Wisconsin Power & Light 10-Q 2011 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period endedJune 30, 2011

or

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

For the transition period from            to            

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

This combined Form 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 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.

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).    Yes  x    No  ¨

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

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

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

Number of shares outstanding of each class of common stock as of June 30, 2011:

Alliant Energy Corporation	Common stock, $0.01 par value, 110,979,511 shares outstanding
Interstate Power and Light Company	Common stock, $2.50 par value, 13,370,788 shares outstanding (all of which are owned beneficially and of record by Alliant Energy Corporation)
Wisconsin Power and Light Company	Common stock, $5 par value, 13,236,601 shares outstanding (all of which are owned beneficially and of record by Alliant Energy Corporation)

TABLE OF CONTENTS

		Page
	Forward-looking Statements		1
Part I.	Financial Information		3
Item 1.	Condensed Consolidated Financial Statements (Unaudited)		3
	Alliant Energy Corporation:
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2011 and 2010		3
	Condensed Consolidated Balance Sheets as of June 30, 2011 and Dec. 31, 2010		4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010		6
	Interstate Power and Light Company:
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2011 and 2010		7
	Condensed Consolidated Balance Sheets as of June 30, 2011 and Dec. 31, 2010		8
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010		10
	Wisconsin Power and Light Company:
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2011 and 2010		11
	Condensed Consolidated Balance Sheets as of June 30, 2011 and Dec. 31, 2010		12
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010		14
	Combined Notes to Condensed Consolidated Financial Statements		15
	1. Summary of Significant Accounting Policies		15
	2. Utility Rate Cases		18
	3. Receivables		19
	4. Income Taxes		20
	5. Benefit Plans		22
	6. Common Equity and Preferred Stock		27
	7. Short-term Debt		28
	8. Investments		28
	9. Fair Value Measurements		29
	10. Derivative Instruments		33
	11. Commitments and Contingencies		35
	12. Segments of Business		39
	13. Goodwill and Other Intangible Assets		40
	14. Discontinued Operations		41
	15. Asset Retirement Obligations		42
	16. Variable Interest Entities		42
	17. Related Parties		42
	18. Earnings Per Share		43

		Page
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		43
	Executive Summary		44
	Strategic Overview		47
	Rate Matters		48
	Environmental Matters		51
	Legislative Matters		52
	Alliant Energy’s Results of Operations		53
	IPL’s Results of Operations		59
	WPL’s Results of Operations		63
	Liquidity and Capital Resources		66
	Other Matters		69
	Market Risk Sensitive Instruments and Positions		69
	Critical Accounting Policies and Estimates		69
	Other Future Considerations		71
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		72
Item 4.	Controls and Procedures		72
Part II.	Other Information		72
Item 1.	Legal Proceedings		72
Item 1A.	Risk Factors		73
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		73
Item 6.	Exhibits		74
	Signatures		74

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 “expect,” “anticipate,” “plan” or other words of similar import. Similarly, statements that describe future financial performance or plans or strategies are forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. Some, but not all, of the risks and uncertainties of Alliant Energy Corporation (Alliant Energy), Interstate Power and Light Company (IPL) and Wisconsin Power and Light Company (WPL) that could materially affect actual results include:

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

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

• the ability to continue cost controls and operational efficiencies;

• the impact of IPL’s retail electric base rate freeze in Iowa through 2013;

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

• developments that adversely impact their ability to implement their strategic plans, including unanticipated issues with Alliant Energy Resources, LLC’s (Resources’) construction of and selling price of the electricity output from its new 100 megawatt (MW) wind generating project, new emission control equipment for various coal-fired generating facilities of IPL and WPL, WPL’s potential purchase of the Riverside Energy Center (Riverside) or a similar facility, IPL’s potential construction of a new natural gas-fired electric generating facility in Iowa, and the potential decommissioning of certain generating facilities of IPL and WPL;

• weather effects on results of utility operations;

• successful resolution of the pending challenge by interveners of the approval by the Public Service Commission of Wisconsin (PSCW) of WPL’s Bent Tree - Phase I wind project;

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

• the impact that fuel and fuel-related prices may have on IPL’s and WPL’s customers’ demand for utility services;

• IPL’s potential rate refunds to customers resulting from final rates set by the Minnesota Public Utilities Commission (MPUC) that are less than the interim rate increases IPL is currently collecting from its Minnesota retail customers;

• the ability to defend against environmental claims brought by state and federal agencies, such as the United States of America (U.S.) Environmental Protection Agency (EPA), or third parties, such as the Sierra Club;

• issues associated with environmental remediation efforts and with environmental compliance generally, including changing environmental laws and regulations;

• potential impacts of changing regulations on the ability to utilize already-purchased emission allowances and forward contracts to purchase additional emission allowances;

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

• potential impacts of any future laws or regulations regarding global climate change or carbon emissions reductions, including those that contain proposed regulations (including cap-and-trade) of greenhouse gas (GHG) emissions;

• continued access to the capital markets on competitive terms and rates;

1

• inflation and interest rates, which may be negatively impacted by downgrades of the credit rating of the U.S. government;

• financial impacts of risk hedging strategies, including the impact of weather hedges or the absence of weather hedges on earnings;

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

• sales and project execution for RMT, Inc. (RMT), the level of growth in the wind and solar development market and the impact of the American Recovery and Reinvestment Act of 2009 and the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010, and future legislation;

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

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

• Alliant Energy’s ability to successfully pursue appropriate appeals with respect to, and any liabilities arising out of, the alleged violation of the Employee Retirement Income Security Act of 1974 by Alliant Energy’s Cash Balance Pension Plan;

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

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

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

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

• access to technological developments;

• any material post-closing adjustments related to any past asset divestitures;

• increased retirement and benefit plan costs;

• the impact of necessary accruals for the terms of incentive compensation plans;

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

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

• the ability to successfully complete tax audits and appeals with no material impact on earnings and cash flows;

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

• factors listed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Item 1A Risk Factors in the combined Annual Report on Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2010 (2010 Form 10-K).

Alliant Energy, IPL and WPL assume no obligation, and disclaim any duty, to update the forward-looking statements in this report.

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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 Six Months
	Ended June 30,						Ended June 30,
	2011			2010			2011			2010
	(dollars in millions, except per share amounts)
Operating revenues:
Utility:
Electric	$	620.5		$	627.3		$	1,240.8		$	1,232.2
Gas		67.1			59.5			296.1			284.4
Other		13.3			15.4			30.0			33.0
Non-regulated		118.6			39.4			197.6			82.2
Total operating revenues		819.5			741.6			1,764.5			1,631.8
Operating expenses:
Utility:
Electric production fuel and energy purchases		180.7			193.2			374.7			403.6
Purchased electric capacity		67.2			72.5			125.0			135.8
Electric transmission service		80.1			71.1			153.7			133.4
Cost of gas sold		34.8			28.7			191.2			185.1
Other operation and maintenance		168.9			152.2			329.5			302.7
Non-regulated operation and maintenance		108.0			33.1			177.9			71.3
Depreciation and amortization		82.2			65.1			161.0			139.5
Taxes other than income taxes		25.6			25.0			51.7			50.7
Total operating expenses		747.5			640.9			1,564.7			1,422.1
Operating income		72.0			100.7			199.8			209.7
Interest expense and other:
Interest expense		40.4			39.6			81.0			80.3
Equity income from unconsolidated investments, net		(9.6	)		(9.6	)		(19.5	)		(19.4	)
Allowance for funds used during construction		(2.7	)		(5.5	)		(5.8	)		(9.4	)
Interest income and other		(0.8	)		0.5			(1.6	)		(0.3	)
Total interest expense and other		27.3			25.0			54.1			51.2
Income from continuing operations before income taxes		44.7			75.7			145.7			158.5
Income tax expense (benefit)		(10.6	)		23.0			12.0			57.7
Income from continuing operations, net of tax		55.3			52.7			133.7			100.8
Income (loss) from discontinued operations, net of tax		—			(0.2	)		1.3			(0.2	)
Net income		55.3			52.5			135.0			100.6
Preferred dividend requirements of subsidiaries		4.2			4.7			10.4			9.4
Net income attributable to Alliant Energy common shareowners	$	51.1		$	47.8		$	124.6		$	91.2
Weighted average number of common shares outstanding (basic) (000s)		110,624			110,409			110,596			110,389
Earnings per weighted average common share attributable to Alliant Energy common shareowners (basic):
Income from continuing operations, net of tax	$	0.46		$	0.43		$	1.12		$	0.83
Income from discontinued operations, net of tax		—			—			0.01			—
Net income	$	0.46		$	0.43		$	1.13		$	0.83
Weighted average number of common shares outstanding (diluted) (000s)		110,677			110,490			110,654			110,471
Earnings per weighted average common share attributable to Alliant Energy common shareowners (diluted):
Income from continuing operations, net of tax	$	0.46		$	0.43		$	1.12		$	0.83
Income from discontinued operations, net of tax		—			—			0.01			—
Net income	$	0.46		$	0.43		$	1.13		$	0.83
Amounts attributable to Alliant Energy common shareowners:
Income from continuing operations, net of tax	$	51.1		$	48.0		$	123.3		$	91.4
Income (loss) from discontinued operations, net of tax		—			(0.2	)		1.3			(0.2	)
Net income attributable to Alliant Energy common shareowners	$	51.1		$	47.8		$	124.6		$	91.2
Dividends declared per common share	$	0.425		$	0.395		$	0.85		$	0.79

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

3

ALLIANT ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

ASSETS	June  30, 2011			December 31, 2010
	(in millions)
Property, plant and equipment:
Utility:
Electric plant in service	$	8,025.8		$	7,676.8
Gas plant in service		835.6			830.1
Other plant in service		509.3			499.2
Accumulated depreciation		(3,117.2	)		(2,982.2	)
Net plant		6,253.5			6,023.9
Construction work in progress:
Bent Tree - Phase I wind project (Wisconsin Power and Light Company)		—			154.5
Other		185.9			155.5
Other, less accumulated depreciation		35.1			126.0
Total utility		6,474.5			6,459.9
Non-regulated and other:
Non-regulated Generation, less accumulated depreciation		236.5			119.0
Alliant Energy Corporate Services, Inc. and other, less accumulated depreciation		155.4			151.7
Total non-regulated and other		391.9			270.7
Total property, plant and equipment		6,866.4			6,730.6
Current assets:
Cash and cash equivalents		77.1			159.3
Accounts receivable:
Customer, less allowance for doubtful accounts		127.8			120.5
Unbilled utility revenues		72.1			82.3
Other, less allowance for doubtful accounts		121.6			213.1
Production fuel, at weighted average cost		99.7			122.8
Materials and supplies, at weighted average cost		61.5			61.6
Gas stored underground, at weighted average cost		24.1			48.6
Regulatory assets		79.5			109.0
Derivative assets		28.7			19.1
Prepayments and other		185.7			156.4
Total current assets		877.8			1,092.7
Investments:
Investment in American Transmission Company LLC		233.9			227.9
Other		62.2			61.3
Total investments		296.1			289.2
Other assets:
Regulatory assets		1,139.0			1,032.7
Deferred charges and other		121.9			137.7
Total other assets		1,260.9			1,170.4
Total assets	$	9,301.2		$	9,282.9

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

4

ALLIANT ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

CAPITALIZATION AND LIABILITIES	June  30, 2011			December 31, 2010
	(in millions, except per share and share amounts)
Capitalization:
Alliant Energy Corporation common equity:
Common stock - $0.01 par value - 240,000,000 shares authorized; 110,979,511 and 110,893,901 shares outstanding	$	1.1		$	1.1
Additional paid-in capital		1,509.7			1,506.8
Retained earnings		1,425.1			1,394.7
Accumulated other comprehensive loss		(0.6	)		(1.4	)
Shares in deferred compensation trust - 258,405 and 246,301 shares at a weighted average cost of $31.21 and $30.75 per share		(8.1	)		(7.6	)
Total Alliant Energy Corporation common equity		2,927.2			2,893.6
Cumulative preferred stock of Interstate Power and Light Company		145.1			183.8
Noncontrolling interest		2.0			2.0
Total equity		3,074.3			3,079.4
Cumulative preferred stock of Wisconsin Power and Light Company		60.0			60.0
Long-term debt, net (excluding current portion)		2,703.5			2,703.4
Total capitalization		5,837.8			5,842.8
Current liabilities:
Current maturities of long-term debt		1.4			1.3
Commercial paper		—			47.4
Accounts payable		305.8			336.3
Regulatory liabilities		168.8			173.7
Accrued taxes		45.8			45.3
Accrued interest		46.6			46.7
Derivative liabilities		30.3			55.3
Other		161.4			160.7
Total current liabilities		760.1			866.7
Other long-term liabilities and deferred credits:
Deferred income taxes		1,477.9			1,434.3
Regulatory liabilities		771.3			626.4
Pension and other benefit obligations		241.8			303.8
Other		212.3			208.9
Total long-term liabilities and deferred credits		2,703.3			2,573.4
Total capitalization and liabilities	$	9,301.2		$	9,282.9

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

5

ALLIANT ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended June 30,
	2011			2010
	(in millions)
Cash flows from operating activities:
Net income	$	135.0		$	100.6
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		161.0			140.4
Other amortizations		28.3			23.1
Deferred tax expense (benefit) and investment tax credits		(25.5	)		48.1
Equity income from unconsolidated investments, net		(19.5	)		(19.4	)
Distributions from equity method investments		15.9			16.2
Other		16.7			(0.1	)
Other changes in assets and liabilities:
Accounts receivable		27.8			64.6
Sales of accounts receivable		55.0			120.0
Regulatory assets		(110.3	)		(56.6	)
Regulatory liabilities		165.9			(20.2	)
Deferred income taxes		70.8			9.5
Pension and other benefit obligations		(62.0	)		36.7
Other		7.7			16.3
Net cash flows from operating activities		466.8			479.2
Cash flows used for investing activities:
Construction and acquisition expenditures:
Utility business		(338.1	)		(384.8	)
Alliant Energy Corporate Services, Inc. and non-regulated businesses		(20.6	)		(11.2	)
Other		17.6			0.4
Net cash flows used for investing activities		(341.1	)		(395.6	)
Cash flows used for financing activities:
Common stock dividends		(94.2	)		(87.2	)
Preferred dividends paid by subsidiaries		(8.9	)		(9.4	)
Payments to redeem cumulative preferred stock of IPL		(40.0	)		—
Proceeds from issuance of long-term debt		0.4			300.0
Payments to retire long-term debt		(0.6	)		(100.8	)
Net change in short-term borrowings		(47.4	)		(190.0	)
Other		(17.2	)		(0.4	)
Net cash flows used for financing activities		(207.9	)		(87.8	)
Net decrease in cash and cash equivalents		(82.2	)		(4.2	)
Cash and cash equivalents at beginning of period		159.3			175.3
Cash and cash equivalents at end of period	$	77.1		$	171.1
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest, net of capitalized interest	$	80.2		$	82.5
Income taxes, net of refunds	($	3.0	)	($	6.7	)
Significant noncash investing and financing activities:
Accrued capital expenditures	$	43.3		$	47.0

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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INTERSTATE POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2011			2010			2011			2010
	(in millions)
Operating revenues:
Electric utility	$	323.9		$	344.8		$	654.1		$	654.4
Gas utility		38.7			31.1			170.6			159.8
Steam and other		11.5			13.4			26.9			29.6
Total operating revenues		374.1			389.3			851.6			843.8
Operating expenses:
Electric production fuel and energy purchases		87.4			101.3			184.2			201.8
Purchased electric capacity		34.6			33.8			73.9			72.4
Electric transmission service		54.0			45.9			101.9			83.5
Cost of gas sold		20.9			14.6			113.5			105.8
Other operation and maintenance		100.5			91.9			197.2			184.2
Depreciation and amortization		45.0			43.6			88.9			86.6
Taxes other than income taxes		13.2			13.0			26.4			26.0
Total operating expenses		355.6			344.1			786.0			760.3
Operating income		18.5			45.2			65.6			83.5
Interest expense and other:
Interest expense		19.8			20.3			39.7			40.6
Allowance for funds used during construction		(1.6	)		(2.4	)		(3.0	)		(3.7	)
Interest income and other		—			0.3			(0.2	)		—
Total interest expense and other		18.2			18.2			36.5			36.9
Income before income taxes		0.3			27.0			29.1			46.6
Income tax expense (benefit)		(0.7	)		5.8			1.0			15.7
Net income		1.0			21.2			28.1			30.9
Preferred dividend requirements		3.3			3.8			8.7			7.7
Earnings available (loss) for common stock	($	2.3	)	$	17.4		$	19.4		$	23.2

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.

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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INTERSTATE POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,			December 31,
ASSETS	2011			2010
	(in millions)
Property, plant and equipment:
Electric plant in service	$	4,593.8		$	4,562.2
Gas plant in service		420.3			418.7
Steam plant in service		34.9			34.9
Other plant in service		250.3			245.3
Accumulated depreciation		(1,790.6	)		(1,738.4	)
Net plant		3,508.7			3,522.7
Construction work in progress		87.2			74.5
Other, less accumulated depreciation		20.0			106.0
Total property, plant and equipment		3,615.9			3,703.2
Current assets:
Cash and cash equivalents		21.0			5.7
Accounts receivable, less allowance for doubtful accounts		83.6			174.1
Income tax refunds receivable		18.0			19.1
Production fuel, at weighted average cost		66.9			80.1
Materials and supplies, at weighted average cost		34.2			33.5
Gas stored underground, at weighted average cost		11.7			21.8
Regulatory assets		45.9			59.0
Derivative assets		20.1			12.6
Prepayments and other		22.4			22.3
Total current assets		323.8			428.2
Investments		16.8			16.4
Other assets:
Regulatory assets		880.4			740.6
Deferred charges and other		49.6			49.2
Total other assets		930.0			789.8
Total assets	$	4,886.5		$	4,937.6

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

8

INTERSTATE POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	June 30,		December 31,
CAPITALIZATION AND LIABILITIES	2011		2010
	(in millions, except per share and share amounts)
Capitalization:
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
Additional paid-in capital		903.4		974.0
Retained earnings		358.1		382.4
Total Interstate Power and Light Company common equity		1,294.9		1,389.8
Cumulative preferred stock		145.1		183.8
Total equity		1,440.0		1,573.6
Long-term debt, net		1,308.8		1,308.6
Total capitalization		2,748.8		2,882.2
Current liabilities:
Accounts payable		119.8		146.0
Accounts payable to associated companies		51.2		37.1
Regulatory liabilities		145.0		155.8
Accrued taxes		57.4		62.4
Accrued interest		22.8		22.8
Derivative liabilities		10.9		23.0
Other		28.1		35.4
Total current liabilities		435.2		482.5
Other long-term liabilities and deferred credits:
Deferred income taxes		873.8		849.0
Regulatory liabilities		610.3		472.1
Pension and other benefit obligations		74.9		110.2
Other		143.5		141.6
Total other long-term liabilities and deferred credits		1,702.5		1,572.9
Total capitalization and liabilities	$	4,886.5	$	4,937.6

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

9

INTERSTATE POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended June 30,
	2011			2010
	(in millions)
Cash flows from operating activities:
Net income	$	28.1		$	30.9
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		88.9			86.6
Deferred tax expense (benefit) and investment tax credits		(41.4	)		25.4
Other		15.4			6.8
Other changes in assets and liabilities:
Accounts receivable		35.1			39.8
Sales of accounts receivable		55.0			120.0
Regulatory assets		(133.3	)		(37.7	)
Regulatory liabilities		158.0			(8.1	)
Deferred income taxes		65.8			7.6
Pension and other benefit obligations		(35.3	)		14.7
Other		8.6			(0.5	)
Net cash flows from operating activities		244.9			285.5
Cash flows used for investing activities:
Utility construction and acquisition expenditures		(163.5	)		(183.0	)
Proceeds from sale of wind project assets to affiliate		115.3			—
Other		(11.7	)		(18.0	)
Net cash flows used for investing activities		(59.9	)		(201.0	)
Cash flows used for financing activities:
Common stock dividends		(43.7	)		—
Preferred stock dividends		(7.2	)		(7.7	)
Capital contributions from parent		—			50.0
Repayment of capital to parent		(71.0	)		(58.7	)
Payments to redeem cumulative preferred stock		(40.0	)		—
Proceeds from issuance of long-term debt		—			150.0
Net change in short-term borrowings		—			(190.0	)
Other		(7.8	)		—
Net cash flows used for financing activities		(169.7	)		(56.4	)
Net increase in cash and cash equivalents		15.3			28.1
Cash and cash equivalents at beginning of period		5.7			0.4
Cash and cash equivalents at end of period	$	21.0		$	28.5
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest	$	39.0		$	39.9
Income taxes, net of refunds	$	15.5		($	22.4	)
Significant noncash investing and financing activities:
Accrued capital expenditures	$	19.1		$	24.6

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

10

WISCONSIN POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2011			2010			2011			2010
	(in millions)
Operating revenues:
Electric utility	$	296.6		$	282.5		$	586.7		$	577.8
Gas utility		28.4			28.4			125.5			124.6
Other		1.8			2.0			3.1			3.4
Total operating revenues		326.8			312.9			715.3			705.8
Operating expenses:
Electric production fuel and energy purchases		93.3			91.9			190.5			201.8
Purchased electric capacity		32.6			38.7			51.1			63.4
Electric transmission service		26.1			25.2			51.8			49.9
Cost of gas sold		13.9			14.1			77.7			79.3
Other operation and maintenance		68.4			60.3			132.3			118.5
Depreciation and amortization		36.1			19.9			69.5			49.8
Taxes other than income taxes		10.9			10.5			22.1			21.1
Total operating expenses		281.3			260.6			595.0			583.8
Operating income		45.5			52.3			120.3			122.0
Interest expense and other:
Interest expense		20.0			18.7			40.1			38.5
Equity income from unconsolidated investments		(9.7	)		(9.6	)		(19.1	)		(19.1	)
Allowance for funds used during construction		(1.1	)		(3.1	)		(2.8	)		(5.7	)
Interest income and other		—			(0.1	)		—			(0.1	)
Total interest expense and other		9.2			5.9			18.2			13.6
Income before income taxes		36.3			46.4			102.1			108.4
Income taxes		11.3			16.2			32.7			41.2
Net income		25.0			30.2			69.4			67.2
Preferred dividend requirements		0.9			0.9			1.7			1.7
Earnings available for common stock	$	24.1		$	29.3		$	67.7		$	65.5

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.

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

11

WISCONSIN POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,			December 31,
ASSETS	2011			2010
	(in millions)
Property, plant and equipment:
Electric plant in service	$	3,432.0		$	3,114.6
Gas plant in service		415.3			411.4
Other plant in service		224.1			219.0
Accumulated depreciation		(1,326.6	)		(1,243.8	)
Net plant		2,744.8			2,501.2
Leased Sheboygan Falls Energy Facility, less accumulated amortization		86.3			89.4
Construction work in progress:
Bent Tree - Phase I wind project		—			154.5
Other		98.7			81.0
Other, less accumulated depreciation		15.1			20.0
Total property, plant and equipment		2,944.9			2,846.1
Current assets:
Cash and cash equivalents		13.2			0.1
Accounts receivable:
Customer, less allowance for doubtful accounts		74.2			84.2
Unbilled utility revenues		72.1			82.3
Other, less allowance for doubtful accounts		35.8			38.1
Income tax refunds receivable		6.9			40.6
Production fuel, at weighted average cost		32.8			42.7
Materials and supplies, at weighted average cost		26.3			25.7
Gas stored underground, at weighted average cost		12.4			26.8
Regulatory assets		33.6			50.0
Prepaid gross receipts tax		38.4			38.6
Derivative assets		6.5			6.5
Prepayments and other		15.0			9.4
Total current assets		367.2			445.0
Investments:
Investment in American Transmission Company LLC		233.9			227.9
Other		20.2			20.8
Total investments		254.1			248.7
Other assets:
Regulatory assets		258.6			292.1
Deferred charges and other		49.6			57.7
Total other assets		308.2			349.8
Total assets	$	3,874.4		$	3,889.6

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

12

WISCONSIN POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	June 30,		December 31,
CAPITALIZATION AND LIABILITIES	2011		2010
	(in millions, except per share and share amounts)
Capitalization:
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
Additional paid-in capital		869.0		844.0
Retained earnings		471.3		459.1
Total Wisconsin Power and Light Company common equity		1,406.5		1,369.3
Cumulative preferred stock		60.0		60.0
Long-term debt, net		1,082.0		1,081.7
Total capitalization		2,548.5		2,511.0
Current liabilities:
Commercial paper		—		47.4
Accounts payable		100.0		118.5
Accounts payable to associated companies		19.3		16.0
Regulatory liabilities		23.8		17.9
Accrued interest		21.6		21.6
Derivative liabilities		19.4		32.3
Other		33.2		38.9
Total current liabilities		217.3		292.6
Other long-term liabilities and deferred credits:
Deferred income taxes		606.3		570.4
Regulatory liabilities		161.0		154.3
Capital lease obligations - Sheboygan Falls Energy Facility		105.2		107.0
Pension and other benefit obligations		103.7		119.2
Other		132.4		135.1
Total long-term liabilities and deferred credits		1,108.6		1,086.0
Total capitalization and liabilities	$	3,874.4	$	3,889.6

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

13

WISCONSIN POWER AND LIGHT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended June 30,
	2011			2010
	(in millions)
Cash flows from operating activities:
Net income	$	69.4		$	67.2
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		69.5			49.8
Other amortizations		21.2			19.7
Deferred tax expense and investment tax credits		34.3			24.1
Equity income from unconsolidated investments		(19.1	)		(19.1	)
Distributions from equity method investments		15.9			16.2
Other		8.1			(3.7	)
Other changes in assets and liabilities:
Accounts receivable		19.9			19.8
Income tax refunds receivable		33.7			(6.2	)
Regulatory assets		23.0			(18.9	)
Pension and other benefit obligations		(15.5	)		11.6
Other		10.1			6.2
Net cash flows from operating activities		270.5			166.7
Cash flows used for investing activities:
Utility construction and acquisition expenditures		(174.6	)		(201.8	)
Other		3.3			2.5
Net cash flows used for investing activities		(171.3	)		(199.3	)
Cash flows from (used for) financing activities:
Common stock dividends		(55.5	)		(56.0	)
Preferred stock dividends		(1.7	)		(1.7	)
Capital contributions from parent		25.0			50.0
Proceeds from issuance of long-term debt		—			150.0
Payments to retire long-term debt		—			(100.0	)
Net change in short-term borrowings		(47.4	)		—
Other		(6.5	)		(0.5	)
Net cash flows from (used for) financing activities		(86.1	)		41.8
Net increase in cash and cash equivalents		13.1			9.2
Cash and cash equivalents at beginning of period		0.1			18.5
Cash and cash equivalents at end of period	$	13.2		$	27.7
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest	$	40.0		$	41.1
Income taxes, net of refunds	($	35.8	)	$	21.7
Significant noncash investing and financing activities:
Accrued capital expenditures	$	16.9		$	21.7

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

14

ALLIANT ENERGY CORPORATION

INTERSTATE POWER AND LIGHT COMPANY

WISCONSIN POWER AND LIGHT COMPANY

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General -The interim condensed consolidated financial statements included herein have been prepared by Alliant Energy, IPL and WPL, without audit, 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 accounting principles generally accepted in the U.S. (GAAP) have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. Alliant Energy’s condensed consolidated financial statements include the accounts of Alliant Energy and its consolidated subsidiaries (including IPL, WPL, Resources and Alliant Energy Corporate Services, Inc. (Corporate Services)). IPL’s condensed consolidated financial statements include the accounts of IPL and its consolidated subsidiary. WPL’s condensed consolidated financial statements include the accounts of WPL and its consolidated subsidiary. These financial statements should be read in conjunction with the financial statements and the notes thereto included in Alliant Energy’s, IPL’s and WPL’s 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 condensed consolidated results of operations for the three and six months ended June 30, 2011 and 2010, the condensed consolidated financial position at June 30, 2011 and Dec. 31, 2010, and the condensed consolidated statements of cash flows for the six months ended June 30, 2011 and 2010 have been made. Results for the six months ended June 30, 2011 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2011. A change in management’s estimates or assumptions could have a material impact on Alliant Energy’s, IPL’s and WPL’s respective financial condition and results of operations during the period in which such change occurred. Certain prior period amounts have been reclassified on a basis consistent with the current period financial statement presentation. Unless otherwise noted, the notes herein have been revised to exclude discontinued operations for all periods presented.

(b) Regulatory Assets and Regulatory Liabilities -

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

	Alliant Energy				IPL				WPL
	June 30,		Dec. 31,		June 30,		Dec. 31,		June 30,		Dec. 31,
	2011		2010		2011		2010		2011		2010
Tax-related	$	580.5	$	395.9	$	561.3	$	377.2	$	19.2	$	18.7
Pension and other postretirement benefits costs		354.9		418.9		176.6		217.4		178.3		201.5
Asset retirement obligations		54.4		49.6		36.2		33.2		18.2		16.4
Environmental-related costs		40.0		38.4		33.1		32.1		6.9		6.3
Derivatives		38.4		66.8		11.5		24.0		26.9		42.8
IPL’s electric transmission service costs		29.1		33.3		29.1		33.3		—		—
Proposed base-load projects costs		25.1		27.3		17.8		18.9		7.3		8.4
Debt redemption costs		22.7		23.7		15.8		16.5		6.9		7.2
Other		73.4		87.8		44.9		47.0		28.5		40.8
	$	1,218.5	$	1,141.7	$	926.3	$	799.6	$	292.2	$	342.1

15

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

	Alliant Energy				IPL				WPL
	June 30,		Dec. 31,		June 30,		Dec. 31,		June 30,		Dec. 31,
	2011		2010		2011		2010		2011		2010
Cost of removal obligations	$	401.9	$	395.4	$	258.8	$	257.6	$	143.1	$	137.8
IPL’s customer cost management plan		341.3		193.5		341.3		193.5		—		—
IPL’s electric transmission assets sale		59.9		71.8		59.9		71.8		—		—
Emission allowances		28.3		34.4		28.3		33.9		—		0.5
Commodity cost recovery		23.1		12.7		20.0		7.5		3.1		5.2
Energy conservation cost recovery		20.4		8.6		2.5		1.7		17.9		6.9
IPL’s Duane Arnold Energy Center (DAEC) sale		17.1		42.3		17.1		42.3		—		—
Tax-related (excl. customer cost management plan)		15.0		16.8		3.8		4.6		11.2		12.2
Other		33.1		24.6		23.6		15.0		9.5		9.6
	$	940.1	$	800.1	$	755.3	$	627.9	$	184.8	$	172.2

Tax-related and IPL’s customer cost management plan -Alliant Energy’s and IPL’s “Tax-related” regulatory assets and “IPL’s customer cost management plan” regulatory liabilities in the above tables increased significantly in the first half of 2011 due to the impacts of a tax accounting method change for mixed service costs. Refer to Note 4 for additional details of the mixed service costs tax accounting method change.

Pension and other postretirement benefits costs -In May 2011, Alliant Energy, IPL and WPL amended their defined benefit postretirement health care plans, which required a remeasurement of these plans. The remeasurement caused changes in previously unrecognized net actuarial losses and prior service credits for the plans that decreased “Regulatory assets” on Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Balance Sheets by $53 million, $35 million and $18 million, respectively, in the second quarter of 2011. Refer to Note 5(a) for additional details of the plan amendment and remeasurement.

Derivatives -In accordance with IPL’s and WPL’s fuel and natural gas recovery mechanisms, prudently incurred costs from derivative instruments are recovered from customers in the future after any losses are realized and gains from derivative instruments are refunded to customers in the future after any gains are realized. Based on these recovery mechanisms, the changes in the fair value of derivative liabilities/assets resulted in comparable changes to regulatory assets/liabilities on Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Balance Sheets during the first half of 2011. Refer to Note 10 for additional details of Alliant Energy’s, IPL’s and WPL’s derivative assets and liabilities.

Proposed base-load projects costs - The MPUC’s June 2011 oral decision related to IPL’s 2009 test year Minnesota retail electric rate case authorized IPL to recover $2 million of previously incurred plant cancellation costs for its proposed base-load project referred to as Sutherland #4. As a result, Alliant Energy and IPL recorded a $2 million increase to “Regulatory assets” on their Condensed Consolidated Balance Sheets and a $2 million credit to “Utility - other operation and maintenance” on their Condensed Consolidated Statements of Income in the second quarter of 2011.

IPL’s Whispering Willow - East wind project - In accordance with the Iowa Utilities Board’s (IUB’s) January 2011 order related to IPL’s 2009 test year Iowa retail electric rate case, Alliant Energy and IPL utilized $23 million of “IPL’s DAEC sale” regulatory liability and $3 million of “IPL’s electric transmission assets sale” regulatory liability in the first half of 2011 to offset IPL’s Whispering Willow - East wind project plant in service balance. As a result, Alliant Energy and IPL recorded reductions of $26 million in both “Electric plant in service” and “Regulatory liabilities” on their Condensed Consolidated Balance Sheets in the first half of 2011.

IPL’s electric transmission assets sale -Based on the MPUC’s June 2011 oral decision related to IPL’s 2009 test year Minnesota retail electric rate case, IPL currently expects to refund a higher amount of the gain realized from the sale of its electric transmission assets in 2007 to its Minnesota retail electric customers than previously estimated. As a result, Alliant Energy and IPL recorded a $5 million increase to “Regulatory liabilities” on their Condensed Consolidated Balance Sheets and a $5 million charge to “Utility - other operation and maintenance” on their Condensed Consolidated Statements of Income in the second quarter of 2011 based on an estimate of the additional amount that is probable of being refunded. This amount is subject to change pending the MPUC’s final order for the rate case, which is expected to be issued in the third quarter of 2011, and any subsequent proceeding if IPL disputes the MPUC’s decision.

16

Emission allowances -Refer to Note 13 for discussion of potential reductions to regulatory liabilities related to emission allowances in the third quarter of 2011 resulting from the EPA’s issuance of the Cross-State Air Pollution Rule (CSAPR) in July 2011.

Energy conservation cost recovery -WPL collects revenues from its customers to offset certain expenditures incurred by WPL as part of participating in conservation programs, including state mandated programs and WPL’s Shared Savings program. Differences between forecasted costs used to set rates and actual costs for these programs are deferred as a regulatory asset or regulatory liability. In the first half of 2011, WPL’s forecasted costs used to set current rates exceeded actual costs for these programs, resulting in an $11 million increase to Alliant Energy’s and WPL’s “Energy conservation cost recovery” regulatory liability.

Other -Based on an assessment completed in the second quarter of 2011, Alliant Energy, IPL and WPL recognized impairment charges of $6 million, $1 million and $5 million, respectively, for regulatory assets that are no longer probable of future recovery. The regulatory asset impairment charges were recorded by Alliant Energy, IPL and WPL as reductions in “Regulatory assets” on their Condensed Consolidated Balance Sheets and charges to “Utility - other operation and maintenance” on their Condensed Consolidated Statements of Income in the second quarter of 2011.

(c) Utility Property, Plant and Equipment -

Franklin County Wind Project -In 2008, Alliant Energy entered into a master supply agreement with Vestas-American Wind Technology, Inc. (Vestas) to purchase 500 MW of wind turbine generator sets and related equipment. Alliant Energy utilized 400 MW of these wind turbine generator sets and related equipment to construct IPL’s Whispering Willow - East and WPL’s Bent Tree - Phase I wind projects. In the second quarter of 2011, Alliant Energy decided to utilize the remaining 100 MW of wind turbine generator sets and related equipment at Resources to build a non-regulated 100 MW wind project in Iowa, referred to as the Franklin County wind project. In the second quarter of 2011, IPL sold Resources assets for this wind project for $115 million, which represented IPL’s book value for progress payments to-date for the 100 MW of wind turbine generator sets and related equipment and land rights in Franklin County, Iowa. In addition, Resources assumed the remaining progress payments to Vestas for the 100 MW of wind turbine generator sets and related equipment. The sale of these wind project assets by IPL to Resources resulted in a decrease in “Utility - other property, plant and equipment” on Alliant Energy’s and IPL’s Condensed Consolidated Balance Sheets and an increase in “Non-regulated and other - Non-regulated Generation property, plant and equipment” on Alliant Energy’s Condensed Consolidated Balance Sheet in the first half of 2011. The proceeds received by IPL were recorded in investing activities in IPL’s Condensed Consolidated Statement of Cash Flows in the first half of 2011. IPL utilized the proceeds to reduce outstanding commercial paper and sales of accounts receivable, to invest in various short-term assets, and for general working capital purposes.

WPL’s Bent Tree - Phase I Wind Project -In 2009, WPL received approval from the MPUC and PSCW to construct the Bent Tree - Phase I wind project, which began generating electricity in late 2010. WPL incurred capitalized expenditures of $433 million and recognized $14 million of allowance for funds used during construction (AFUDC) for the wind project. In 2010, WPL placed $265 million of the wind project into service. In the first half of 2011, WPL placed the remaining portion of the wind project into service, which resulted in a transfer of $182 million of capitalized project costs from “Construction work in progress - Bent Tree - Phase I wind project” to “Electric plant in service” on Alliant Energy’s and WPL’s Condensed Consolidated Balance Sheets in the first half of 2011. The capitalized costs for the wind project are being depreciated using a straight-line method of depreciation over a 30-year period.

IPL’s Whispering Willow - East Wind Project -In June 2011, IPL received an oral decision from the MPUC approving a temporary recovery rate for the Minnesota retail portion of its Whispering Willow - East wind project construction costs. In its oral decision, the MPUC did not conclude on the prudence of these project costs. The prudence of these project costs and the final recovery rate for these costs will be addressed in a separate proceeding that is expected to be completed in 2012. The initial recovery rate approved by the MPUC is below the amount required by IPL to recover the Minnesota retail portion of its total project costs. Based on its interpretation of the oral decision, IPL currently believes that it is probable it will not be allowed to recover all of the Minnesota retail portion of its project costs. IPL currently believes the most likely outcome of the final rate proceeding will result in the MPUC effectively disallowing recovery of approximately $8 million of project costs out of a total of approximately $30 million of project costs allocated to the Minnesota retail jurisdiction. This amount is subject to change until the MPUC determines the final recovery rate for these project costs. As a result, IPL recognized an $8 million impairment related to this probable disallowance, which was recorded as a reduction to “Electric plant in service” on Alliant Energy’s and IPL’s Condensed Consolidated Balance Sheets and a charge to “Utility - other operation and maintenance” in Alliant Energy’s and IPL’s Consolidated Statements of Income in the second quarter of 2011.

17

WPL’s Green Lake and Fond du Lac Counties Wind Site -In 2009, WPL purchased development rights to an approximate 100 MW wind site in Green Lake and Fond du Lac counties in Wisconsin. Due to events in the first quarter of 2011 resulting in uncertainty regarding wind siting requirements in Wisconsin and increased risks with permitting this wind site, WPL determined it would be difficult to effectively use the site for wind development. As a result, WPL recognized a $5 million impairment in the first quarter of 2011 for the amount of capitalized costs incurred for this site. The impairment was recorded as a reduction to “Utility - other property, plant and equipment” on Alliant Energy’s and WPL’s Condensed Consolidated Balance Sheets and a charge to “Utility - other operation and maintenance” in Alliant Energy’s and WPL’s Condensed Consolidated Statements of Income in the first half of 2011.

WPL’s Edgewater Unit 5 Purchase -In March 2011, WPL purchased Wisconsin Electric Power Company’s (WEPCO’s) 25% ownership interest in Edgewater Unit 5 for $38 million. The $38 million was equal to WEPCO’s net book value of the facility and related assets at the time of the purchase. WPL now owns 100% of Edgewater Unit 5. As of the closing date, the carrying values of the assets purchased were as follows (in millions):

Electric plant in service	$	84
Accumulated depreciation		(50	)
Construction work in progress		2
Production fuel		1
Materials and supplies		1
	$	38

(d) Comprehensive Income -

Alliant Energy’s comprehensive income and the components of other comprehensive income (loss), net of taxes, for the three and six months ended June 30 were as follows (in millions):

	Three Months						Six Months
	2011			2010			2011			2010
Net income	$	55.3		$	52.5		$	135.0		$	100.6
Other comprehensive income (loss), net of tax:
Unrealized losses on securities, net of tax		—			(0.2	)		—			(0.2	)
Pension and other postretirement benefits plans adjustments, net of tax		0.8			(0.7	)		0.8			(0.7	)
Total other comprehensive income (loss)		0.8			(0.9	)		0.8			(0.9	)
Comprehensive income		56.1			51.6			135.8			99.7
Preferred dividend requirements of subsidiaries		(4.2	)		(4.7	)		(10.4	)		(9.4	)
Comprehensive income attributable to Alliant Energy common shareowners	$	51.9		$	46.9		$	125.4		$	90.3

For the three and six months ended June 30, 2011 and 2010, IPL and WPL had no other comprehensive income; therefore their comprehensive income was equal to their earnings available for common stock for such periods.

(2) UTILITY RATE CASES

IPL’s Minnesota Retail Electric Rate Case (2009 Test Year) -In May 2010, IPL filed a request with the MPUC to increase annual rates for its Minnesota retail electric customers by $15 million, or approximately 22%. The request was based on a 2009 historical test year as adjusted for certain known and measurable items at the time of the filing. The key drivers for the filing include recovery of investments in the Whispering Willow - East wind project and emission control projects at Lansing Unit 4, and recovery of increased electric transmission service costs. In conjunction with the filing, IPL implemented an interim retail rate increase of $14 million, on an annual basis, effective July 6, 2010. The interim retail rate increase was approved by the MPUC and is subject to refund pending determination of final rates from the request. In June 2011, IPL received an oral decision from the MPUC that, based on IPL’s interpretation, authorizes an annual retail electric rate increase of approximately $11 million, or approximately 18%. Because the final rate increase level is expected to be below the interim retail rate increase implemented in July 2010, IPL expects to refund to its Minnesota retail electric customers a portion of the interim rates collected. As of June 30, 2011, Alliant Energy and IPL reserved $3 million, including interest, for refunds anticipated to be paid to IPL’s Minnesota retail electric customers in 2011. In the first half of 2011, Alliant Energy and IPL recorded $6 million in electric revenues from IPL’s Minnesota retail electric customers related to the interim retail electric rate increase. Refer to Note 1(b) for discussion of changes to regulatory assets and regulatory liabilities in the second quarter

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of 2011 based on the MPUC’s oral decisions to provide IPL’s retail electric customers in Minnesota additional refunds from the gain on the sale of electric transmission assets in 2007 and to provide IPL recovery of $2 million of previously incurred costs for Sutherland #4. Refer to Note 1(c) for discussion of an impairment recognized in the second quarter of 2011 based on the MPUC’s oral decision regarding the recovery of Whispering Willow - East wind project costs.

IPL’s Iowa Retail Electric Rate Case (2009 Test Year) -In March 2010, IPL filed a request with the IUB to increase annual rates for its Iowa retail electric customers. The request was based on a 2009 historical test year as adjusted for certain known and measurable changes occurring up to 12 months after the commencement of the proceeding. The key drivers for the filing included recovery of investments in the Whispering Willow - East wind project and emission control projects at Lansing Unit 4, and recovery of increased electric transmission service costs. In conjunction with the filing, IPL implemented an interim retail electric rate increase of $119 million, on an annual basis, effective March 20, 2010. In the first half of 2011 and 2010, Alliant Energy and IPL recorded $54 million and $31 million, respectively, in electric revenues from IPL’s Iowa retail electric customers related to the retail electric rate increase and the reserve for rate refund discussed below. In February 2011, IPL received an order from the IUB authorizing a final annual retail electric rate increase of $114 million, or approximately 10%. As of June 30, 2011, Alliant Energy and IPL reserved $4 million, including interest, for remaining refunds anticipated to be paid to IPL’s retail electric customers in Iowa in the second half of 2011 in accordance with the IUB’s February 2011 order.

WPL’s Retail Fuel-related Rate Case (2012 Test Year) - In May 2011, WPL filed a request with the PSCW to increase annual retail electric rates by $13 million to recover anticipated increases in retail fuel-related costs in 2012 due to higher purchased power energy costs and emission compliance costs. In July 2011, the EPA issued the CSAPR, which requires sulfur dioxide (SO2) and nitrogen oxide (NOx) emissions reductions from IPL’s and WPL’s fossil-fueled electric generating units (EGUs) with greater than 25 MW of capacity located in Iowa, Minnesota and Wisconsin beginning in 2012. While the net impact of CSAPR to WPL’s 2012 projected retail fuel-related costs is not known at this time, WPL anticipates that the emission compliance costs will increase from the initial estimates included in its May 2011 filing. WPL currently plans to file an updated 2012 fuel-related rate case request with the PSCW in the third quarter of 2011 after further evaluation of the CSAPR. Any rate changes granted from this request are expected to be effective on Jan. 1, 2012.

WPL’s Retail Electric Rate Case (2011 Test Year) - In April 2010, WPL filed a request with the PSCW to reopen the rate order for its 2010 test year to increase annual retail electric rates for 2011. The request was based on a forward-looking test period that included 2011. The key drivers for the filing included recovery of investments in WPL’s Bent Tree - Phase I wind project and expiring deferral credits, partially offset by lower variable fuel expenses. In December 2010, WPL received an order from the PSCW authorizing an annual retail electric rate increase of $8 million, or approximately 1%, effective Jan. 1, 2011. This $8 million increase in annual rates effective Jan. 1, 2011, combined with the termination of the $9 million interim fuel-related rate increase effective Dec. 31, 2010, resulted in a net $1 million decrease in annual electric retail rates charged to customers effective January 2011. Refer to “WPL’s Retail Fuel-related Rate Case (2010 Test Year)” below for additional details of the interim fuel-related rate increase implemented in 2010 and a $5 million reduction to the 2011 test year base rate increase for refunds owed to electric retail customers related to interim fuel cost collections in 2010.

WPL’s Retail Fuel-related Rate Case (2010 Test Year) - In April 2010, WPL filed a request with the PSCW to increase annual retail electric rates by $9 million to recover anticipated increased electric production fuel and energy purchases (fuel-related costs) in 2010. Actual fuel-related costs through March 2010, combined with projections of continued higher fuel-related costs for the remainder of 2010, significantly exceeded the amounts being recovered in retail electric rates at the time of the filing. WPL received approval from the PSCW to implement an interim rate increase of $9 million, on an annual basis, effective in June 2010. Updated annual 2010 fuel-related costs during the proceeding resulted in WPL no longer qualifying for a fuel-related rate increase for 2010. In December 2010, the PSCW issued an order authorizing no increase in retail electric rates in 2010 related to fuel-related costs and required the interim rate increase to terminate at the end of 2010. The order also authorized WPL to use $5 million of the interim fuel rates collected in 2010 as a reduction to the 2011 test year base rate increase. As of June 30, 2011, Alliant Energy’s and WPL’s remaining reserves were $3 million, including interest, for interim fuel cost collections in 2010.

Refer to Note 1(b) for discussion of various other rate matters.

(3) RECEIVABLES

Sales of Accounts Receivable - Effective April 1, 2010, IPL entered into an amended and restated Receivables Purchase and Sale Agreement (Agreement) whereby it may sell its customer accounts receivables, unbilled revenues and certain other accounts receivables to a third-party financial institution through wholly-owned and consolidated special purpose entities. In

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March 2011, IPL extended through March 2012 the purchase commitment from the third-party financial institution to which it sells its receivables. In exchange for the receivables sold, IPL will receive from the third-party financial institution cash proceeds (based on seasonal limits up to $160 million ($130 million as of June 30, 2011)), and deferred proceeds recorded in “Accounts receivable” on Alliant Energy’s and IPL’s Condensed Consolidated Balance Sheets.

As of June 30, 2011 and Dec. 31, 2010, IPL sold $187.8 million and $219.6 million aggregate amounts of receivables, respectively. IPL’s maximum and average outstanding cash proceeds, and costs incurred related to the sales of accounts receivable program for the three and six months ended June 30 were as follows (in millions):

	Three Months				Six Months
	2011		2010		2011		2010
Maximum outstanding aggregate cash proceeds (based on daily outstanding balances)	$	140.0	$	160.0	$	140.0	$	160.0
Average outstanding aggregate cash proceeds (based on daily outstanding balances)		124.7		137.8		108.2		69.3
Costs incurred		0.4		0.5		0.8		0.7

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

	June 30, 2011		Dec. 31, 2010
Customer accounts receivable	$	110.3	$	133.0
Unbilled utility revenues		66.4		80.9
Other receivables		11.1		5.7
Receivables sold		187.8		219.6
Less: cash proceeds (a)		120.0		65.0
Deferred proceeds		67.8		154.6
Less: allowance for doubtful accounts		1.4		1.7
Fair value of deferred proceeds	$	66.4	$	152.9
Outstanding receivables past due	$	14.1	$	14.1

(a) Changes in cash proceeds during the first half of 2011 are recorded in “Sales of accounts receivable” in operating activities in Alliant Energy’s and IPL’s Condensed Consolidated Statements of Cash Flows.

Additional attributes of IPL’s receivables sold under the Agreement for the three and six months ended June 30 were as follows (in millions):

	Three Months				Six Months
	2011		2010		2011		2010
Collections reinvested in receivables	$	410.2	$	407.1	$	885.5	$	407.1
Credit losses, net of recoveries		2.4		1.8		4.5		1.8

(4) INCOME TAXES

Income Tax Rates - The provision for income taxes for earnings from continuing operations is based on an estimated annual effective tax rate that excludes the impact of significant unusual or infrequently occurring items, discontinued operations or extraordinary items. The effective tax rates for Alliant Energy, IPL and WPL differ from the federal statutory rate of 35% generally due to impacts of enacted tax legislation, effects of utility rate making, including the customer cost management plan, tax credits, state income taxes and certain non-deductible expenses. The income tax rates shown in the following table for the three and six months ended June 30 were computed by dividing income taxes by income from continuing operations before income taxes.

	Three Months						Six Months
	2011			2010			2011			2010
Alliant Energy		(23.7	%)		30.4	%		8.2	%		36.4	%
IPL		(233.3	%)		21.5	%		3.4	%		33.7	%
WPL		31.1	%		34.9	%		32.0	%		38.0	%

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Customer Cost Management Plan -In January 2011, the IUB approved a customer cost management plan proposed by IPL, which will utilize tax-related regulatory liabilities to credit bills of Iowa electric retail customers beginning in February 2011 to help offset the impact of the recent rate increases on such customers. These regulatory liabilities are related to tax benefits from tax accounting method changes for repairs, mixed service costs and allocation of insurance proceeds from the floods in 2008. Alliant Energy’s and IPL’s effective tax rates for the second quarter and first half of 2011 include the impact of reducing income tax expense with offsetting reductions to regulatory liabilities as a result of implementing the customer cost management plan. The tax impacts of the customer cost management plan are currently expected to decrease Alliant Energy’s and IPL’s 2011 annual income tax rates for continuing operations by 8.5% and 21.9%, respectively.

Wisconsin Tax Legislation -In June 2011, the Wisconsin 2011-2013 Budget Act (the Budget Act) was enacted. The most significant provision of the Budget Act for Alliant Energy authorizes combined groups to share net operating loss carryforwards that were incurred by group members prior to Jan. 1, 2009 and utilize these shared net operating losses over 20 years beginning after Dec. 31, 2011. Based on this provision of the Budget Act, Alliant Energy now anticipates its Wisconsin combined group will be able to fully utilize $368 million of Wisconsin net operating losses incurred by Alliant Energy and Resources prior to Jan. 1, 2009 to offset future taxable income and therefore reversed previously recorded deferred tax asset valuation allowances related to state net operating loss carryforwards of $19 million in the second quarter of 2011. The income tax benefits recognized in the second quarter of 2011 from the Budget Act decreased Alliant Energy’s income tax rates for continuing operations by 42.3% and 13.0% for the second quarter and first half of 2011, respectively.

Federal Health Care Legislation -In March 2010, the Patient Protection and Affordable Care Act, and the Health Care and Education Reconciliation Act of 2010 (Federal Health Care Legislation) were enacted. One of the most significant provisions of the Federal Health Care Legislation for Alliant Energy, IPL and WPL requires a reduction in their tax deductions for retiree health care costs beginning in 2013, to the extent their drug expenses are reimbursed under the Medicare Part D retiree drug subsidy program. The reduction in the future deductibility of retiree health care costs accrued as of Dec. 31, 2009 required Alliant Energy, IPL and WPL to record deferred income tax expense of $7.1 million, $3.7 million and $3.1 million, respectively, in the first quarter of 2010. These income tax expenses recognized in the first quarter of 2010 increased Alliant Energy’s, IPL’s and WPL’s income tax rates for continuing operations for the first half of 2010 by 4.5%, 7.9% and 2.9%, respectively.

Production Tax Credits -Alliant Energy has three wind projects that are currently generating production tax credits: WPL’s 68 MW Cedar Ridge wind project, which began generating electricity in late 2008; IPL’s 200 MW Whispering Willow - East wind project, which began generating electricity in late 2009; and WPL’s 200 MW Bent Tree - Phase I wind project, which began generating electricity in late 2010. For the three and six months ended June 30, production tax credits (net of state tax impacts) resulting from these wind projects were as follows (in millions):

	Three Months				Six Months
	2011		2010		2011		2010
Cedar Ridge (WPL)	$	1.1	$	0.9	$	2.6	$	2.0
Bent Tree - Phase I (WPL)		2.8		—		5.3		—
Subtotal (WPL)		3.9		0.9		7.9		2.0
Whispering Willow - East (IPL)		3.6		1.8		6.4		3.5
	$	7.5	$	2.7	$	14.3	$	5.5

Deferred Tax Assets and Liabilities - During the first half of 2011, Alliant Energy’s, IPL’s and WPL’s non-current deferred tax liabilities recognized in “Deferred income taxes” on their respective Condensed Consolidated Balance Sheets increased $44 million, $25 million and $36 million, respectively. The increases in deferred tax liabilities were primarily related to property-related temporary differences recorded in the first half of 2011 from bonus depreciation deductions available in 2011 and a tax accounting method change for mixed service costs. These items were substantially offset by deferred tax assets recorded in the first half of 2011 as a result of increasing federal and state net operating loss carryforwards primarily due to the tax accounting method change related to mixed service costs and bonus depreciation, and the reversal of $19 million of deferred tax asset valuation allowances related to state net operating loss carryforwards in the second quarter of 2011.

Bonus Depreciation Deductions -In 2010, the Small Business Jobs Act of 2010 (SBJA) and the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010 (the Act) were enacted. The most significant provisions of the SBJA and the Act for Alliant Energy, IPL and WPL are related to the extension of bonus depreciation deductions for certain expenditures for property that are placed in service through Dec. 31, 2012. Based on capital projects expected to be placed into service in 2011, Alliant Energy currently estimates its total bonus depreciation deductions to be claimed in its 2011 federal income tax return will be at least $500 million ($220 million for IPL and $280 million for WPL).

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Mixed Service Costs Deductions - In 2010, Alliant Energy filed a request with the Internal Revenue Service (IRS) for a change in its tax accounting method for mixed service costs. In March 2011, Alliant Energy received consent from the IRS to reflect this change as part of its 2010 federal income tax return. The change allows Alliant Energy to currently deduct a portion of its mixed service costs, which have historically been capitalized for tax purposes. This change will be applied retroactively to mixed service costs incurred since 1987. Alliant Energy recently completed an assessment of its eligible mixed service costs for the period from 1987 through 2009 and currently expects to include approximately $390 million ($230 million for IPL and $160 million for WPL) of mixed service costs deductions for these years in its 2010 federal income tax return.

Carryforwards -At June 30, 2011, Alliant Energy’s net operating loss carryforwards and associated deferred tax assets were estimated as follows (in millions):

	Carryforward		Deferred
	Amount		Tax Assets (a)
Federal net operating losses	$	949	$	327
State net operating losses		719		38

(a) Alliant Energy’s deferred tax assets related to federal and state net operating losses were offset by $127 million and $19 million, respectively, of uncertain tax positions that if lost, will be settled in a reduction of net operating losses and not with tax payments. IPL’s and WPL’s deferred tax assets related to federal and state net operating losses, net of offsets, were $92 million and $86 million, respectively.

Uncertain Tax Positions - Alliant Energy’s, IPL’s and WPL’s uncertain tax positions increased $93 million, $48 million and $45 million, respectively, during the first half of 2011. The increases were primarily related to positions that are expected to be taken on the 2010 federal and state income tax returns related to deductions for mixed service costs. Alliant Energy, IPL and WPL could have material changes to their unrecognized tax benefits during the 12 months ending June 30, 2012 if the IRS completes its audit of mixed service costs and repairs expenditures during this period.

Regulatory Assets and Liabilities -During the first half of 2011, IPL recognized significant tax benefits as a result of a tax accounting method change for mixed service costs. IPL expects to refund any tax benefits realized from expensing mixed service costs to its Iowa retail customers in the future through the customer cost management plan approved by the IUB. As a result, Alliant Energy and IPL recorded an increase to their non-current regulatory liabilities of $166 million in the first half of 2011. Alliant Energy and IPL also recorded an increase to their non-current regulatory assets of $166 million in the first half of 2011 to reflect the benefit IPL expects to receive from its Iowa retail customers in the future as the temporary differences associated with the mixed service costs reverse into current tax expense.

(5) BENEFIT PLANS

(a) Pension and Other Postretirement Benefits Plans -

Net Periodic Benefit Costs -The components of Alliant Energy’s, IPL’s and WPL’s net periodic benefit costs for their defined benefit pension and other postretirement benefits plans for the three and six months ended June 30 were as follows (in millions):

Alliant Energy	Defined Benefit Pension Plans												Other Postretirement Benefits Plans (a)
	Three Months						Six Months						Three Months						Six Months
	2011			2010			2011			2010			2011			2010			2011			2010
Service cost	$	2.8		$	3.0		$	5.7		$	6.0		$	1.7		$	2.7		$	3.8		$	4.8
Interest cost		13.0			13.1			26.0			26.2			3.1			4.2			6.7			7.9
Expected return on plan assets		(15.9	)		(15.5	)		(31.9	)		(31.0	)		(2.0	)		(2.0	)		(3.9	)		(3.9	)
Amortization of:
Transition obligation		—			—			—			—			—			—			—			0.1
Prior service cost (credit)		0.2			0.2			0.4			0.4			(2.5	)		0.8			(3.2	)		(0.1	)
Actuarial loss		5.3			6.0			10.5			12.0			1.4			1.5			2.8			3.1
Additional benefit costs (b)		8.9			—			8.9			—			—			—			—			—
	$	14.3		$	6.8		$	19.6		$	13.6		$	1.7		$	7.2		$	6.2		$	11.9

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IPL	Qualified Defined Benefit Pension Plans												Other Postretirement Benefits Plans (a)
	Three Months						Six Months						Three Months						Six Months
	2011			2010			2011			2010			2011			2010			2011			2010
Service cost	$	1.5		$	1.5		$	3.1		$	3.1		$	0.6		$	1.0		$	1.4		$	1.8
Interest cost		4.1			4.1			8.3			8.2			1.3			1.9			3.0			3.6
Expected return on plan assets		(5.0	)		(4.8	)		(10.0	)		(9.7	)		(1.3	)		(1.4	)		(2.6	)		(2.7	)
Amortization of:
Transition obligation		—			—			—			—			—			—			—			0.1
Prior service cost (credit)		0.1			0.1			0.2			0.3			(1.2	)		0.3			(1.5	)		(0.1	)
Actuarial loss		1.5			1.8			2.9			3.6			0.7			0.8			1.5			1.6
	$	2.2		$	2.7		$	4.5		$	5.5		$	0.1		$	2.6		$	1.8		$	4.3
WPL	Qualified Defined Benefit Pension Plan												Other Postretirement Benefits Plans (a)
	Three Months						Six Months						Three Months						Six Months
	2011			2010			2011			2010			2011			2010			2011			2010
Service cost	$	1.1		$	1.2		$	2.3		$	2.4		$	0.7		$	1.0		$	1.5		$	1.8
Interest cost		4.0			4.0			8.0			7.9			1.2			1.5			2.6			2.9
Expected return on plan assets		(5.0	)		(4.8	)		(10.0	)		(9.5	)		(0.4	)		(0.3	)		(0.7	)		(0.6	)
Amortization of:
Prior service cost (credit)		0.2			0.1			0.3			0.2			(0.8	)		0.3			(1.1	)		—
Actuarial loss		1.7			2.1			3.5			4.2			0.6			0.5			1.1			1.0
	$	2.0		$	2.6		$	4.1		$	5.2		$	1.3		$	3.0		$	3.4		$	5.1

(a) In May 2011, Alliant Energy, IPL and WPL amended their defined benefit postretirement health care plans resulting in a revision to the method and level of coverage provided for participants more than 65 years of age. This amendment was determined to be a significant event, which required Alliant Energy, IPL and WPL to remeasure their defined benefit postretirement health care plans in May 2011. The remeasurement resulted in a decrease in Alliant Energy’s postretirement benefit obligations of $64 million ($38 million for IPL, $16 million for WPL and $10 million for Corporate Services) with the impact of the remeasurement on net periodic benefit costs being recognized prospectively from the remeasurement date. The impact of the remeasurement decreased Alliant Energy’s, IPL’s and WPL’s net periodic benefit costs in the second quarter of 2011 by $2.8 million, $1.8 million and $1.0 million, respectively. The discount rate used for the remeasurement was 5.20%. All other assumptions used for the remeasurement were consistent with the measurement at Dec. 31, 2010.

(b) Alliant Energy reached an agreement with the IRS, which resulted in a favorable determination letter for the Alliant Energy Cash Balance Pension Plan (Plan) during the first quarter of 2011. The agreement with the IRS required Alliant Energy to amend the Plan in the second quarter of 2011 resulting in aggregate additional benefits of $9 million paid to certain former participants in the Plan in August 2011. Alliant Energy recognized $9 million of additional benefit costs in the second quarter of 2011, which is consistent with the period in which the Plan was amended. Refer to Note 11(c) for additional information regarding the Plan.

In the above tables for IPL and WPL, the qualified defined benefit pension plans costs represent only those respective costs for bargaining unit employees of IPL and WPL covered under the plans that are sponsored by IPL and WPL, respectively. The other postretirement benefits costs represent costs for all IPL and WPL employees. Corporate Services provides services to IPL and WPL, and as a result, IPL and WPL are allocated pension and other postretirement benefits costs associated with Corporate Services employees. The following table includes qualified pension benefits costs for IPL’s and WPL’s non-bargaining employees who are participants in other Alliant Energy plans, and the allocated qualified pension and other postretirement benefits costs associated with Corporate Services employees providing services to IPL and WPL for the three and six months ended June 30 as follows (in millions):

	Qualified Pension Benefits Costs (a)								Other Postretirement Benefits Costs
	Three Months				Six Months				Three Months				Six Months
	2011		2010		2011		2010		2011		2010		2011		2010
IPL	$	5.4	$	—	$	5.3	$	—	$	—	$	0.8	$	0.4	$	1.3
WPL		3.1		0.2		3.3		0.4		0.1		0.5		0.3		0.8

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(a) The qualified pension benefits costs allocated to IPL and WPL for the three and six months ended June 30, 2011 included $5.5 million and $3.0 million, respectively, for the additional benefit costs resulting from the amendment to the Cash Balance Pension Plan in the second quarter of 2011.

Alliant Energy sponsors several non-qualified defined benefit pension plans that cover certain current and former key employees. The pension costs allocated to IPL and WPL for these plans for the three and six months ended June 30 were as follows (in millions):

	IPL								WPL
	Three Months				Six Months				Three Months				Six Months
	2011		2010		2011		2010		2011		2010		2011		2010
Pension costs	$	0.6	$	0.8	$	1.2	$	1.5	$	0.4	$	0.4	$	0.7	$	0.8

Estimated Future and Actual Employer Contributions -Alliant Energy’s, IPL’s, and WPL’s estimated and actual funding for the qualified defined benefit pension, non-qualified defined benefit pension and other postretirement benefits plans for 2011 are as follows (in millions):

	Estimated for Calendar Year 2011								Actual Through June 30, 2011
	Alliant Energy		IPL			WPL			Alliant Energy		IPL			WPL
Qualified defined benefit pension plans	$	9	$	—		$	—		$	—	$	—		$	—
Non-qualified defined benefit pension plans		7		(a	)		(a	)		5		(a	)		(a	)
Other postretirement benefits plans		9		3			5			6		2			3

(a) Alliant Energy sponsors several non-qualified defined benefit pension plans that cover certain current and former key employees of IPL and WPL. Alliant Energy allocates pension costs to IPL and WPL for these plans.

Alliant Energy Cash Balance Pension Plan (Plan) -Refer to Note 11(c) for discussion of a class action lawsuit filed against the Plan in 2008 and the IRS review of the tax qualified status of the Plan.

401(k) Savings Plans -A significant number of Alliant Energy, IPL and WPL employees participate in defined contribution retirement plans (401(k) savings plans). For the three and six months ended June 30, Alliant Energy’s, IPL’s and WPL’s costs related to the 401(k) savings plans, which are partially based on the participants’ level of contribution, were as follows (in millions):

	Alliant Energy								IPL (a)								WPL (a)
	Three Months				Six Months				Three Months				Six Months				Three Months				Six Months
	2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010
401(k) costs	$	4.2	$	4.6	$	10.0	$	9.5	$	2.0	$	2.2	$	4.9	$	4.5	$	2.0	$	2.2	$	4.6	$	4.6

(a) IPL’s and WPL’s amounts include allocated costs associated with Corporate Services employees.

(b) Equity Incentive Plans - A summary of compensation expense and the related income tax benefits recognized for share-based compensation awards for the three and six months ended June 30 was as follows (in millions):

	Alliant Energy								IPL								WPL
	Three Months				Six Months				Three Months				Six Months				Three Months				Six Months
	2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010
Compensation expense	$	2.6	$	1.3	$	4.8	$	3.6	$	1.4	$	0.7	$	2.6	$	1.9	$	1.0	$	0.5	$	1.9	$	1.4
Income tax benefits		1.0		0.5		1.9		1.4		0.5		0.3		1.0		0.8		0.4		0.2		0.8		0.6

As of June 30, 2011, total unrecognized compensation cost related to share-based compensation awards was $13.8 million, which is expected to be recognized over a weighted average period of between one and two years. Share-based compensation expense is recognized on a straight-line basis over the requisite service periods and is primarily recorded in “Utility - other operation and maintenance” in the Condensed Consolidated Statements of Income.

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Performance Shares and Units -Alliant Energy anticipates making future payouts of its performance shares and units in cash; therefore, performance shares and units are accounted for as liability awards.

Performance Shares -A summary of the performance shares activity for the six months ended June 30 was as follows:

	2011			2010
	Shares (a)			Shares (a)
Nonvested shares, Jan. 1		234,518			256,579
Granted		64,217			72,487
Vested (b)		(57,838	)		—
Forfeited (c)		—			(83,786	)
Nonvested shares, June 30		240,897			245,280

(a) Share amounts represent the target number of performance shares. Each performance share’s value is based on the price of one share of Alliant Energy’s common stock at the end of the performance period. The actual number of shares that will be paid out upon vesting is dependent upon actual performance and may range from zero to 200% of the target number of shares.

(b) In the first quarter of 2011, 57,838 performance shares granted in 2008 vested at 75% of the target, resulting in a payout valued at $1.6 million, which consisted of a combination of cash and common stock (1,387 shares).

(c) In the first quarter of 2010, 57,100 performance shares granted in 2007 were forfeited without payout because the specified performance criteria for such shares were not met. The remaining forfeitures during the first quarter of 2010 were primarily caused by retirements and voluntary terminations of participants.

Performance Units -A summary of the performance unit activity for the six months ended June 30 was as follows:

	2011			2010
	Units (a)			Units (a)
Nonvested units, Jan. 1		23,128			—
Granted		23,975			23,795
Forfeited		(4,107	)		(367	)
Nonvested units, June 30		42,996			23,428

(a) Unit amounts represent the target number of performance units. Each performance unit’s value is based on the average price of one share of Alliant Energy’s common stock on the grant date of the award. The actual payout for performance units is dependent upon actual performance and may range from zero to 200% of the target number of units.

Fair Value of Awards -Information related to fair values of nonvested performance shares and units at June 30, 2011, by year of grant, were as follows:

	Performance Shares									Performance Units
	2011			2010			2009			2011			2010
	Grant			Grant			Grant			Grant			Grant
Nonvested awards		64,217			64,174			112,506			22,279			20,717
Alliant Energy common stock closing price on June 30, 2011	$	40.66		$	40.66		$	40.66
Alliant Energy common stock average price on grant date										$	38.75		$	32.56
Estimated payout percentage based on performance criteria		105	%		130	%		124	%		105	%		130	%
Fair values of each nonvested award	$	42.69		$	52.86		$	50.42		$	40.69		$	42.32

At June 30, 2011, fair values of nonvested performance shares and units were calculated using a Monte Carlo simulation to determine the anticipated total shareowner returns of Alliant Energy and its investor-owned utility peer group. Expected volatility was based on historical volatilities using daily stock prices over the past three years. Expected dividend yields were calculated based on the most recent quarterly dividend rates announced prior to the measurement date and stock prices at the measurement date. The risk-free interest rate was based on the three-year U.S. Treasury rate in effect as of the measurement date.

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Restricted Stock -Restricted stock issued consists of time-based and performance-contingent restricted stock.

Time-based restricted stock -A summary of the time-based restricted stock activity for the six months ended June 30 was as follows:

	2011					2010
				Weighted					Weighted
				Average					Average
	Shares			Fair Value		Shares			Fair Value
Nonvested shares, Jan. 1		70,033		$	32.27		125,349		$	32.47
Granted during first quarter		5,000			39.86		—			—
Vested		(38,433	)		34.61		(36,384	)		34.41
Forfeited		(600	)		29.41		(1,300	)		32.78
Nonvested shares, June 30		36,000			30.88		87,665			31.66

Performance-contingent restricted stock -A summary of the performance-contingent restricted stock activity for the six months ended June 30 was as follows:

	2011					2010
				Weighted					Weighted
				Average					Average
	Shares			Fair Value		Shares			Fair Value
Nonvested shares, Jan. 1		296,190		$	32.32		226,007		$	32.25
Granted during first quarter		64,217			38.75		72,487			32.56
Vested		(53,274	)		37.93		—			—
Forfeited		(5,395	)		38.00		(2,304	)		32.56
Nonvested shares, June 30		301,738			32.60		296,190			32.32

Non-qualified Stock Options -A summary of the stock option activity for the six months ended June 30 was as follows:

	2011					2010
				Weighted					Weighted
				Average					Average
				Exercise					Exercise
	Shares			Price		Shares			Price
Outstanding, Jan. 1		163,680		$	24.51		384,331		$	27.02
Exercised		(60,481	)		27.08		(86,077	)		26.57
Expired		—			—		(29,218	)		28.59
Outstanding and exercisable, June 30		103,199			23.01		269,036			27.00

The weighted average remaining contractual term for options outstanding and exercisable at June 30, 2011 was two years. The aggregate intrinsic value of options outstanding and exercisable at June 30, 2011 was $1.8 million.

Other information related to stock option activity for the three and six months ended June 30 was as follows (in millions):

	Three Months				Six Months
	2011		2010		2011		2010
Cash received from stock options exercised	$	1.0	$	1.0	$	1.6	$	2.3
Aggregate intrinsic value of stock options exercised		0.6		0.1		0.8		0.5
Income tax benefit from the exercise of stock options		0.2		—		0.3		0.2

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Performance Contingent Cash Awards-A summary of the performance contingent cash awards activity for the six months ended June 30 was as follows:

	2011			2010
	Awards			Awards
Nonvested awards, Jan. 1		23,428			—
Granted		23,975			23,795
Forfeited		(727	)		(367	)
Nonvested awards, June 30		46,676			23,428

(6) COMMON EQUITY AND PREFERRED STOCK

(a) Common Equity

Common Share Activity -A summary of Alliant Energy’s common stock activity during the six months ended June 30, 2011 was as follows:

Shares outstanding, Jan. 1	110,893,901
Equity incentive plans (Note 5(b))	125,090
Other (a)	(39,480	)
Shares outstanding, June 30	110,979,511

(a) Includes shares transferred from employees to Alliant Energy to satisfy tax withholding requirements in connection with the vesting of certain restricted stock under the equity incentive plans.

Dividend Restrictions -As of June 30, 2011, IPL’s amount of retained earnings that were free of dividend restrictions was $228 million. As of June 30, 2011, WPL’s amount of retained earnings that were free of dividend restrictions was $56 million for the remainder of 2011.

Restricted Net Assets of Subsidiaries - As of June 30, 2011, the amount of net assets of IPL and WPL that were not available to be transferred to their parent company, Alliant Energy, in the form of loans, advances or cash dividends without the consent of IPL’s and WPL’s regulatory authorities was $1.1 billion and $1.3 billion, respectively.

Capital Transactions with Subsidiaries -In the first half of 2011, WPL and Resources received capital contributions of $25 million and $65 million, respectively, from their parent. In the first half of 2011, IPL and WPL paid common stock dividends and repayments of capital to their parent as follows (in millions):

	IPL		WPL
Common stock dividends to Alliant Energy	$	44	$	56
Repayments of capital to Alliant Energy		71		—

In July 2008, the Federal Energy Regulatory Commission (FERC) issued an order allowing IPL to pay up to $400 million in common equity distributions from additional paid-in capital, rather than retained earnings. As of June 30, 2011, IPL’s remaining authority under this FERC order was $30 million.

(b) Preferred Stock - In April 2011, IPL redeemed all of the 1,600,000 outstanding shares of its 7.10% Series C Cumulative Preferred Stock at par value for $40 million plus accrued and unpaid dividends to the redemption date. Alliant Energy and IPL recorded a $1.5 million charge in the first half of 2011 related to this transaction in “Preferred dividend requirements” in their Condensed Consolidated Statements of Income. Refer to Note 9 for information on the fair value of Alliant Energy’s cumulative preferred stock of subsidiaries.

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(7) SHORT-TERM DEBT

At June 30, 2011, there was no commercial paper outstanding at IPL, WPL or the Alliant Energy parent company. Information regarding commercial paper issued under Alliant Energy’s, IPL’s and WPL’s credit facilities and other short-term borrowings was as follows (dollars in millions):

	Alliant Energy		Parent
At June 30, 2011:	(Consolidated)		Company		IPL		WPL
Available credit facility capacity	$	623	$	96	$	287	$	240

	Alliant Energy						IPL						WPL
	2011			2010			2011			2010			2011			2010
Three months ended June 30:
Maximum amount of total short-term debt outstanding (based on daily outstanding balances)	$	94.3		$	264.0		$	54.4		$	133.0		$	44.3		$	152.0
Average amount of total short-term debt outstanding (based on daily outstanding balances)	$	28.7		$	129.5		$	18.3		$	68.4		$	14.2		$	77.4
Weighted average interest rates - total short-term debt		0.31	%		0.34	%		0.32	%		0.38	%		0.30	%		0.31	%
Six months ended June 30:
Maximum amount of total short-term debt outstanding (based on daily outstanding balances)	$	96.5		$	350.3		$	54.4		$	219.1		$	96.5		$	170.2
Average amount of total short-term debt outstanding (based on daily outstanding balances)	$	42.0		$	178.3		$	9.8		$	125.2		$	34.7		$	66.5
Weighted average interest rates - total short-term debt		0.31	%		0.32	%		0.32	%		0.34	%		0.31	%		0.29	%

(8) INVESTMENTS

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

	Alliant Energy												WPL
	Three Months						Six Months						Three Months						Six Months
	2011			2010			2011			2010			2011			2010			2011			2010
American Transmission
Company LLC (ATC)	($	9.3	)	($	9.2	)	($	18.5	)	($	18.4	)	($	9.3	)	($	9.2	)	($	18.5	)	($	18.4	)
Other		(0.3	)		(0.4	)		(1.0	)		(1.0	)		(0.4	)		(0.4	)		(0.6	)		(0.7	)
	($	9.6	)	($	9.6	)	($	19.5	)	($	19.4	)	($	9.7	)	($	9.6	)	($	19.1	)	($	19.1	)

Summary financial information from the unaudited financial statements of ATC for the three and six months ended June 30 was as follows (in millions):

	Three Months				Six Months
	2011		2010		2011		2010
Operating revenues	$	138.2	$	138.7	$	277.8	$	277.2
Operating income		75.2		76.1		151.7		151.8
Net income		55.7		54.1		109.9		109.2

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(9) FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments -The carrying amounts of Alliant Energy’s, IPL’s and WPL’s current assets and current liabilities approximate fair value because of the short maturity of such financial instruments. Carrying amounts and the related estimated fair values of other financial instruments at June 30, 2011 and Dec. 31, 2010 were as follows (in millions):

	Alliant Energy				IPL				WPL
	Carrying		Fair		Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value		Amount		Value
June 30, 2011
Assets:
Money market fund investments	$	46.3	$	46.3	$	—	$	—	$	11.1	$	11.1
Derivative assets (Note 10)		31.5		31.5		21.2		21.2		8.2		8.2
Deferred proceeds (sales of receivables) (Note 3)		66.4		66.4		66.4		66.4		—		—
Available-for-sale securities		2.0		2.0		2.0		2.0		—		—
Capitalization and liabilities:
Long-term debt (including current maturities)		2,704.9		3,011.6		1,308.8		1,429.4		1,082.0		1,258.1
Cumulative preferred stock of subsidiaries (Note 6(b))		205.1		223.0		145.1		166.8		60.0		56.2
Derivative liabilities (Note 10)		38.8		38.8		11.7		11.7		27.1		27.1
Dec. 31, 2010
Assets:
Money market fund investments		128.3		128.3		5.6		5.6		—		—
Derivative assets (Note 10)		20.9		20.9		12.9		12.9		8.0		8.0
Deferred proceeds (sales of receivables) (Note 3)		152.9		152.9		152.9		152.9		—		—
Available-for-sale securities		2.1		2.1		2.1		2.1		—		—
Capitalization and liabilities:
Long-term debt (including current maturities)		2,704.7		2,958.6		1,308.6		1,417.0		1,081.7		1,219.6
Cumulative preferred stock of subsidiaries (Note 6(b))		243.8		266.7		183.8		210.7		60.0		56.0
Derivative liabilities (Note 10)		67.3		67.3		24.0		24.0		43.3		43.3

Valuation Techniques -

Money market fund investments -Money market fund investments are measured at fair value each reporting date using quoted market prices on listed exchanges.

Derivative assets and derivative liabilities -As of June 30, 2011 and Dec. 31, 2010, derivative assets and derivative liabilities included swap contracts, option contracts, and physical forward purchase and sale contracts for electricity and natural gas, financial transmission rights (FTRs) and embedded foreign currency derivatives. IPL’s and WPL’s swap, option and physical forward commodity contracts were non-exchange-based derivative instruments valued using indicative price quotations available through a pricing vendor that provides daily exchange forward price settlements, from broker or dealer quotations or from on-line exchanges. The indicative price quotations reflected the average of the bid-ask mid-point prices and were obtained from sources believed to provide the most liquid market for the commodity. IPL and WPL corroborated a portion of these indicative price quotations using quoted prices for similar assets or liabilities in active markets and categorized derivative instruments based on such indicative price quotations as Level 2. IPL’s and WPL’s commodity contracts that were valued using indicative price quotations based on significant assumptions such as seasonal or monthly shaping and indicative price quotations that could not be readily corroborated were categorized as Level 3. IPL’s and WPL’s swap, option and physical forward commodity contracts were predominately at liquid trading points. IPL’s and WPL’s FTRs were measured at fair value each reporting date using monthly or annual auction shadow prices from relevant auctions. The embedded foreign currency derivatives related to Euro-denominated payment terms included in the wind turbine supply contract with Vestas were measured at fair value using an extrapolation of forward currency rates. Refer to Note 10 for additional details of derivative assets and derivative liabilities.

Deferred proceeds (sales of receivables) -The fair value of IPL’s deferred proceeds related to its sales of accounts receivable program was calculated each reporting date using the carrying amount of receivables sold less the allowance for doubtful accounts associated with the receivables sold and cash proceeds received from the receivables sold. Refer to Note 3 for additional information regarding deferred proceeds.

Available-for-sale securities -The fair value of certain IPL investments in various debt and equity securities was measured at fair value each reporting date using quoted market prices on listed exchanges.

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Long-term debt (including current maturities) -For long-term debt instruments that are actively traded, the fair value was based upon quoted market prices each reporting date. For long-term debt instruments that are not actively traded, the fair value was based on discounted cash flow methodology and utilizes assumptions of current market pricing curves.

Cumulative preferred stock of subsidiaries -The fair value of IPL’s 8.375% cumulative preferred stock was based on its closing market price quoted by the New York Stock Exchange each reporting date. At Dec. 31, 2010, the fair value of IPL’s 7.10% cumulative preferred stock was based on its closing market price quoted by the New York Stock Exchange. The fair value of WPL’s 4.50% cumulative preferred stock was based on the closing market price quoted by the NYSE Amex LLC each reporting date. The fair value of WPL’s remaining preferred stock was calculated based on the market yield of similar securities. Refer to Note 6(b) for additional information regarding cumulative preferred stock of subsidiaries, including the April 2011 redemption of IPL’s 7.10% cumulative preferred stock.

Valuation Hierarchy -Fair value measurement accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy and examples of each are as follows:

Level 1 -Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the reporting date. Level 1 assets as of June 30, 2011 and Dec. 31, 2010 included money market fund investments and certain IPL investments in securities valued using quoted market prices on listed exchanges.

Level 2 -Pricing inputs are quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active as of the reporting date. Level 2 assets and liabilities as of June 30, 2011 and Dec. 31, 2010 included IPL’s and WPL’s non-exchange traded commodity contracts valued using indicative price quotations that are corroborated with quoted prices for similar assets or liabilities in active markets.

Level 3 -Pricing inputs are unobservable inputs for assets or liabilities for which little or no market data exist and require significant management judgment or estimation. Level 3 assets and liabilities as of June 30, 2011 and Dec. 31, 2010 included embedded foreign currency derivatives, IPL’s deferred proceeds, and IPL’s and WPL’s FTRs, natural gas option contracts and certain commodity contracts that are valued using indicative price quotations with shaping assumptions.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.

Recurring Fair Value Measurements -Disclosure requirements for Alliant Energy’s, IPL’s and WPL’s recurring items subject to fair value measurements at June 30, 2011 and Dec. 31, 2010 were as follows (in millions):

Alliant Energy	June 30, 2011								Dec. 31, 2010
	Fair		Level		Level		Level		Fair		Level		Level		Level
	Value		1		2		3		Value		1		2		3
Assets:
Money market fund investments	$	46.3	$	46.3	$	—	$	—	$	128.3	$	128.3	$	—	$	—
Derivative assets:
Commodity contracts		29.4		—		8.0		21.4		16.1		—		10.0		6.1
Foreign exchange contracts		2.1		—		—		2.1		4.8		—		—		4.8
Total derivative assets		31.5		—		8.0		23.5		20.9		—		10.0		10.9
Deferred proceeds		66.4		—		—		66.4		152.9		—		—		152.9
Available-for-sale securities		2.0		0.8		1.1		0.1		2.1		0.6		1.4		0.1
Liabilities:
Derivative liabilities:
Commodity contracts		38.8		—		35.5		3.3		67.2		—		63.9		3.3
Foreign exchange contracts		—		—		—		—		0.1		—		—		0.1
Total derivative liabilities		38.8		—		35.5		3.3		67.3		—		63.9		3.4

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IPL	June 30, 2011								Dec. 31, 2010
	Fair		Level		Level		Level		Fair		Level		Level		Level
	Value		1		2		3		Value		1		2		3
Assets:
Money market fund investments	$	—	$	—	$	—	$	—	$	5.6	$	5.6	$	—	$	—
Derivative assets:
Commodity contracts		21.2		—		3.5		17.7		8.1		—		3.6		4.5
Foreign exchange contracts		—		—		—		—		4.8		—		—		4.8
Total derivative assets		21.2		—		3.5		17.7		12.9		—		3.6		9.3
Deferred proceeds		66.4		—		—		66.4		152.9		—		—		152.9
Available-for-sale securities		2.0		0.8		1.1		0.1		2.1		0.6		1.4		0.1
Liabilities:
Derivative liabilities:
Commodity contracts		11.7		—		11.5		0.2		24.0		—		23.8		0.2
WPL	June 30, 2011								Dec. 31, 2010
	Fair		Level		Level		Level		Fair		Level		Level		Level
	Value		1		2		3		Value		1		2		3
Assets:
Money market fund investments	$	11.1	$	11.1	$	—	$	—	$	—	$	—	$	—	$	—
Derivative assets:
Commodity contracts		8.2		—		4.5		3.7		8.0		—		6.4		1.6
Liabilities:
Derivative liabilities:
Commodity contracts		27.1		—		24.0		3.1		43.2		—		40.1		3.1
Foreign exchange contracts		—		—		—		—		0.1		—		—		0.1
Total derivative liabilities		27.1		—		24.0		3.1		43.3		—		40.1		3.2

Additional information for Alliant Energy’s, IPL’s and WPL’s recurring fair value measurements using significant unobservable inputs (Level 3 inputs) for the three and six months ended June 30 was as follows (in millions):

Alliant Energy	Derivative Assets and (Liabilities), net
	Commodity						Foreign				Deferred					Available-for-sale
	Contracts						Contracts				Proceeds					Securities
Three months ended June 30	2011			2010			2011		2010		2011			2010		2011		2010
Beginning balance, April 1	($	1.1	)	($	1.8	)	$	2.1	$	7.3	$	129.8		$	—	$	0.1	$	0.1
Total gains (realized/unrealized) included in changes in net assets (a)		0.5			13.9			—		—		—			—		—		—
Transfers in and/or out of Level 3 (b)		0.3			0.6			—		—		—			—		—		—
Purchases		21.8			—			—		—		—			—		—		—
Settlements (c)		(3.4	)		(2.4	)		—		0.6		(63.4	)		68.1		—		—
Ending balance, June 30	$	18.1		$	10.3		$	2.1	$	7.9	$	66.4		$	68.1	$	0.1	$	0.1
The amount of total gains for the period included in changes in net assets attributable to the change in unrealized gains relating to assets and liabilities held at June 30 (a)	$	0.5		$	13.9		$	—	$	—	$	—		$	—	$	—	$	—

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Alliant Energy	Derivative Assets and (Liabilities), net
	Commodity						Foreign					Deferred					Available-for-sale
	Contracts						Contracts					Proceeds					Securities
Six months ended June 30	2011			2010			2011			2010		2011			2010		2011		2010
Beginning balance, Jan. 1	$	2.8		$	2.6		$	4.7		$	3.1	$	152.9		$	—	$	0.1	$	0.1
Total gains (realized/unrealized) included in changes in net assets (a)		0.1			12.2			—			3.8		—			—		—		—
Transfers in and/or out of Level 3 (b)		0.2			(0.1	)		—			—		—			—		—		—
Purchases		21.8			—			—			—		—			—		—		—
Settlements (c)		(6.8	)		(4.4	)		(2.6	)		1.0		(86.5	)		68.1		—		—
Ending balance, June 30	$	18.1		$	10.3		$	2.1		$	7.9	$	66.4		$	68.1	$	0.1	$	0.1
The amount of total gains for the period included in changes in net assets attributable to the change in unrealized gains relating to assets and liabilities held at June 30 (a)	$	0.1		$	12.2		$	—		$	3.8	$	—		$	—	$	—	$	—
IPL	Derivative Assets and (Liabilities), net
	Commodity						Foreign					Deferred					Available-for-sale
	Contracts						Contracts					Proceeds					Securities
Three months ended June 30	2011			2010			2011			2010		2011			2010		2011		2010
Beginning balance, April 1	$	1.4		$	0.6		$	2.1		$	8.4	$	129.8		$	—	$	0.1	$	0.1
Total gains (realized/unrealized) included in changes in net assets (a)		0.7			10.7			—			—		—			—		—		—
Purchases		18.1			—			—			—		—			—		—		—
Sales (d)		—			—			(2.1	)		—		—			—		—		—
Settlements (c)		(2.7	)		(1.6	)		—			—		(63.4	)		68.1		—		—
Ending balance, June 30	$	17.5		$	9.7		$	—		$	8.4	$	66.4		$	68.1	$	0.1	$	0.1
The amount of total gains for the period included in changes in net assets attributable to the change in unrealized gains relating to assets and liabilities held at June 30 (a)	$	0.7		$	10.7		$	—		$	—	$	—		$	—	$	—	$	—
IPL	Derivative Assets and (Liabilities), net
	Commodity						Foreign					Deferred					Available-for-sale
	Contracts						Contracts					Proceeds					Securities
Six months ended June 30	2011			2010			2011			2010		2011			2010		2011		2010
Beginning balance, Jan. 1	$	4.3		$	1.4		$	4.8		$	4.6	$	152.9		$	—	$	0.1	$	0.1
Total gains (realized/unrealized) included in changes in net assets (a)		0.5			10.6			—			3.8		—			—		—		—
Purchases		18.1			—			—			—		—			—		—		—
Sales (d)		—			—			(2.1	)		—		—			—		—		—
Settlements (c)		(5.4	)		(2.3	)		(2.7	)		—		(86.5	)		68.1		—		—
Ending balance, June 30	$	17.5		$	9.7		$	—		$	8.4	$	66.4		$	68.1	$	0.1	$	0.1
The amount of total gains for the period included in changes in net assets attributable to the change in unrealized gains relating to assets and liabilities held at June 30 (a)	$	0.5		$	10.6		$	—		$	3.8	$	—		$	—	$	—	$	—

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WPL	Derivative Assets and (Liabilities), net
	Commodity						Foreign
	Contracts						Contracts
Three months ended June 30	2011			2010			2011			2010
Beginning balance, April 1	($	2.5	)	($	2.4	)	$	—		($	1.1	)
Total gains or (losses) (realized/unrealized) included in changes in net assets (a)		(0.2	)		3.2			—			—
Transfers in and/or out of Level 3 (b)		0.3			0.6			—			—
Purchases		3.7			—			—			—
Settlements		(0.7	)		(0.8	)		—			0.6
Ending balance, June 30	$	0.6		$	0.6		$	—		($	0.5	)
The amount of total gains or (losses) for the period included in changes in net assets attributable to the change in unrealized gains or (losses) relating to assets and liabilities held at June 30 (a)	($	0.2	)	$	3.2		$	—		$	—
WPL	Derivative Assets and (Liabilities), net
	Commodity						Foreign
	Contracts						Contracts
Six months ended June 30	2011			2010			2011			2010
Beginning balance, Jan. 1	($	1.5	)	$	1.2		($	0.1	)	($	1.5	)
Total gains or (losses) (realized/unrealized) included in changes in net assets (a)		(0.4	)		1.6			—			—
Transfers in and/or out of Level 3 (b)		0.2			(0.1	)		—			—
Purchases		3.7			—			—			—
Settlements		(1.4	)		(2.1	)		0.1			1.0
Ending balance, June 30	$	0.6		$	0.6		$	—		($	0.5	)
The amount of total gains or (losses) for the period included in changes in net assets attributable to the change in unrealized gains or (losses) relating to assets and liabilities held at June 30 (a)	($	0.4	)	$	1.6		$	—		$	—

(a) Gains and losses related to derivative assets and liabilities are recorded in “Regulatory assets” and “Regulatory liabilities” on the Condensed Consolidated Balance Sheets.

(b) Observable market inputs became available for certain commodity contracts previously classified as Level 3. The transfers were valued as of the beginning of the period.

(c) 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 proceeds received from the receivables sold.

(d) The foreign exchange contract was transferred from IPL to Resources in connection with the sale of wind project assets in the second quarter of 2011.

(10) DERIVATIVE INSTRUMENTS

Commodity and Foreign Exchange Derivatives -

Purpose -Alliant Energy, IPL and WPL periodically use derivative instruments for risk management purposes to mitigate exposures to fluctuations in certain commodity prices, transmission congestion costs and currency exchange rates. Alliant Energy’s, IPL’s and WPL’s derivative instruments as of June 30, 2011 and Dec. 31, 2010 were not designated as hedging instruments. Alliant Energy’s, IPL’s and WPL’s derivative instruments as of June 30, 2011 and Dec. 31, 2010 included electric physical forward purchase contracts and swap contracts to mitigate pricing volatility for the electricity purchased to supply to their customers; electric physical forward sale contracts to offset long positions created by reductions in electricity demand forecasts; natural gas swap contracts to mitigate pricing volatility for the fuel used to supply to the natural gas-fired electric generating facilities they operate; natural gas options to mitigate price increases during periods of high demand or lack of supply; FTRs acquired to manage transmission congestion costs; natural gas physical forward purchase and swap contracts to mitigate pricing volatility for natural gas supplied to their retail customers; and embedded foreign currency derivatives related to Euro-denominated payment terms included in the wind turbine supply contract with Vestas.

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Notional Amounts -As of June 30, 2011, Alliant Energy, IPL and WPL had notional amounts related to outstanding swap contracts, physical forward contracts and FTRs that were accounted for as derivative instruments as follows (units in thousands):

	2011		2012		2013		2014		Total
Alliant Energy
Commodity:
Electricity (megawatt-hours (MWhs))		1,434		1,648		204		—		3,286
FTRs (MWs)		30		23		—		—		53
Natural gas (dekatherms (Dths))		33,582		19,812		4,673		450		58,517
IPL
Commodity:
Electricity (MWhs)		488		789		—		—		1,277
FTRs (MWs)		17		14		—		—		31
Natural gas (Dths)		23,055		8,232		2,100		225		33,612
WPL
Commodity:
Electricity (MWhs)		946		859		204		—		2,009
FTRs (MWs)		13		9		—		—		22
Natural gas (Dths)		10,449		11,580		2,573		225		24,827

The notional amounts in the above table were computed by aggregating the absolute value of purchase and sale positions within commodities for each year.

Financial Statement Presentation -Alliant Energy, IPL and WPL record derivative instruments at fair value each reporting date on the balance sheet as assets or liabilities. At June 30, 2011 and Dec. 31, 2010, the fair values of current derivative assets were included in “Derivative assets,” non-current derivative assets were included in “Deferred charges and other,” current derivative liabilities were included in “Derivative liabilities” and non-current derivative liabilities were included in “Other long-term liabilities and deferred credits” on the Condensed Consolidated Balance Sheets as follows (in millions):

	Alliant Energy				IPL				WPL
	June 30,		Dec. 31,		June 30,		Dec. 31,		June 30,		Dec. 31,
	2011		2010		2011		2010		2011		2010
Current derivative assets
Commodity contracts	$	26.6	$	14.3	$	20.1	$	7.8	$	6.5	$	6.5
Foreign exchange contracts		2.1		4.8		—		4.8		—		—
	$	28.7	$	19.1	$	20.1	$	12.6	$	6.5	$	6.5
Non-current derivative assets
Commodity contracts	$	2.8	$	1.8	$	1.1	$	0.3	$	1.7	$	1.5
Current derivative liabilities
Commodity contracts	$	30.3	$	55.2	$	10.9	$	23.0	$	19.4	$	32.2
Foreign exchange contracts		—		0.1		—		—		—		0.1
	$	30.3	$	55.3	$	10.9	$	23.0	$	19.4	$	32.3
Non-current derivative liabilities
Commodity contracts	$	8.5	$	12.0	$	0.8	$	1.0	$	7.7	$	11.0

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Alliant Energy, IPL and WPL generally record gains and losses from IPL’s and WPL’s derivative instruments with offsets to regulatory assets or regulatory liabilities, based on their fuel and natural gas cost recovery mechanisms, as well as other specific regulatory authorizations. For the three and six months ended June 30, 2011 and 2010, gains and losses from derivative instruments not designated as hedging instruments were recorded as follows (in millions):

		Gains (Losses)
	Location Recorded	Alliant Energy						IPL						WPL
	on Balance Sheets	2011			2010			2011			2010			2011			2010
Three months ended June 30
Commodity contracts	Regulatory assets	($	5.3	)	$	13.8		($	3.0	)	$	6.3		($	2.3	)	$	7.5
Commodity contracts	Regulatory liabilities		3.4			(1.5	)		2.4			(0.5	)		1.0			(1.0	)
Six months ended June 30
Commodity contracts	Regulatory assets		(9.3	)		(39.2	)		(5.4	)		(25.8	)		(3.9	)		(13.4	)
Commodity contracts	Regulatory liabilities		4.9			6.0			3.2			7.3			1.7			(1.3	)
Foreign exchange contracts	Regulatory liabilities		—			3.8			—			3.8			—			—

Losses from commodity contracts in the first half of 2010 were primarily due to impacts of decreases in electricity and natural gas prices during such period.

Credit Risk-related Contingent Features -Alliant Energy, IPL and WPL have entered into various agreements that contain credit risk-related contingent features including requirements for them to maintain certain credit ratings from each of the major credit rating agencies and limitations on their liability positions under the various agreements based upon their credit ratings. In the event of a downgrade in their credit ratings or if their liability positions exceed certain contractual limits, Alliant Energy, IPL or WPL may need to provide credit support in the form of letters of credit or cash collateral up to the amount of their exposure under the contracts, or may need to unwind the contracts and pay the underlying liability positions.

Certain of these agreements with credit risk-related contingency features are accounted for as derivative instruments. The aggregate fair value of all derivatives with credit risk-related contingent features that were in a net liability position on June 30, 2011 was $38.8 million, $11.7 million and $27.1 million for Alliant Energy, IPL and WPL, respectively. At June 30, 2011, Alliant Energy, IPL and WPL all had investment-grade credit ratings. However, IPL exceeded its liability position with one counterparty requiring it to post $1.3 million of cash collateral. If the most restrictive credit risk-related contingent features for derivative agreements in a net liability position were triggered on June 30, 2011, Alliant Energy, IPL and WPL would be required to post an additional $37.5 million, $10.4 million and $27.1 million, respectively, of credit support to their counterparties.

(11) COMMITMENTS AND CONTINGENCIES

(a) Capital Purchase Obligations -Alliant Energy has entered into capital purchase obligations that contain minimum future commitments related to capital expenditures for its remaining wind project. The obligations are related to capital purchase obligations under a master supply agreement executed in 2008 with Vestas for the purchase of 500 MW of wind turbine generator sets and related equipment to support wind generation plans. At June 30, 2011, Resources’ minimum future commitments related to these capital expenditures were $32 million.

(b) Operating Expense Purchase Obligations - Alliant Energy, IPL and WPL have entered into various commodity supply, transportation and storage contracts to meet their obligations to deliver electricity and natural gas to IPL’s and WPL’s utility customers. Alliant Energy, IPL and WPL also enter into other operating expense purchase obligations with various vendors for other goods and services. At June 30, 2011, Alliant Energy’s, IPL’s and WPL’s minimum future commitments related to these operating expense purchase obligations were as follows (in millions):

	Alliant Energy		IPL		WPL
Purchased power (a):
DAEC (IPL)	$	501	$	501	$	—
Kewaunee Nuclear Power Plant (Kewaunee) (WPL)		180		—		180
Other		37		14		23
		718		515		203
Natural gas		342		155		187
Coal (b)		386		116		72
SO2 emission allowances (c)		34		34		—
Other (d)		117		21		24
	$	1,597	$	841	$	486

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(a) Includes payments required by purchased power agreements (PPAs) for capacity rights and minimum quantities of MWhs required to be purchased. Excludes contracts that are considered operating leases.

(b) Corporate Services entered into system-wide coal contracts on behalf of IPL and WPL that include minimum future commitments of $198 million that have not been directly assigned to IPL and WPL since the specific needs of each utility were not yet known as of June 30, 2011.

(c) IPL previously entered into forward contracts to purchase SO2 emission allowances with vintage years of 2014 through 2017 from various counterparties for $34 million. Any SO2 emission allowances acquired under these forward contracts may be used to meet requirements under the existing Acid Rain Program regulations or the more stringent Clean Air Interstate Rule (CAIR) emission reduction standards. However, any emission allowances acquired under these forward contracts are not eligible to be used for compliance requirements under the CSAPR issued by the EPA in July 2011. Existing CAIR compliance requirements remain in effect until CSAPR compliance requirements supersede them effective Jan. 1, 2012. Alliant Energy and IPL currently believe the allowances acquired under these forward contracts will not be needed by IPL to comply with Acid Rain Program regulations and the current value of these allowances is significantly below the $34 million contract price for these allowances. As a result, Alliant Energy and IPL may record losses for these forward contracts in the third quarter of 2011, the timing of which is consistent with the period in which the EPA issued the CSAPR. IPL currently anticipates receiving regulatory recovery for a substantial portion of any losses from these forward contracts.

(d) Includes individual commitments incurred during the normal course of business that exceeded $1 million at June 30, 2011.

(c) Legal Proceedings -

Air Permitting Violation Claims -In September 2010, Sierra Club filed in U.S. District Court for the Western District of Wisconsin a complaint against WPL, as owner and operator of the Nelson Dewey Generating Station (Nelson Dewey) and the Columbia Energy Center (Columbia), based on allegations that modifications were made at the facilities without complying with the Prevention of Significant Deterioration (PSD) program requirements, Title V Operating Permit requirements of the Clean Air Act (CAA) and state regulatory counterparts contained within the Wisconsin state implementation plan (SIP) designed to implement the CAA. In October 2010, WPL responded to these claims related to Nelson Dewey and Columbia by filing with the U.S. District Court an answer denying the Columbia allegations and a motion to dismiss the Nelson Dewey allegations based on statute of limitations arguments. In November 2010, WPL filed a motion to dismiss the Nelson Dewey and Columbia allegations based on lack of jurisdiction. Sierra Club has responded to the motions. WPL and Sierra Club are currently exchanging and responding to discovery requests. The parties have requested a stay of proceedings to explore settlement options, which is pending with the U.S. District Court. The trial date has been scheduled for April 2012.

In September 2010, Sierra Club filed in U.S. District Court for the Eastern District of Wisconsin a complaint against WPL, as owner and operator of the Edgewater Generating Station (Edgewater), which contained similar allegations regarding air permitting violations at Edgewater. In the Edgewater complaint, additional allegations were made regarding violations of emission limits for visible emissions. In February 2011, WPL responded to these claims related to Edgewater by filing with the U.S. District Court an answer denying the allegations and a motion to dismiss the allegations based on lack of jurisdiction. No trial date or scheduling order has yet been set in this case.

In December 2009, the EPA sent a Notice of Violation (NOV) to WPL as an owner and the operator of Edgewater, Nelson Dewey and Columbia. The NOV alleges that the owners failed to comply with appropriate pre-construction review and permitting requirements and as a result violated the PSD program requirements, Title V Operating Permit requirements of the CAA and the Wisconsin SIP.

In response to similar EPA CAA enforcement initiatives, certain utilities have elected to settle with the EPA, while others have elected to litigate. If the EPA and/or Sierra Club successfully prove their claims that projects completed in the past at Edgewater, Nelson Dewey and Columbia required either a state or federal CAA permit, WPL may, under the applicable statutes, be required to pay civil penalties in amounts of up to $37,500 per day for each violation and/or complete actions for injunctive relief. Payment of fines and/or injunctive relief could be included in a settlement outcome. Injunctive relief contained in settlements or court-ordered remedies for other utilities required the installation of pollution control technology, changed operating conditions including use of alternative fuels other than coal, caps for emissions and limitations on generation including retirement of generating units, and other supplemental environmental projects. If similar remedies are required for final resolution of these matters at Edgewater, Nelson Dewey and Columbia, Alliant Energy and WPL would incur additional capital and operating expenditures. Alliant Energy and WPL are currently reviewing the allegations and are unable to predict the impact of the allegations on their financial condition or results of operations, but believe that an adverse

36

outcome could be significant. WPL and the other owners of Edgewater and Columbia are exploring settlement options while simultaneously defending against these allegations. Alliant Energy and WPL believe the projects at Edgewater, Nelson Dewey and Columbia were routine or not projected to increase emissions and therefore did not violate the permitting requirements of the CAA.

Alliant Energy and WPL are not able to estimate the possible loss or range of possible loss related to these air permit violation claims given the various litigation and settlement scenarios being pursued to resolve this contingency as well as uncertainty regarding which, if any, allegations will be determined to be violations and the nature and cost of any fines and injunctive relief that could be required to resolve any violations. Alliant Energy and WPL do not currently believe any losses from these air permitting violation claims are both probable and reasonably estimated, and therefore have not recognized any related loss contingency amounts as of June 30, 2011.

Alliant Energy Cash Balance Pension Plan (Plan) -In February 2008, a class action lawsuit was filed against the Plan in U.S. District Court for the Western District of Wisconsin (Court). The complaint alleges that certain Plan participants who received distributions prior to their normal retirement age did not receive the full benefit to which they were entitled in violation of the Employee Retirement Income Security Act of 1974 because the Plan applied an improper interest crediting rate to project the cash balance account to their normal retirement age. The majority of these Plan participants are individuals who, prior to normal retirement age, received a cash balance lump sum distribution or received any form of distribution calculated under the Plan’s prior formula after that benefit was determined to be more valuable than their benefit calculated under the Plan’s cash balance formula. The Court certified two subclasses of plaintiffs that in aggregate include all persons vested or partially vested in the Plan who received these distributions from Jan. 1, 1998 through Aug. 17, 2006 including: 1) persons who received distributions from Jan. 1, 1998 through Feb. 28, 2002; and 2) persons who received distributions from March 1, 2002 through Aug. 17, 2006. In June 2010, the Court issued an opinion and order that granted the plaintiffs’ motion for summary judgment on liability in the lawsuit and decided with respect to damages that prejudgment interest on damages will be allowed. In December 2010, the Court issued an opinion and order that decided the interest crediting rate that the Plan used to project the cash balance accounts of the plaintiffs during the class period should have been 8.2% and a pre-retirement mortality discount will not apply to the damages calculation. In March 2011, the Court issued an opinion and order that prejudgment interest on damages will be calculated using the average prime rate, compounded annually, from the date that the Plan failed to make the total required payment to a particular participant through the date of the final judgment. The parties are currently in the process of calculating damages owed to class members, have presented additional evidence to the Court and have been engaging in additional briefing on damages. The Plan is contesting the Court’s adverse decisions and intends to pursue legal avenues in light of a recent ruling by the Court of Appeals for the Seventh Circuit in a similar case, which may include filing motions before the Court or seeking an appeal after the final judgment is rendered by the Court. Based on opinions and orders issued by the Court to date, the likely outcome of motions pending before the Court, the $9 million of additional benefits already paid by the Plan in August 2011, and a recent ruling by the Court of Appeals for the Seventh Circuit in a similar case, the Plan currently estimates that the final judgment of damages by the Court may be approximately $6 million, which does not include any award for plaintiffs’ attorney’s fees or costs. Alliant Energy, IPL and WPL have not recognized any potential liability for final judgment of damages from the lawsuit while this matter is being contested. Alliant Energy, IPL and WPL are currently unable to predict the final outcome of the class action lawsuit or the ultimate impact on their financial condition or results of operations but believe an adverse outcome could have a material effect on their retirement plan funding and expense.

The interest crediting rate used to project the cash balance account to participants’ normal retirement age has also been considered by the IRS as part of its review of Alliant Energy’s request for a favorable determination letter with respect to the tax-qualified status of the Plan. Alliant Energy reached an agreement with the IRS, which resulted in a favorable determination letter for the Plan during the first quarter of 2011. The agreement with the IRS required Alliant Energy to amend the Plan in the second quarter of 2011 resulting in $9 million of aggregate additional benefits paid to certain former participants in the Plan in August 2011. The $9 million of aggregate payments are in addition to any final judgment of damages by the Court in the case discussed above. Refer to Note 5(a) for discussion of the additional benefits costs recognized by Alliant Energy, IPL and WPL in the second quarter of 2011 related to the $9 million of benefit payments.

Enerfab Contract -In January 2011, IPL filed a lawsuit in U.S. District Court for the Northern District of Iowa alleging breach of contract against Enerfab, Inc. (Enerfab). The lawsuit alleged that Enerfab, the contractor for extensive work at IPL’s Lansing Generating Station (Lansing), sought payment in excess of the contracted amount. The lawsuit was filed to adjudicate the amounts actually owed by IPL to Enerfab and other subcontractors. In June 2011, the parties reached a settlement regarding IPL’s remaining obligation to Enerfab. As of June 30, 2011, Alliant Energy and IPL recognized a liability for the settlement amount, which was paid by IPL to Enerfab in August 2011.

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(d) Guarantees and Indemnifications - Alliant Energy provided indemnifications associated with various sales of its non-regulated businesses/assets for losses resulting from potential breach of the representations and warranties made by Alliant Energy on the sale dates and for the breach of its obligations under the sale agreements. Alliant Energy believes the likelihood of having to make any material cash payments under these indemnifications is remote. Alliant Energy recorded liabilities of $1 million related to these indemnifications as of June 30, 2011. The terms of the indemnifications provided by Alliant Energy at June 30, 2011 for the various sales were generally as follows (in millions):

Businesses/Assets Sold	Disposal Date	Maximum Limit	Expiration Date
New Zealand	Fourth quarter of 2006	$174 (a)	March 2012
Mexico	Second quarter of 2007	20	June 2012

(a) Based on exchange rate at June 30, 2011

Alliant Energy also continues to guarantee the abandonment obligations of Whiting Petroleum Corporation under the Point Arguello partnership agreements. The guarantee does not include a maximum limit. As of June 30, 2011, the present value of the abandonment obligations is estimated at $31 million. Alliant Energy believes that no payments will be made under this guarantee.

(e) Environmental Matters -

Manufactured gas plant (MGP) Sites -IPL and WPL have current or previous ownership interests in 40 and 14 sites, respectively, previously associated with the production of gas for which they may be liable for investigation, remediation and monitoring costs relating to the sites. IPL and WPL have received letters from state environmental agencies requiring no further action at ten and eight sites, respectively. Additionally, IPL has met state environmental agency expectations at three additional sites requiring no further action for soil remediation. 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 the sites in order to protect public health and the environment.

Alliant Energy, IPL and WPL record environmental liabilities related to these MGP sites based upon periodic studies. Such amounts are based on the best current estimate of the remaining amount to be incurred for investigation, remediation and monitoring costs for those sites where the investigation process has been or is substantially completed, and the minimum of the estimated cost range for those sites where the investigation is in its earlier stages. There are inherent uncertainties associated with the estimated remaining costs for MGP projects primarily due to unknown site conditions and potential changes in regulatory agency requirements. It is possible that future cost estimates will be greater than current estimates as the investigation process proceeds and as additional facts become known. The amounts recognized as liabilities are reduced for expenditures incurred and are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their fair value. Management currently estimates the range of remaining costs to be incurred for the investigation, remediation and monitoring of Alliant Energy’s sites to be $20 million ($16 million for IPL and $4 million for WPL) to $46 million ($40 million for IPL and $6 million for WPL). At June 30, 2011, Alliant Energy, IPL and WPL recorded $35 million, $30 million and $5 million, respectively, in current and non-current environmental liabilities for their remaining costs to be incurred for these MGP sites.

Other Environmental Contingencies -In addition to the environmental liabilities discussed above, Alliant Energy, IPL and WPL are also monitoring various environmental regulations and requirements that may have a significant impact on their future operations. Given uncertainties regarding the outcome, timing and compliance plans for these environmental matters, Alliant Energy, IPL and WPL are currently unable to determine the complete financial impact of these matters but do believe that future capital investments and/or modifications to their electric generating facilities to comply with these matters could be significant. Specific current, proposed or potential environmental matters that may require significant future expenditures by Alliant Energy, IPL and WPL include, among others: CAIR, CSAPR, Clean Air Visibility Rule, Utility Maximum Achievable Control Technology (MACT) Rule, Wisconsin State Mercury Rule, Wisconsin Reasonably Available Control Technology Rule, Ozone National Ambient Air Quality Standard (NAAQS) Rule, Fine Particle NAAQS Rule, Nitrogen Dioxide NAAQS Rule, SO2 NAAQS Rule, Industrial Boiler and Process Heater MACT Rule, Federal Clean Water Act including Section 316(b), Wisconsin State Thermal Rule, Hydroelectric Fish Passage Devices, Coal Combustion Residuals, Polychlorinated Biphenyls, and various legislation and EPA regulations to monitor and regulate the emission of GHG including EPA New Source Performance Standard for GHG Emissions from Electric Utilities and EPA GHG Tailoring Rule.

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Air Quality -

CSAPR (formerly known as the Clear Air Transport Rule (CATR)) requires SO2 and NOx emissions reductions from IPL’s and WPL’s fossil-fueled EGUs with greater than 25 MW of capacity located in Iowa, Minnesota and Wisconsin. Existing CAIR compliance requirements remain effective through 2011, and then are replaced with CSAPR compliance requirements beginning in 2012.

(12) 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. Refer to Note 1(c) for details regarding IPL’s sale of certain wind project assets to Resources in 2011, which decreased the assets of the “Utility - Other” segment and increased the assets of the “Non-regulated, Parent and Other - Other” segment.

										Non-regulated,						Alliant
	Utility									Parent and Other						Energy
	Electric		Gas		Other			Total		RMT			Other			Consolidated
	(in millions)
Three Months Ended June 30, 2011
Operating revenues	$	620.5	$	67.1	$	13.3		$	700.9	$	107.0		$	11.6		$	819.5
Operating income		62.2		0.9		0.9			64.0		1.4			6.6			72.0
Net income attributable to Alliant Energy common shareowners									21.8		0.8			28.5			51.1
Three Months Ended June 30, 2010
Operating revenues		627.3		59.5		15.4			702.2		28.6			10.8			741.6
Operating income (loss)		95.0		1.1		1.4			97.5		(1.1	)		4.3			100.7
Amounts attributable to Alliant Energy common shareowners:
Income (loss) from continuing operations, net of tax									46.7		(0.7	)		2.0			48.0
Loss from discontinued operations, net of tax									—		—			(0.2	)		(0.2	)
Net income (loss) attributable to Alliant Energy common shareowners									46.7		(0.7	)		1.8			47.8
										Non-regulated,						Alliant
	Utility									Parent and Other						Energy
	Electric		Gas		Other			Total		RMT			Other			Consolidated
	(in millions)
Six Months Ended June 30, 2011
Operating revenues	$	1,240.8	$	296.1	$	30.0		$	1,566.9	$	174.8		$	22.8		$	1,764.5
Operating income (loss)		151.5		36.8		(2.4	)		185.9		1.9			12.0			199.8
Amounts attributable to Alliant Energy common shareowners:
Income from continuing operations, net of tax									87.1		1.0			35.2			123.3
Income from discontinued operations, net of tax									—		—			1.3			1.3
Net income attributable to Alliant Energy common shareowners									87.1		1.0			36.5			124.6
Six Months Ended June 30, 2010
Operating revenues		1,232.2		284.4		33.0			1,549.6		62.0			20.2			1,631.8
Operating income (loss)		167.2		36.7		1.6			205.5		(3.7	)		7.9			209.7
Amounts attributable to Alliant Energy common shareowners:
Income (loss) from continuing operations, net of tax									88.7		(2.3	)		5.0			91.4
Loss from discontinued operations, net of tax									—		—			(0.2	)		(0.2	)
Net income (loss) attributable to Alliant Energy common shareowners									88.7		(2.3	)		4.8			91.2

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IPL -Certain financial information relating to IPL’s business segments is as follows. Intersegment revenues were not material to IPL’s operations. Refer to Note 1(c) for details regarding IPL’s sale of certain wind project assets to Resources in 2011, which decreased the assets of the “Other” segment.

	Electric		Gas		Other		Total
	(in millions)
Three Months Ended June 30, 2011
Operating revenues	$	323.9	$	38.7	$	11.5	$	374.1
Operating income		16.9		0.6		1.0		18.5
Earnings available (loss) for common stock								(2.3	)
Three Months Ended June 30, 2010
Operating revenues		344.8		31.1		13.4		389.3
Operating income		43.3		—		1.9		45.2
Earnings available for common stock								17.4
Six Months Ended June 30, 2011
Operating revenues		654.1		170.6		26.9		851.6
Operating income		44.8		16.4		4.4		65.6
Earnings available for common stock								19.4
Six Months Ended June 30, 2010
Operating revenues		654.4		159.8		29.6		843.8
Operating income		61.8		18.8		2.9		83.5
Earnings available for common stock								23.2

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

	Electric		Gas		Other			Total
	(in millions)
Three Months Ended June 30, 2011
Operating revenues	$	296.6	$	28.4	$	1.8		$	326.8
Operating income (loss)		45.3		0.3		(0.1	)		45.5
Earnings available for common stock									24.1
Three Months Ended June 30, 2010
Operating revenues		282.5		28.4		2.0			312.9
Operating income (loss)		51.7		1.1		(0.5	)		52.3
Earnings available for common stock									29.3
Six Months Ended June 30, 2011
Operating revenues		586.7		125.5		3.1			715.3
Operating income (loss)		106.7		20.4		(6.8	)		120.3
Earnings available for common stock									67.7
Six Months Ended June 30, 2010
Operating revenues		577.8		124.6		3.4			705.8
Operating income (loss)		105.4		17.9		(1.3	)		122.0
Earnings available for common stock									65.5

(13) GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill -At Dec. 31, 2010, Alliant Energy had $3 million of goodwill related to RMT’s environmental business unit included in “Other assets - deferred charges and other” on its Condensed Consolidated Balance Sheet. In the second quarter of 2011, RMT sold its environmental business unit, which resulted in the elimination of this goodwill from Alliant Energy’s Condensed Consolidated Balance Sheet. Refer to Note 14 for additional information on the sale of RMT’s environmental business unit.

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Emission Allowances -The gross carrying amount and accumulated amortization of emission allowances were recorded as intangible assets in “Other assets - deferred charges and other” on the Condensed Consolidated Balance Sheets as follows (in millions):

	Alliant Energy				IPL				WPL
	June 30,		Dec. 31,		June 30,		Dec. 31,		June 30,		Dec. 31,
	2011		2010		2011		2010		2011		2010
Gross carrying amount	$	35.3	$	50.9	$	34.8	$	47.0	$	0.5	$	3.9
Accumulated amortization		7.0		16.5		6.5		13.1		0.5		3.4

Amortization expense for emission allowances for the three and six months ended June 30 was recorded in “Electric production fuel and energy purchases” in the Condensed Consolidated Statements of Income as follows (in millions):

	Alliant Energy								IPL								WPL
	Three Months				Six Months				Three Months				Six Months				Three Months				Six Months
	2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010
Amortization expense	$	2.3	$	4.0	$	7.0	$	9.5	$	2.3	$	2.8	$	6.5	$	6.5	$	—	$	1.2	$	0.5	$	3.0

At June 30, 2011, estimated amortization expense for calendar years 2011 through 2015 for emission allowances was as follows (in millions):

	2011		2012		2013		2014		2015
IPL	$	11.2	$	9.8	$	7.7	$	6.1	$	—
WPL		0.5		—		—		—		—
Alliant Energy	$	11.7	$	9.8	$	7.7	$	6.1	$	—

The emission allowances disclosed above are utilized for Acid Rain and CAIR program compliance and are not eligible to be used for compliance requirements under the CSAPR issued by the EPA in July 2011. Existing CAIR compliance requirements remain in effect until CSAPR compliance requirements supersede them effective Jan. 1, 2012. Alliant Energy and IPL are currently evaluating the effect of the CSAPR on the carrying value of their emission allowances. Based on the provisions of the CSAPR, Alliant Energy and IPL currently believe the majority of IPL’s emission allowances recorded as of June 30, 2011 will not be needed by IPL to comply with CAIR program regulations in 2011 and Acid Rain program regulations after 2011. As a result, Alliant Energy and IPL may record impairments of the intangible assets for these emission allowances in the third quarter of 2011, the timing of which is consistent with the period in which the EPA issued the CSAPR. Alliant Energy and IPL also have regulatory liabilities related to these emission allowances recorded as of June 30, 2011 that may be reduced in the third quarter of 2011. Alliant Energy and IPL expect that any impairments recorded for these intangible assets will be offset by reductions in the related regulatory liabilities and therefore will not impact results of operations. The estimated amortization expense disclosed above was based on information available as of June 30, 2011 and does not reflect the impact of the CSAPR issued in July 2011 on future estimated amortization projections.

(14) DISCONTINUED OPERATIONS

In March 2011, Alliant Energy sold its Industrial Energy Applications, Inc. (IEA) business to narrow its strategic focus and risk profile and received net proceeds of $5 million. IEA was included in Alliant Energy’s “Non-regulated, Parent and Other - Other” segment. The operating results of IEA have been separately classified and reported as discontinued operations in Alliant Energy’s Condensed Consolidated Statements of Income. A summary of the components of discontinued operations in Alliant Energy’s Condensed Consolidated Statements of Income for the three and six months ended June 30 was as follows (in millions):

	Three Months					Six Months
	2011		2010			2011			2010
Operating revenues	$	—	$	1.8		$	1.1		$	3.0
Operating expenses		—		0.8			0.6			1.7
Gain on sale of IEA		—		—			(2.5	)		—
Interest expense and other		—		0.1			—			0.2
Income before income taxes		—		0.9			3.0			1.1
Income taxes		—		1.1			1.7			1.3
Income (loss) from discontinued operations, net of tax	$	—	($	0.2	)	$	1.3		($	0.2	)

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In June 2011, RMT sold its environmental business unit and received net proceeds of $12 million. RMT’s environmental business unit was included in Alliant Energy’s “Non-regulated, Parent and Other - RMT” segment. The operating results of RMT’s environmental business unit and the gain realized from the sale of RMT’s environmental business unit were not material and therefore have not been separately classified and reported as discontinued operations in Alliant Energy’s Condensed Consolidated Statements of Income.

(15) ASSET RETIREMENT OBLIGATIONS (AROs)

A reconciliation of the changes in AROs associated with long-lived assets is as follows (in millions):

	Alliant Energy						IPL						WPL
	2011			2010			2011			2010			2011			2010
Balance, Jan. 1	$	75.9		$	63.3		$	43.6		$	41.9		$	32.3		$	21.4
Liabilities incurred		3.7			0.5			2.9			—			0.8			0.5
Accretion expense		2.2			2.1			1.4			1.4			0.8			0.7
Revisions in estimated cash flows		(0.5	)		—			(0.2	)		—			(0.3	)		—
Liabilities settled		(0.3	)		(0.2	)		(0.2	)		(0.1	)		(0.1	)		(0.1	)
Balance, June 30	$	81.0		$	65.7		$	47.5		$	43.2		$	33.5		$	22.5

(16) VARIABLE INTEREST ENTITIES (VIEs)

After making an ongoing exhaustive effort, Alliant Energy and WPL concluded they were unable to obtain the information necessary from the counterparty (a subsidiary of Calpine Corporation) for the Riverside PPA for Alliant Energy and WPL to determine whether the counterparty is a VIE and if Alliant Energy is the primary beneficiary. This PPA is currently accounted for as an operating lease. The counterparty for the Riverside PPA sells a portion of its generating capacity to WPL and can sell its energy output to WPL. Alliant Energy’s and WPL’s maximum exposure to loss from this PPA is undeterminable due to the inability to obtain the necessary information to complete such evaluation. Alliant Energy’s (primarily WPL’s) costs, excluding fuel costs, related to the Riverside PPA were $20.5 million and $26.9 million for the three and six months ended June 30, 2011, and $19.8 million and $26.9 million for the three and six months ended June 30, 2010, respectively.

(17) RELATED PARTIES

System Coordination and Operating Agreement -IPL and WPL are parties to a system coordination and operating agreement whereby Corporate Services serves as agent on behalf of IPL and WPL. The agreement, which has been approved by FERC, provides a contractual basis for coordinated planning, construction, operation and maintenance of the interconnected electric generation systems of IPL and WPL. As agent of the agreement, Corporate Services enters into energy, capacity, ancillary services, and transmission sale and purchase transactions. Corporate Services allocates such sales and purchases among IPL and WPL based on procedures included in the agreement. The procedures were approved by FERC and all state regulatory bodies having jurisdiction. The sales credited to and purchases billed to IPL and WPL for the three and six months ended June 30 were as follows (in millions):

	IPL								WPL
	Three Months				Six Months				Three Months				Six Months
	2011		2010		2011		2010		2011		2010		2011		2010
Sales credited	$	11.4	$	5.5	$	19.7	$	14.3	$	10.4	$	3.4	$	16.3	$	12.1
Purchases billed		78.1		90.6		145.4		174.8		14.8		10.8		36.3		43.1

Service Agreement -Pursuant to a service agreement, 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, benefits and fees associated with various professional services. The amounts billed to IPL and WPL for the three and six months ended June 30 were as follows (in millions):

	Three Months				Six Months
	2011		2010		2011		2010
IPL	$	30.8	$	44.8	$	80.5	$	82.6
WPL		24.3		24.5		63.5		61.4

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

	June 30, 2011		Dec. 31, 2010
IPL	$	86.5	$	78.5
WPL		40.8		41.6

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 six months ended June 30 were as follows (in millions):

	Three Months				Six Months
	2011		2010		2011		2010
ATC billings to WPL	$	22.2	$	22.7	$	44.4	$	45.5
WPL billings to ATC		2.7		2.9		5.9		5.4

As of June 30, 2011 and Dec. 31, 2010, WPL owed ATC net amounts of $6.4 million and $6.8 million, respectively.

IPL’s Sale of Certain Wind Project Assets to Resources -Pursuant to a wind development assets purchase and sale agreement, IPL sold Resources wind project assets for the Franklin County wind project in the second quarter of 2011 for $115 million. Refer to Note 1(c) for additional information.

(18) EARNINGS PER SHARE

A reconciliation of the weighted average common shares outstanding used in the basic and diluted earnings per weighted average common share (EPS) calculation for the three and six months ended June 30 was as follows (in thousands):

	Three Months				Six Months
	2011		2010		2011		2010
Weighted average common shares outstanding:
Basic EPS calculation		110,624		110,409		110,596		110,389
Effect of dilutive share-based awards		53		81		58		82
Diluted EPS calculation		110,677		110,490		110,654		110,471

For the three and six months ended June 30, 2011 and 2010, there were no potentially dilutive securities excluded from the calculation of diluted EPS.

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

This MDA includes information relating to Alliant Energy, IPL and WPL, as well as Resources and Corporate Services. Where appropriate, information relating to a specific entity has been segregated and labeled as such. The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and Combined Notes to Condensed Consolidated Financial Statements included in this report as well as the financial statements, notes and MDA included in the 2010 Form 10-K. Unless otherwise noted, all “per share” references in MDA refer to earnings per diluted share.

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CONTENTS OF MDA

Alliant Energy’s, IPL’s and WPL’s MDA consists of the following information:

• Executive Summary

• Strategic Overview

• Rate Matters

• Environmental Matters

• Legislative Matters

• Alliant Energy’s Results of Operations

• IPL’s Results of Operations

• WPL’s Results of Operations

• Liquidity and Capital Resources

• Other Matters

• Market Risk Sensitive Instruments and Positions

• Critical Accounting Policies and Estimates

• Other Future Considerations

EXECUTIVE SUMMARY

Description of Business

General - Alliant Energy is an investor-owned public utility holding company whose primary subsidiaries are IPL, WPL, Resources and Corporate Services. IPL is a public utility engaged principally in the generation and distribution of electricity and the distribution and transportation of natural gas in selective markets in Iowa and southern Minnesota. WPL is a public utility engaged principally in the generation and distribution of electricity and the distribution and transportation of natural gas in selective markets in southern and central Wisconsin. WPL also owns an approximate 16% interest in ATC, a transmission-only utility operating in Wisconsin, Michigan, Illinois and Minnesota. Resources is the parent company for Alliant Energy’s non-regulated businesses. Corporate Services provides administrative services to Alliant Energy and its subsidiaries. An illustration of Alliant Energy’s primary businesses is shown below.

Financial Results

Alliant Energy’s net income and EPS attributable to Alliant Energy common shareowners for the second quarter were as follows (dollars in millions, except per share amounts):

	2011				2010
	Income		EPS		Income (Loss)			EPS
Continuing operations:
Utility	$	21.8	$	0.20	$	46.7		$	0.42
Non-regulated and parent		29.3		0.26		1.3			0.01
Income from continuing operations		51.1		0.46		48.0			0.43
Loss from discontinued operations		—		—		(0.2	)		—
Net income	$	51.1	$	0.46	$	47.8		$	0.43

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The table above includes utility, and non-regulated and parent earnings per share from continuing operations, which are non-GAAP financial measures. Alliant Energy believes utility, and non-regulated and parent earnings per share from continuing operations 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. Alliant Energy’s management also uses utility earnings per share from continuing operations to determine incentive compensation.

Utility - Lower income from continuing operations in the second quarter of 2011 compared to the same period in 2010 was primarily due to:

• $0.09 per share of lower electric revenues in the second quarter of 2011 due to credits on electric customers’ bills in Iowa resulting from IPL’s implementation of the customer cost management plan;

• $0.06 per share of net regulatory-related charges from IPL’s Minnesota electric retail rate case oral decision in the second quarter of 2011;

• $0.05 per share of additional benefits costs for the Cash Balance Pension Plan in the second quarter of 2011;

• $0.05 per share of a depreciation expense adjustment in the second quarter of 2010 at WPL that did not reoccur in 2011;

• $0.04 per share of regulatory asset impairments in the second quarter of 2011; and

• $0.03 per share of higher depreciation and operating expenses for WPL’s Bent Tree - Phase I wind project, which began generating electricity in late 2010.

These items were partially offset by:

• $0.05 per share of higher revenues from a non-fuel retail electric rate increase implemented on Jan. 1, 2011 by WPL;

• $0.03 per share of lower purchased electric capacity expenses at WPL related to the Kewaunee PPA;

• $0.02 per share of restructuring costs incurred in the second quarter of 2010 relating to the elimination of certain corporate and operations positions;

• $0.02 per share of charges for an asset impairment related to IPL’s Sixth Street Generating Station (Sixth Street) in the second quarter of 2010; and

• $0.02 per share of charges for a loss contingency reserve for the Cash Balance Pension Plan recorded in the second quarter of 2010.

Non-regulated and parent - Higher income from continuing operations in the second quarter of 2011 compared to the same period in 2010 was primarily due to $0.17 per share of tax benefits in the second quarter of 2011 from Wisconsin tax legislation, $0.04 per share of lower taxes at the parent company, and higher earnings from RMT.

Refer to “Alliant Energy’s Results of Operations,” “IPL’s Results of Operations” and “WPL’s Results of Operations” for additional details regarding the various factors impacting their respective earnings during the second quarter of 2011 and 2010.

Strategic Overview

Alliant Energy’s, IPL’s and WPL’s strategic plans focus on their core business of delivering regulated electric and natural gas service in Iowa, Wisconsin, and Minnesota. The strategic plans are built upon three key elements: competitive costs, reliable service and balanced generation. The strategic plans for Alliant Energy, IPL and WPL include purchasing or constructing natural gas-fired electric generating facilities, implementing emission controls and performance upgrades at their newer, larger and more-efficient coal-fired electric generating facilities, construction of new wind generating facilities, purchasing newer and more-efficient coal-fired electric generating facilities and retiring certain older and less-efficient coal-fired generating facilities. Key strategic plan developments impacting Alliant Energy, IPL and WPL during 2011 include:

• February 2011 - WPL’s 200 MW Bent Tree - Phase I wind project in Freeborn County, Minnesota began full operation.

• February 2011 - WPL received approval from the PSCW to install scrubbers and baghouses at Columbia Units 1 and 2 to reduce SO2 and mercury emissions, respectively, at the facility.

• March 2011 - WPL purchased WEPCO’s 25% ownership interest in Edgewater Unit 5 for $38 million.

• March 2011 - WPL issued a request for proposal (RFP) for the purchase of a combined cycle natural gas-fired electric generating facility with specifications similar to Riverside.

• June 2011 - Alliant Energy decided to utilize the remaining 100 MW of wind turbine generator sets and related equipment from the master supply agreement with Vestas at Resources to build a non-regulated 100 MW wind project in Iowa, referred to as the Franklin County wind project.

• August 2011 - IPL announced plans to evaluate the potential construction of a new 600 MW natural gas-fired electric generating facility in Iowa to meet future demand of its customers.

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• August 2011 - WPL announced plans to install a scrubber and baghouse at Edgewater Unit 5 to reduce SO2 and mercury emissions at the generating facility. Construction of the scrubber and baghouse is expected to begin by 2014 and be placed into service by 2017.

Refer to “Strategic Overview” for additional details regarding strategic plan developments.

Rate Matters

Alliant Energy’s utility subsidiaries, IPL and WPL, are subject to federal regulation by FERC, which has jurisdiction over wholesale electric rates, and state regulation in Iowa, Wisconsin and Minnesota for retail utility rates. Key regulatory developments impacting Alliant Energy, IPL and WPL during 2011 include:

• January 2011 - New electric fuel cost recovery rules in Wisconsin became effective, which allow WPL to defer electric fuel-related costs that fall outside a symmetrical cost tolerance band and reflect the over- /under-recovery of these deferred costs in future billings to its retail customers. WPL’s recovery of deferred electric fuel-related costs is restricted if it earns in excess of its authorized return on common equity.

• January 2011 - In accordance with the PSCW’s December 2010 order, WPL implemented an annual retail electric rate increase of $8 million, or approximately 1%, effective Jan. 1, 2011. This $8 million increase in annual rates combined with the termination of the $9 million interim fuel-related rate increase on Dec. 31, 2010 resulted in a net $1 million decrease in annual electric retail rates charged to customers effective January 2011.

• February 2011 - IPL received an order from the IUB authorizing a final annual retail electric rate increase of $114 million, or approximately 10%. The IUB issued a separate order in January 2011 that approved IPL’s proposed transmission cost rider conditional upon IPL’s agreement to not file an electric base rate case for three years from the date of the order. Effective February 2011, electric transmission service expenses were removed from base rates and billed to IPL’s Iowa electric retail customers through the transmission cost rider. The January 2011 IUB order also approved a customer cost management plan, which utilizes tax-related regulatory liabilities to provide credits on the bills of Iowa electric retail customers beginning in February 2011.

• May 2011 - WPL filed a request with the PSCW to increase annual retail electric rates by $13 million beginning Jan. 1, 2012 to recover anticipated increases in retail fuel-related costs in 2012.

• June 2011 - IPL received an oral decision from the MPUC that, based on IPL’s interpretation, authorizes an annual retail electric rate increase of approximately $11 million, or approximately 18%. The MPUC’s oral decision also: 1) approved IPL’s Minnesota renewable rider request but deferred judgment on the prudence of the Whispering Willow - East wind project costs to a separate proceeding; 2) approved recovery of 2010 electric transmission service costs and decided Minnesota retail customers should receive an additional amount of IPL’s gain from the sale of its electric transmission assets to ITC Midwest LLC (ITC) in 2007 to offset increased electric transmission service costs; 3) denied IPL’s proposed transmission cost recovery rider; and 4) approved recovery of $2 million of Sutherland #4 cancellation costs over a 25-year period.

Refer to “Rate Matters” for additional details regarding regulatory developments.

Environmental Matters

Alliant Energy, IPL and WPL are subject to regulation of environmental matters by various federal, state and local authorities. Key environmental developments during 2011 that may impact Alliant Energy, IPL and WPL include:

• January 2011 - The EPA’s GHG Tailoring Rule became effective. The rule establishes a GHG threshold for major sources under the PSD and Title V Operation Permit programs at 100,000 tons per year of carbon dioxide-equivalent. The rule is subject to legal challenge.

• March 2011 - The EPA issued the proposed Utility MACT Rule, which is expected to require compliance with emission limits and work practice standards for the control of mercury and other hazardous air pollutants (HAPs) for coal- and oil-fired EGUs with greater than 25 MW capacity. The compliance deadline for this rule is currently expected to be 2014.

• March 2011 - The EPA issued a revised proposed rule under Section 316(b) of the Federal Clean Water Act (Section 316(b) Rule), which applies to existing and new cooling water intake structures at large steam EGUs. A final rule is expected to be issued in 2012 and compliance is expected within eight years of the effective date of the final rule.

• July 2011 - The EPA issued CSAPR (formerly known as CATR), which requires SO2 and NOx emissions reductions from IPL’s and WPL’s fossil-fueled EGUs with greater than 25 MW of capacity located in Iowa, Minnesota and Wisconsin. Existing CAIR compliance requirements remain effective through 2011, and then are replaced with CSAPR compliance requirements beginning in 2012.

Refer to “Environmental Matters” for additional details regarding environmental developments.

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Legislative Matters

Alliant Energy, IPL and WPL monitor various legislative developments, including those relating to energy, tax, financial and other matters. Key legislative developments impacting Alliant Energy, IPL and WPL during 2011 include:

• June 2011 - The Wisconsin Budget Act was enacted. The most significant provisions of the Budget Act for Alliant Energy relate to utilization of Wisconsin state net operating losses and contribution requirements to the Focus on Energy Program.

Refer to “Legislative Matters” for additional details regarding legislative developments.

Liquidity and Capital Resources

Based on their current liquidity positions and capital structures, Alliant Energy, IPL and WPL believe they will be able to secure the additional capital required to implement their strategic plans and to meet their long-term contractual obligations. Key financing developments impacting Alliant Energy, IPL and WPL during 2011 include:

• March 2011 - IPL extended the purchase commitment from the third-party financial institution to which it sells its receivables through March 2012.

• April 2011 - IPL redeemed all 1,600,000 outstanding shares of its 7.10% Series C Cumulative Preferred Stock at par value for $40 million plus accrued and unpaid dividends to the redemption date. IPL’s preferred stock redemption was funded from cash from operations.

• June 2011 - The MPUC issued an oral decision indicating a willingness for IPL to continue its sales of accounts receivable program as long as Minnesota customers were not assuming any costs of the program. IPL currently anticipates a final order from the MPUC in the third quarter of 2011.

• June 2011 - At June 30, 2011, Alliant Energy and its subsidiaries had $623 million of available capacity under their revolving credit facilities, $10 million of available capacity at IPL under its sales of accounts receivable program and $77 million of cash and cash equivalents.

Refer to “Liquidity and Capital Resources” for additional details regarding financing developments.

STRATEGIC OVERVIEW

A summary of Alliant Energy’s, IPL’s and WPL’s strategic overview is included in the 2010 Form 10-K and has not changed materially from the items reported in the 2010 Form 10-K, except as described below.

Wind Generation Projects -

Franklin County Wind Project -In 2008, Alliant Energy entered into a master supply agreement with Vestas to purchase 500 MW of wind turbine generator sets and related equipment. Alliant Energy utilized 400 MW of these wind turbine generator sets and related equipment to construct IPL’s Whispering Willow - East and WPL’s Bent Tree - Phase I wind projects. In the second quarter of 2011, Alliant Energy decided to utilize the remaining 100 MW of wind turbine generator sets and related equipment from the master supply agreement with Vestas at Resources to build a non-regulated 100 MW wind project in Iowa, referred to as the Franklin County wind project. Resources is currently evaluating different options to sell the electricity output from the Franklin County wind project. Such options include entering into a PPA with an independent third-party, entering into a PPA with either IPL or WPL and/or selling the output into the Midwest Independent Transmission System Operator (MISO) market as a merchant generator. The Franklin County wind project is currently expected to cost up to $235 million to construct, excluding any capitalized interest costs, and be placed into service by the end of 2012. Refer to Note 1(c) of the “Combined Notes to Condensed Consolidated Financial Statements” for further discussion of the Franklin County wind project. Refer to “Critical Accounting Policies and Estimates - Long-lived Assets” for details of a recent assessment of the recoverability of the carrying amount of the Franklin County wind project.

WPL’s Bent Tree - Phase I Wind Project -In the first quarter of 2011, WPL placed into service the remaining portion of its Bent Tree - Phase I wind project, a 200 MW wind project in Freeborn County, Minnesota. Refer to Note 1(c) of the “Combined Notes to Condensed Consolidated Financial Statements” for further details of the wind project.

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Coal-Fired Generation Project -

WPL’s Edgewater Unit 5 Purchase -In March 2011, WPL purchased WEPCO’s 25% ownership interest (approximately 95 MW of generating capacity) in Edgewater Unit 5 for $38 million. Refer to Note 1(c) of the “Combined Notes to Condensed Consolidated Financial Statements” for additional details of WPL’s Edgewater Unit 5 purchase.

Natural Gas-Fired Generation Projects -

WPL’s Potential Purchase of a Natural Gas-Fired Electric Generating Facility - WPL has a PPA with a subsidiary of Calpine Corporation related to Riverside, a 600 MW natural gas-fired electric generating facility in Beloit, Wisconsin, that extends through May 2013 and provides WPL the option to purchase Riverside at the end of the PPA term. For planning purposes, WPL currently anticipates it will acquire Riverside to replace the electricity output currently obtained under the PPA to meet the demand of its customers. In March 2011, WPL issued an RFP for the purchase of a natural gas-fired electric generating facility with specifications similar to Riverside. WPL plans to use the results from the RFP to support a Certificate of Authority filing with the PSCW in 2011 for the purchase of either Riverside or an alternative natural-gas fired electric generating facility with similar specifications.

IPL’s Potential Construction of a Natural Gas-Fired Electric Generating Facility -IPL is evaluating the potential construction of a new 600 MW natural gas-fired electric generating facility in Iowa to meet future demand of its customers. The natural gas-fired electric generating facility is currently expected to cost between $650 million and $750 million and be placed into service in 2016 or later. Various regulatory approvals will be required prior to beginning construction of the facility with the initial regulatory filings anticipated in 2012.

IPL’s Dubuque Generating Station -The Dubuque Generating Station is a 59 MW electric generating facility located in Dubuque, Iowa that includes two units (Unit 3 and Unit 4), which are configured to burn coal or natural gas. IPL’s November 2010 Integrated Resource Plan began a process of retiring the Dubuque Generating Station. While it is expected that the retirement of the generating facility will be completed by 2015, specific timing will depend on operational, market and other factors. In May 2011, IPL announced plans to switch the Dubuque Generating Station to a natural gas-fired facility and end operating the site as a coal-fired unit in the second half of 2011. IPL filed documents with MISO to evaluate any system reliability implications of the eventual full retirement of the Dubuque Generating Station. IPL currently expects to receive a response from MISO by October 2011. Depending on the results of that study, the full retirement date of the generating facility could change.

Nuclear Generation PPAs -

Kewaunee - WPL is in on-going negotiations with Dominion Resources, Inc. regarding a new agreement for its purchase of electricity generated by Kewaunee beyond the current Kewaunee PPA term, which extends through December 2013.

DAEC - IPL currently believes it is unlikely that IPL will enter into any long-term agreement with NextEra Energy, Inc. for the purchase of electricity generated by DAEC beyond the current DAEC PPA term, which extends through February 2014.

Environmental Compliance Plans - Alliant Energy, IPL and WPL are currently evaluating their environmental compliance plans as a result of several environmental regulations recently issued by the EPA including the final CSAPR issued in July 2011, the proposed Section 316(b) Rule issued in March 2011 and the proposed Utility MACT Rule issued in March 2011. Alliant Energy, IPL and WPL plan to update their environmental compliance plans later in 2011 following the completion of their evaluation of these rules and other environmental rules expected to be issued in 2011. Alliant Energy’s and WPL’s current environmental compliance plans beyond 2013 include installation of a scrubber and baghouse at Edgewater Unit 5 as discussed below. Refer to “Environmental Matters” for discussion of the final CSAPR, the proposed Utility MACT Rule and the proposed Section 316(b) Rule.

WPL’s Emission Control Project - Edgewater Unit 5 - WPL’s current environmental compliance plans include installing a scrubber and baghouse at Edgewater Unit 5 to reduce SO2 and mercury emissions at the generating facility. WPL’s estimated capital expenditures, excluding AFUDC, for the emission controls are expected to be approximately $315 million. Construction of the scrubber and baghouse is expected to begin by 2014 and be placed into service by 2017. Reductions in SO2 and mercury emissions from these emission controls will support compliance obligations for current and anticipated air quality regulatory requirements, including CSAPR, the Utility MACT Rule and the Wisconsin State Mercury Rule. WPL currently plans to file a Certificate of Authority application with the PSCW for the projects in 2012.

Energy Efficiency Programs-

Focus on Energy Program -Refer to “Legislative Matters” for discussion of changes to WPL’s anticipated contributions to Wisconsin’s statewide energy efficiency and renewable energy resource program referred to as Focus on Energy.

RATE MATTERS

A summary of Alliant Energy’s, IPL’s and WPL’s rate matters is included in the 2010 Form 10-K and has not changed materially from the items reported in the 2010 Form 10-K, except as described below.

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Recent Retail Base Rate Filings -Details of IPL’s and WPL’s recent retail base rate cases impacting their historical and future results of operations are as follows (dollars in millions; Electric (E); Not Applicable (N/A); To Be Determined (TBD)):

Retail Base Rate Cases	Utility Type	Filing Date		Interim Increase Implemented (a) (b)		Interim Effective Date	Final Increase Granted (b)		Actual/ Expected Final Effective Date
WPL:
Wisconsin 2011 Test Year	E		Apr-10		N/A	N/A	$	8	Jan-11
IPL:
Minnesota 2009 Test Year	E		May-10	$	14	Jul-10		TBD	Q3-11 (c)
Iowa 2009 Test Year	E		Mar-10		119	Mar-10		114	Apr-11

(a) In Iowa, IPL’s interim rates can be implemented 10 days after the filing date, without regulatory review and are subject to refund, pending determination of final rates. In Minnesota, IPL’s interim rates are implemented 60 days after the filing date, with regulatory review and subject to refund, pending determination of final rates. The amount of the interim rates is replaced by the amount of final rates once the final rates are granted.

(b) Rate increases reflect both returns on additions to IPL’s and WPL’s infrastructure and a recovery of changes in costs incurred or expected to be incurred by IPL and WPL. Given a portion of the rate increases will offset changes in costs, revenues from rate increases should not be expected to result in an equal increase in income.

(c) The final recovery amount of the Whispering Willow - East wind project construction costs will be addressed in a separate proceeding that is expected to be completed in 2012.

WPL’s Retail Electric Rate Case (2011 Test Year) -In December 2010, WPL received an order from the PSCW authorizing an annual retail electric rate increase of $8 million, or approximately 1%, effective Jan. 1, 2011. The annual retail electric rate increase of $8 million reflects a $38 million increase in the non-fuel component of rates and a $30 million decrease in the fuel component of rates.

IPL’s Minnesota Retail Electric Rate Case (2009 Test Year) -In May 2010, IPL filed a request with the MPUC to increase annual rates for its Minnesota retail electric customers by $15 million, or approximately 22%. The request was based on a 2009 historical test year as adjusted for certain known and measurable items at the time of the filing. The key drivers for the filing include recovery of investments in the Whispering Willow - East wind project and emission control projects at Lansing Unit 4, and recovery of increased electric transmission service costs. In conjunction with the filing, IPL implemented an interim retail rate increase of $14 million on an annual basis, effective July 6, 2010. The interim retail rate increase was approved by the MPUC and is subject to refund pending determination of final rates from the request.

In June 2011, IPL received an oral decision from the MPUC that, based on IPL’s interpretation, authorizes an annual retail electric rate increase of approximately $11 million, or approximately 18%. Because the final rate increase level is expected to be below the interim retail rate increase implemented in July 2010, IPL expects to refund to its Minnesota retail electric customers a portion of the interim rates collected. As of June 30, 2011, Alliant Energy and IPL reserved $3 million, including interest, for refunds anticipated to be paid to IPL’s Minnesota retail electric customers in 2011. The MPUC’s oral decision also included the following details:

• Approved IPL’s Minnesota renewable rider request but deferred judgment on the prudence of the Whispering Willow - East wind project costs. Initial recovery amount of the project costs will be allowed through the renewable energy rider at a temporary rate of $51 per MWh. The final recovery amount of the project costs will be addressed in a separate proceeding that is expected to be completed in 2012.

• Approved recovery of 2010 electric transmission service costs including ITC’s 2008 true-up costs billed to IPL in 2010. The MPUC decided Minnesota retail customers should receive a refund of an additional amount of IPL’s gain from the sale of its electric transmission assets to ITC in 2007 and to use a portion of this refund to offset the rate increases from higher electric transmission service costs.

• Denied IPL’s proposed transmission cost recovery rider.

• Approved recovery of $2 million of Sutherland #4 cancellation costs over a 25-year period.

• Approved return of common equity of 10.35% and a regulatory capital structure of 47.7% common equity, 43.9% long-term debt, 6.3% preferred equity and 2.1% short-term debt.

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Refer to Note 1(b) of the “Combined Notes to Condensed Consolidated Financial Statements” for discussion of changes to regulatory assets and regulatory liabilities in the second quarter of 2011 based on the MPUC’s oral decisions to provide IPL’s retail electric customers in Minnesota additional refunds from the gain on the sale of electric transmission assets in 2007 and to provide IPL recovery of $2 million of previously incurred costs for Sutherland #4. Refer to Note 1(c) of the “Combined Notes to Condensed Consolidated Financial Statements” for discussion of an impairment recognized in the second quarter of 2011 based on the MPUC’s oral decision regarding the recovery of Whispering Willow - East wind project costs.

IPL’s Iowa Retail Electric Rate Case (2009 Test Year) -In February 2011, IPL received an order from the IUB authorizing a final annual retail electric rate increase of $114 million, or approximately 10%. Because the final rate increase level was below the interim rate increase level of $119 million implemented on March 20, 2010, IPL is refunding to its Iowa retail customers a portion of the interim rates collected. At June 30, 2011, Alliant Energy and IPL reserved $4 million, including interest, for remaining refunds anticipated to be paid to IPL’s retail electric customers in the second half of 2011.

Transmission Cost Rider - Effective February 2011, electric transmission service expenses were removed from base rates and billed to IPL’s Iowa electric retail customers through the transmission cost rider. This new cost recovery mechanism provides for subsequent adjustments to electric rates charged to Iowa electric retail customers for changes in electric transmission service expenses. The cumulative effects of the over-/under-collection of these costs will be recorded in regulatory assets or regulatory liabilities on Alliant Energy’s and IPL’s Condensed Consolidated Balance Sheets until they are reflected in future billings to customers.

Customer Cost Management Plan - In January 2011, the IUB approved a customer cost management plan proposed by IPL, which will utilize regulatory liabilities to credit bills of Iowa electric retail customers to help offset the impact of the recent rate increases on such customers. In 2009, IPL filed a request with the IUB to create a regulatory liability account for potential tax benefits resulting from changes in tax accounting methodologies and tax elections available under the Internal Revenue Code. These potential tax benefits are related to the tax treatment of repair expenditures, allocation of insurance proceeds from the floods in 2008 and mixed service costs. The customer cost management plan approved by the IUB utilizes a tax benefit rider to credit customer bills while the issues are under IRS audit. The tax benefit rider provides a mechanism to ensure only those amounts from the potential tax benefits that are sustained under IRS audit are retained by customers. The customer cost management plan includes the ability to record a regulatory asset if amounts credited to customer bills are in excess of the amounts sustained under IRS audit. In the second quarter and first half of 2011, $17 million and $24 million, respectively, of tax benefits from the customer cost management plan were used to credit IPL’s customers’ bills. Also in the first half of 2011, IPL recognized additional regulatory liabilities of $166 million as a result of tax benefits expected from a change in tax accounting method for mixed service costs. These tax benefits are currently expected to be used to credit IPL’s customers’ bills in the future through the customer cost management plan, pending annual approval from the IUB. IPL’s remaining regulatory liabilities related to the customer cost management plan recognized as of June 30, 2011 were $341 million. The final amount of regulatory liabilities returned to customers under the customer cost management plan is dependent on the amount of tax benefits sustained under IRS audit and therefore is subject to change. Refer to Note 4 of the “Combined Notes to Condensed Consolidated Financial Statements” and “Results of Operations - Income Taxes” for discussion of the impact of the customer cost management plan on Alliant Energy’s and IPL’s income tax expense and effective income tax rates.

WPL’s Retail Fuel-related Rate Filings -

2012 Test Year - In May 2011, WPL filed a request with the PSCW to increase annual retail electric rates by $13 million to recover anticipated increases in retail fuel-related costs in 2012 due to higher purchased power energy costs and emission compliance costs. In July 2011, the EPA issued the CSAPR, which requires SO2 and NOx emissions reductions from IPL’s and WPL’s fossil-fueled electric generating units (EGUs) with greater than 25 MW of capacity located in Iowa, Minnesota and Wisconsin beginning in 2012. While the net impact of CSAPR to WPL’s 2012 projected retail fuel-related costs is not known at this time, WPL anticipates that the emission compliance costs will increase from the initial estimates included in its May 2011 filing. WPL currently plans to file an updated 2012 fuel-related rate case request with the PSCW in the third quarter of 2011 after further evaluation of the CSAPR. Any rate changes granted from this request are expected to be effective on Jan. 1, 2012.

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ENVIRONMENTAL MATTERS

A summary of Alliant Energy’s, IPL’s and WPL’s environmental matters is included in the 2010 Form 10-K and has not changed materially from the items reported in the 2010 Form 10-K, except as described below.

Air Quality -

CSAPR - In July 2011, the EPA issued the final CAIR replacement rule, referred to as CSAPR (formerly known as CATR). CSAPR requires SO2 and NOx emissions reductions from emission sources located in 27 states in the eastern half of the U.S. CSAPR affects IPL’s and WPL’s fossil-fueled EGUs with greater than 25 MW of capacity located in Iowa, Minnesota and Wisconsin. Existing CAIR compliance requirements remain effective through 2011. Beginning in 2012, CSAPR establishes state emission caps for SO2 and NOx (Phase I). These SO2 and NOx emission caps will be lowered further in 2014 for Iowa and Wisconsin, but not Minnesota (Phase II).

In addition, since the EPA establishes enforceable state emission caps, this limits the amount of emissions trading allowed to meet compliance requirements. The emission allowances used for Acid Rain and CAIR program compliance cannot be used for compliance with CSAPR. Refer to Notes 11(b) and 13 of the “Combined Notes to Condensed Consolidated Financial Statements” for discussion of IPL’s forward contracts to purchase SO2 emission allowances and intangible assets related to SO2 emission allowances recorded on Alliant Energy’s and IPL’s Condensed Consolidated Financial Statements, respectively, which may be impacted by CSAPR.

In July 2011, the EPA also issued a supplemental proposed rule that would expand the scope of the CSAPR ozone season NOx emission reduction program to add six states, including Iowa and Wisconsin. The EPA currently plans to finalize the supplemental proposed rule by October 2011 in order for the ozone season compliance requirements to take effect beginning in 2012. Alliant Energy, IPL and WPL are evaluating CSAPR and the supplemental proposed rule and will update their environmental compliance plans as needed. Alliant Energy, IPL and WPL expect that capital investments and/or modifications to meet compliance requirements of the rule will be significant. In addition, Alliant Energy, IPL and WPL currently anticipate that their emission compliance costs will increase in 2012 compared to 2011 as a result of CSAPR.

Utility MACT Rule -In March 2011, the EPA issued the proposed Utility MACT rule, also referred to as the “Mercury and Air Toxics Standards.” The proposed rule would require compliance with emission limits for mercury, total particulate matter (PM) as a substitute for non-mercury metal HAPs and hydrogen chloride (HCl) as a substitute for acid gas HAPs. The EPA also proposed alternative standards for total or individual non-mercury metals emissions (instead of total PM) and SO2 emissions (instead of HCl for acid gases if a scrubber is installed). Facility-wide averaging can be used as an option to demonstrate compliance with HAPs standards for existing similar EGUs located at a generating facility. In addition, work practice standards were proposed for organic HAPs emissions to ensure proper combustion. Based on the EPA’s current schedule to issue a final rule by November 2011, compliance would be required by November 2014. However, an entity can request an additional year for compliance, which may be granted by the permitting authority. In addition, the issuance of the final Utility MACT rule is expected to initiate a review of the Wisconsin State Mercury Rule, which could result in revisions to the Wisconsin State Mercury Rule. Alliant Energy, IPL and WPL are currently unable to predict the final outcome of the Utility MACT Rule, but expect that capital investments and/or modifications could be significant to comply with any such regulations.

Industrial Boiler and Process Heater MACT Rule -In March 2011, the EPA published the final revised Industrial Boiler and Process Heater MACT Rule. The rule requires that existing boilers and process heaters located at major sources comply with the HAP emission limitations and work practice standards. In response to a legal challenge, in May 2011, the EPA published a stay postponing the effective date of the Industrial Boiler and Process Heater MACT Rule for major sources of emissions. The EPA currently expects to issue a proposed reconsidered rule by October 2011 and a final reconsidered rule by April 2012. Alliant Energy, IPL and WPL are monitoring future developments relating to this rule and plan to update their environmental compliance plans as needed. Alliant Energy, IPL and WPL are currently unable to predict the outcome of the Industrial Boiler and Process Heater MACT Rule, but expect that capital investments and/or modifications to meet compliance requirements of the rule could be significant.

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Air Permit Renewal Challenges -

Columbia - In 2008, the Sierra Club submitted a notice of intent to sue the EPA for failure to respond to its petition encouraging the EPA to challenge the air permit issued by the Wisconsin Department of Natural Resources (DNR) for Columbia. In 2009, the EPA issued an order (EPA’s 2009 Order) on the Sierra Club petition and granted one of three issues from the Sierra Club petition, objecting to that portion of the permit issued by the Wisconsin DNR. In September 2010, the Wisconsin DNR proposed a construction permit and a revised operation permit for Columbia. In October 2010, WPL submitted comments objecting to the appropriateness of the proposed draft permits. In November 2010, the comment period closed, and in February 2011, the Wisconsin DNR made the determination not to issue either of the proposed new permits. Alliant Energy and WPL believe the previously issued air permit for Columbia is still valid. In February 2011, the Sierra Club filed a lawsuit against the EPA in the U.S. District Court for the Western District of Wisconsin seeking to have the EPA take over the permit process. In May 2011, the Wisconsin DNR proposed a revised draft operation permit for Columbia. In June 2011, WPL and the Sierra Club submitted comments objecting to the appropriateness of the revised draft operation permit. Alliant Energy and WPL are currently unable to predict the outcome of this matter and its impact on their financial condition or results of operations.

Air Permitting Violation Claims -Refer to Note 11(c) of the “Combined Notes to Condensed Consolidated Financial Statements” for discussion of complaints filed by the Sierra Club in 2010 and an NOV issued by the EPA in 2009 regarding alleged air permitting violations at Nelson Dewey, Columbia and Edgewater.

Water Quality -

Section 316(b) Rule -In March 2011, the EPA issued a revised proposed Section 316(b) Rule, which applies to existing and new cooling water intake structures at large steam EGUs and manufacturing facilities. IPL and WPL have identified seven (Ottumwa 1, Prairie Creek Units 3-4, Fox Lake Units 1 and 3, Lansing Units 3-4, Dubuque Units 3-4, M.L. Kapp Unit 2, Burlington Unit 1) and three (Columbia Units 1-2, Nelson Dewey Units 1-2 and Edgewater Units 3-5) generating facilities, respectively, which may be impacted by the revised Section 316(b) Rule. A final rule is expected to be issued by the EPA in 2012. The schedule for compliance with this rule has not yet been finalized; however, compliance is currently expected to be required within eight years of the effective date of the final rule. Alliant Energy, IPL and WPL are currently unable to predict the final requirements from the Section 316(b) Rule, but expect that capital investments and/or modifications resulting from the rule could be significant.

Land and Solid Waste -

Coal Ash Impoundment Assessments - The EPA is collecting data through information requests and site assessments of utilities’ coal ash impoundments, including certain coal ash impoundments owned by IPL and WPL. The EPA completed a site assessment of the coal ash ponds at IPL’s Burlington Generating Station (Burlington) and determined that all of the Burlington ash ponds meet acceptable factors of safety. Alliant Energy, IPL and WPL are currently unable to predict the final outcome of other assessments, but believe capital investments and/or modifications resulting from investigations, possible adverse assessments or possible adverse studies could be significant.

MGP Sites -Refer to Note 11(e) of the “Combined Notes to Condensed Consolidated Financial Statements” for discussion of IPL’s and WPL’s MGP sites.

Other Environmental Matters -IPL and the Sierra Club have initiated discussions regarding various utility-related environmental issues associated with IPL’s Iowa operations. Alliant Energy and IPL are currently unable to predict the outcome of these discussions and their impact on their financial condition or results of operations.

LEGISLATIVE MATTERS

A summary of Alliant Energy’s, IPL’s and WPL’s legislative matters is included in the 2010 Form 10-K and has not changed materially from the items reported in the 2010 Form 10-K, except as described below.

Wisconsin Tax Legislation -In June 2011, the Budget Act was enacted. The most significant provisions of the Budget Act for Alliant Energy relate to utilization of Wisconsin state net operating losses and WPL’s contributions to the Focus on Energy Program.

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Utilization of Wisconsin State Net Operating Losses - The Budget Act authorizes combined groups to share net operating loss carryforwards that were incurred by group members prior to Jan. 1, 2009 and utilize these shared net operating losses to offset future taxable income over 20 years beginning after Dec. 31, 2011. Refer to Note 4 of the “Combined Notes to Condensed Consolidated Financial Statements” for additional details of the financial impacts of the Budget Act including $19 million of income tax benefits recognized by Alliant Energy in the second quarter of 2011 from the reversal of previously recorded deferred tax asset valuation allowances.

Focus on Energy Program - The Budget Act prohibits the PSCW from requiring any energy utility to spend more than 1.2% of its annual retail utility revenues on energy efficiency and renewable resource programs effective Jan. 1, 2012. Focus on Energy works with eligible Wisconsin residents and businesses to finance and install energy efficiency and renewable energy equipment. Contributions to Focus on Energy are recovered from WPL’s retail rate payers through base rates.

ALLIANT ENERGY’S RESULTS OF OPERATIONS

Overview - Second Quarter Results - Refer to “Executive Summary” for an overview of Alliant Energy’s second quarter 2011 and 2010 earnings and the various components of Alliant Energy’s business. Additional details of Alliant Energy’s earnings for the three and six months ended June 30, 2011 and 2010 are discussed below.

Utility Electric Margins -Electric margins are defined as electric operating revenues less electric production fuel, energy purchases and purchased electric capacity expenses. Management believes that electric margins provide a more meaningful basis for evaluating utility operations than electric operating revenues since electric production fuel, energy purchases and purchased electric capacity expenses are generally passed through to customers, and therefore, result in changes to electric operating revenues that are comparable to changes in electric production fuel, energy purchases and purchased electric capacity expenses.

Second Quarter 2011 vs. Second Quarter 2010 Summary -Electric margins and MWh sales for Alliant Energy for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							MWhs Sold (MWhs in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	215.9	$	223.0		(3%	)		1,681		1,698		(1%	)
Commercial		143.3		144.7		(1%	)		1,488		1,481		—
Industrial		181.5		189.5		(4%	)		2,895		2,814		3%
Retail subtotal		540.7		557.2		(3%	)		6,064		5,993		1%
Sales for resale:
Wholesale		46.4		48.9		(5%	)		812		774		5%
Bulk power and other		21.7		8.3		161%			670		364		84%
Other		11.7		12.9		(9%	)		37		37		—
Total revenues/sales		620.5		627.3		(1%	)		7,583		7,168		6%
Electric production fuel expense		96.0		90.7		6%
Energy purchases expense		84.7		102.5		(17%	)
Purchased electric capacity expense		67.2		72.5		(7%	)
Margins	$	372.6	$	361.6		3%

Electric margins increased $11 million, or 3%, primarily due to the impact of base retail rate increases (excluding fuel cost recoveries and transmission rider) at IPL and WPL, which increased electric revenues by $13 million in the second quarter of 2011. Other increases to electric margins included $5 million of lower purchased electric capacity expenses at WPL related to the Kewaunee PPA and higher revenues at IPL related to changes in recovery mechanisms for transmission costs due to the implementation of the transmission rider in 2011. These items were partially offset by credits on electric customers’ bills in Iowa in 2011 resulting from the implementation of the customer cost management plan, which decreased IPL’s electric revenues by $17 million in the second quarter of 2011. IPL’s customer cost management plan is expected to result in reductions in electric revenues that are offset by reductions in income tax expenses for the year ended Dec. 31, 2011.

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First Half 2011 vs. First Half 2010 Summary -Electric margins and MWh sales for Alliant Energy for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							MWhs Sold (MWhs in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	456.3	$	451.4		1%			3,705		3,738		(1%	)
Commercial		286.0		280.0		2%			3,021		3,001		1%
Industrial		351.1		348.8		1%			5,607		5,453		3%
Retail subtotal		1,093.4		1,080.2		1%			12,333		12,192		1%
Sales for resale:
Wholesale		92.4		102.2		(10%	)		1,655		1,637		1%
Bulk power and other		33.4		23.8		40%			1,142		780		46%
Other		21.6		26.0		(17%	)		75		77		(3%	)
Total revenues/sales		1,240.8		1,232.2		1%			15,205		14,686		4%
Electric production fuel expense		206.1		177.5		16%
Energy purchases expense		168.6		226.1		(25%	)
Purchased electric capacity expense		125.0		135.8		(8%	)
Margins	$	741.1	$	692.8		7%

Electric margins increased $48 million, or 7%, primarily due to the impact of base retail rate increases (excluding fuel cost recoveries and transmission rider) at IPL and WPL, which increased electric revenues by $47 million in the first half of 2011. Other increases to electric margins included $10 million of lower purchased electric capacity expenses at WPL related to the Kewaunee PPA, a $3 million increase in electric margins from changes in the recovery of electric production fuel and energy purchases expenses at WPL, an estimated $2 million increase in electric margins from changes in sales caused by weather conditions in Alliant Energy’s service territories and higher revenues at IPL related to changes in recovery mechanisms for transmission costs due to the implementation of the transmission rider in 2011. Estimated increases to Alliant Energy’s electric margins from the impacts of weather for the first half of 2011 and 2010 were $6 million and $4 million, respectively. These items were partially offset by credits on electric customers’ bills in Iowa in 2011 resulting from the implementation of the customer cost management plan, which decreased IPL’s electric revenues by $24 million in the first half of 2011, and the impact of a wholesale formula rate change, which increased WPL’s electric revenues by $4 million in the first quarter of 2010.

Base Retail Rate Increases - Increases to Alliant Energy’s electric revenues from the impacts of base retail rate increases (excluding fuel cost recoveries and transmission rider) for the three and six months ended June 30, 2011 were as follows (dollars in millions):

	Effective Date	Revenue Increase (a)
Retail Base Rate Cases		Three Months		Six Months
IPL’s Iowa 2009 Test Year	March 20, 2010	$	—	$	23
WPL’s Wisconsin 2011 Test Year	Jan. 1, 2011		9		18
IPL’s Minnesota 2009 Test Year	July 6, 2010		4		6
		$	13	$	47

(a) The revenue impact is net of any reserves for rate refunds.

Electric Production Fuel and Energy Purchases (Fuel-related) Cost Recoveries -Alliant Energy burns coal and other fossil fuels to produce electricity at its generating facilities. The cost of fossil fuels used during each period is included in electric production fuel expense. Alliant Energy also purchases electricity to meet the demand of its customers and charges these costs to energy purchases expense. Alliant Energy’s electric production fuel expense increased $5 million, or 6%, and $29 million, or 16%, for the three- and six-month periods, respectively. The increases were primarily due to higher MISO dispatch of Alliant Energy’s generating facilities in the second quarter and first half of 2011, which resulted in higher fuel consumption. Alliant Energy’s energy purchases expense decreased $18 million, or 17%, and $58 million, or 25%, for the three- and six-month periods, respectively. The decreases were primarily due to lower energy prices and lower energy volumes purchased resulting from the higher MISO dispatch of Alliant Energy’s generating facilities in the second quarter and first half of 2011. The impact of the changes in energy volumes purchased were largely offset by the impact of changes in electricity volumes generated from Alliant Energy’s generating facilities and changes in bulk power sales volumes discussed below.

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Due to IPL’s rate recovery mechanisms for fuel-related costs, changes in fuel-related costs resulted in comparable changes in electric revenues and, therefore, did not have a significant impact on IPL’s electric margins. WPL’s rate recovery mechanism for wholesale fuel-related costs also provides for adjustments to its wholesale electric rates for changes in commodity costs, thereby mitigating impacts of changes to commodity costs on its electric margins.

WPL’s retail fuel-related costs incurred in the first half of 2011 and 2010 were higher than the forecasted fuel-related costs used to set retail rates during such periods. WPL estimates the higher than forecasted retail fuel-related costs decreased electric margins by approximately $4 million and $7 million in the first half of 2011 and 2010, respectively.

Refer to “Rate Matters” for additional information relating to electric rate increases.

Weather Conditions - Cooling degree days (CDD) in Alliant Energy’s service territories for both the three and six months ended June 30 were as follows:

	Actual				Normal
	2011		2010
CDD (a):
Cedar Rapids, Iowa (IPL)		213		289		219
Madison, Wisconsin (WPL)		192		202		174

(a) CDD are calculated using a simple average of the high and low temperatures each day compared to a 65 degree base. Normal degree days are calculated using a rolling 20-year average of historical CDD.

Purchased Electric Capacity Expenses -Alliant Energy enters into PPAs to help meet the electricity demand of IPL’s and WPL’s customers. Certain of these PPAs include minimum payments for IPL’s and WPL’s rights to electric generating capacity. Details of purchased electric capacity expense included in the utility electric margins table above for the three and six months ended June 30 were as follows (in millions):

	Three Months				Six Months
	2011		2010		2011		2010
DAEC PPA (IPL)	$	34	$	34	$	73	$	72
Kewaunee PPA (WPL)		12		17		25		35
Riverside PPA (WPL)		20		19		26		25
Other		1		3		1		4
	$	67	$	73	$	125	$	136

Sales Trends -Retail sales volumes increased 1% in both the second quarter and first half of 2011 compared to the same periods in 2010 primarily due to higher sales to WPL’s industrial customers driven by improved economic conditions.

Wholesale sales volumes increased 5% and 1% in the second quarter and first half of 2011, respectively, compared to the same periods in 2010, primarily due to changes in sales to WPL’s partial-requirement wholesale customers that have contractual options to be served by WPL, other power supply sources or the MISO market.

Bulk power and other revenue changes were largely due to changes in revenues from sales in the wholesale energy markets operated by MISO and PJM Interconnection, LLC. These changes are impacted by several factors including the availability of Alliant Energy’s generating facilities and electricity demand within these wholesale energy markets. Changes in bulk power and other sales revenues were largely offset by changes in fuel-related costs and therefore did not have a significant impact on electric margins.

Utility Gas Margins -Gas margins are defined as gas operating revenues less cost of gas sold. Management believes that gas margins provide a more meaningful basis for evaluating utility operations than gas operating revenues since cost of gas sold is generally passed through to customers, and therefore results in changes to gas operating revenues that are comparable to changes in cost of gas sold.

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Second Quarter 2011 vs. Second Quarter 2010 Summary -Gas margins and Dth sales for Alliant Energy for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							Dths Sold (Dths in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	37.5	$	31.2		20	%		3,592		2,847		26	%
Commercial		19.9		17.3		15	%		2,655		2,273		17	%
Industrial		3.9		3.8		3	%		685		658		4	%
Retail subtotal		61.3		52.3		17	%		6,932		5,778		20	%
Transportation/other		5.8		7.2		(19	%)		12,130		11,011		10	%
Total revenues/sales		67.1		59.5		13	%		19,062		16,789		14	%
Cost of gas sold		34.8		28.7		21	%
Margins	$	32.3	$	30.8		5	%

First Half 2011 vs. First Half 2010 Summary -Gas margins and Dth sales for Alliant Energy for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							Dths Sold (Dths in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	172.6	$	166.6		4	%		17,693		16,750		6	%
Commercial		96.0		89.7		7	%		11,746		10,620		11	%
Industrial		14.1		13.0		8	%		2,131		1,865		14	%
Retail subtotal		282.7		269.3		5	%		31,570		29,235		8	%
Transportation/other		13.4		15.1		(11	%)		26,104		24,907		5	%
Total revenues/sales		296.1		284.4		4	%		57,674		54,142		7	%
Cost of gas sold		191.2		185.1		3	%
Margins	$	104.9	$	99.3		6	%

Gas margins increased $6 million, or 6%, for the six-month period primarily due to an estimated $5 million increase in sales from the impacts of weather conditions and $3 million of higher energy conservation revenues at IPL. Estimated increases (decreases) to Alliant Energy’s gas margins from the impacts of weather for the first half of 2011 and 2010 were $4 million and ($1) million, respectively. Changes in energy conservation revenues were largely offset by changes in energy conservation expenses for the first half of 2011.

Natural Gas Cost Recoveries -Alliant Energy’s cost of gas sold increased $6 million, or 21%, and $6 million, or 3%, in the second quarter and first half of 2011, respectively, primarily due to an increase in Dths sold to retail customers largely caused by weather conditions. This item was partially offset by a decrease in natural gas prices. Due to Alliant Energy’s rate recovery mechanisms for natural gas costs, these changes in cost of gas sold resulted in comparable changes in gas revenues and, therefore, did not have a significant impact on gas margins.

Weather Conditions -Heating degree days (HDD) in Alliant Energy’s service territories for the three and six months ended June 30 were as follows:

	Three Months						Six Months
	Actual						Actual
	2011		2010		Normal		2011		2010		Normal
HDD (a):
Cedar Rapids, Iowa (IPL)		779		501		716		4,369		4,180		4,098
Madison, Wisconsin (WPL)		912		611		851		4,588		4,066		4,341

(a) HDD are calculated using a simple average of the high and low temperatures each day compared to a 65 degree base. Normal degree days are calculated using a rolling 20-year average of historical HDD.

Refer to “Rate Matters” for discussion of various electric and gas rate filings of IPL and WPL.

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Non-regulated Revenues -Alliant Energy’s non-regulated revenues for the three and six months ended June 30 were as follows (in millions):

	Three Months				Six Months
	2011		2010		2011		2010
RMT	$	107.0	$	28.6	$	174.8	$	62.0
Transportation		11.6		10.4		22.5		19.7
Other		—		0.4		0.3		0.5
	$	118.6	$	39.4	$	197.6	$	82.2

The increased RMT revenues were primarily caused by increased demand for construction management services for large solar and wind projects in the second quarter and first half of 2011. These increases in revenues were largely offset by higher costs incurred by RMT for these large solar and wind projects, which are included in non-regulated operation and maintenance expenses discussed below. Future demand for RMT’s construction management services for large renewable energy projects is expected to be impacted by various external factors, including the availability and amount of government incentives for renewable energy projects, the number and scope of federal and state-imposed renewable portfolio standards and the availability and cost of capital to fund capital expenditures for renewable energy projects. The American Recovery and Reinvestment Act of 2009 enacted in 2009 extended incentives to renewable energy projects completed by Dec. 31, 2012.

Electric Transmission Service Expense - Alliant Energy’s electric transmission service expense for the utilities increased $9 million and $20 million for the three- and six-month periods, respectively, primarily due to higher transmission costs at IPL related to transmission services from ITC. The electric transmission service costs billed by ITC to IPL were $3 million higher in the second quarter and first half of 2011 than those billed by ITC to IPL in the same periods in 2010. In addition, deferrals and regulatory liability offsets approved by the IUB to reduce transmission service expenses were lower in 2011 compared to 2010 resulting in higher transmission service expense at IPL in the second quarter and first half of 2011. In the second quarter and first half of 2010, IPL deferred $10 million and $20 million, respectively, of electric transmission expenses related to the Iowa retail portion of 2008 under-recovered costs billed to IPL by ITC during the second quarter and first half of 2010. IPL also utilized $3 million of regulatory liabilities to offset a portion of the electric transmission service expenses incurred during the first half of 2010. In the second quarter and first half of 2011, IPL utilized $4 million and $9 million, respectively, of regulatory liabilities to offset transmission service expenses related to the Iowa retail portion of 2009 under-recovered costs billed to IPL by ITC during the second quarter and first half of 2011. Excluding the impact of these deferrals and regulatory liability offsets, IPL’s electric transmission service costs from ITC increased $9 million and $17 million in the second quarter and first half of 2011, respectively. Alliant Energy currently estimates electric transmission service costs from ITC (excluding the impacts of deferrals and regulatory liability offsets) will be approximately $30 million to $40 million higher in 2011 compared to 2010. IPL is currently recovering the Iowa retail portion of these increased electric transmission service costs from its electric retail customers in Iowa through a transmission cost rider that was approved by the IUB in January 2011. Refer to “Rate Matters” for additional discussion of the transmission cost rider.

Utility Other Operation and Maintenance Expenses -Alliant Energy’s other operation and maintenance expenses for the utilities increased $17 million and $27 million for the three- and six-month periods, respectively, due to the following reasons (amounts represent variances between periods in millions):

Second Quarter 2011 vs. Second Quarter 2010 Summary:

	Alliant Energy			IPL			WPL
Regulatory-related charges and credits from IPL electric rate case oral decision in the second quarter of 2011 (a)	$	11		$	11		$	—
Additional benefits costs for Cash Balance Plan in the second quarter of 2011 (b)		9			6			3
Regulatory asset impairments in the second quarter of 2011 (c)		6			1			5
Higher wind turbine operation and maintenance expenses at WPL (d)		2			—			2
Loss contingency reserve for Cash Balance Plan lawsuit in the second quarter of 2010 (e)		(4	)		(3	)		(1	)
Restructuring charges in the second quarter of 2010 (f)		(4	)		(2	)		(2	)
Asset impairment in the second quarter of 2010 at IPL (g)		(4	)		(4	)		—
Other		1			—			1
	$	17		$	9		$	8

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First Half 2011 vs. First Half 2010 Summary:

	Alliant Energy			IPL			WPL
Regulatory-related charges and credits from IPL electric rate case oral decision in the second quarter of 2011 (a)	$	11		$	11		$	—
Additional benefits costs for Cash Balance Plan in the second quarter of 2011 (b)		9			6			3
Regulatory asset impairments in the second quarter of 2011 (c)		6			1			5
Wind site impairment charge at WPL in the first quarter of 2011 (h)		5			—			5
Higher wind turbine operation and maintenance expenses at WPL (d)		4			—			4
Higher energy conservation expenses at IPL (i)		3			3			—
Loss contingency reserve for Cash Balance Plan lawsuit in the second quarter of 2010 (e)		(4	)		(3	)		(1	)
Restructuring charges in the second quarter of 2010 (f)		(4	)		(2	)		(2	)
Asset impairment in the second quarter of 2010 at IPL (g)		(4	)		(4	)		—
Other		1			1			—
	$	27		$	13		$	14

(a) Refer to Notes 1(b) and 1(c) of the “Combined Notes to Condensed Consolidated Financial Statements” for details of regulatory-related charges and credits incurred by IPL in the second quarter of 2011 due to the oral decision issued by the MPUC in IPL’s Minnesota retail electric rate case (2009 test year).

(b) Refer to Note 5(a) of the “Combined Notes to Condensed Consolidated Financial Statements” for details of the additional benefit costs incurred by Alliant Energy, IPL and WPL in the second quarter of 2011 resulting from an amendment to the Alliant Energy Cash Balance Pension Plan.

(c) Refer to Note 1(b) of the “Combined Notes to Condensed Consolidated Financial Statements” for details of regulatory asset impairments incurred by IPL and WPL in the second quarter of 2011.

(d) Operation and maintenance expenses for WPL’s Bent Tree - Phase I wind project, which began generating electricity in late 2010.

(e) Alliant Energy recognized a $4 million loss contingency related to the Alliant Energy Cash Balance Pension Plan class action lawsuit in the second quarter of 2010. Refer to Note 11(c) of the “Combined Notes to Condensed Consolidated Financial Statements” for additional details of the lawsuit.

(f) Resulting from the elimination of certain corporate and operations positions.

(g) IPL recognized a $4 million impairment in the second quarter of 2010 related to its Sixth Street assets as a result of a decision not to rebuild electric operations at Sixth Street.

(h) Refer to Note 1(c) of the “Combined Notes to Condensed Consolidated Financial Statements” for details of the wind site impairment charge recorded by WPL in the first quarter of 2011.

(i) Changes in energy conservation expenses were largely offset by changes in energy conservation revenues included in utility gas margins.

Non-regulated Operation and Maintenance Expenses -Alliant Energy’s non-regulated operation and maintenance expenses for the three and six months ended June 30 were as follows (in millions):

	Three Months					Six Months
	2011			2010		2011			2010
RMT	$	104.0		$	27.8	$	169.3		$	61.3
Transportation		4.7			4.5		9.9			8.8
Other (includes eliminations)		(0.7	)		0.8		(1.3	)		1.2
	$	108.0		$	33.1	$	177.9		$	71.3

The increase in non-regulated operation and maintenance expenses at RMT was largely driven by higher construction management costs associated with the execution of large solar and wind projects in the second quarter and first half of 2011 compared to the same periods last year.

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Depreciation and Amortization Expenses - Depreciation and amortization expenses increased $17 million and $22 million for the three- and six-month periods, respectively, primarily due to a depreciation adjustment recorded in the second quarter of 2010 at WPL, which is not anticipated to have a material impact on future periods. Other increases in depreciation and amortization expenses were caused by property additions, including $4 million and $8 million of depreciation expense recognized in the second quarter and first half of 2011, respectively, related to WPL’s Bent Tree - Phase I wind project, which began generating electricity in late 2010.

Refer to “Rate Matters” for discussion of the interplay between utility operating expenses and utility margins given their impact on Alliant Energy’s rate activities.

AFUDC -AFUDC decreased $3 million and $4 million for the three- and six-month periods, respectively, primarily due to AFUDC recognized in 2010 for WPL’s Bent Tree - Phase I wind project. WPL recognized $3 million and $5 million of AFUDC for the Bent Tree - Phase I wind project in the second quarter and first half of 2010, respectively.

Income Taxes - Details of the effective income tax rates for Alliant Energy’s continuing operations during the three and six months ended June 30 were as follows:

	Three Months						Six Months
	2011			2010			2011			2010
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%		35.0	%
Wisconsin Tax Legislation enacted in June 2011		(42.3	)		—			(13.0	)		—
IPL’s customer cost management plan implemented in February 2011		(7.9	)		—			(8.5	)		—
Federal Health Care Legislation enacted in March 2010		—			—			—			4.5
Production tax credits		(5.3	)		(2.5	)		(5.5	)		(2.5	)
Other items, net		(3.2	)		(2.1	)		0.2			(0.6	)
Overall income tax rate		(23.7	%)		30.4	%		8.2	%		36.4	%

Refer to Note 4 of the “Combined Notes to Condensed Consolidated Financial Statements” for additional discussion of Wisconsin Tax Legislation enacted in the second quarter of 2011, IPL’s customer cost management plan implemented in the first quarter of 2011, Federal Health Care Legislation enacted in the first quarter of 2010 and production tax credits.

IPL’S RESULTS OF OPERATIONS

Overview - Second Quarter Results - Earnings available for common stock decreased $20 million primarily due to credits on electric customers’ bills in Iowa in 2011 resulting from the implementation of the customer cost management plan, regulatory-related charges and credits incurred in the second quarter of 2011 due to the oral decision issued by the MPUC in IPL’s Minnesota retail electric rate case (2009 test year) and additional benefit costs incurred in the second quarter of 2011 resulting from an amendment to the Alliant Energy Cash Balance Pension Plan.

Electric Margins -Electric margins are defined as electric operating revenues less electric production fuel, energy purchases and purchased electric capacity expenses. Management believes that electric margins provide a more meaningful basis for evaluating utility operations than electric operating revenues since electric production fuel, energy purchases and purchased electric capacity expenses are generally passed through to customers, and therefore, result in changes to electric operating revenues that are comparable to changes in electric production fuel, energy purchases and purchased electric capacity expenses.

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Second Quarter 2011 vs. Second Quarter 2010 Summary -Electric margins and MWh sales for IPL for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							MWhs Sold (MWhs in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	116.7	$	128.4		(9	%)		905		949		(5	%)
Commercial		83.9		87.1		(4	%)		937		942		(1	%)
Industrial		97.0		108.5		(11	%)		1,760		1,752		—
Retail subtotal		297.6		324.0		(8	%)		3,602		3,643		(1	%)
Sales for resale:
Wholesale		7.4		8.2		(10	%)		102		100		2	%
Bulk power and other		10.5		4.3		144	%		285		155		84	%
Other		8.4		8.3		1	%		22		20		10	%
Total revenues/sales		323.9		344.8		(6	%)		4,011		3,918		2	%
Electric production fuel expense		45.7		44.6		2	%
Energy purchases expense		41.7		56.7		(26	%)
Purchased electric capacity expense		34.6		33.8		2	%
Margins	$	201.9	$	209.7		(4	%)

Electric margins decreased $8 million, or 4%, primarily due to credits on electric customers’ bills in Iowa in 2011 resulting from the implementation of the customer cost management plan, which decreased IPL’s electric revenues by $17 million in the second quarter of 2011 and an estimated $2 million decrease in electric margins from changes in sales caused by weather conditions in IPL’s service territory. Estimated increases to IPL’s electric margins from the impacts of weather for the second quarter of 2011 and 2010 were $0 and $2 million, respectively. These items were partially offset by the impact of a base retail rate increase (excluding fuel cost recoveries) from the Minnesota 2009 test year base rate case, which increased IPL’s electric revenues by $4 million in the second quarter of 2011 and higher revenues related to changes in recovery mechanisms for transmission costs due to the implementation of the transmission rider in 2011. IPL’s customer cost management plan is expected to result in reductions in electric revenues that are offset by reductions in income tax expenses for the year ended Dec. 31, 2011. Changes in energy conservation revenues were largely offset by changes in energy conservation expenses included in other operation and maintenance expenses for both the second quarter and first half periods.

First Half 2011 vs. First Half 2010 Summary -Electric margins and MWh sales for IPL for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							MWhs Sold (MWhs in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	248.6	$	247.6		—			2,034		2,078		(2	%)
Commercial		168.4		165.4		2	%		1,903		1,898		—
Industrial		192.4		197.1		(2	%)		3,457		3,415		1	%
Retail subtotal		609.4		610.1		—			7,394		7,391		—
Sales for resale:
Wholesale		14.1		15.7		(10	%)		207		205		1	%
Bulk power and other		16.5		12.0		38	%		474		373		27	%
Other		14.1		16.6		(15	%)		43		42		2	%
Total revenues/sales		654.1		654.4		—			8,118		8,011		1	%
Electric production fuel expense		106.9		91.8		16	%
Energy purchases expense		77.3		110.0		(30	%)
Purchased electric capacity expense		73.9		72.4		2	%
Margins	$	396.0	$	380.2		4	%

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Electric margins increased $16 million, or 4%, primarily due to the impact of base retail rate increases (excluding fuel cost recoveries and transmission rider) from the Iowa and Minnesota 2009 test year base rate cases, which increased IPL’s electric revenues by $29 million in aggregate in the first half of 2011 and higher revenues at IPL related to changes in recovery mechanisms for transmission costs due to the implementation of the transmission rider in 2011. These items were partially offset by credits on electric customers’ bills in Iowa in 2011 resulting from the implementation of the customer cost management plan, which decreased IPL’s electric revenues by $24 million in the first half of 2011, and an estimated $1 million decrease in electric margins from changes in sales caused by weather conditions in IPL’s service territory. Estimated increases to IPL’s electric margins from the impacts of weather for the first half of 2011 and 2010 were $3 million and $4 million, respectively.

Refer to “Alliant Energy’s Results of Operations - Utility Electric Margins” for details on IPL’s CDD data, retail rate increases, recoveries of electric production fuel and energy purchases expenses and sales trends. Refer to “Rate Matters” for discussion of IPL’s retail electric rate increases from its Iowa and Minnesota 2009 test year base rate cases.

Gas Margins -Gas margins are defined as gas operating revenues less cost of gas sold. Management believes that gas margins provide a more meaningful basis for evaluating utility operations than gas operating revenues since cost of gas sold is generally passed through to customers, and therefore, results in changes to gas operating revenues that are comparable to changes in cost of gas sold.

Second Quarter 2011 vs. Second Quarter 2010 Summary -Gas margins and Dth sales for IPL for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							Dths Sold (Dths in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	20.8	$	16.1		29	%		1,944		1,492		30	%
Commercial		11.2		8.8		27	%		1,436		1,152		25	%
Industrial		3.6		3.4		6	%		613		588		4	%
Retail subtotal		35.6		28.3		26	%		3,993		3,232		24	%
Transportation/other		3.1		2.8		11	%		6,664		6,299		6	%
Total revenues/sales		38.7		31.1		24	%		10,657		9,531		12	%
Cost of gas sold		20.9		14.6		43	%
Margins	$	17.8	$	16.5		8	%

First Half 2011 vs. First Half 2010 Summary -Gas margins and Dth sales for IPL for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							Dths Sold (Dths in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	98.6	$	93.8		5	%		10,199		9,978		2	%
Commercial		54.6		50.8		7	%		6,472		6,120		6	%
Industrial		10.3		8.3		24	%		1,553		1,258		23	%
Retail subtotal		163.5		152.9		7	%		18,224		17,356		5	%
Transportation/other		7.1		6.9		3	%		14,093		13,949		1	%
Total revenues/sales		170.6		159.8		7	%		32,317		31,305		3	%
Cost of gas sold		113.5		105.8		7	%
Margins	$	57.1	$	54.0		6	%

Gas margins increased $3 million, or 6%, for the six-month period primarily due to $3 million of higher energy conservation revenues. Changes in energy conservation revenues were largely offset by changes in energy conservation expenses included in other operation and maintenance expenses for the six-month period.

Refer to “Alliant Energy’s Results of Operations - Utility Gas Margins” for details of IPL’s HDD data and discussion of recoveries of natural gas costs.

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Electric Transmission Service Expense - Electric transmission service expense increased $8 million and $18 million for the three- and six-month periods, respectively, primarily due to higher transmission costs related to transmission services from ITC. The electric transmission service costs billed by ITC to IPL were $3 million higher in the second quarter and first half of 2011 than those billed by ITC to IPL in the same periods in 2010. In addition, deferrals and regulatory liability offsets approved by the IUB to reduce transmission service expenses were lower in 2011 compared to 2010 resulting in higher transmission service expense at IPL in the second quarter and first half of 2011. In the second quarter and first half of 2010, IPL deferred $10 million and $20 million, respectively, of electric transmission expenses related to the Iowa retail portion of 2008 under-recovered costs billed to IPL by ITC during the second quarter and first half of 2010. IPL also utilized $3 million of regulatory liabilities to offset a portion of the electric transmission service expenses incurred during the first half of 2010. In the second quarter and first half of 2011, IPL utilized $4 million and $9 million, respectively, of regulatory liabilities to offset transmission service expenses related to the Iowa retail portion of 2009 under-recovered costs billed to IPL by ITC during the second quarter and first half of 2011. Excluding the impact of these deferrals and regulatory liability offsets, IPL’s electric transmission service costs from ITC increased $9 million and $17 million in the second quarter and first half of 2011, respectively. IPL currently estimates electric transmission service costs from ITC (excluding the impacts of deferrals and regulatory liability offsets) will be approximately $30 million to $40 million higher in 2011 compared to 2010. IPL is currently recovering the Iowa retail portion of these increased electric transmission service costs from its electric retail customers in Iowa through a transmission cost rider that was approved by the IUB in January 2011. Refer to “Rate Matters” for additional discussion of the transmission cost rider.

Other Operation and Maintenance Expenses -

Second Quarter 2011 vs. Second Quarter 2010 Summary -Other operation and maintenance expenses increased $9 million primarily due to $11 million of regulatory-related charges and credits incurred by IPL in the second quarter of 2011 due to the oral decision issued by the MPUC in IPL’s Minnesota retail electric rate case (2009 test year), $6 million of additional benefits costs in the second quarter of 2011 resulting from an amendment to the Alliant Energy Cash Balance Pension Plan and $1 million of regulatory asset impairment charges recorded in the second quarter of 2011. These items were partially offset by a $4 million asset impairment charge recorded in the second quarter of 2010 related to Sixth Street, a $3 million loss contingency reserve recorded in the second quarter of 2010 related to the Alliant Energy Cash Balance Pension Plan lawsuit, and $2 million of restructuring charges incurred in the second quarter of 2010 related to the elimination of certain corporate and operations positions.

First Half 2011 vs. First Half 2010 Summary -Other operation and maintenance expenses increased $13 million primarily due to $11 million of regulatory-related charges and credits incurred by IPL in the second quarter of 2011 due to the oral decision issued by the MPUC in IPL’s Minnesota retail electric rate case (2009 test tear), $6 million of additional benefit costs in the second quarter of 2011 resulting from an amendment to the Alliant Energy Cash Balance Pension Plan, $3 million of higher energy conservation expenses and $1 million of regulatory asset impairment charges recorded in the second quarter of 2011. These items were partially offset by a $4 million asset impairment charge recorded in the second quarter of 2010 related to Sixth Street, a $3 million loss contingency reserve recorded in the second quarter of 2010 related to the Alliant Energy Cash Balance Pension Plan lawsuit, and $2 million of restructuring charges incurred in the second quarter of 2010 related to the elimination of certain corporate and operations positions. Changes in energy conservation expenses were largely offset by changes in energy conservation revenues included in gas margins for the six-month period.

Refer to “Alliant Energy’s Results of Operations - Utility Other Operation and Maintenance Expenses” for additional details of IPL’s other operation and maintenance expenses. Refer to “Rate Matters” for discussion of the interplay between utility operating expenses and utility margins given their impact on IPL’s utility rate activities.

Income Taxes - IPL’s effective income tax rates for the three months ended June 30, 2011 and 2010 were (233.3%) and 21.5%, respectively. The comparison of effective income tax rates between these two periods is not meaningful given the dramatic impacts of the customer cost management plan and production tax credits on the effective income tax rate for the three months ended June 30, 2011, caused by the small amount of income before income taxes during such period. Details of IPL’s effective income tax rates during the six months ended June 30 were as follows:

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	Six Months
	2011			2010
Statutory federal income tax rate		35.0	%		35.0	%
Customer cost management plan implemented in February 2011		(21.9	)		—
Federal Health Care Legislation enacted in March 2010		—			7.9
Production tax credits		(6.3	)		(3.4	)
Other items, net		(3.4	)		(5.8	)
Overall income tax rate		3.4	%		33.7	%

Refer to Note 4 of the “Combined Notes to Condensed Consolidated Financial Statements” for additional discussion of IPL’s customer cost management plan implemented in the first quarter of 2011, Federal Health Care Legislation enacted in the first quarter of 2010 and production tax credits.

WPL’S RESULTS OF OPERATIONS

Overview—Second Quarter Results -WPL’s earnings available for common stock decreased $5 million primarily due to higher depreciation expense, regulatory asset impairments recorded in the second quarter of 2011 and additional benefits costs incurred in the second quarter of 2011 resulting from an amendment to the Alliant Energy Cash Balance Pension Plan. These items were partially offset by the impact of a base retail rate increase implemented in January 2011.

Electric Margins -Electric margins are defined as electric operating revenues less electric production fuel, energy purchases and purchased electric capacity expenses. Management believes that electric margins provide a more meaningful basis for evaluating utility operations than electric operating revenues since electric production fuel, energy purchases and purchased electric capacity expenses are generally passed through to customers, and therefore result in changes to electric operating revenues that are comparable to changes in electric production fuel, energy purchases and purchased electric capacity expenses.

Second Quarter 2011 vs. Second Quarter 2010 Summary -Electric margins and MWh sales for WPL for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							MWhs Sold (MWhs in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	99.2	$	94.6		5	%		776		749		4	%
Commercial		59.4		57.6		3	%		551		539		2	%
Industrial		84.5		81.0		4	%		1,135		1,062		7	%
Retail subtotal		243.1		233.2		4	%		2,462		2,350		5	%
Sales for resale:
Wholesale		39.0		40.7		(4	%)		710		674		5	%
Bulk power and other		11.2		4.0		180	%		385		209		84	%
Other		3.3		4.6		(28	%)		15		17		(12	%)
Total revenues/sales		296.6		282.5		5	%		3,572		3,250		10	%
Electric production fuel expense		50.3		46.1		9	%
Energy purchases expense		43.0		45.8		(6	%)
Purchased electric capacity expense		32.6		38.7		(16	%)
Margins	$	170.7	$	151.9		12	%

Electric margins increased $19 million, or 12%, primarily due to the impact of a non-fuel retail rate increase implemented in January 2011, which increased WPL’s electric revenues by $9 million in the second quarter of 2011. Other increases in electric margins included $5 million of lower purchased electric capacity expenses related to the Kewaunee PPA and an estimated $2 million increase from changes in sales caused by weather conditions in WPL’s service territory in the second quarter of 2011. Estimated increases to WPL’s electric margins from the impacts of weather for the second quarter of 2011 and 2010 were $2 million and $0, respectively.

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First Half 2011 vs. First Half 2010 Summary -Electric margins and MWh sales for WPL for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							MWhs Sold (MWhs in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	207.7	$	203.8		2	%		1,671		1,660		1	%
Commercial		117.6		114.6		3	%		1,118		1,103		1	%
Industrial		158.7		151.7		5	%		2,150		2,038		5	%
Retail subtotal		484.0		470.1		3	%		4,939		4,801		3	%
Sales for resale:
Wholesale		78.3		86.5		(9	%)		1,448		1,432		1	%
Bulk power and other		16.9		11.8		43	%		668		407		64	%
Other		7.5		9.4		(20	%)		32		35		(9	%)
Total revenues/sales		586.7		577.8		2	%		7,087		6,675		6	%
Electric production fuel expense		99.2		85.7		16	%
Energy purchases expense		91.3		116.1		(21	%)
Purchased electric capacity expense		51.1		63.4		(19	%)
Margins	$	345.1	$	312.6		10	%

Electric margins increased $33 million, or 10%, primarily due to the impact of a non-fuel retail rate increase implemented in January 2011, which increased WPL’s electric revenues by $18 million in the first half of 2011. Other increases in electric margins included $10 million of lower purchased electric capacity expenses related to the Kewaunee PPA, a $3 million increase from changes in the recovery of electric production fuel and energy purchases expenses and an estimated $3 million increase from changes in sales caused by weather conditions in WPL’s service territory in the first half of 2011. Estimated increases to WPL’s electric margins from the impacts of weather for the first half of 2011 and 2010 were $3 million and $0, respectively. These items were partially offset by the impact of a wholesale formula rate change, which increased WPL’s electric revenues by $4 million in the first quarter of 2010.

Refer to “Alliant Energy’s Results of Operations - Utility Electric Margins” for details of WPL’s CDD data, retail rate increase, recoveries of electric production fuel and energy purchases expenses and sales trends. Refer to “Rate Matters” for additional discussion of the retail rate increase implemented in January 2011.

Gas Margins -Gas margins are defined as gas operating revenues less cost of gas sold. Management believes that gas margins provide a more meaningful basis for evaluating utility operations than gas operating revenues since cost of gas sold is generally passed through to customers, and therefore, results in changes to gas operating revenues that are comparable to changes in cost of gas sold.

Second Quarter 2011 vs. Second Quarter 2010 Summary -Gas margins and Dth sales for WPL for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							Dths Sold (Dths in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	16.7	$	15.1		11	%		1,648		1,355		22	%
Commercial		8.7		8.5		2	%		1,219		1,121		9	%
Industrial		0.3		0.4		(25	%)		72		70		3	%
Retail subtotal		25.7		24.0		7	%		2,939		2,546		15	%
Transportation/other		2.7		4.4		(39	%)		5,466		4,712		16	%
Total revenues/sales		28.4		28.4		—			8,405		7,258		16	%
Cost of gas sold		13.9		14.1		(1	%)
Margins	$	14.5	$	14.3		1	%

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First Half 2011 vs. First Half 2010 Summary -Gas margins and Dth sales for WPL for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)							Dths Sold (Dths in thousands)
	2011		2010		Change			2011		2010		Change
Residential	$	74.0	$	72.8		2	%		7,494		6,772		11	%
Commercial		41.4		38.9		6	%		5,274		4,500		17	%
Industrial		3.8		4.7		(19	%)		578		607		(5	%)
Retail subtotal		119.2		116.4		2	%		13,346		11,879		12	%
Transportation/other		6.3		8.2		(23	%)		12,011		10,958		10	%
Total revenues/sales		125.5		124.6		1	%		25,357		22,837		11	%
Cost of gas sold		77.7		79.3		(2	%)
Margins	$	47.8	$	45.3		6	%

Gas margins increased $3 million, or 6%, for the six-month period primarily due to an estimated $4 million increase in sales caused by the impacts of weather conditions in WPL’s service territory in the first half of 2011. Estimated increases (decreases) to WPL’s gas margins from the impacts of weather for the first half of 2011 and 2010 were $2 million and ($2) million, respectively.

Refer to “Alliant Energy’s Results of Operations - Utility Gas Margins” for WPL’s HDD data and discussion of recoveries of natural gas costs.

Other Operation and Maintenance Expenses -

Second Quarter 2011 vs. Second Quarter 2010 Summary -Other operation and maintenance expenses increased $8 million primarily due to $5 million of regulatory asset impairment charges recorded in the second quarter of 2011, $3 million of additional benefits costs in the second quarter of 2011 resulting from an amendment to the Alliant Energy Cash Balance Pension Plan and $2 million of higher wind turbine operation and maintenance expenses related to the Bent Tree - Phase I wind project, which began generating electricity in late 2010. These items were partially offset by $2 million of restructuring charges incurred in the second quarter of 2010 related to the elimination of certain corporate and operations positions and a $1 million loss contingency reserve recorded in the second quarter of 2010 related to the Alliant Energy Cash Balance Pension Plan lawsuit.

First Half 2011 vs. First Half 2010 Summary -Other operation and maintenance expenses increased $14 million primarily due to $5 million of regulatory asset impairment charges recorded in the second quarter of 2011, a $5 million wind site impairment charge recorded in the first quarter of 2011, $4 million of higher wind turbine operation and maintenance expenses related to the Bent Tree - Phase I wind project, which began generating electricity in late 2010, and $3 million of additional benefits costs recorded in the second quarter of 2011 resulting from an amendment to the Alliant Energy Cash Balance Pension Plan. These items were partially offset by $2 million of restructuring charges incurred in the second quarter of 2010 related to the elimination of certain corporate and operations positions and a $1 million loss contingency reserve recorded in the second quarter of 2010 related to the Alliant Energy Cash Balance Pension Plan lawsuit.

Refer to “Alliant Energy’s Results of Operations - Utility Other Operation and Maintenance Expenses” for additional details of WPL’s other operation and maintenance expenses.

Depreciation and Amortization Expenses - Depreciation and amortization expenses increased $16 million and $20 million for the three- and six-month periods, respectively, primarily due to a depreciation adjustment recorded in the second quarter of 2010, which is not anticipated to have a material impact on future periods. Other increases in depreciation and amortization expenses were caused by property additions including $4 million and $8 million of depreciation expense recognized in the second quarter and first half of 2011, respectively, related to the Bent Tree - Phase I wind project, which began generating electricity in late 2010.

Refer to “Rate Matters” for discussion of the interplay between utility operating expenses and utility margins given their impact on WPL’s rate activities.

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AFUDC -AFUDC decreased $2 million and $3 million for the three- and six-month periods, respectively, primarily due to AFUDC recognized in 2010 for WPL’s Bent Tree - Phase I wind project. WPL recognized $3 million and $5 million of AFUDC for the Bent Tree - Phase I wind project in the second quarter and first half of 2010, respectively.

Income Taxes - Details of WPL’s effective income tax rates during the three and six months ended June 30 were as follows:

	Three Months						Six Months
	2011			2010			2011			2010
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%		35.0	%
Federal Health Care Legislation enacted in March 2010		—			—			—			2.9
Production tax credits		(5.3	)		(1.7	)		(5.5	)		(1.9	)
Other items, net		1.4			1.6			2.5			2.0
Overall income tax rate		31.1	%		34.9	%		32.0	%		38.0	%

Refer to Note 4 of the “Combined Notes to Condensed Consolidated Financial Statements” for additional discussion of Federal Health Care Legislation enacted in the first quarter of 2010 and production tax credits.

LIQUIDITY AND CAPITAL RESOURCES

A summary of Alliant Energy’s, IPL’s and WPL’s liquidity and capital resources matters is included in the 2010 Form 10-K and has not changed materially from the items reported in the 2010 Form 10-K, except as described below.

Liquidity Position -At June 30, 2011, Alliant Energy and its subsidiaries had $77 million of cash and cash equivalents, $623 million ($287 million at IPL, $240 million at WPL and $96 million at the parent company) of available capacity under their revolving credit facilities, and $10 million of available capacity at IPL under its sales of accounts receivable program.

Capital Structure - Alliant Energy’s, IPL’s and WPL’s capital structures at June 30, 2011 were as follows (dollars in millions):

	Alliant Energy
	(Consolidated)				IPL				WPL
Common equity	$	2,927.2	50.2	%	$	1,294.9	47.1	%	$	1,406.5	55.2	%
Preferred stock		205.1	3.5	%		145.1	5.3	%		60.0	2.4	%
Noncontrolling interest		2.0	—	%		—	—	%		—	—	%
Long-term debt (incl. current maturities)		2,704.9	46.3	%		1,308.8	47.6	%		1,082.0	42.4	%
	$	5,839.2	100.0	%	$	2,748.8	100.0	%	$	2,548.5	100.0	%

Cash Flows -Selected information from Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Statements of Cash Flows for the first half of 2011 and 2010 was as follows (in millions):

	Alliant Energy						IPL						WPL
	2011			2010			2011			2010			2011			2010
Cash and cash equivalents, Jan. 1	$	159.3		$	175.3		$	5.7		$	0.4		$	0.1		$	18.5
Cash flows from (used for):
Operating activities		466.8			479.2			244.9			285.5			270.5			166.7
Investing activities		(341.1	)		(395.6	)		(59.9	)		(201.0	)		(171.3	)		(199.3	)
Financing activities		(207.9	)		(87.8	)		(169.7	)		(56.4	)		(86.1	)		41.8
Net increase (decrease)		(82.2	)		(4.2	)		15.3			28.1			13.1			9.2
Cash and cash equivalents, June 30	$	77.1		$	171.1		$	21.0		$	28.5		$	13.2		$	27.7

Operating Activities -

First Half 2011 vs. First Half 2010 - Alliant Energy’s cash flows from operating activities decreased $12 million primarily due to $65 million of lower cash flows from changes in the level of IPL’s accounts receivable sold during the first half of 2011 and 2010, $24 million of credits on electric customers’ bills during the first half of 2011 resulting from IPL’s implementation of the customer cost management plan, and higher incentive-related compensation payments by Corporate Services in the first half of 2011. These items were partially offset by increased collections from IPL’s and WPL’s customers in the first half of 2011 caused by the impacts of rate increases and higher electric and gas retail sales, the timing of fuel-cost recoveries at IPL and $10 million of lower purchased electric capacity payments related to the Kewaunee PPA at WPL.

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IPL’s cash flows from operating activities decreased $41 million primarily due to $65 million of lower cash flows from changes in the level of accounts receivable sold during the first half of 2011 and 2010, $38 million of higher income tax payments and $24 million of credits on electric customers’ bills during the first half of 2011 resulting from implementation of the customer cost management plan. These items were partially offset by increased collections from IPL’s customers in the first half of 2011 caused by the impacts of rate increases and higher electric and gas retail sales, and the timing of fuel-cost recoveries.

WPL’s cash flows from operating activities increased $104 million primarily due to $58 million of higher income tax refunds, increased collections from WPL’s customers in the first half of 2011 caused by the impacts of a rate increase and higher electric and gas retail sales, and $10 million of lower payments related to the Kewaunee PPA.

IPL’s Sales of Accounts Receivable Program - Changes in cash flows related to IPL’s sales of accounts receivable program increased Alliant Energy’s and IPL’s cash flows from operations by $55 million and $120 million in the first half of 2011 and 2010, respectively. In March 2011, IPL extended through March 2012 the purchase commitment from the third-party financial institution to which it sells its receivables. Refer to Note 3 of the “Combined Notes to Condensed Consolidated Financial Statements” for additional details of IPL’s sales of accounts receivable program.

In 2007, the MPUC approved an affiliated interest agreement related to IPL’s sales of accounts receivable program subject to IPL demonstrating in its next Minnesota retail base rate case that the sales of accounts receivable program is consistent with the public interest. In April 2010, IPL filed a petition with the MPUC for approval of an amended affiliated interest agreement related to its amended and restated Receivables Purchase and Sale Agreement that became effective in April 2010. In June 2011, the MPUC issued an oral decision indicating a willingness to continue the program as long as Minnesota customers were not assuming any costs of the program. IPL currently anticipates a final order from the MPUC in the third quarter of 2011.

Pension Plan Contributions - Refer to Note 5(a) of the “Combined Notes to Condensed Consolidated Financial Statements” for updated estimates of 2011 pension plan contributions due to a $9 million contribution in the third quarter of 2011 to fund aggregate additional benefits paid to certain former participants in the Cash Balance Pension Plan.

Investing Activities -

First Half 2011 vs. First Half 2010 - Alliant Energy’s cash flows used for investing activities decreased $55 million primarily due to $37 million of lower construction and acquisition expenditures, $12 million of net proceeds from the sale of RMT’s environmental business unit in June 2011 and $9 million of expenditures for IPL’s purchase of emission allowances during the first half of 2010. The lower construction and acquisition expenditures resulted from expenditures during the first half of 2010 for WPL’s Bent Tree - Phase I wind project, IPL’s Lansing Unit 4 emission controls project and IPL’s Whispering Willow - East wind project. These items were partially offset by payments in the first half of 2011 for wind turbine generators, WPL’s acquisition of the remaining 25% interest in Edgewater Unit 5 and WPL’s emission controls project at Edgewater Unit 5.

IPL’s cash flows used for investing activities decreased $141 million primarily due to $115 million of proceeds from the sale of wind project assets to Resources in June 2011, $20 million of lower construction expenditures and $9 million of expenditures for emission allowances in the first half of 2010. The lower construction expenditures resulted from expenditures during the first half of 2010 for the Lansing Unit 4 emission controls project and Whispering Willow - East wind project. These items were partially offset by progress payments in the first quarter of 2011 for wind turbine generators that were sold to Resources in June 2011.

WPL’s cash flows used for investing activities decreased $28 million due to $27 million of lower construction and acquisition expenditures. The lower construction and acquisition expenditures resulted from expenditures during the first half of 2010 for its Bent Tree - Phase I wind project. This item was partially offset by expenditures during the first half of 2011 for the Edgewater Unit 5 purchase and emission control project.

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Construction and Acquisition Expenditures - Currently, there are no material changes to Alliant Energy’s, IPL’s and WPL’s anticipated construction and acquisition expenditures for 2011 through 2013 from those reported in the 2010 Form 10-K. Refer to “Strategic Overview - Natural Gas-Fired Generation Projects” for discussion of a potential new 600 MW natural gas-fired generating facility currently under evaluation that may result in a material increase in Alliant Energy’s and IPL’s construction expenditures beginning as early as 2014 and “Strategic Overview - Environmental Compliance Plans” for discussion of new environmental rules currently being evaluated by Alliant Energy, IPL and WPL that may have a material impact on future construction expenditures.

Financing Activities -

First Half 2011 vs. First Half 2010 - Alliant Energy’s cash flows used for financing activities increased $120 million primarily due to $300 million of aggregate proceeds received by IPL and WPL upon issuance of debentures in June 2010 and $40 million of payments to redeem IPL’s 7.10% Series C Cumulative Preferred Stock in April 2011. These items were partially offset by changes in the amount of commercial paper outstanding at IPL and WPL, and payments to redeem $100 million of WPL’s 7.625% debentures in March 2010.

IPL’s cash flows used for financing activities increased $113 million primarily due to proceeds from the issuance of $150 million of debentures in June 2010, $50 million of capital contributions from its parent company, Alliant Energy, in the first half of 2010, $44 million of common stock dividends paid to its parent company, Alliant Energy, in the first half of 2011 and $40 million of payments to redeem its 7.10% Series C Cumulative Preferred Stock in April 2011. These items were partially offset by changes in the amount of commercial paper outstanding.

WPL’s cash flows used for financing activities increased $128 million primarily due to proceeds from the issuance of $150 million of debentures in June 2010, changes in the amount of commercial paper outstanding, and $25 million of lower capital contributions from its parent company, Alliant Energy, in the first half of 2011 compared to the first half of 2010. These items were partially offset by payments to redeem $100 million of its 7.625% debentures in March 2010.

FERC Financing Authorization - As of June 30, 2011, IPL had remaining authority for $30 million of common equity distributions from additional paid in capital, rather than retained earnings, under a 2008 authorization issued by FERC.

Common Stock Issuances and Capital Contributions - Refer to Note 5(b) of the “Combined Notes to Condensed Consolidated Financial Statements” for discussion of Alliant Energy’s common stock issuances in the first half of 2011 under its equity incentive plans for employees. Refer to Note 6(a) of the “Combined Notes to Condensed Consolidated Financial Statements” for discussion of capital contributions from Alliant Energy to WPL and Resources, payments of common stock dividends by IPL and WPL to their parent company and repayments of capital by IPL to its parent company in the first half of 2011.

IPL’s Preferred Stock Redemption - In April 2011, IPL redeemed all 1,600,000 outstanding shares of its 7.10% Series C Cumulative Preferred Stock at par value for $40 million plus accrued and unpaid dividends to the redemption date. IPL’s preferred stock redemption was funded from cash from operations.

Short-term Debt - Alliant Energy’s, IPL’s and WPL’s credit facility agreements each contain a covenant, which requires the entities to maintain certain debt-to-capital ratios in order to borrow under the credit facilities. The required debt-to-capital ratios compared to the actual debt-to-capital ratios at June 30, 2011 were as follows:

	Alliant Energy	IPL	WPL
Requirement	Less than 65%	Less than 58%	Less than 58%
Status at June 30, 2011	46%	48%	45%

Refer to Note 7 of the “Combined Notes to Condensed Consolidated Financial Statements” for additional information on short-term debt.

Off-Balance Sheet Arrangements -A summary of Alliant Energy’s off-balance sheet arrangements is included in the 2010 Form 10-K and has not changed materially from the items reported in the 2010 Form 10-K, except as described below. Refer to Notes 3 and 11(d) of the “Combined Notes to Condensed Consolidated Financial Statements” for information regarding IPL’s sales of accounts receivable program, and various guarantees and indemnifications outstanding related to Alliant Energy’s previous divestiture activities, respectively.

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Certain Financial Commitments -

Contractual Obligations -A summary of Alliant Energy’s, IPL’s and WPL’s contractual obligations is included in the 2010 Form 10-K and has not changed materially from the items reported in the 2010 Form 10-K, except for the items described in Notes 4, 11(a) and 11(b) of the “Combined Notes to Condensed Consolidated Financial Statements.”

OTHER MATTERS

Market Risk Sensitive Instruments and Positions -Alliant Energy’s, IPL’s and WPL’s primary market risk exposures are associated with commodity prices, investment prices and interest rates. Alliant Energy, IPL and WPL have risk management policies to monitor and assist in controlling these market risks and use derivative instruments to manage some of the exposures. A summary of Alliant Energy’s, IPL’s and WPL’s market risks is included in the 2010 Form 10-K and such market risks have not changed materially from those reported in the 2010 Form 10-K, except as described below.

Commodity Price -WPL’s retail electric margins have the most exposure to the impact of changes in commodity prices for Alliant Energy and WPL due largely to the current retail recovery mechanism in place in Wisconsin for fuel-related costs, which became effective on Jan. 1, 2011. The cost recovery mechanism applicable for WPL’s retail electric customers is based on forecasts of fuel-related costs expected to be incurred during forward-looking test year periods and fuel monitoring ranges determined by the PSCW during each electric retail rate proceeding or in a separate fuel cost plan approval proceeding. In December 2010, the PSCW approved annual forecasted fuel-related costs per MWh of $25.12 based on $346 million of variable fuel costs for WPL’s 2011 test period and left unchanged the annual fuel monitoring range of plus or minus 2%. Under the new cost recovery mechanism, if WPL’s actual fuel-related costs fall outside this fuel monitoring range during the test period, WPL is authorized to defer the incremental over- or under-collection of fuel-related costs from electric retail customers that are outside the approved ranges. Deferral of under-collection of fuel-related costs are reduced to the extent WPL’s return on common equity during the fuel cost plan year exceeds the most recently authorized return on common equity. WPL currently believes its retail fuel-related costs expected to be incurred in 2011 will be higher than forecasted retail fuel-related costs approved by the PSCW in December 2010 resulting in an under-collection of fuel-related costs for 2011. In the first half of 2011, WPL’s under-collection of retail fuel-related costs was $4 million, of which none was deferred at June 30, 2011. WPL is currently uncertain whether any under-collected retail fuel-related costs incurred in 2011 will be eligible for deferral under this new cost recovery mechanism. Refer to “Rate Matters - WPL’s Retail Fuel-related Filings” for discussion of a 2012 fuel cost plan filed by WPL in May 2011 to increase annual electric rates beginning in January 2012 to recover anticipated increases in fuel-related costs in 2012.

Critical Accounting Policies and Estimates -A summary of Alliant Energy’s, IPL’s and WPL’s critical accounting policies and estimates is included in the 2010 Form 10-K and such policies and estimates have not changed materially from those reported in the 2010 10-K, except as described below.

Contingencies -Alliant Energy, IPL and WPL make assumptions and judgments each reporting period regarding the future outcome of contingent events and record loss contingency amounts for any contingent events that are both probable and reasonably estimated based upon current available information. Note 11 of the “Combined Notes to Condensed Consolidated Financial Statements” provides discussion of contingencies assessed at June 30, 2011 including various pending legal proceedings that may have a material impact on Alliant Energy’s, IPL’s and WPL’s financial condition or results of operations.

Regulatory Assets and Regulatory Liabilities -Alliant Energy, IPL and WPL make assumptions and judgments each reporting period regarding whether their regulatory assets are probable of future recovery and their regulatory liabilities are probable of future obligations. Note 1(b) of Alliant Energy’s “Combined Notes to Condensed Consolidated Financial Statements” provides details of the nature and amounts of Alliant Energy’s, IPL’s and WPL’s regulatory assets and regulatory liabilities assessed at June 30, 2011 as well as material changes to these regulatory assets and regulatory liabilities during the first half of 2011 including the impacts of the MPUC’s oral decision in June 2011 for IPL’s pending Minnesota retail electric rate case (2009 test year).

Long-Lived Assets -Alliant Energy, IPL and WPL complete assessments each reporting period regarding the recoverability of certain long-lived assets including assets not yet generating cash flows. Such assessments compare the carrying amount of the long-lived asset to the sum of the probability-weighted undiscounted cash flows expected to be generated from the long-lived asset. Impairments of long-lived assets are indicated when the carrying amount of the long-lived asset exceeds the sum of the probability-weighted undiscounted cash flows expected to be generated from such asset. Probability-weighted undiscounted cash flows are based on the probabilities of the various options being considered by management for utilization of the long-lived asset and the cash flows from each option. Cash flows expected to be generated from the long-lived assets and the

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probabilities of the various options require critical assumptions and judgments by management. Alliant Energy’s, IPL’s and WPL’s long-lived assets assessed at June 30, 2011 included wind turbine generators and wind sites currently expected to be used to develop future wind projects, the Minnesota retail portion of the Whispering Willow - East wind project construction costs and emission allowance intangible assets.

Franklin County Wind Project - In the second quarter of 2011, Alliant Energy decided to utilize the remaining 100 MW of wind turbine generator sets and related equipment from a master supply agreement with Vestas at Resources to build a non-regulated 100 MW wind project in Iowa, referred to as the Franklin County wind project. The undiscounted cash flows expected from the Franklin County wind project exceeded their carrying value as of June 30, 2011, resulting in no impairment in the second quarter of 2011. Changes in the estimated cash flows could result in the undiscounted cash flows being less than the carrying amount and a future material impairment. Primary factors that could have an effect on the future expected cash flows for the project include costs to construct the project, the price of energy generated from the project, and the timing and amount of tax incentives able to be generated from the project. As of June 30, 2011, the capitalized costs for the project were $115 million. The Franklin County wind project is currently expected to cost up to $235 million, excluding any capitalized interest costs.

Wind sites - In 2009, WPL purchased development rights to an approximately 100 MW wind site in Green Lake and Fond du Lac counties in Wisconsin. Due to events in the first quarter of 2011 resulting in uncertainty regarding wind siting requirements in Wisconsin and increased risks with permitting this wind site, WPL determined it would be difficult to effectively use the site for wind development. As a result, WPL recognized a $5 million impairment in the first quarter of 2011 for the amount of capitalized costs incurred for this site. Alliant Energy, IPL and WPL assessed the recoverability of their remaining undeveloped wind sites and concluded no additional impairments were required in the first half of 2011. As of June 30, 2011, these remaining undeveloped wind sites included IPL’s 200 MW of wind site capacity in Franklin County, Iowa (referred to as Whispering Willow - West) with capitalized costs of $13 million and WPL’s 200 MW of wind site capacity in Freeborn County, Minnesota (referred to as Bent Tree - Phase II) with capitalized costs of $13 million.

Whispering Willow - East Wind Project - Note 1(c) of the “Combined Notes to Condensed Consolidated Financial Statements” provides discussion of an $8 million impairment of the Minnesota retail portion of the Whispering Willow - East wind project costs in the second quarter of 2011 based on an oral decision by the MPUC in June 2011.

Emission Allowance Intangible Assets - Note 13 of the “Combined Notes to Condensed Consolidated Financial Statements” provides discussion of possible impairments of emission allowance intangible assets in the third quarter of 2011 due to the CSAPR issued by the EPA in July 2011.

Unbilled Revenues -Alliant Energy, IPL and WPL make assumptions and judgments each reporting period to estimate their amount of unbilled revenues. At June 30, 2011 and Dec. 31, 2010, unbilled revenues related to Alliant Energy’s utility operations were $138 million ($66 million at IPL and $72 million at WPL) and $163 million ($81 million at IPL and $82 million at WPL), respectively. Note 3 of the “Combined Notes to Condensed Consolidated Financial Statements” provides discussion of IPL’s unbilled revenues as of June 30, 2011 sold to a third-party financial institution related to its sales of accounts receivable program.

Pensions and Other Postretirement Benefits -Alliant Energy, IPL and WPL make assumptions and judgments periodically to estimate the obligations and costs related to their retirement plans. Note 5(a) of the “Combined Notes to Condensed Consolidated Financial Statements” provides additional details of their retirement plans including a remeasurement of Alliant Energy’s, IPL’s and WPL’s defined benefit postretirement health care plans in the second quarter of 2011. Note 11(c) of the “Combined Notes to Condensed Consolidated Financial Statements” provides recent developments of the class action lawsuit filed against the Alliant Energy Cash Balance Pension Plan (Plan) in 2008 and details of an amendment to the Plan in the second quarter of 2011 to comply with a settlement agreement reached with the IRS, which resulted in a favorable determination letter for the Plan.

Income Taxes -Alliant Energy, IPL and WPL make assumptions and judgments each reporting period to estimate their income tax assets, liabilities, benefits and expenses. Alliant Energy’s, IPL’s and WPL’s critical assumptions and judgments include projections of Alliant Energy’s future taxable income used to determine its ability to utilize net operating loss and credit carryforwards prior to their expiration and the interpretation of tax laws regarding uncertain tax positions. In March 2011, Alliant Energy received consent from the IRS to reflect a change in its tax accounting method for mixed service costs as part of its 2010 federal income tax return. This change will be applied retroactively to mixed service costs incurred since 1987. Alliant Energy recently completed an assessment of its eligible mixed service costs for the period from 1987 through 2009

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and currently expects to include approximately $390 million ($230 million for IPL and $160 million for WPL) of mixed service costs deductions for these years in its 2010 federal income tax return. The impact of the change in tax accounting method for mixed service costs resulted in a significant increase in Alliant Energy’s federal and state net operating loss carryforwards. As of June 30, 2011, Alliant Energy’s federal and state net operating loss carryforwards are estimated at $949 million and $719 million, respectively. Based on current projections of Alliant Energy’s future taxable income, Alliant Energy currently plans to utilize substantially all of its current federal and state net operating loss carryforwards prior to their expiration. Changes in assumptions regarding Alliant Energy’s future taxable income and ability to utilize net operating loss carryforwards before they expire could have a material impact on Alliant Energy’s, IPL’s and WPL’s financial condition and results of operations. Note 4 of the “Combined Notes to Condensed Consolidated Financial Statements” provides further discussion of tax matters including estimates of uncertain tax positions related to mixed service costs and $19 million of income tax benefits recognized in the second quarter of 2011 from the reversal of state operating loss valuation allowances due to Wisconsin tax legislation enacted in June 2011.

Other Future Considerations - A summary of Alliant Energy’s, IPL’s and WPL’s other future considerations is included in the 2010 Form 10-K and such considerations have not changed materially from the items reported in the 2010 Form 10-K, except as described below.

Electric Sales Projections -

Summer of 2011 Weather Conditions - In July 2011, Alliant Energy, IPL and WPL experienced significantly warmer than normal weather conditions in their service territories. The weather conditions in July 2011 are expected to result in a material increase in IPL’s and WPL’s electric sales and margins compared to July 2010 due to increased air conditioning requirements of their customers. CDDs in IPL’s and WPL’s service territories and the estimated impact on Alliant Energy’s, IPL’s and WPL’s electric margins for the month of July were as follows:

	Actual				July Normal
	July 2011		July 2010
CDD (a):
Cedar Rapids, Iowa (IPL)		399		294		236
Madison, Wisconsin (WPL)		368		307		206

(a) CDD are calculated using a simple average of the high and low temperatures each day compared to a 65 degree base. Normal degree days are calculated using a rolling 20-year average of historical CDD.

	July 2011		July 2010
Estimated electric margin impact compared to normal weather:
IPL	$	15 to $17	$	4
WPL		8 to 10		6
Alliant Energy	$	23 to $27	$	10

IPL’s Electric Transmission Service Charges - In 2008, IPL filed a FERC 206 complaint against ITC concerning certain cost components included in ITC’s 2009 proposed rates. In April 2009, FERC denied IPL’s FERC 206 complaint concluding that IPL had not presented adequate evidence that ITC’s formula rate implementation produced unjust and unreasonable rates with respect to operations and maintenance and administrative and general expenses for 2009. FERC also rejected IPL’s allegations that ITC had not been adequately forthcoming with information about its projected rates and true-up. In May 2009, IPL filed a request for rehearing with FERC. In May 2011, FERC rejected IPL’s request for rehearing. IPL does not anticipate any additional actions regarding the FERC 206 complaint filed in 2008.

Government Incentives for Wind Projects -Electric generation from IPL’s and WPL’s wind projects during the first half of 2011 were higher than expected resulting in an increase in the production tax credits generated compared to estimates previously disclosed in the 2010 Form 10-K. Current estimates of production tax credits expected to be earned in 2011 are $4 million to $5 million for WPL’s Cedar Ridge wind project, $10 million to $11 million for IPL’s Whispering Willow - East wind project and $9 million to $10 million for WPL’s Bent Tree - Phase I wind project.

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ATC—In April 2011, Duke Energy Corporation and ATC announced the creation of Duke-American Transmission Co., a joint venture that is expected to build, own and operate new electric transmission infrastructure in North America. WPL currently owns a 16% ownership interest in ATC. WPL’s investment in ATC generated equity income of $37 million and cash distributions of $31 million in 2010 for Alliant Energy and WPL. Alliant Energy and WPL are currently unable to determine what impacts this joint venture will have on their future equity income and distributions from ATC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk are reported in “Other Matters—Market Risk Sensitive Instruments and Positions” in MDA.

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 (CEO), Chief Financial Officer (CFO) 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 the end of the quarter ended June 30, 2011 pursuant to the requirements of the Securities Exchange Act of 1934. Based on their evaluation, the CEO and the CFO concluded that Alliant Energy’s, IPL’s and WPL’s disclosure controls and procedures were effective as of the end of the quarter ended June 30, 2011.

There was no change in Alliant Energy’s, IPL’s and WPL’s internal control over financial reporting that occurred during the quarter ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, Alliant Energy’s, IPL’s or WPL’s internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

WPL -

Air Permitting Violation Claims -In September 2010, Sierra Club filed in U.S. District Court for the Western District of Wisconsin a complaint against WPL, as owner and operator of Nelson Dewey and Columbia, based on allegations that modifications were made at the facilities without complying with PSD program requirements, Title V Operating Permit requirements of the CAA and state regulatory counterparts contained within the Wisconsin SIP designed to implement the CAA. In October 2010, WPL responded to these claims related to Nelson Dewey and Columbia by filing with the U.S. District Court an answer denying the Columbia allegations and a motion to dismiss the Nelson Dewey allegations based on statute of limitations arguments. In November 2010, WPL filed a motion to dismiss the Nelson Dewey and Columbia allegations based on lack of jurisdiction. Sierra Club has responded to the motions. WPL and Sierra Club are currently exchanging and responding to discovery requests. The parties have requested a stay of proceedings to explore settlement options, which is pending with the U.S. District Court. The trial date has been scheduled for April 2012.

In September 2010, Sierra Club filed in U.S. District Court for the Eastern District of Wisconsin a complaint against WPL, as owner and operator of Edgewater, which contained similar allegations regarding air permitting violations at Edgewater. In the Edgewater complaint, additional allegations were made regarding violations of emission limits for visible emissions. In February 2011, WPL responded to these claims related to Edgewater by filing with the U.S. District Court an answer denying the allegations and a motion to dismiss the allegations based on lack of jurisdiction. No trial date or scheduling order has yet been set in this case.

In December 2009, the EPA sent an NOV to WPL as an owner and the operator of Edgewater, Nelson Dewey and Columbia. The NOV alleges that the owners failed to comply with appropriate pre-construction review and permitting requirements and as a result violated the PSD program requirements, Title V Operating Permit requirements of the CAA and the Wisconsin SIP.

In response to similar EPA CAA enforcement initiatives, certain utilities have elected to settle with the EPA, while others have elected to litigate. If the EPA and/or Sierra Club successfully prove their claims that projects completed in the past at Edgewater, Nelson Dewey and Columbia required either a state or federal CAA permit, WPL may, under the applicable statutes, be required to pay civil penalties in amounts of up to $37,500 per day for each violation and/or complete actions for injunctive relief. Payment of fines and/or injunctive relief could be included in a settlement outcome. Injunctive relief

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contained in settlements or court-ordered remedies for other utilities required the installation of pollution control technology, changed operating conditions including use of alternative fuels other than coal, caps for emissions and limitations on generation including retirement of generating units, and other supplemental environmental projects. If similar remedies are required for final resolution of these matters at Edgewater, Nelson Dewey and Columbia, Alliant Energy and WPL would incur additional capital and operating expenditures. Alliant Energy and WPL are currently reviewing the allegations and are unable to predict the impact of the allegations on their financial condition or results of operations, but believe that an adverse outcome could be significant. WPL and the other owners of Edgewater and Columbia are exploring settlement options while simultaneously defending against these allegations. Alliant Energy and WPL believe the projects at Edgewater, Nelson Dewey and Columbia were routine or not projected to increase emissions and therefore did not violate the permitting requirements of the CAA.

ITEM 1A. RISK FACTORS

A summary of Alliant Energy’s, IPL’s and WPL’s risk factors is included in Item 1A in the 2010 Form 10-K and such risk factors have not changed materially from the items reported in the 2010 Form 10-K.

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

A summary of Alliant Energy common stock repurchases for the quarter ended June 30, 2011 was as follows:

Period	Total Number of Shares Purchased (a)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan		Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan (a)
April 1 to April 30		4,265	$	38.40		—	N/A
May 1 to May 31		2,750		40.74		—	N/A
June 1 to June 30		1,490		40.38		—	N/A
		8,505		39.50		—

(a) Includes 3,845, 2,750 and 82 shares of Alliant Energy common stock for April 1 to April 30, May 1 to May 31, and June 1 to June 30, respectively, purchased on the open market and held in a rabbi trust under the Alliant Energy Deferred Compensation Plan (DCP). There is no limit on the number of shares of Alliant Energy common stock that may be held under the DCP, which currently does not have an expiration date. Also includes 420 and 1,408 shares of Alliant Energy common stock for April 1 to April 30, and June 1 to June 30, respectively, transferred from employees to Alliant Energy to satisfy tax withholding requirements in connection with the vesting of certain restricted stock under equity incentive plans.

Refer to Note 6(a) of the “Combined Notes to Condensed Consolidated Financial Statements” for discussion of restrictions on IPL’s and WPL’s distributions to their parent company.

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ITEM 6. EXHIBITS

The following Exhibits are filed herewith.

12.1	Ratio of Earnings to Fixed Charges for Alliant Energy
12.2	Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements for IPL
12.3	Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements for WPL
31.1	Certification of the Chairman and CEO for Alliant Energy
31.2	Certification of the Vice President and CFO for Alliant Energy
31.3	Certification of the Chairman and CEO for IPL
31.4	Certification of the Vice President and CFO for IPL
31.5	Certification of the Chairman and CEO for WPL
31.6	Certification of the Vice President and CFO for WPL
32.1	Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for Alliant Energy
32.2	Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for IPL
32.3	Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for WPL
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

* Furnished as Exhibit 101 to this report are the following documents formatted in Extensible Business Reporting Language (XBRL): (i) Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2011 and 2010; (ii) Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Balance Sheets as of June 30, 2011 and Dec. 31, 2010; (iii) Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010; and (iv) the Combined Notes to Condensed Consolidated Financial Statements.

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 4th day of August 2011.

ALLIANT ENERGY CORPORATION

Registrant

By:	/s/    ROBERT J. DURIAN	Controller and Chief Accounting Officer
	Robert J. Durian	(Principal Accounting Officer and Authorized Signatory)

INTERSTATE POWER AND LIGHT COMPANY

Registrant

By:	/s/    ROBERT J. DURIAN	Controller and Chief Accounting Officer
	Robert J. Durian	(Principal Accounting Officer and Authorized Signatory)

WISCONSIN POWER AND LIGHT COMPANY

Registrant

By:	/s/    ROBERT J. DURIAN	Controller and Chief Accounting Officer
	Robert J. Durian	(Principal Accounting Officer and Authorized Signatory)

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ALLIANT ENERGY CORPORATION

INTERSTATE POWER AND LIGHT COMPANY

WISCONSIN POWER AND LIGHT COMPANY

Exhibit Index to Quarterly Report on Form 10-Q

For the quarter ended June 30, 2011

Exhibit Number	Description
12.1	Ratio of Earnings to Fixed Charges for Alliant Energy
12.2	Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements for IPL
12.3	Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements for WPL
31.1	Certification of the Chairman and CEO for Alliant Energy
31.2	Certification of the Vice President and CFO for Alliant Energy
31.3	Certification of the Chairman and CEO for IPL
31.4	Certification of the Vice President and CFO for IPL
31.5	Certification of the Chairman and CEO for WPL
31.6	Certification of the Vice President and CFO for WPL
32.1	Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for Alliant Energy
32.2	Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for IPL
32.3	Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for WPL
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

* Furnished as Exhibit 101 to this report are the following documents formatted in Extensible Business Reporting Language (XBRL): (i) Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2011 and 2010; (ii) Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Balance Sheets as of June 30, 2011 and Dec. 31, 2010; (iii) Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010; and (iv) the Combined Notes to Condensed Consolidated Financial Statements.

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