Item 1. BUSINESS

A. GENERAL

Alliant Energy was incorporated in Wisconsin in 1981 and maintains its principal executive offices in Madison, Wisconsin. Alliant Energy operates as a regulated investor-owned public utility holding company. Alliant Energy’s primary focus is to provide regulated electricity and natural gas service to approximately 1 million electric and approximately 418,000 natural gas customers in the Midwest through its two public utility subsidiaries, IPL and WPL. The primary first tier wholly-owned subsidiaries of Alliant Energy are: IPL, WPL, Resources and Corporate Services. A brief description of the primary first tier subsidiaries of Alliant Energy is as follows:

1. IPL - was incorporated in 1925 in Iowa as Iowa Railway and Light Corporation. 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. In Iowa, IPL provides utility services to incorporated communities as directed by the IUB and utilizes non-exclusive franchises, which cover the use of public right-of-ways for utility facilities in incorporated communities for a maximum term of 25 years. At December 31, 2013, IPL supplied electric and natural gas service to 528,355 and 234,563 retail customers, respectively. IPL is also engaged in the generation and distribution of steam for two customers in Cedar Rapids, Iowa. In 2013, 2012 and 2011, IPL had no single customer for which electric, gas, steam and/or other sales accounted for 10% or more of IPL’s consolidated revenues. Refer to Note 3(a) of the “Combined Notes to Consolidated Financial Statements” for discussion of IPL’s proposed sales of its Minnesota electric and natural gas distribution assets.

2. WPL - was incorporated in 1917 in Wisconsin as Eastern Wisconsin Electric Company. 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 operates in municipalities pursuant to permits of indefinite duration and state statutes authorizing utility operation in areas annexed by a municipality. At December 31, 2013, WPL supplied electric

and natural gas service to 460,396 and 182,647 retail customers, respectively. In 2013, 2012 and 2011, WPL had no single customer for which electric, gas and/or other sales accounted for 10% or more of WPL’s consolidated revenues. At December 31, 2013, WPL Transco was a wholly-owned subsidiary of WPL and held WPL’s investment in ATC.

3. RESOURCES - was incorporated in 1988 in Wisconsin. In 2008, Resources was converted to a limited liability company. Alliant Energy’s non-regulated investments are organized under Resources. Refer to “Information Relating to Non-regulated Operations” for additional details.

4. CORPORATE SERVICES - was incorporated in 1997 in Iowa. Corporate Services provides administrative services to Alliant Energy, IPL, WPL and Resources.

Refer to Note 17 of the “Combined Notes to Consolidated Financial Statements” for further discussion of business segments, which information is incorporated herein by reference.

B. INFORMATION RELATING TO ALLIANT ENERGY ON A CONSOLIDATED BASIS

1. EMPLOYEES - At December 31, 2013, Alliant Energy’s consolidated subsidiaries had the following full- and part-time employees:

	Number of			Number of			Total			Percentage of Employees
	Bargaining Unit			Other			Number of			Covered by Collective
	Employees			Employees			Employees			Bargaining Agreements
IPL	1,119			557			1,676			67	%
WPL	1,026			251			1,277			80	%
Corporate Services	25			853			878			3	%
Resources	85			29			114			75	%
	2,255			1,690			3,945			57	%

At December 31, 2013, Alliant Energy employees covered by collective bargaining agreements were as follows:

	Number of			Contract
	Employees			Expiration Date
IPL:
IBEW Local 204 (Cedar Rapids)	757			8/31/17
IBEW - Various	362			Various
	1,119
WPL - IBEW Local 965	1,026			5/31/14
Resources - Various	85			Various
Corporate Services - IBEW Local 204	25			10/31/14
	2,255

2. CAPITAL EXPENDITURE AND INVESTMENT PLANS - Refer to “Liquidity and Capital Resources - Cash Flows - Investing Activities - Construction and Acquisition Expenditures” in MDA for discussion of anticipated construction and acquisition expenditures for 2014 through 2017.

3. REGULATION - Alliant Energy, IPL and WPL are subject to regulation by various federal, state and local agencies. The following includes the primary regulations impacting Alliant Energy’s, IPL’s and WPL’s businesses.

FERC -

Public Utility Holding Company Act of 2005 - Alliant Energy is registered with FERC as a public utility holding company, pursuant to PUHCA, and is required to maintain certain records and to report certain transactions involving its public utilities, service company and other entities regulated by FERC. Corporate Services, IPL and WPL are subject to regulation by FERC under PUHCA for various matters including, but not limited to, affiliate transactions, public utility mergers, acquisitions and dispositions, and books, records and accounting requirements.

Energy Policy Act - The Energy Policy Act requires creation of an ERO to provide oversight by FERC. FERC designated NERC as the overarching ERO. MRO, which is a regional member of NERC, has direct responsibility for mandatory electric reliability standards for IPL and WPL.

Federal Power Act - FERC also has jurisdiction, under the Federal Power Act, over certain electric utility facilities and operations, electric wholesale and transmission rates, dividend payments, issuance of securities (only IPL, and Corporate Services through March 31, 2014) and accounting practices of Corporate Services, IPL and WPL.

Electric Wholesale Rates - IPL and WPL have received wholesale electric market-based rate authority from FERC. Market-based rate authorization allows for wholesale sales of electricity within the MISO and PJM markets and in bilateral markets, based on the market value of the transactions. IPL and WPL also have FERC-approved cost-of-service based rates related to the provision of firm full- and partial-requirement wholesale electric sales. Both IPL’s and WPL’s wholesale cost-of-service tariffs are formula-based tariffs that allow for true-ups to actual costs, including fuel costs.

Electric Transmission Rates - FERC regulates the rates charged for electric transmission facilities used in interstate commerce. Neither IPL nor WPL own or operate electric transmission facilities; however, both IPL and WPL pay for the use of the interstate electric transmission system based upon FERC-regulated rates. IPL and WPL rely primarily on the use of the ITC and ATC transmission systems, respectively. Due to the formula rates used by ITC and ATC to charge their customers and possible future changes to these rates, there is uncertainty regarding IPL’s and WPL’s future electric transmission service expenses. Refer to “Other Future Considerations” in MDA for further discussion of electric transmission service charges.

Natural Gas Act - FERC regulates the transportation and sale for resale of natural gas in interstate commerce under the Natural Gas Act. Under the Natural Gas Act, FERC has authority over certain natural gas facilities and operations of IPL and WPL.

IUB - IPL is subject to regulation by the IUB related to its operations in Iowa for various matters including, but not limited to, retail utility rates and standards of service, accounting requirements and approval of the location and construction of EGUs.

Retail Utility Base Rates - IPL files periodic requests with the IUB for retail rate changes. These filings are based on historical test periods. The historical test periods may be adjusted for certain known and measurable changes to capital investments, cost of capital and operating and maintenance expenses consistent with IUB rules and regulations. Interim retail rates can be placed in effect 10 days after the rate application filing, subject to refund, and must be based on past precedent. The IUB must decide on requests for retail rate changes within 10 months of the date of the application for which changes are filed, or the interim rates granted become permanent.

Retail Commodity Cost Recovery Mechanisms - IPL’s retail electric and natural gas tariffs contain automatic adjustment clauses for changes in prudently incurred commodity costs required to serve its retail customers in Iowa. Any over- or under-collection of commodity costs for each given month are automatically reflected in future billings to retail customers.

Retail Electric Transmission Cost Recovery Mechanism - Electric transmission service expenses are billed to IPL’s Iowa retail electric customers through a transmission cost rider. This cost recovery mechanism provides for subsequent adjustments to electric rates charged to Iowa retail electric customers for changes in electric transmission service expenses. Changes in the under-/over-collection of these costs are reflected in future billings to customers. The transmission cost rider will remain in effect until the IUB’s final decision in IPL’s next retail electric base rate case, at which time the rider will continue in its current form, continue in a modified form or be terminated.

Energy Efficiency Cost Recovery Mechanism - In accordance with Iowa law, IPL is required to file an EEP every five years with the IUB. An EEP provides a utility’s plan and related budget to achieve specified levels of energy savings. IUB approval demonstrates that the IUB believes that IPL’s EEP is reasonably expected to achieve cost-effective delivery of the energy efficiency programs. To the extent approved by the IUB, costs associated with executing the EEP are recovered from ratepayers through an additional tariff called an EECR factor. The EECR factors are revised annually and include a reconciliation to eliminate any over- or under-recovery of energy efficiency expenses from prior periods.

Electric Generating Units - IPL must obtain a GCU Certificate from the IUB in order to construct a new or significantly alter an existing EGU located in Iowa with 25 MW or more of capacity.

Advance Rate-making Principles - Iowa law provides Iowa utilities with rate-making principles prior to making certain generation investments in Iowa. As a result, IPL must file for, and the IUB must render a decision on, rate-making principles for EGUs located in Iowa, including new base-load (nuclear or coal-fired generation) EGUs with a nameplate generating capacity of 300 MW or more, combined-cycle natural gas-fired EGUs of any size and renewable generating resources, such

as wind facilities, of any size. Upon approval of rate-making principles by the IUB, IPL must either build the EGU under the approved rate-making principles, or not at all.

Electric Generating Unit Emission Controls Projects - IPL is required to submit an EPB biennially to the IUB setting out a multi-year plan and budget for managing regulated emissions from its EGUs in a cost-effective manner. IPL must simultaneously submit this plan and budget to the Iowa DNR for a determination of whether the plan and budget meet state environmental requirements for regulated emissions. The reasonable costs associated with implementing the plan are expected to be included in IPL’s future retail electric rates.

PSCW - Alliant Energy is subject to regulation by the PSCW for the type and amount of Alliant Energy’s investments in non-utility businesses and other affiliated interest activities, among other matters. WPL is also subject to regulation by the PSCW related to its operations in Wisconsin for various matters including, but not limited to, retail utility rates and standards of service, accounting requirements, issuance and use of proceeds of securities, affiliate transactions, approval of the location and construction of EGUs and certain other additions and extensions to facilities.

Retail Utility Base Rates - WPL files periodic requests with the PSCW for retail rate changes. These filings are required to be based on forward-looking test periods. There is no statutory time limit for the PSCW to decide retail base rate requests. However, the PSCW attempts to process retail base rate cases in approximately 10 months and has the ability to approve interim retail rate relief, subject to refund, if necessary.

Retail Commodity Cost Recovery Mechanisms -

Electric - WPL’s retail electric base rates include estimates of annual fuel-related costs anticipated during the test period. During each retail electric rate proceeding, or in a separate fuel cost plan approval proceeding, the PSCW sets fuel monitoring ranges based on the forecasted fuel-related costs used to determine rates in such proceeding. If WPL’s actual fuel-related costs fall outside these fuel monitoring ranges, WPL is authorized to defer the incremental over- or under-collection of fuel-related costs from retail electric customers that are outside the approved ranges. Deferrals of under-collections are reduced to the extent actual return on common equity earned by WPL during the fuel cost plan year exceeds the applicable authorized return on common equity. Subject to review and approval by the PSCW, any deferred over- or under-collection of fuel-related costs for each year are reflected in future billings to retail customers.

Natural Gas - WPL’s retail natural gas tariffs contain an automatic adjustment clause for changes in prudently incurred natural gas costs required to serve its retail gas customers. Any over- or under-collection of natural gas costs for each given month are automatically reflected in future billings to retail customers.

Energy Efficiency Cost Recovery Mechanism - WPL contributes a certain percentage of its annual utility revenues to help fund Focus on Energy, Wisconsin’s state-wide energy efficiency and renewable energy resource program. Estimated contributions to Focus on Energy, along with WPL-run energy efficiency program costs, are recovered from WPL’s retail customers through changes in base rates determined during periodic rate proceedings and include a reconciliation of such estimated amounts to actual costs incurred with any difference deferred for inclusion in future base rate changes.

New Electric Generating Units - A CA application is required to be filed with the PSCW for construction approval of any new EGU with a capacity of less than 100 MW. WPL must obtain a Certificate of Public Convenience and Necessity from the PSCW in order to construct a new EGU in Wisconsin with a capacity of 100 MW or more. In addition, WPL’s ownership and operation of EGUs (including those located outside the state of Wisconsin) to serve Wisconsin customers is subject to retail utility rate regulation by the PSCW.

Electric Generating Unit Upgrades - A CA application is required to be filed with the PSCW for construction approval of any additions to EGUs, including emission controls projects that exceed a certain threshold amount. The current PSCW rules require a CA for projects with an estimated project cost of $10 million or more.

Advance Rate-making Principles - Wisconsin law provides Wisconsin utilities with the opportunity to request rate-making principles prior to the purchase or construction of any nuclear or fossil-fueled EGU or renewable generating resource, such as a wind facility, utilized to serve Wisconsin customers. WPL is not obligated to file for or accept authorized rate-making principles under Wisconsin law. WPL can proceed with an approved project under traditional rate-making terms or accept authorized rate-making principles under Wisconsin law.

MPUC - IPL is subject to regulation by the MPUC related to its operations in Minnesota for various matters including, but not limited to, retail utility rates and standards of service, accounting requirements, affiliate transactions, and approval of the location and construction of EGUs located in Minnesota with a capacity in excess of 50 MW.

Retail Utility Rates - Requests for retail rate change can be based on either historical or projected data and interim retail rates are permitted. IPL has historically requested retail rate relief based on historical test periods. The historical test periods may be adjusted for certain known and measurable capital additions placed in service by IPL and operating and maintenance expenses incurred by IPL within 12 months after the end of the test year. Unless otherwise ordered, the MPUC must reach a final decision within 10 months of filing for retail rate relief; however, the MPUC can extend the timing by 90 days.

Renewable Energy Cost Recovery Mechanism - In 2011, IPL received an order from the MPUC approving the implementation of an automatic cost recovery rider on a temporary basis to recover costs associated with renewable generation. The renewable energy rider does not require a base rate case for annual revision of rates charged to IPL’s Minnesota retail electric customers, but requires that the renewable energy costs incurred be fully reconciled against the revenues collected for such costs. IPL utilizes this mechanism to recover costs associated with its Whispering Willow - East wind project located in Iowa.

Refer to Note 3(a) of the “Combined Notes to Consolidated Financial Statements” for discussion of IPL’s proposed sales of its Minnesota electric and natural gas distribution assets.

Environmental - Alliant Energy, IPL and WPL are subject to extensive environmental laws and regulations as a result of their current and past operations. The environmental laws and regulations relate to the protection of the environment and health and safety matters, including those governing air emissions; water discharges; the management, storage and disposal of hazardous materials; and the clean-up of contaminated sites, including former MGP sites.

The EPA administers certain federal regulatory programs and has delegated the administration of other environmental regulatory programs to the applicable state environmental agencies. In general, the state agencies have jurisdiction over air and water quality, hazardous substances management, transportation and clean-up, and solid waste management requirements. In certain cases, the state environmental agencies have delegated the administration of environmental programs to local agencies.

Alliant Energy, IPL and WPL regularly obtain federal, state and local permits to assure compliance with environmental laws and regulations. Costs associated with such compliance have increased in recent years and are expected to continue to increase in the future. Alliant Energy, IPL and WPL anticipate that prudently incurred compliance and remediation costs for IPL and WPL will be recoverable, in whole or part, through future rate case proceedings. Refer to “Environmental Matters” in MDA and Note 16(e) of the “Combined Notes to Consolidated Financial Statements” for further discussion of electric and gas environmental matters, including current or proposed environmental regulations. Refer to “Strategic Overview - Environmental Compliance Plans” in MDA for details of Alliant Energy’s, IPL’s and WPL’s future environmental compliance plans to adhere to applicable environmental requirements.

Refer to Notes 1(b), 1(g), 2 and 16(e) of the “Combined Notes to Consolidated Financial Statements,” and “Rate Matters” and “Environmental Matters” in MDA for additional information regarding regulation and utility rate matters.

4. STRATEGIC OVERVIEW - Refer to “Strategic Overview” in MDA for discussion of various strategic actions by Alliant Energy, IPL and WPL.

C. INFORMATION RELATING TO UTILITY OPERATIONS

Alliant Energy’s utility business (IPL and WPL) has three segments: a) electric operations; b) gas operations; and c) other, which includes IPL’s steam operations and the unallocated portions of the utility business. In 2013, IPL’s and WPL’s operating revenues and operating income (loss) for these three utility business segments were as follows:

	IPL						WPL
	Operating			Operating			Operating			Operating
	Revenues			Income			Revenues			Income (Loss)
Electric	82	%		82	%		85	%		92	%
Gas	15	%		14	%		14	%		9	%
Other	3	%		4	%		1	%		(1	%)
	100	%		100	%		100	%		100	%

1. ELECTRIC UTILITY OPERATIONS

General - Electric utility operations represent the largest operating segment for Alliant Energy, IPL and WPL. Alliant Energy’s electric utility operations are located in the Midwest with IPL providing electric service in Iowa and southern Minnesota and WPL providing electric service in southern and central Wisconsin. In September 2013, IPL signed a definitive agreement to sell its Minnesota electric distribution assets. Refer to Note 3(a) of the “Combined Notes to Consolidated Financial Statements” for discussion of this proposed sale. Refer to the “Electric Operating Information” tables for additional details regarding electric utility operations.

Jurisdictions - Electric utility revenues by state were as follows (dollars in millions):

	2013							2012							2011
	Amount				Percent			Amount				Percent			Amount				Percent
IPL:
Iowa		$1,416.3			52	%			$1,295.5			50	%			$1,327.2			50	%
Minnesota	75.5				3	%		75.6				3	%		81.1				3	%
Subtotal	1,491.8				55	%		1,371.1				53	%		1,408.3				53	%
WPL:
Wisconsin	1,197.2				45	%		1,218.2				47	%		1,227.5				47	%
		$2,689.0			100	%			$2,589.3			100	%			$2,635.8			100	%

The percentage of electric utility revenues regulated by the IUB, PSCW, MPUC and FERC were as follows:

	IPL									WPL
	2013			2012			2011			2013			2012			2011
IUB	93	%		92	%		90	%		—	%		—	%		—	%
PSCW	—	%		—	%		—	%		85	%		86	%		85	%
MPUC	5	%		5	%		6	%		—	%		—	%		—	%
FERC	2	%		3	%		4	%		15	%		14	%		15	%
	100	%		100	%		100	%		100	%		100	%		100	%

Customers - The number of electric customers and communities served at December 31, 2013 was as follows:

	Retail Customers			Wholesale Customers			Other Customers			Total Customers			Communities Served
IPL	528,355			8			1,366			529,729			752
WPL	460,396			21			2,262			462,679			607
	988,751			29			3,628			992,408			1,359

IPL and WPL provide electric utility service to a diversified base of retail customers in several industries, with the largest concentrations in the food manufacturing, chemical (including ethanol) and paper industries. IPL’s retail customers in the above table are billed under base rates established by the IUB or MPUC that include recovery of and a return on investments in electric infrastructure and recovery of purchased electric capacity costs and other costs required to serve customers. Electric transmission service expenses are billed to IPL’s Iowa retail electric customers through a transmission cost rider. This cost recovery mechanism provides for subsequent adjustments to electric rates charged to Iowa electric retail customers for changes in electric transmission service expenses. IPL’s fuel-related costs are recovered pursuant to fuel adjustment clauses. WPL’s retail customers in the above table are billed under base rates established by the PSCW that include recovery of and a return on investments in electric infrastructure and recovery of fuel-related costs, purchased electric capacity costs, electric transmission service costs and other costs required to serve customers. WPL defers fuel-related costs that exceed or fall below established fuel monitoring ranges through an electric fuel cost recovery mechanism. WPL’s recovery of deferred fuel-related costs is restricted if it earns in excess of its authorized return on common equity. Refer to “Rate Matters” in MDA for details of IPL’s plans to file an Iowa retail electric base rate case and WPL’s plans to file a retail electric and gas base rate case in late March 2014. Refer to Note 2 of the “Combined Notes to Consolidated Financial Statements” for additional discussion of utility rate cases.

Wholesale customers in the above table, which primarily consist of municipalities and rural electric cooperatives, are billed under wholesale service agreements. These agreements include standardized pricing mechanisms that are detailed in tariffs approved by FERC through wholesale rate case proceedings. The tariffs include an annual true-up process for actual costs incurred. A majority of IPL’s and WPL’s wholesale service agreements have terms that end after 2016. Refer to Note 3(a) of the “Combined Notes to Consolidated Financial Statements” for discussion of IPL’s Minnesota electric distribution asset sales agreement, which includes a wholesale power supply agreement that is subject to FERC approval.

In addition, WPL has bulk power customers, included in “Other customers” in the above table, that are billed according to negotiated, long-term customer-specific contracts, pursuant to FERC-approved tariffs.

Seasonality - Electric sales are seasonal to some extent with the annual peak normally occurring in the summer months due to air conditioning requirements. Electric sales are also impacted to a certain extent in the winter months due to heating requirements. In 2013, the maximum peak hour demands were as follows:

	Alliant Energy		IPL		WPL
MW	5,820		3,107		2,752
Date	July 17		July 17		July 18

Competition - Retail electric customers in Iowa, Wisconsin and Minnesota currently do not have the ability to choose their electric supplier, and IPL and WPL have obligations to serve all their retail electric customers. Although electric service in Iowa, Wisconsin and Minnesota is regulated, IPL and WPL still face competition from self-generation by large industrial customers, owners of distributed generation, alternative energy sources, and petitions to municipalize (Iowa) as well as service territory expansions by municipal utilities through annexations (Wisconsin). However, IPL and WPL attempt to attract new customers into their service territories in an effort to keep energy rates low for all its customers. Refer to “Other Future Considerations” in MDA for discussion of litigation related to a renewable power developer seeking to distribute energy in IPL’s service territory, which may impact IPL’s future electric sales.

In 2010, the PSCW approved an economic development program, which is intended to attract and retain industrial customers in WPL’s service territory. The program permits WPL to enter into a contract with eligible industrial customers for a discounted energy rate based upon specifically-defined conditions through December 2014. To be eligible for the program, each customer needs to demonstrate that it is also eligible for direct governmental assistance through a local, state or federal economic development program, in addition to other criteria. The discount amounts are limited to ensure recovery of marginal costs and will be decreased over time until a customer is paying the full tariff rate. Currently, there are three WPL customers utilizing the economic development program.

Renewable Energy Standards - As discussed in greater detail below, the states in which IPL and WPL operate have RES, which establish the amount of energy electric utilities or service providers must supply from renewable resources.

IPL - IPL has requirements to comply with RES in both Iowa and Minnesota and primarily relies upon RECs generated from the wind projects it owns and renewable energy acquired under PPAs to meet such requirements. IPL allocates its portfolio of RECs between its Iowa and Minnesota jurisdictions based on a load-ratio share. IPL has excess RECs in Iowa and a shortfall of RECs in Minnesota. However, the excess RECs in Iowa are much larger than the Minnesota shortfall partially due to the relatively small amount of IPL’s load served in Minnesota compared to Iowa. IPL’s surplus of RECs in Iowa are permitted to be used to meet the deficit of RECs in Minnesota. IPL expects to meet both its Iowa and Minnesota renewable energy requirements on a system-wide basis without the need to purchase additional RECs.

Iowa - IPL is required to purchase or own 49.8 MW of nameplate capacity from alternate energy or small hydro facilities located in its service area. IPL currently exceeds this Iowa requirement.

Minnesota - IPL’s total Minnesota retail electric sales supplied with renewable energy sources must be at least 12% currently and 17% by 2016, 20% by 2020, and 25% by 2025. Utilities in Minnesota may meet the requirements of the RES with renewable energy generated by the utility, renewable energy acquired under PPAs, or the use of accumulated or acquired RECs. IPL has met the 12% requirement and currently expects to satisfy future Minnesota RES requirements with its current wind generation and wind PPAs, supplemented as needed by acquiring additional RECs from its anticipated Iowa excess supply.

In addition to the above Minnesota requirement, IPL’s total Minnesota retail electric sales supplied with solar power must be at least 1.5% by 2020. IPL currently estimates that approximately 10 MW of solar power would be needed for compliance with this requirement by 2020.

WPL - The Wisconsin RES requires WPL to increase the portion of its total Wisconsin retail electric sales supplied by renewable energy sources above a benchmark of average retail sales from renewables in 2001, 2002 and 2003. The RES required a 2% increase above the benchmark by 2010 and will require a 6% increase above the benchmark by 2015. Based on this RES, WPL was required to supply a minimum of 5.28% of its total Wisconsin retail electric sales with renewable energy sources by 2010 and will be required to increase this amount to 9.28% by 2015. WPL may reach the RES with renewable energy it generates, it acquires under PPAs or through the use of renewable resource credits. WPL has met the 2010 requirements of this RES and currently expects to meet the 2015 requirements of the RES with its current renewable portfolio, which primarily consists of wind and hydro.

Energy Conservation - IPL and WPL continue to promote energy conservation, including their customers’ ability to efficiently manage their energy use. Refer to “Strategic Overview” in MDA for discussion of energy efficiency programs at IPL and WPL.

Electric Supply - Alliant Energy, IPL and WPL have met historical customer demand of electricity and expect to continue meeting future demand through a mix of electric supply including internally generated electricity, PPAs and additional purchases from wholesale energy markets. Alliant Energy’s mix of electric supply changed in recent years with WPL’s purchases of the Neenah Energy Facility in 2009, Wisconsin Electric Power Company’s 25% interest in Edgewater Unit 5 in 2011 and Riverside in 2012, the completion of wind projects including IPL’s Whispering Willow - East wind project in 2009 and WPL’s Bent Tree - Phase I wind project in 2011, and IPL’s retirement of various EGUs. Alliant Energy expects its mix of electric supply to change further in the next several years with IPL’s construction of Marshalltown, WPL’s potential generation investment, IPL’s new DAEC PPA for a term of February 22, 2014 through December 31, 2025, WPL’s new 150 MW PPA for a term from January 1, 2014 through December 31, 2018, the expiration of WPL’s Kewaunee PPA in December 2013 and the proposed retirement of additional EGUs. Alliant Energy, IPL and WPL periodically update their generation plans to identify longer term electric supply resource needs. These long-term generation plans are intended to meet customer demand, reduce reliance on PPAs and wholesale market purchases and mitigate the impacts of future EGU retirements while maintaining compliance with long-term electric demand PRMs, environmental requirements and RES established by regulators. Alliant Energy, IPL and WPL currently expect to meet utility customer demand in the future. However, unanticipated regional or local reliability issues could still arise in the event of unexpected delays in the construction of new generating and/or transmission facilities, retirement of EGUs, EGU outages, transmission system outages or extended periods of extreme weather conditions. Refer to the “Electric Operating Information” tables for a profile of the sources of electric supply used to meet customer demand for Alliant Energy, IPL and WPL from 2009 to 2013. Refer to “Strategic Overview” in MDA for details of Alliant Energy’s, IPL’s and WPL’s future generation plans.

Electric Demand Planning Reserve Margin - IPL and WPL are required to maintain a PRM above their load at the time of the MISO-wide peak to ensure reliability of electric service to their customers. The installed capacity reserve margin is 14.8% and the unforced capacity reserve margin is 7.3% for the June 1, 2014 through May 31, 2015 MISO planning year. IPL and WPL currently have adequate capacity to meet the MISO PRM requirements for the June 1, 2014 through May 31, 2015 MISO planning year.

Beginning with the June 1, 2013 through May 31, 2014 MISO planning year, MISO implemented an LRZ concept. The purpose of the LRZ concept is to encourage adequate generating resources adjacent to the load served by such generating resources. IPL is located in LRZ No. 3, which covers the entire state of Iowa and a portion of southern Minnesota. WPL is located in LRZ No. 2, which covers the southern and eastern portions of Wisconsin and upper peninsula of Michigan. Subject to certain zonal transfer capacity limits, load-serving utilities (including IPL and WPL) are permitted to have generating capacity located outside of their respective LRZs if they procure firm point-to-point transmission service to import the capacity from another LRZ. If a utility chooses to import capacity from another LRZ without firm point-to-point transmission service, it will incur a zonal delivery charge. Neither IPL nor WPL have current generating capacity located outside of their respective LRZs; therefore they do not expect to be subject to zonal delivery charges during the June 1, 2013 through May 31, 2014 and June 1, 2014 through May 31, 2015 MISO planning years.

Generation - IPL and WPL own a portfolio of EGUs located in Iowa, Wisconsin and Minnesota with a diversified fuel mix including coal, natural gas and renewable resources. Refer to “Properties” in Item 2 for details of IPL’s and WPL’s EGUs.

Generating Capacity - The generating capacity of IPL’s and WPL’s EGUs based on nameplate capacity by primary fuel type is as follows (in MWs):

	IPL			WPL			Total
Coal	1,617			1,338			2,955
Natural gas	1,031			1,448			2,479
Oil	349			—			349
Wind	200			269			469
Hydro	—			41			41
Total	3,197			3,096			6,293

Fuel Costs - The average cost of delivered fuel per million British Thermal Units used for electric generation was as follows:

	IPL												WPL
	2013				2012				2011				2013				2012				2011
All fuels		$2.36				$2.26				$2.18				$2.52				$2.26				$2.28
Coal	1.99				1.91				1.86				2.21				2.21				2.22
Natural gas (a)	4.63				3.79				7.17				4.86				3.21				6.30

(a)	The average cost of natural gas includes commodity and transportation costs as well as gains and losses from swap and option contracts used to hedge the price of natural gas volumes expected to be used by IPL’s and WPL’s natural gas-fired EGUs.

Coal - Coal is the primary fuel source for Alliant Energy’s, IPL’s and WPL’s internally generated electric supply and represented approximately 40% to 60% of their total sources of electric energy in 2013. Alliant Energy, through Corporate Services as agent for IPL and WPL, has entered into contracts with different suppliers to help ensure that a specified supply of coal is available at known prices for IPL’s and WPL’s coal-fired EGUs for 2014 through 2018. As of December 31, 2013, existing contracts provide for a portfolio of coal supplies that cover approximately 76%, 69%, 57%, 30% and 20% of IPL’s and WPL’s estimated aggregate annual coal supply needs for 2014 through 2018, respectively. Alliant Energy, IPL and WPL believe this portfolio of coal supplies represents a reasonable balance between the risks of insufficient supplies and those associated with being unable to respond to future coal market changes. Alliant Energy, IPL and WPL expect to meet remaining coal requirements from either future term contracts or purchases in the spot market. Alliant Energy, through its subsidiaries Corporate Services, IPL and WPL, also enters into various coal transportation agreements to meet IPL’s and WPL’s coal supply requirements. As of December 31, 2013, existing coal transportation agreements cover approximately 100% and 14% of IPL’s estimated coal transportation needs for 2014 and 2015, respectively, and 100% and 31% of WPL’s estimated coal transportation needs for 2014 and 2015, respectively.

Nearly all of the coal utilized by IPL and WPL is from the Wyoming Powder River Basin. A majority of this coal is transported by rail-car directly from Wyoming to IPL’s and WPL’s EGUs, with the remainder transported from Wyoming to the Mississippi River by rail-car and then via barges to the final destination. As protection against interruptions in coal deliveries, IPL and WPL strive to maintain average coal inventory supply targets of 25 to 55 days for EGUs with year-round deliveries and 30 to 150 days (depending upon the time of year) for EGUs with seasonal deliveries. Actual inventory averages for 2013 were 42 days for EGUs with year-round deliveries and 106 days for EGUs with seasonal deliveries. The average days on hand were computed based on actual tons of inventory divided by estimated average daily tons burned. Alliant Energy, IPL and WPL periodically test coal from sources other than the Wyoming Powder River Basin to determine which alternative sources of coal are most compatible with their EGUs. Access to alternative sources of coal is expected to provide Alliant Energy, IPL and WPL with further protection against interruptions and lessen their dependence on their primary coal source.

Average delivered fossil fuel costs are expected to increase in the future due to price structures and adjustment provisions in existing coal contracts, rate structures and adjustment provisions in existing transportation contracts, expiration of legacy transportation contracts, fuel-related surcharges incorporated by transportation carriers and expected future coal and transportation market trends. Existing coal commodity contracts with terms of greater than one year have fixed future year prices that generally reflect recent market trends. Rate adjustment provisions in older transportation contracts are primarily based on changes in the Rail Cost Adjustment Factor as published by the U.S. Surface Transportation Board. Rate adjustment provisions in more recent transportation contracts are based on changes in the All Inclusive Index Less Fuel as

published by the Association of American Railroads. These more recent transportation contracts also contain fuel surcharges that are subject to change monthly based on changes in diesel fuel prices. Other factors that may impact coal prices for future commitments are increasing costs for supplier mineral rights, increasing costs to mine the coal, and changes in various associated laws and regulations. For example, emission restrictions related to SO2, NOx and mercury, along with other environmental limitations on EGUs, continue to increase and will likely limit the ability to obtain, and further increase the cost of, adequate coal supplies. Factors that may impact future transportation rates include, but are not limited to: the need for railroads to enhance and expand infrastructure, corresponding investments in locomotives and crews, and the desire to improve margins on coal movements commensurate with margins on non-coal movements.

Alliant Energy, IPL and WPL believe they are reasonably insulated against coal price volatility given their current coal procurement process, the specific coal market in their primary purchase region and regulatory cost-recovery mechanisms. Alliant Energy’s coal procurement process stresses periodic purchases, staggering of contract terms, stair-stepped levels of supply going forward for multiple years and supplier diversity. Similarly, given the term lengths of their transportation agreements and strategic alignment of agreement expirations for negotiation purposes, Alliant Energy, IPL and WPL believe they are reasonably insulated against future higher coal transportation rates from the major railroads.

Natural Gas - Alliant Energy owns several larger natural gas-fired EGUs, including IPL’s Emery (603 MW), WPL’s Neenah (371 MW), WPL’s Riverside (675 MW) and Resources’ Sheboygan Falls (347 MW) facilities. WPL has exclusive rights to the output of Sheboygan Falls under an affiliated lease agreement. IPL and WPL also own several smaller natural gas-fired EGUs currently and expect to convert some EGUs currently fueled with coal to natural gas in the future. These facilities help meet customer demand for electricity generally during peak hour demands and when natural gas prices are low enough to make natural gas-fired generation economical compared to other fuel sources. Internally generated electric supply from natural gas-fired EGUs represented approximately 5% to 10% of Alliant Energy’s, IPL’s and WPL’s total sources of electric energy in 2013. Alliant Energy manages the gas supply to these gas-fired EGUs and provides supply through a combination of third-party deliveries and pipeline transportation and storage contracts held by IPL and WPL.

Wind - IPL’s 200 MW Whispering Willow - East wind project in Franklin County, Iowa began generating electricity in 2009. WPL’s 68 MW Cedar Ridge wind project in Fond du Lac County, Wisconsin began generating electricity in 2008. WPL’s 201 MW Bent Tree - Phase I wind project in Freeborn County, Minnesota began full generation of electricity in 2011. Internally generated electric supply from wind facilities represented approximately 5% of Alliant Energy’s, IPL’s and WPL’s total sources of electric energy in 2013. All or some of the renewable energy attributes associated with generation from these sources may be used in future years to comply with RES or other regulatory requirements, or sold to third parties in the form of RECs or other environmental commodities.

Purchased Power - IPL and WPL periodically enter into PPAs and purchase electricity from wholesale energy markets to meet a portion of their customer demand for electricity. Purchased power represented approximately 30% to 50% of Alliant Energy’s, IPL’s and WPL’s total sources of electric energy in 2013. IPL’s most significant PPA is for the purchase of 431 MWs of capacity and the resulting energy from DAEC for a term from February 22, 2014 through December 31, 2025. WPL’s most significant PPA is for the purchase of 150 MWs of energy for a term from January 1, 2014 through December 31, 2018.

Refer to Note 1(g) for discussion of IPL’s and WPL’s rate recovery of fuel-related costs and Note 16(b) for details on IPL’s and WPL’s coal, natural gas and other purchased power commitments in the “Combined Notes to Consolidated Financial Statements.”

Electric Transmission -

IPL - IPL currently receives substantially all its electric transmission services from ITC. ITC is an independent for-profit, transmission-only company and is a transmission-owning member of the MISO RTO, MRO and Reliability First Corporation Regional Entities. The annual transmission service rates that ITC charges its customers is calculated each calendar year using a FERC-approved cost of service formula rate template referred to as Attachment “O.” Refer to “Other Future Considerations” in MDA for additional information regarding transmission service charges from ITC. Refer to “Rate Matters” in MDA for discussion of a transmission cost rider approved by the IUB in January 2011 for recovery of IPL’s electric transmission service expenses.

WPL - WPL currently receives substantially all its transmission services from ATC. ATC is an independent for-profit, transmission-only company and is a transmission-owning member of the MISO RTO, MRO and Reliability First Corporation Regional Entities. The annual transmission service rates that ATC charges its customers are calculated each calendar year using a FERC-approved cost of service formula rate template referred to as Attachment “O.”

As of December 31, 2013, WPL, through its ownership interest in WPL Transco, held a 16% ownership interest in ATC with a carrying value of $272 million. WPL’s investment in ATC generated equity income of $43 million in 2013 for Alliant Energy and WPL. During 2013, ATC distributed to WPL, through WPL’s ownership interest in WPL Transco, $34 million in the form of dividends, or approximately 80% of WPL’s equity earnings from ATC. Although no assurance can be given, Alliant Energy and WPL anticipate ATC will continue a dividend payout ratio close to this level in the future.

In January 2014, WPL Transco’s operating agreement was amended to allow ATI, a wholly-owned subsidiary of Resources, to become a member of WPL Transco in addition to WPL. Beginning in 2014, WPL Transco’s capital contributions to ATC are expected to be funded from ATI instead of WPL. As a result of ATI funding these capital contributions to ATC, WPL’s ownership interest in ATC, through its ownership interest in WPL Transco, is expected to decrease over time and ATI’s ownership interest in ATC, through its ownership interest in WPL Transco, is expected to increase. ATC’s future dividends distributed to WPL and ATI will be based on their respective ownership interest in WPL Transco at the time of the dividend payment.

Alliant Energy currently anticipates that ATI will fund capital contributions of approximately $10 million, $10 million and $15 million to ATC in 2014, 2015 and 2016, respectively, to help fund future proposed transmission projects. These future proposed transmission projects require approval from various regulatory agencies to construct. Certain of these future proposed transmission projects are currently being challenged by other utilities and other transmission-only companies who have requested to own a portion of the future transmission projects proposed by ATC. Alliant Energy and WPL are currently unable to determine the impact these challenges may have on ATC’s plans to construct these proposed transmission projects and the resulting impact on ATI’s future capital contributions to ATC and WPL’s and ATI’s equity earnings income and dividends received from ATC.

In 2011, Duke Energy Corporation and ATC announced the creation of DATC, a joint venture that is expected to build, own and operate new electric transmission infrastructure in North America. In 2011, DATC announced its first set of transmission projects, which include seven new transmission lines in five Midwestern states to be constructed over a 10-year period for an aggregate cost of approximately $4 billion. These transmission projects are subject to approval by various regulatory agencies. Alliant Energy and WPL are currently unable to determine what impacts the joint venture and transmission line projects noted above, if constructed, will have on their future equity income, distributions from ATC, capital contributions to ATC, or ownership in ATC.

Refer to Note 18 of the “Combined Notes to Consolidated Financial Statements” for details of agreements between ATC and WPL. Refer to “Other Future Considerations” in MDA for discussion of potential changes to ATC’s return on equity and regulatory capital structure for common equity, which could result in Alliant Energy and WPL realizing lower equity income and dividends from ATC in the future.

MISO Markets - IPL and WPL are members of MISO, a FERC-approved RTO, which is responsible for monitoring and ensuring equal access to the transmission system in their service territories. IPL and WPL participate in the wholesale energy and ancillary services markets operated by MISO, which are discussed in more detail below. Corporate Services acts as agent on behalf of IPL and WPL pursuant to service agreements. As agent, Corporate Services enters into energy, capacity, ancillary services, and transmission sale and purchase transactions within the markets operated by MISO and PJM. Corporate Services assigns such sales and purchases among IPL and WPL based on statements received from MISO and PJM. Refer to Note 18 of the “Combined Notes to Consolidated Financial Statements” for additional discussion of these assigned amounts.

Wholesale Energy Market - IPL and WPL participate in the wholesale energy market operated by MISO. The market dictates the process by which IPL and WPL buy and sell wholesale electricity, obtain transmission services, schedule generation and ensure resource adequacy to reliably serve load. In the market, IPL and WPL submit day-ahead and/or real-time bids and offers for energy. MISO evaluates IPL’s, WPL’s and other market participants’ offers, bids and energy injections into, and withdrawals from, the system to economically dispatch the entire MISO system on an hourly basis. MISO settles these hourly offers and bids based on locational marginal prices, which are market-driven values based on the specific time and location of the purchase and/or sale of energy. The market is intended to send price signals to stakeholders about where generation or transmission system expansion is needed. In addition, MISO may dispatch generators that support reliability needs, but that would not have operated based on economic needs. In these cases, MISO’s settlement assures that these generators are made whole financially for their variable costs. IPL and WPL may also periodically engage in related transactions in PJM’s bid/offer-based wholesale energy market, which are accounted for in a similar manner as the MISO transactions.

Ancillary Services Market - IPL and WPL also participate in MISO’s ancillary services market. The ancillary services market integrates the procurement and use of regulation and contingency reserves with the existing wholesale energy market. Regulation reserves refer to generation available to meet the moment-to-moment changes in generation that are necessary to meet changes in electricity demand. Contingency reserves refer to additional generation or demand response resources, either on-line or that can be brought on-line within 10 minutes, to meet certain major events such as the loss of a large EGU or transmission line.

Financial Transmission Rights and Auction Revenue Rights - In areas of constrained transmission capacity, costs could be higher due to congestion and its impact on locational marginal prices. FTRs provide a hedge for congestion costs that occur in the MISO day-ahead energy market. MISO allocates ARRs to IPL and WPL each year based on historical use of the transmission system. The revenue rights associated with the allocated ARRs are used by IPL and WPL to acquire FTRs through the FTR auctions operated by MISO. MISO allocates ARRs annually based on a fiscal year from June 1 through May 31. IPL’s and WPL’s current FTRs acquired from ARRs extend through May 31, 2014.

Multi-value Projects - MISO tariffs billed to IPL and WPL include costs related to various shared transmission projects, including MVPs. MVPs include new large scale transmission projects that enable the reliable and economic delivery of energy in support of documented energy policy mandates, reduce market congestion or provide economic value across multiple pricing zones within MISO. MVP costs are socialized across the entire MISO footprint based on energy usage of each MISO participant. The MISO transmission charges billed to IPL and WPL are expected to increase in the future due to the increased number of shared transmission projects occurring in the MISO region. Refer to “Other Future Considerations” in MDA for further discussion of MISO transmission charges billed to IPL and WPL.

Attachment Y Notices and System Support Resources - MISO requires its market participants (including IPL and WPL, among others) who own EGUs to submit an Attachment Y Notice if they plan to retire an EGU or suspend operations of an EGU for a period longer than two months. Upon receiving an Attachment Y Notice, MISO will conduct a study to determine whether all or a portion of the EGU’s capacity is necessary to maintain system reliability. If the EGU’s capacity is determined to be necessary to maintain system reliability, MISO designates the EGU as an SSR. When an EGU is required to continue to operate for system reliability, the market participant may enter into an SSR agreement and negotiate an annual revenue requirement with MISO. The annual revenue requirement for the SSR is subject to FERC approval and is assigned to load serving entities that benefit from the continued operations of the EGU. In April 2013, the PSCW issued an order allowing investor-owned Wisconsin utilities to defer SSR costs incurred through December 31, 2015. Alliant Energy, IPL and WPL are currently unable to estimate the amount of aggregate SSR charges that may be assigned to IPL and WPL as load serving entities. Alliant Energy, IPL and WPL are also currently unable to estimate the impacts of any potential SSR designations on EGUs they plan to retire. Refer to “Strategic Overview” in MDA for discussion of EGUs that IPL and WPL currently plan to retire and “Other Future Considerations” in MDA for discussion of additional costs expected to be allocated to WPL in the future resulting from an SSR agreement MISO filed in January 2014 with another utility related to one of their EGUs designated as an SSR in one of ATC’s local resource zones.

Electric Environmental Matters - Refer to Note 16(e) of the “Combined Notes to Consolidated Financial Statements” and “Environmental Matters” in MDA for discussion of electric environmental matters, including current or proposed environmental regulations.

Alliant Energy Corporation

Electric Operating Information	2013				2012				2011				2010				2009
Operating Revenues (in millions):
Residential		$1,009.1				$975.9				$985.8				$1,001.5				$868.6
Commercial	649.4				611.4				612.1				619.0				556.8
Industrial	765.4				741.8				748.9				762.8				710.7
Retail subtotal	2,423.9				2,329.1				2,346.8				2,383.3				2,136.1
Sales for resale:
Wholesale	195.4				187.6				189.8				196.8				190.1
Bulk power and other	17.7				23.8				52.2				44.1				98.3
Other	52.0				48.8				47.0				50.0				51.4
Total		$2,689.0				$2,589.3				$2,635.8				$2,674.2				$2,475.9
Electric Sales (000s MWh):
Residential	7,824				7,679				7,740				7,836				7,532
Commercial	6,432				6,352				6,253				6,219				6,108
Industrial	11,471				11,555				11,504				11,213				10,948
Retail subtotal	25,727				25,586				25,497				25,268				24,588
Sales for resale:
Wholesale	3,564				3,317				3,372				3,325				3,251
Bulk power and other	763				1,303				1,757				1,378				2,583
Other	152				151				151				153				155
Total	30,206				30,357				30,777				30,124				30,577
Customers (End of Period):
Residential	847,350				844,388				842,780				841,726				840,927
Commercial	138,520				137,791				136,732				135,832				135,099
Industrial	2,881				2,842				2,895				2,875				2,881
Other	3,657				3,647				3,638				3,632				3,555
Total	992,408				988,668				986,045				984,065				982,462
Other Selected Electric Data:
Maximum peak hour demand (MW)	5,820				5,886				5,734				5,425				5,491
Cooling degree days (a):
Cedar Rapids, Iowa (IPL) (normal - 740)	884				1,052				887				923				406
Madison, Wisconsin (WPL) (normal - 625)	709				1,070				814				829				368
Sources of electric energy (000s MWh):
Coal	14,873				14,680				16,440				16,366				15,321
Purchased power:
Nuclear (b)	5,544				5,483				5,483				5,667				5,428
Wind (c)	1,201				1,188				1,285				1,254				957
Other (c)	5,541				7,053				6,244				6,260				8,585
Gas	2,224				1,285				588				633				661
Wind (c)	1,375				1,198				1,188				588				222
Other (c)	200				183				225				232				180
Total	30,958				31,070				31,453				31,000				31,354
Revenue per KWh sold to retail customers (cents)	9.42				9.10				9.20				9.43				8.69

(a)	Cooling degree days 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 cooling degree days.

(b)	2013 MWh includes replacement energy provided under the Kewaunee PPA after Kewaunee was shut down in May 2013.

(c)	All or some of the renewable energy attributes associated with generation from these sources may be used in future years to comply with renewable energy standards or other regulatory requirements, or sold to third parties in the form of renewable energy credits or other environmental commodities.

Interstate Power and Light Company

Electric Operating Information	2013				2012				2011				2010				2009
Operating Revenues (in millions):
Residential		$574.3				$529.9				$543.2				$561.9				$478.9
Commercial	409.6				365.3				366.0				378.7				336.8
Industrial	442.9				408.0				415.4				441.9				412.5
Retail subtotal	1,426.8				1,303.2				1,324.6				1,382.5				1,228.2
Sales for resale:
Wholesale	30.0				27.8				29.6				29.8				23.5
Bulk power and other	2.0				9.5				24.6				23.5				37.3
Other	33.0				30.6				29.5				28.5				26.6
Total		$1,491.8				$1,371.1				$1,408.3				$1,464.3				$1,315.6
Electric Sales (000s MWh):
Residential	4,272				4,141				4,223				4,295				4,113
Commercial	4,118				4,045				3,953				3,944				3,851
Industrial	6,973				7,116				7,080				6,961				6,829
Retail subtotal	15,363				15,302				15,256				15,200				14,793
Sales for resale:
Wholesale	419				418				417				425				403
Bulk power and other	98				377				729				683				901
Other	80				81				84				83				84
Total	15,960				16,178				16,486				16,391				16,181
Customers (End of Period):
Residential	444,905				443,802				443,358				443,694				443,615
Commercial	81,587				81,203				80,506				80,063				79,805
Industrial	1,863				1,836				1,906				1,900				1,914
Other	1,374				1,381				1,381				1,366				1,376
Total	529,729				528,222				527,151				527,023				526,710
Other Selected Electric Data:
Maximum peak hour demand (MW)	3,107				3,130				3,131				2,963				2,981
Cooling degree days (a):
Cedar Rapids, Iowa (normal - 740)	884				1,052				887				923				406
Sources of electric energy (000s MWh):
Coal	6,705				7,302				8,456				8,663				8,162
Purchased power:
Nuclear	3,592				3,641				3,624				3,623				3,577
Wind (b)	768				743				661				606				571
Other (b)	3,766				3,237				3,094				3,014				3,744
Gas	920				1,081				532				578				636
Wind (b)	639				579				568				353				42
Other (b)	22				38				18				22				16
Total	16,412				16,621				16,953				16,859				16,748
Revenue per KWh sold to retail customers (cents)	9.29				8.52				8.68				9.10				8.30

(a)	Cooling degree days 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 cooling degree days.

(b)	All or some of the renewable energy attributes associated with generation from these sources may be used in future years to comply with renewable energy standards or other regulatory requirements, or sold to third parties in the form of renewable energy credits or other environmental commodities.

Wisconsin Power and Light Company

Electric Operating Information	2013				2012				2011				2010				2009
Operating Revenues (in millions):
Residential		$434.8				$446.0				$442.6				$439.6				$389.7
Commercial	239.8				246.1				246.1				240.3				220.0
Industrial	322.5				333.8				333.5				320.9				298.2
Retail subtotal	997.1				1,025.9				1,022.2				1,000.8				907.9
Sales for resale:
Wholesale	165.4				159.8				160.2				167.0				166.6
Bulk power and other	15.7				14.3				27.6				20.6				61.0
Other	19.0				18.2				17.5				21.5				24.8
Total		$1,197.2				$1,218.2				$1,227.5				$1,209.9				$1,160.3
Electric Sales (000s MWh):
Residential	3,552				3,538				3,517				3,541				3,419
Commercial	2,314				2,307				2,300				2,275				2,257
Industrial	4,498				4,439				4,424				4,252				4,119
Retail subtotal	10,364				10,284				10,241				10,068				9,795
Sales for resale:
Wholesale	3,145				2,899				2,955				2,900				2,848
Bulk power and other	665				926				1,028				695				1,682
Other	72				70				67				70				71
Total	14,246				14,179				14,291				13,733				14,396
Customers (End of Period):
Residential	402,445				400,586				399,422				398,032				397,312
Commercial	56,933				56,588				56,226				55,769				55,294
Industrial	1,018				1,006				989				975				967
Other	2,283				2,266				2,257				2,266				2,179
Total	462,679				460,446				458,894				457,042				455,752
Other Selected Electric Data:
Maximum peak hour demand (MW)	2,752				2,851				2,761				2,654				2,558
Cooling degree days (a):
Madison, Wisconsin (normal - 625)	709				1,070				814				829				368
Sources of electric energy (000s MWh):
Coal	8,168				7,378				7,984				7,703				7,159
Purchased power:
Nuclear (b)	1,952				1,842				1,859				2,044				1,851
Wind (c)	433				445				624				648				386
Other (c)	1,775				3,816				3,150				3,246				4,841
Gas	1,304				204				56				55				25
Wind (c)	736				619				620				235				180
Other (c)	178				145				207				210				164
Total	14,546				14,449				14,500				14,141				14,606
Revenue per KWh sold to retail customers (cents)	9.62				9.98				9.98				9.94				9.27

(a)	Cooling degree days 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 cooling degree days.

(b)	2013 MWh includes replacement energy provided under the Kewaunee PPA after Kewaunee was shut down in May 2013.

(c)	All or some of the renewable energy attributes associated with generation from these sources may be used in future years to comply with renewable energy standards or other regulatory requirements, or sold to third parties in the form of renewable energy credits or other environmental commodities.

2. GAS UTILITY OPERATIONS

General - Gas utility operations represent the second largest operating segment for Alliant Energy, IPL and WPL. Alliant Energy’s gas utility operations are located in the Midwest with IPL providing gas service in Iowa and southern Minnesota, and WPL providing gas service in southern and central Wisconsin. In September 2013, IPL signed a definitive agreement to sell its Minnesota natural gas distribution assets. Refer to Note 3(a) of the “Combined Notes to Consolidated Financial Statements” for discussion of this proposed sale. Refer to the “Gas Operating Information” tables for additional details regarding gas utility operations.

Jurisdictions - Gas utility revenues by state were as follows (dollars in millions):

	2013							2012							2011
	Amount				Percent			Amount				Percent			Amount				Percent
IPL:
Iowa		$261.2			56	%			$216.6			55	%			$263.3			55	%
Minnesota	12.7				3	%		10.1				2	%		13.0				3	%
Subtotal	273.9				59	%		226.7				57	%		276.3				58	%
WPL:
Wisconsin	190.9				41	%		169.6				43	%		200.4				42	%
		$464.8			100	%			$396.3			100	%			$476.7			100	%

Customers - The number of gas customers and communities served at December 31, 2013 were as follows:

	Retail			Transportation /			Total			Communities
	Customers			Other Customers			Customers			Served
IPL	234,563			365			234,928			243
WPL	182,647			246			182,893			238
	417,210			611			417,821			481

IPL’s and WPL’s retail gas customers in the above table are billed under base rates established by the IUB, MPUC or PSCW that include recovery of and a return on investments in gas infrastructure and recovery of costs required to serve customers. Commodity, storage and transportation costs incurred by IPL and WPL are recovered pursuant to natural gas cost recovery mechanisms. In addition to sales of natural gas to retail customers, IPL and WPL provide transportation service to commercial and industrial customers by moving customer-owned gas through Alliant Energy’s distribution systems to the customers’ meters. Revenues are collected for this service pursuant to transportation tariffs. Refer to “Rate Matters” in MDA for discussion of IPL’s and WPL’s recent retail gas rate cases.

Seasonality - Gas sales follow a seasonal pattern with an annual base-load of gas and a large heating peak occurring during the winter season. Natural gas obtained from producers, marketers and brokers, as well as gas in storage, is utilized to meet the peak heating season requirements. Storage contracts allow IPL and WPL to purchase gas in the summer, store the gas in underground storage fields and deliver it in the winter.

Competition - Federal and state regulatory policies are in place to bring competition to the gas industry. While the gas utility distribution function is expected to remain a regulated function, sales of the natural gas commodity and related services are subject to competition from third-parties. It remains uncertain if, and when, the current economic disincentives for smaller consumption customers to choose an alternative gas commodity supplier may be removed such that the utility business begins to face competition for the sale of gas to those customers.

Gas Supply - IPL and WPL maintain purchase agreements with over 70 suppliers of natural gas from various gas producing regions of the U.S. and Canada. The majority of the gas supply contracts are for terms of six months or less, with the remaining supply contracts having terms through September 2016. IPL’s and WPL’s gas supply commitments are primarily market-based.

In more recent years, natural gas prices have fallen to levels not seen in a decade. Prices have fallen largely due to surging supply caused by shale gas production. Given the tariffs for IPL’s and WPL’s retail gas customers provide for subsequent adjustments to their rates in the cost of gas sold, the decreased natural gas prices do not have a material impact on their respective gas margins.

In providing gas commodity service to retail customers, Corporate Services administers a diversified portfolio of transportation and storage contracts on behalf of IPL and WPL. Transportation contracts with NNG, ANR, NGPL and NBPL allow access to gas supplies located in the U.S. and Canada. Arrangements with FCS provide IPL with gas delivered directly to its service territory. In 2013, the maximum daily delivery capacity for IPL and WPL was as follows (in Dths):

	NNG			ANR			NGPL			FCS			NBPL			Total
IPL	191,669			43,180			76,673			15,000			4,085			330,607
WPL	76,056			167,467			—			—			—			243,523

Refer to Note 1(g) for information relating to utility natural gas cost recovery mechanisms and Note 16(b) for discussion of natural gas commitments in the “Combined Notes to Consolidated Financial Statements.”

Gas Environmental Matters - Refer to Note 16(e) of the “Combined Notes to Consolidated Financial Statements” and “Environmental Matters” in MDA for discussion of gas environmental matters.

Alliant Energy Corporation

Gas Operating Information	2013				2012				2011				2010				2009
Operating Revenues (in millions):
Residential		$262.5				$224.3				$269.7				$273.7				$290.8
Commercial	150.3				124.3				155.1				154.2				174.7
Industrial	21.1				16.7				24.5				27.3				30.7
Retail subtotal	433.9				365.3				449.3				455.2				496.2
Transportation/other	30.9				31.0				27.4				25.4				29.1
Total		$464.8				$396.3				$476.7				$480.6				$525.3
Gas Sales (000s Dths):
Residential	29,916				23,071				26,891				27,128				27,711
Commercial	21,892				17,115				19,271				18,691				20,725
Industrial	3,803				3,068				3,848				4,158				4,558
Retail subtotal	55,611				43,254				50,010				49,977				52,994
Transportation/other	60,261				57,532				52,210				50,408				54,518
Total	115,872				100,786				102,220				100,385				107,512
Retail Customers at End of Period:
Residential	370,895				368,708				367,497				366,261				365,597
Commercial	45,874				45,684				45,667				45,552				45,641
Industrial	441				456				496				549				571
Total	417,210				414,848				413,660				412,362				411,809
Other Selected Gas Data:
Heating degree days (a):
Cedar Rapids, Iowa (IPL) (normal - 6,794)	7,232				5,901				6,745				6,868				7,074
Madison, Wisconsin (WPL) (normal - 7,089)	7,627				5,964				6,992				6,798				7,356
Revenue per Dth sold to retail customers		$7.80				$8.45				$8.98				$9.11				$9.36
Purchased gas costs per Dth sold to retail customers		$4.90				$4.94				$5.88				$6.05				$6.47

(a)	Heating degree days 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 heating degree days.

Interstate Power and Light Company

Gas Operating Information	2013				2012				2011				2010				2009
Operating Revenues (in millions):
Residential		$152.8				$126.4				$155.2				$155.6				$168.6
Commercial	85.7				69.7				87.8				88.4				100.8
Industrial	16.1				12.8				19.0				18.4				25.0
Retail subtotal	254.6				208.9				262.0				262.4				294.4
Transportation/other	19.3				17.8				14.3				11.9				14.4
Total		$273.9				$226.7				$276.3				$274.3				$308.8
Gas Sales (000s Dths):
Residential	16,975				12,955				15,660				15,923				16,072
Commercial	12,051				9,403				10,677				10,596				11,451
Industrial	2,931				2,435				3,023				2,869				3,787
Retail subtotal	31,957				24,793				29,360				29,388				31,310
Transportation/other	32,019				30,992				27,720				28,071				30,398
Total	63,976				55,785				57,080				57,459				61,708
Retail Customers at End of Period:
Residential	207,853				207,121				206,964				206,979				206,937
Commercial	26,460				26,439				26,455				26,470				26,545
Industrial	250				260				296				343				359
Total	234,563				233,820				233,715				233,792				233,841
Other Selected Gas Data:
Heating degree days (a):
Cedar Rapids, Iowa (normal - 6,794)	7,232				5,901				6,745				6,868				7,074
Revenue per Dth sold to retail customers		$7.97				$8.43				$8.92				$8.93				$9.40
Purchased gas cost per Dth sold to retail customers		$4.96				$4.92				$5.96				$6.05				$6.61

(a)	Heating degree days 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 heating degree days.

Wisconsin Power and Light Company

Gas Operating Information	2013				2012				2011				2010				2009
Operating Revenues (in millions):
Residential		$109.7				$97.9				$114.5				$118.1				$122.2
Commercial	64.6				54.6				67.3				65.8				73.9
Industrial	5.0				3.9				5.5				8.9				5.7
Retail subtotal	179.3				156.4				187.3				192.8				201.8
Transportation/other	11.6				13.2				13.1				13.5				14.7
Total		$190.9				$169.6				$200.4				$206.3				$216.5
Gas Sales (000s Dths):
Residential	12,941				10,116				11,231				11,205				11,639
Commercial	9,841				7,712				8,594				8,095				9,274
Industrial	872				633				825				1,289				771
Retail subtotal	23,654				18,461				20,650				20,589				21,684
Transportation/other	28,242				26,540				24,490				22,337				24,120
Total	51,896				45,001				45,140				42,926				45,804
Retail Customers at End of Period:
Residential	163,042				161,587				160,533				159,282				158,660
Commercial	19,414				19,245				19,212				19,082				19,096
Industrial	191				196				200				206				212
Total	182,647				181,028				179,945				178,570				177,968
Other Selected Gas Data:
Heating degree days (a):
Madison, Wisconsin (normal - 7,089)	7,627				5,964				6,992				6,798				7,356
Revenue per Dth sold to retail customers		$7.58				$8.47				$9.07				$9.36				$9.31
Purchased gas cost per Dth sold to retail customers		$4.83				$4.97				$5.77				$6.06				$6.28

(a)	Heating degree days 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 heating degree days.

3. OTHER UTILITY OPERATIONS - STEAM - IPL’s Prairie Creek facility is the primary source of steam for IPL’s two high-pressure steam customers. IPL’s largest high-pressure steam customer accounts for approximately 90% of IPL’s steam revenues. This customer is under contract through 2025 for annual steam usage of at least 3.8 million Dths, with certain conditions. IPL’s other high-pressure steam customer is under contract through 2025 for annual steam usage of at least 0.2 million Dths for 2014, with certain conditions.

D. INFORMATION RELATING TO NON-REGULATED OPERATIONS

Resources manages a portfolio of wholly-owned subsidiaries and additional investments through the following distinct platforms:

Non-regulated Generation - owns Sheboygan Falls, a 347 MW, simple-cycle, natural gas-fired EGU near Sheboygan Falls, Wisconsin, which is leased to WPL for an initial period of 20 years ending in 2025, and the 99 MW Franklin County wind project in Franklin County, Iowa.

Transportation - includes a short-line railway that provides freight service between Cedar Rapids, Iowa and Iowa City, Iowa; a barge terminal and hauling services on the Mississippi River; and other transfer and storage services.

Other non-regulated investments - includes the Whiting Petroleum tax sharing agreement receivable discussed in Note 5(b) of the “Combined Notes to Consolidated Financial Statements,” real estate investments, two corporate airplanes and several other modest investments.