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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 ended September 30, 2003
   
or
   
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
  ACT OF 1934
  For the transition period from _______ to _______
   
Commission Name of Registrant, State of Incorporation, IRS Employer
File Number Address of Principal Executive Offices and Telephone Number 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 are accelerated filers (as defined in Rule 12b-2 of the Exchange Act).
Alliant Energy Corporation Yes [ X ] No [     ]
Interstate Power and Light Company Yes [     ] No [ X ]
Wisconsin Power and Light Company Yes [     ] No [ X ]
     
Number of shares outstanding of each class of common stock as of Oct. 31, 2003:
Alliant Energy Corporation Common stock, $0.01 par value, 110,716,597 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
Part I.       Financial Information
   
     Item 1. Condensed Consolidated Financial Statements (Unaudited)
   
                Alliant Energy Corporation:
                Condensed Consolidated Statements of Income for the Three and Nine Months Ended
                     September 30, 2003 and 2002
                Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002
                Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
                     September 30, 2003 and 2002
                Notes to Condensed Consolidated Financial Statements
   
                Interstate Power and Light Company:
                Condensed Consolidated Statements of Income for the Three and Nine Months Ended
                     September 30, 2003 and 2002 19 
                Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002 20 
                Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
                     September 30, 2003 and 2002 22 
                Notes to Condensed Consolidated Financial Statements 23 
   
                Wisconsin Power and Light Company:
                Condensed Consolidated Statements of Income for the Three and Nine Months Ended
                     September 30, 2003 and 2002 24 
                Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002 25 
                Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
                     September 30, 2003 and 2002 27 
                Notes to Condensed Consolidated Financial Statements 28 
   
     Item 2. Management's Discussion and Analysis of Financial Condition and
                     Results of Operations 30 
   
     Item 3. Quantitative and Qualitative Disclosures About Market Risk 45 
   
     Item 4. Controls and Procedures 46 
   
Part II.      Other Information 46 
   
     Item 1. Legal Proceedings 46 
   
     Item 6. Exhibits and Reports on Form 8-K 46 
   
                 Signatures 48 
   

1

DEFINITIONS

Certain abbreviations or acronyms used in the text and notes of this combined Form 10-Q are defined below:

Abbreviation or Acronym Definition
AFUDC Allowance for Funds Used During Construction
Alliant Energy Alliant Energy Corporation
ARO Asset Retirement Obligation
ATC American Transmission Company LLC
Corporate Services Alliant Energy Corporate Services, Inc.
DAEC Duane Arnold Energy Center
Dth Dekatherm
EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization
EITF Emerging Issues Task Force
EITF Issue 02-3 Issues Related to Accounting for Contracts Involved in Energy
  Trading and Risk Management Activities
EITF Issue 98-10 Accounting for Contracts Involved in Energy Trading and Risk
  Management Activities
Enermetrix Enermetrix, Inc.
EPS Earnings Per Average Common Share
FASB Financial Accounting Standards Board
FIN FASB Interpretation No.
FIN 46 Consolidation of Variable Interest Entities
GAAP Accounting Principles Generally Accepted in the U.S.
IP&L Interstate Power and Light Company
IPO Initial Public Offering
IRS Internal Revenue Service
IUB Iowa Utilities Board
Kewaunee Kewaunee Nuclear Power Plant
KV Kilovolt
McLeod McLeodUSA Incorporated
MD&A Management’s Discussion and Analysis of Financial Condition
  and Results of Operations
Meridian Meridian Energy Limited
MPUC Minnesota Public Utilities Commission
MW Megawatt
MWh Megawatt-hour
NG Energy NG Energy Trading, LLC
PSCW Public Service Commission of Wisconsin
PUHCA Public Utility Holding Company Act of 1935
Resources Alliant Energy Resources, Inc.
SEC Securities and Exchange Commission
SFAS Statement of Financial Accounting Standards
SFAS 115 Accounting for Certain Investments in Debt and Equity Securities
SFAS 133 Accounting for Derivative Instruments and Hedging Activities
SFAS 143 Accounting for Asset Retirement Obligations
SmartEnergy SmartEnergy, Inc.
South Beloit South Beloit Water, Gas and Electric Company
Southern Hydro Southern Hydro Partnership
Synfuel Alliant Energy Synfuel LLC
TBD To Be Determined
TRANSLink TRANSLink Transmission Company LLC
U.S. United States of America
Whiting Whiting Oil and Gas Corporation
WP&L Wisconsin Power and Light Company
WPC Whiting Petroleum Corporation
WPSC Wisconsin Public Service Corporation
WUHCA Wisconsin Utility Holding Company Act

2

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (UNAUDITED)

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

  For the Three Months For the Nine Months
  Ended September 30, Ended September 30,
    2003   2002   2003   2002  

  (in thousands, except per share amounts)
Operating revenues:  
  Electric utility  $580,054   $546,885   $1,467,187   $1,330,297  
  Gas utility  62,254   44,594   396,527   238,201  
  Non-regulated and other  117,244   67,948   437,920   206,825  

   759,552   659,427   2,301,634   1,775,323  


Operating expenses: 
  Electric and steam production fuels  89,796   92,501   249,439   230,259  
  Purchased power  110,620   125,153   329,052   288,986  
  Cost of utility gas sold  39,874   26,917   277,943   149,392  
  Other operation and maintenance  251,361   184,363   833,871   552,831  
  Depreciation and amortization  80,698   71,580   238,282   217,695  
  Taxes other than income taxes  21,170   26,494   68,031   79,476  

   593,519   527,008   1,996,618   1,518,639  


Operating income  166,033   132,419   305,016   256,684  


Interest expense and other: 
  Interest expense  50,512   46,203   162,224   136,726  
  Interest income from loans to discontinued operations, net  (228 ) (4,819 ) (3,509 ) (12,419 )
  Equity (income) loss from unconsolidated investments  (5,084 ) 13,028   (10,067 ) 16,624  
  Allowance for funds used during construction  (5,881 ) (1,941 ) (14,314 ) (5,291 )
  Preferred dividend requirements of subsidiaries  4,087   1,602   12,213   4,966  
  Impairment of available-for-sale securities of McLeodUSA Inc.  -   -   -   27,218  
  Miscellaneous, net  (4,654 ) 3,923   (9,573 ) 20,929  

   38,752   57,996   136,974   188,753  


Income from continuing operations before income taxes  127,281   74,423   168,042   67,931  


Income taxes  42,029   27,767   56,422   34,574  


Income from continuing operations  85,252   46,656   111,620   33,357  


Income (loss) from discontinued operations, net of tax (Note 8)  17,980   (1,926 ) 29,271   27,431  


Income before cumulative effect of changes in  
      accounting principles, net of tax   103,232   44,730   140,891   60,788  


Cumulative effect of changes in accounting principles, net of tax   -   -   (5,983 ) -  


Net income   $103,232   $44,730   $134,908   $60,788  


Average number of common shares outstanding (basic)   109,221   91,182   98,214   90,539  


Earnings per average common share (basic):  
   Income from continuing operations  $0.78   $0.51   $1.13   $0.37  
   Income (loss) from discontinued operations  0.17   (0.02 ) 0.30   0.30  
   Cumulative effect of changes in accounting principles  -   -   (0.06 ) -  

   Net income  $0.95   $0.49   $1.37   $0.67  


Average number of common shares outstanding (diluted)   109,433   91,258   98,331   90,622  


Earnings per average common share (diluted):  
   Income from continuing operations  $0.78   $0.51   $1.13   $0.37  
   Income (loss) from discontinued operations  0.16   (0.02 ) 0.30   0.30  
   Cumulative effect of changes in accounting principles  -   -   (0.06 ) -  

   Net income  $0.94   $0.49   $1.37   $0.67  


Dividends declared per common share   $0.25   $0.50   $0.75   $1.50  


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

3

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

  September 30,   December 31,  
ASSETS   2003   2002  

  (in thousands)
Property, plant and equipment:  
  Utility: 
    Electric plant in service   $5,663,926   $5,295,381  
    Gas plant in service  641,933   613,122  
    Other plant in service  563,079   530,456  
    Accumulated depreciation  (3,501,344 ) (3,573,407 )

      Net plant  3,367,594   2,865,552  
    Construction work in progress: 
      Power Iowa generating facility  256,809   10,651  
      Other  117,119   252,445  
    Other, net  64,039   68,340  

          Total utility  3,805,561   3,196,988  

  Non-regulated and other, net: 
    Non-regulated domestic generation  204,852   156,699  
    International  194,503   171,179  
    Integrated Services  68,032   73,983  
    Investments  53,434   54,303  
    Corporate Services and other  68,481   75,282  

          Total non-regulated and other  589,302   531,446  

   4,394,863   3,728,434  


Current assets:  
  Cash and temporary cash investments  93,593   62,859  
  Restricted cash  9,580   9,610  
  Accounts receivable: 
    Customer, less allowance for doubtful accounts of $5,187 and $4,364  180,597   69,413  
    Unbilled utility revenues  86,916   50,624  
    Other, less allowance for doubtful accounts of $718 and $845  70,448   60,107  
  Income tax refunds receivable  123,770   97,469  
  Production fuel, at average cost  59,811   63,126  
  Materials and supplies, at average cost  62,635   58,603  
  Gas stored underground, at average cost  99,308   62,797  
  Regulatory assets  59,597   46,076  
  Assets of discontinued operations (Note 8)  538,241   969,291  
  Other  65,831   74,314  

   1,450,327   1,624,289  


Investments:  
  Investments in unconsolidated foreign entities  445,752   373,816  
  Nuclear decommissioning trust funds  369,140   344,892  
  Investment in ATC and other  234,885   217,992  

   1,049,777   936,700  


Other assets:  
  Regulatory assets  354,515   302,365  
  Deferred charges and other  356,386   409,607  

   710,901   711,972  


Total assets   $7,605,868   $7,001,395  


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

4

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

  September 30,   December 31,  
CAPITALIZATION AND LIABILITIES   2003   2002  

  (in thousands, except share amounts)
Capitalization:  
  Common stock - $0.01 par value - authorized 200,000,000 shares; 
    outstanding 110,693,697 and 92,304,220 shares  $1,107   $923  
  Additional paid-in capital  1,635,412   1,293,919  
  Retained earnings  819,396   758,187  
  Accumulated other comprehensive loss  (134,131 ) (209,943 )
  Shares in deferred compensation trust - 260,837 and 239,467 shares 
    at an average cost of $27.90 and $28.80 per share  (7,277 ) (6,896 )

       Total common equity  2,314,507   1,836,190  

 
  Cumulative preferred stock of subsidiaries, net  243,803   205,063  
  Long-term debt (excluding current portion)  2,295,843   2,609,803  

   4,854,153   4,651,056  


Current liabilities:  
  Current maturities and sinking funds  193,058   46,591  
  Variable rate demand bonds  55,100   55,100  
  Commercial paper  145,000   195,500  
  Other short-term borrowings  25,437   113,721  
  Accounts payable  268,319   282,855  
  Accrued taxes  157,613   105,521  
  Liabilities of discontinued operations (Note 8)  96,205   138,251  
  Other  200,593   184,771  

   1,141,325   1,122,310  


Other long-term liabilities and deferred credits:  
  Accumulated deferred income taxes  630,263   630,625  
  Accumulated deferred investment tax credits  50,529   54,375  
  Asset retirement obligations (Note 11)  374,372   -  
  Pension and other benefit obligations  197,119   181,010  
  Environmental liabilities  46,180   48,730  
  Other  259,395   269,864  

   1,557,858   1,184,604  


Minority interest   52,532   43,425  


Total capitalization and liabilities   $7,605,868   $7,001,395  


The accompanying 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 Nine Months Ended September 30,
  2003 2002

  (in thousands)
Cash flows from operating activities:
  Net income   $134,908   $60,788  
  Adjustments to reconcile net income to net cash flows from operating activities:
    Income from discontinued operations, net of tax  (29,271 ) (27,431 )
    Depreciation and amortization  238,282   217,695  
    Other amortizations  53,666   34,028  
    Deferred tax expense (benefit) and investment tax (credits)  37,351   (16,034 )
    Equity loss (income) from unconsolidated investments, net  (10,067 ) 16,624  
    Distributions from equity method investments  16,907   16,563  
    Non-cash valuation (income) charges  (210 ) 60,697  
    Refueling outage provision  (9,809 ) 6,165  
    Cumulative effect of changes in accounting principles, net of tax  5,983   -  
    Other  (19,158 ) (15,982 )
  Other changes in assets and liabilities:  
    Accounts receivable  3,183   11,560  
    Sale of utility accounts receivable  (161,000 ) 12,000  
    Income tax refunds receivable  (26,301 ) (51,488 )
    Gas stored underground  (36,511 ) (8,633 )
    Accounts payable  (34,021 ) (35,796 )
    Accrued taxes  52,092   68,045  
    Other  (33,158 ) 25,924  

       Net cash flows from operating activities  182,866   374,725  


Cash flows from financing activities:  
    Common stock dividends  (73,699 ) (135,256 )
    Proceeds from issuance of common stock  339,189   45,410  
    Proceeds from issuance of preferred stock of subsidiary  38,738   -  
    Redemption of preferred stock of subsidiary  -   (56,389 )
    Net change in Resources' credit facility  -   207,085  
    Proceeds from issuance of other long-term debt  161,208   -  
    Reductions in other long-term debt  (76,140 ) (20,666 )
    Net change in commercial paper and other short-term borrowings  (138,784 ) 176,737  
    Net change in loans to discontinued operations  (35,318 ) (147,658 )
    Other  (14,540 ) (19,415 )

       Net cash flows from financing activities  200,654   49,848  


Cash flows used for investing activities:  
    Construction and acquisition expenditures: 
       Regulated domestic utilities  (399,576 ) (276,692 )
       Non-regulated businesses  (227,499 ) (155,880 )
       Corporate Services and other  (5,452 ) (26,871 )
    Nuclear decommissioning trust funds  (10,366 ) (19,879 )
    Proceeds from asset dispositions  256,954   21,008  
    Other  33,153   21,778  

       Net cash flows used for investing activities  (352,786 ) (436,536 )


Net increase (decrease) in cash and temporary cash investments   30,734   (11,963 )


Cash and temporary cash investments at beginning of period   62,859   67,886  


Cash and temporary cash investments at end of period   $93,593   $55,923  


Supplemental cash flows information:  
    Cash paid during the period for: 
       Interest  $148,557   $124,560  

       Income taxes, net of refunds  $34,163   $7,147  

    Noncash investing and financing activities: 
       Debt repaid directly by buyer in the sale of Australian business  $127,595   $-  

       Debt assumed by buyer of affordable housing business  $87,986   $-  

       Capital lease obligations incurred  $2,853   $11,635  


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

6

ALLIANT ENERGY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.

The interim condensed consolidated financial statements included herein have been prepared by Alliant Energy, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include Alliant Energy and its consolidated subsidiaries (including IP&L, WP&L, Resources and Corporate Services). These financial statements should be read in conjunction with the financial statements and the notes thereto included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and IP&L’s and WP&L’s latest Annual Report on Form 10-K.


  In the opinion of management, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of (a) the consolidated results of operations for the three and nine months ended Sept. 30, 2003 and 2002, (b) the consolidated financial position at Sept. 30, 2003 and Dec. 31, 2002, and (c) the consolidated statement of cash flows for the nine months ended Sept. 30, 2003 and 2002, have been made. Because of the seasonal nature of Alliant Energy’s utility operations, results for the three and nine months ended Sept. 30, 2003 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2003. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation.

2.

Alliant Energy’s comprehensive income (loss), and the components of other comprehensive income (loss), net of taxes, for the three and nine months ended Sept. 30 were as follows (in thousands):


  Three Months Nine Months

  2003 2002 2003 2002

Net income   $103,232   $44,730   $134,908   $60,788  
       Unrealized holding gains (losses) on securities, net of tax  1,891   (1,995 ) 5,296   (12,155 )
       Less: reclassification adjustment for gains (losses) 
         included in net income, net of tax  417   (3,423 ) 1,420   (23,146 )

     Net unrealized gains on securities  1,474   1,428   3,876   10,991  

     Foreign currency translation adjustments, net of tax  (3,669 ) (77,178 ) 65,837   (120,563 )

       Unrealized holding gains (losses) on qualifying 
         derivatives, net of tax  2,822   (1,659 ) (2,058 ) (1,725 )
       Less: reclassification adjustment for gains (losses) 
         included in net income, net of tax  827   (421 ) (8,157 ) 2,985  

     Net unrealized gains (losses) on qualifying derivatives  1,995   (1,238 ) 6,099   (4,710 )

  Other comprehensive income (loss)  (200 ) (76,988 ) 75,812   (114,282 )

Comprehensive income (loss)  $103,032   ($32,258 ) $210,720   ($53,494 )

 
3.

Certain financial information relating to Alliant Energy’s significant business segments is presented below. Gas revenues included $17 million and $12 million for the three months ended Sept. 30, 2003 and 2002, and $40 million and $22 million for the nine months ended Sept. 30, 2003 and 2002, respectively, for sales to the electric segment. All other intersegment revenues were not material to Alliant Energy’s operations.


7

  Regulated Domestic Utilities Non-regulated Businesses   Alliant
 
  Energy
  Electric Gas Other Total International Other Total Other Consolidated

  (in thousands)
Three Months Ended Sept. 30, 2003
Operating revenues   $580,054   $62,254   $9,205   $651,513   $30,635   $78,962   $109,597   ($1,558 ) $759,552  
Operating income (loss)   166,168   (7,393 ) 1,642   160,417   5,232   1,114   6,346   (730 ) 166,033  
Income (loss) from continuing  
  operations     83,935   33   (2,511 ) (2,478 ) 3,795   85,252  
Income from discontinued  
  operations, net of tax     --   6   17,974   17,980   --   17,980  
Net income     83,935   39   15,463   15,502   3,795   103,232  
 
Three Months Ended Sept. 30, 2002
Operating revenues   $546,885   $44,594   $9,070   $600,549   $23,396   $37,306   $60,702   ($1,824 ) $659,427  
Operating income (loss)   141,159   (11,183 ) 2,016   131,992   3,404   (2,696 ) 708   (281 ) 132,419  
Income (loss) from continuing  
  operations     62,631   (16,344 ) (7,659 ) (24,003 ) 8,028   46,656  
Income (loss) from discontinued  
  operations, net of tax     --   (7,773 ) 5,847   (1,926 ) --   (1,926 )
Net income (loss)     62,631   (24,117 ) (1,812 ) (25,929 ) 8,028   44,730  
 
Nine Months Ended Sept. 30, 2003
Operating revenues   $1,467,187   $396,527   $29,728   $1,893,442   $85,777   $326,975   $412,752   ($4,560 ) $2,301,634  
Operating income (loss)   266,164   20,796   5,037   291,997   14,803   (1,002 ) 13,801   (782 ) 305,016  
Income (loss) from continuing  
  operations     137,545   (6,305 ) (9,048 ) (15,353 ) (10,572 ) 111,620  
Income (loss) from discontinued  
  operations, net of tax     --   44,664   (15,393 ) 29,271   --   29,271  
Cumulative effect of changes in  
  accounting principles, net of tax     --   --   (5,983 ) (5,983 ) --   (5,983 )
Net income (loss)     137,545   38,359   (30,424 ) 7,935   (10,572 ) 134,908  
 
Nine Months Ended Sept. 30, 2002
Operating revenues   $1,330,297   $238,201   $27,138   $1,595,636   $72,819   $111,940   $184,759   ($5,072 ) $1,775,323  
Operating income (loss)   249,507   1,462   6,072   257,041   6,415   (6,287 ) 128   (485 ) 256,684  
Income (loss) from continuing  
  operations     116,538   (39,724 ) (42,483 ) (82,207 ) (974 ) 33,357  
Income from discontinued  
  operations, net of tax     --   15,778   11,653   27,431   --   27,431  
Net income (loss)     116,538   (23,946 ) (30,830 ) (54,776 ) (974 ) 60,788  
 

4.

The provisions for income taxes for earnings from continuing operations are based on the estimated annual effective tax rate, which differs from the federal statutory rate of 35% principally due to state income taxes, the impact of foreign income and associated taxes, tax credits, effects of utility rate making and certain non-deductible expenses.


5.

Alliant Energy utilizes derivative instruments to manage its exposures to various market risks as described in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and IP&L’s and WP&L’s Annual Report on Form 10-K for the year ended Dec. 31, 2002. The following information supplements, and should be read in conjunction with, Note 10(a) in Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” in the Form 8-K, dated June 4, 2003.


  For the nine months ended Sept. 30, 2003, no income or loss was recognized in connection with hedge ineffectiveness in accordance with SFAS 133. For the three and nine months ended Sept. 30, 2003, Alliant Energy reclassified a loss of $0.1 million (all continuing operations) into earnings as a result of the discontinuance of hedges. At Sept. 30, 2003, the maximum length of time over which Alliant Energy hedged its exposure to the variability in future cash flows for forecasted transactions was 10 months (six months for discontinued operations) and Alliant Energy estimates that income of $1.7 million (including income of $0.2 million for discontinued operations) will be reclassified from accumulated other comprehensive loss into earnings within the 12 months between Oct. 1, 2003 and Sept. 30, 2004 as the hedged transactions affect earnings.

8

6.

A reconciliation of the weighted average common shares outstanding used in the basic and diluted EPS calculation for the three and nine months ended Sept. 30 was as follows:


  Three Months Nine Months

  2003 2002 2003 2002

Weighted average common shares outstanding:
     Basic EPS calculation   109,220,668   91,182,359   98,214,316   90,538,884  
     Effect of dilutive securities  211,841   75,915   116,605   82,901  
     Diluted EPS calculation  109,432,509   91,258,274   98,330,921   90,621,785  

  The following options to purchase shares of common stock were excluded from the calculation of diluted EPS as the exercise prices were greater than the average market price for the three and nine months ended Sept. 30 as follows:

  Three Months Nine Months

  2003 2002 2003 2002

Options to purchase shares of common stock   3,539,155   3,852,247   3,963,584   3,171,259  
Average exercise price of options excluded  $29.48   $29.48   $28.46   $29.75  

  The effect on net income and EPS for the three and nine months ended Sept. 30 if Alliant Energy had applied the fair value recognition provisions of SFAS 123, “Accounting for Stock-Based Compensation,” to the stock options issued under its two stock-based incentive compensation plans was as follows (dollars in thousands):

  Three Months Nine Months

  2003 2002 2003 2002

Net income, as reported   $103,232   $44,730   $134,908   $60,788  
Less: stock-based compensation expense, net of tax  688   637   1,838   1,925  

Pro forma net income  $102,544   $44,093   $133,070   $58,863  

 
EPS (basic): 
   As reported  $0 .95 $0 .49 $1 .37 $0 .67
   Pro forma  $0 .94 $0 .48 $1 .35 $0 .65
EPS (diluted): 
   As reported  $0 .94 $0 .49 $1 .37 $0 .67
   Pro forma  $0 .94 $0 .48 $1 .35 $0 .65

7.

On Jan. 31, 2002, McLeod filed a pre-negotiated plan of reorganization in a Chapter 11 bankruptcy proceeding and the trading of McLeod’s common stock was suspended by Nasdaq. Consequently, Alliant Energy discontinued accounting for its investment in McLeod under the provisions of SFAS 115 and reduced the cost basis of its investments to the last quoted market price on Jan. 30, 2002. In June 2002, Alliant Energy received from McLeod under its plan of reorganization an initial distribution of approximately 3.3 million shares of new common stock and classified 0.9 million and 2.4 million shares as trading and available-for-sale securities, respectively. With the receipt of the new McLeod common shares and the resumption of trading on Nasdaq, Alliant Energy resumed accounting for its McLeod investments under SFAS 115 and adjusted its cost basis to the quoted market price on the date the shares were received. As a result of these events, Alliant Energy recognized pre-tax impairment charges in the first nine months of 2002 for available-for-sale securities totaling $27.2 million.


9

8.

Alliant Energy announced in November 2002 its commitment to pursue the sale of, or other exit strategies for, certain non-regulated businesses in 2003. Alliant Energy has applied the provisions of SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” to certain of its assets which were held for sale. SFAS 144 requires that a long-lived asset classified as held for sale be measured at the lower of its carrying amount or fair value, less costs to sell, and to cease depreciation, depletion and amortization. At Dec. 31, 2002, Alliant Energy’s oil and gas (Whiting), Australian (including Southern Hydro), affordable housing and SmartEnergy businesses were classified as held for sale. In April 2003, Alliant Energy completed the sale of its Australian assets (including Southern Hydro) to New Zealand-based Meridian. The sale enabled Alliant Energy to reduce its indebtedness by approximately $320 million in the second quarter of 2003. Alliant Energy also completed the sale of its affordable housing and SmartEnergy businesses in July 2003 and these sales enabled Alliant Energy to reduce its indebtedness by approximately $110 million. Alliant Energy currently intends to sell 80.1% or more of its interest in WPC in the fourth quarter of 2003 in a proposed IPO and currently plans to divest its remaining interest, subject to market conditions. The operating results for these businesses have been separately classified and reported as discontinued operations in Alliant Energy’s Condensed Consolidated Financial Statements. A summary of the components of discontinued operations in Alliant Energy’s Condensed Consolidated Statements of Income for the three and nine months ended Sept. 30 was as follows (in thousands):


  Three Months Nine Months

  2003 2002 2003 2002

Operating revenues   $42,792   $64,766   $162,404   $159,389  
Operating expenses  19,166   52,484   90,553   139,108  
Interest expense and other (pre-tax): 
  Loss (gain) on sale of affordable housing business (a)  (2,106 ) --   60,638   --  
  Loss on sale of SmartEnergy business (a)  141   --   13,641   --  
  Southern Hydro SFAS 133 loss (income)  --   13,403   (14,689 ) (23,402 )
  Gain on sale of Australian business  --   --   (72,115 ) --  
  Other  2,024   8,251   16,701   23,149  

Income (loss) before income taxes  23,567   (9,372 ) 67,675   20,534  
Income tax expense (benefit)  5,587   (7,446 ) 38,404   (6,897 )

Income (loss) from discontinued operations, net of tax  $17,980   ($1,926 ) $29,271   $27,431  


(a) Loss (gain) on sale of affordable housing and SmartEnergy businesses includes pre-tax valuation adjustments and selling costs incurred. The valuation adjustments reflect updated estimates of the market value, less selling costs, of assets classified as held for sale for each reporting period and other adjustments and changes in estimates after the sale date.

  Alliant Energy’s Australian business entered into electricity derivative contracts that were not designated as hedges (as defined by SFAS 133) to manage the electricity commodity price risk associated with anticipated sales into the spot market. SFAS 133 loss (income) in the previous table reflects the change in the fair value of these electricity derivative contracts.

  A summary of the components of assets and liabilities of discontinued operations on Alliant Energy’s Condensed Consolidated Balance Sheets was as follows (in thousands):

  Sept. 30, 2003 Dec. 31, 2002

Assets of discontinued operations:      
   Property, plant and equipment, net  $457,308   $644,910  
   Current assets  75,979   113,866  
   Investments  2,000   6,824  
   Deferred charges and other  2,954   203,691  

       Total assets of discontinued operations  $538,241   $969,291  

Liabilities of discontinued operations: 
   Current liabilities  $21,649   $73,343  
   Other long-term liabilities and deferred credits  74,556   64,784  
   Minority interest  --   124  

       Total liabilities of discontinued operations  96,205   138,251  

           Net assets of discontinued operations  $442,036   $831,040  


  At Sept. 30, 2003, Whiting also had $185 million of borrowings under a secured revolving credit facility that are included in “Long-term debt (excluding current portion)” on Alliant Energy’s Condensed Consolidated Balance Sheet.

10

  A summary of the components of cash flows for discontinued operations for the nine months ended Sept. 30 was as follows (in thousands):

  2003 2002

Net cash flows from operating activities   $75,074   $35,712  
Net cash flows from (used for) financing activities  (18,484 ) 174,225  
Net cash flows used for investing activities  (29,591 ) (205,628 )

Net increase in cash and temporary cash investments  26,999   4,309  
Cash and temporary cash investments at beginning of period  16,043   5,775  

Cash and temporary cash investments at end of period  $43,042   $10,084  

Supplemental cash flows information: 
  Cash paid (received) during the period for: 
     Interest  $18,232   $10,080  

     Income taxes, net of refunds  ($19,139 ) $18  


9.

Alliant Energy continues to evaluate the potential impacts of FIN 46 with respect to its limited off-balance sheet entities that it utilizes for its synthetic lease financings, utility accounts receivable sales program, equity method investments or other entities. In October 2003, the FASB deferred the effective date for applying the provisions of FIN 46 to Dec. 31, 2003 for entities created before Feb. 1, 2003. Alliant Energy currently anticipates the implementation of FIN 46 will not have a material impact on its financial condition or results of operations.


10.

In accordance with the provisions of FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others,” as of Sept. 30, 2003 and Dec. 31, 2002, Alliant Energy had a guarantee outstanding to support a third-party financing arrangement of approximately $4 million that is not included on Alliant Energy’s Condensed Consolidated Balance Sheets. The guarantee expires in December 2007, the maturity date of the underlying debt. Alliant Energy has also guaranteed the residual value of its synthetic leases totaling $75 million in the aggregate that is not included on Alliant Energy’s Condensed Consolidated Balance Sheets. The guarantees extend through the maturity of each respective underlying lease, the latest of which is April 2015.


  Under the purchase and sale agreement (Agreement) with Meridian relating to the sale of Alliant Energy’s Australian assets, Alliant Energy agreed to indemnify Meridian for losses resulting from the breach of the representations and warranties made by Alliant Energy as of the closing date, and for breach of its obligations under the Agreement. Based on exchange rates as of Sept. 30, 2003, the indemnification was limited to approximately $404 million through the end of September 2003, and is reduced to $202 million until July 2004, and will be $58 million thereafter until October 2007. The indemnification limit is subject to fluctuations in foreign currency exchange rates. Alliant Energy believes the likelihood of having to make any material cash payments under this indemnification is remote.

  Alliant Energy provided certain indemnifications associated with the sale of its affordable housing business for losses resulting from breach of the representations and warranties made by Alliant Energy as of the closing date, for the breach of its obligations under the sale agreement and for its obligations for periods prior to the date of sale. The indemnifications are limited to $11 million in aggregate and expire in July 2005. Alliant Energy also retains any tax obligations that may arise from its ownership prior to the date of sale. Alliant Energy believes the likelihood of having to make any material cash payments under these indemnifications is remote.

11.

Alliant Energy adopted SFAS 143 on Jan. 1, 2003, which provides accounting and disclosure requirements for retirement obligations associated with long-lived assets (AROs). SFAS 143 requires that when an asset is placed in service the present value of retirement costs for which Alliant Energy has a legal obligation must be recorded as liabilities with an equivalent amount added to the asset cost. The liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity settles the obligation for its recorded amount or incurs a gain or loss.


11

  The scope of SFAS 143 as it relates to Alliant Energy primarily includes decommissioning costs for DAEC and Kewaunee. It also applies to a smaller extent to several other regulated and non-regulated assets including, but not limited to, active ash landfills, water intake facilities, underground storage tanks, groundwater wells, transmission and distribution equipment, easements, leases and the dismantlement of certain hydro facilities. Other than DAEC and Kewaunee, Alliant Energy’s current AROs are not significant. Adoption of SFAS 143 for IP&L and WP&L resulted in an increase in “Electric plant in service” of $24 million and $24 million, a decrease in “Accumulated depreciation” of $106 million and $148 million, an increase in “Other assets — Regulatory assets” of $50 million and $3 million, and an increase in “Asset retirement obligations” of $180 million and $175 million on their respective Condensed Consolidated Balance Sheets. A reconciliation of the changes in the AROs is depicted below (in millions):

    IP&L WP&L Total  

Balance at Jan. 1, 2003  $180   $175   $355  
Accretion expense  10   9   19  

Balance at Sept. 30, 2003  $190   $184   $374  


  As it relates to regulated operations, Alliant Energy believes it is probable that any differences between expenses under SFAS 143 and expenses recovered currently in rates will be recoverable in future rates, and is deferring the difference as a regulatory asset.

  Upon adoption of SFAS 143, Alliant Energy also recognized a $3.9 million impact as a cumulative effect of a change in accounting principle at its oil and gas business (the business was reported as an asset held for sale and a discontinued operation at Dec. 31, 2002 and Sept. 30, 2003).

  IP&L and WP&L have previously recognized removal costs as a component of depreciation expense and accumulated depreciation for other assets that do not have associated legal retirement obligations. As of Jan. 1, 2003, IP&L and WP&L estimate that they had approximately $275 million and $140 million, respectively, of such regulatory liabilities recorded in “Accumulated depreciation” on their Condensed Consolidated Balance Sheets.

  If SFAS 143 had been adopted as of Jan. 1, 2000, IP&L and WP&L would have recorded ARO SFAS 143 liabilities of approximately $180 million and $175 million at Dec. 31, 2002, $168 million and $161 million at Dec. 31, 2001 and $157 million and $147 million at Dec. 31, 2000, respectively.

  Refer to Note 13 for information regarding the sale of WP&L’s interest in Kewaunee.

12.

Alliant Energy’s natural gas marketing business, NG Energy, is impacted by EITF Issue 02-3, which requires that all sales of energy and the related cost of energy purchased under contracts that meet the definition of energy trading contracts and that are derivatives under SFAS 133, must be reflected on a net basis in the income statement for all periods presented. Under the guidance of EITF Issue 98-10, Alliant Energy had reported its energy trading contracts and related gas in storage at fair market value, and reported related revenues and expenses on a gross basis in the income statement. EITF Issue 02-3 rescinded EITF Issue 98-10 on a prospective basis. Accordingly, any new contracts entered into after Oct. 25, 2002 have been reported on a historical cost basis rather than at fair market value unless the contract meets the definition of a derivative under SFAS 133. Alliant Energy adopted EITF Issue 02-3 on Jan. 1, 2003 for all contracts that were in place and storage gas acquired prior to Oct. 25, 2002, and reclassified prior period trading contracts on a net basis in the income statement. The impact of transitioning from reporting inventory and existing contracts that were not derivatives under SFAS 133 at fair value to historical cost resulted in a cumulative effect charge of $2.1 million (net of a deferred tax benefit of $1.4 million) in the first quarter of 2003. Commencing Jan. 1, 2003, NG Energy has very few contracts that are accounted for as derivatives under SFAS 133 and that are also classified as trading contracts, therefore almost all of its sales of energy and cost of sales in the first nine months of 2003 are reported on a gross basis. Because substantially all of its contracts prior to 2003 were classified as trading contracts under EITF Issue 98-10, primarily all of its sales of energy and cost of sales for the first nine months of 2002 are reported on a net basis. For the three and nine months ended Sept. 30, NG Energy recorded gas revenues and gas costs on the Condensed Consolidated Statements of Income as follows (in millions):


  Three Months Nine Months

  2003 2002 2003 2002

Non-regulated and other revenues $28  $1  $182  $3 
Other operation and maintenance expenses 26  --  175  -- 

12

13.

WP&L has signed a definitive agreement to sell its 41% ownership interest in Kewaunee to Richmond, Va.-based Dominion Resources, Inc. (Dominion). Joint owner of Kewaunee, WPSC, also agreed to sell its 59% ownership interest in Kewaunee to Dominion. Pending various regulatory approvals, including the PSCW and Nuclear Regulatory Commission, the transaction is expected to be completed by Fall 2004. WP&L anticipates that, based on a Nov. 1, 2004 closing date, it will receive approximately $90 million in cash and retain ownership of the trust assets contained in one of the two decommissioning funds it has established to cover the eventual decommissioning of Kewaunee. The fund that will be retained had a pre-tax value of $74.5 million on Sept. 30, 2003. The gross cash proceeds from the sale are expected to slightly exceed WP&L’s carrying value of the assets being sold. WP&L will request deferral of any gain and related costs from the PSCW. Because any gain realized and the retained decommissioning fund will likely be returned to customers in future rate filings, WP&L does not expect this transaction will have a significant impact on its operating results. Dominion will assume responsibility for the eventual decommissioning of Kewaunee and will receive WP&L’s qualified decommissioning trust assets which had a pre-tax value of $165 million on Sept. 30, 2003. At the closing of the sale, WP&L will enter into a long-term purchased-power agreement with Dominion to purchase energy and capacity equivalent to the amounts received had current ownership continued. The purchased-power agreement, which also will require regulatory approval, will extend through 2013 when the plant’s current operating license will expire.


14.

Alliant Energy has fully and unconditionally guaranteed the payment of principal and interest on various debt securities issued by Resources and, as a result, is required to present condensed consolidating financial statements. No Alliant Energy subsidiaries are guarantors of Resources’ debt securities. Alliant Energy’s condensed consolidating financial statements are as follows:


13

Alliant Energy Corporation Condensed Consolidating Statements of Income for the Three Months Ended September 30, 2003 and 2002

  Alliant Energy   Other Alliant   Consolidated
  Parent   Energy Consolidating Alliant
  Company Resources Subsidiaries Adjustments Energy

Three Months Ended September 30, 2003 (in thousands)
Operating revenues:
  Electric utility   $-   $-   $580,054   $-   $580,054  
  Gas utility  -   -   62,254   -   62,254  
  Non-regulated and other  -   109,597   115,780   (108,133 ) 117,244  

   -   109,597   758,088   (108,133 ) 759,552  

Operating expenses:  
  Electric and steam production fuels  -   -   89,867   (71 ) 89,796  
  Purchased power  -   -   110,629   (9 ) 110,620  
  Cost of utility gas sold  -   -   39,874   -   39,874  
  Other operation and maintenance  996   92,267   257,484   (99,386 ) 251,361  
  Depreciation and amortization  10   9,249   75,602   (4,163 ) 80,698  
  Taxes other than income taxes  4   1,735   21,422   (1,991 ) 21,170  

   1,010   103,251   594,878   (105,620 ) 593,519  

Operating income (loss)   (1,010 ) 6,346   163,210   (2,513 ) 166,033  

Interest expense and other:  
  Interest expense  1,693   22,800   26,800   (781 ) 50,512  
  Interest income from loans to discontinued operations, net  -   (228 ) -   -   (228 )
  Equity (income) loss from unconsolidated investments  -   171   (6,564 ) 1,309   (5,084 )
  Allowance for funds used during construction  -   -   (5,898 ) 17   (5,881 )
  Preferred dividend requirements of subsidiaries  -   -   4,087   -   4,087  
  Miscellaneous, net  (99,870 ) (563 ) (927 ) 96,706   (4,654 )

   (98,177 ) 22,180   17,498   97,251   38,752  

Income (loss) from continuing operations before income taxes   97,167   (15,834 ) 145,712   (99,764 ) 127,281  

Income tax expense (benefit)   (6,065 ) (13,356 ) 61,975   (525 ) 42,029  

Income (loss) from continuing operations   103,232   (2,478 ) 83,737   (99,239 ) 85,252  

Income from discontinued operations, net of tax   -   17,980   -   -   17,980  

Net income   $103,232   $15,502   $83,737   ($99,239 ) $103,232  

Three Months Ended September 30, 2002
Operating revenues:  
  Electric utility  $-   $-   $546,885   $-   $546,885  
  Gas utility  -   -   44,594   -   44,594  
  Non-regulated and other  -   60,702   91,791   (84,545 ) 67,948  

   -   60,702   683,270   (84,545 ) 659,427  

Operating expenses:  
  Electric and steam production fuels  -   -   92,501   -   92,501  
  Purchased power  -   -   125,153   -   125,153  
  Cost of utility gas sold  -   -   26,917   -   26,917  
  Other operation and maintenance  648   51,417   214,850   (82,552 ) 184,363  
  Depreciation and amortization  -   7,075   64,505   -   71,580  
  Taxes other than income taxes  -   1,502   26,921   (1,929 ) 26,494  

   648   59,994   550,847   (84,481 ) 527,008  

Operating income (loss)   (648 ) 708   132,423   (64 ) 132,419  

Interest expense and other:  
  Interest expense  875   18,851   28,093   (1,616 ) 46,203  
  Interest income from loans to discontinued operations, net  -   (4,819 ) -   -   (4,819 )
  Equity (income) loss from unconsolidated investments  (1,490 ) 19,102   (4,584 ) -   13,028  
  Allowance for funds used during construction  -   -   (1,941 ) -   (1,941 )
  Preferred dividend requirements of subsidiaries  -   -   1,602   -   1,602  
  Miscellaneous, net  (36,282 ) 5,294   (3,468 ) 38,379   3,923  

   (36,897 ) 38,428   19,702   36,763   57,996  

Income (loss) from continuing operations before income taxes   36,249   (37,720 ) 112,721   (36,827 ) 74,423  

Income tax expense (benefit)   (8,481 ) (13,752 ) 50,064   (64 ) 27,767  

Income (loss) from continuing operations   44,730   (23,968 ) 62,657   (36,763 ) 46,656  

Loss from discontinued operations, net of tax   -   (1,926 ) -   -   (1,926 )

Net income (loss)   $44,730   ($25,894 ) $62,657   ($36,763 ) $44,730  

14

Alliant Energy Corporation Condensed Consolidating Statements of Income for the Nine Months Ended September 30, 2003 and 2002

  Alliant Energy   Other Alliant   Consolidated
  Parent   Energy Consolidating Alliant
  Company Resources Subsidiaries Adjustments Energy

Nine Months Ended September 30, 2003 (in thousands)
Operating revenues:
  Electric utility   $-   $-   $1,467,187   $-   $1,467,187  
  Gas utility  -   -   396,527   -   396,527  
  Non-regulated and other  -   412,752   313,615   (288,447 ) 437,920  

   -   412,752   2,177,329   (288,447 ) 2,301,634  

Operating expenses:  
  Electric and steam production fuels  -   -   249,537   (98 ) 249,439  
  Purchased power  -   -   328,512   540   329,052  
  Cost of utility gas sold  -   -   277,943   -   277,943  
  Other operation and maintenance  2,155   367,610   721,638   (257,532 ) 833,871  
  Depreciation and amortization  28   26,204   224,158   (12,108 ) 238,282  
  Taxes other than income taxes  9   5,137   68,748   (5,863 ) 68,031  

   2,192   398,951   1,870,536   (275,061 ) 1,996,618  

Operating income (loss)   (2,192 ) 13,801   306,793   (13,386 ) 305,016  

Interest expense and other:  
  Interest expense  8,230   76,514   82,634   (5,154 ) 162,224  
  Interest income from loans to discontinued operations, net  -   (3,509 ) -   -   (3,509 )
  Equity (income) loss from unconsolidated investments  -   5,152   (15,219 ) -   (10,067 )
  Allowance for funds used during construction  -   -   (14,412 ) 98   (14,314 )
  Preferred dividend requirements of subsidiaries  -   -   12,213   -   12,213  
  Miscellaneous, net  (148,655 ) (3,209 ) 5,374   136,917   (9,573 )

   (140,425 ) 74,948   70,590   131,861   136,974  

Income (loss) from continuing operations before income taxes   138,233   (61,147 ) 236,203   (145,247 ) 168,042  

Income tax expense (benefit)   3,325   (45,794 ) 99,428   (537 ) 56,422  

Income (loss) from continuing operations   134,908   (15,353 ) 136,775   (144,710 ) 111,620  

Income from discontinued operations, net of tax   -   29,271   -   -   29,271  

Income before cumulative effect of changes in  
   accounting principles, net of tax   134,908   13,918   136,775   (144,710 ) 140,891  

Cumulative effect of changes in accounting principles, net of tax   -   (5,983 ) -   -   (5,983 )

Net income   $134,908   $7,935   $136,775   ($144,710 ) $134,908  

Nine Months Ended September 30, 2002  
Operating revenues:  
  Electric utility  $-   $-   $1,330,297   $-   $1,330,297  
  Gas utility  -   -   238,201   -   238,201  
  Non-regulated and other  -   184,759   251,700   (229,634 ) 206,825  

   -   184,759   1,820,198   (229,634 ) 1,775,323  

Operating expenses:  
  Electric and steam production fuels  -   -   230,259   -   230,259  
  Purchased power  -   -   288,986   -   288,986  
  Cost of utility gas sold  -   -   149,392   -   149,392  
  Other operation and maintenance  1,579   159,507   615,934   (224,189 ) 552,831  
  Depreciation and amortization  -   20,205   197,490   -   217,695  
  Taxes other than income taxes  -   4,919   79,886   (5,329 ) 79,476  

   1,579   184,631   1,561,947   (229,518 ) 1,518,639  

Operating income (loss)   (1,579 ) 128   258,251   (116 ) 256,684  

Interest expense and other:  
  Interest expense  2,606   55,359   83,424   (4,663 ) 136,726  
  Interest income from loans to discontinued operations, net  -   (12,419 ) -   -   (12,419 )
  Equity (income) loss from unconsolidated investments  (941 ) 30,120   (12,555 ) -   16,624  
  Allowance for funds used during construction  -   -   (5,291 ) -   (5,291 )
  Preferred dividend requirements of subsidiaries  -   -   4,966   -   4,966  
  Impairment of available-for-sale securities of McLeodUSA Inc.  -   27,218   -   -   27,218  
  Miscellaneous, net  (63,831 ) 29,986   (12,101 ) 66,875   20,929  

   (62,166 ) 130,264   58,443   62,212   188,753  

Income (loss) from continuing operations before income taxes   60,587   (130,136 ) 199,808   (62,328 ) 67,931  

Income tax expense (benefit)   (201 ) (48,320 ) 83,211   (116 ) 34,574  

Income (loss) from continuing operations   60,788   (81,816 ) 116,597   (62,212 ) 33,357  

Income from discontinued operations, net of tax   -   27,431   -   -   27,431  

Net income (loss)   $60,788   ($54,385 ) $116,597   ($62,212 ) $60,788  

15

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of September 30, 2003

  Alliant Energy   Other Alliant   Consolidated
  Parent   Energy Consolidating Alliant
  Company Resources Subsidiaries Adjustments Energy

ASSETS (in thousands)
Property, plant and equipment:  
  Utility:  
      Electric plant in service   $-   $-   $5,663,926   $-   $5,663,926  
      Other plant in service  -   -   1,205,012   -   1,205,012  
      Accumulated depreciation  -   -   (3,501,344 ) -   (3,501,344 )
      Construction work in progress: 
          Power Iowa generating facility  -   -   256,809   -   256,809  
          Other  -   -   117,119   -   117,119  
      Other, net  -   -   64,039   -   64,039  

          Total utility  -   -   3,805,561   -   3,805,561  

  Non-regulated and other, net: 
      Non-regulated domestic generation  -   204,852   -   -   204,852  
      Other  -   315,788   68,773   (111 ) 384,450  

          Total non-regulated and other  -   520,640   68,773   (111 ) 589,302  

   -   520,640   3,874,334   (111 ) 4,394,863  

Current assets:  
  Cash and temporary cash investments  782   87,336   5,475   -   93,593  
  Accounts receivable, net  8,150   76,913   419,627   (166,729 ) 337,961  
  Income tax refunds receivable  16,352   90,476   16,942   -   123,770  
  Gas stored underground, at average cost  -   38,533   60,775   -   99,308  
  Regulatory assets  -   -   59,597   -   59,597  
  Assets of discontinued operations  -   538,241   -   -   538,241  
  Other  165,985   49,058   148,611   (165,797 ) 197,857  

   191,269   880,557   711,027   (332,526 ) 1,450,327  

Investments:  
  Consolidated subsidiaries  2,245,008   -   10   (2,245,018 ) -  
  Other  12,200   514,343   523,234   -   1,049,777  

   2,257,208   514,343   523,244   (2,245,018 ) 1,049,777  


Deferred charges and other   2,352   131,047   612,985   (35,483 ) 710,901  

Total assets   $2,450,829   $2,046,587   $5,721,590   ($2,613,138 ) $7,605,868  

CAPITALIZATION AND LIABILITIES  
Capitalization:  
  Common stock and additional paid-in capital  $1,636,519   $232,743   $1,224,808   ($1,457,551 ) $1,636,519  
  Retained earnings  819,396   122,774   798,928   (921,702 ) 819,396  
  Accumulated other comprehensive loss  (134,131 ) (90,819 ) (43,312 ) 134,131   (134,131 )
  Shares in deferred compensation trust  (7,277 ) -   -   -   (7,277 )

       Total common equity  2,314,507   264,698   1,980,424   (2,245,122 ) 2,314,507  

  Cumulative preferred stock of subsidiaries, net  -   -   243,803   -   243,803  
  Long-term debt (excluding current portion)  -   1,129,982   1,165,861   -   2,295,843  

   2,314,507   1,394,680   3,390,088   (2,245,122 ) 4,854,153  

Current liabilities:  
  Current maturities and sinking funds  24,000   7,208   161,850   -   193,058  
  Commercial paper  98,000   -   47,000   -   145,000  
  Other short-term borrowings  -   144,514   46,720   (165,797 ) 25,437  
  Accrued taxes  6,800   66,856   83,957   -   157,613  
  Liabilities of discontinued operations  -   96,205   -   -   96,205  
  Other  4,598   135,123   551,020   (166,729 ) 524,012  

   133,398   449,906   890,547   (332,526 ) 1,141,325  

Other long-term liabilities and deferred credits:  
  Asset retirement obligations  -   -   374,372   -   374,372  
  Other  2,924   149,469   1,066,583   (35,490 ) 1,183,486  

   2,924   149,469   1,440,955   (35,490 ) 1,557,858  


Minority interest   -   52,532   -   -   52,532  

Total capitalization and liabilities   $2,450,829   $2,046,587   $5,721,590   ($2,613,138 ) $7,605,868  

16

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of December 31, 2002

  Alliant Energy   Other Alliant   Consolidated
  Parent   Energy Consolidating Alliant
  Company Resources Subsidiaries Adjustments Energy

ASSETS (in thousands)
Property, plant and equipment:  
  Utility:  
      Electric plant in service   $-   $-   $5,295,381   $-   $5,295,381  
      Other plant in service  -   -   1,143,578   -   1,143,578  
      Accumulated depreciation  -   -   (3,573,407 ) -   (3,573,407 )
      Construction work in progress: 
          Power Iowa generating facility  -   -   10,651   -   10,651  
          Other  -   -   252,445   -   252,445  
      Other, net  -   -   68,340   -   68,340  

          Total utility  -   -   3,196,988   -   3,196,988  

  Non-regulated and other, net: 
      Non-regulated domestic generation  -   156,699   -   -   156,699  
      Other  -   299,355   75,503   (111 ) 374,747  

          Total non-regulated and other  -   456,054   75,503   (111 ) 531,446  

   -   456,054   3,272,491   (111 ) 3,728,434  

Current assets:  
  Cash and temporary cash investments  4   47,236   15,619   -   62,859  
  Accounts receivable, net  9,034   78,590   284,151   (191,631 ) 180,144  
  Income tax refunds receivable  18,175   72,882   6,412   -   97,469  
  Gas stored underground, at average cost  -   26,668   36,129   -   62,797  
  Regulatory assets  -   -   46,076   -   46,076  
  Assets of discontinued operations  -   969,291   -   -   969,291  
  Other  245,423   51,712   153,282   (244,764 ) 205,653  

   272,636   1,246,379   541,669   (436,395 ) 1,624,289  

Investments:  
  Consolidated subsidiaries  1,817,341   -   10   (1,817,351 ) -  
  Other  11,660   430,173   494,867   -   936,700  

   1,829,001   430,173   494,877   (1,817,351 ) 936,700  


Deferred charges and other   -   127,834   611,721   (27,583 ) 711,972  

Total assets   $2,101,637   $2,260,440   $4,920,758   ($2,281,440 ) $7,001,395  

CAPITALIZATION AND LIABILITIES  
Capitalization:  
  Common stock and additional paid-in capital  $1,294,842   $232,743   $906,261   ($1,139,004 ) $1,294,842  
  Retained earnings  758,187   114,838   773,556   (888,394 ) 758,187  
  Accumulated other comprehensive loss  (209,943 ) (166,947 ) (42,996 ) 209,943   (209,943 )
  Shares in deferred compensation trust  (6,896 ) -   -   -   (6,896 )

       Total common equity  1,836,190   180,634   1,636,821   (1,817,455 ) 1,836,190  

  Cumulative preferred stock of subsidiaries, net  -   -   205,063   -   205,063  
  Long-term debt (excluding current portion)  24,000   1,290,205   1,295,598   -   2,609,803  

   1,860,190   1,470,839   3,137,482   (1,817,455 ) 4,651,056  

Current liabilities:  
  Current maturities and sinking funds  -   41,511   5,080   -   46,591  
  Commercial paper  135,500   -   60,000   -   195,500  
  Other short-term borrowings  85,000   194,482   79,003   (244,764 ) 113,721  
  Accrued taxes  9,743   13,655   82,123   -   105,521  
  Liabilities of discontinued operations  -   138,251   -   -   138,251  
  Other  7,953   176,932   529,472   (191,631 ) 522,726  

   238,196   564,831   755,678   (436,395 ) 1,122,310  


Other long-term liabilities and deferred credits   3,251   181,345   1,027,598   (27,590 ) 1,184,604  


Minority interest   -   43,425   -   -   43,425  

Total capitalization and liabilities   $2,101,637   $2,260,440   $4,920,758   ($2,281,440 ) $7,001,395  

17

Alliant Energy Corporation Condensed Consolidating Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002

  Alliant Energy   Other Alliant   Consolidated
  Parent   Energy Consolidating Alliant
  Company Resources Subsidiaries Adjustments Energy

Nine Months Ended September 30, 2003 (in thousands)
 Net cash flows from (used for) operating activities   $132,636   ($67,594 ) $274,746   ($156,922 ) $182,866  

 Cash flows from (used for) financing activities:  
     Common stock dividends  (73,699 ) -   (111,401 ) 111,401   (73,699 )
     Proceeds from issuance of common stock  339,189   -   -   -   339,189  
     Proceeds from issuance of preferred stock of subsidiary  -   -   38,738   -   38,738  
     Proceeds from issuance of other long-term debt  -   61,208   100,000   -   161,208  
     Reductions in other long-term debt  -   (3,460 ) (72,680 ) -   (76,140 )
     Net change in commercial paper and other short-term borrowings  (43,534 ) (49,968 ) (45,282 ) -   (138,784 )
     Net change in loans to discontinued operations  -   (35,318 ) -   -   (35,318 )
     Other  (1,650 ) 1,869   291,574   (306,333 ) (14,540 )

        Net cash flows from (used for) financing activities  220,306   (25,669 ) 200,949   (194,932 ) 200,654  

 Cash flows from (used for) investing activities:  
     Construction and acquisition expenditures: 
        Regulated domestic utilities  -   -   (508,423 ) 108,847   (399,576 )
        Non-regulated businesses  -   (227,499 ) -   -   (227,499 )
        Corporate Services and other  (50 ) -   (5,402 ) -   (5,452 )
     Proceeds from asset dispositions  -   365,313   488   (108,847 ) 256,954  
     Other  (352,114 ) (4,451 ) 27,498   351,854   22,787  

        Net cash flows from (used for) investing activities  (352,164 ) 133,363   (485,839 ) 351,854   (352,786 )

 Net increase (decrease) in cash and temporary cash investments   778   40,100   (10,144 ) -   30,734  

 Cash and temporary cash investments at beginning of period   4   47,236   15,619   -   62,859  

 Cash and temporary cash investments at end of period   $782   $87,336   $5,475   $-   $93,593  

 Supplemental cash flows information:  
     Cash paid (received) during the period for: 
        Interest  $7,755   $60,129   $80,673   $-   $148,557  

        Income taxes, net of refunds  ($5,473 ) ($18,078 ) $57,714   $-   $34,163  

     Noncash investing and financing activities: 
        Debt repaid directly by buyer in the sale of Australian business  $-   $127,595   $-   $-   $127,595  

        Debt assumed by buyer of affordable housing business  $-   $87,986   $-   $-   $87,986  

        Capital lease obligations incurred  $-   $-   $2,853   $-   $2,853  

Nine Months Ended September 30, 2002  
 Net cash flows from (used for) operating activities   $62,040   ($8,486 ) $388,349   ($67,178 ) $374,725  

 Cash flows from (used for) financing activities:  
     Common stock dividends  (135,256 ) -   (104,404 ) 104,404   (135,256 )
     Proceeds from issuance of common stock  45,410   -   -   -   45,410  
     Redemption of preferred stock of subsidiary  -   -   (56,389 ) -   (56,389 )
     Net change in Resources' credit facility  -   207,085   -   -   207,085  
     Reductions in other long-term debt  -   (20,106 ) (560 ) -   (20,666 )
     Net change in commercial paper and other short-term borrowings  35,335   86,876   52,587   1,939   176,737  
     Net change in loans to discontinued operations  -   (147,658 ) -   -   (147,658 )
     Other  (213 ) 661   47,175   (67,038 ) (19,415 )

        Net cash flows from (used for) financing activities  (54,724 ) 126,858   (61,591 ) 39,305   49,848  

 Cash flows used for investing activities:  
     Construction and acquisition expenditures: 
        Regulated domestic utilities  -   -   (276,692 ) -   (276,692 )
        Non-regulated businesses  -   (155,880 ) -   -   (155,880 )
        Corporate Services and other  -   -   (26,871 ) -   (26,871 )
     Proceeds from asset dispositions  19,349   1,659   -   -   21,008  
     Other  (29,831 ) 22,497   (20,579 ) 29,812   1,899  

        Net cash flows used for investing activities  (10,482 ) (131,724 ) (324,142 ) 29,812   (436,536 )

 Net increase (decrease) in cash and temporary cash investments   (3,166 ) (13,352 ) 2,616   1,939   (11,963 )

 Cash and temporary cash investments at beginning of period   6,381   60,237   3,207   (1,939 ) 67,886  

 Cash and temporary cash investments at end of period   $3,215   $46,885   $5,823   $-   $55,923  

 Supplemental cash flows information:  
     Cash paid during the period for: 
        Interest  $1,920   $44,133   $78,507   $-   $124,560  

        Income taxes, net of refunds  $-   $2,696   $4,451   $-   $7,147  

     Noncash investing and financing activities: 
        Capital lease obligations incurred  $-   $-   $11,635   $-   $11,635  

18

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

  For the Three Months For the Nine Months
  Ended September 30, Ended September 30,
    2003   2002   2003   2002  

  (in thousands)
Operating revenues:  
  Electric utility   $308,141   $322,422   $773,186   $747,691  
  Gas utility  28,383   21,494   195,725   128,748  
  Steam  7,499   7,631   25,245   23,181  

   344,023   351,547   994,156   899,620  


Operating expenses:  
  Electric and steam production fuels  45,362   52,104   132,689   127,806  
  Purchased power  42,852   54,950   125,346   120,171  
  Cost of gas sold  17,742   11,698   136,735   80,268  
  Other operation and maintenance  99,384   83,353   268,947   244,046  
  Depreciation and amortization  41,583   36,751   123,000   109,303  
  Taxes other than income taxes  11,623   16,138   39,708   49,157  

   258,546   254,994   826,425   730,751  


Operating income   85,477   96,553   167,731   168,869  


Interest expense and other:  
  Interest expense  17,109   17,127   51,283   50,119  
  Allowance for funds used during construction  (4,942 ) (1,249 ) (11,002 ) (3,666 )
  Miscellaneous, net  (1,746 ) (3,169 ) (1,953 ) (6,868 )

   10,421   12,709   38,328   39,585  


Income before income taxes   75,056   83,844   129,403   129,284  


Income taxes   34,068   38,810   55,586   55,574  


Net income   40,988   45,034   73,817   73,710  


Preferred dividend requirements   3,260   775   9,730   2,483  


Earnings available for common stock   $37,728   $44,259   $64,087   $71,227  


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

19

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

  September 30,   December 31,  
ASSETS   2003   2002  

  (in thousands)
Property, plant and equipment:  
  Electric plant in service   $3,671,871   $3,451,547  
  Gas plant in service  341,607   326,470  
  Steam plant in service  59,737   59,737  
  Other plant in service  208,827   195,328  
  Accumulated depreciation  (2,161,426 ) (2,163,371 )

     Net plant  2,120,616   1,869,711  
  Construction work in progress: 
     Power Iowa generating facility  256,809   10,651  
     Other  71,887   155,699  
  Other, net  47,896   50,529  

   2,497,208   2,086,590  


Current assets:  
  Cash and temporary cash investments  63   6,076  
  Accounts receivable: 
    Customer, less allowance for doubtful accounts of $1,675 and $894  84,075   42,647  
    Associated companies  32,439   79,105  
    Other, less allowance for doubtful accounts of $225 and $388  29,132   27,898  
  Production fuel, at average cost  36,879   36,852  
  Materials and supplies, at average cost  32,335   28,821  
  Gas stored underground, at average cost  32,876   19,450  
  Regulatory assets  35,183   18,077  
  Prepayments and other  16,549   13,941  

   299,531   272,867  


Investments:  
  Nuclear decommissioning trust funds  137,357   121,158  
  Other  13,391   13,492  

   150,748   134,650  


Other assets:  
  Regulatory assets  255,611   199,691  
  Deferred charges and other  38,797   44,608  

   294,408   244,299  


Total assets   $3,241,895   $2,738,406  


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

20

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

  September 30,   December 31,  
CAPITALIZATION AND LIABILITIES   2003   2002  

  (in thousands, except share amounts)
Capitalization:      
  Common stock - $2.50 par value - authorized 24,000,000 
    shares; 13,370,788 shares outstanding  $33,427   $33,427  
  Additional paid-in capital  596,222   477,701  
  Retained earnings  373,883   374,428  
  Accumulated other comprehensive loss  (18,887 ) (18,887 )

    Total common equity  984,645   866,669  

  Cumulative preferred stock  183,840   145,100  
  Long-term debt (excluding current portion)  829,483   827,389  

   1,997,968   1,839,158  


Current liabilities:  
  Current maturities and sinking funds  99,850   5,080  
  Commercial paper  4,000   -  
  Accounts payable  122,426   83,126  
  Accounts payable to associated companies  40,656   41,537  
  Accrued interest  12,845   14,628  
  Accrued taxes  69,751   62,135  
  Accumulated refueling outage provision  4,036   13,845  
  Other  44,248   40,946  

   397,812   261,297  


Other long-term liabilities and deferred credits:  
  Accumulated deferred income taxes  329,037   313,308  
  Accumulated deferred investment tax credits  28,494   31,135  
  Asset retirement obligations  190,099   -  
  Pension and other benefit obligations  97,311   88,449  
  Regulatory liabilities  76,678   78,995  
  Environmental liabilities  38,356   39,849  
  Other  86,140   86,215  

   846,115   637,951  


Total capitalization and liabilities   $3,241,895   $2,738,406  


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

21

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

  For the Nine Months Ended September 30,
  2003 2002

  (in thousands)
Cash flows from operating activities:      
  Net income  $73,817   $73,710  
  Adjustments to reconcile net income to net cash  
   flows from operating activities:  
     Depreciation and amortization  123,000   109,303  
     Amortization of leased nuclear fuel  9,374   10,812  
     Deferred tax expense (benefit) and investment tax (credits)  19,301   (5,367 )
     Refueling outage provision  (9,809 ) 6,165  
     Other  (1,745 ) 3,777  
  Other changes in assets and liabilities:  
     Accounts receivable  49,004   (1,086 )
     Sale of utility accounts receivable  (45,000 ) (2,000 )
     Gas stored underground  (13,426 ) (3,113 )
     Accounts payable  3,416   (10,945 )
     Accrued taxes  7,616   34,204  
     Adjustment clause balances  (16,511 ) (6,264 )
     Other  8,259   22,163  

       Net cash flows from operating activities  207,296   231,359  


Cash flows from (used for) financing activities:  
    Common stock dividends  (64,632 ) (60,255 )
    Preferred stock dividends  (9,730 ) (2,483 )
    Capital contribution from parent  118,780   60,000  
    Proceeds from issuance of preferred stock  38,738   -  
    Redemption of preferred stock  -   (56,389 )
    Proceeds from issuance of long-term debt  100,000   -  
    Reductions in long-term debt  (2,680 ) (560 )
    Net change in short-term borrowings  4,000   13,074  
    Principal payments under capital lease obligations  (9,720 ) (11,053 )
    Other  13,996   3,205  

      Net cash flows from (used for) financing activities  188,752   (54,461 )


Cash flows used for investing activities:  
    Utility construction expenditures  (404,968 ) (167,142 )
    Nuclear decommissioning trust funds  (8,209 ) (4,506 )
    Other  11,116   (5,272 )

      Net cash flows used for investing activities  (402,061 ) (176,920 )


Net decrease in cash and temporary cash investments   (6,013 ) (22 )


Cash and temporary cash investments at beginning of period   6,076   87  


Cash and temporary cash investments at end of period   $63   $65  


Supplemental cash flows information:  
  Cash paid during the period for: 
    Interest  $50,076   $48,196  

    Income taxes, net of refunds  $12,264   $ -  

  Noncash investing and financing activities: 
    Capital lease obligations incurred  $2,853   $11,635  


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

22

INTERSTATE POWER AND LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  Except as modified below, the Alliant Energy Notes to Condensed Consolidated Financial Statements are incorporated by reference insofar as they relate to IP&L.

1.

The interim condensed consolidated financial statements included herein have been prepared by IP&L, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include IP&L and its consolidated subsidiaries. IP&L is a direct subsidiary of Alliant Energy. These financial statements should be read in conjunction with the financial statements and the notes thereto included in IP&L’s latest Annual Report on Form 10-K.


  In the opinion of management, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of (a) the consolidated results of operations for the three and nine months ended Sept. 30, 2003 and 2002, (b) the consolidated financial position at Sept. 30, 2003 and Dec. 31, 2002, and (c) the consolidated statement of cash flows for the nine months ended Sept. 30, 2003 and 2002, have been made. Because of the seasonal nature of IP&L’s operations, results for the three and nine months ended Sept. 30, 2003 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2003. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation.

2.

For the three and nine months ended Sept. 30, 2003 and 2002, IP&L had no other comprehensive income, thus IP&L’s comprehensive income was equal to its earnings available for common stock for all periods.


3.

Certain financial information relating to IP&L’s significant business segments is presented below. Intersegment revenues were not material to IP&L’s operations.


  Electric Gas Other Total

  (in thousands)
Three Months Ended Sept. 30, 2003          
Operating revenues   $308,141   $28,383   $7,499   $344,023  
Operating income (loss)   89,197   (4,708 ) 988   85,477  
Earnings available for common stock     37,728  
 
Three Months Ended Sept. 30, 2002  
Operating revenues  $322,422   $21,494   $7,631   $351,547  
Operating income (loss)  99,795   (4,796 ) 1,554   96,553  
Earnings available for common stock    44,259  
 
Nine Months Ended Sept. 30, 2003  
Operating revenues   $773,186   $195,725   $25,245   $994,156  
Operating income   156,298   7,474   3,959   167,731  
Earnings available for common stock     64,087  
 
Nine Months Ended Sept. 30, 2002  
Operating revenues  $747,691   $128,748   $23,181   $899,620  
Operating income  161,190   2,729   4,950   168,869  
Earnings available for common stock    71,227  

10.

IP&L utilizes several synthetic leases to finance certain utility railcars that were not included on IP&L’s Condensed Consolidated Balance Sheets. IP&L has guaranteed the residual value of its synthetic leases totaling $6.8 million in the aggregate. The guarantees extend through the maturity of each respective underlying lease, the latest of which is January 2009.


23

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

  For the Three Months For the Nine Months
  Ended September 30, Ended September 30,
    2003   2002   2003   2002  

  (in thousands)
Operating revenues:          
  Electric utility  $271,913   $224,463   $694,001   $582,606  
  Gas utility  33,871   23,100   200,802   109,453  
  Water  1,706   1,439   4,483   3,957  

   307,490   249,002   899,286   696,016  


Operating expenses:  
  Electric production fuels  44,434   40,397   116,750   102,453  
  Purchased power  67,768   70,203   203,706   168,815  
  Cost of gas sold  22,132   15,219   141,208   69,124  
  Other operation and maintenance  59,903   51,137   198,723   153,866  
  Depreciation and amortization  29,856   27,754   89,051   88,187  
  Taxes other than income taxes  7,809   8,853   23,177   25,399  

   231,902   213,563   772,615   607,844  


Operating income   75,588   35,439   126,671   88,172  


Interest expense and other:  
  Interest expense  9,254   9,881   29,469   30,029  
  Interest income  (2,081 ) 100   (5,822 ) (5,563 )
  Equity income from unconsolidated investments  (5,192 ) (4,514 ) (14,972 ) (12,387 )
  Allowance for funds used during construction  (939 ) (692 ) (3,312 ) (1,625 )
  Miscellaneous, net  (243 ) 323   629   2,512  

   799   5,098   5,992   12,966  


Income before income taxes   74,789   30,341   120,679   75,206  


Income taxes   27,384   11,191   43,306   27,522  


Net income   47,405   19,150   77,373   47,684  


Preferred dividend requirements   827   827   2,483   2,483  


Earnings available for common stock   $46,578   $18,323   $74,890   $45,201  


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

24

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

  September 30,   December 31,  
ASSETS   2003   2002  

  (in thousands)
Property, plant and equipment:  
  Electric plant in service   $1,992,055   $1,843,834  
  Gas plant in service  300,326   286,652  
  Water plant in service  35,763   33,062  
  Other plant in service  258,752   242,329  
  Accumulated depreciation  (1,339,918 ) (1,410,036 )

    Net plant  1,246,978   995,841  
  Construction work in progress  45,232   96,746  
  Other, net  16,143   17,811  

   1,308,353   1,110,398  


Current assets:  
  Cash and temporary cash investments  3,759   8,577  
  Accounts receivable: 
     Customer, less allowance for doubtful accounts of $1,816 and $1,770  121,869   7,977  
     Associated companies  32,210   21,484  
     Other, less allowance for doubtful accounts of $289 and $458  20,834   18,191  
  Production fuel, at average cost  14,692   18,980  
  Materials and supplies, at average cost  23,240   22,133  
  Gas stored underground, at average cost  27,898   16,679  
  Regulatory assets  24,414   27,999  
  Prepaid gross receipts tax  21,017   27,388  
  Other  8,823   8,599  

   298,756   178,007  


Investments:  
  Nuclear decommissioning trust funds  231,783   223,734  
  Investment in ATC and other  137,036   133,043  

   368,819   356,777  


Other assets:  
  Regulatory assets  98,904   102,674  
  Deferred charges and other  189,713   236,741  

   288,617   339,415  


Total assets   $2,264,545   $1,984,597  


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

25

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

  September 30,   December 31,  
CAPITALIZATION AND LIABILITIES   2003   2002  

  (in thousands, except share amounts)
Capitalization:      
  Common stock - $5 par value - authorized 18,000,000 shares; 
       13,236,601 shares outstanding  $66,183   $66,183  
  Additional paid-in capital  525,603   325,603  
  Retained earnings  427,424   399,302  
  Accumulated other comprehensive loss  (24,425 ) (24,108 )

    Total common equity  994,785   766,980  

  Cumulative preferred stock  59,963   59,963  
  Long-term debt (excluding current portion)  336,379   468,208  

   1,391,127   1,295,151  


Current liabilities:  
  Current maturities  62,000   -  
  Variable rate demand bonds  55,100   55,100  
  Commercial paper  43,000   60,000  
  Accounts payable  47,186   90,869  
  Accounts payable to associated companies  48,018   43,276  
  Accrued taxes  13,683   19,353  
  Regulatory liabilities  13,934   16,938  
  Other  26,883   29,064  

   309,804   314,600  


Other long-term liabilities and deferred credits:  
  Accumulated deferred income taxes  195,654   191,894  
  Accumulated deferred investment tax credits  22,035   23,241  
  Asset retirement obligations  184,273   -  
  Pension and other benefit obligations  63,891   58,921  
  Customer advances  35,987   36,555  
  Other  61,774   64,235  

   563,614   374,846  


Total capitalization and liabilities   $2,264,545   $1,984,597  


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

26

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

  For the Nine Months Ended September 30,
  2003 2002

  (in thousands)
Cash flows from operating activities:      
  Net income  $77,373   $47,684  
  Adjustments to reconcile net income to net cash  
   flows from operating activities:  
     Depreciation and amortization  89,051   88,187  
     Amortization of nuclear fuel  4,052   4,680  
     Amortization of deferred energy efficiency expenditures  31,685   11,745  
     Deferred tax expense (benefit) and investment tax (credits)  9,072   (2,215 )
     Equity income from unconsolidated investments, net  (14,972 ) (12,387 )
     Distributions from equity method investments  10,791   10,481  
     Other  (6,559 ) (5,891 )
  Other changes in assets and liabilities:  
     Accounts receivable  (11,261 ) 14,960  
     Sale of utility accounts receivable  (116,000 ) 14,000  
     Gas stored underground  (11,219 ) 1,697  
     Accounts payable  (13,955 ) (14,383 )
     Accrued taxes  (5,670 ) 25,026  
     Other  (7,141 ) (6,364 )

       Net cash flows from operating activities  35,247   177,220  


Cash flows from (used for) financing activities:  
     Common stock dividends  (46,768 ) (44,150 )
     Preferred stock dividends  (2,483 ) (2,483 )
     Capital contribution from parent  200,000   11,000  
     Reductions in long-term debt  (70,000 ) -  
     Net change in short-term borrowings  (17,000 ) (9,316 )
     Other  (13,353 ) (8,265 )

       Net cash flows from (used for) financing activities  50,396   (53,214 )


Cash flows used for investing activities:  
     Utility construction expenditures  (103,454 ) (109,550 )
     Nuclear decommissioning trust funds  (2,157 ) (15,373 )
     Other  15,150   2,099  

       Net cash flows used for investing activities  (90,461 ) (122,824 )


Net increase (decrease) in cash and temporary cash investments   (4,818 ) 1,182  


Cash and temporary cash investments at beginning of period   8,577   307  


Cash and temporary cash investments at end of period   $3,759   $1,489  


Supplemental cash flows information:  
  Cash paid during the period for: 
    Interest  $30,597   $30,312  

    Income taxes, net of refunds  $46,385   $4,396  


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

27

WISCONSIN POWER AND LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  Except as modified below, the Alliant Energy Notes to Condensed Consolidated Financial Statements are incorporated by reference insofar as they relate to WP&L.

1.

The interim condensed consolidated financial statements included herein have been prepared by WP&L, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include WP&L and its consolidated subsidiaries. WP&L is a direct subsidiary of Alliant Energy. These financial statements should be read in conjunction with the financial statements and the notes thereto included in WP&L’s latest Annual Report on Form 10-K.


  In the opinion of management, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of (a) the consolidated results of operations for the three and nine months ended Sept. 30, 2003 and 2002, (b) the consolidated financial position at Sept. 30, 2003 and Dec. 31, 2002, and (c) the consolidated statement of cash flows for the nine months ended Sept. 30, 2003 and 2002, have been made. Because of the seasonal nature of WP&L’s operations, results for the three and nine months ended Sept. 30, 2003 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2003. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation.

2.

WP&L’s comprehensive income, and the components of other comprehensive income (loss), net of taxes, for the three and nine months ended Sept. 30 were as follows (in thousands):


  Three Months Nine Months

  2003 2002 2003 2002

Earnings available for common stock   $46,578   $18,323   $74,890   $45,201  
        Unrealized holding gains (losses) on qualifying 
          derivatives, net of tax  --   126   (5,914 ) (173 )
        Less: reclassification adjustment for gains (losses) 
          included in earnings available for common 
          stock, net of tax  --   --   (5,597 ) 4,287  

     Net unrealized gains (losses) on qualifying derivatives  --   126   (317 ) (4,460 )

   Other comprehensive income (loss)  --   126   (317 ) (4,460 )

Comprehensive income  $46,578   $18,449   $74,573   $40,741  


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3.

Certain financial information relating to WP&L’s significant business segments is presented below. Gas revenues included $15 million and $10 million for the three months ended Sept. 30, 2003 and 2002, and $37 million and $18 million for the nine months ended Sept. 30, 2003 and 2002, respectively, for sales to the electric segment. All other intersegment revenues were not material to WP&L’s operations.


  Electric Gas Other Total

  (in thousands)
Three Months Ended Sept. 30, 2003          
Operating revenues   $271,913   $33,871   $1,706   $307,490  
Operating income (loss)   77,619   (2,685 ) 654   75,588  
Earnings available for common stock     46,578  
 
Three Months Ended Sept. 30, 2002  
Operating revenues  $224,463   $23,100   $1,439   $249,002  
Operating income (loss)  41,364   (6,387 ) 462   35,439  
Earnings available for common stock    18,323  
 
Nine Months Ended Sept. 30, 2003  
Operating revenues   $694,001   $200,802   $4,483   $899,286  
Operating income   112,271   13,322   1,078   126,671  
Earnings available for common stock     74,890  
 
Nine Months Ended Sept. 30, 2002  
Operating revenues  $582,606   $109,453   $3,957   $696,016  
Operating income (loss)  88,317   (1,267 ) 1,122   88,172  
Earnings available for common stock    45,201  

10.

WP&L utilizes several synthetic leases to finance certain utility railcars and a utility radio dispatch system that were not included on WP&L’s Condensed Consolidated Balance Sheets. WP&L has guaranteed the residual value of its synthetic leases totaling $13.4 million in the aggregate. The guarantees extend through the maturity of each respective underlying lease, the latest of which is April 2015.


15.

Earnings (losses) on WP&L’s nuclear decommissioning trust funds of $2.0 million and ($0.2) million for the three months ended Sept. 30, 2003 and 2002, respectively, and $5.5 million and $5.1 million for the nine months ended Sept. 30, 2003 and 2002, respectively, are included in “Interest income” in WP&L’s Condensed Consolidated Statements of Income. A corresponding offset is recorded in “Depreciation and amortization” expense.


29

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

The primary first tier subsidiaries of Alliant Energy include: IP&L, WP&L, Resources and Corporate Services. Among various other regulatory constraints, Alliant Energy is operating as a registered public utility holding company subject to the limitations imposed by PUHCA. This MD&A includes information relating to Alliant Energy, IP&L and WP&L (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 Notes to Condensed Consolidated Financial Statements included in this report as well as the financial statements, notes and MD&A included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and IP&L’s and WP&L’s latest Annual Report on Form 10-K.

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. Such forward-looking statements are subject to 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 include: weather effects on sales and revenues; economic and political conditions in Alliant Energy’s domestic and international service territories; federal, state and international regulatory or governmental actions, including the impact of pending energy-related legislation in Congress and the ability to obtain adequate and timely rate relief to allow for, among other things, the recovery of operating costs and the earning of reasonable rates of return, as well as the payment of expected levels of dividends; Alliant Energy’s ability to complete its proposed divestiture of its oil and gas business at expected values and on expected timelines and its ability to retire debt from the proceeds therefrom on the anticipated timeframes and at the expected cost; unanticipated construction and acquisition expenditures; issues related to the supply of purchased electricity and price thereof, including the ability to recover purchased-power and fuel costs through rates; risks related to the operations of Alliant Energy’s nuclear facilities and unanticipated issues relating to the sale of Alliant Energy’s interest in Kewaunee; costs associated with Alliant Energy’s environmental remediation efforts and with environmental compliance generally; developments that adversely impact Alliant Energy’s ability to implement its strategic plan; improved results from Alliant Energy’s Brazil investments, the ability of Alliant Energy’s Brazil investments to refinance certain debt outstanding and no material adverse changes in the rates allowed by the Brazilian regulators; improved performance by Alliant Energy’s other non-regulated businesses as a whole; no material permanent declines in the fair market value of, or expected cash flows from, Alliant Energy’s investments; Alliant Energy’s ability to continue cost controls and operational efficiencies; Alliant Energy’s ability to identify and successfully complete proposed acquisitions and development projects; access to technological developments; employee workforce factors, including changes in key executives, collective bargaining agreements or work stoppages; continued access to the capital markets; inflation rates; and factors listed in “Other Matters — Other Future Considerations.” Alliant Energy assumes no obligation, and disclaims any duty, to update the forward-looking statements in this report.

STRATEGIC ACTIONS

Alliant Energy continues to make significant progress relating to implementing the plan it outlined in November 2002 to strengthen its financial profile. An update on such progress follows.

o   Asset sales and related debt reduction —
  o   In April 2003, Alliant Energy completed the sale of its Australian assets to New Zealand-based Meridian. In July 2003, Alliant Energy completed the sales of its affordable housing and SmartEnergy businesses.
  o   In July 2003, WPC, a company formed to be a holding company for Whiting, filed a registration statement with the SEC relating to an IPO. All of the shares of common stock to be sold in the proposed IPO will be offered by Alliant Energy. Alliant Energy currently intends to sell 80.1% or more of its interest in WPC in the fourth quarter of 2003 in the proposed IPO and currently plans to divest its remaining interest, subject to market conditions.

30

  o   If the proposed Whiting IPO is successfully executed, Alliant Energy would no longer consolidate its investment in Whiting. As a result, Whiting’s debt would no longer be reported on Alliant Energy’s balance sheet after the proposed IPO is completed. Whiting had $185 million of debt outstanding as of Sept. 30, 2003. In addition, Alliant Energy expects to use proceeds from the proposed IPO for debt reduction as well as some or all of the proceeds received from the divestiture of the remainder of its WPC stock. The amount of proceeds ultimately received from Alliant Energy’s divestiture of its Whiting business, and the timing of the completion of this transaction, is subject to a variety of factors, including favorable market conditions for the IPO.
  o   Assuming Alliant Energy’s IPO of its Whiting business is completed in the fourth quarter of 2003, Alliant Energy currently expects to incur charges to continuing operations in the fourth quarter of 2003 related to debt repayment premiums it anticipates paying as it applies the proceeds from the offering to reduce debt. While the ultimate amount of these potential premiums is impacted by numerous variables, Alliant Energy currently estimates it could incur charges to continuing operations of at least $0.06 to $0.10 per diluted share in the fourth quarter of 2003.
  o   Alliant Energy is in the process of selling some or all of its utility water business and has entered into a purchase agreement for the sale of its water utility serving the Beloit area at a sale price of $21 million. All regulatory approvals and financing have been obtained and Alliant Energy currently expects this sale to close later in 2003. Alliant Energy also continues the pursuit of the sale of its water utilities serving the Ripon and South Beloit areas.
  o   As a result of the above completed and proposed asset sales, Alliant Energy expects to achieve aggregate debt reductions in excess of $800 million with a significant majority, if not all, expected to occur in 2003 with any remainder in 2004. Debt reductions realized to-date as a result of the asset sales are as follows (in millions):
  o    Australia   $320  
  o    Affordable housing and SmartEnergy  110  
     
 
  o    Total  $430  
     
 
  o   Alliant Energy is also generating debt reductions of approximately $45 million throughout 2003 as a result of incremental tax benefits realized from the asset sales it has completed thus far.
  o   Alliant Energy also continues to divest other less material assets and will continue reviewing other ways to narrow its strategic focus and business platforms. The proceeds realized from such asset sales are also expected to be available for debt reduction.
o   Common equity offering — in July 2003, Alliant Energy completed a public offering of 17.25 million shares of its common stock at a price per share to the public of $19.25. The net proceeds of approximately $318 million were used to make capital contributions of $200 million and approximately $118 million to WP&L and IP&L, respectively, in support of their respective domestic utility generation and reliability initiatives.
o   Common stock dividend — Alliant Energy reduced its targeted annual common stock dividend from $2.00 per share to $1.00 per share effective with the dividend declared and paid in the first quarter of 2003.
o   Anticipated construction and acquisition expenditures for 2002 and 2003 — Alliant Energy reduced such aggregate expenditures by approximately $400 million, largely in its non-regulated business, from the plan that existed earlier in 2002.
o   Cost control — Alliant Energy is implementing additional cost control measures through its Lean Six Sigma program, its enterprise resource planning system that was placed in service in October 2002 and by a heightened focus on operating its domestic utility business in a manner that aligns operating expenses with the revenues granted in various rate filings.

As a result of the progress noted above and the fact that Alliant Energy’s cost control initiatives are expected to be an ongoing part of its business and, hence, will never be fully completed, Alliant Energy believes it has now successfully executed all of its strategic actions announced in November 2002 other than the divestiture of its Whiting business.

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RATES AND REGULATORY MATTERS

A summary of the regulatory environment is included in Alliant Energy’s Current Report on Form 8-K dated June 4, 2003, and the Form 10-K filed by IP&L and WP&L for the year ended Dec. 31, 2002. Set forth below are several recent developments relating to the regulatory environment.

Alliant Energy’s merger-related price freezes expired in April 2002 in all of its primary domestic utility jurisdictions and it has been addressing the recovery of its utility cost increases through numerous rate filings. Details of these rate cases are as follows (dollars in millions):

  Expected Return  
  Interim Interim Final Final Final on  
  Utility Filing Increase Increase Effective Increase Effective Effective Common  
Case Type Date Requested Granted (1) Date Granted (1) Date Date Equity Notes

WP&L:                                  
  2002 retail  E/G/W  8/01  $104   $49   4/02  $82   9/02  N/A  12.3% 
  2003 retail  E/G/W  5/02  123   --   N/A  81   4/03  N/A  12%  (2 )
  2004 retail  E/G/W  3/03  87   TBD TBD  TBD   TBD  1/04  TBD   
  Wholesale  E  2/02  6   6   4/02  3   1/03  N/A  N/A 
  Wholesale  E  3/03  5   5   7/03  TBD   TBD  12/03  N/A  (3 )
  South Beloit 
     retail - IL  G/W  10/03  1   TBD TBD  TBD   TBD  9/04  TBD   
IP&L retail - IA  E  3/02  82   15   7/02  26   5/03  N/A  11.15% 
IP&L retail - IA  G  7/02  20   17   10/02  13   8/03  N/A  11.05%  (4 )
IP&L retail - MN  E  5/03  5   2   7/03  TBD TBD  4/04  TBD   
 
 
 
   Total        $433 $94    $205
 
 
 

(1)  

Interim rate relief is implemented, subject to refund, pending determination of final rates. The final rate relief granted replaces the amount of interim rate relief granted.

(2)  

A party to the case representing selected commercial and industrial electric customers has appealed to a court to have the decision in this case remanded back to the PSCW for further consideration on issues of revenue increase amount and rate design. WP&L believes it is unlikely that the final outcome of this appeal will result in any changes to revenues or net income.

(3)  

WP&L had a rate change moratorium agreement with a wholesale customer group that expired in July 2003. The requested rates went into effect in July 2003, subject to refund. The parties have agreed to a settlement in principle and are currently finalizing the settlement.

(4)  

Since the final increase is lower than the interim relief granted in October 2002, a refund to customers will be made and is scheduled to be completed in December 2003. IP&L has reserved all amounts related to the refund.

A significant portion of the rate increases included in the previous table reflect the recovery of increased costs incurred by IP&L and WP&L, or costs they expect to incur, thus the increase in revenues related to these rate increases have not or are not expected to result in a corresponding increase in income. IP&L expects to file for an electric rate increase in 2004 which will include costs associated with the $400 million 500-MW combined cycle natural gas plant currently under construction in Iowa.

WP&L’s retail electric rates are based on annual forecasted fuel and purchased-power costs. In July 2003, WP&L completed an $8 million refund to its retail electric customers due to the overcollection of past fuel and purchased-power costs. The impact of such refund had no material impact on WP&L’s results of operations given reserves for such refund that it had previously recorded.

In 2002, IP&L filed with the IRS for a change in method of accounting for tax purposes for 1987 through 2001 that would allow a current deduction related to mixed service costs. Such costs had previously been capitalized and depreciated for tax purposes over the appropriate tax lives. This change would create a significant current tax benefit that has not been reflected in IP&L’s results of operations pending a decision from the IUB on the required rate making treatment of the benefit. In its April 2003 order, the IUB approved IP&L’s proposed accounting treatment to defer the tax savings resulting from the change of accounting method until the IRS audit on this issue is complete. The rate making impact will be addressed once the issue is resolved with the IRS, which is expected to occur in 2004. There would be no material negative impact on IP&L’s results of operations or financial position should the IRS reject IP&L’s proposal.

32

In 2002, IP&L filed for IUB and MPUC approval to transfer its transmission assets to TRANSLink, a proposed independent for-profit, transmission-only company. In June 2003, the IUB dismissed, without prejudice, IP&L’s plan to contribute and transfer transmission assets of 69 KV and greater to TRANSLink. However, the IUB encouraged the participating companies to revise and refile their reorganization applications. Subsequent to an IUB order, IP&L revised its MPUC filing to only seek authorization to transfer functional control of its transmission assets to TRANSLink. In a June 2003 hearing, the MPUC deferred its decision and indicated IP&L could submit a supplemental or revised application to explain recent changes to the proposal and to respond to a number of issues and questions posed by the MPUC advisory staff and other parties. On Nov. 3, 2003, IP&L submitted a status report to the MPUC indicating that IP&L and the other TRANSLink participants are currently evaluating their options with respect to TRANSLink and would provide further details within 30 days.

Energy-related legislation is currently pending in the U.S. Congress that, among other proposals, would repeal PUHCA. However, it is uncertain when or whether such legislation will be enacted or what impact it would have on Alliant Energy.

ALLIANT ENERGY RESULTS OF OPERATIONS

Unless otherwise noted, all “per share” references in the Results of Operations section refer to earnings per diluted share.

Overview — Third Quarter Results Alliant Energy’s net income (loss) and EPS for the third quarter were as follows (dollars in millions; totals may not foot due to rounding):

  2003 * 2002

  Net Income EPS Net Income EPS
Earnings (loss) from continuing operations:
    Utility   $83 .9 $0 .92 $62 .6 $0 .69
    Non-regulated (Resources)  (2 .4) (0 .03) (24 .0) (0 .27)
    Alliant Energy parent and other  3 .8 0 .04 8 .1 0 .09
    Dilutive effect of additional shares outstanding      (0 .15)

          Total earnings from continuing operations  85 .3 0 .78 46 .7 0 .51
Earnings (loss) from discontinued operations: 
    Operating results  7 .4 0 .08 7 .5 0 .08
    Non-cash valuation and other accounting adjustments: 
       Southern Hydro SFAS 133 loss  --   --   (9 .4) (0 .10)
       Discontinuing depreciation, depletion and amortization 
          of assets held for sale  6 .1 0 .07 --   --  
       Valuation adjustments and selling costs  4 .5 0 .05 --   --  
    Dilutive effect of additional shares outstanding      (0 .04)

          Total earnings (loss) from discontinued operations  18 .0 0 .16 (1 .9) (0 .02)

Net income  $103 .2 $0 .94 $44 .7 $0 .49

* The 2003 EPS amounts have been computed based on the average shares outstanding in 2002. Alliant Energy reports the dilutive impact of increased shares outstanding as a separate earnings variance item if it is material.

The significant increase in utility earnings from continuing operations was largely due to higher electric and gas margins which were partially offset by higher utility operating expenses. Alliant Energy also realized a similar improvement in its non-regulated results from continuing operations which was primarily due to a $0.18 per share improvement from its International business unit and the absence of asset valuation charges in the third quarter of 2003 compared with $0.06 per share recorded in the same period in 2002.

33

Domestic Electric Utility Margins Electric margins and MWh sales for Alliant Energy for the three months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs MWhs Sold

  2003 2002 Change 2003 2002 Change

Residential   $219,045   $206,797   6 % 2,231   2,346   (5 %)
Commercial  122,870   116,606   5 % 1,537   1,553   (1 %)
Industrial  165,180   156,473   6 % 3,182   3,192   --  
 
 
 
   Total from ultimate customers  507,095   479,876   6 % 6,950   7,091   (2 %)
Sales for resale  58,721   51,206   15 % 1,456   1,402   4 %
Other  14,238   15,803   (10 %) 43   40   8 %
 
 
 
   Total revenues/sales  580,054   546,885   6 % 8,449   8,533   (1 %)
 
 
Electric production fuels expense  84,914   88,452   (4 %)
Purchased-power expense  110,620   125,153   (12 %)
 
 
   Margin  $384,520   $333,280   15 %
 
 

Electric margins and MWh sales for Alliant Energy for the nine months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs MWhs Sold

  2003 2002 Change 2003 2002 Change

Residential   $530,458   $479,076   11 % 5,800   5,862   (1 %)
Commercial  313,658   284,607   10 % 4,260   4,188   2 %
Industrial  432,586   398,867   8 % 9,173   9,191   --  
 
 
 
   Total from ultimate customers  1,276,702   1,162,550   10 % 19,233   19,241   --  
Sales for resale  150,543   126,586   19 % 4,011   3,824   5 %
Other  39,942   41,161   (3 %) 136   126   8 %
 
 
 
   Total revenues/sales  1,467,187   1,330,297   10 % 23,380   23,191   1 %
 
 
Electric production fuels expense  232,807   218,193   7 %
Purchased-power expense  329,052   288,986   14 %
 
 
   Margin  $905,328   $823,118   10 %
 
 

Electric margin increased $51.2 million, or 15%, and $82.2 million, or 10%, for the three- and nine-month periods, respectively, primarily related to the impact of various rate increases implemented during the last 12 months, including increased revenues to recover a significant portion of higher utility operating expenses, the impact of WP&L implementing seasonal rates in 2003 for the first time and increased sales resulting from continued modest retail customer growth. Lower purchased-power and fuel costs impacting margin also contributed to the three-month increase. These items were partially offset by the impact of milder weather conditions in the second and third quarters of 2003 compared to the same periods in 2002.

In April 2003, WP&L implemented seasonal electric rates that resulted in higher rates for the period from June 1 through Sept. 30 and lower rates in all other periods. As a result, total annual revenues are not expected to be impacted significantly. However, WP&L expects that, going forward, each year’s second and third quarter revenues will be higher and first and fourth quarter revenues will be lower than those that would be realized without seasonal rates. Such seasonal rates will impact quarterly comparisons through the first quarter of 2004. The impact of seasonal rates increased electric margins by approximately $13 million for the three-month period in 2003 compared to 2002 when no seasonal rates were in effect. WP&L expects electric margins in the fourth quarter of 2003 will be approximately $7 million lower than it would have been without seasonal rates.

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Gas Utility MarginsGas margins and Dth sales for Alliant Energy for the three months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs Dths Sold

  2003 2002 Change 2003 2002 Change

Residential   $23,401   $17,526   34 % 1,676   1,833   (9 %)
Commercial  13,727   9,867   39 % 1,569   1,655   (5 %)
Industrial  5,382   3,576   51 % 872   903   (3 %)
Transportation/other  19,744   13,625   45 % 11,974   12,062   (1 %)
 
 
 
   Total revenues/sales  62,254   44,594   40 % 16,091   16,453   (2 %)
 
 
Cost of utility gas sold  39,874   26,917   48 %
 
 
   Margin  $22,380   $17,677   27 %
 
 

Gas margins and Dth sales for Alliant Energy for the nine months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs Dths Sold

  2003 2002 Change 2003 2002 Change

Residential   $215,622   $129,103   67 % 21,719   19,983   9 %
Commercial  112,043   64,819   73 % 13,484   12,388   9 %
Industrial  22,876   13,693   67 % 3,361   3,254   3 %
Transportation/other  45,986   30,586   50 % 36,586   35,215   4 %
 
 
 
   Total revenues/sales  396,527   238,201   66 % 75,150   70,840   6 %
 
 
Cost of utility gas sold  277,943   149,392   86 %
 
 
   Margin  $118,584   $88,809   34 %
 
 

Gas revenues and cost of utility gas sold increased significantly for the three- and nine-month periods due to the large increase in natural gas prices from the same periods in 2002. Due to Alliant Energy’s rate recovery mechanisms for gas costs, these increases alone had little impact on gas margin. Gas margin increased $4.7 million, or 27%, and $29.8 million, or 34%, for the three- and nine-month periods, respectively, primarily due to the impact of several rate increases implemented during the last 12 months. Also contributing to the nine-month increase were increased sales, which were largely due to more favorable weather conditions in the first quarter of 2003 compared to the same period in 2002 and continued modest retail customer growth, and improved performance related to WP&L’s performance-based commodity cost recovery program (benefits are shared by ratepayers and shareowners).

Refer to “Rates and Regulatory Matters” for discussion of various electric and gas rate filings.

Non-regulated and Other RevenuesDetails regarding Alliant Energy’s non-regulated and other revenues for the three and nine months ended Sept. 30 were as follows (in thousands):

  Three Months Nine Months

  2003 2002 2003 2002

Integrated Services   $66,528   $30,685   $293,450   $91,980  
International  30,635   23,395   85,777   72,819  
Investments  7,043   6,756   19,985   19,376  
Other (includes eliminations)  13,038   7,112   38,708   22,650  

   $117,244   $67,948   $437,920   $206,825  

The increased Integrated Services revenues for both periods were primarily due to increased gas revenues at Alliant Energy’s natural gas marketing business, NG Energy, largely due to higher natural gas prices and increased revenues at Alliant Energy’s environmental consulting business. Lower/higher natural gas volumes at NG Energy also impacted the three/nine month variances, respectively. Refer to Note 12 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for further discussion of NG Energy. The increased International revenues for both periods were primarily due to increased sales due to the acquisition of additional combined heat and power facilities in China in the fourth quarter of 2002 and the second quarter of 2003. The increased Other revenues for both periods was primarily due to generation from a 309-MW natural-gas fired power plant purchased by Resources in Wisconsin in February 2003.

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Other Operating ExpensesOther operation and maintenance expenses for the three and nine months ended Sept. 30 were as follows (in thousands):

  Three Months Nine Months

  2003 2002 2003 2002

Utility   $159,934   $134,490   $470,073   $397,912  
Integrated Services  60,950   27,358   278,414   81,873  
International  21,625   17,378   60,794   57,796  
Investments  4,861   3,782   13,062   11,290  
Other (includes eliminations)  3,991   1,355   11,528   3,960  

   $251,361   $184,363   $833,871   $552,831  

The utility increase for both periods was primarily due to increases in the amortization of deferred costs that are now being recovered in rates and higher administrative and general expenses (including, among others, employee benefits, uncollectible customer accounts and insurance). The nine-month increase was also impacted by a planned refueling outage at Kewaunee in the second quarter of 2003, partially offset by lower electric transmission and distribution expenses. A significant portion of these cost increases are being recovered as a result of the rate increases implemented during the last 12 months. Refer to “Rates and Regulatory Matters” for additional information. The Integrated Services, International and Other increases were largely driven by the same factors impacting the revenue variances.

Depreciation and amortization expense increased $9.1 million and $20.6 million for the three- and nine-month periods, respectively, primarily due to utility property additions, acquisitions at the non-regulated businesses and higher contributions to IP&L’s nuclear decommissioning trust fund.

Taxes other than income taxes decreased $5.3 million and $11.4 million for the three- and nine-month periods, respectively, largely due to decreased property taxes. Refer to “IP&L Results of Operations — Other Operating Expenses” for further discussion.

Interest Expense and OtherInterest expense increased $4.3 million and $25.5 million for the three- and nine-month periods, respectively, primarily due to higher average borrowing rates at Resources due to an increase in the mix of long- versus short-term debt outstanding. Higher credit facility fees at Resources and higher interest expense at the parent company also contributed to the nine-month increase.

Equity loss (income) from Alliant Energy’s unconsolidated investments for the three and nine months ended Sept. 30 was as follows (in thousands):

  Three Months Nine Months

  2003 2002 2003 2002

ATC   ($4,046 ) ($3,740 ) ($11,902 ) ($10,914 )
New Zealand  (3,164 ) (1,170 ) (5,616 ) (1,832 )
Brazil  (856 ) 15,142   (3,095 ) 24,066  
Synfuel (began operations 5/02)  4,854   4,793   14,929   7,792  
Other  (1,872 ) (1,997 ) (4,383 ) (2,488 )

   ($5,084 ) $13,028   ($10,067 ) $16,624  

Equity income from unconsolidated investments increased $18.1 million and $26.7 million for the three- and nine-month periods, respectively. The increased earnings for New Zealand for both periods was primarily due to higher energy prices. The improved results for Brazil for both periods was primarily due to: rate increases implemented at all five of the Brazilian operating companies throughout 2003; 3.2% and 8.6% increases in electricity sales volumes for the three- and nine-month periods; a charge in the third quarter of 2002 resulting from the receipt of a regulatory order; and foreign currency transaction losses of $4.9 million and $7.7 million for the three and nine months ended Sept. 30, 2002, respectively, related to approximately $40 million in debt at one of the Brazilian operating companies. The nine-month Brazil increase was also impacted by a second quarter 2002 charge of $3.1 million related to the recovery of the impacts of rationing and other prior costs. In the second quarter of 2002, Synfuel, a direct subsidiary of Resources, purchased an equity interest in an entity that owns a synthetic fuel processing facility which generates operating losses at its fuel processing facility. These losses are more than offset by tax credits and the tax benefit of the losses the project generates. All tax benefits are included in “Income taxes” in Alliant Energy’s Condensed Consolidated Statements of Income.  Refer to “Other Matters — Other Future Considerations” for further discussion of the tax credits associated with the Synfuel investment.

36

AFUDC increased $3.9 million and $9.0 million for the three- and nine-month periods, respectively, primarily due to increased construction expenditures at IP&L related to the $400 million generating facility it is constructing in Iowa under its Power Iowa program.

Preferred dividend requirements of subsidiaries increased $2.5 million and $7.2 million for the three- and nine-month periods, respectively, due to an increase in the aggregate amount of preferred stock outstanding at IP&L and a higher dividend rate.

Refer to Note 7 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for discussion of the asset valuation charge recorded by Alliant Energy in the first and second quarters of 2002 related to its McLeod available-for-sale securities.

Miscellaneous, net income increased $8.6 million and $30.5 million for the three- and nine-month periods, respectively, primarily due to the recording of pre-tax asset valuation charges in 2002 related to Alliant Energy’s investments in Energy Technologies (Q1 $5.0 million and Q3 $5.3 million); Enermetrix (Q1 $8.5 million); a loan receivable from a Mexican development company in connection with development of a resort community in Mexico (Q2 $6.9 million); and $2.6 million of charges recorded at Alliant Energy’s Integrated Services business unit in the third quarter of 2002. Also contributing to the nine-month increase were improvements in the pre-tax, non-cash SFAS 133 valuation adjustments related to the derivative component of Alliant Energy’s exchangeable senior notes and McLeod trading securities.

Income TaxesThe effective income tax rates were 32.0% and 31.3% for the three- and nine-month periods ended Sept. 30, 2003, respectively, compared with 36.5% and 47.4% for the same periods last year. The effective tax rates for both periods in 2003 were lower than the statutory federal income tax rate of 35% largely due to the impact of foreign operations and tax credits, which were partially offset by the effects of utility rate making and the impact of state taxes. The effective tax rates for both periods of 2003 were lower than the rates for the same periods in 2002 primarily due to the impact of income from foreign operations.

Income (Loss) from Discontinued Operations Income from discontinued operations increased $19.9 million and $1.8 million for the three- and nine-month periods, respectively. The three-month increase was primarily due to the recording of a non-cash SFAS 133 loss in the third quarter of 2002 related to the valuation of electricity derivatives at Southern Hydro and the impact of discontinuing depreciation, depletion and amortization of Alliant Energy’s assets held for sale in 2003. The nine-month increase was primarily due to the after-tax gain on the sale of Alliant Energy’s Australian business of $41 million recorded in the second quarter of 2003, the impact of discontinuing depreciation, depletion and amortization of Alliant Energy’s assets held for sale in 2003 and higher oil and gas prices at Whiting. The nine-month increase was largely offset by the recording of after-tax losses of $46 million and $9 million on the sale of Alliant Energy’s affordable housing and SmartEnergy businesses, respectively. These losses include valuation adjustments and selling costs recorded in the first and second quarters of 2003. Refer to Note 8 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for further discussion of Alliant Energy’s discontinued operations.

Cumulative Effect of Changes in Accounting Principles In the first quarter of 2003, Alliant Energy recorded after-tax charges of $4 million and $2 million for the cumulative effect of changes in accounting principles related to the adoption on Jan. 1, 2003 of SFAS 143 and EITF Issue 02-3 within its oil and gas and Integrated Services businesses, respectively. The oil and gas business has been classified as held for sale. Refer to Notes 11 and 12 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for further information.

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IP&L RESULTS OF OPERATIONS

Overview — Third Quarter Results Earnings available for common stock decreased $6.5 million, primarily due to increased operating expenses and preferred dividend requirements, partially offset by higher electric margins.

Electric Utility Margins Electric margins and MWh sales for IP&L for the three months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs MWhs Sold

  2003 2002 Change 2003 2002 Change

Residential   $122,747   $125,263   (2 %) 1,258   1,306   (4 %)
Commercial  71,691   76,130   (6 %) 933   952   (2 %)
Industrial  94,249   100,568   (6 %) 1,982   1,997   (1 %)
 
 
 
   Total from ultimate customers  288,687   301,961   (4 %) 4,173   4,255   (2 %)
Sales for resale  10,560   12,379   (15 %) 277   349   (21 %)
Other  8,894   8,082   10 % 24   24   --  
 
 
 
   Total revenues/sales  308,141   322,422   (4 %) 4,474   4,628   (3 %)
 
 
Electric production fuels expense  40,480   48,055   (16 %)
Purchased-power expense  42,852   54,950   (22 %)
 
 
   Margin  $224,809   $219,417   2 %
 
 

Electric margins and MWh sales for IP&L for the nine months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs MWhs Sold

  2003 2002 Change 2003 2002 Change

Residential   $287,076   $277,660   3 % 3,181   3,225   (1 %)
Commercial  183,286   176,402   4 % 2,610   2,550   2 %
Industrial  250,291   243,902   3 % 5,762   5,839   (1 %)
 
 
 
   Total from ultimate customers  720,653   697,964   3 % 11,553   11,614   (1 %)
Sales for resale  28,975   28,777   1 % 867   1,007   (14 %)
Other  23,558   20,950   12 % 76   78   (3 %)
 
 
 
   Total revenues/sales  773,186   747,691   3 % 12,496   12,699   (2 %)
 
 
Electric production fuels expense  116,057   115,740   --  
Purchased-power expense  125,346   120,171   4 %
 
 
   Margin  $531,783   $511,780   4 %
 
 

Electric margin increased $5.4 million, or 2%, and $20.0 million, or 4%, for the three- and nine-month periods, respectively, primarily due to the impact of retail rate increases implemented during the last 12 months, including increased revenues to recover a significant portion of IP&L’s increased operating expenses, lower purchased-power capacity costs, increased energy conservation revenues of $4 million for both the three- and nine-month periods, and continued modest retail customer growth. These items were partially offset by the impact of milder weather conditions in the second and third quarters of 2003 compared to the same periods in 2002. The increased energy conservation revenues were offset by higher energy conservation expenses.

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Gas Utility Margins Gas margins and Dth sales for IP&L for the three months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs Dths Sold

  2003 2002 Change 2003 2002 Change

Residential   $13,891   $10,044   38 % 1,006   1,012   (1 %)
Commercial  7,730   5,322   45 % 879   870   1 %
Industrial  4,651   3,025   54 % 773   795   (3 %)
Transportation/other  2,111   3,103   (32 %) 6,778   6,778   --  
 
 
 
   Total revenues/sales  28,383   21,494   32 % 9,436   9,455   --  
 
 
Cost of gas sold  17,742   11,698   52 %
 
 
   Margin  $10,641   $9,796   9 %
 
 

Gas margins and Dth sales for IP&L for the nine months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs Dths Sold

  2003 2002 Change 2003 2002 Change

Residential   $116,737   $74,421   57 % 12,776   11,656   10 %
Commercial  57,787   36,324   59 % 7,523   6,919   9 %
Industrial  15,850   9,608   65 % 2,541   2,364   7 %
Transportation/other  5,351   8,395   (36 %) 21,667   21,051   3 %
 
 
 
   Total revenues/sales  195,725   128,748   52 % 44,507   41,990   6 %
 
 
Cost of gas sold  136,735   80,268   70 %
 
 
   Margin  $58,990   $48,480   22 %
 
 

Gas revenues and cost of gas sold increased significantly for the three- and nine-month periods due to the large increase in natural gas prices from the same periods in 2002. Such increases alone had no impact on IP&L’s gas margin given its rate recovery mechanism for gas costs. Gas margin increased $0.8 million, or 9%, and $10.5 million, or 22%, for the three- and nine-month periods, respectively, primarily due to the impact of a retail rate increase implemented during the last 12 months. Also contributing to the nine-month increase were increased sales, primarily due to more favorable weather conditions in the first quarter of 2003 compared to the same period in 2002.

Refer to “Rates and Regulatory Matters” for discussion of IP&L’s electric and gas rate filings.

Other Operating Expenses Other operation and maintenance expenses increased $16.0 million and $24.9 million for the three- and nine-month periods, respectively, primarily due to increased administrative and general expenses including, among others, employee benefits, energy conservation, uncollectible customer accounts and insurance expenses. These items were partially offset by decreased electric transmission and distribution expenses.

Depreciation and amortization expense increased $4.8 million and $13.7 million for the three- and nine-month periods, respectively, primarily due to increased amortization of software, increased contributions to the nuclear decommissioning trust fund and property additions.

Taxes other than income taxes decreased $4.5 million and $9.4 million for the three- and nine-month periods, respectively, largely due to decreased property taxes, primarily related to an April 2003 property tax settlement.

IP&L appealed to the Iowa State Board of Tax Review, an agency of the State of Iowa, regarding assessments of Iowa property tax made by the Director of the Iowa Department of Revenue and Finance. The appeals involved assessments for the years 1994 through 1998 and sought reduction of the assessments reflecting the true value of IP&L’s operating property. In April 2003, IP&L settled this matter with the Iowa Department of Revenue and Finance. IP&L expects to realize reductions in property tax expense of $7.7 million, $5.1 million, $3.6 million and $2.1 million in 2003, 2004, 2005, and 2006 and thereafter, respectively, in comparison to what property tax expense would have been without the settlement. The impact of the settlement on ratepayers will be addressed in future ratemaking proceedings.

39

Interest Expense and Other AFUDC increased $3.7 million and $7.3 million for the three- and nine-month periods, respectively, due to increased construction expenditures related to the $400 million generating facility being constructed in Iowa under IP&L’s Power Iowa program.

Miscellaneous, net income decreased $4.9 million for the nine-month period, primarily due to lower income from sales of non-commodity products and services.

Income Taxes The effective income tax rates were 45.4% and 43.0% for the three- and nine-month periods ended Sept. 30, 2003, respectively, compared with 46.3% and 43.0% for the same periods last year.

Preferred Dividend Requirements Preferred dividend requirements increased $2.5 million and $7.2 million for the three- and nine-month periods, respectively, due to an increase in the aggregate amount of preferred stock outstanding and a higher dividend rate.

WP&L RESULTS OF OPERATIONS

Overview — Third Quarter Results Earnings available for common stock increased $28.3 million, primarily due to higher electric and gas margins, partially offset by increased operating expenses.

Electric Utility Margins Electric margins and MWh sales for WP&L for the three months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs MWhs Sold

  2003 2002 Change 2003 2002 Change

Residential   $96,298   $81,534   18 % 973   1,040   (6 %)
Commercial  51,179   40,476   26 % 604   601   --  
Industrial  70,931   55,905   27 % 1,200   1,195   --  
 
 
 
   Total from ultimate customers  218,408   177,915   23 % 2,777   2,836   (2 %)
Sales for resale  48,161   38,827   24 % 1,179   1,054   12 %
Other  5,344   7,721   (31 %) 19   16   19 %
 
 
 
   Total revenues/sales  271,913   224,463   21 % 3,975   3,906   2 %
 
 
Electric production fuels expense  44,434   40,397   10 %
Purchased-power expense  67,768   70,203   (3 %)
 
 
   Margin  $159,711   $113,863   40 %
 
 

Electric margins and MWh sales for WP&L for the nine months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs MWhs Sold

  2003 2002 Change 2003 2002 Change

Residential   $243,382   $201,416   21 % 2,619   2,637   (1 %)
Commercial  130,372   108,205   20 % 1,650   1,638   1 %
Industrial  182,295   154,965   18 % 3,411   3,352   2 %
 
 
 
   Total from ultimate customers  556,049   464,586   20 % 7,680   7,627   1 %
Sales for resale  121,568   97,809   24 % 3,144   2,817   12 %
Other  16,384   20,211   (19 %) 60   48   25 %
 
 
 
   Total revenues/sales  694,001   582,606   19 % 10,884   10,492   4 %
 
 
Electric production fuels expense  116,750   102,453   14 %
Purchased-power expense  203,706   168,815   21 %
 
 
   Margin  $373,545   $311,338   20 %
 
 

Electric margin increased $45.8 million, or 40%, and $62.2 million, or 20%, for the three- and nine-month periods, respectively, primarily due to the implementation of rate increases during the last 12 months, including increased revenues to recover a significant portion of WP&L’s increased operating expenses, the impact of WP&L implementing seasonal rates in 2003 for the first time, higher sales for resale and increased sales resulting from continued modest retail customer growth. Also contributing to the three-month increase were lower purchased-power and fuel costs impacting margin. These items were partially offset by the impact of milder weather conditions in the second and third quarters of 2003 compared with the same periods in 2002.

40

In April 2003, WP&L implemented seasonal electric rates that result in higher rates for the period from June 1 through Sept. 30 and lower rates in all other periods. As a result, total annual revenues are not expected to be impacted significantly. However, WP&L expects that, going forward, each year’s second and third quarter revenues will be higher and first and fourth quarter revenues will be lower than those that would be realized without seasonal rates. Such seasonal rates will impact quarterly comparisons through the first quarter of 2004. The impact of seasonal rates increased electric margins by approximately $13 million for the three-month period in 2003 compared to 2002 when no seasonal rates were in effect. WP&L expects electric margins in the fourth quarter of 2003 will be approximately $7 million lower than it would have been without seasonal rates.

Gas Utility Margins Gas margins and Dth sales for WP&L for the three months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs Dths Sold

  2003 2002 Change 2003 2002 Change

Residential   $9,510   $7,482   27 % 670   821   (18 %)
Commercial  5,997   4,545   32 % 690   785   (12 %)
Industrial  731   551   33 % 99   108   (8 %)
Transportation/other  17,633   10,522   68 % 5,196   5,284   (2 %)
 
 
 
   Total revenues/sales  33,871   23,100   47 % 6,655   6,998   (5 %)
 
 
Cost of gas sold  22,132   15,219   45 %
 
 
   Margin  $11,739   $7,881   49 %
 
 

Gas margins and Dth sales for WP&L for the nine months ended Sept. 30 were as follows (in thousands):

  Revenues and Costs Dths Sold

  2003 2002 Change 2003 2002 Change

Residential   $98,885   $54,682   81 % 8,943   8,327   7 %
Commercial  54,256   28,495   90 % 5,961   5,469   9 %
Industrial  7,026   4,085   72 % 820   890   (8 %)
Transportation/other  40,635   22,191   83 % 14,919   14,164   5 %
 
 
 
   Total revenues/sales  200,802   109,453   83 % 30,643   28,850   6 %
 
 
Cost of gas sold  141,208   69,124   104 %
 
 
   Margin  $59,594   $40,329   48 %
 
 

Gas revenues and cost of gas sold increased significantly for the three- and nine-month periods due to the large increase in natural gas prices from the same periods in 2002. Due to WP&L’s rate recovery mechanism for gas costs, these increases alone had little impact on gas margin. Gas margin increased $3.9 million, or 49%, and $19.3 million, or 48%, for the three- and nine-month periods, respectively, primarily due to the implementation of rate increases during the last 12 months. Also contributing to the nine-month increase were improved performance from WP&L’s performance-based commodity cost recovery program (benefits are shared by ratepayers and shareowners) and increased sales largely due to more favorable weather conditions in the first quarter of 2003 compared to the same period in 2002.

Refer to “Rates and Regulatory Matters” for discussion of WP&L’s electric and gas rate filings.

Other Operating Expenses Other operation and maintenance expenses increased $8.8 million and $44.9 million for the three- and nine-month periods, respectively, primarily due to increases in the amortization of deferred costs that are now being recovered in rates and administrative and general expenses (including, among others, employee benefits, uncollectible customer accounts and insurance). Also contributing to the nine-month increase were the impact of a planned refueling outage at Kewaunee in the second quarter of 2003. A significant portion of these cost increases are being recovered as a result of the rate increases implemented during the last 12 months.

41

Depreciation and amortization expense increased $2.1 million and $0.9 million for the three- and nine-month periods, respectively, primarily due to property additions and increased earnings on the nuclear decommissioning trust fund. These items were partially offset by lower software amortization. The accounting for earnings on the nuclear decommissioning trust fund results in no net income impact. Interest income increases for earnings on the trust fund and the corresponding offset is recorded through depreciation expense.

Income Taxes The effective income tax rates were 36.6% and 35.9% for the three- and nine-month periods ended Sept. 30, 2003, respectively, compared with 36.9% and 36.6%, respectively, for the same periods last year.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows for the Nine-Month PeriodsSelected information from Alliant Energy’s, IP&L’s and WP&L’s Condensed Consolidated Statements of Cash Flows for the nine months ended Sept. 30 was as follows (in thousands):

  Alliant Energy IP&L WP&L

Cash flows from (used for): 2003 2002 2003 2002 2003 2002

Operating activities   $182,866   $374,725   $207,296   $231,359   $35,247   $177,220  
Financing activities  200,654   49,848   188,752   (54,461 ) 50,396   (53,214 )
Investing activities  (352,786 ) (436,536 ) (402,061 ) (176,920 ) (90,461 ) (122,824 )

Alliant Energy’s cash flows from operating activities decreased $192 million primarily due to changes in the levels of utility accounts receivable sold; cash flows from financing activities increased $151 million primarily due to proceeds from the July 2003 common equity offering and lower common stock dividends due to the dividend reduction implemented in the first quarter of 2003, partially offset by the changes in the amounts of debt issued and retired; cash flows used for investing activities decreased $84 million primarily due to proceeds received from the sale of Alliant Energy’s Australian business in April 2003, partially offset by construction and acquisition expenditures associated with the construction of the natural gas plant in Iowa as part of IP&L’s Power Iowa program and the 2003 acquisition by Resources of a natural gas-fired power plant in Wisconsin. IP&L’s cash flows from operating activities decreased $24 million primarily due to a planned refueling outage at DAEC in 2003; cash flows from financing activities increased $243 million primarily due to the issuance of senior debentures and preferred stock in 2003, a higher capital contribution from Alliant Energy in 2003 compared to 2002 and the redemption of preferred stock in 2002; and cash flows used for investing activities increased $225 million primarily due to increased construction and acquisition expenditures associated with the construction of the Power Iowa natural gas plant. WP&L’s cash flows from operating activities decreased $142 million primarily due to changes in the levels of utility accounts receivable sold; and cash flows from financing activities increased $104 million primarily due to a capital contribution of $200 million from Alliant Energy, partially offset by changes in the amount of debt issued and retired.

Common Equity Refer to “Strategic Actions” for discussion of a common equity offering completed by Alliant Energy in July 2003.

Preferred Stock In September 2003, IP&L issued 1.6 million shares of 7.10% cumulative preferred stock at a price to the public of $25.00 per share in a public offering and received proceeds of approximately $38.7 million.

Debt Alliant Energy and its subsidiaries are party to various credit facilities and other borrowing arrangements. In September 2003, Alliant Energy completed the syndication of three 364-day revolving credit facilities totaling $650 million ($200 million for Alliant Energy at the parent company level, $250 million for IP&L and $200 million for WP&L), available for direct borrowing or to support commercial paper. These new facilities replaced the former facilities totaling $782 million ($432 million for Alliant Energy at the parent company level, $200 million for IP&L and $150 million for WP&L), which were to expire in October 2003. At Sept. 30, 2003, the unused capacity under these facilities was $505 million. Alliant Energy’s, IP&L’s and WP&L’s credit facility agreements contain various covenants, including the following:

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Covenant Description Covenant Requirement Status at Sept. 30, 2003

Alliant Energy:    
   Consolidated debt-to-capital ratio * Less than 65% 52.4%
   Consolidated net worth * At least $1.4 billion $2.3 billion
   EBITDA interest coverage ratio * At least 2.5x 3.4x 
IP&L debt-to-capital ratio Less than 58% 48.1%
WP&L debt-to-capital ratio Less than 58% 32.7%
* In compliance with the agreements, results of discontinued operations have been included in the covenant calculations.

Alliant Energy is also subject to a PUHCA requirement whereby Alliant Energy’s common equity balance must be at least 30% of its total consolidated capitalization, including short-term debt. Alliant Energy’s common equity ratio as of Sept. 30, 2003, as computed under such requirement, was 43.4%.

Information regarding commercial paper at Sept. 30, 2003 was as follows (dollars in millions):

  Alliant Energy (Parent) IP&L WP&L

Commercial paper outstanding $98.0 $4.0 $43.0
Weighted average maturity
   of commercial paper 1 day  1 day  3 days
Discount rates on commercial paper 1.75% 1.25% 1.13-1.20%

Alliant Energy had no borrowings outstanding under its bank facilities at Sept. 30, 2003.

In September 2003, IP&L issued $100 million of 5.875% unsecured senior debentures due 2018. IP&L ultimately used the majority of the net proceeds in October 2003 to redeem $27.5 million of its 7.25% first mortgage bonds, $20 million of its 8.625% first mortgage bonds and $50 million of its 7.875% subordinated deferrable interest debentures. In October 2003, IP&L completed a $100 million issuance of 6.45% unsecured senior debentures due 2033. The majority of the net proceeds will be used later in 2003 to redeem $94.0 million of its 7.625% first mortgage bonds.

Refer to “Strategic Actions” for information on debt reduction during 2003 related to steps Alliant Energy has taken to implement the plan it outlined in November 2002 to strengthen its financial profile.

Off-Balance Sheet Arrangements A summary of Alliant Energy’s off-balance sheet arrangements is included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and the Form 10-K filed by IP&L and WP&L for the year ended Dec. 31, 2002 and have not changed materially from those reported in such filings.

EnvironmentalA summary of Alliant Energy’s environmental matters is included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and the Form 10-K filed by IP&L and WP&L for the year ended Dec. 31, 2002 and have not changed materially from those reported in such filings.

Construction and Acquisition ExpendituresIn February 2003, Resources announced the purchase of a 309-MW, non-regulated, natural gas-fired power plant in Wisconsin for $109 million, which Resources financed with a $73 million 8-year secured credit facility ($57 million of borrowings were outstanding at Sept. 30, 2003), which is non-recourse to Alliant Energy. The entire power output of the facility is sold under contract to Milwaukee-based We Energies through June 2008.

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OTHER MATTERS

Market Risk Sensitive Instruments and Positions Alliant Energy’s primary market risk exposures are associated with interest rates, commodity prices, equity prices and currency exchange rates. Alliant Energy has risk management policies to monitor and assist in controlling these market risks and uses derivative instruments to manage some of the exposures. A summary of Alliant Energy’s market risks is included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and IP&L’s and WP&L’s Form 10-K for the year ended Dec. 31, 2002 and have not changed materially from those reported in such filings, except as described below.

Currency Risk — Alliant Energy has investments in various countries where the net investments are not hedged, including Brazil, China, New Zealand and Canada. As a result, these investments are subject to currency exchange risk with fluctuations in currency exchange rates. At Sept. 30, 2003, Alliant Energy had a cumulative foreign currency translation loss, net of any tax benefits realized, of $99 million, which related to decreases in value of the Brazil real of $100 million and increases in value of the New Zealand dollar of $1 million, all in relation to the U.S. dollar. This loss is recorded in “Accumulated other comprehensive loss” on Alliant Energy’s Condensed Consolidated Balance Sheets. Based on Alliant Energy’s investments at Sept. 30, 2003, a 10% sustained increase/decrease over the next 12 months in the foreign exchange rates of Brazil, China, New Zealand and Canada would result in a corresponding increase/decrease in the cumulative foreign currency translation loss of $54 million. Alliant Energy’s equity income (loss) from its foreign investments is also impacted by fluctuations in currency exchange rates.

Alliant Energy also has currency exchange risk associated with approximately $39 million at Sept. 30, 2003 of debt outstanding at one of the Brazilian operating companies. For the three and nine months ended Sept. 30, 2003, Alliant Energy recorded equity losses of $0.6 million and equity income of $2.4 million, respectively, and for the same periods in 2002, Alliant Energy recorded equity losses of $4.9 million and $7.7 million, respectively, related to its share of the foreign currency transaction gains/losses on such debt. Based on the loan balance and currency rates at Sept. 30, 2003, a 10% change in the currency rates would result in a $2.9 million pre-tax increase/decrease in net income.

In addition, Alliant Energy has currency exchange risk associated with approximately $23 million of payables at one of its Canadian operating companies. For the three and nine months ended Sept. 30, 2003, Alliant Energy recorded pre-tax income of $0.1 million and $2.2 million, respectively, related to the foreign currency transaction gains/losses on such payable. Based on the payables balance and currency rates at Sept. 30, 2003, a 10% change in the currency rates would result in a $2.3 million pre-tax increase/decrease in net income.

Accounting Pronouncements In April 2003, the FASB issued SFAS 149, “Amendment of SFAS 133 on Derivative Instruments and Hedging Activities,” which amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133. SFAS 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS 133 and when a derivative contains a financing component that warrants special reporting in the statement of cash flows, as well as amending certain other existing pronouncements. Also, energy contracts that are subject to unplanned netting will generally be accounted for as a derivative. SFAS 149 is effective for contracts entered into or modified after June 30, 2003, except for certain implementation issues and certain provisions of forward purchase and sale contracts and for hedging relationships designated after June 30, 2003. As a result of the implementation of SFAS 149, Alliant Energy determined that certain energy contracts entered into during the quarter met the definition of a derivative. Derivatives were reported at fair market value at Sept. 30, 2003, with no material impact on Alliant Energy’s financial condition or results of operations. Although SFAS 149 is expected to result in more energy contracts in Alliant Energy’s regulated operations qualifying as derivatives, changes in the fair value of these derivatives are generally reported as changes in regulatory assets and liabilities rather than being reported currently in earnings, based on the regulatory treatment. SFAS 149 will result in more earnings volatility at NG Energy given the majority of its derivatives will not qualify for hedge accounting.

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In May 2003, the FASB issued SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” which requires an issuer to classify outstanding free-standing financial instruments within its scope as a liability on its balance sheets even though the instruments have characteristics of equity. Alliant Energy adopted SFAS 150 on July 1, 2003 with no material impact on Alliant Energy’s financial condition or results of operations. Alliant Energy continues to evaluate the implications of FASB Staff Position No. FAS 150-3, issued in November 2003, which defers the effective date for applying the provisions of SFAS 150 for certain mandatorily redeemable non-controlling interests.

Critical Accounting Policies A summary of Alliant Energy’s critical accounting policies is included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and IP&L’s and WP&L’s Form 10-K for the year ended Dec. 31, 2002 and have not changed materially from those reported in such filings.

Other Future Considerations In addition to items discussed earlier in MD&A, the following items could impact Alliant Energy’s future financial condition or results of operations:

Alliant Energy holds unconsolidated investments in certain Brazilian electric utility companies. The Brazilian utilities are negotiating with creditors to restructure and convert approximately $245 million, as converted from local currency to U.S. dollars, of short-and long-term debt currently outstanding into new long-term debentures and other longer- term debt. In June 2003, Standard and Poor’s issued a formal rating on the debentures of ‘brBBB+’ with a negative outlook. Approximately half of the amount being refinanced has closed and the other half has been approved by the lending bank, is now in the documentation phase and is expected to be completed in the fourth quarter of 2003. In addition, other negotiations to restructure a loan of approximately $39 million are currently in progress and are expected to be completed in the first quarter of 2004. If the refinancings are not completed as anticipated and the Brazilian utilities are unable to extend or repay certain obligations outstanding, then the liquidity position of the Brazilian utilities may be significantly adversely affected. In such an event, Alliant Energy is not required to invest any additional capital in Brazil but it could lead to material asset valuation charges as relates to Alliant Energy’s investments in its Brazilian utilities.

In June 2003, the IRS announced it was reviewing the scientific validity of test procedures and results used by companies claiming tax credits for producing synthetic fuels from coal and may withdraw such credits for operations that fail to meet federal standards which require, among other things, a significant chemical change to occur in the process. In October 2003, the IRS stated this review was complete and that the test procedures and results used by taxpayers for chemical change are scientifically valid if the procedures are applied in a consistent and unbiased manner. Since the second quarter of 2002, Alliant Energy has been an investor in a synthetic fuel facility and continued to record these tax credits as of Sept. 30, 2003. Currently, the IRS is auditing this facility to determine if its procedures are applied in a consistent and unbiased manner. Alliant Energy expects the audit to be completed by Dec. 31, 2003 and cannot predict its outcome. The synthetic fuel facility Alliant Energy partially owns previously received a private letter ruling from the IRS, which states that based on the facts submitted, a significant chemical change was achieved in its process. Alliant Energy currently estimates its tax credits for producing synthetic fuels to be approximately $23 million and $15 million for 2003 and 2002, respectively.

Alliant Energy’s qualified pension and other postretirement expenses for 2004 are currently expected to be comparable to the level of expenses in 2003. Alliant Energy currently estimates, based on the accumulated benefit obligation, that as of Sept. 30, 2003, its qualified pension plans were underfunded by approximately $94 million (85% funded). Alliant Energy does not anticipate making any additional contributions to its qualified pension plans in the fourth quarter of 2003 and currently anticipates making contributions of approximately $60 million in 2004.

Refer to Note 13 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for information on WP&L’s definitive agreement to sell its 41% ownership interest in Kewaunee to Dominion.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk are reported under Item 2 MD&A “Other Matters — Market Risk Sensitive Instruments and Positions.”

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ITEM 4. CONTROLS AND PROCEDURES

Alliant Energy’s, IP&L’s and WP&L’s management evaluated, with the participation of each of Alliant Energy’s, IP&L’s and WP&L’s Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Disclosure Committee, the effectiveness of the design and operation of Alliant Energy’s, IP&L’s and WP&L’s disclosure controls and procedures as of the end of the quarter ended Sept. 30, 2003 pursuant to the requirements of the Securities Exchange Act of 1934, as amended. Based on those evaluations, the CEO and the CFO concluded that Alliant Energy’s, IP&L’s and WP&L’s disclosure controls and procedures were effective as of the end of the quarter ended Sept. 30, 2003.

There was no change in Alliant Energy’s, IP&L’s and WP&L’s internal control over financial reporting that occurred during the quarter ended Sept. 30, 2003 that has materially affected, or is reasonably likely to materially affect, Alliant Energy’s, IP&L’s or WP&L’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Alliant Energy
On April 17, 2003, a purported class action shareowner lawsuit was filed against Alliant Energy, Erroll B. Davis, Jr., Thomas M. Walker and John E. Kratchmer in the U.S. District Court for the Western District of Wisconsin as Case No. 03-C-0191. Several substantially similar cases were subsequently filed in the same court and were consolidated into one action.  The actions were allegedly brought on behalf of purchasers of Alliant Energy securities from Jan. 29, 2002 through July 18, 2002. The amended consolidated complaint alleged that the defendants made false and misleading statements in relation to Alliant Energy’s expected performance of its various non-regulated businesses. On Aug. 13, 2003, the court, acting upon a motion filed by the defendants, dismissed the action without prejudice. On Sept. 22, 2003, upon stipulation of the parties, the court entered a new order changing the dismissal of the case from without prejudice to with prejudice. Accordingly, this lawsuit has been concluded.

In October 2000, Alliant Energy and WP&L filed a federal lawsuit seeking declaratory relief regarding whether certain provisions of WUHCA are unconstitutional as a violation of the interstate commerce and equal protection provisions of the U.S. Constitution. Alliant Energy and WP&L are challenging the provisions of WUHCA which restrict ownership in utility holding companies, limit the investments those companies can make and place significant restrictions on companies that invest in Wisconsin utility holding companies. Alliant Energy and WP&L also requested that the court consider the constitutionality of issues related to the asset cap on non-utility investments imposed by WUHCA. The district court ultimately dismissed the case on summary judgment grounds in May 2002. Alliant Energy and WP&L appealed the district court’s decision to the 7th Circuit Court of Appeals in June 2002. In May 2003, the 7th Circuit ruled that it is unconstitutional to require public utility holding companies with Wisconsin utility subsidiaries to be incorporated in the state of Wisconsin. The remaining WUHCA provisions that Alliant Energy challenged were upheld as constitutional. Alliant Energy filed a petition for rehearing with the 7th Circuit regarding those provisions that were upheld, which was denied in July 2003. Alliant Energy has filed a petition with the U.S. Supreme Court asking it to review the case.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits: The following Exhibits are filed herewith or incorporated by reference.

  3.1   Restated Articles of Incorporation of IP&L (incorporated by reference to Exhibit 1 to IP&L's Registration Statement on Form 8-A, dated Sept. 19, 2003 (File No. 0-4117-1))

  3.2   Articles of Amendment to IP&L's Restated Articles of Incorporation (incorporated by reference to Exhibit 4.1 to IP&L's Form 8-K, dated Sept. 9, 2003 (File No. 0-4117-1))

  4.1   Indenture (For Senior Unsecured Debt Securities), dated as of Aug. 20, 2003, between IP&L and Bank One Trust, as Trustee (incorporated by reference to Exhibit 4.11 to IP&L's Registration Statement on Form S-3 (Registration No. 333-108199))

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  4.2   Officer's Certificate, dated Sept. 10, 2003, creating IP&L's 5.875% Senior Debentures due 2018 (incorporated by reference to Exhibit 4.1 to IP&L's Form 8-K, dated Sept. 10, 2003 (File No. 0-4117-1))

  4.3   Officer's Certificate, dated Oct. 14, 2003, creating IP&L's 6.45% Senior Debentures due 2033 (incorporated by reference to Exhibit 4.1 to IP&L's Form 8-K, dated Oct. 14, 2003 (File No. 0-4117-1))

  10.1   364-Day Credit Agreement, dated as of Sept. 30, 2003, among Alliant Energy, the Banks named therein and Bank One, NA, as Administrative Agent and Letters of Credit issuing bank

  10.2   364-Day Credit Agreement, dated as of Sept. 30, 2003, among IP&L, the Banks named therein and Bank One, NA, as Administrative Agent and Letters of Credit issuing bank

  10.3   364-Day Credit Agreement, dated as of Sept. 30, 2003, among WP&L, the Banks named therein and Bank One, NA, as Administrative Agent and Letters of Credit issuing bank

  10.4   Third Amendment to Credit Agreement, dated as of Oct. 24, 2003, by and among Whiting, Bank One, NA, as Administrative Agent and each of the Financial Institutions a party thereto (incorporated by reference to Exhibit 4.5 to WPC's Registration Statement on Form S-1 (Registration No. 333-107341))

  10.5   Supplemental Retirement Plan Agreement by and between Alliant Energy and W.D. Harvey, J.E. Hoffman, E.G. Protsch, B.J. Swan and P.J. Wegner

  10.6   Supplemental Retirement Plan Agreement by and between Alliant Energy and D.K. Doyle, D.L. Mineck and K.K. Zuhlke

  10.7   Supplemental Retirement Plan Agreement by and between Alliant Energy and V.A. Gebhart, T.L. Hanson, J.E. Kratchmer and B.A. Siehr

  31.1   Certification of the Chairman, President and CEO for Alliant Energy

  31.2   Certification of the Executive Vice President and CFO for Alliant Energy

  31.3   Certification of the Chairman and CEO for IP&L

  31.4   Certification of the President and CFO for IP&L

  31.5   Certification of the Chairman and CEO for WP&L

  31.6   Certification of the Executive Vice President and CFO for WP&L

  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 IP&L

  32.3   Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for WP&L

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(b)   Reports on Form 8-K:

  Alliant Energy
  Alliant Energy filed a Current Report on Form 8-K, dated Aug. 28, 2003, reporting (under Items 5 and 7) that it issued a press release announcing the resignation of its CFO, Thomas M. Walker, and the appointment of Eliot G. Protsch, its Executive Vice President-Energy Delivery and President, IP&L, to serve as interim CFO, effective Sept. 1, 2003.

  Alliant Energy filed a Current Report on Form 8-K, dated July 28, 2003, reporting (under Items 7 and 9) that it issued a press release announcing its earnings for the quarter ended June 30, 2003 and its earnings guidance for 2003.

  Alliant Energy filed a Current Report on Form 8-K, dated July 1, 2003, reporting (under Items 5 and 7) that it agreed to sell 15,000,000 shares of its common stock at $19.25 per share to the public in a public offering and provide the underwriters an option to purchase up to 2,250,000 additional shares of common stock at the same price per share to cover any over-allotments.

  IP&L
  IP&L filed a Current Report on Form 8-K, dated Sept. 10, 2003, reporting (under Items 5 and 7) that it agreed to sell $100 million aggregate principal amount of its 5.875% senior debentures due 2018 in a public offering.

  IP&L filed a Current Report on Form 8-K, dated Sept. 9, 2003, reporting (under Items 5 and 7) that it agreed to sell 1,600,000 shares of its 7.10% Series C preferred stock at $25.00 per share in a public offering.

  WP&L — None.

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 13th day of November 2003.


ALLIANT ENERGY CORPORATION
Registrant  
   
By: /s/ John E. Kratchmer Vice President-Controller and Chief Accounting Officer
John E. Kratchmer    (Principal Accounting Officer and Authorized Signatory)
   
   
INTERSTATE POWER AND LIGHT COMPANY
Registrant  
   
By: /s/ John E. Kratchmer Vice President-Controller and Chief Accounting Officer
John E. Kratchmer    (Principal Accounting Officer and Authorized Signatory)
   
   
WISCONSIN POWER AND LIGHT COMPANY
Registrant  
   
By: /s/ John E. Kratchmer Vice President-Controller and Chief Accounting Officer
John E. Kratchmer    (Principal Accounting Officer and Authorized Signatory)

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