protect public health and the environment. At ~~September 30, 2019~~March 31, 2020, estimated future costs expected to be incurred for the investigation, remediation and monitoring of the MGP sites, as well as environmental liabilities recorded on the balance sheets for these sites, which are not discounted, were as follows (in millions). At ~~September 30, 2019,~~March 31, 2020, such amounts for WPL were not material.


	Alliant Energy				IPL				Alliant Energy				IPL
Range of estimated future costs		$14	-	$31		$12	-	$25		$12	-	$29		$10	-	$24
Current and non-current environmental liabilities	19				16				16				13

IPL Consent Decree - In 2015, the U.S. District Court for the Northern District of Iowa approved a Consent Decree that IPL entered into with the EPA, the Sierra Club, the State of Iowa and Linn County in Iowa, thereby resolving potential Clean Air Act issues associated with emissions from IPL’s coal-fired generating facilities in Iowa. IPL has completed various requirements under the Consent Decree. IPL’s remaining requirements include fuel switching or retiring Burlington by December 31, 2021 and Prairie Creek Units 1 and 3 by December 31, 2025. Alliant Energy and IPL currently expect to recover material costs incurred by IPL related to compliance with the terms of the Consent Decree from IPL’s electric customers.



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Other Environmental Contingencies - In addition to the environmental liabilities discussed above, various environmental rules are monitored that may have a significant impact on future operations. Several of these environmental rules are subject to legal challenges, reconsideration and/or other uncertainties. Given uncertainties regarding the outcome, timing and compliance plans for these environmental matters, the complete financial impact of each of these rules is not able to be determined; however, future capital investments and/or modifications to EGUs to comply with certain of these rules could be significant. Specific current, proposed or potential environmental matters include, among others: Effluent Limitation Guidelines, Coal Combustion Residuals Rule, and various legislation and EPA regulations to monitor and regulate the emission of greenhouse gases, including the Clean Air Act.

~~Clean Air Act Section 111(d) -~~ In July 2019, the EPA published the final Affordable Clean Energy rule, which repeals the Clean Power Plan effective September 6, 2019. The final rule establishes emission guidelines for states to develop plans by July 2022 to reduce carbon dioxide emissions from existing coal-fired EGUs, and is subject to legal challenges. Alliant Energy, IPL and WPL are currently unable to predict with certainty the final outcome or impact of these matters.

NOTE ~~14(e)~~13(e) Collective Bargaining Agreements - At ~~September 30, 2019,~~March 31, 2020, employees covered by collective bargaining agreements represented ~~54%~~53%, ~~60%~~61% and 82% of total employees of Alliant Energy, IPL and WPL, respectively. On ~~May~~August 31, ~~2019, WPL’s~~2020, IPL’s collective bargaining agreement with International Brotherhood of Electrical Workers Local ~~965 expired,~~204 (Cedar Rapids) expires, representing ~~27%~~18% and ~~82%~~45% of total employees of Alliant Energy and IPL, respectively. While the process to renew the agreement is underway, Alliant Energy and IPL are unable to predict the outcome.

NOTE 13(f) MISO Transmission Owner Return on Equity Complaints - A group of MISO cooperative and municipal utilities previously filed complaints with FERC requesting a reduction to the base return on equity used by MISO transmission owners, including ITC Midwest LLC and ATC. The first complaint covered the period from November 12, 2013 through February 11, 2015. In 2017, IPL and WPL ~~respectively.~~received refunds related to the first complaint period, which were subsequently refunded to their retail and wholesale customers. The second complaint covered the period from February 12, 2015 through May 11, 2016. In November 2019, FERC issued an order on the ~~parties reached a new agreement, which expires May 31, 2022.~~previously filed two complaints, and reduced the base return on equity used by the MISO transmission owners effective for the first complaint period and subsequent to September 28, 2016. Additional refunds for the first complaint period and the period subsequent to September 28, 2016 are currently expected to be issued in 2020. The November 2019 FERC order also dismissed the second complaint, therefore FERC did not direct refunds to be made for that complaint. Subsequent to the November 2019 FERC order, various rehearing requests were filed, and in January 2020, FERC issued an order providing an open-ended amount of time for FERC to consider these requests. Any changes in FERC’s decision may have an impact on Alliant Energy’s share of ATC’s future earnings and customer costs.



	23

Table of Contents

NOTE ~~15.~~14. SEGMENTS OF BUSINESS

~~Alliant Energy~~ - Certain financial information relating to Alliant Energy’s, ~~business segments is as follows. Intersegment revenues were not material to Alliant Energy’s operations.~~

ATC Holdings, Alliant
Utility Non-Utility, Energy
Electric Gas Other Total Parent and Other Consolidated
(in millions)
Three Months Ended September 30, 2019
Revenues
$915.9

$41.5

$11.2

$968.6

$21.6

$990.2
Operating income (loss) 283.7
(4.7 ) 2.8
281.8
8.4
290.2
Net income attributable to Alliant Energy common shareowners 216.6
9.4
226.0
Three Months Ended September 30, 2018
Revenues
$861.2

$44.8

$12.3

$918.3

$10.3

$928.6
Operating income (loss) 248.7
(2.0 ) 0.6
247.3
8.8
256.1
Net income attributable to Alliant Energy common shareowners 202.8
2.7
205.5

ATC Holdings, Alliant
Utility Non-Utility, Energy
Electric Gas Other Total Parent and Other Consolidated
(in millions)
Nine Months Ended September 30, 2019
Revenues
$2,350.5

$322.5

$33.2

$2,706.2

$61.4

$2,767.6
Operating income 543.0
47.7
4.2
594.9
21.9
616.8
Net income attributable to Alliant Energy common shareowners 422.6
23.1
445.7
Nine Months Ended September 30, 2018
Revenues
$2,296.2

$299.0

$36.2

$2,631.4

$29.6

$2,661.0
Operating income 510.2
34.9
2.9
548.0
25.0
573.0
Net income attributable to Alliant Energy common shareowners 395.0
31.8
426.8



	28

~~Table of Contents~~

~~IPL~~ - ~~Certain financial information relating to~~ IPL’s ~~business segments is as follows. Intersegment revenues were not material to IPL’s operations.~~

Electric Gas Other Total
(in millions)
Three Months Ended September 30, 2019
Revenues
$560.9

$24.8

$10.8

$596.5
Operating income (loss) 175.1
(4.2 ) 2.6
173.5
Earnings available for common stock 141.1
Three Months Ended September 30, 2018
Revenues
$509.2

$26.7

$11.7

$547.6
Operating income (loss) 144.7
(3.1 ) 1.5
143.1
Earnings available for common stock 126.5
Nine Months Ended September 30, 2019
Revenues
$1,373.0

$187.8

$32.0

$1,592.8
Operating income 290.8
26.3
4.4
321.5
Earnings available for common stock 239.4
Nine Months Ended September 30, 2018
Revenues
$1,337.0

$177.0

$34.2

$1,548.2
Operating income 275.7
16.3
4.4
296.4
Earnings available for common stock 224.9

~~WPL~~ - ~~Certain financial information relating to~~and WPL’s business segments is as follows. Intersegment revenues were not material to ~~WPL’s~~their respective operations.


Alliant Energy																			ATC Holdings,			Alliant
											Utility								Non-Utility,			Energy
											Electric		Gas		Other		Total		Parent and Other			Consolidated
	Electric		Gas			Other			Total		(in millions)
	(in millions)
Three Months Ended September 30, 2019
Three Months Ended March 31, 2020
Revenues		$355.0		$16.7			$0.4			$372.1		$730.3		$152.2		$11.6		$894.1		$21.6			$915.7
Operating income (loss)	108.6		(0.5		)	0.2			108.3		146.2		41.6		2.7		190.5		(2.2		)	188.3
Earnings available for common stock									75.5
Three Months Ended September 30, 2018
Net income (loss) attributable to Alliant Energy common shareowners																	172.2		(2.2		)	170.0
Three Months Ended March 31, 2019
Revenues		$352.0		$18.1			$0.6			$370.7		$743.4		$215.8		$11.1		$970.3		$16.9			$987.2
Operating income (loss)	104.0		1.1			(0.9		)	104.2
Earnings available for common stock									76.3
Nine Months Ended September 30, 2019
Revenues		$977.5		$134.7			$1.2			$1,113.4
Operating income (loss)	252.2		21.4			(0.2		)	273.4
Earnings available for common stock									183.2
Nine Months Ended September 30, 2018
Revenues		$959.2		$122.0			$2.0			$1,083.2
Operating income (loss)	234.5		18.6			(1.5		)	251.6
Earnings available for common stock									170.1
Operating income											126.4		45.2		—		171.6		5.2			176.8
Net income attributable to Alliant Energy common shareowners																	119.0		6.1			125.1



IPL	Electric		Gas		Other		Total
	(in millions)
Three Months Ended March 31, 2020
Revenues		$424.8		$83.0		$11.1		$518.9
Operating income	67.0		27.3		2.4		96.7
Net income available for common stock							82.6
Three Months Ended March 31, 2019
Revenues		$419.8		$124.6		$10.7		$555.1
Operating income	46.8		26.3		0.4		73.5
Net income available for common stock							53.3



WPL	Electric		Gas		Other			Total
	(in millions)
Three Months Ended March 31, 2020
Revenues		$305.5		$69.2		$0.5			$375.2
Operating income	79.2		14.3		0.3			93.8
Net income								89.6
Three Months Ended March 31, 2019
Revenues		$323.6		$91.2		$0.4			$415.2
Operating income (loss)	79.6		18.9		(0.4		)	98.1
Net income								65.7

NOTE ~~16.~~15. RELATED PARTIES

Service Agreements - Pursuant to service agreements, IPL and WPL receive various administrative and general services from an affiliate, Corporate Services. These services are billed to IPL and WPL at cost based on expenses incurred by Corporate Services for the benefit of IPL and WPL, respectively. These costs consisted primarily of employee compensation and benefits, fees associated with various professional services, depreciation and amortization of property, plant and equipment, and a return on net assets. Corporate Services also acts as agent on behalf of IPL and WPL pursuant to the service agreements. As agent, Corporate Services enters into energy, capacity, ancillary services, and transmission sale and purchase transactions within MISO. Corporate Services assigns such sales and purchases among IPL and WPL based on statements received from MISO. The amounts billed for services provided, sales credited and purchases for the three ~~and nine~~ months ended ~~September 30~~March 31 were as follows (in millions):



	IPL				WPL
	2020		2019		2020		2019
Corporate Services billings		$37		$43		$32		$33
Sales credited	15		15		2		1
Purchases billed	81		84		20		30



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IPL WPL
Three Months Nine Months Three Months Nine Months
2019 2018 2019 2018 2019 2018 2019 2018
Corporate Services billings
$47

$43

$137

$128

$36

$33

$104

$100
Sales credited 23
11
50
34
2
7
6
16
Purchases billed 93
95
251
268
32
19
91
56

Net intercompany payables to Corporate Services were as follows (in millions):

IPL WPL
September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018
Net payables to Corporate Services $108 $95 $75 $71



	IPL		WPL
	March 31, 2020	December 31, 2019	March 31, 2020	December 31, 2019
Net payables to Corporate Services	$110	$112	$72	$85

ATC - Pursuant to various agreements, WPL receives a range of transmission services from ATC. WPL provides operation, maintenance, and construction services to ATC. WPL and ATC also bill each other for use of shared facilities owned by each party. The related amounts billed between the parties for the three ~~and nine~~ months ended ~~September 30~~March 31 were as follows (in millions):


	Three Months				Nine Months
	2019		2018		2019		2018		2020		2019
ATC billings to WPL		$28		$26		$82		$79		$28		$27
WPL billings to ATC	3		3		10		8		3		4

WPL owed ATC net amounts of $9$8 million as of ~~September 30, 2019~~March 31, 2020 and $89 million as of December 31, ~~2018~~2019.

~~WPL’s Sheboygan Falls Energy Facility Lease~~ - ~~Refer to~~ ~~Note 7~~ ~~for discussion of WPL’s Sheboygan Falls Energy Facility lease.~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This MDA includes information relating to Alliant Energy, and IPL and WPL (collectively, the Utilities), as well as ATC Holdings, AEF and Corporate Services. Where appropriate, information relating to a specific entity has been segregated and labeled as such. The following discussion and analysis should be read in conjunction with the Financial Statements and the Notes included in this report, as well as the financial statements, notes and MDA included in the ~~2018~~2019 Form 10-K. Unless otherwise noted, all “per share” references in MDA refer to earnings per diluted share.

~~2019~~2020 HIGHLIGHTS

Key highlights since the filing of the ~~2018~~2019 Form 10-K include the following:

~~Rate Matters:~~COVID-19:

The outbreak of COVID-19 has become a global pandemic and Alliant Energy’s service territories are not immune to the challenges presented by COVID-19. Despite these challenges, Alliant Energy, IPL and WPL continue to focus on providing the critical, reliable service their customers depend on, while emphasizing the health and welfare of their employees, customers and communities. Alliant Energy, IPL and WPL have not experienced significant impacts on their overall business operations, financial condition, results of operations or cash flows for the three months ended March 31, 2020; however, the degree to which the COVID-19 pandemic may impact such items in the future is currently unknown and will depend on future developments of the pandemic as well as possible additional actions by government and regulatory authorities. Actual and potential impacts from COVID-19 include, but are not limited to, the following:

Operational and Supply Chain Impacts - Alliant Energy has modified certain business practices to help ensure the health and safety of its employees, contractors, customers and vendors consistent with orders and best practices issued by government and regulatory authorities. For example, Alliant Energy implemented its business continuity and pandemic plans for critical items and services, including travel restrictions, social distancing, working-from-home protocols, and rescheduling of planned EGU outages. Alliant Energy has also temporarily suspended service disconnects, has waived late payment fees for its customers, and has modified reconnect service procedures to ensure continuity of service for customers unable to pay their bills and consistency with regulatory orders.

While Alliant Energy has not experienced any significant issues to-date, it continues to monitor potential disruptions or constraints in materials and supplies from key suppliers. In addition, Alliant Energy’s construction projects are currently progressing as planned with added safety protocols, and while it continues to monitor its supply chain, there have been no immediate disruptions. Currently, Alliant Energy expects its large renewable construction projects to be placed in service as previously planned to meet the timing requirements to qualify for the maximum renewable tax credits. In addition, Alliant Energy does not currently expect any material changes to its construction and acquisition expenditures plans disclosed in the 2019 Form 10-K.

Alliant Energy has not experienced, and currently does not expect, an interruption in its ability to provide electric and natural gas services to its customers. In addition, Alliant Energy currently expects to incur incremental direct expenses related to certain of these operational changes and does expect them to have a material impact on its results of operations.

Customer Impacts - COVID-19 has resulted in widespread travel restrictions and closures of commercial spaces and industrial facilities in Alliant Energy’s service territories. While the total expected impact of COVID-19 on future sales is currently unknown, Alliant Energy has experienced higher electric residential sales and lower electric commercial and industrial sales since the outset of the pandemic. In April 2020, as compared to April 2019, Alliant Energy’s retail electric residential temperature-normalized sales increased 5%, and its retail electric commercial and industrial temperature-normalized sales decreased 13% in aggregate. From a sensitivity perspective, Alliant Energy currently estimates that an annual 1% increase/decrease in sales for each customer type would result in corresponding annual impacts of $0.02 EPS for its retail electric



•	In March 2019, IPL filed requests with the IUB to increase annual base rates for its Iowa retail electric and gas customers, which were based on a forward-looking test period that includes 2020. IPL concurrently filed for interim retail electric rates based on a 2018 historical Test Year, which were implemented effective April 1, 2019. In October 2019, IPL reached settlement agreements with intervenor groups for annual retail electric and gas base rate increases.The electric base rate agreement includes a return on common equity of 9.5% for all non-advanced rate making principle generating assets and 5% for production tax credit carryforwards for the most recent 1,000 MW of new wind generation development, recovery of the most recent 1,000 MW of new wind generation development through a new renewable energy rider, and a 51% common equity component of regulatory capital structure. The gas base rate agreement includes a return on common equity of 9.6% and a 51% common equity component of regulatory capital structure. Refer to ~~Note 2~~ ~~for details.~~ 25

Table of Contents

residential customers, $0.01 EPS for its retail electric commercial customers and $0.01 EPS for its retail electric industrial customers. As both Iowa and Wisconsin have currently extended travel restrictions and social distancing guidelines into May, Alliant Energy currently expects that these sales changes experienced in April 2020 will continue.

Liquidity and Capital Resources Impacts - In response to the uncertainty of the impacts of COVID-19, Alliant Energy enhanced its liquidity position in the first quarter of 2020 by settling $222 million under the equity forward sale agreements, AEF accelerating the refinancing of its $300 million term-loan credit agreement that would have been due in April 2020, and in April 2020, WPL issued $350 million of debentures due 2050. In March ~~2019,~~2020, Alliant Energy and WPL borrowed under the single credit facility for a portion of their cash needs to obtain more favorable interest rates than available in the commercial paper market. This single credit facility also allows borrowing capacity to shift among Alliant Energy (at the parent company level), IPL and WPL as needed. IPL and WPL have $200 million and $150 million of long-term debt maturities in 2020, respectively, and there are no other material long-term debt maturities in 2020 and 2021. In addition, IPL maintains a sales of accounts receivable program as an alternative financing source; however, if customer arrears were to exceed certain levels, IPL’s access to the program may be restricted.

Alliant Energy, IPL and WPL currently expect to maintain compliance with the financial covenants of the credit facility agreement, and Alliant Energy currently expects to maintain compliance with the financial covenants in AEF’s term loan credit agreement. In addition, Alliant Energy currently expects to have adequate liquidity to fulfill its contractual obligations, access to capital markets and continue with its planned quarterly dividend payments.

Credit Risk Impacts - Alliant Energy’s temporary suspension of service disconnects and waivers of late payment fees for its customers, as well as broad economic factors, may negatively impact our customers’ abilities to pay, which could increase customer arrears and bad debts, and negatively impact Alliant Energy’s cash flows from operations. Currently, Alliant Energy does not anticipate any material credit risk related to its commodity transactions. In addition, Alliant Energy recorded an $8 million credit loss charge in the first quarter of 2020 related to legacy guarantees associated with an affiliate of Whiting Petroleum, partly as a result of the increasing concerns and impacts from the pandemic on the depressed oil industry.

Regulatory Impacts - In March 2020, WPL received authorization from the PSCW to defer certain incremental costs incurred resulting from COVID-19, including bad debt expenses and foregone revenues from late payment fees and deposits. In May 2020, IPL received notification from the IUB ~~approved~~that it may file a proposal for utilization of a regulatory asset account to track increased expenses and other financial impacts incurred after March 1, 2020 resulting from COVID-19. The recovery of any authorized deferrals will be addressed in future regulatory proceedings. For the three months ended March 31, 2020, such amounts were not material.

Legislative Impacts - In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted. The most significant provision of the CARES Act for Alliant Energy relates to an acceleration of refunds of existing alternative minimum tax credits to improve liquidity. Alliant Energy has requested $11 million of credits to be received in 2020 that otherwise would have been received in 2021 and 2022. Other provisions of the CARES Act that Alliant Energy is currently evaluating include deferral of 2020 remaining pension contributions and payroll taxes to 2021 and 2022. In addition, the CARES Act provides additional funding to the Low Income Home Energy Assistance Program, which assists certain of Alliant Energy’s customers with managing their energy costs. The CARES Act also provides financial support for certain of Alliant Energy’s small business customers.

Rate Matters:

Final retail electric rates for IPL’s 2020 Forward-looking Test Period rate review were effective February 26, 2020. Effective with the implementation of final rates, IPL started to recover a return of and return on its new wind generation placed in service in 2019 and 2020 through the renewable energy ~~efficiency plan for 2019 through 2023, which provides direct financial savings~~rider.

In May 2020, WPL filed an application with the PSCW to ~~customers and provides cost-effective options to help~~maintain its current retail electric and gas ~~customers reduce their energy usage. The energy efficiency costs,~~base rates, authorized return on common equity, regulatory capital structure and earnings sharing mechanism through the end of 2021. WPL’s proposal utilizes anticipated fuel-related cost savings in 2021 to offset the revenue requirement impacts of the Kossuth wind farm expected to be placed in service in late 2020. In addition, WPL’s proposal utilizes excess deferred tax benefits to partially offset the revenue requirement of the expansion of its gas distribution system in Western Wisconsin also expected to be placed in service in late 2020. WPL’s proposal also seeks additional flexibility to mitigate certain cost impacts outside the control of the Company due to the COVID-19 pandemic if circumstances warrant.

Customer Investments:

In March 2020, IPL completed the construction of the Golden Plains wind farm in Iowa (200 megawatts).

In April 2020, WPL received authorization from the PSCW to expand its gas distribution system in Western Wisconsin, which ~~are lower than previous energy efficiency plans, are reflected on electric and gas customer bills beginning June 2019 and November 2019, respectively.~~is currently expected to be completed in 2020.



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~~Customer Investments:~~Financings:

In March 2019, IPL placed approximately 470 megawatts of new wind generation in service at the Upland Prairie and English Farms wind sites. IPL’s retail electric customers began to see the rate impacts of this renewable generation with the interim electric rates effective April 1, 2019.


•	In January and March 2019, AEF, a subsidiary of Alliant Energy, purchased two freight management companies. These non-utility acquisitions enhance Alliant Energy’s Transportation value to customers by adding customized supply chain solution capabilities to their portfolio of service offerings. Refer to ~~Note 4~~ ~~for details.~~

~~The installation of a selective catalytic reduction system at IPL’s Ottumwa Unit 1 was completed in the first quarter of 2019, which supports compliance obligations~~2020, Alliant Energy settled $222 million under the ~~Cross-State Air Pollution Rule~~equity forward sale agreements by delivering 4,275,127 shares of newly issued Alliant Energy common stock at a weighted average forward sale price of $51.98 per share.

In March 2020, AEF entered into a $300 million variable rate (1% as of March 31, 2020) term loan credit agreement (with Alliant Energy as guarantor), which expires in March 2022, and ~~IPL’s Consent Decree.~~

•

~~In September 2019, WPL filed a Certificate of Authority application with the PSCW for approval to expand its gas distribution systems in Western Wisconsin~~used the borrowings under this agreement to retire its $300 million variable rate term loan credit agreement that would have expired in April 2020. ~~Estimated capital expenditures for this project for 2020 are included in the “Gas distribution systems” line in the construction and acquisition expenditures table in “Liquidity and Capital Resources~~.”


•	Alliant Energy’s cleaner energy strategy includes the planned development and acquisition of up to 1,000 MW of solar generation at WPL. Estimated capital expenditures for the planned solar projects for 2021 through 2023 are included in the “Renewable projects” line in the construction and acquisitions table in “~~Liquidity and Capital Resources~~.”

~~Financings and Common Stock Dividends:~~

In April 2019, IPL issued $300 million of 3.60% senior debentures due 2029. In September 2019, IPL issued $300 million of 3.50% senior debentures due 2049. The senior debentures were issued as green bonds, and all of the net proceeds have been or will be allocated for the construction and development of IPL’s wind projects.

~~In June 2019,~~2020, WPL issued $350 million of ~~3.00%~~3.65% debentures due ~~2029.~~2050. The net proceeds from the issuance were used by WPL to reduce ~~its outstanding commercial paper~~borrowings under the single credit facility, which currently expires in August 2023, and ~~retire its $250 million 5% debentures that matured in July 2019.~~for general corporate purposes.


•	~~Refer to “Results of Operations” for discussion of expected issuances of common stock and long-term debt in 2020.~~

RESULTS OF OPERATIONS

Results of operations include financial information prepared in accordance with GAAP as well as utility electric margins and utility gas margins, which are not measures of financial performance under GAAP. Utility electric margins are defined as electric revenues less electric production fuel, purchased power and electric transmission service expenses. Utility gas margins are defined as gas revenues less cost of gas sold. Utility electric margins and utility gas margins are non-GAAP financial measures because they exclude other utility and non-utility revenues, other operation and maintenance expenses, depreciation and amortization expenses, and taxes other than income tax expense.

Management believes that utility electric and gas margins provide a meaningful basis for evaluating and managing utility operations since electric production fuel, purchased power and electric transmission service expenses and cost of gas sold are generally passed through to customers, and therefore, result in changes to electric and gas revenues that are comparable to changes in such expenses. The presentation of utility electric and gas margins herein is intended to provide supplemental information for investors regarding operating performance. These utility electric and gas margins may not be comparable to how other entities define utility electric and gas margin. Furthermore, these measures are not intended to replace operating income as determined in accordance with GAAP as an indicator of operating performance.

Additionally, the table below includes EPS for Utilities and Corporate Services, ATC Holdings, and Non-utility and Parent, which are non-GAAP financial measures. Alliant Energy believes these non-GAAP financial measures are useful to investors because they facilitate an understanding of segment performance and trends, and provide additional information about Alliant Energy’s operations on a basis consistent with the measures that management uses to manage its operations and evaluate its performance.

Financial Results Overview - Alliant Energy’s net income and EPS attributable to Alliant Energy common shareowners for the three months ended ~~September 30, 2019 and 2018~~March 31 were as follows (dollars in millions, except per share amounts):

2019 2018
Income (Loss) EPS Income (Loss) EPS
Utilities and Corporate Services
$219.6

$0.92

$206.3

$0.88
ATC Holdings 7.9
0.03
6.3
0.03
Non-utility and Parent (1.5 ) (0.01 ) (7.1 ) (0.04 )
Alliant Energy Consolidated
$226.0

$0.94

$205.5

$0.87



	31

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	2020						2019
	Income (Loss)			EPS			Income (Loss)			EPS
Utilities and Corporate Services		$175.4			$0.72			$122.0			$0.52
ATC Holdings	7.7			0.03			7.1			0.03
Non-utility and Parent	(13.1		)	(0.05		)	(4.0		)	(0.02		)
Alliant Energy Consolidated		$170.0			$0.70			$125.1			$0.53

Alliant Energy’s Utilities and Corporate Services net income increased by ~~$13~~$53 million for the three-month period, primarily due to higher earnings resulting from IPL’s and WPL’s increasing rate ~~base and timing of income tax expense.~~base. These items were partially offset by lower electric and gas sales volumes largely caused by warmer than normal temperatures in early 2020 and higher depreciation expense. For the three months ended March 31, 2020, Alliant Energy did not experience a significant impact as a result of COVID-19.

Alliant Energy’s Non-utility and Parent net loss increased by $9 million for the three-month period primarily due to the credit loss charge related to legacy guarantees associated with an affiliate of Whiting Petroleum.



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Table of Contents

For the three ~~and nine~~ months ended ~~September 30,~~March 31, operating income and a reconciliation of utility electric and gas margins to the most directly comparable GAAP measure, operating income, was as follows (in millions):



	Alliant Energy						IPL						WPL
Three Months	2020			2019			2020			2019			2020			2019
Operating income		$188.3			$176.8			$96.7			$73.5			$93.8			$98.1
Electric utility revenues		$730.3			$743.4			$424.8			$419.8			$305.5			$323.6
Electric production fuel and purchased power expenses	(184.1		)	(218.4		)	(106.2		)	(128.9		)	(77.9		)	(89.5		)
Electric transmission service expense	(122.2		)	(123.0		)	(84.5		)	(87.7		)	(37.7		)	(35.3		)
Utility Electric Margin (non-GAAP)	424.0			402.0			234.1			203.2			189.9			198.8
Gas utility revenues	152.2			215.8			83.0			124.6			69.2			91.2
Cost of gas sold	(85.0		)	(121.6		)	(44.2		)	(63.3		)	(40.8		)	(58.3		)
Utility Gas Margin (non-GAAP)	67.2			94.2			38.8			61.3			28.4			32.9
Other utility revenues	11.6			11.1			11.1			10.7			0.5			0.4
Non-utility revenues	21.6			16.9			—			—			—			—
Other operation and maintenance expenses	(162.2		)	(181.2		)	(86.6		)	(108.0		)	(54.2		)	(63.5		)
Depreciation and amortization expenses	(146.3		)	(136.9		)	(85.9		)	(77.1		)	(59.1		)	(58.6		)
Taxes other than income tax expense	(27.6		)	(29.3		)	(14.8		)	(16.6		)	(11.7		)	(11.9		)
Operating income		$188.3			$176.8			$96.7			$73.5			$93.8			$98.1

Alliant Energy IPL WPL
Three Months 2019 2018 2019 2018 2019 2018
Operating income
$290.2

$256.1

$173.5

$143.1

$108.3

$104.2

Electric utility revenues
$915.9

$861.2

$560.9

$509.2

$355.0

$352.0
Electric production fuel and purchased power expenses (218.5 ) (227.8 ) (126.8 ) (122.5 ) (91.7 ) (105.3 )
Electric transmission service expense (127.5 ) (129.1 ) (91.8 ) (92.8 ) (35.7 ) (36.3 )
Utility Electric Margin (non-GAAP) 569.9
504.3
342.3
293.9
227.6
210.4

Gas utility revenues 41.5
44.8
24.8
26.7
16.7
18.1
Cost of gas sold (9.1 ) (11.3 ) (5.9 ) (6.4 ) (3.2 ) (4.9 )
Utility Gas Margin (non-GAAP) 32.4
33.5
18.9
20.3
13.5
13.2

Other utility revenues 11.2
12.3
10.8
11.7
0.4
0.6
Non-utility revenues 21.6
10.3
—
—
—
—
Other operation and maintenance expenses (173.7 ) (148.4 ) (100.2 ) (94.6 ) (62.3 ) (54.2 )
Depreciation and amortization expenses (143.8 ) (129.0 ) (83.7 ) (73.9 ) (58.9 ) �� (54.1 )
Taxes other than income tax expense (27.4 ) (26.9 ) (14.6 ) (14.3 ) (12.0 ) (11.7 )
Operating income
$290.2

$256.1

$173.5

$143.1

$108.3

$104.2

Alliant Energy IPL WPL
Nine Months 2019 2018 2019 2018 2019 2018
Operating income
$616.8

$573.0

$321.5

$296.4

$273.4

$251.6

Electric utility revenues
$2,350.5

$2,296.2

$1,373.0

$1,337.0

$977.5

$959.2
Electric production fuel and purchased power expenses (601.7 ) (639.5 ) (339.0 ) (354.0 ) (262.7 ) (285.5 )
Electric transmission service expense (362.9 ) (375.2 ) (256.9 ) (268.0 ) (106.0 ) (107.2 )
Utility Electric Margin (non-GAAP) 1,385.9
1,281.5
777.1
715.0
608.8
566.5

Gas utility revenues 322.5
299.0
187.8
177.0
134.7
122.0
Cost of gas sold (151.1 ) (150.0 ) (80.0 ) (83.8 ) (71.1 ) (66.2 )
Utility Gas Margin (non-GAAP) 171.4
149.0
107.8
93.2
63.6
55.8

Other utility revenues 33.2
36.2
32.0
34.2
1.2
2.0
Non-utility revenues 61.4
29.6
—
—
—
—
Other operation and maintenance expenses (527.2 ) (468.8 ) (305.6 ) (297.1 ) (188.2 ) (172.8 )
Depreciation and amortization expenses (423.6 ) (376.4 ) (243.4 ) (209.2 ) (176.6 ) (164.2 )
Taxes other than income tax expense (84.3 ) (78.1 ) (46.4 ) (39.7 ) (35.4 ) (35.7 )
Operating income
$616.8

$573.0

$321.5

$296.4

$273.4

$251.6

Operating Income Variances - Variances between periods in operating income for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 compared to the same ~~periods~~period in ~~2018~~2019 were as follows (in millions):

Three Months Nine Months
Alliant Energy IPL WPL Alliant Energy IPL WPL
Total higher utility electric margin variance (Refer to details below)
$66

$48

$17

$104

$62

$42
Total higher (lower) utility gas margin variance (Refer to details below) (1 ) (1 ) —
22
15
8
Higher non-utility revenues due to AEF’s new acquisitions 10
—
—
31
—
—
Total higher other operation and maintenance expenses variance (Refer to details below) (25 ) (6 ) (8 ) (58 ) (9 ) (15 )
Higher depreciation and amortization expense, primarily due to additional plant in service in 2018 and 2019 and new IPL depreciation rates effective May 2018 (15 ) (10 ) (5 ) (47 ) (34 ) (12 )
Other (1 ) (1 ) —
(8 ) (9 ) (1 )

$34

$30

$4

$44

$25

$22



	32

~~Table of Contents~~



	Alliant Energy			IPL			WPL
Total higher (lower) utility electric margin variance (Refer to details below)		$22			$31			($9	)
Total lower utility gas margin variance (Refer to details below)	(27		)	(23		)	(5		)
Total lower other operation and maintenance expenses variance (Refer to details below)	19			21			9
Higher depreciation and amortization expense primarily due to additional plant in service in 2019 and 2020, including IPL’s new wind generation	(9		)	(9		)	(1		)
Other	7			3			2
		$12			$23			($4	)

Electric and Gas Revenues and Sales Summary - Electric and gas revenues (in millions), and MWh and Dth sales (in thousands), for the three ~~and nine~~ months ended ~~September 30~~March 31 were as follows:


Alliant Energy	Electric						Gas						Electric						Gas
	Revenues				MWhs Sold		Revenues				Dths Sold		Revenues				MWhs Sold		Revenues				Dths Sold
	2019		2018		2019	2018	2019		2018		2019	2018	2020		2019		2020	2019	2020		2019		2020	2019
Three Months
Retail		$825.9		$776.1	6,868	6,892		$32.7		$35.8	3,144	3,867		$659.0		$664.5	6,125	6,352		$140.4		$200.8	22,022	26,379
Sales for resale	71.9		70.2		2,003	1,675	N/A		N/A		N/A	N/A	57.7		63.5		1,879	1,424	N/A		N/A		N/A	N/A
Transportation/Other	18.1		14.9		23	19	8.8		9.0		25,021	23,213	13.6		15.4		18	26	11.8		15.0		28,816	25,370
		$915.9		$861.2	8,894	8,586		$41.5		$44.8	28,165	27,080		$730.3		$743.4	8,022	7,802		$152.2		$215.8	50,838	51,749
Nine Months
Retail		$2,109.2		$2,057.4	19,035	19,399		$286.8		$268.8	36,560	35,678
Sales for resale	191.0		198.8		4,835	4,557	N/A		N/A		N/A	N/A
Transportation/Other	50.3		40.0		71	67	35.7		30.2		71,814	67,886
		$2,350.5		$2,296.2	23,941	24,023		$322.5		$299.0	108,374	103,564


IPL	Electric						Gas						Electric						Gas
	Revenues				MWhs Sold		Revenues				Dths Sold		Revenues				MWhs Sold		Revenues				Dths Sold
	2019		2018		2019	2018	2019		2018		2019	2018	2020		2019		2020	2019	2020		2019		2020	2019
Three Months
Retail		$511.9		$467.5	3,827	3,838		$19.5		$21.0	1,644	2,060		$388.3		$380.2	3,482	3,629		$75.2		$115.9	11,621	13,993
Sales for resale	37.8		31.0		1,414	917	N/A		N/A		N/A	N/A	27.9		32.0		1,251	927	N/A		N/A		N/A	N/A
Transportation/Other	11.2		10.7		9	10	5.3		5.7		8,701	8,994	8.6		7.6		10	9	7.8		8.7		11,294	11,007
		$560.9		$509.2	5,250	4,765		$24.8		$26.7	10,345	11,054		$424.8		$419.8	4,743	4,565		$83.0		$124.6	22,915	25,000
Nine Months
Retail		$1,247.8		$1,218.4	10,706	11,060		$165.8		$156.8	19,010	18,838
Sales for resale	95.7		91.6		3,241	2,444	N/A		N/A		N/A	N/A
Transportation/Other	29.5		27.0		27	28	22.0		20.2		28,528	28,893
		$1,373.0		$1,337.0	13,974	13,532		$187.8		$177.0	47,538	47,731


WPL	Electric						Gas						Electric						Gas
	Revenues				MWhs Sold		Revenues				Dths Sold		Revenues				MWhs Sold		Revenues				Dths Sold
	2019		2018		2019	2018	2019		2018		2019	2018	2020		2019		2020	2019	2020		2019		2020	2019
Three Months
Retail		$314.0		$308.6	3,041	3,054		$13.2		$14.8	1,500	1,807		$270.7		$284.3	2,643	2,723		$65.2		$84.9	10,401	12,386
Sales for resale	34.1		39.2		589	758	N/A		N/A		N/A	N/A	29.8		31.5		628	497	N/A		N/A		N/A	N/A
Transportation/Other	6.9		4.2		14	9	3.5		3.3		16,320	14,219	5.0		7.8		8	17	4.0		6.3		17,522	14,363
		$355.0		$352.0	3,644	3,821		$16.7		$18.1	17,820	16,026		$305.5		$323.6	3,279	3,237		$69.2		$91.2	27,923	26,749
Nine Months
Retail		$861.4		$839.0	8,329	8,339		$121.0		$112.0	17,550	16,840
Sales for resale	95.3		107.2		1,594	2,113	N/A		N/A		N/A	N/A
Transportation/Other	20.8		13.0		44	39	13.7			$10.0	43,286	38,993
		$977.5		$959.2	9,967	10,491		$134.7		$122.0	60,836	55,833

~~Sales Trends and Temperatures~~ - ~~Alliant Energy’s retail electric sales volumes remained unchanged and decreased 2% for the~~ ~~three and nine months ended September 30, 2019~~ compared to the same periods in 2018, respectively. The decrease for the nine-month period was primarily due to the impact of lower residential and commercial sales due to cooler temperatures during the second quarter of 2019.

~~Estimated increases to electric and gas margins from the impacts of temperatures for the three and nine months ended September 30 were as follows (in millions):~~

Electric Margins Gas Margins
Three Months Nine Months Three Months Nine Months
2019 2018 Change 2019 2018 Change 2019 2018 Change 2019 2018 Change
IPL
$4

$4

$—

$7

$18

($11 )
$—

$—

$—

$4

$1

$3
WPL 2
3
(1 ) 2
10
(8 ) —
—
—
2
1
1
Total Alliant Energy
$6

$7

($1 )
$9

$28

($19 )
$—

$—

$—

$6

$2

$4



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Table of Contents

Sales Trends and Temperatures - Alliant Energy’s retail electric and gas sales volumes decreased 4% and 17%, respectively, for the three months ended March 31, 2020 compared to the same period in 2019, primarily due to warmer than normal temperatures in early 2020 in Alliant Energy’s service territories. For the three months ended March 31, 2020, COVID-19 impacts on sales volumes resulted in increases for residential electric and gas sales volumes and decreases for commercial and industrial sales. The net decrease in sales from COVID-19 impacts were offset by the increases from the additional day due to leap year.

Estimated increases (decreases) to electric and gas margins from the impacts of temperatures for the three months ended March 31 were as follows (in millions):



	Electric Margins								Gas Margins
	2020			2019		Change			2020			2019		Change
IPL		($3	)		$6		($9	)		($2	)		$3		($5	)
WPL	(3		)	4		(7		)	(1		)	2		(3		)
Total Alliant Energy		($6	)		$10		($16	)		($3	)		$5		($8	)

Utility Electric Margin Variances - The following items contributed to increased (decreased) utility electric margins for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 compared to the same ~~periods~~period in ~~2018~~2019 as follows (in millions):


	Three Months									Nine Months									Alliant Energy			IPL			WPL
	Alliant Energy			IPL			WPL			Alliant Energy			IPL			WPL
Impact of IPL’s retail electric interim and final base rate increases effective April 2019 and May 2018, respectively (a)		$41			$41			$—			$77			$77			$—
Higher margins at WPL from earning on increasing rate base for rates effective January 2019	16			—			16			42			—			42
Impact of IPL’s retail electric final and interim rate increases effective February 2020 and April 2019, respectively (a)																				$30			$30			$—
Estimated changes in sales volumes caused by temperatures	(1		)	—			(1		)	(19		)	(11		)	(8		)	(16		)	(9		)	(7		)
Higher revenues at IPL due to changes in electric tax benefit rider credits on customers’ bills (offset by changes in income tax expense)	6			6			—			4			4			—			5			5			—
Higher revenues at IPL related to changes in recovery amounts for energy efficiency costs through the energy efficiency rider (mostly offset by changes in energy efficiency expense)	2			2			—			3			3						2			2			—
Other	2			(1		)	2			(3		)	(11		)	8			1			3			(2		)
		$66			$48			$17			$104			$62			$42			$22			$31			($9	)

(a)

IPL’s interim retail electric base rate increase was effective April 1, 2019 and final retail electric base rate increase was ~~reduced by~~effective February 26, 2020. Effective with final rates, the recovery of, and return on, IPL’s new wind generation placed in service in 2019 and 2020 is provided through the renewable energy rider. Both interim and final rate increases include a reduction for anticipated production tax credits for IPL’s new wind ~~generation placed in service in March 2019.~~generation. This reduction ~~in revenue requirement~~ is expected to be offset by a reduction in income tax expense resulting from production tax credits recognized from ~~the~~this new wind generation. ~~Additionally, the interim retail electric base rate increase was reduced by $8 million as a result of the partial refund agreed to as part of the rate review proposed settlement. Refer to~~ ~~Note 2~~ ~~for further discussion.~~

Utility Gas Margin Variances - The following items contributed to increased (decreased) utility gas margins for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 compared to the same ~~periods~~period in ~~2018~~2019 as follows (in millions):

Three Months Nine Months
Alliant Energy IPL WPL Alliant Energy IPL WPL
Impact of IPL’s retail gas final base rate increase effective January 2019
$—

$—

$—

$8

$8

$—
Higher margins at WPL from earning on increasing rate base for rates effective January 2019 1
—
1
6
—
6
Estimated changes in sales volumes caused by temperatures —
—
—
4
3
1
Higher revenues at IPL related to changes in recovery amounts for energy efficiency costs through the energy efficiency rider (mostly offset by changes in energy efficiency expense) —
—
—
3
3
—
Other (2 ) (1 ) (1 ) 1
1
1

($1 )
($1 )
$—

$22

$15

$8



	Alliant Energy			IPL			WPL
Lower revenues at IPL related to changes in recovery amounts for energy efficiency costs through the energy efficiency rider (mostly offset by changes in energy efficiency expense)		($22	)		($22	)		$—
Estimated changes in sales volumes caused by temperatures	(8		)	(5		)	(3		)
Impact of IPL’s retail gas rate increase effective January 2020	6			6			—
Other	(3		)	(2		)	(2		)
		($27	)		($23	)		($5	)

Other Operation and Maintenance Expenses Variances - The following items contributed to (increased) decreased other operation and maintenance expenses for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 compared to the same ~~periods~~period in ~~2018~~2019 as follows (in millions):

Three Months Nine Months
Alliant Energy IPL WPL Alliant Energy IPL WPL
Higher operation expense at AEF due to new acquisitions
($10 )
$—

$—

($29 )
$—

$—
Higher energy efficiency cost recovery amortizations at WPL pursuant to authorization from PSCW rate order effective January 2019 (4 ) —
(4 ) (11 ) —
(11 )
Higher energy efficiency expense at IPL (primarily offset by higher gas revenues) (1 ) (1 ) —
(5 ) (5 ) —
Higher performance compensation expense (4 ) (2 ) (2 ) (5 ) (2 ) (2 )
Other (6 ) (3 ) (2 ) (8 ) (2 ) (2 )

($25 )
($6 )
($8 )
($58 )
($9 )
($15 )



	Alliant Energy			IPL			WPL
Lower energy efficiency expense at IPL (primarily offset by lower gas revenues)		$20			$20			$—
Lower performance compensation expense	3			1			2
Lower (higher) generation operation and maintenance expenses	1			(2		)	3
Credit loss charge related to guarantees for an affiliate of Whiting Petroleum (Refer to Note 13(c))	(8		)	—			—
Other	3			2			4
		$19			$21			$9



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Table of Contents

Other Income and Deductions Variances - The following items contributed to (increased) decreased other income and deductions for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 compared to the same ~~periods~~period in ~~2018~~2019 as follows (in millions):


	Three Months									Nine Months
	Alliant Energy			IPL			WPL			Alliant Energy			IPL			WPL			Alliant Energy			IPL			WPL
Higher interest expense primarily due to higher average outstanding long-term debt balances		($5	)		($1	)		($1	)		($20	)		($2	)		($4	)		($3	)		($5	)		$—
Lower equity income due to decreased earnings from non-utility wind farm resulting from an acceleration of earnings in the first quarter of 2018 due to Federal Tax Reform	—			—			—			(12		)	—			—
Higher allowance for funds used during construction primarily due to changes in construction work in progress balances related to IPL’s new wind generation and WPL’s West Riverside Energy Center	3			—			3			14			6			8
Higher (lower) allowance for funds used during construction primarily due to changes in construction work in progress balances related to IPL’s new wind generation and WPL’s West Riverside Energy Center and new wind generation																			(2		)	(6		)	4
Other	—			(2		)	—			—			(3		)	(1		)	5			1			1
		($2	)		($3	)		$2			($18	)		$1			$3			$—			($10	)		$5

Income Taxes - ~~Refer to~~ ~~Note 9~~ ~~for details of~~Alliant Energy’s overall effective income tax ~~rates.~~rates were (12.2%) and 10.6% for the three months ended March 31, 2020 and 2019, respectively. The decrease in effective income tax rate is primarily due to increases in production tax credits as a result of increased wind production in 2020 and increases of amortization of excess deferred taxes primarily at WPL. WPL’s 2020 increased revenue requirements are offset by returning to customers a portion of the excess deferred income tax credits from Federal Tax Reform. Excess deferred income taxes and production tax credits are recognized based on an estimated annual effective tax rate, which contributed to a positive variance in the first quarter. This positive variance is expected to continue through the first half of the year and reverse in the second half of 2020.

~~Other Future Considerations~~ - ~~In addition to items discussed in MDA and the~~ ~~Notes~~ ~~in Item 1, the following key items could impact Alliant Energy’s, IPL’s and WPL’s future financial condition or results of operations:~~

•

~~Financing Plans -~~ Alliant Energy currently expects to issue up to $250 million of common stock in 2020 through one or more offerings and its Shareowner Direct Plan. IPL, WPL and AEF currently expect to issue up to $300 million, $350 million and $300 million of long-term debt in 2020, respectively. IPL, WPL and AEF have $200 million, $150 million and $300 million of long-term debt maturing in 2020, respectively.

•

~~Common Stock Dividends -~~ Alliant Energy announced a 7% increase in its targeted 2020 annual common stock dividend to $1.52 per share, which is equivalent to a quarterly rate of $0.38 per share, beginning with the February 2020 dividend payment. The timing and amount of future dividends is subject to an approved dividend declaration from Alliant Energy’s Board of Directors, and is dependent upon earnings expectations, capital requirements, and general financial business conditions, among other factors.

•

~~Higher Earnings on Increasing Rate Base -~~ Alliant Energy and IPL currently expect an increase in earnings in 2020 compared to 2019 due to impacts from increasing revenue requirements from IPL’s retail electric and gas rate reviews (2020 Forward-looking Test Period). IPL’s and WPL’s 2020 increased revenue requirements are expected to be offset by returning to customers a portion of the excess deferred income tax credits from Federal Tax Reform.


•	~~Depreciation and Amortization Expenses -~~ Alliant Energy, IPL and WPL currently expect an increase in depreciation and amortization expenses in 2020 compared to 2019 due to property additions, including IPL’s expansion of wind generation and WPL’s West Riverside natural gas-fired EGU.


•	~~Interest Expense -~~ ~~Alliant Energy currently expects interest expense to increase in 2020 compared to 2019 primarily due to financings completed in 2019 and planned in 2020 as discussed above.~~

•

~~Allowance for Funds Used During Construction -~~ Alliant Energy currently expects allowance for funds used during construction to decrease in 2020 compared to 2019 primarily due to decreased construction work in progress balances related to IPL’s wind generation that was placed in service in 2019 and is expected to be placed in service in 2020, and WPL’s West Riverside Energy Center, which is currently expected to be placed in service by the end of 2019.

LIQUIDITY AND CAPITAL RESOURCES

The liquidity and capital resources summary included in the ~~2018~~2019 Form 10-K has not changed materially, except as described below.

COVID-19 Considerations - Refer to “2020 Highlights” for discussion of COVID-19 and the current and expected impacts on Alliant Energy’s, IPL’s and WPL’s liquidity and capital resources.

Liquidity Position - At ~~September 30, 2019,~~March 31, 2020, Alliant Energy had ~~$194~~$55 million of cash and cash equivalents, ~~$650~~$730 million ($~~100~~362 million at the parent company, $250 million at IPL and ~~$300~~$118 million at WPL) of available capacity under the single revolving credit facility and ~~$109~~$74 million of available capacity at IPL under its sales of accounts receivable program.



	35

~~Table of Contents~~

Capital Structure - Capital structures at ~~September 30, 2019~~March 31, 2020 were as follows (Long-term Debt (including current maturities) (LD); Short-term Debt (SD); Common Equity (CE); IPL’s Preferred Stock (PS)):

Cash Flows - Selected information from the cash flows statements was as follows (in millions):


	Alliant Energy						IPL						WPL						Alliant Energy						IPL						WPL
	2019			2018			2019			2018			2019			2018			2020			2019			2020			2019			2020			2019
Cash, cash equivalents and restricted cash, January 1		$25.5			$33.9			$12.4			$7.2			$9.2			$24.2			$17.7			$25.5			$9.3			$12.4			$4.4			$9.2
Cash flows from (used for):
Operating activities	509.2			442.2			138.5			38.9			359.6			345.5			160.2			181.1			25.1			76.7			148.2			122.2
Investing activities	(861.1		)	(815.7		)	(484.1		)	(328.9		)	(334.9		)	(468.7		)	(179.6		)	(364.8		)	(52.9		)	(221.8		)	(124.5		)	(120.3		)
Financing activities	526.1			587.4			518.5			519.1			(24.3		)	106.7			60.3			176.0			43.5			139.6			(5.4		)	(6.4		)
Net increase (decrease)	174.2			213.9			172.9			229.1			0.4			(16.5		)	40.9			(7.7		)	15.7			(5.5		)	18.3			(4.5		)
Cash, cash equivalents and restricted cash, September 30		$199.7			$247.8			$185.3			$236.3			$9.6			$7.7
Cash, cash equivalents and restricted cash, March 31																				$58.6			$17.8			$25.0			$6.9			$22.7			$4.7



	30

Table of Contents

Operating Activities - The following items contributed to increased (decreased) operating activity cash flows for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 compared to the same period in ~~2018~~2019 (in millions):

Alliant Energy IPL WPL
Higher collections from IPL’s retail electric and gas base rate increases
$84

$84

$—
Changes in amounts refunded to customers related to Federal Tax Reform 35
6
29
Changes in income taxes paid/refunded 6
11
4
Contributions to qualified defined benefit pension plans in 2019 (24 ) (12 ) (12 )
Changes in interest payments (23 ) (5 ) (5 )
Changes in levels of production fuel (20 ) (5 ) (15 )
Decreased collections from IPL’s and WPL’s retail customers caused by temperature impacts on electric and gas sales (15 ) (8 ) (7 )
Timing of intercompany payments and receipts —
19
1
Other 24
10
19

$67

$100

$14



	Alliant Energy			IPL			WPL
Decreased collections from IPL’s and WPL’s retail customers caused by temperature impacts on electric and gas sales		($24	)		($14	)		($10	)
Changes in levels of gas stored underground	(19		)	(7		)	(12		)
Changes in levels of production fuel	(17		)	(21		)	4
Changes in income taxes paid/refunded	(7		)	(7		)	—
Higher collections from IPL’s retail electric and gas base rate increases	36			36			—
Lower purchased power capacity payments at WPL	15			—			15
Other (primarily due to other changes in working capital)	(5		)	(39		)	29
		($21	)		($52	)		$26

Investing Activities - The following items contributed to increased (decreased) investing activity cash flows for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 compared to the same period in ~~2018~~2019 (in millions):


	Alliant Energy			IPL			WPL			Alliant Energy		IPL		WPL
Lower utility construction and acquisition expenditures (a)											$96		$96		$—
Changes in the amount of cash receipts on sold receivables		($81	)		($81	)		$—		69		69		—
Lower (higher) utility construction and acquisition expenditures (a)	76			(61		)	137
Expenditures for new acquisitions at AEF in 2019										13		—		—
Other	(40		)	(13		)	(3		)	7		4		(4		)
		($45	)		($155	)		$134			$185		$169		($4	)


(a)	Largely due to lower ~~WPL expenditures related to the acquisition of a partial interest in the Forward Wind Energy Center in 2018 and lower~~ expenditures for ~~the West Riverside Energy Center, partially offset by higher IPL expenditures related to its~~IPL’s expansion of wind generation.



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~~Construction and Acquisition Expenditures~~ - Construction and acquisition expenditures for 2019 through 2023 are currently anticipated as follows (in millions). Cost estimates represent Alliant Energy’s, IPL’s and WPL’s portion of construction expenditures and exclude allowance for funds used during construction and capitalized interest, if applicable. Such amounts do not include IPL’s expected $110 million buyout payment in September 2020 related to the DAEC PPA. Such estimates reflect reductions to Alliant Energy’s and WPL’s capital expenditures resulting from purchase options by certain electric cooperatives for a partial ownership interest in the West Riverside Energy Center; however, such estimates do not reflect any potential proceeds if neighboring utilities exercise options for a partial ownership in the West Riverside Energy Center.

Alliant Energy IPL WPL
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
Generation:
Renewable projects
$640

$260

$110

$275

$390

$525

$135

$—

$—

$—

$115

$125

$110

$275

$390
West Riverside 80
15
—
—
—
—
—
—
—
—
80
15
—
—
—
Other 105
190
140
170
90
55
90
85
125
50
50
100
55
45
40
Distribution:
Electric systems 450
570
535
525
540
270
320
285
270
310
180
250
250
255
230
Gas systems 95
185
80
130
105
50
50
45
95
65
45
135
35
35
40
Other 150
205
180
235
245
20
30
10
10
15
15
15
10
20
15

$1,520

$1,425

$1,045

$1,335

$1,370

$920

$625

$425

$500

$440

$485

$640

$460

$630

$715

Financing Activities - The following items contributed to increased (decreased) financing activity cash flows for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 compared to the same period in ~~2018~~2019 (in millions):

Alliant Energy IPL WPL
Lower (higher) payments to retire long-term debt
$350

$100

($250 )
Net changes in the amount of commercial paper and other short-term borrowings outstanding 187
(50 ) (119 )
Higher (lower) net proceeds from issuance of long-term debt (550 ) 100
350
Lower capital contributions from IPL’s and WPL’s parent company, Alliant Energy —
(130 ) (100 )
Other (48 ) (21 ) (12 )

($61 )
($1 )
($131 )

~~State Regulatory Financing Authorizations~~ ~~- In October 2019, WPL received authorization from the PSCW to issue up to $350 million of long-term debt securities in aggregate in 2020.~~



	Alliant Energy			IPL			WPL
Higher payments to retire long-term debt		($300	)		$—			$—
Net changes in the amount of commercial paper and other short-term borrowings outstanding	(255		)	(65		)	(19		)
Higher net proceeds from issuance of long-term debt	300			—			—
Higher net proceeds from common stock issuances	174			—			—
Higher capital contributions from WPL’s parent company, Alliant Energy	—			—			25
Other (includes higher dividend payments in 2020)	(35		)	(31		)	(5		)
		($116	)		($96	)		$1

Common Stock Issuances ~~and Common Stock Dividends~~ - Refer to Note 5 for discussion of common stock issuances by Alliant Energy in ~~2019. Refer to “Results of Operations” for discussion of expected issuances of common stock and common stock dividends in~~ 2020.

~~Short- and~~ Long-term Debt - Refer to Note 66(b) for discussion of ~~amendments to the single credit facility agreement in March 2019, and IPL’s and~~ WPL’s ~~issuances~~issuance of long-term debt ~~in 2019. Refer to “Results of Operations” for discussion of expected issuances~~and AEF’s issuance and retirement of long-term debt in 2020.

Off-Balance Sheet Arrangements and Certain Financial Commitments - A summary of Alliant Energy’s and IPL’s off-balance sheet arrangements and Alliant Energy’s, IPL’s and WPL’s contractual obligations is included in the ~~2018~~2019 Form 10-K and has not changed materially from the items reported in the ~~2018Form 10-K, except for the items described in~~ ~~Note 3~~.

~~Certain Financial Commitments~~ -

~~Contractual Obligations -~~ ~~A summary of Alliant Energy’s, IPL’s and WPL’s contractual obligations is included in the~~ ~~2018Form 10-K~~ ~~and has not changed materially from the items reported in the~~ ~~2018~~2019 Form 10-K, except for the items described in Notes 63, 76 and 1413.



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~~Table of Contents~~

OTHER MATTERS

Critical Accounting Policies and Estimates - The summary of critical accounting policies and estimates included in the ~~2018~~ 2019 Form 10-K has not changed materially, except as described below.

~~Long-Lived Assets -~~

~~Regulated Operations~~ -

~~Assets Subject to Early Retirement~~Contingencies - ~~Upon completion~~Effective January 1, 2020 upon the adoption of the ~~phased installation~~new accounting standard for credit losses, certain contingencies, such as Alliant Energy Resources, LLC’s guarantees of the partnership obligations of an ~~advanced metering infrastructure program, IPL retired certain analog electric meters~~affiliate of Whiting Petroleum, require estimation each reporting period of the expected credit losses on those contingencies. These estimates require significant judgment and would result in ~~September 2019. IPL’s retail electric rate review settlement, described~~recognition of a credit loss liability sooner than the previous accounting standards, which required recognition when the contingency became probable and could be reasonably estimated based on then current available information. With respect to Alliant Energy’s guarantees of the partnership obligations of an affiliate of Whiting Petroleum, the most significant judgments in determining the credit loss liability were the estimate of the exposure under the guarantees and the methodology used for calculating the credit loss liability. As of March 31, 2020, Alliant Energy currently estimates the exposure to be the affiliate’s share of the known partnership abandonment obligations. The



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Table of Contents

methodology used to determine the credit loss liability considers both quantitative and qualitative information and is primarily a probability-weighted approach, which utilizes probability-weighted amounts in a range of possible estimated amounts. Factors considered in the methodology include Whiting Petroleum’s specific credit ratings and credit default metrics, as well as the affiliate’s share of forecasted cash flow expenditures associated with the abandonment obligations based on information made available to Alliant Energy by Whiting Petroleum. Note 21(c)~~, includes recovery~~ provides discussion of the ~~remaining net book value~~adoption of ~~these meters from IPL’s retail customers. However,~~ the ~~settlement does not allow IPL~~new accounting standard for credit losses. Note 13(c) provides further discussion of contingencies assessed at January 1, 2020 and March 31, 2020, including impacts to ~~earn a return on the remaining net book value when final rates are implemented, and as a result,~~ Alliant Energy ~~and IPL recorded a $4 million write-down of regulatory assets~~Resources, LLC’s guarantees in the ~~third quarter~~partnership obligations of ~~2019.~~an affiliate of Whiting Petroleum and to the other partners.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk are reported in the ~~2018~~2019 Form 10-K and have not changed materially.

ITEM 4. CONTROLS AND PROCEDURES

Alliant Energy’s, IPL’s and WPL’s management evaluated, with the participation of each of Alliant Energy’s, IPL’s and WPL’s Chief Executive Officer, Chief Financial Officer and Disclosure Committee, the effectiveness of the design and operation of Alliant Energy’s, IPL’s and WPL’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of ~~September 30, 2019~~March 31, 2020 pursuant to the requirements of the Securities Exchange Act of 1934, as amended. Based on their evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that Alliant Energy’s, IPL’s and WPL’s disclosure controls and procedures were effective as of the quarter ended ~~September 30, 2019.~~March 31, 2020.

There was no change in Alliant Energy’s, IPL’s and WPL’s internal control over financial reporting that occurred during the quarter ended ~~September 30, 2019~~March 31, 2020 that has materially affected, or is reasonably likely to materially affect, Alliant Energy’s, IPL’s or WPL’s internal control over financial reporting. Alliant Energy, IPL and WPL have not experienced any material impact to their internal control over financial reporting due to the COVID-19 pandemic, and continue to monitor and assess the impact COVID-19 has on their internal controls.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

The risk factors described in Item 1A in the ~~2018~~2019 Form 10-K have not changed ~~materially.~~materially, except as described below.

The recent outbreak of the novel coronavirus (COVID-19) pandemic could adversely affect our business functions, financial condition, results of operations and cash flows - The continued spread of the novel coronavirus (COVID-19) has resulted in widespread impacts on the economy and could lead to a prolonged reduction in economic activity, disruptions to supply chains and capital markets, and reduced labor availability and productivity. The COVID-19 pandemic has impacted and may continue to impact the economic conditions in our service territories, which may adversely impact our sales and our customers’ abilities to pay their bills. Travel and transportation restrictions and closures of commercial spaces and industrial facilities have been imposed in and across the U.S., including in the service territories in which we operate. Governmental and regulatory responses to COVID-19 include suspending service disconnects and waiving late fees, which may increase customer account arrears, possibly increasing our allowance for doubtful accounts and decreasing our cash flows.

Although we expect an increase in residential sales due to these closures, our commercial and industrial sales may be significantly reduced. The negative impacts on the economy could adversely impact the market value of the assets that fund our pension plans, which could necessitate accelerated funding of the plans to meet minimum federal government requirements. The negative impacts on the economy could also adversely impact the ability of counterparties to meet contractual payment obligations, including guarantees, or deliver contracted commodities and other goods or services at the contracted price, which could increase company expenses. Our access to the capital markets could be adversely affected by COVID-19, which could cause us to need alternative sources of funding for our operations and for working capital, any of which could increase our cost of capital.

Travel bans and restrictions, quarantines, shelter in place orders and shutdowns may cause disruptions in supply chains or access to labor that may adversely impact our planned construction projects, our ability to satisfy compliance requirements, or our operations, including our ability to maintain reliable electric and gas service. This may cause us to miss milestones on construction projects and experience operational delays, which, in the case of renewable energy projects, could delay our completion of such projects past the in-service dates required to qualify for the maximum general production tax credits or investment tax credits for investments in such renewable energy projects. We have already modified certain business practices consistent with government restrictions and best practices encouraged by government and regulatory authorities and are developing and implementing risk mitigation plans for critical items and services required to continue our operations. The effects of these government restrictions could adversely impact implementation of our regulatory plans and our operations. If our workforce contracts COVID-19, it could negatively impact our operations, including our ability to maintain reliable electric and gas service.



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Table of Contents

The degree to which COVID-19 may impact our business operations, financial condition and results of operations is unknown at this time and will depend on future developments, including the ultimate geographic spread of COVID-19, the severity of the disease, the duration of the outbreak, possible resurgence of the disease at a later date, and further actions that may be taken by governmental and regulatory authorities.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

A summary of Alliant Energy common stock repurchases for the quarter ended ~~September 30, 2019~~March 31, 2020 was as follows:

Total Number Average Price Total Number of Shares Maximum Number (or Approximate
of Shares Paid Per Purchased as Part of Dollar Value) of Shares That May
Period Purchased (a) Share Publicly Announced Plan Yet Be Purchased Under the Plan (a)
July 1 through July 31 1,895

$50.25
— N/A
August 1 through August 31 2,803
51.57
— N/A
September 1 through September 30 165
52.72
— N/A
4,863
51.09
—



	Total Number	Average Price		Total Number of Shares	Maximum Number (or Approximate
	of Shares	Paid Per		Purchased as Part of	Dollar Value) of Shares That May
Period	Purchased (a)	Share		Publicly Announced Plan	Yet Be Purchased Under the Plan (a)
January 1 through January 31	3,552		$55.10	—	N/A
February 1 through February 29	2,314	60.13		—	N/A
March 1 through March 31	1,175	56.91		—	N/A
	7,041	57.05		—


(a)	All shares were purchased on the open market and held in a rabbi trust under the Alliant Energy Deferred Compensation Plan. There is no limit on the number of shares of Alliant Energy common stock that may be held under the Deferred Compensation Plan, which currently does not have an expiration date.



	38

~~Table of Contents~~

ITEM 6. EXHIBITS

The following Exhibits are filed herewith or incorporated herein by reference.



Exhibit Number		Description
4.1		~~Officer’s~~Officers’ Certificate, dated as of ~~September 26, 2019,~~April 2, 2020, creating ~~IPL’s 3.50% Senior~~WPL’s 3.65% Debentures due ~~September 30, 2049~~April 1, 2050 (incorporated by reference to Exhibit 4.1 to ~~IPL’s~~WPL’s Form 8-K, filed ~~September 26, 2019~~April 2, 2020 (File No. ~~1-4117)~~0-337))
10.1		Term Loan Credit Agreement, dated as of March 3, 2020, among AEF, Alliant Energy, KeyBank National Association and the lender parties set forth therein (incorporated by reference to Exhibit 10.1 to Alliant Energy’s Form 8-K, filed March 5, 2020 (File No. 1-9894))
31.1		Certification of the Chief Executive Officer for Alliant Energy
31.2		Certification of the Chief Financial Officer for Alliant Energy
31.3		Certification of the Chief Executive Officer for IPL
31.4		Certification of the Chief Financial Officer for IPL
31.5		Certification of the Chief Executive Officer for WPL
31.6		Certification of the Chief Financial Officer for WPL
32.1		Written Statement of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.§1350 for Alliant Energy
32.2		Written Statement of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.§1350 for IPL
32.3		Written Statement of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.§1350 for WPL
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)



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Table of Contents

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 thereunto duly authorized on the ~~7th~~8th day of ~~November 2019.~~May 2020.



ALLIANT ENERGY CORPORATION
Registrant

By: /s/ Benjamin M. Bilitz	Chief Accounting Officer and Controller
Benjamin M. Bilitz	(Principal Accounting Officer and Authorized Signatory)



INTERSTATE POWER AND LIGHT COMPANY
Registrant

By: /s/ Benjamin M. Bilitz	Chief Accounting Officer and Controller
Benjamin M. Bilitz	(Principal Accounting Officer and Authorized Signatory)



WISCONSIN POWER AND LIGHT COMPANY
Registrant

By: /s/ Benjamin M. Bilitz	Chief Accounting Officer and Controller
Benjamin M. Bilitz	(Principal Accounting Officer and Authorized Signatory)



	3934



September 30, 2019	Alliant Energy	IPL	WPL
Commercial paper outstanding	$349.6	$—	$—
Commercial paper weighted average interest rates	2.3%	N/A	N/A
Available credit facility capacity	$650.4	$250.0	$300.0



	Alliant Energy		IPL		WPL
Three Months Ended September 30	2019	2018	2019	2018	2019	2018
Maximum amount outstanding (based on daily outstanding balances)	$471.7	$153.3	$—	$—	$89.7	$75.4
Average amount outstanding (based on daily outstanding balances)	$399.5	$80.8	$—	$—	$27.0	$23.1
Weighted average interest rates	2.5%	2.2%	N/A	N/A	2.3%	2.0%
Nine Months Ended September 30
Maximum amount outstanding (based on daily outstanding balances)	$600.6	$446.5	$50.4	$31.4	$195.1	$109.4
Average amount outstanding (based on daily outstanding balances)	$476.3	$207.6	$0.2	$1.7	$101.8	$26.6
Weighted average interest rates	2.6%	2.1%	2.8%	2.3%	2.5%	1.9%



	September 30, 2019
Property, plant and equipment, net		$34
Other current liabilities		$8
Finance lease obligations - Sheboygan Falls Energy Facility	54
Total finance lease liabilities		$62
Remaining lease term	6 years
Discount rate	11		%

	Three Months Ended			Nine Months Ended
	September 30, 2019			September 30, 2019
Depreciation expense		$1			$4
Interest expense	1			5
Total finance lease expense		$2			$9



	Remainder of 2019		2020		2021		2022		2023		Thereafter		Total		Less: amount representing interest		Present value of minimum lease payments
Operating Leases:
Alliant Energy		$—		$2		$2		$2		$2		$13		$21		$4		$17
IPL	—		1		1		1		1		9		13		3		10
WPL	—		1		1		1		1		4		8		1		7
WPL’s Finance Lease:
Sheboygan Falls Energy Facility	4		15		15		15		15		20		84		22		62



	Alliant Energy		IPL		WPL
Purchased power (a)		$145		$144		$1
Natural gas	892		460		432
Coal (b)	117		76		41
Other (c)	76		43		24
		$1,230		$723		$498



	Alliant Energy			IPL			WPL
Lower (higher) payments to retire long-term debt		$350			$100			($250	)
Net changes in the amount of commercial paper and other short-term borrowings outstanding	187			(50		)	(119		)
Higher (lower) net proceeds from issuance of long-term debt	(550		)	100			350
Lower capital contributions from IPL’s and WPL’s parent company, Alliant Energy	—			(130		)	(100		)
Other	(48		)	(21		)	(12		)
		($61	)		($1	)		($131	)