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

                            FORM 10-K

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 2000
                                   ------------------

                               or

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
        For the transition period from ______ to _______
<TABLE>
<CAPTION>
Commission           Name of Registrant, State of Incorporation,                                 IRS Employer
File Number          Address of Principal Executive Offices and Telephone Number        Identification Number
-----------          ------------------------------------------------------------ --------------------------------------
<S>                           <C>                                                                     <C>
1-9894               ALLIANT ENERGY CORPORATION                                                    39-1380265
                     (a Wisconsin corporation)
                     222 West Washington Avenue
                     Madison, Wisconsin 53703
                     Telephone (608)252-3311

0-4117-1             IES UTILITIES INC.                                                            42-0331370
                     (an Iowa corporation)
                     Alliant Energy Tower
                     Cedar Rapids, Iowa 52401
                     Telephone (319)398-4411

0-337                WISCONSIN POWER AND LIGHT COMPANY                                             39-0714890
                     (a Wisconsin corporation)
                     222 West Washington Avenue
                     Madison, Wisconsin 53703
                     Telephone (608)252-3311


</TABLE>
<TABLE>
<CAPTION>
 Securities registered pursuant to Section 12 (b) of the Act:
                                                                                                             Name of Each
                                            Title of Class                                             Exchange on Which Registered
                                            ---------------                                            ----------------------------
<S>                                                       <C>                                                    <C>
Alliant Energy Corporation                  Common Stock, $.01 Par Value                               New York Stock Exchange
Alliant Energy Corporation                  Common Stock Purchase Rights                               New York Stock Exchange
IES Utilities Inc.                          7-7/8% Quarterly Debt Capital Securities                   New York Stock Exchange
                                               (Subordinated Deferrable Interest Debentures)
Wisconsin Power and Light Company           4.50% Preferred Stock, No Par Value                        American Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act:

                                            Title of Class
                                            --------------
IES Utilities Inc.                          4.80% Cumulative Preferred Stock, Par Value $50 per share
Wisconsin Power and Light Company           Preferred Stock (Accumulation without Par Value)
</TABLE>

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 registrant was required to file
such reports) and (2) have been subject to such filing requirements
for the past 90 days.  Yes [X]  No[  ]

<PAGE>

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the registrants'
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [X]

This combined Form 10-K is separately filed by Alliant Energy
Corporation, IES Utilities Inc. and Wisconsin Power and Light
Company.  Information contained in the annual report relating
to Wisconsin Power and Light Company and IES Utilities Inc. is
filed by such registrant on its own behalf.  Each of Wisconsin
Power and Light Company and IES Utilities Inc. makes no
representation as to information relating to registrants other
than itself.

The aggregate market value of the voting and non-voting common
equity held by nonaffiliates as of January 31, 2001:
<TABLE>
<CAPTION>
<S>                                               <C>
Alliant Energy Corporation                        $2.40 billion
IES Utilities Inc.                                $--
Wisconsin Power and Light Company                 $--

Number of shares outstanding of each class of common stock as of January 31, 2001:

Alliant Energy Corporation               Common Stock, $.01 par value, 79,012,014 shares outstanding

IES Utilities Inc.                       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>

               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statements relating to Alliant Energy
Corporation's 2001 Annual Meeting of Shareowners and Wisconsin
Power and Light Company's 2001 Annual Meeting of Shareowners
are, or will be upon filing with the Securities and Exchange
Commission, incorporated by reference into Part III hereof.
      -2-
<PAGE>
<TABLE>
<CAPTION>
                                 TABLE OF CONTENTS

                                                                                                                    Page Number
Part I
<S>               <C>            <C>                                                                                     <C>
                Item 1.        Business                                                                                  6
                Item 2.        Properties                                                                               23
                Item 3.        Legal Proceedings                                                                        26
                Item 4.        Submission of Matters to a Vote of Security Holders                                      26
Part II
                Item 5.        Market for Registrants' Common Equity and Related Stockholder
                                  Matters                                                                               27
                Item 6.        Selected Financial Data                                                                  28
                Item 7.        Management's Discussion and Analysis of Financial Condition and
                                  Results of Operations                                                                 30
                Item 7A.       Quantitative and Qualitative Disclosures About Market Risk                               49
                Item 8.        Financial Statements and Supplementary Data                                              49
                Item 9.        Changes in and Disagreements With Accountants on Accounting and
                                  Financial Disclosure                                                                  122
Part III
                Item 10.       Directors and Executive Officers of the Registrants                                      122
                Item 11.       Executive Compensation                                                                   125
                Item 12.       Security Ownership of Certain Beneficial Owners and Management                           126
                Item 13.       Certain Relationships and Related Transactions                                           126
Part IV
                Item 14.       Exhibits, Financial Statement Schedules and Reports on Form 8-K                          126
                               Signatures                                                                               135


</TABLE>

                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                                             DEFINITIONS

Certain abbreviations or acronyms used in the text and notes of this report are defined below:

Abbreviation or Acronym                              Definition
-----------------------                              -----------------------------------------------------
<S>                                                       <C>
AFUDC                                                Allowance for Funds Used During Construction
Alliant Energy                                       Alliant Energy Corporation
ANR                                                  ANR Pipeline
APB                                                  Accounting Principles Board Opinion
ATC                                                  American Transmission Company, LLC
Btu                                                  British Thermal Unit
Capital Square                                       Capital Square Financial Corporation
Capstone                                             Capstone Turbine Corporation
Cargill                                              Cargill Incorporated
CIPCO                                                Central Iowa Power Cooperative
Corporate Services                                   Alliant Energy Corporate Services, Inc.
DAEC                                                 Duane Arnold Energy Center
DOE                                                  United States Department of Energy
Dth                                                  Dekatherm
EAC                                                  Energy Adjustment Clause
EDS                                                  Electronic Data Systems Corporation
EITF                                                 Emerging Issues Task Force
EPA                                                  United States Environmental Protection Agency
FAC                                                  Fuel Adjustment Clause
FERC                                                 Federal Energy Regulatory Commission
ICC                                                  Illinois Commerce Commission
IES                                                  IES Industries Inc.
IESU                                                 IES Utilities Inc.
International                                        Alliant Energy International, Inc.
Investments                                          Alliant Energy Investments, Inc.
IPC                                                  Interstate Power Company
IRS                                                  Internal Revenue Service
ISCO                                                 Alliant Energy Integrated Services Company
ISO                                                  Independent System Operator
IUB                                                  Iowa Utilities Board
Kewaunee                                             Kewaunee Nuclear Power Plant
KW                                                   Kilowatt
KWh                                                  Kilowatt-Hour
LTEIP                                                Long-Term Equity Incentive Plan
MAIN                                                 Mid-America Interconnected Network, Inc.
MAPP                                                 Mid-Continent Area Power Pool
McLeod                                               McLeodUSA Incorporated
MD&A                                                 Management's Discussion and Analysis of Financial Condition
                                                     and Results of Operations
MG&E                                                 Madison Gas & Electric Company
MGP                                                  Manufactured Gas Plants
MPUC                                                 Minnesota Public Utilities Commission

                                      -4-
<PAGE>

Abbreviation or Acronym                              Definition
-----------------------                              -----------------------------------------------------
MW                                                   Megawatt
MWh                                                  Megawatt-Hour
NEIL                                                 Nuclear Electric Insurance Limited
NEPA                                                 National Energy Policy Act of 1992
NERC                                                 North American Electric Reliability Council
NGPL                                                 Natural Gas Pipeline Co. of America
NMC                                                  Nuclear Management Company, LLC
NNG                                                  Northern Natural Gas Company
NOx                                                  Nitrogen Oxides
NRC                                                  Nuclear Regulatory Commission
PGA                                                  Purchased Gas Adjustment
PRP                                                  Potentially Responsible Party
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 133                                             Accounting for Derivative Instruments and Hedging Activities
SkyGen                                               SkyGen Energy LLC
South Beloit                                         South Beloit Water, Gas and Electric Company
STB                                                  U.S. Surface Transportation Board
Transportation                                       Alliant Energy Transportation, Inc.
U.S.                                                 United States
WDNR                                                 Wisconsin Department of Natural Resources
WEPCO                                                Wisconsin Electric Power Company
Whiting                                              Whiting Petroleum Corporation
WNRB                                                 Wisconsin Natural Resources Board
WP&L                                                 Wisconsin Power and Light Company
WPLH                                                 WPL Holdings, Inc.
WPSC                                                 Wisconsin Public Service Corporation
WUHCA                                                Wisconsin Utility Holding Company Act
</TABLE>

                                      -5-
<PAGE>


FORWARD-LOOKING STATEMENTS
Refer to "Forward-Looking Statements" in Item 7. MD&A for
information and disclaimers regarding forward-looking
statements contained in this Annual Report on Form 10-K.

                             PART I

This Annual Report on Form 10-K includes information relating
to Alliant Energy, IESU and WP&L (as well as IPC, Resources and
Corporate Services).  Where appropriate, information relating
to a specific entity has been segregated and labeled as such.

ITEM 1.  BUSINESS

A.    GENERAL
In April 1998, IES, WPLH and IPC completed a merger resulting
in Alliant Energy.  The primary first tier subsidiaries of
Alliant Energy include: IESU, WP&L, IPC, 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.  Alliant Energy was incorporated in Wisconsin in 1981.
Refer to "Utility Industry Outlook" in Item 7. MD&A for
additional information regarding Alliant Energy's utility
subsidiaries.  A brief description of the primary first-tier
subsidiaries of Alliant Energy is as follows:

1)  IESU - incorporated in Iowa in 1925 as Iowa Railway and
Light Corporation.  IESU is a public utility engaged
principally in the generation, transmission, distribution and
sale of electric energy; the purchase, distribution,
transportation and sale of natural gas; and the provision of
steam services in selective markets, in the State of Iowa.  In
Iowa, non-exclusive franchises, which cover the use of streets
and alleys for public utility facilities in incorporated
communities, are granted for a maximum of twenty-five years by
a majority vote of local qualified residents.  At December 31,
2000, IESU supplied electric and gas service to approximately
347,000 and 182,000 customers, respectively.  In 2000, 1999 and
1998, IESU had no single customer for which electric, gas
and/steam sales accounted for 10% or more of IESU's
consolidated revenues.  Refer to Note 17 of IESU's "Notes to
Consolidated Financial Statements" in Item 8. for information
related to a merger agreement between IESU and IPC.

2)  WP&L - incorporated in Wisconsin in 1917 as Eastern
Wisconsin Electric Company, is a public utility engaged
principally in the generation, transmission, distribution and
sale of electric energy; the purchase, distribution,
transportation and sale of natural gas; and the provision of
water services in selective markets.  Nearly all of WP&L's
customers are located in south and central Wisconsin.  WP&L
operates in municipalities pursuant to permits of indefinite
duration which are regulated by Wisconsin law.  At December 31,
2000, WP&L supplied electric and gas service to approximately
414,000 and 165,000 customers, respectively.  WP&L also had
approximately 19,000 water customers.  In 2000, 1999 and 1998,
WP&L had no single customer for which electric, gas and/water
sales accounted for 10% or more of WP&L's consolidated
revenues.  WPL Transco LLC was formed in Wisconsin in 2000 and
is the wholly-owned subsidiary of WP&L which holds the
investment in ATC.  WP&L owns all of the outstanding capital
stock of South Beloit, a public utility supplying electric, gas
and water service, principally in Winnebago County, Illinois,
which was incorporated in 1908.

3)  IPC - incorporated in 1925 under the laws of the State of
Delaware.  IPC is a public utility engaged principally in the
generation, transmission, distribution and sale of electric
energy and the purchase, distribution, transportation and sale
of natural gas in the States of Iowa, Minnesota and Illinois.
At December 31, 2000, IPC provided electric and gas service to
approximately 169,000 and 51,000 customers, respectively.  In
2000, 1999 and 1998, IPC had no single customer for which
electric and/or gas sales accounted for 10% or more of IPC's
consolidated revenues.

4)  RESOURCES - incorporated in 1988 in Wisconsin, the majority
of Alliant Energy's non-regulated investments are organized
under Resources.  Resources' wholly-owned subsidiaries at
December 31, 2000 include ISCO, International, Investments,
Transportation, Capital Square, EUA Cogenex Corporation and
Energy Performance Services, Inc.  Alliant Energy also has a
50% ownership interest in a joint venture, which is managed by
Resources, with Cargill, named Cargill-Alliant LLC.  Resources'

                                      -6-
<PAGE>

businesses include global partnerships to develop energy
generation, delivery and infrastructure in growing
international markets and domestic businesses including oil and
gas operations, energy trading partnerships, energy and
environmental services, transportation services and affordable
housing companies.

5)  CORPORATE SERVICES - subsidiary formed to provide
administrative services to Alliant Energy and its subsidiaries
as required under PUHCA.

Refer to Note 13 of the "Notes to Consolidated Financial
Statements" in Item 8. for further discussion of business
segments, which information is incorporated herein by
reference.

B.    INFORMATION RELATING TO ALLIANT ENERGY ON A CONSOLIDATED
   BASIS

EMPLOYEES
As of December 31, 2000, Alliant Energy had the following
employees (full-time and part-time):
<TABLE>
<CAPTION>
                                                                                                 Percentage
                                                   Number of               Number of            of Workforce
                            Number of           Bargaining Unit            Bargaining            Covered by
                            Employees              Employees               Agreements            Agreements
                          ---------------     ---------------------     -----------------     ------------------
<S>                              <C>                   <C>                      <C>                  <C>
IESU                             1,712                 1,116                    6                    65%
WP&L                             1,555                 1,452                    1                    93%
IPC                                581                   499                    3                    86%
Resources                        2,648                    84                    5                     3%
Corporate Services               1,386                    --                   --                    --
                          ---------------     ---------------------     -----------------
   Alliant Energy Total          7,882                 3,151                   15                    40%
                          ===============     =====================     =================
</TABLE>

All bargaining agreements that expired in 2000 have been
ratified and renewed and no significant bargaining agreements
expire in 2001.

CAPITAL EXPENDITURE AND INVESTMENT AND FINANCING PLANS
Refer to "Liquidity and Capital Resources - Construction and
Acquisition Expenditures" in Item 7. MD&A and Note 11(a) of the
"Notes to Consolidated Financial Statements" in Item 8. for
discussion of anticipated construction and acquisition
expenditures for 2001-2005 and details regarding the financing
of future capital requirements.

Refer to "C. Information Relating to Utility Operations -
Electric Utility Operations - Power Supply" for information
related to IESU's and WP&L's plans for the development of new
electric power generation in Iowa and Wisconsin, respectively.

REGULATION
Alliant Energy operates as a registered public utility holding
company subject to regulation by the SEC under PUHCA.  Alliant
Energy and its subsidiaries are subject to the regulatory
provisions of PUHCA, including provisions relating to the
issuance and sales of securities, acquisitions and sales of
certain utility properties, acquisitions and retention of
interests in non-utility businesses and the services provided
by Corporate Services to Alliant Energy and its subsidiaries.

Alliant Energy is subject to regulation by the PSCW.  The PSCW
regulates, among other things, the type and amount of Alliant
Energy's investments in non-utility businesses.  WP&L is also
subject to regulation by the PSCW as to retail utility rates
and service, accounts, issuance and use of proceeds of
securities, certain additions and extensions to facilities and
in other respects.  WP&L is generally required to file a rate
case with the PSCW every two years based on a forward-looking
test year period.  However, as one of the conditions for
approval of the 1998 merger which formed Alliant Energy, the
PSCW has required, with certain exception, that WP&L freeze for
four years on a post-merger basis retail electric, natural gas
and water rates.  WP&L expects to file a rate case with the
PSCW in the third quarter of 2001.

                                      -7-
<PAGE>

IESU and IPC operate under the jurisdiction of the IUB.  The
IUB has authority to regulate rates and standards of service,
to prescribe accounting requirements and to approve the
location and construction of electric generating facilities
having a capacity in excess of 25,000 KW.  Requests for rate
relief are based on historical test periods, adjusted for
certain known and measurable changes.  The IUB must decide on
requests for rate relief within 10 months of the date of the
application for which relief is filed or the interim prices
granted become permanent.  Interim rates, if allowed, are
permitted to become effective, subject to refund, no later than
90 days after the rate increase application is filed.
Notwithstanding this process, IESU and IPC agreed to a
four-year price cap effective with the merger as part of the
merger approval process.

IPC is also subject to regulation by the MPUC.  Requests for
rate relief can be based on either historical or projected
data.  The MPUC must reach a final decision within 10 months.
Interim rates are permitted.  The MPUC also has jurisdiction to
approve IPC's capital structure on an annual basis.

In addition, IPC and South Beloit are subject to regulation by
the ICC for retail utility rates and service, accounts,
issuance and use of proceeds of securities, certain additions
and extensions to facilities and in other respects.  Requests
for rate relief must be decided within 11 months.

FERC has jurisdiction under the Federal Power Act over certain
of the electric utility facilities and operations, wholesale
rates and accounting practices of IESU, WP&L and IPC, and in
certain other respects.  In addition, certain natural gas
facilities and operations of the companies are subject to the
jurisdiction of FERC under the Natural Gas Act.

With respect to environmental matters, the EPA administers
certain federal statutes and has delegated the administration
of other environmental initiatives to the applicable state
environmental agencies.  In addition, the state agencies have
jurisdiction over air and water quality standards associated
with fossil fuel fired electric generation and the level and
flow of water, safety and other matters pertaining to
hydroelectric generation.

WP&L and IESU are indirectly and directly subject to the
jurisdiction of the NRC, with respect to Kewaunee and DAEC,
respectively, and to the jurisdiction of the DOE with respect
to the disposal of nuclear fuel and other radioactive wastes
from Kewaunee and DAEC.

Refer to "Utility Industry Outlook" in Item 7. MD&A for
additional information regarding regulation and utility rate
matters.

C.    INFORMATION RELATING TO UTILITY OPERATIONS
Alliant Energy realized 53%, 41%, 4% and 2% of its 2000
electric utility revenues in Iowa, Wisconsin, Minnesota and
Illinois, respectively.  Approximately 89% of the electric
revenues were regulated by the respective state commissions
while the other 11% were regulated by FERC.  Alliant Energy
realized 56%, 38%, 3% and 3% of its 2000 gas utility revenues
in Iowa, Wisconsin, Minnesota and Illinois, respectively.

IESU realized 100% of its 2000 electric and gas utility retail
revenues in Iowa.  Approximately 95% of the 2000 electric
revenues were regulated by the IUB while the other 5% were
regulated by FERC.  WP&L realized 98% of its 2000 electric
utility revenues in Wisconsin and 2% in Illinois.
Approximately 83% of the 2000 electric revenues were regulated
by the PSCW or the ICC while the other 17% were regulated by
FERC.  WP&L realized 96% of its 2000 gas utility revenues in
Wisconsin and 4% in Illinois.  IPC realized 73%, 21% and 6% of
its 2000 electric utility revenues in Iowa, Minnesota and
Illinois, respectively.  Approximately 91% of the 2000 electric
revenues were regulated by the respective state commissions
while the other 9% were regulated by FERC.  IPC realized 66%,
25% and 9% of its 2000 gas utility revenues in Iowa, Minnesota
and Illinois, respectively.

ELECTRIC UTILITY OPERATIONS
General - As of December 31, 2000, Alliant Energy's utility
subsidiaries provided electricity to approximately 930,000
retail customers in approximately 1,359 communities in Iowa,
southern and central Wisconsin, northern and northwestern
Illinois and southern Minnesota.  The approximate number of
electric retail customers, communities and wholesale customers
served for each of the individual utilities at December 31,
2000 was as follows:

                                      -8-
<PAGE>

         Retail      Communities     Wholesale
         Customers     Served        Customers
         ----------  ------------  --------------
IESU      347,000         525            5
WP&L      414,000         600           28
IPC       169,000         234            9

2000 electric utility operations accounted for 74%, 80% and 85%
of operating revenues and 92%, 90% and 94% of operating income
for IESU, WP&L and IPC, respectively.

Electric sales are seasonal to some extent with the annual peak
normally occurring in the summer months.  In 2000, the maximum
peak hour demands for IESU, WP&L and IPC were 2,067 MW on
August 31, 2000; 2,508 MW on August 31, 2000; and 996 MW on
August 14, 2000, respectively.  In 2000, the maximum peak hour
demand for Alliant Energy was 5,397 MW on August 31, 2000,
which was the coincident peak of the entire Alliant Energy
system.

IESU maintains and operates transmission and substation
facilities connecting with its high voltage transmission
systems pursuant to a non-cancelable operation agreement (the
Operating Agreement) with CIPCO.  The Operating Agreement,
which will terminate on December 31, 2035, provides for the
joint use of certain transmission facilities of IESU and
CIPCO.  Alliant Energy has transmission interconnections at
various locations with twelve other transmission owning
utilities in the Midwest.  These interconnections enhance the
overall reliability of the Alliant Energy transmission system
and provide access to multiple sources of economic and
emergency power and energy.

In May 2000, IESU and IPC transferred their regional
reliability memberships from the MAPP reliability
region to the MAIN region.  Because WP&L was already a member
of MAIN, this transfer provided Alliant Energy additional
operating flexibility and eliminated duplicate reporting
requirements.  MAIN is one of the ten regional members of
NERC.  Each regional member of NERC is responsible for
maintaining reliability in its area through coordination of
planning and operations.

Refer to "Utility Industry Outlook" in Item 7. MD&A for
additional information regarding Alliant Energy's transmission
business.  Refer to Item 2. Properties for additional
information regarding electric facilities.

Fuel - Refer to the Electric Operating Information tables for
details on the sources of electric energy for Alliant Energy,
IESU and WP&L from 1996 to 2000. The average cost of fuel per
million Btu's used for electric generation was as follows:
<TABLE>
<CAPTION>
                         Nuclear           Coal          All Fuels
                      ---------------  --------------  ---------------
      <S>       <C>        <C>              <C>            <C>
       IESU  - 2000       $0.594           $0.925         $0.953
             - 1999        0.581            0.899          0.914
             - 1998        0.605            0.885          0.887

       WP&L  - 2000        0.424            1.152          1.115
             - 1999        0.431            1.144          1.034
             - 1998        0.450            1.171          1.085

       IPC   - 2000        N/A              1.062          1.146
             - 1999        N/A              1.273          1.320
             - 1998        N/A              1.287          1.344
</TABLE>

Coal - Corporate Services, as an agent of IESU, WP&L and IPC,
has negotiated several agreements with different suppliers to
ensure that a specified supply of coal is available at known
prices for the respective utilities for calendar years 2001,
2002, and 2003.  These contracts, in combination with existing
agreements, provide for a portfolio of coal supplies that cover
approximately 95%, 36% and 30% of the three utilities'
estimated coal supply needs for the years 2001 through 2003,
respectively.  Management believes this portfolio of coal
supplies represents a reasonable balance between the risks of
insufficient supplies and those associated with larger open
positions subject to price volatility in the coal markets.
Remaining coal requirements will be met from either future
contracts or purchases in the spot market.

The majority of the coal utilized by the utility subsidiaries
is from the Wyoming Powder River Basin.  A majority of this

                                      -9-
<PAGE>
coal is transported by rail-car directly from Wyoming to the
utility subsidiaries' generating facilities, with the remainder
transported from Wyoming to the Mississippi River by rail-car
and then via barges to the final destination.  As protection
against interruptions in coal deliveries, the utility
subsidiaries maintain average coal inventories at their
generating stations of 20 to 40 days for stations with
year-round deliveries and 20 to 150 days (depending upon time
of the year) for stations with seasonal deliveries.

Average fossil fuel costs are expected to increase in the
future due to price/rate adjustment provisions in existing coal
and transportation contracts and recent coal market trends.
Price adjustment provisions in existing coal contracts are
primarily based on changes in various indices (e.g. U.S.
Department of Labor Statistics Producer Price Indices and
Consumer Price Indices).  Other factors which impact coal price
adjustment provisions are mine labor agreements and, if
enacted, changes in various laws and regulations.  Rate
adjustment provisions in transportation contracts are primarily
based on changes in the Rail Cost Adjustment Factor as
published by the STB (refer to "Utility Industry Outlook -
Rates and Regulatory Matters" in Item 7. MD&A for information
regarding a case with the STB).  In addition, fuel sulfur
restrictions and other environmental limitations have increased
significantly and will likely further increase the difficulty
and cost of obtaining adequate coal supplies.  Refer to the
"Notes to Consolidated Financial Statements" in Item 8. for
discussion of the utilities' rate recovery of fuel costs (Note
1(j)) and for details relating to coal purchase commitments
(Note 11(b)).

Purchased Power - During 2000, approximately 18%, 29% and 29%
of IESU's, WP&L's and IPC's total MWh requirements,
respectively, were met through purchased power.  Refer to Note
11(b) of the "Notes to Consolidated Financial Statements" in
Item 8. for details relating to purchased power and
transmission commitments.

Nuclear - Alliant Energy owns interests in two nuclear
facilities, Kewaunee and DAEC.  Kewaunee, a 532 MW (net
capacity) pressurized water reactor plant, is operated by the
NMC under contract to WPSC and is jointly owned by WPSC
(41.2%), WP&L (41.0%) and MG&E (17.8%).  In September 1998,
WPSC and MG&E finalized an arrangement in which WPSC will
acquire MG&E's 17.8% share of Kewaunee.  This agreement, the
closing of which is contingent upon regulatory approval and the
steam generator replacement in the fall of 2001, will give WPSC
59.0% ownership in Kewaunee.  After the change in ownership,
WPSC and WP&L will be responsible for the decommissioning of
the plant.  WPSC and WP&L are discussing revisions to the joint
power supply agreement which will govern operation of the plant
after the ownership change takes place.  The Kewaunee operating
license expires in 2013.  DAEC, a 535 MW (net capacity) boiling
water reactor plant, is operated by the NMC under contract to
IESU which has a 70% ownership interest in the plant.  The DAEC
operating license expires in 2014.  The operations of the NMC
are described in greater detail below.

As co-owners of nuclear generating units, IESU and WP&L are
subject to the jurisdiction of the NRC.  The NRC has broad
supervisory and regulatory jurisdiction over the construction
and operation of nuclear reactors, particularly with regard to
public health, safety and environmental considerations.  The
operation and design of nuclear power plants is under constant
review by the NRC.  IESU's and WP&L's anticipated
nuclear-related construction expenditures for 2001-2005 are
approximately $54 million and $29 million, respectively.  Refer
to "Utility Industry Outlook - Rates and Regulatory Matters" in
Item 7. MD&A for additional information regarding the
operations of Kewaunee.

In April 1998, the PSCW approved WPSC's application for
replacement of the two steam generators at Kewaunee.  The total
cost of replacing the steam generators will be approximately
$120 million, with WP&L's share of the cost being approximately
$49 million.  Due to delays in the manufacture of the new steam
generators, the replacement work originally planned for the
spring of 2000 is now scheduled for the fall of 2001 and will
take approximately 60 days.  The remaining life of Kewaunee, of
which WP&L is a co-owner, is based on the PSCW approved revised
end-of-life of 2010.

In 1999, Alliant Energy, Northern States Power Company, WPSC
and WEPCO announced the formation of and their investment in a
jointly-owned subsidiary, the NMC, the purpose of which was to
consolidate operation of the nuclear plants owned by their
utility subsidiaries and to provide similar capability for
other nuclear plant operators and owners.  Consolidation of

                                      -10-
<PAGE>
operation is expected to sustain long-term safety, optimize
reliability and improve the operational performance of the
nuclear generating plants.  Alliant Energy, through its
subsidiary, Alliant Energy Nuclear LLC, initially had a 25%
ownership interest in the NMC.  This ownership interest has
been reduced to 20% with the recent addition of CMS Energy
Corporation as an additional investor in the NMC.  Combined,
the NMC member utility subsidiaries operated seven nuclear
generating units at five sites.  The original four NMC members
and their utility subsidiaries have received the required state
and federal regulatory approvals for operation of their
respective nuclear plants by the NMC.  This transfer of
operating responsibility was effective August 2000.  The
utilities continue to own their plants, are entitled to energy
generated at the plants and retain the financial obligations
for the safe operation, maintenance and decommissioning of the
plants.  All non-bargaining employees of IESU and Corporate Services at DAEC
were transferred to the NMC on January 1, 2001.  In 2000, CMS
Energy Corporation announced plans to invest in the NMC in an
equal share to the existing investors and declared its
intention to transfer operating responsibility for the
Palisades Nuclear Plant operated by its utility subsidiary,
Consumers Energy Company, to the NMC upon receipt of regulatory
approvals.

Public liability for nuclear accidents is governed by the
Price-Anderson Amendments Act of 1988, which sets a statutory
limit of $9.5 billion for liability to the public for a single
nuclear power plant incident and requires nuclear power plant
operators to provide financial protection for this amount.  As
required, IESU provides this financial protection for a nuclear
incident at DAEC through a combination of liability insurance
($200 million) and industry-wide retrospective payment plans
($9.3 billion).  Under the industry-wide plan, each operating
licensed nuclear reactor in the U.S. is subject to an
assessment in the event of a nuclear incident at any nuclear
plant in the U.S.  The owners of DAEC could be assessed a
maximum of $88.1 million per nuclear incident, with a maximum
of $10 million per incident per year (of which IESU's 70%
ownership portion would be approximately $61.7 million and $7
million, respectively) if losses relating to the incident
exceeded $200 million.  These limits are subject to adjustments
for changes in the number of participants and inflation in
future years.  Similarly, WP&L, as a 41% owner of Kewaunee, is
subject to an overall assessment of approximately $36.1 million
per incident, not to exceed $4.1 million payable in any given
year.

IESU and WP&L are members of NEIL, which provides $1.9 billion
of insurance coverage for IESU and $1.8 billion for WP&L on
certain property losses for property damage, decontamination
and premature decommissioning.  The proceeds from such
insurance, however, must first be used for reactor
stabilization and site decontamination before they can be used
for plant repair and premature decommissioning.  NEIL also
provides separate coverage for additional expenses incurred
during certain outages.  Owners of nuclear generating stations
insured through NEIL are subject to retroactive premium
adjustments if losses exceed accumulated reserve funds.  NEIL's
accumulated reserve funds are currently sufficient to more than
cover its exposure in the event of a single incident under the
primary and excess property damage or additional expense
coverages.  However, IESU could be assessed annually a maximum
of $1.5 million for NEIL primary property, $2.8 million for
NEIL excess property and $1.2 million for NEIL additional
expenses if losses exceed the accumulated reserve funds.  WP&L
could be assessed annually a maximum of $1.1 million for NEIL
primary property, $1.6 million for NEIL excess property and
$0.4 million for NEIL additional expense coverage.  IESU and
WP&L are not currently aware of any losses that they believe
are likely to result in an assessment.

In the unlikely event of a catastrophic loss at Kewaunee or
DAEC, the amount of insurance available may not be adequate to
cover property damage, decontamination and premature
decommissioning.  Uninsured losses, to the extent not recovered
through rates, would be borne by WP&L or IESU, as the case may
be, and could have a material adverse effect on those entities'
financial condition and results of operations.

The Nuclear Waste Policy Act of 1982 assigned responsibility to
the DOE to establish a facility for the ultimate disposition of
high level waste and spent nuclear fuel and authorized the DOE
to enter into contracts with parties for the disposal of such
material beginning in January 1998, in exchange for payments by
contract holders.  IESU and WP&L entered into such contracts
and have made the agreed payments to the Nuclear Waste Fund
held by the U.S. Treasury.  The companies were subsequently

                                      -11-
<PAGE>
notified by the DOE that it was not able to begin acceptance of
spent nuclear fuel by the January 31, 1998 deadline.
Furthermore, the DOE has experienced significant delays in its
efforts and material acceptance is now expected to occur no
earlier than 2010 with the possibility of further delay being
likely.  Alliant Energy continues to monitor and evaluate its
options for recovery of damages due to the DOE's delay in
accepting spent nuclear fuel.

The Nuclear Waste Policy Act of 1982 also assigned
responsibility for interim storage of spent nuclear fuel to
generators of such spent nuclear fuel, such as IESU and WP&L.
In accordance with this responsibility, IESU and WP&L have been
and will continue storing spent nuclear fuel on site at DAEC
and Kewaunee, respectively, since plant operations began and
until removal of all spent nuclear fuel by the DOE to its
permanent repository occurs.  Interim storage activities at
reactor sites, regardless of DOE delays, will extend after
final reactor shutdown.  Planning has begun for construction of
a dry cask storage facility by IESU at DAEC to provide
assurance that both the operating and post-shutdown storage
needs are satisfied.  With minor modifications planned for
2001, Kewaunee would have sufficient fuel storage capacity to
store all of the fuel it will generate through the end of the
NRC license life in 2013, however, no decisions have been made
concerning post-shutdown storage needs.

The Low-Level Radioactive Waste Policy Amendments Act of 1985
mandates that each state must take responsibility for the
storage of low-level radioactive waste produced within its
borders.  The States of Iowa and Wisconsin are members of the
six-state Midwest Interstate Low-Level Radioactive Waste
Compact (Compact) which is responsible for development of any
new disposal capability within the Compact member states.  In
1997, the Compact commissioners voted to discontinue work on a
proposed waste disposal facility in the State of Ohio because
the expected cost of such a facility was comparably higher than
other options currently available.  Dwindling waste volumes due
to increased operational efficiencies at nuclear facilities and
continued access to existing disposal facilities were also
reasons cited for the decision.  Disposal facilities located
near Barnwell, South Carolina and Clive, Utah continue to
accept the low-level waste and IESU and WP&L currently ship the
waste each produces to such sites, thereby minimizing the
amount of low-level waste stored on-site.  Given technological
advances, waste compaction and the reduction in the amount of
waste generated, DAEC and Kewaunee each have on-site storage
capability sufficient to store low-level waste expected to be
generated over at least the next ten years.  While Alliant
Energy is unable to predict how long these facilities will
continue to accept its waste, continuing access to these
facilities expands Alliant Energy's on-site storage capability
indefinitely.

WPSC purchases uranium concentrates, conversion services,
enrichment services, and fabrication services for nuclear fuel
assemblies at Kewaunee.  New fuel assemblies replace used
assemblies that are removed from the reactor every 18 months
and placed in storage at the plant site pending removal by the
DOE.  Uranium concentrates, conversion services, and enrichment
services are purchased at spot market prices, through a bid
process, or using existing contracts.  Conversion services are
complete for nuclear fuel reloads in 2001 and 2003.  A fixed
quantity of enrichment services are contracted through the year
2004.  Additional enrichment services will be acquired under an
existing contract or by purchases on the spot market.  Fuel
fabrication services are contracted well into the next decade.
WPSC's uranium inventory policy requires that sufficient
inventory exist for up to two reactor reloads of fuel.  As of
December 31, 2000, approximately 884,000 pounds of yellowcake
(a processed form of uranium ore) or its equivalent were held
in inventory for the plant.

A contract for enrichment services and enriched uranium product
for DAEC with the U.S. Enrichment Corporation is effective
through September 2001 and has been extended through the next
delivery date, which is expected to be November 2002.
Fabrication of the nuclear fuel is being performed by General
Electric Company for fuel through the 2011 refueling of DAEC.
IESU believes that an ample supply of uranium and enrichment
services will be available in the future and intends to
purchase such uranium and enrichment services as necessary on
the spot market and/or via medium length (less than five years)
contracts to supplement its current contracts and meet its
generation requirements.

Additional discussions of various other nuclear issues relating
to Kewaunee and DAEC are included in Notes 1, 3, 9, 10, 11(f)
and 12 of the "Notes to Consolidated Financial Statements" in Item 8.

                                      -12-
<PAGE>

Power Supply - Wisconsin enacted electric reliability
legislation in 1998 (Wisconsin Reliability Act) with the goal
of assuring reliable electric energy for Wisconsin.  The law
allows the construction of merchant power plants in the state
and streamlines the regulatory approval process for building
new generation and transmission facilities.  As a requirement
of the legislation, the PSCW completed a regional transmission
constraint study.  The PSCW is authorized to order construction
of new transmission facilities, based on the findings of its
constraint study, through December 31, 2004.  WP&L notes that
it may take time for new transmission and power plant projects
to be approved and built in Wisconsin.

In July 1998, Alliant Energy and SkyGen announced an agreement
whereby SkyGen would build, own and operate a 450 MW power
plant in Wisconsin.  Under the agreement, Alliant Energy will
purchase the capacity to meet the electric needs of its utility
customers, as outlined by the Wisconsin Reliability Act.  A
December 2000 Wisconsin Supreme Court ruling, which upheld
earlier PSCW and WDNR decisions, ends any potential legal
challenges to this SkyGen project.  The project is on target to
be in service by June 2001.

In December 2000, WP&L and SkyGen announced an agreement
whereby SkyGen would build, own and operate a 600 MW natural
gas fired power plant in Wisconsin at WP&L's Rock River plant.
WP&L has entered into a purchased power agreement for 453 MW of
the new plant's output.  The plant is scheduled to be on-line
by the summer of 2003.  The construction of the facility is
expected to assist WP&L in meeting its growing demands for
electricity, to place a greater reliance on internal generation
versus purchased power and to help WP&L maintain the required
18% reserve margin in Wisconsin.

Alliant Energy expects the implementation of deregulation in
its retail service territories will likely be delayed due to
recent events related to California's restructured electric
utility industry.  While Illinois is preparing to make retail
choice available to residential customers in 2002,
participation in Alliant Energy's Illinois service territories
is expected to be minimal.

Iowa regulators are considering a bill to encourage
construction of new generating facilities in Iowa and reduce
the risk to utilities in contracting for power.  Regulators in
Minnesota are considering a bill to ensure adequate generation
and transmission facilities.  In Wisconsin, the PSCW hired a
consultant to perform a market power analysis for Wisconsin and
the Upper Peninsula of Michigan electric markets as part of the
requirements of Reliability 2000 legislation.  In December
2000, the PSCW issued a report indicating that the study
"provides a useful starting point for the analysis of potential
horizontal market power problems in Wisconsin."  The PSCW
agreed that complete and immediate wholesale and retail
deregulation as simulated in the study is not in the public
interest, especially in light of the developments in
California.  The PSCW also agreed that more transmission is
needed and contracts between generators and customers may be an
effective form of market power mitigation and that horizontal
market power issues are a complex subject that will require
further study before actions to mitigate market power are
considered.

In March 2001, Alliant Energy's subsidiaries announced their interest
in developing new electric power generation capacity in Iowa and Wisconsin.
In Iowa, IESU announced a willingness to develop up to 1,200 MW of new
electric power generation over the next 10 years. In Wisconsin, WP&L filed
plans with the PSCW to develop up to 800 MW of new electric power generation
over the next 10 years.  The Wisconsin plans include the addition of 500
MW of coal-fired and 100 MW of natural gas-fired generation by
2006 and an additional 200 MW of combined-cycle gas generation
by 2011. Both the Iowa and Wisconsin proposals are subject to various
conditions, including the receipt of applicable regulatory approval. At the
present time, Alliant Energy's subsidiaries have not determined the expected
costs or the associated financing of these proposals.

                                      -13-
<PAGE>

While Alliant Energy currently expects to meet utility customer
demands in 2001, unanticipated reliability issues could still
arise in the event of unexpected power plant outages,
transmission system outages or extended periods of extremely
hot weather.

Refer to "Utility Industry Outlook - Rates and Regulatory
Matters" in Item 7. MD&A for information on an IUB fuel
investigation.

Electric Environmental Matters - Alliant Energy is regulated in
environmental matters by a number of federal, state and local
agencies.  Such regulations are the result of a number of
environmental laws passed by the U.S. Congress, state
legislatures and local governments and enforced by federal,
state and local agencies.  The laws impacting Alliant Energy's
operations include, but are not limited to, the Safe Drinking
Water Act; Clean Air Act, as amended by the Clean Air Act
Amendments of 1990; National Environmental Policy Act; Toxic
Substances Control Act; Emergency Planning and Community
Right-to-Know Act; Resource Conservation and Recovery Act;
Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986; Nuclear Waste Policy Act of
1982; Occupational Safety and Health Act; and the National
Energy Policy Act of 1992.  Alliant Energy regularly obtains
federal, state and local permits to assure compliance with the
environmental protection laws and regulations.  Costs
associated with such compliance have increased in recent years
and are expected to increase moderately in the future.

Refer to "Nuclear," "Liquidity and Capital Resources -
Environmental" in Item 7. MD&A and Note 11(e) of the "Notes to
Consolidated Financial Statements" in Item 8. for further
discussion of electric environmental matters.

                                      -14-
<PAGE>
<TABLE>
<CAPTION>
Alliant Energy Corporation

------------------------------------------------------------------------------------------------------------------------------------
Electric Operating Information (Utility Only)           2000             1999             1998            1997             1996
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>             <C>            <C>                <C>
Operating Revenues (000s):
     Residential                                    $567,283           $541,714         $532,676        $521,574         $506,784
     Commercial                                      349,019            329,487          317,704         307,941          296,345
     Industrial                                      501,155            476,140          477,241         455,912          428,726
                                                 -----------------------------------------------------------------------------------
       Total from ultimate customers               1,417,457          1,347,341        1,327,621       1,285,427        1,231,855
     Sales for resale                                173,148            155,801          199,128         192,346          181,365
     Other                                            57,431             45,796           40,693          37,980           27,155
                                                 -----------------------------------------------------------------------------------
       Total                                      $1,648,036         $1,548,938       $1,567,442      $1,515,753       $1,440,375
                                                 ===================================================================================

------------------------------------------------------------------------------------------------------------------------------------
Electric Sales (000s MWh):
     Residential                                       7,161              7,024            6,826           6,851            6,826
     Commercial                                        5,364              5,260            4,943           4,844            4,720
     Industrial                                       13,092             13,036           12,718          12,320           11,666
                                                 -----------------------------------------------------------------------------------
       Total from ultimate customers                  25,617             25,320           24,487          24,015           23,212
     Sales for resale                                  4,906              5,566            7,189           6,768            7,459
     Other                                               174                162              158             161              161
                                                 -----------------------------------------------------------------------------------
       Total                                          30,697             31,048           31,834          30,944           30,832
                                                 ===================================================================================

 -----------------------------------------------------------------------------------------------------------------------------------
Customers (End of Period):
     Residential                                     799,603            790,669          781,127         772,100          762,665
     Commercial                                      123,833            122,509          121,027         119,463          117,846
     Industrial                                        2,773              2,730            2,618           2,555            2,472
     Other                                             3,316              3,282            3,267           3,281            3,207
                                                 -----------------------------------------------------------------------------------
       Total                                         929,525            919,190          908,039         897,399          886,190
                                                 ===================================================================================

 -----------------------------------------------------------------------------------------------------------------------------------
Other Selected Electric Data:
     Maximum peak hour demand (MW) (1)                 5,397             5,233            5,228            5,045            4,953
     Sources of electric energy (000s MWh):
          Coal and gas                                19,139            19,078           19,119           17,423           17,014
          Purchased power                              8,058             8,619           10,033           10,660           10,895
          Nuclear                                      4,675             4,362            4,201            3,874            4,054
          Other                                          427               528              504              565              392
                                                 -----------------------------------------------------------------------------------
            Total                                     32,299            32,587           33,857           32,522           32,355
                                                 ===================================================================================

     Revenue per KWh from ultimate
        customers (cents)                               5.53              5.32             5.42             5.35             5.31
------------------------------------------------------------------------------------------------------------------------------------

(1)  2000 and 1999 data represent the coincident peak of the entire Alliant Energy system.  1998 to 1996 data represent a
       summation of the individual peak demands of IESU, WP&L and IPC thus they do not represent the coincident peak of the
       entire Alliant Energy system.
</TABLE>

                                      -15-
<PAGE>
<TABLE>
<CAPTION>
IES Utilities Inc.

---------------------------------------------------------------------------------------------------------------------------------
Electric Operating Information                        2000             1999             1998            1997             1996
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>              <C>             <C>             <C>
Operating Revenues (000s):
     Residential                                     $236,084         $230,422         $232,662        $227,496         $213,838
     Commercial                                       182,068          176,251          168,672         162,626          153,163
     Industrial                                       188,734          181,740          181,369         177,890          160,477
                                             ------------------------------------------------------------------------------------
       Total from ultimate customers                  606,886          588,413          582,703         568,012          527,478
     Sales for resale                                  31,046           28,479           45,453          25,719           37,384
     Other                                             13,527           11,058           11,267          10,539            9,411
                                             ------------------------------------------------------------------------------------
       Total                                         $651,459         $627,950         $639,423        $604,270         $574,273
                                             ====================================================================================

---------------------------------------------------------------------------------------------------------------------------------
Electric Sales (000s MWh):
     Residential                                        2,742            2,685            2,661           2,682            2,642
     Commercial                                         2,701            2,658            2,465           2,378            2,315
     Industrial                                         5,053            5,072            4,872           4,743            4,436
                                             ------------------------------------------------------------------------------------
       Total from ultimate customers                   10,496           10,415            9,998           9,803            9,393
     Sales for resale                                   1,044            1,392            1,763             794            1,746
     Other                                                 40               40               42              43               46
                                             ------------------------------------------------------------------------------------
       Total                                           11,580           11,847           11,803          10,640           11,185
                                             ===================================================================================

---------------------------------------------------------------------------------------------------------------------------------
Customers (End of Period):
     Residential                                      295,747          293,433          290,348         288,387          286,315
     Commercial                                        50,498           49,952           49,489          48,962           48,593
     Industrial                                           706              715              705             711              703
     Other                                                448              449              479             442              437
                                             ----------------------------------------------------------------------------------
       Total                                          347,399          344,549          341,021         338,502          336,048
                                             ====================================================================================

---------------------------------------------------------------------------------------------------------------------------------
Other Selected Electric Data:
     Maximum peak hour demand (MW)                      2,067            1,990            1,965           1,854            1,833
     Sources of electric energy (000s MWh):
          Coal and gas                                  6,675            6,543            6,417           5,499            4,936
          Purchased power                               2,243            3,104            3,385           2,789            4,177
          Nuclear                                       3,117            2,548            2,682           2,904            2,753
          Other                                           172              226              199             164               44
                                             -----------------------------------------------------------------------------------
            Total                                      12,207           12,421           12,683          11,356           11,910
                                             ===================================================================================

     Revenue per KWh from ultimate
        customers (cents)                                5.78             5.65             5.83            5.79             5.62
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -16-
<PAGE>
<TABLE>
<CAPTION>
Wisconsin Power and Light Company

-----------------------------------------------------------------------------------------------------------------------------------
Electric Operating Information                           2000             1999             1998             1997            1996
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>               <C>           <C>                 <C>
Operating Revenues (000s):
     Residential                                       $229,668         $213,496         $198,770         $199,633        $201,690
     Commercial                                         127,199          116,947          108,724          107,132         105,319
     Industrial                                         190,085          171,118          162,771          152,073         143,734
                                               ------------------------------------------------------------------------------------
       Total from ultimate customers                    546,952          501,561          470,265          458,838         450,743
     Sales for resale                                   115,715          102,751          128,536          160,917         131,836
     Other                                               29,524           22,295           15,903           14,388           6,903
                                               ------------------------------------------------------------------------------------
       Total                                           $692,191         $626,607         $614,704         $634,143        $589,482
                                               ====================================================================================

-----------------------------------------------------------------------------------------------------------------------------------
Electric Sales (000s MWh):
     Residential                                          3,151            3,111            2,964            2,974           2,980
     Commercial                                           2,031            1,980            1,898            1,878           1,814
     Industrial                                           4,688            4,570            4,493            4,256           3,986
                                               ------------------------------------------------------------------------------------
       Total from ultimate customers                      9,870            9,661            9,355            9,108           8,780
     Sales for resale                                     3,228            3,252            4,492            5,824           5,246
     Other                                                   63               54               59               60              57
                                               ------------------------------------------------------------------------------------
       Total                                             13,161           12,967           13,906           14,992          14,083
                                               ====================================================================================

-----------------------------------------------------------------------------------------------------------------------------------
Customers (End of Period):
     Residential                                        362,178          355,691          350,334          343,637         336,933
     Commercial                                          49,350           48,696           47,857           46,823          45,669
     Industrial                                             974              947              909              855             815
     Other                                                1,923            1,893            1,860            1,875           1,820
                                               ------------------------------------------------------------------------------------
       Total                                            414,425          407,227          400,960          393,190         385,237
                                               ====================================================================================

-----------------------------------------------------------------------------------------------------------------------------------
Other Selected Electric Data:
     Maximum peak hour demand (MW)                        2,508            2,397            2,292            2,253           2,124
     Sources of electric energy (000s MWh):
          Coal and gas                                    8,074            8,186            8,916            8,587           8,687
          Purchased power                                 4,017            3,436            3,923            5,744           4,494
          Nuclear                                         1,558            1,814            1,519              970           1,301
          Other                                             248              288              288              355             303
                                               ------------------------------------------------------------------------------------
            Total                                        13,897           13,724           14,646           15,656          14,785
                                               ====================================================================================

     Revenue per KWh from ultimate
             customers (cents)                             5.54             5.19             5.03             5.04            5.13
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -17-
<PAGE>

GAS UTILITY OPERATIONS
As of December 31, 2000, Alliant Energy's utility subsidiaries
provided retail natural gas service to approximately 398,000
customers in approximately 486 communities in Iowa, southern
and central Wisconsin, northern and northwestern Illinois and
southern Minnesota.  The approximate number of customers and
communities served for each of the individual utilities at
December 31, 2000 was as follows:

          Gas        Communities
          Customers     Served
          ---------  -------------
IESU      182,000         212
WP&L      165,000         233
IPC        51,000          41

2000 gas utility operations accounted for 22%, 19% and 15% of
operating revenues and 7%, 9% and 6% of operating income for
IESU, WP&L and IPC, respectively.  These operations include
providing gas services to transportation and retail customers.

In providing gas commodity service to retail customers, Corporate
Services administers a diversified portfolio of transportation
and storage contracts on behalf of each of the three
utilities.  Transportation contracts with NNG, NGPL and ANR
allow access to gas supplies located in the U.S. and Canada.
Non-traditional arrangements provide IESU and WP&L with gas
delivered directly to their service territories.  The maximum
daily delivery capacity of the individual utilities for 2000
was as follows:
<TABLE>
<CAPTION>

                 NNG                  NGPL                   ANR             Non-Traditional              Total
          -----------------     -----------------     ------------------     -------------------     -----------------
<S>         <C>                    <C>                    <C>                     <C>                  <C>
IESU         145,996 Dth           63,014 Dth             61,737 Dth              15,000 Dth           285,747 Dth
WP&L          75,056 Dth               --                146,467 Dth              54,400 Dth           275,923 Dth
IPC           53,595 Dth           29,750 Dth                --                       --                83,345 Dth
</TABLE>

IESU, WP&L and IPC maintain purchase agreements with over 50
suppliers of natural gas from all gas producing regions of the
U.S. and Canada.  The majority of the gas supply contracts are
for terms of six months or less, with the remaining supply
contracts having terms up to two years.  The utilities' gas
supply commitments are index-based.

In addition to sales of natural gas to retail customers, IESU,
WP&L and IPC provide transportation service to commercial and
industrial customers by moving customer-owned gas through
their distribution systems to the customers' meter.
Revenues are collected for this service pursuant to
transportation tariffs.

The gas sales of the utility subsidiaries follow a seasonal
pattern.  There is an annual base load of gas used for cooking,
heating and other purposes, with a large heating peak occurring
during the winter season.  Natural gas obtained from producers,
marketers and brokers, as well as gas in storage, is utilized
to meet the peak heating season requirements.  Storage
contracts allow the utilities to purchase gas in the summer,
store the gas in underground storage fields and deliver it in
the winter.  Gas storage met approximately 24%, 29% and 17% of
IESU's, WP&L's and IPC's annual gas requirements in 2000,
respectively.

Refer to the "Notes to Consolidated Statements" in Item 8. for
discussion of rate recovery mechanisms for natural gas costs
(Note 1(j)) and for discussion of gas commitments (Note
11(b)).

Gas Environmental Matters - Refer to Note 11(e) of the "Notes
to Consolidated Financial Statements" in Item 8. for discussion
of gas environmental matters.


                                      -18-
<PAGE>
<TABLE>
<CAPTION>
Alliant Energy Corporation

-----------------------------------------------------------------------------------------------------------------------------------
Gas Operating Information (Utility Only)                     2000            1999            1998           1997            1996
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>                <C>          <C>           <C>
Operating Revenues (000s):
     Residential                                           $245,697        $185,090       $175,603      $225,542        $216,268
     Commercial                                             127,104          89,118         85,842       115,858         108,187
     Industrial                                              27,752          21,855         20,204        27,393          27,569
     Transportation/other                                    14,395          18,256         13,941        25,114          23,931
                                                    -------------------------------------------------------------------------------
       Total                                               $414,948        $314,319       $295,590      $393,907        $375,955
                                                    ===============================================================================

-----------------------------------------------------------------------------------------------------------------------------------
Gas Sales (000s Dekatherms):
     Residential                                             32,026          30,309         28,378        33,894          37,165
     Commercial                                              19,696          18,349         17,760        21,142          22,613
     Industrial                                               5,350           5,963          5,507         6,217           6,856
     Transportation/other                                    43,931          46,954         52,389        56,719          55,240
                                                    -------------------------------------------------------------------------------
       Total                                                101,003         101,575        104,034       117,972         121,874
                                                    ===============================================================================
-----------------------------------------------------------------------------------------------------------------------------------
Customers at End of Period
  (Excluding Transportation/Other):
     Residential                                           351,990          347,533        342,586      337,956         331,919
     Commercial                                             44,654           44,289         43,825       43,316          42,658
     Industrial                                                953            1,037            982          963           1,022
                                                    -------------------------------------------------------------------------------
       Total                                               397,597          392,859        387,393      382,235         375,599
                                                    ===============================================================================
-----------------------------------------------------------------------------------------------------------------------------------
Other Selected Gas Data:
     Revenue per Dth sold
            (excluding transportation/other)                 $7.02            $5.42          $5.45        $6.02           $5.28
     Purchased gas costs per Dth sold
            (excluding transportation/other)                 $4.88            $3.30          $3.22        $4.23           $3.61
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -19-
<PAGE>
<TABLE>
<CAPTION>
IES Utilities Inc.

----------------------------------------------------------------------------------------------------------------------------------
Gas Operating Information                                   2000            1999           1998            1997           1996
----------------------------------------------------------------------------------------------------------------------------------
Operating Revenues (000s):
<S>                                                        <C>             <C>             <C>           <C>              <C>
     Residential                                           $117,132        $88,302         $86,821       $110,663         $97,708
     Commercial                                              57,671         40,459          39,928         54,383          46,966
     Industrial                                              15,377         11,543          10,422         13,961          12,256
     Transportation/other                                     6,001          5,521           4,108          4,510           3,934
                                                       ---------------------------------------------------------------------------
       Total                                               $196,181       $145,825        $141,279       $183,517        $160,864
                                                       ===========================================================================

----------------------------------------------------------------------------------------------------------------------------------
Gas Sales (000s Dekatherms):
     Residential                                             14,829         13,778          13,803         16,317          17,680
     Commercial                                               8,753          8,077           8,272          9,602          10,323
     Industrial                                               3,063          3,291           3,089          3,318           3,796
     Transportation/other                                    10,061         10,236          11,316         10,321          10,341
                                                       ---------------------------------------------------------------------------
       Total                                                 36,706         35,382          36,480         39,558          42,140
                                                       ===========================================================================

----------------------------------------------------------------------------------------------------------------------------------
Customers at End of Period
  (Excluding Transportation/Other):
     Residential                                            160,357        158,705         157,135        155,859         154,457
     Commercial                                              21,751         21,661          21,530         21,431          21,364
     Industrial                                                 365            383             398            399             417
                                                       ---------------------------------------------------------------------------
       Total                                                182,473        180,749         179,063        177,689         176,238
                                                       ===========================================================================

----------------------------------------------------------------------------------------------------------------------------------
Other Selected Gas Data:
     Revenue per Dth sold
        (excluding transportation/other)                      $7.14          $5.58           $5.45          $6.12           $4.94
     Purchased gas cost per Dth sold
        (excluding transportation/other)                      $5.12          $3.51           $3.36          $4.33           $3.27
----------------------------------------------------------------------------------------------------------------------------------

Wisconsin Power and Light Company

----------------------------------------------------------------------------------------------------------------------------------
Gas Operating Information                                     2000            1999           1998            1997           1996
----------------------------------------------------------------------------------------------------------------------------------
Operating Revenues (000s):
     Residential                                            $96,204        $69,662         $65,173        $84,513         $90,382
     Commercial                                              54,512         35,570          33,898         45,456          46,703
     Industrial                                               8,581          6,077           5,896          8,378          11,410
     Transportation/other                                     5,855          9,461           6,770         17,536          17,132
                                                       --------------------------------------------------------------------------
       Total                                               $165,152       $120,770        $111,737       $155,883        $165,627
                                                       ===========================================================================

----------------------------------------------------------------------------------------------------------------------------------
Gas Sales (000s Dekatherms):
     Residential                                             12,769         12,070          10,936         12,770          14,297
     Commercial                                               8,595          7,771           7,285          8,592           9,167
     Industrial                                               1,476          1,520           1,422          1,714           1,997
     Transportation/other                                    13,680         13,237          12,948         17,595          18,567
                                                       ---------------------------------------------------------------------------
       Total                                                 36,520         34,598          32,591         40,671          44,028
                                                       ===========================================================================

----------------------------------------------------------------------------------------------------------------------------------
Customers at End of Period
  (Excluding Transportation/Other):
     Residential                                            146,690        144,015         141,065        137,827         133,580
     Commercial                                              17,583         17,380          17,058         16,653          16,083
     Industrial                                                 513            576             506            488             529
                                                       ---------------------------------------------------------------------------
       Total                                                164,786        161,971         158,629        154,968         150,192
                                                       ===========================================================================

----------------------------------------------------------------------------------------------------------------------------------
Other Selected Gas Data:
     Revenue per Dth sold
        (excluding transportation/other)                      $6.97          $5.21           $5.34          $6.00           $5.83
     Purchased gas cost per Dth sold
        (excluding transportation/other)                      $4.69          $3.00           $3.13          $4.30           $4.12
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -20-
<PAGE>
D. INFORMATION RELATING TO NON-REGULATED OPERATIONS

Resources manages its wholly-owned subsidiaries and additional
investments through five distinct platforms: Integrated
Services, International, Investments, Mass Marketing and
Trading.

Integrated Services - offers a wide range of energy and
environmental services for businesses across the U.S.  From
on-site generation and waste-water treatment to energy
management and indoor air quality, ISCO helps clients increase
the productivity, profitability and efficiency of their
operations.  Alliant Energy Integrated Services Company, which
changed its name from Alliant Energy Industrial Services, Inc.
in early 2001, is executing its growth strategy as a
full-service, national energy-services company.  The new name
reflects the breadth of services the group of companies
provides as well as the strength of the partnerships it seeks
to build with customers.  In December 2000, Resources acquired
EUA Cogenex Corporation and Energy Performance Services, Inc.
These two companies are being merged with ISCO's wholly-owned
subsidiary Industrial Energy Applications, Inc. to form a new
company, Cogenex, to provide business customers with on-site
energy services.  In December 2000, Resources also invested in
and developed a strategic partnership with Enermetrix.com,
Inc., an Internet-based energy-procurement retailer for
commercial and industrial customers, adding to the portfolio of
services that ISCO provides.  In addition to these recent
acquisitions, ISCO is also a holding company for Heartland
Energy Group, Inc. (HEG), RMT, Inc. (RMT) and Alliant Energy
Integrated Services Company - Energy Solutions L.L.C. (Energy
Solutions).  HEG offers commodities-based energy services
primarily related to supplying natural gas and owns several
natural gas and oil gathering systems in Texas.  RMT is a
Madison, Wisconsin based environmental and engineering
consulting company that serves clients nationwide in a variety
of industrial market segments.  RMT specializes in consulting
on solid and hazardous waste management, ground water quality
protection, industrial design and hygiene engineering, and air
and water pollution control.  Energy Solutions provides energy
consulting services to commercial and industrial customers.

International - has invested in energy generation and
distribution companies and projects in developing markets
throughout the world.  Currently, International has utility
operations in Brazil, New Zealand, Australia and China and an
investment in debentures of a development project in Mexico.
International has focused on these locations because of its
belief that they offer a growing demand for energy and are
receptive to foreign investment.  International also has
developed partnerships with other entities who have intimate
knowledge of each local market's business trends and customs.
International's subsidiaries include Alliant Energy Holdings do
Brasil Ltda. (Brasil), Alliant International New Zealand
Limited (New Zealand), Alliant Energy Australia Pty. Ltd.
(Australia), Grandelight Holding Ltd. (Grandelight), Interstate
Energy Corporation Pte Ltd. (IECP), Alliant Energy Renewable
Resources Ltd. (AERR) and Alliant Energy de Mexico L.L.C.
(Mexico).  Brasil has non-controlling equity investments in
several Brazilian utility entities.  New Zealand holds a
non-controlling equity investment in TrustPower Ltd., a New
Zealand utility entity.  Australia holds a non-controlling
equity investment in Southern Hydro Partnership, a
hydroelectric generation company in Australia.  Grandelight
holds an investment in Peak Pacific Investment Company Ltd.
(Peak Pacific).  Peak Pacific has been formed to develop
investment opportunities in generation infrastructure projects
in China.  IECP holds a non-controlling equity investment in
two individual cogeneration facilities in China.  AERR has been
formed for the purpose of investing in international renewable
resource projects.  Mexico is organized to provide
utility-related services to a resort community in Mexico, of
which International has an investment in debentures.  (Although
Mexico is a wholly-owned subsidiary of International, Mexico is
managed by ISCO.)  Refer to Note 9 of Alliant Energy's "Notes
to Consolidated Financial Statements" in Item 8. for additional
information related to Alliant Energy's investments in foreign
entities.

Investments - invests in businesses supporting Alliant Energy's strategic focus.
Investments is a holding company whose primary wholly-owned subsidiaries include
Heartland Properties, Inc. (HPI) and Iowa Land and Building Company (Iowa Land).
HPI  is  responsible  for  performing  asset  management  and  facilitating  the
development  and  financing  of high  quality,  affordable  housing  in  Alliant
Energy's  utility  service  territory.  Investments  and HPI  have an  ownership
interest  in  approximately   80  such   properties.   Capital  Square  provides
mortgage-banking  services to facilitate HPI's development and financing efforts
in the affordable  housing market.  Iowa Land is organized to pursue real estate
and economic development activities in

                                      -21-
<PAGE>

IESU's service territory.  Investments also has direct and
indirect equity interests in various real estate ventures,
primarily concentrated in Cedar Rapids, and holds other passive
investments including an equity interest in McLeod.  Refer to
Note 9 of Alliant Energy's "Notes to Consolidated Financial
Statements" in Item 8. for further discussion of the McLeod
investment.  Investments also manages other wholly-owned
subsidiaries of Resources including Whiting and
Transportation.  Whiting is organized to purchase, develop and
produce crude oil and natural gas.  Transportation is a holding
company whose wholly-owned subsidiaries include the Cedar
Rapids and Iowa City Railway Company (CRANDIC), Williams Bulk
Transfer Inc. (Williams) and Transfer Services, Inc.
(Transfer).  CRANDIC is a short-line railway that renders
freight service between Cedar Rapids and Iowa City.  Williams'
and Transfer's operations include transloading and storage
services.  Transportation also has a 75% equity investment in
IEI Barge Services, Inc. (Barge) which provides barge terminal
and hauling service on the Mississippi River.

In 2000, Resources also invested in distributed resources by
purchasing equity interests in Capstone and a venture capital
fund specializing in emerging energy-technology companies
called Nth Power Technologies Fund II, LP.  While complementing
Alliant Energy's successful core utility operations, these
value-producing ventures allow Alliant Energy to stay on the
cutting edge of energy industry technology.

Mass Marketing - focused on developing and marketing
energy-related products and services that enhance customers'
comfort, security and lifestyles.  Key programs include a
home-appliance-repair protection plan, as well as
home-protection and energy-efficiency products.  In 2000, this
division expanded its catalog business by opening an on-line
storefront full of energy-smart products designed to help keep
Alliant Energy's customers safe, warm and comfortable
(powerhousecatalog.com).  In addition, an investment in
SmartEnergy, Inc., an Internet-based company that sells power
to residential customers in deregulated states, positions
Alliant Energy to deliver value from the evolving retail energy
market.

Trading - Resources and international commodity trader Cargill
are partners in the joint venture Cargill-Alliant, L.L.C.
(Cargill-Alliant), an energy-trading company.  In an
increasingly volatile market, this growing endeavor helps
utilities, municipalities, cooperative wholesale customers and
large retail customers in competitive markets reduce their
electricity costs and better manage their energy risks.
Additionally, Cargill-Alliant connects with another market
segment by providing fuel supply management (coal, oil and
natural gas), plant operations assistance and risk-management
consultation.


                                      -22-
<PAGE>


ITEM 2.  PROPERTIES

WP&L
WP&L's principal electric generating stations at December 31,
2000, were as follows:

<TABLE>
<CAPTION>


                         Name and Location                       Primary Fuel                   2000 Summer Capability
                            of Station                               Type                            in Kilowatts
------------------------------------------------------------   -----------------     ----------------------------------------------
<S>                                                                <C>                         <C>                     <C>
    Kewaunee Nuclear Power Plant, Kewaunee, WI                 Nuclear                                            207,050    (1)

    Nelson Dewey Generating Station, Cassville, WI             Coal                         227,470
    Edgewater Generating Station #3, Sheboygan, WI             Coal                          76,000
    Edgewater Generating Station #4, Sheboygan, WI             Coal                         231,880   (2)
    Edgewater Generating Station #5, Sheboygan, WI             Coal                         306,000   (3)
    Columbia Energy Center, Portage, WI                        Coal                         489,720   (4)
                                                                                     ----------------
          Total Coal                                                                                            1,331,070

    Blackhawk Generating Station, Beloit, WI                   Gas                           57,500
    Rock River Generating Station, Beloit, WI                  Gas                          162,000
    Rock River Combustion Turbine, Beloit, WI                  Gas                          159,500
    South Fond du Lac Combustion Turbine
        Units 2 and 3, Fond du Lac, WI                         Gas                          167,640
    Sheepskin Combustion Turbine, Edgerton, WI                 Gas                           37,000
                                                                                     ----------------
          Total Gas                                                                                               583,640

    Kilbourn Hydro Plant, Wisconsin Dells, WI                  Hydro                          9,000
    Prairie du Sac Hydro Plant, Prairie du Sac, WI             Hydro                         30,000
    Petenwell/Castle Rock Hydro Plants,
        Wisconsin Rapids, WI                                   Hydro                         13,300   (5)
                                                                                     ----------------
          Total Hydro                                                                                              52,300
                                                                                                            ----------------

         Total generating capability                                                                            2,174,060
                                                                                                            ================

</TABLE>

All  KWs  shown  below  represent  the  2000  summer   generating
capability.

      (1)  Represents WP&L's 41% ownership interest in this
           505,000 KW generating station, which is operated by
           WPSC.
      (2)  Represents WP&L's 68.2% ownership interest in this
           340,000 KW generating unit, which is operated by WP&L.
      (3)  Represents WP&L's 75% ownership interest in this
           408,000 KW generating unit, which is operated by WP&L.
      (4)  Represents WP&L's 46.2% ownership interest in this
           1,060,000 KW generating station, which is operated by
           WP&L.
      (5)  Represents WP&L's 33.3% ownership interest in
           this 40,000 KW hydro plant, which is operated by
           Wisconsin River Power Company.

WP&L owns 2,699 miles of electric transmission lines and 279
substations located adjacent to the communities served, of
which substantially all are in Wisconsin.  Substantially all of
WP&L's facilities are subject to the lien of its First Mortgage
Bond indenture and are suitable for their intended use.  Refer
to "Utility Industry Outlook" in Item 7. MD&A for information
related to WP&L's investment in ATC.

                                      -23-
<PAGE>

IESU
IESU's  principal  electric  generating  stations at December 31,
2000, were as follows:
<TABLE>
<CAPTION>


                         Name and Location                                 Primary Fuel             2000 Summer Capability
                            of Station                                         Type                      in Kilowatts
--------------------------------------------------------------------     ----------------- ----------------------------------------

<S>                                                                       <C>                   <C>                   <C>
    Duane Arnold Energy Center, Palo, Iowa                               Nuclear                                      364,000    (1)

    Ottumwa Generating Station, Ottumwa, Iowa                            Coal                   324,000   (2)
    Prairie Creek Station, Cedar Rapids, Iowa                            Coal                   212,500
    Sutherland Station, Marshalltown, Iowa                               Coal                   137,000
    Sixth Street Station, Cedar Rapids, Iowa                             Coal                    65,000
    Burlington Generating Station, Burlington, Iowa                      Coal                   214,870
    George Neal Unit 3, Sioux City, Iowa                                 Coal                   144,200   (3)
                                                                                           --------------
          Total Coal                                                                                                1,097,570

    Peaking Turbines, Marshalltown, Iowa                                 Oil                    216,400
    Centerville Combustion Turbines, Centerville, Iowa                   Oil                     62,000
    Diesel Stations, all in Iowa                                         Oil                      8,300
                                                                                           --------------
          Total Oil                                                                                                   286,700

    Grinnell Station, Grinnell, Iowa                                     Gas                     30,000
    Agency Street Combustion Turbines,
        West Burlington, Iowa                                            Gas                     76,700
    Burlington Combustion Turbines, Burlington, Iowa                     Gas                     68,000
    Red Cedar Combustion Turbine, Cedar Rapids, IA                       Gas                     22,700
                                                                                           --------------
          Total Gas                                                                                                   197,400
                                                                                                                ----------------

         Total generating capability                                                                                1,945,670
                                                                                                                ================
</TABLE>

All  KWs  shown  below  represent  the  2000  summer   generating
capability.

      (1)  Represents IESU's 70% ownership interest in this
           520,000 KW generating station, which is operated by
           IESU.
      (2)  Represents IESU's 48% ownership interest in this
           675,000 KW generating station, which is operated by
           IESU.
      (3)  Represents IESU's 28% ownership interest in this
           515,000 KW generating station, which is operated by
           MidAmerican Energy Company.

IESU owns 4,448 miles of electric transmission lines and 577
substations, substantially all located in Iowa.  IESU's
principal properties are suitable for their intended use and
are held subject to liens of indentures relating to its bonds.

                                      -24-
<PAGE>

IPC
IPC's principal electric generating stations at December 31,
2000, were as follows:
<TABLE>
<CAPTION>


                              Name and Location                      Primary Fuel                  2000 Summer Capability
                                 of Station                              Type                           in Kilowatts
---------------------------------------------------------------    -----------------      -----------------------------------------
        <S>                                                       <C>                             <C>                 <C>
    Dubuque Units 2, 3 and 4, Dubuque, IA                          Coal                           81,500
    M. L. Kapp Plant Units 1 and 2, Clinton, IA                    Coal                          254,900
    Lansing Units 1, 2, 3 and 4, Lansing, IA                       Coal                          323,000
    George Neal Unit 4, Sioux City, IA                             Coal                          141,900  (1)
    Louisa Unit 1, Louisa, IA                                      Coal                           28,400  (2)
                                                                                          ---------------
          Total Coal                                                                                                   829,700

    Fox Lake Plant Units 1, 2 and 3, Sherburn, MN                  Gas                                                 113,500

    Montgomery Combustion Turbine Unit 1, Montgomery, MN           Oil                            22,200
    Fox Lake Plant Combustion Turbine Unit 4, Sherburn, MN         Oil                            21,300
    Lime Creek Plant Combustion Turbine
        Units 1 and 2, Mason City, IA                              Oil                            70,400
    Dubuque Diesel Units 1 and 2, Dubuque, IA                      Oil                             4,600
    Hills Diesel Units 1 and 2, Hills, MN                          Oil                             4,000
    Lansing Diesel Units 1 and 2, Lansing, IA                      Oil                             2,000
                                                                                          ---------------
          Total Oil                                                                                                    124,500
                                                                                                                 ---------------

         Total generating capability                                                                                 1,067,700
                                                                                                                 ==============
</TABLE>

All  KWs  shown  below  represent  the  2000  summer   generating
capability.

      (1)  Represents IPC's 21.5% ownership interest in this
           660,000 KW generating station, which is operated by
           MidAmerican Energy Company.
      (2)  Represents IPC's 4% ownership interest in this
           710,000 KW generating station, which is operated by
           MidAmerican Energy Company.

IPC owns 2,600 miles of electric transmission lines and 222
substations located in Iowa, Illinois and Minnesota.
Substantially all of IPC's facilities are subject to the lien
of its bond indenture securing IPC's outstanding First Mortgage
Bonds and are suitable for their intended use.

Resources
Resources' principal properties as of December 31, 2000 were as
follows:

    Whiting - owns oil and gas properties in 19 states within
    the U.S.  Proven developed reserves were 14.9 million
    barrels of oil and 134.4 million Dths of gas.
    Investments, including HPI - provides affordable housing in
    the Midwest and has a majority ownership in approximately 80
    properties with a December 31, 2000 net book value of
    approximately $125 million and has a consolidated real
    estate venture with approximately 236,000 square feet of
    office space in Cedar Rapids, Iowa with a December 31, 2000
    net book value of approximately $13 million.
    Peak Pacific - owns six combined heat and power plants
    located in China.
    IEA - offers standby generation, cogeneration, steam
    production and propane air systems.
    HEG (IEA at December 31, 2000) - owns an interest in natural
    gas gathering systems and an oil gathering system which had
    200 miles and 198 miles, respectively, of pipeline in Texas.
    CRANDIC - has 112 railroad track miles all located within
    Iowa.

                                      -25-
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS
Alliant Energy
In an effort to grow and expand as a Wisconsin-based company,
Alliant Energy and WP&L filed a federal lawsuit in October 2000,
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.  Alliant Energy and WP&L were seeking only
declaratory relief and not damages in the litigation.  In
February 2001, the lawsuit was dismissed based on lack of
allegations of "injury in fact."  Alliant Energy and WP&L have
filed a motion for reconsideration with the court, which is
currently pending.

In July 1999, the PSCW found that Alliant Energy was in
violation of the PSCW's merger order because after Alliant
Energy exercised its right to withdraw from the Midwest ISO, it
had no proposal on file with the PSCW either to be in an ISO or
to spin off its transmission assets (Alliant Energy has
subsequently rejoined the Midwest ISO).  The PSCW deferred
consideration of any remedies.  Both Alliant Energy and the
intervenors in the proceeding had appealed the PSCW's decision
to the Dane County Circuit Court.  The Court consolidated the
appeals into one proceeding and subsequently remanded the
proceeding back to the PSCW on the grounds that the PSCW's
order was not final.  The PSCW has not taken any further action
in this matter since the remand.

Alliant Energy received an adverse ruling in 1999 from a U.S.
district court judge dealing with an income tax refund claim
Alliant Energy filed relating to capital losses disallowed
under audit by the IRS.  The district court judge also
disallowed certain related deductions allowed by the IRS as an
offset against a tax refund due to Alliant Energy.  Alliant
Energy has appealed the district court's ruling and such appeal
is pending.  The IRS has appealed the decision which led to the
tax refund due to Alliant Energy and this appeal is also
pending.  Alliant Energy believes the resolution of these
issues will not have a material adverse impact on its financial
condition or results of operations.

IESU
IESU and IPC have 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 involve
assessments for the years 1994 through 1998 and seek reduction
of the assessments reflecting the true value of the operating
property of the companies.  At the present time, IESU and IPC
cannot predict what impact, if any, the appeals process will
have on their financial condition or results of operations.

WP&L
In the second quarter of 1999, WP&L received a demand for
arbitration from MG&E pursuant to the terms of joint plant
operating agreements between the parties regarding issues of
ownership and operation of the Columbia Energy Center.  In
March 2001, an arbitration panel issued its decision upholding
WP&L's position that the plant was well-operated and maintained
and in compliance with the terms of the joint plant operating
agreements.

Refer to "Liquidity and Capital Resources - Environmental" in
Item 7. MD&A for information related to an EPA investigation
regarding WP&L's major coal-fired generating units in Wisconsin.

Environmental Matters
The information required by Item 3 with regards to
environmental matters is included in "C. Information Relating
to Utility Operations - Electric Utility Operations - Nuclear"
in Item 1. Business, "Liquidity and Capital Resources -
Environmental" in Item 7. MD&A and Note 11(e) of the "Notes to
Consolidated Financial Statements" in Item 8., which
information is incorporated herein by reference.

Rate Matters
The information required by Item 3 with regards to rate matters
is included in "Utility Industry Outlook - Rates and Regulatory
Matters" in Item 7. MD&A, which information is incorporated
herein by reference.

                                      -26-
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

EXECUTIVE OFFICERS OF THE REGISTRANTS
-------------------------------------
Information relating to the executive officers of Alliant
Energy, IESU and WP&L is included in Item 10. Directors and
Executive Officers of the Registrants.

                             PART II

ITEM 5.  MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Alliant Energy's common stock trades on the New York Stock
Exchange under the symbol "LNT."  Quarterly sales price ranges
and dividends with respect to Alliant Energy's common stock
were as follows:

<TABLE>
<CAPTION>
                                         2000                                                      1999
                 -----------------------------------------------------    --------------------------------------------------------
 Quarter             High                Low              Dividend             High                Low               Dividend
<S>                  <C>                  <C>              <C>                  <C>                  <C>                 <C>
 First               $37 3/4            $26 7/16            $0.50              $32 3/8             $26 3/8              $0.50
 Second               31 7/8             25 3/4              0.50               30 7/8              26 1/2               0.50
 Third                31 1/4             26 1/8              0.50               30 1/16             26 3/4               0.50
 Fourth               32 1/8             28 5/8              0.50               28 13/16            25 3/16              0.50
                 -------------     -----------------    --------------    ---------------     --------------     -----------------
   Year              $37 3/4            $25 3/4             $2.00              $32 3/8             $25 3/16             $2.00
                 =============     =================    ==============    ===============     ==============     =================
</TABLE>

Stock closing price at December 31, 2000:  $31 7/8

Although Alliant Energy's practice has been to pay common stock
dividends quarterly, the timing of payment and amount of future
dividends are necessarily dependent upon earnings, financial
requirements and other factors.

At December 31, 2000, there were approximately 60,883 holders
of record of Alliant Energy's stock including underlying
holders in Alliant Energy's Shareowner Direct Plan.

Alliant Energy is the sole common shareowner of all 13,370,788
shares of IESU Common Stock currently outstanding.  During 2000,
1999 and 1998, IESU declared dividends on its common stock of $59
million, $88 million and $19 million, respectively, to its
parent.  No dividend payments were made in the last three
quarters of 1998 due to merger-related tax considerations.  As a
result, the dividend payment in the first quarter of 1999 was
larger than IESU's historical quarterly payment.  Under certain
circumstances, IESU has the right under terms of its debentures
to extend interest payments for periods not to exceed 20
consecutive quarters.  It is IESU's current intent not to
exercise such right.  In the event IESU did exercise this right,
it would limit IESU's ability to pay dividends, among other
things.

Alliant Energy is the sole common shareowner of all 13,236,601
shares of WP&L common stock currently outstanding.  WP&L did
not declare common stock dividends during 2000 due to
management of its capital structure.  During 1999 and 1998,
WP&L paid dividends on its common stock of $58 million each
year to its parent.  WP&L's common stock dividends are
restricted to the extent that such dividends would reduce the
common stock equity ratio to less than 25%.  Under rate order
UR-110, the PSCW ordered that it must approve the payment of
dividends by WP&L to Alliant Energy that are in excess of the
level forecasted in the rate order ($58.3 million), if such
dividends would reduce WP&L's average common equity ratio below
52.00% of total capitalization.  The dividends paid by WP&L to
Alliant Energy since the rate order was issued have not
exceeded the level forecasted in the rate order.

Alliant Energy's utility subsidiaries each have common stock
dividend restrictions based on their respective bond indentures
and articles of incorporation.  Each utility has restrictions
on the payment of common stock dividends that are commonly
found with preferred stock.  In addition, IESU's and IPC's
ability to pay common stock dividends is restricted based on
requirements associated with sinking funds.

                                      -27-
<PAGE>
<TABLE>
<CAPTION>
ITEM 6.  SELECTED FINANCIAL DATA

Alliant Energy Corporation

------------------------------------------------------------------------------------------------------------------------------------
Financial Information                                         2000 (1)        1999 (2)       1998 (3)         1997           1996
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>          <C>              <C>           <C>
                                                                       (Dollars in thousands except for per share data)
Income Statement Data:
     Operating revenues (4)                                  $2,404,984     $2,127,973     $2,130,874     $2,300,627     $2,232,840
     Operating expenses (4)                                   2,023,928      1,751,438      1,847,572      1,964,244      1,867,401
     Operating income                                           381,056        376,535        283,302        336,383        365,439
     Income before discontinued operations
          and cumulative effect of a change
          in accounting principle, net of tax                   381,954        196,581         96,675        144,578        157,088
     Discontinued operations, net of tax                           --             --             --             --           (1,297)
     Cumulative effect of a change in accounting
          principle, net of tax                                  16,708           --             --             --             --
     Net income                                                 398,662        196,581         96,675        144,578        155,791
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Data:
     Weighted average common shares outstanding
           - basic (000s)                                        79,003         78,352         76,912         76,210         75,481
     Weighted average common shares outstanding
           - diluted (000s)                                      79,193         78,395         76,929         76,212         75,484
     Return on average common equity (5)                           19.0%          10.5%           6.0%           9.5%          11.0%
     Per Share Data:
          Earnings per average common share - basic:
               Income before discontinued operations and
                    cumulative effect of a change in
                    accounting principle                          $4.84          $2.51          $1.26          $1.90          $2.08
               Discontinued operations                               --             --             --             --         ($0.02)
               Cumulative effect of a change in accounting
                    principle                                     $0.21             --             --             --             --
               Net income                                         $5.05          $2.51          $1.26          $1.90          $2.06
          Earnings per average common share - diluted:
               Income before discontinued operations and
                    cumulative effect of a change in
                    accounting principle                          $4.82          $2.51          $1.26          $1.90          $2.08
               Discontinued operations                             --             --             --             --           ($0.02)
               Cumulative effect of a change in
                    accounting principle                          $0.21           --             --             --             --
               Net income                                         $5.03          $2.51          $1.26          $1.90          $2.06
          Dividends declared per common share                     $2.00          $2.00          $2.00          $2.00          $1.97
          Book value at year-end (5)                             $25.79         $27.29         $20.69         $21.24         $18.91
          Market value at year-end                               $31.88         $27.50         $32.25         $33.13         $28.13
------------------------------------------------------------------------------------------------------------------------------------
Other Selected Financial Data:
     Construction and acquisition expenditures               $1,066,464       $478,573       $372,058       $328,040       $412,274
     Total assets at year-end (5)                            $6,733,766     $6,075,683     $4,959,337     $4,923,550     $4,639,826
     Long-term obligations, net                              $2,128,496     $1,660,558     $1,713,649     $1,604,305     $1,444,355
     Times interest earned before income taxes (6)                4.61X          3.38X          2.25X          2.90X          3.38X
     Capitalization Ratios:
          Common equity (5)                                         50%            57%            49%            51%            52%
          Preferred stock                                            3%             3%             4%             3%             4%
          Long-term debt, excluding current portion                 47%            40%            47%            46%            44%
                                                         --------------------------------------------------------------------------
               Total                                               100%           100%           100%           100%           100%
                                                         ==========================================================================

-----------------------------------------------------------------------------------------------------------------------------------

(1)  Includes $204 million ($2.58 per diluted share) of non-cash income related to Alliant Energy's adoption of SFAS 133 on
        July 1, 2000 and $16 million ($0.20 per diluted share) of net income from gains on sales of McLeod stock in 2000.
(2)  Includes $25 million ($0.32 per diluted share) of net income from gains on sales of McLeod stock in 1999.
(3)  The 1998 financial results reflect the recording of $54 million of pre-tax merger-related charges.
(4)  The 1999 results have been reclassified on a basis consistent with current year presentation; such reclassifications had no
       impact on operating income or net income.
(5)  In the third quarter of 1997, Alliant Energy began adjusting the carrying value of its investments in McLeod to its estimated
       fair value, pursuant to the applicable accounting rules.  At December 31, 2000, 1999, 1998 and 1997, the adjustment reflected
       an unrealized gain of approximately $543 million, $1.1 billion, $291 million and $299 million, respectively, with a net of
       tax increase to common equity of $317 million, $640 million, $170 million and $175 million, respectively.
(6)  Represents income before income taxes plus preferred dividend requirements of subsidiaries plus interest expense divided by
       interest expense.

</TABLE>

                                      -28-
<PAGE>
<TABLE>
<CAPTION>

IESU                                                                        Year Ended December 31,
------
                                                2000                1999                1998              1997               1996
                                          ------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                           <C>                 <C>                <C>                <C>               <C>
Operating revenues                            $876,006            $800,696           $806,930           $813,978          $754,979
Earnings available for common stock             73,509              65,532             60,996             57,879            62,815
Cash dividends declared on common stock         58,633              87,951             18,840             56,000            44,000
Total assets                                 1,819,306           1,755,808          1,788,978          1,768,929         1,765,044
Long-term obligations, net                     597,167             641,559            677,804            688,719           560,199

The 1998 financial results reflect the recording of $17 million of pre-tax merger-related charges.

WP&L                                                                        Year Ended December 31,
-----
                                                2000               1999                1998              1997               1996
                                         -------------------------------------------------------------------------------------------
                                                                             (in thousands)

Operating revenues                           $862,381           $752,505            $731,448          $794,717          $759,275
Earnings available for common stock            68,126             67,520              32,264            67,924            79,175
Cash dividends declared on common stock            --             58,353              58,341            58,343            66,087
Total assets                                1,857,024          1,766,135           1,685,150         1,664,604         1,677,814
Long-term obligations, net                    569,309            471,648             471,554           420,414           370,634

The 1998 financial results reflect the recording of $17 million of pre-tax merger-related charges.
</TABLE>

                                      -29-
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

                   FORWARD-LOOKING STATEMENTS

Statements contained in this report (including MD&A) 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; general
economic conditions in the utility subsidiaries' service
territories; federal, state and international regulatory or
government actions, including issues associated with the
deregulation of the domestic utility industry and the setting
of rates and recovery of costs; unanticipated construction and
acquisition expenditures; issues related to stranded costs and
the recovery thereof; unanticipated issues related to the
supply of purchased electricity and price thereof; unexpected
issues related to the operations of Alliant Energy's nuclear
facilities; unanticipated costs associated with certain
environmental remediation efforts being undertaken by Alliant
Energy; Alliant Energy's ability to successfully implement its
growth strategy, including the acquisition and operation of
foreign companies; unanticipated developments that adversely
impact Alliant Energy's strategy to grow its non-regulated
businesses; material changes in the value of Alliant Energy's
investments in McLeod and Capstone; technological developments;
employee workforce factors, including changes in key
executives, collective bargaining agreements or work stoppages;
political, legal, economic and exchange rate conditions in
foreign countries Alliant Energy has investments in; and
changes in the rate of inflation.

                    UTILITY INDUSTRY OUTLOOK

Overview  - As a public  utility  holding  company  with  significant
--------
utility assets,  Alliant Energy competes in an ever-changing  utility  industry.
Electric energy  generation,  transmission  and  distribution are in a period of
fundamental  change  resulting  from  legislative,   regulatory,   economic  and
technological   changes.  These  changes  impact  competition  in  the  electric
wholesale  and retail  markets as  customers  of  electric  utilities  are being
offered  alternative  suppliers.  Such  competitive  pressures  could  result in
electric utilities losing customers and incurring  stranded costs (i.e.,  assets
and other costs rendered  unrecoverable  as the result of  competitive  pricing)
which would be borne by security holders if the costs cannot be
recovered from customers.

Alliant  Energy's utility  subsidiaries  are currently  subject to regulation by
FERC,  and state  regulation in Iowa,  Wisconsin,  Minnesota and Illinois.  FERC
regulates competition in the electric wholesale power generation market and each
state regulates whether to permit retail  competition,  the terms of such retail
competition  and  the  recovery  of any  portion  of  stranded  costs  that  are
ultimately  determined to have resulted from retail competition.  Alliant Energy
cannot predict the timing of a restructured  electric  industry or the impact on
its  financial  condition or results of  operations  but does believe it is well
positioned  to compete in a deregulated  competitive  market.  Although  Alliant
Energy ultimately  believes that the electric industry will be deregulated,  the
pace of deregulation in its retail electric  service  territories will likely be
delayed  due to recent  events  related to  California's  restructured  electric
utility industry.

In 1999, Wisconsin enacted "Reliability 2000" legislation which included,  among
other  items,  the  formation  of a  Wisconsin  transmission  company  (American
Transmission  Company, or ATC) for those Wisconsin utility holding companies who
elected to take  advantage of the modified  asset cap law and others who elected
to join. ATC received all necessary regulatory approvals and began operations on
January 1, 2001.  WP&L,  including South Beloit,  transferred  its  transmission
assets  (approximate  net book value of $177 million) to ATC on January 1, 2001.
WP&L will receive cash of $88 million in 2001 and  currently  has an $89 million
equity  investment in ATC,  resulting in no gain or loss for WP&L. WP&L does not
expect  this  transfer  to  result  in a  significant  impact  on its  financial
condition or results of  operations  because it believes FERC will allow WP&L to
earn a return on the  contributed  assets  comparable  to the  return  currently
allowed by the PSCW and FERC.  In  addition  to  transferring  its  transmission
assets, WP&L also transferred  ownership of its System Operations Center to ATC.
WP&L's ownership percentage

                                      -30-
<PAGE>

in ATC is approximately 26 percent and its investment is accounted for under the
equity method.  Although no assurance can be given, it is currently  anticipated
that ATC's  dividend  policy will support a return of a  significant  portion of
these  earnings to the equity  holders.  ATC is expected to realize its revenues
from the provision of transmission  services to both participants in ATC as well
as  nonparticipants.  ATC's  current  rates are subject to refund  pending final
approval by FERC. ATC is a transmission-owning member of the Midwest ISO and the
MAIN Regional  Reliability Council. At this time, the decision has been made not
to contribute IESU's and IPC's transmission assets to ATC.

In March 2001, Alliant Energy announced discussions with several other utilities
related to the viability of developing an independent  transmission  company for
various Midwest  utilities not included in ATC. The present  schedule is to make
the  necessary  filings  with FERC and the various  states by  mid-2001,  with a
possible  operational date of late 2002 or early 2003. Alliant Energy is working
with Xcel Energy, Inc.,  MidAmerican  Energy  Holdings  Company, Nebraska Public
Power District and Omaha Public Power District.

WP&L's transfer of its transmission assets to ATC and the
participation of IESU, WP&L and IPC in the Midwest ISO are
expected to comply with the provisions of a FERC order
requiring utilities to turn over voluntarily the operational
control of their transmission systems to a regional entity by
the end of 2001.

Rates and Regulatory Matters - As part of its merger approval,
-----------------------------
FERC accepted a proposal by Alliant Energy's utility
subsidiaries which provides for a four-year freeze on wholesale
electric prices beginning with the effective date of the April
1998 merger forming Alliant Energy.  Each of the utilities also
agreed with their respective state commissions to provide
customers a four-year retail electric and gas price freeze (the
ICC granted IPC and South Beloit a three-year rate freeze),
excluding the electric FAC and PGA clause, which commenced on
the effective date of the April 1998 merger.  In Iowa, the
retail rate freeze excludes price changes due to
government-mandated programs (such as energy efficiency cost
recovery) and unforeseen dramatic changes in operations.  In
Wisconsin, a re-opening of an investigation into WP&L's rates
during the rate freeze period, for both cost increases and
decreases, may occur only for single events that are not
merger-related and have a revenue requirement impact of $4.5
million or more.  Assuming capture of the merger-related
synergies and no significant legislative or regulatory changes
negatively affecting its utility subsidiaries, Alliant Energy
does not expect the merger-related electric and gas price
freezes to have a material adverse effect on its financial
condition or results of operations.

In January 2001, the IUB issued an order requiring IESU and IPC
to file a joint fuel procurement plan in May 2001 for the
purpose of evaluating the reasonableness of the Iowa utilities'
fuel procurement contracts.  While IESU and IPC cannot predict
the outcome of this process, it will result in formal hearings
for IESU and IPC in Iowa.  These hearings may address fuel
procurement practices, changes in the fuel cost recovery
mechanism and contingency actions to ensure reliability for the
Summer of 2001.

In connection with a statewide docket to investigate compliance
issues associated with the EPA's NOx emission reductions, in
March 1999, the PSCW authorized deferral of all incremental NOx
compliance costs excluding internal labor and replacement
purchased-power costs.  In March 2000, the PSCW issued an order
approving WP&L's NOx compliance plans, including additional
investments at several WP&L generating units.  The order also
approved a 10-year straight-line depreciation method for NOx
compliance investments.  Such depreciation is also being
deferred and WP&L anticipates recovery of all deferred NOx
compliance costs beginning with the first rate changes after
the rate freeze expires.  The depreciation lives will be
reviewed every two years.  Refer to "Liquidity and Capital
Resources - Environmental" for further discussion of the NOx
issue.

WP&L's retail electric rates are based in part on forecasted
fuel and purchased-power costs.  Under PSCW rules, WP&L can
seek emergency rate increases if the annual fuel and
purchased-power costs are more than 3 percent higher than the
estimated costs used to establish rates.  If WP&L's earnings
exceed its authorized return on equity, the incremental
revenues collected causing the excessive return are subject to
refund.

                                      -31-
<PAGE>
In December 2000, WP&L requested a $73 million (revised to $64
million) annual retail electric rate increase from the PSCW to
cover increases in WP&L's 2001 fuel and purchased-power costs
due to the continued increases in natural gas prices which
impact WP&L's generation costs and the increased costs of
purchased-power.  The PSCW approved a $46 million interim
retail electric rate increase effective February 9, 2001.  A
decision on a permanent rate increase is expected in the second
quarter of 2001.  The PSCW also granted WP&L annual retail
electric rate increases of $14.8 million, $14.5 million and
$16.5 million in July 1998, March 1999 and May 2000,
respectively, due to higher fuel and purchased-power costs,
some of which have been caused by the transmission constraints
and electric reliability concerns in the Midwest.  WP&L does
not believe any revenues collected to date are subject to
refund.

In November 1999, the PSCW allowed WP&L rate recovery of $6.3
million of its Year 2000 (Y2K) program expenditures, but it
denied rate recovery of the first $4.5 million.  These costs
were expensed in 1999.  The PSCW's decision to allow rate
recovery was appealed by certain intervenors in Dane County,
Wisconsin district court.  In April 2000, the intervenors
withdrew their appeal.  WP&L began recovering such costs in May
2000 and is amortizing the deferred costs as the amounts are
recovered in rates.

In February 2000, the PSCW issued an order allowing WP&L to
defer certain incremental costs it incurred after February 16,
2000 relating to the development of ATC.  In December 2000, the
PSCW issued an order allowing WP&L to defer incremental
operating costs associated with ATC.  Recovery of such costs
will be addressed in WP&L's next retail rate case.

In 2000, the NRC raised several areas of concern with
Kewaunee's operations.  The concerns raised by the NRC are
estimated to result in additional operating costs to WP&L in
2001 of approximately $5 million.  Additional operating costs
to WP&L over the period of 2002 through 2005 are estimated to
be approximately $20 million and will be included in a future
rate request.  WP&L submitted a request to the PSCW for
deferral of incremental costs associated with this issue.  The
NRC has acknowledged the safety record of Kewaunee and its
ability to continue operations.

WP&L is in the process of pursuing a rate complaint against
Union Pacific Railroad with the STB.  WP&L believes Union
Pacific Railroad is charging an excessive rate for transporting
low-sulfur coal from the Powder River Basin to the Edgewater
Generating Station located in Sheboygan, Wisconsin.  To contest
the rate, WP&L filed a rate case with the STB and upon the
expiration of the existing contract, began moving coal under a
tariff rate beginning January 1, 2000.  Final briefs were filed
in December 2000 and the STB has until September 2001 to issue
a final decision.  If the STB rules in WP&L's favor, a refund
to WP&L's customers will need to be considered in conjunction
with the electric FAC in Wisconsin.

Alliant Energy complies with the provisions of SFAS 71,
"Accounting for the Effects of Certain Types of Regulation."
SFAS 71 provides that rate-regulated public utilities record
certain costs and credits allowed in the rate making process in
different periods than for non-regulated entities.  These are
deferred as regulatory assets or accrued as regulatory
liabilities and are recognized in the Consolidated Statements
of Income at the time they are reflected in rates.  If a
portion of the utility's operations no longer complies with
SFAS 71, a write-down of related regulatory assets and possibly
other charges would be required, unless some form of transition
cost recovery is established by the appropriate regulatory body
that meets the requirements under generally accepted accounting
principles for continued accounting as regulatory assets during
such recovery period.  In addition, each utility would be
required to determine any impairment of other assets and
write-down any impaired assets to their fair value.  Alliant
Energy believes its utility subsidiaries currently meet the
requirements of SFAS 71.

              ALLIANT ENERGY RESULTS OF OPERATIONS

Unless otherwise noted, all "per share" references in the
Results of Operations section refer to earnings per diluted
share.
                                      -32-
<PAGE>
Overview - Alliant Energy's earnings for 2000, 1999 and 1998
--------
were as follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                                   2000                 1999                1998
                                                              ----------------     ---------------     ---------------
<S>                                                                <C>                  <C>                  <C>
Net income                                                         $398,662             $196,581             $96,675
Average number of common shares outstanding (diluted)                79,193               78,395              76,929
Earnings per average common share (EPS)                              $5.03                $2.51               $1.26
EPS related to the adoption of SFAS 133                              $2.58                  --                  --
EPS related to gains on sales of McLeod stock                        $0.20                $0.32                 --
EPS related to merger expenses                                         --                   --               ($0.45)
</TABLE>

Alliant Energy's 2000 earnings increase was primarily due to
$204 million of non-cash net income ($2.58 per share) relating
to Alliant Energy's adoption of a new accounting pronouncement,
SFAS 133, on July 1, 2000.  Earnings in 2000 also benefited
from increased earnings at Alliant Energy's non-regulated oil
and gas and electricity trading businesses.  Partially
offsetting these items were higher interest expense to fund
Alliant Energy's strategic growth initiatives, the dilutive
effect of Alliant Energy's January 2000 investment in several
Brazilian utilities and lower gains from certain asset sales in
2000 compared to 1999.  Within the utility business, increased
electric margins were offset by higher operating expenses.

The 2000 utility earnings were $167.8 million ($2.12 per share)
compared to $161.1 million ($2.06 per share) for the same
period in 1999.  The increase resulted primarily from higher
electric and gas margins ($0.28 and $0.03 per share,
respectively) and interest income realized from a tax
settlement at IESU ($0.03 per share).  These items were offset
by increases in operation and maintenance ($0.15 per share),
depreciation and amortization ($0.15 per share) and interest
($0.04 per share) expenses.  Lower taxes also contributed to
the earnings increase in 2000.

Resources reported net income of $236.8 million ($2.99 per
share) in 2000, including $204 million related to the adoption
of SFAS 133.  Excluding the SFAS 133 income, earnings were
$0.41 per share in 2000.  Net income for 1999 was $37.8 million
($0.48 per share).  The decrease in 2000 earnings was due to
lower gains on sales of McLeod stock ($0.12 per share), the
dilutive impact of Alliant Energy's January 2000 investment in
several Brazilian utilities ($0.12 per share), a one-time
charge ($0.03 per share) related to a loss on a contract at
Alliant Energy's integrated services business and lower gains
from asset sales in New Zealand ($0.03 and $0.05 per share in
2000 and 1999, respectively).  These items were partially
offset by significant earnings increases from Alliant Energy's
oil and gas ($0.20 per share) and electricity trading ($0.08
per share) businesses.  Increased interest expense to fund
various other strategic growth initiatives also impacted the
earnings comparison.  The dilutive impact of the Brazil
investment was higher than initially anticipated, largely due
to unexpected regulatory delays in the implementation of tariff
adjustments.  Alliant Energy expects these delays to be
resolved in the first half of 2001 and expects the earnings
from the Brazil investments to be positive in 2001 and
subsequent years.

Alliant Energy's 1999 earnings increase was due to increased
earnings from non-regulated operations of $0.60 per share (of
which $0.32 per share was attributable to sales of McLeod
stock), higher electric and natural gas margins from utility
operations and lower utility operation and maintenance
expenses.  Higher depreciation (excluding hedge losses in
WP&L's nuclear decommissioning trust fund) and interest expenses
partially offset these items.  The 1998 results also included
approximately $54 million of pre-tax merger-related expenses
($0.45 per share).

The 1999 utility earnings were $161.1 million ($2.06 per share)
compared to $109.5 million ($1.42 per share) for 1998.  The
increase in utility earnings resulted primarily from higher
electric and natural gas margins ($0.24 and $0.04 per share,
respectively), lower operation and maintenance expenses ($0.09
per share) and income realized from weather hedges ($0.04 per
share).  Higher depreciation and interest expenses ($0.10 and

                                      -33-
<PAGE>
$0.02 per share, respectively) and a higher effective income
tax rate ($0.02 per share) partially offset these items.  The
1998 utility results included approximately $0.42 per share of
merger-related expenses.

Resources reported net income of $37.8 million ($0.48 per
share) in 1999 compared to a net loss of $8.9 million (($0.12)
per share) for 1998.  The 1999 earnings included gains realized
from several asset sales, including approximately 7 percent of
Alliant Energy's investment in McLeod ($0.32 per share), oil
and gas properties at Whiting ($0.08 per share) and certain New
Zealand electric distribution investments ($0.05 per share).
Earnings from Alliant Energy's electricity trading joint
venture ($0.06 per share), improved operating results from
Whiting ($0.03 per share) and improved earnings from Alliant
Energy's other non-regulated businesses ($0.03 per share) also
contributed to the increased earnings.  The 1998 results for
Resources also included merger-related expenses ($0.03 per
share).

Electric Utility Operations - Electric margins and MWh sales
----------------------------
for Alliant Energy for 2000, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
                                      Revenues and Costs (in thousands)                               MWhs Sold (in thousands)
                        ----------------------------------------------------------- ------------------------------------------------
                          2000           1999         *        1998          **       2000       1999        *        1998     **
                        ------------  ------------- -------  ------------ --------- ---------  ---------- --------  --------- ------
<S>                        <C>            <C>           <C>     <C>             <C>    <C>         <C>         <C>     <C>      <C>
Residential                $567,283       $541,714      5%      $532,676        2%     7,161       7,024       2%      6,826     3%
Commercial                  349,019        329,487      6%       317,704        4%     5,364       5,260       2%      4,943     6%
Industrial                  501,155        476,140      5%       477,241        --    13,092      13,036       --     12,718     3%
                        ------------  -------------          ------------           ---------  ----------           ---------
   Total from ultimate
      customers           1,417,457      1,347,341      5%     1,327,621        1%    25,617      25,320       1%     24,487     3%
Sales for resale            173,148        155,801     11%       199,128     (22%)     4,906       5,566    (12%)      7,189   (23%)
Other                        57,431         45,796     25%        40,693       13%       174         162       7%        158     3%
                        ------------  -------------          ------------           ---------  ----------           ---------
   Total revenues/sales   1,648,036      1,548,938      6%     1,567,442      (1%)    30,697      31,048     (1%)     31,834    (2%)
                                                                                    =========  ==========           =========
Electric production
   fuels expense            271,073        247,136     10%       283,866     (13%)
Purchased power expense     294,818        255,446     15%       255,332       --
                        ------------  -------------          ------------
   Margin                $1,082,145     $1,046,356      3%    $1,028,244       2%
                        ============  =============          ============
</TABLE>
* Reflects the percent change from 1999 to 2000.  ** Reflects
the percent change from 1998 to 1999.

Electric margin increased $35.8 million, or 3 percent, and
$18.1 million, or 2 percent, for 2000 and 1999, respectively.
The 2000 increase was primarily due to increased sales to
retail customers due to continued economic growth in Alliant
Energy's utility subsidiaries' service territories, a favorable
$10 million change in estimate of WP&L's utility services
rendered but unbilled at month-end, increased energy
conservation revenues and increased capacity sales.  These
items were partially offset by higher purchased-power and fuel
expenses and the impact of milder weather conditions
(approximately $12 million) on electric margin in 2000 compared
to 1999.  The 1999 margin also included a favorable $9 million
change in estimate of IESU's and IPC's utility services
rendered but unbilled at month-end in Iowa.

The 1999 increase was primarily due to separate $15 million
annual rate adjustments implemented at WP&L in July 1998 and
March 1999 to recover higher purchased-power and transmission
costs, a favorable $9 million change in estimate of IESU's and
IPC's utility services rendered but unbilled at month-end in
Iowa, increased retail sales of 3 percent due to more favorable
weather conditions in 1999 and economic growth in the service
territory.  Partially offsetting these increases were reduced
recoveries of approximately $14 million in concurrent and
previously deferred expenditures for Iowa-mandated energy
efficiency programs, lower sales to off-system and wholesale
customers, higher purchased-power capacity costs in Iowa and
$3.2 million of revenues collected from WP&L customers in 1998
for a surcharge related to Kewaunee.  The recovery for energy
efficiency programs in Iowa is in accordance with IUB orders (a
portion of these recoveries is offset as they are also
amortized to expense in other operation and maintenance
expense).  The lower sales to off-system and wholesale
customers were primarily due to lower wholesale customer
contractual commitments and transmission constraints.

                                      -34-
<PAGE>
IESU's and IPC's electric tariffs include EACs that are
designed to currently recover the costs of fuel and the energy
portion of purchased-power billings (refer to Note 1(j) of
Alliant Energy's "Notes to Consolidated Financial Statements"
in Item 8. for discussion of the EAC).  Refer to "Utility
Industry Outlook - Rates and Regulatory Matters" for additional
information on the IUB fuel investigation and the December 2000
FAC filing by WP&L.

Gas Utility Operations - Gas margins and Dth sales for Alliant
-----------------------
Energy for 2000, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
                                   Revenues and Costs (in thousands)                               Dths Sold (in thousands)
                        ---------------------------------------------------- -----------------------------------------------------
                              2000        1999        *        1998      **       2000        1999        *       1998         **
                        ------------ -------------------  ----------- ------ -----------  ---------- -------- ---------- ---------
<S>                        <C>          <C>          <C>    <C>          <C>     <C>         <C>          <C>    <C>           <C>
Residential                $245,697     $185,090     33%    $175,603     5%      32,026      30,309       6%     28,378        7%
Commercial                  127,104       89,118     43%      85,842     4%      19,696      18,349       7%     17,760        3%
Industrial                   27,752       21,855     27%      20,204     8%       5,350       5,963    (10%)      5,507        8%
Transportation/other         14,395       18,256   (21%)      13,941    31%      43,931      46,954     (6%)     52,389      (10%)
                        ------------ ------------         -----------        -----------  ----------          ----------
   Total revenues/sales     414,948      314,319     32%     295,590     6%     101,003     101,575     (1%)    104,034       (2%)
                                                                             ===========  ==========          ==========
Cost of utility gas sold    278,734      180,519     54%     166,453     8%
                        ------------ ------------         -----------
   Margin                  $136,214     $133,800      2%    $129,137     4%
                        ============ ============         ===========
</TABLE>

* Reflects the percent change from 1999 to 2000.  ** Reflects
the percent change from 1998 to 1999.

Gas margin increased $2.4 million, or 2 percent, and $4.7
million, or 4 percent, for 2000 and 1999, respectively.  The
2000 increase was largely due to more favorable weather
conditions in the 2000 heating season compared to 1999.  Due to
Alliant Energy's rate recovery mechanisms for gas costs, the
significant increase in Alliant Energy's cost of gas sold
during 2000 had little impact on gas margin.  The 1999 increase
was primarily due to higher retail sales due to customer growth
and more favorable weather conditions in 1999.  The 1999 sales
increase was partially offset by decreased recoveries of $2.6
million of concurrent and previously deferred energy efficiency
expenditures for Iowa-mandated energy efficiency program costs
in accordance with IUB orders (portions of these recoveries
offset as they are also amortized to expense in other operation
and maintenance expense).

IESU's and IPC's gas tariffs include PGA clauses that are
designed to currently recover the cost of utility gas sold
(refer to Note 1(j) of Alliant Energy's "Notes to Consolidated
Financial Statements" in Item 8. for discussion of the PGA).

Non-regulated and Other Revenues - Non-regulated and other
--------------------------------
revenues for 2000, 1999 and 1998 were as follows (in millions):

                        2000      1999      1998
                       --------  --------  -------
ISCO                    $172      $126 *    $127
Oil and gas production    94        63        65
Steam                     30        28        27
Transportation            20        22        22
Other                     26        26        27
                       --------  --------  -------
                        $342      $265      $268
                       ========  ========  =======

* Refer to Note 1(a) of Alliant Energy's "Notes to Consolidated
Financial Statements" in Item 8. for additional information
related to a reclassification.

The 2000 ISCO increase was primarily due to various business
acquisitions in 2000, increased activity in Alliant Energy's
energy marketing business and greater demand for environmental
and engineering services.  Oil and gas production revenues
increased in 2000 primarily due to higher oil and gas prices
(partially offset by hedging) and oil volumes, partially offset
by reduced gas volumes.  The 1999 ISCO revenues decreased due
to reduced activity in the energy marketing business, mostly

                                      -35-
<PAGE>
offset by greater demand for environmental and engineering
services.  Refer to Note 10(a) of Alliant Energy's "Notes to
Consolidated Financial Statements" in Item 8. for discussion of
oil swaps and collars and natural gas swaps at Whiting.

Other  Operating  Expenses  -  Other  operation  and  maintenance
---------------------------
expenses for 2000, 1999 and 1998 were as follows (in millions):

                       2000      1999      1998
                      --------  --------  --------
Utility subsidiaries    $497      $477      $540
ISCO                     158       114 *     118
Oil and gas
  production              37        35        38
Transportation            11        10        10
Other                     32        33        37
                      --------  --------  --------
                        $735      $669      $743
                      ========  ========  ========

* Refer to Note 1(a) of Alliant Energy's "Notes to Consolidated
Financial Statements" in Item 8. for additional information
related to a reclassification.

Other operation and maintenance expenses at the utility
subsidiaries increased $20 million in 2000 primarily due to:

(a)   A planned refueling outage at Kewaunee.
(b)   Higher expenses in the utility subsidiaries' energy
      delivery and generation business units (including $3
      million of one-time fees related to the transfer of the
      Iowa utility businesses from the MAPP reliability region
      to the MAIN region).
(c)   Increases in administrative and general expenses.
(d)   Higher energy conservation expenses.

The 2000 increases were partially offset by expenses incurred
in 1999 relating to Alliant Energy's Y2K program.

Other operation and maintenance expenses at ISCO increased $44
million in 2000 primarily due to increased expenses: at the
energy marketing business; from 2000 business acquisitions; and
at Alliant Energy's environmental and engineering services
business, including a one-time charge of $4 million related to
a loss on a contract.

Other operation and maintenance expenses at the utility
subsidiaries decreased $63 million in 1999 primarily due to the
following factors:

(a)   $34 million of merger-related expenses incurred in 1998,
      which were for employee retirements ($15 million),
      separations ($13 million), relocations ($4 million) and
      other ($2 million).
(b)   Reduced expenses in the energy delivery and generation
      business units.
(c)   Lower energy efficiency expenses of $17 million in Iowa.
(d)   A 1998 write-off of $9 million of certain employee
      benefits-related regulatory assets at IESU, which resulted
      from IESU's 1998 assessment regarding how certain employee
      benefit costs were recovered in the rate making process in
      Iowa.  Based on such review, IESU concluded it could no
      longer meet the required "probable" standard for SFAS 71.
(e)   Reduced insurance-related expenses.
(f)   Lower costs in 1999 due to merger-related operating
      efficiencies.

The 1999 decreases were partially offset by higher expenses for
employee incentive compensation, Alliant Energy's Y2K program,
energy conservation expense at WP&L and employee benefits.

Other operation and maintenance expenses at ISCO decreased $4
million in 1999 primarily due to lower operation expenses in
the energy marketing business, partially offset by increased
demand for environmental and engineering services.

                                      -36-
<PAGE>
Depreciation and amortization expense increased $43.2 million
and decreased $0.4 million in 2000 and 1999, respectively.  The
2000 increase was primarily due to utility property additions
and acquisitions at the non-regulated businesses, increased
earnings in the WP&L nuclear decommissioning trust fund of
approximately $20 million (offset entirely in "Miscellaneous,
net") and increased amortization expenses.  The 1999 decrease
was primarily due to reduced earnings in WP&L's nuclear
decommissioning trust fund, lower depletion expense at Whiting
and the $3.2 million Kewaunee surcharge in 1998 at WP&L
(recorded in depreciation and amortization expense with a
corresponding increase in revenues resulting in no earnings
impact).  These items were largely offset by increases in
depreciation expense due to utility property additions.

Interest Expense and Other - Interest expense increased $37.4
--------------------------
million and $6.9 million in 2000 and 1999, respectively.  The
2000 increase was primarily due to higher non-regulated and
utility borrowings to fund Alliant Energy's strategic growth
initiatives, including Resources' $347 million investment in
several Brazilian electric utilities in January 2000, and
higher interest rates associated with short-term debt
outstanding.  The 1999 interest expense increase was primarily
due to higher utility and non-regulated borrowings and higher
nuclear decommissioning trust fund interest expense at IESU,
which was offset entirely in "Miscellaneous, net."

The accounting for earnings on the nuclear decommissioning
trust funds results in no net income impact.  Miscellaneous,
net income increases for earnings on the nuclear
decommissioning trust funds at both WP&L and IESU.  In
accordance with their respective regulatory requirements, the
corresponding offset is recorded through depreciation expense
at WP&L and interest expense at IESU.

On July 1, 2000, Alliant Energy adopted SFAS 133.  Related to
the adoption, Alliant Energy recorded a $321.3 million gain
related to the designation of a portion of Alliant Energy's
McLeod holdings as "trading securities."  This gain related to
the unrealized appreciation in value of approximately 27
percent of Alliant Energy's McLeod holdings.  Alliant Energy
will reflect in earnings all future changes in the value of the
shares of McLeod stock designated as trading, which is expected
to substantially offset the earnings impact of corresponding
changes in the value of the derivative component of the 30-year
exchangeable senior notes issued by Resources in February 2000.

In 2000, Alliant Energy continued to sell limited shares of its
investment in McLeod to offset its start-up and growth-related
interest expenses and re-deploy such proceeds into strategic
earnings-generating investments.  In 2000, Alliant Energy sold
approximately 1.3 million shares (as adjusted for the 3-for-1
stock split effective April 2000) of its investment in McLeod,
resulting in pre-tax gains of approximately $24 million.  In
1999, Alliant Energy sold approximately 4.3 million shares (as
adjusted for both the 2-for-1 stock split effective July 1999
and the 3-for-1 stock split effective April 2000), or 7 percent
of its investment in McLeod, resulting in pre-tax gains of
approximately $40 million, of which approximately $10 million
was used for start-up expenses.  As of December 31, 2000,
Alliant Energy beneficially owned 56.1 million shares of McLeod
common stock.

Miscellaneous, net income increased $30.3 million and $35.2
million in 2000 and 1999, respectively.  The 2000 increase was
primarily due to a change of $102 million in the value of the
derivative component of Resources' exchangeable senior notes,
increased interest income (including nuclear decommissioning
trust fund earnings and $4 million recognized from a tax
settlement at IESU), increased earnings of $10 million from
Alliant Energy's electricity trading business and improved
operations from other Alliant Energy unconsolidated
non-regulated businesses.  These items were partially offset by
a decrease of $103 million in value of the McLeod trading
securities, a decrease of $4 million in gains from sales of
certain investments at Whiting and New Zealand completed during
both periods and reduced income of $2 million realized from
weather hedges at WP&L.  Refer to Note 10(b) of Alliant
Energy's "Notes to Consolidated Financial Statements" in Item 8.
for discussion of WP&L's weather hedges.

The 1999 increase in miscellaneous, net income was primarily
due to the non-recurrence of $17 million of merger-related
expenses incurred in 1998 for the services of Alliant Energy's
advisors and costs related to Alliant Energy's merger-related

                                      -37-
<PAGE>
name change; gains of $10 million and $6 million realized from
the sales of several oil and gas properties at Whiting and
certain New Zealand electric distribution investments,
respectively; a $7 million increase in pre-tax earnings from
Alliant Energy's electricity trading joint venture; and $5
million of income realized from weather hedges at WP&L.  The
1999 increase in miscellaneous, net income was partially offset
by a decrease of $11 million in earnings in the nuclear
decommissioning trust funds.

Refer to Note 10(a) of Alliant Energy's "Notes to Consolidated
Financial Statements" in Item 8. for additional information
related to the exchangeable senior notes derivative, the McLeod
trading securities and the cumulative effect of a change in
accounting principle.

Income Taxes - The effective income tax rates for Alliant
------------
Energy were 38.1 percent, 37.2 percent and 36.0 percent in
2000, 1999 and 1998, respectively.  Refer to Note 5 of Alliant
Energy's "Notes to Consolidated Financial Statements" in Item
8. for additional information.

                   IESU RESULTS OF OPERATIONS

Overview - IESU's earnings available for common stock increased
---------
$8.0 million and $4.5 million in 2000 and 1999, respectively.
The 2000 increase was primarily due to reduced other operation
and maintenance expenses, higher electric and gas margins and
lower tax expense primarily due to a lower effective income tax
rate.  These items were partially offset by increased
depreciation and amortization expense due to property
additions.  Higher interest income, largely due to a tax
settlement realized in 2000, also contributed to the increase.
The 1999 increase was primarily due to the nonrecurrence of $17 million of
merger-related expenses in 1998, the nonrecurrence of a $9 million regulatory
asset write-off in 1998, an approximate $5 million change in estimate
of IESU's unbilled revenues in 1999 and reduced maintenance
expenses.  Such increases were partially offset by higher
depreciation and amortization expense, increased administrative
and general expenses and a higher effective income tax rate.

Electric Utility Operations - Electric margins and MWh sales
---------------------------
for IESU for 2000, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
                                  Revenues and Costs (in thousands)                              MWhs Sold (in thousands)
                        ---------------------------------------------------------  -------------------------------------------------
                           2000          1999          *         1998        **      2000       1999        *        1998       **
                        ---------- -------------  -------- ------------- --------  -------- ----------  -------- ---------  --------
<S>                      <C>           <C>             <C>     <C>          <C>      <C>        <C>          <C>    <C>          <C>
Residential              $236,084      $230,422        2%      $232,662     (1%)     2,742      2,685        2%     2,661        1%
Commercial                182,068       176,251        3%       168,672       4%     2,701      2,658        2%     2,465        8%
Industrial                188,734       181,740        4%       181,369       --     5,053      5,072        --     4,872        4%
                        ---------- -------------           -------------           -------- ----------           ---------
   Total from ultimate
      customers           606,886       588,413        3%       582,703       1%    10,496     10,415        1%     9,998        4%
Sales for resale           31,046        28,479        9%        45,453    (37%)     1,044      1,392      (25%)    1,763      (21%)
Other                      13,527        11,058       22%        11,267     (2%)        40         40       --         42       (5%)
                        ---------- -------------           -------------           -------- ----------           ---------
   Total revenues/sales   651,459       627,950        4%       639,423     (2%)    11,580     11,847       (2%)   11,803        --
                                                                                   ======== ==========           =========
Electric production
   fuels expense          100,816        80,079       26%        99,362    (19%)
Purchased power
  expense                  83,575        82,402        1%        71,637      15%
                        ---------- -------------           -------------
   Margin                $467,068      $465,469       --       $468,424     (1%)
                        ========== =============           =============
</TABLE>
*   Reflects the % change from 1999 to 2000.  ** Reflects the %
change from 1998 to 1999.

Electric margin increased $1.6 million and decreased $3.0
million, or 1%, for 2000 and 1999, respectively.  The 2000
increase was primarily due to increased sales to retail
customers due to continued economic growth in IESU's service
territory, partially offset by the impact of a 1999 change in
estimate of utility services rendered but unbilled at month-end
of approximately $5 million, milder weather conditions in 2000
compared to 1999 and reduced recoveries of $3.8 million in
concurrent and previously deferred expenditures for
Iowa-mandated energy efficiency programs.  The recovery for
energy efficiency programs in Iowa is in accordance with IUB
orders (a portion of these recoveries is offset as they are
also amortized to expense in other operation and maintenance
expense).

                                      -38-
<PAGE>

The 1999 decrease was primarily due to reduced recoveries of
$4.0 million in concurrent and previously deferred expenditures
for Iowa-mandated energy efficiency programs and increased
purchased-power capacity costs.  Sales for resale decreased
significantly in 1999 primarily due to various resale customers
of IESU selecting another utility as their electricity provider
effective in early 1999.  The loss of such customers has not
had a material impact on IESU's electric margins.  Sales to
retail customers increased primarily due to continued economic
growth in IESU's service territory and more favorable weather
conditions.  The 1999 electric margin also benefited from the
favorable $5 million change in estimate of IESU's utility
services rendered but unbilled at month-end.

IESU's electric tariffs include EAC's that are designed to
currently recover the costs of fuel and the energy portion of
purchased-power billings.  Refer to Note 1(j) of Alliant
Energy's "Notes to Consolidated Financial Statements" in Item 8.
for discussion of the EAC and to "Utility Industry Outlook -
Rates and Regulatory Matters" for information on an IUB fuel
investigation.

Gas Utility  Operations  - Gas margins and Dth sales for IESU for
-----------------------
2000, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
                                  Revenues and Costs (in thousands)                        Dths Sold (in thousands)
                       --------------------------------------------------------  --------------------------------------------------
                          2000        1999        *        1998          **        2000      1999         *        1998       **
                       ------------ ----------  ------  ------------  ---------  --------- ---------  --------- ---------  --------
<S>                        <C>        <C>         <C>       <C>             <C>    <C>       <C>            <C>   <C>          <C>
Residential                $117,132   $88,302     33%       $86,821         2%     14,829    13,778         8%    13,803        --
Commercial                  57,671     40,459     43%        39,928         1%      8,753     8,077         8%     8,272       (2%)
Industrial                  15,377     11,543     33%        10,422        11%      3,063     3,291        (7%)    3,089        7%
Transportation/other         6,001      5,521      9%         4,108        34%     10,061    10,236        (2%)   11,316      (10%)
                       ------------ ----------          ------------             --------- ---------            ---------
   Total revenues/sales    196,181    145,825     35%       141,279         3%     36,706    35,382         4%    36,480       (3%)
                                                                                 ========= =========            =========
Cost of gas sold           136,352     88,308     54%        84,642         4%
                       ------------ ----------          ------------
   Margin                  $59,829    $57,517      4%       $56,637         2%
                       ============ ==========          ============
</TABLE>
*   Reflects the % change from 1999 to 2000.  ** Reflects the %
change from 1998 to 1999.

Gas margin increased $2.3 million, or 4%, and $0.9 million, or
2%, for 2000 and 1999, respectively.  The increases were
largely due to more favorable weather conditions.  Due to
IESU's rate recovery mechanisms for gas costs, the significant
increase in IESU's cost of gas sold during 2000 had no impact
on gas margin.  IESU's gas tariffs include PGA clauses that are
designed to currently recover the cost of utility gas sold.
Refer to Note 1(j) of Alliant Energy's "Notes to Consolidated
Financial Statements" in Item 8. for discussion of the PGA.

Other Operating Expenses - IESU's other operation and
------------------------
maintenance expenses decreased $7.2 million and $17.1 million
for 2000 and 1999, respectively.  The 2000 decrease was
primarily due to a decrease of $3.5 million in energy
efficiency expenses, expenses incurred in 1999 relating to
IESU's Y2K program and lower employee benefits costs.  These
items were partially offset by higher nuclear operation
expenses and one-time fees related to the transfer from the
MAPP reliability region to the MAIN region in 2000.  The 1999
decrease was primarily due to the nonrecurrence of $10.5 million of
merger-related expenses in 1998, the nonrecurrence of a $9 million regulatory
asset write-off in 1998, reduced nuclear maintenance expenses of $4.0 million, a
$4.0 million decrease in energy efficiency expenses and
merger-related operating efficiencies realized in 1999.  The
merger-related expenses were primarily for employee
retirements, separations and relocations.  The regulatory asset
write-off resulted from IESU assessing in the fourth quarter of
1998 how certain employee benefit costs were recovered in the
rate making process in Iowa.  Based on such review, IESU
concluded it could no longer meet the required "probable"
standard for SFAS 71.  Such decreases were partially offset by
increased costs for employee incentive compensation, higher
employee benefit costs and higher expenses for the Y2K program
costs.

Depreciation and amortization expenses increased $7.0 million
and $7.1 million for 2000 and 1999, respectively, primarily due
to property additions and amortization of software.

                                      -39-
<PAGE>

Interest Expense and Other - Miscellaneous, net income
---------------------------
increased $1.3 million and $6.4 million for 2000 and 1999,
respectively.  The 2000 increase was primarily due to $4.1
million of interest income recognized from a tax settlement in
2000, partially offset by lower other interest income.  The
increase in 1999 resulted primarily from $6.0 million of
merger-related expenses in 1998 and higher nuclear
decommissioning trust fund earnings, which were partially
offset by a gain on an asset sale in 1998.

Income Taxes - The effective income tax rates were 40.2%, 42.6%
------------
and 40.1% in 2000, 1999 and 1998, respectively.  Refer to Note
5 of IESU's "Notes to Consolidated Financial Statements" in
Item 8. for additional information.

                   WP&L RESULTS OF OPERATIONS

Overview - WP&L's earnings available for common stock increased
---------
$0.6 million and $35.3 million in 2000 and 1999, respectively.
The 2000 increase was primarily due to higher electric margins
and a reduced effective income tax rate, largely offset by
increased operation and maintenance, depreciation and
amortization and interest expenses.  The 1999 increase was
primarily due to the nonrecurrence of $17.3 million of merger-related
expenses in 1998, higher electric and natural gas margins, reduced other
operation and maintenance expenses and income realized from
weather hedges.  Such increases were partially offset by
increased depreciation and amortization expense (excluding
hedge losses in WP&L's nuclear decommissioning trust fund) and
higher interest expense.

Electric Utility Operations - Electric margins and MWh sales
---------------------------
for WP&L for 2000, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
                                    Revenues and Costs (in thousands)                            MWhs Sold (in thousands)
                         ---------------------------------------------------------- -----------------------------------------------
                              2000         1999         *          1998         **       2000       1999      *       1998      **
                         ----------- ------------ --------- ------------- --------- ---------  ---------  ------ ---------  -------
<S>                        <C>          <C>             <C>     <C>             <C>    <C>        <C>        <C>    <C>         <C>
Residential                $229,668     $213,496        8%      $198,770        7%     3,151      3,111      1%     2,964       5%
Commercial                  127,199      116,947        9%       108,724        8%     2,031      1,980      3%     1,898       4%
Industrial                  190,085      171,118       11%       162,771        5%     4,688      4,570      3%     4,493       2%
                         ----------- ------------           -------------           ---------  ---------         ---------
   Total from ultimate
      customers             546,952      501,561        9%       470,265        7%     9,870      9,661      2%     9,355       3%
Sales for resale            115,715      102,751       13%       128,536     (20%)     3,228      3,252    (1%)     4,492     (28%)
Other                        29,524       22,295       32%        15,903       40%        63         54     17%        59      (8%)
                         ----------- ------------           -------------           ---------  ---------         ---------
   Total revenues/sales     692,191      626,607       10%       614,704        2%    13,161     12,967      1%    13,906      (7%)
                                                                                    =========  =========         =========
Electric production
   fuels expense            113,208      110,521        2%       120,485      (8%)
Purchased power
   expense                  146,939      107,598       37%       113,936      (6%)
                         ----------- ------------           -------------
   Margin                  $432,044     $408,488        6%      $380,283        7%
                         =========== ============           =============
</TABLE>
*   Reflects the % change from 1999 to 2000.  ** Reflects the %
change from 1998 to 1999.

Electric margin increased $23.6 million, or 6%, and $28.2
million, or 7%, during 2000 and 1999, respectively.  The 2000
increase was primarily due to increased sales to retail
customers due to continued economic growth in WP&L's service
territory, a favorable $10 million change in estimate of
utility services rendered but unbilled at month-end and
increased energy conservation revenues.  These items were
partially offset by the impact of milder weather conditions in
2000 compared to 1999 and higher purchased-power and fuel
expenses.

The 1999 increase was primarily due to separate $15 million
annual rate adjustments implemented at WP&L in July 1998 and
March 1999 to recover higher purchased-power and transmission
costs.  An increase in retail sales of 3% due to more favorable
weather and economic growth within WP&L's service territory
also contributed to the increase.  Partially offsetting the
1999 increase were lower sales to off-system and wholesale
customers due to transmission constraints and decreased
contractual commitments and $3.2 million of revenues collected
in 1998 for a surcharge related to Kewaunee.

                                      -40-
<PAGE>

Refer to "Utility Industry Outlook - Rates and Regulatory
Matters" for information on a WP&L FAC filing in December
2000.

Gas Utility Operations - Gas margins and Dth sales for WP&L for
----------------------
2000, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                 Revenues and Costs (in thousands)                        Dths Sold (in thousands)
                       ------------------------------------------------------- ------------------------------------------------
                           2000        1999         *         1998        **      2000        1999       *       1998       **
                       ---------- ------------ ---------  ---------- --------- ---------  --------- -------- ---------   ------
<S>                      <C>          <C>           <C>     <C>            <C> <C>          <C>          <C>   <C>         <C>
Residential              $96,204      $69,662       38%     $65,173        7%    12,769     12,070       6%    10,936      10%
Commercial                54,512       35,570       53%      33,898        5%     8,595      7,771      11%     7,285       7%
Industrial                 8,581        6,077       41%       5,896        3%     1,476      1,520     (3%)     1,422       7%
Transportation/other       5,855        9,461      (38%)      6,770       40%    13,680     13,237       3%    12,948       2%
                       ---------- ------------            ----------           ---------  ---------          ---------
   Total revenues/sales  165,152      120,770       37%     111,737        8%    36,520     34,598       6%    32,591       6%
                                                                               =========  =========          =========
Cost of gas sold         107,131       64,073       67%      61,409        4%
                       ---------- ------------            ----------
   Margin                $58,021      $56,697        2%     $50,328       13%
                       ========== ============            ==========
</TABLE>
 *   Reflects the % change from 1999 to 2000.  ** Reflects the %
change from 1998 to 1999.

Gas margin increased $1.3 million, or 2%, and $6.4 million, or
13%, during 2000 and 1999, respectively.  The 2000 increase was
largely due to more favorable weather conditions in the 2000
heating season compared to 1999, partially offset by reduced
energy conservation revenues.  Due to WP&L's rate recovery
mechanisms for gas costs, the significant increase in WP&L's
cost of gas sold during 2000 had no adverse impact on gas
margin.  The 1999 increase was due to increased sales resulting
from customer growth of approximately 2% and more favorable
weather conditions in 1999.

Refer to "Interest Expense and Other" for discussion of income
realized from gas weather hedges in 2000 and 1999 and Note 1(j)
of Alliant Energy's "Notes to Consolidated Financial
Statements" in Item 8. for discussion of a gas cost adjustment
mechanism in place at WP&L.

Other Operating Expenses - Other operation and maintenance
-------------------------
expenses increased $16.8 million and decreased $21.4 million
for 2000 and 1999, respectively.  The 2000 increase was
primarily due to a planned refueling outage at Kewaunee, higher
expenses in the energy delivery business unit, increased energy
conservation expense and increased maintenance expenses.  The
2000 increases were partially offset by expenses incurred in
1999 relating to WP&L's Y2K program.  The 1999 decrease was
primarily due to the nonrecurrence of $11.2 million of merger-related
expenses in 1998 for employee retirements, separations and relocations,
reduced expenses in the energy delivery and generation business units,
reduced insurance-related expenses, lower nuclear expenses and
lower costs due to merger-related operating efficiencies.  The
1999 decreases were partially offset by increased costs for
energy conservation, employee incentive compensation, expenses
incurred in 1999 relating to the Y2K program and employee
benefits expenses.

Depreciation and amortization expense increased $26.9 million
and decreased $6.2 million for 2000 and 1999, respectively.
The 2000 increase was primarily due to increased earnings in
the nuclear decommissioning trust fund of approximately $20
million, property additions and higher amortization expense.
The 1999 decrease was due to reduced earnings in the nuclear
decommissioning trust fund and the nonrecurrence of the $3.2 million Kewaunee
surcharge in 1998.  The 1999 decrease was partially offset by
the impact of property additions.  The accounting for earnings
on the nuclear decommissioning trust funds results in no net
income impact.  Miscellaneous, net income is increased for
earnings on the trust fund, which is offset in depreciation
expense.

Interest Expense and Other - Interest expense increased $3.7
--------------------------
million and $4.4 million in 2000 and 1999, respectively.  The
2000 increase was primarily due to higher interest rates and
borrowings outstanding in 2000.  The 1999 increase was
primarily due to higher short-term borrowings.

                                      -41-
<PAGE>

Miscellaneous, net income increased $18.4 million and decreased
$3.0 million in 2000 and 1999, respectively.  The 2000 increase
was primarily due to increased earnings in the nuclear
decommissioning trust fund of approximately $20 million,
partially offset by reduced income of $2 million realized from
gas weather hedges.  The 1999 decrease was primarily due to
lower earnings on the nuclear decommissioning trust fund,
partially offset by the nonrecurrence of $6.1 million of merger-related
expenses in 1998 and $5 million recognized in 1999 associated with the
settlement of gas weather hedges.  Refer to Note 10(b) of
Alliant Energy's "Notes to Consolidated Financial Statements"
in Item 8. for additional information relating to the gas
weather hedges.

Income Taxes - The effective income tax rates were 37.5%, 39.2%
------------
and 41.0% in 2000, 1999 and 1998, respectively.  Refer to Note
5 of WP&L's "Notes to Consolidated Financial Statements" in
Item 8. for additional information.

                 LIQUIDITY AND CAPITAL RESOURCES

Overview - Given Alliant Energy's financing flexibility,
----------
including access to both the debt and equity securities
markets, management believes it has the necessary financing
capabilities in place to adequately finance its capital
requirements for the foreseeable future.  Alliant Energy's
capital requirements are primarily attributable to Resources'
acquisition and investment opportunities, its utility
subsidiaries' construction and acquisition programs and its
debt maturities.  Alliant Energy expects to meet its future
capital requirements with cash generated from operations, sale
of investments and external financing.  The level of cash
generated from operations is partially dependent on economic
conditions, legislative activities, environmental matters and
timely regulatory recovery of utility costs.  Liquidity and
capital resources will be affected by costs associated with
environmental and regulatory issues.  Changes in the utility
industry could also impact Alliant Energy's liquidity and
capital resources, as discussed in "Utility Industry
Outlook."

Cash Flows - In 2000, Alliant Energy's cash flows from
----------
financing activities increased $507 million primarily as a
result of $402.5 million of exchangeable senior notes issued in
February 2000 used to fund investments in the non-regulated
businesses, including a $347 million investment in Brazil in
January 2000. In 1999, Alliant Energy's cash flows from operating activities
decreased $45 million primarily due to changes in working
capital; cash flows used for financing activities decreased
$161 million largely due to changes in debt outstanding; and
cash flows used for investing activities increased $39 million
due to increased levels of construction and acquisition
expenditures, primarily in the non-regulated businesses,
partially offset by increased proceeds from sales of McLeod
stock and other investments.

In 2000, IESU's cash flows from operating activities increased
$49 million due to changes in working capital.  IESU's cash
flows used for financing activities decreased $17 million in
2000 primarily due to increased common stock dividends in 1999
as no dividend payments were made in the last three quarters of
1998 due to merger-related tax considerations.  As a result,
the dividend payment in the first quarter of 1999 was larger
than IESU's historical quarterly payment.  Cash flows used for
investing activities increased $13 million in 2000 due to
increased levels of construction expenditures. In 1999, IESU's
cash flows from operating activities decreased $44 million primarily
due to changes in working capital; cash flows used for financing activities
increased $71 million in 1999 due to the increased common stock dividends
in 1999; and cash flows used for investing activities decreased $6 million in
1999 due to decreased construction expenditures.

In 2000, WP&L's cash flows used for financing activities
increased $20 million due to the reduction of short-term debt
outstanding and a capital contribution of $30 million in 1999
from Alliant Energy, partially offset by the issuance of $100
million of senior unsecured debentures in 2000 and no common
stock dividends declared in 2000 due to management of its
capital structure. In 1999, WP&L's cash flows from operating
activities decreased $14 million primarily due to changes in working
capital, partially offset by higher net income primarily due to

                                      -42-
<PAGE>
merger-related expenses in 1998; cash flows used for financing
activities decreased $34 million due to increased short-term
borrowings in 1999 and the $30 million capital contribution
from Alliant Energy, partially offset by the issuance of $60
million of debentures in 1998; and cash flows used for
investing activities increased $17 million primarily due to
increased construction expenditures.

Environmental - Alliant Energy's pollution abatement programs
--------------
are subject to continuing review and are periodically revised
due to changes in environmental regulations, construction plans
and escalation of construction costs.  While management cannot
precisely forecast the effect of future environmental
regulations on operations, it has taken steps to anticipate the
future while also meeting the requirements of current
environmental regulations.

Wisconsin is subject to the Clean Air Act due to its
non-attainment status with respect to the one-hour ozone
standard in the Lake Michigan region.  The WDNR has developed a
rule that contains a plan for the state to meet the one-hour
ozone attainment standard.  The plan focuses on rate of
progress requirements that are specified by the Clean Air Act
for the years 2002, 2005 and 2007.  The rule requires NOx
reductions in counties that are currently in non-attainment of
the one-hour ozone standard which includes WP&L's Edgewater
power plant.  Alliant Energy is currently evaluating various
alternatives to achieve the proposed reductions and to reduce
the emission levels at various power plants.  Based on existing
technology, preliminary estimates indicate that capital
investments in the range of $30 to $40 million could be
required.

Revisions to the Wisconsin Administrative Code have been
proposed that could have a significant impact on WP&L's
operation of the Rock River Generating Station in Beloit,
Wisconsin.  The proposed revisions will affect the amount of
heat that the generating station can discharge into the Rock
River.  WP&L cannot presently predict the final outcome of the
rule, but believes that, as the rule is currently proposed, the
capital investments and/or modifications required to meet the
proposed discharge limits could be significant.

In 1998, the EPA issued the final report to Congress on the
Study of Hazardous Air Pollutant Emissions (HAPs) from Electric
Utility Steam Generating Units regarding hazardous air
pollutant emissions from electric utilities, which concluded
that mercury emissions from coal-fired generating plants were a
concern.  The EPA is developing regulations that are expected
to be in place by 2004.  In December 2000, the EPA made a
regulatory determination in favor of controlling HAPs
(including mercury) from electric utilities, which is being
challenged by utility industry groups in two lawsuits filed in
February 2001.  Although the control of mercury emissions from
generating plants is uncertain at this time, Alliant Energy
believes that the capital investments and/or modifications that
may be required to control mercury emissions could be
significant.

Also in December 2000, the WNRB voted to allow the WDNR to
proceed with mercury rulemaking.  WP&L and the other Wisconsin
Utility Association members have recommended to WNRB a workable
mercury program that protects reliability and does not
disadvantage Wisconsin when federal mercury rules are
developed.  The WDNR has indicated its desire to have the
proposed rule written by the Spring of 2001.  Alliant Energy
cannot presently predict the final outcome of the regulation,
but believes that capital investments and/or modifications
required could be significant.

WP&L has been notified by the EPA that it is a PRP with respect
to the MIG/DeWane Landfill Superfund Site.  WP&L is
participating in the initiation of an alternate dispute
resolution process to allocate liability associated with the
investigation and remediation of the site.  Management believes
that any likely action resulting from this matter will not have
a material adverse effect on WP&L's financial condition or
results of operations.

IPC has been notified by the EPA that it is a PRP with respect
to the Missouri Electric Works, Inc. (MEW) site in Cape
Girardeau, Missouri.  IPC has been served with a complaint
filed by the MEW Site Trust Fund, the PRP group involved in
investigating and remediating the site, for response costs
incurred by the PRP group.  IPC believes that it is not liable
as a PRP for this site because it did not arrange for the
disposal of any waste materials at the site.  IPC has filed an
answer to the complaint and discovery is ongoing.

                                      -43-
<PAGE>

In 2000, WP&L was notified by Monroe County, Wisconsin that it
does not have liability for costs associated with the Monroe
County Interim Landfill in Sparta, Wisconsin.  Monroe County
has decided that it will pay for the investigation and cleanup
of the landfill through community-wide funding.

In December 2000 and February 2001, the EPA requested certain
information relating to the historical operation of WP&L's
major coal-fired generating units in Wisconsin.  WP&L has
responded to the December 2000 request and is in the process of
preparing its response to the February 2001 request.  In some
cases involving similar EPA requests from other electric
generating facilities, penalties and capital expenditures have
resulted.  WP&L cannot presently predict what impact, if any,
the EPA's request may have on its financial condition or
results of operations.  However, any required remedial action
resulting from this matter could be significant.

A global treaty has been negotiated that could require
reductions of greenhouse gas emissions from utility plants.  In
1998, the U.S. signed the treaty and agreed with other
countries to resolve all remaining issues by the end of 2000.
That deadline has not been met and significant differences
remain between the U.S. and other countries.  At this time,
management is unable to predict whether the U.S. Congress will
ratify the treaty.  Given the uncertainty of the treaty
ratification and the ultimate terms of the final regulations,
management cannot currently estimate the impact the
implementation of the treaty would have on Alliant Energy's
utility subsidiaries' operations.

Refer to Note 11(e) of the "Notes to Consolidated Financial
Statements" in Item 8. for further discussion of environmental
matters.

Long-Term Debt - At December 31, 2000, Resources had available
--------------
$450 million of committed bank lines of credit extending
through October 2003 for direct borrowing or to support
commercial paper, of which $321 million of commercial paper was
outstanding and was classified as long-term debt.  Commitment
fees are paid to maintain this facility and there are no
conditions restricting the unused credit.  Currently, Resources
anticipates that this facility will be renewed upon
expiration.

In March 2000, WP&L issued $100 million of senior unsecured
debentures at a fixed interest rate of 7-5/8%, due 2010.  The
net proceeds were primarily used to repay short-term debt.  In
February 2000, Resources completed a private placement of
exchangeable senior notes due 2030, which were issued in the
original aggregate principal amount of $402.5 million.

In March 2001, IESU issued $200 million of senior unsecured
debentures at a fixed interest rate of 6-3/4%, due 2011.  The
net proceeds were primarily used to refinance $81.6 million of
long-term debt maturing in 2001 and to repay short-term debt.

Alliant Energy has $607 million of long-term debt that will
mature prior to December 31, 2005.  Depending on market
conditions, it is anticipated that a majority of the maturing
debt will be refinanced with the issuance of long-term
securities.

Refer to Note 8(b) of the "Notes to Consolidated Financial
Statements" in Item 8. for additional information on long-term
debt.

Short-Term Debt - At December 31, 2000, Resources had available
----------------
$150 million of committed bank lines of credit extending
through October 2001 for direct borrowing or to support
commercial paper.  Commitment fees are paid to maintain this
facility and there are no conditions restricting the unused
credit.  Currently, Resources anticipates that this facility
will be renewed upon expiration.

                                      -44-
<PAGE>
Alliant Energy also has $300 million of committed bank lines of
credit extending through October 2001 available for direct
borrowing or to support commercial paper, of which $284 million
of commercial paper was outstanding at December 31, 2000.
Commitment fees are paid to maintain these lines and there are
no conditions restricting the unused lines of credit.  Alliant
Energy anticipates that this facility will be renewed upon
expiration.  Alliant Energy has agreements with several
financial institutions to periodically borrow from uncommitted
"as-offered" credit lines in lieu of commercial paper.  There
are no commitment fees associated with these agreements and $50
million of borrowings were outstanding under these agreements
at December 31, 2000.

In addition to funding working capital needs, the availability
of short-term financing provides the companies flexibility in
the issuance of long-term securities.  The level of short-term
borrowing fluctuates based on seasonal corporate needs, the
timing of long-term financing and capital market conditions.
At December 31, 2000, IESU, WP&L and IPC were authorized by the
applicable federal or state regulatory agency to issue
short-term debt of $150 million, $128 million and $72 million,
respectively.

The utility subsidiaries participate in a utility money pool
that is funded, as needed, through the issuance of commercial
paper by Alliant Energy.  Interest expense and other fees are
allocated based on borrowing amounts.  The PSCW has restricted
WP&L from lending money to non-utility affiliates and
non-Wisconsin utilities.  As a result, WP&L can only borrow
money from the utility money pool.

Alliant Energy anticipates that short-term debt will continue
to be available at reasonable costs due to current ratings by
independent utility analysts and credit rating services.  Refer
to Note 8(a) of the "Notes to Consolidated Financial
Statements" in Item 8. for additional information on short-term
debt.

Sale of Accounts Receivable - To maintain flexibility in its
---------------------------
capital structure and to take advantage of favorable short-term
rates, IESU and WP&L use proceeds from the sale of accounts
receivable and unbilled revenues to finance a portion of their
long-term cash needs.  Alliant Energy and the utility
subsidiaries have filed applications with the SEC and various
state regulatory agencies for approval of a combined accounts
receivable sale program whereby each utility, including IPC,
will sell their respective receivables through wholly-owned
special purpose entities to an affiliated financing entity,
which in turn will sell the receivables to an outside
investor.  The new program would replace the existing programs
for IESU and WP&L, and would be substantially similar to the
prior programs.  All necessary approvals are expected by
mid-2001.

Financial Guarantees and Commitments - Alliant Energy had
-------------------------------------
certain off-balance sheet financial guarantees and commitments
outstanding at December 31, 2000.  These largely consisted of
third-party borrowing arrangements and lending commitments,
guarantees of financial performance of syndicated affordable
housing properties and guarantees relating to Alliant Energy's
electricity trading joint venture and EUA Cogenex Corporation.
Refer to Note 11(d) of the "Notes to Consolidated Financial
Statements" in Item 8. for additional information.

Investments - Under PUHCA, certain investments of Alliant
------------
Energy in exempt wholesale generators and foreign utility
companies are limited to 50 percent of Alliant Energy's
consolidated retained earnings.  Alliant Energy is pursuing
making the necessary regulatory filings requesting an increase
in this limitation.  Under WUHCA, there is an asset cap
provision that limits certain non-utility assets in a utility
holding company to 25 percent of utility assets.  Under the
provisions of the law, assets related to the provision of
various energy-related, environmental engineering and
telecommunications services are not included in the calculation
of either utility or non-utility assets.

Alliant  Energy  expects  to  pursue  various  potential  business   development
opportunities,  including international as well as domestic investments,  and is
devoting resources to such efforts. Foreign investments may carry a higher level
of risk than Alliant  Energy's  traditional  domestic  utility or  non-regulated
investments.  Such risks could include foreign government actions,  economic and
currency  risks  and  others.  However,  Alliant  Energy  will  strive to select
investments where risks are both understood and manageable.

                                      -45-
<PAGE>
In January 2000, Resources acquired a stake in four Brazilian electric utilities
for a total  of  approximately  $347  million  (and  has  closed  on  additional
Brazilian  investments in the first quarter of 2001). Refer to Note 9 of Alliant
Energy's "Notes to Consolidated  Financial Statements" in Item 8. for additional
information related to Alliant Energy's investments in foreign entities. Alliant
Energy expects its Brazil  investments will be slightly accretive to earnings in
2001 and generate significant earnings growth beginning in 2002.

Construction and Acquisition Expenditures - Capital expenditure
------------------------------------------
and investment and financing plans are subject to change as a
result of many considerations, including: changes in economic
conditions; variations in actual sales and load growth compared
to forecasts; requirements of environmental, nuclear and other
regulatory authorities; acquisition and business combination
opportunities; the availability of alternate energy and
purchased-power sources; the ability to obtain adequate and
timely rate relief; escalations in construction costs; and
conservation and energy efficiency programs.  Refer to Note
11(a) of the "Notes to Consolidated Financial Statements" in
Item 8. for information on anticipated construction and
acquisition expenditures.

Alliant Energy's utility subsidiaries anticipate financing
utility construction expenditures during 2001-2005 through
internally generated funds supplemented, when required, by
outside financing.  Funding of Resources' construction and
acquisition expenditures over that same period of time is
expected to be completed with a combination of external
financings, sales of investments and internally generated funds.

                          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.

Interest Rate Risk - Alliant Energy is exposed to risk
-------------------
resulting from changes in interest rates as a result of its
issuance of variable-rate debt.  Alliant Energy manages its
interest rate risk by limiting its variable interest rate
exposure and by continuously monitoring the effects of market
changes in interest rates.  Alliant Energy has also
historically used interest rate swap and interest rate forward
agreements to assist in the management of its interest
exposure.  In the event of significant interest rate
fluctuations, management would take actions to minimize the
effect of such changes on Alliant Energy's results of
operations.  Assuming no change in Alliant Energy's financial
structure, if variable interest rates were to average 1 percent
higher (lower) in 2001 than in 2000, interest expense and
pre-tax earnings would increase (decrease) by approximately
$8.0 million.  Comparatively, if variable interest rates had
averaged 1 percent higher (lower) in 2000 than in 1999,
interest expense and pre-tax earnings would have increased
(decreased) by approximately $5.1 million.  These amounts were
determined by considering the impact of a hypothetical 1
percent increase (decrease) in interest rates on the
variable-rate debt held by Alliant Energy as of December 31,
2000 and 1999.

Commodity Risk - Non-trading - Alliant Energy is exposed to the
-----------------------------
impact of market fluctuations in the commodity price and
transportation costs of electricity, natural gas and oil
products it markets.  Alliant Energy employs established
policies and procedures to manage its risks associated with
these market fluctuations including the use of various
commodity derivatives.  Alliant Energy's exposure to commodity
price risks in its utility business is significantly mitigated
by the current rate making structures in place for the recovery
of its electric fuel and purchased energy costs as well as its
cost of natural gas purchased for resale.  Refer to Note 1(j)
of Alliant Energy's "Notes to Consolidated Financial
Statements" in Item 8. for further discussion.

WP&L periodically utilizes gas commodity swap arrangements to
reduce the impact of price fluctuations on gas purchased and
injected into storage during the summer months and withdrawn
and sold at current market prices during the winter months.
The gas commodity swaps in place approximate the forecasted
storage withdrawal plan during this period.  Therefore, market

                                      -46-
<PAGE>
price fluctuations that result in an increase or decrease in
the value of the physical commodity are substantially offset by
changes in the value of the gas commodity swaps.  To the extent
actual storage withdrawals vary from forecasted withdrawals,
WP&L has physical commodity price exposure.  A 10 percent
increase (decrease) in the price of gas would have an
insignificant impact on the combined fair market value of the
gas in storage and related swap arrangements in place as of
December 31, 2000 and 1999.

Whiting is exposed to market risk in the pricing of its oil and
gas production.  Historically, prices received for oil and gas
production have been volatile because of seasonal weather
patterns, supply and demand factors, transportation
availability and price, and general economic conditions.
Worldwide political developments have historically also had an
impact on oil prices.  Alliant Energy periodically utilizes oil
and gas swaps and forward contracts to mitigate the impact of
oil and gas price fluctuations.  Based on Whiting's estimated
gas and crude oil sales in 2001, and the swaps and forward
contracts outstanding for such period, a sustained 10 percent
increase (decrease) in gas and crude oil prices would impact
Alliant Energy's pre-tax 2001 earnings by approximately $14.5
million.  A sustained 10 percent increase (decrease) in prices
during 2000 would have impacted Alliant Energy's 2000 pre-tax
earnings by approximately $3.8 million, based on Whiting's
estimated gas and forward contracts outstanding at December 31,
1999.

Commodity Risk - Trading - Alliant Energy is exposed to market
------------------------
risks through its electricity commodity trading business, which
is primarily conducted through Alliant Energy's 50/50 joint
venture with Cargill.  The joint venture's trading activities
principally consist of marketing and trading over-the-counter
forward contracts for the purchase and sale of electricity.
The majority of the forward contracts represent commitments to
purchase or sell electricity at fixed prices in the future and
require settlement by physical delivery of electricity or are
netted out in accordance with industry trading standards.  The
market prices used to determine fair values reflect the joint
venture's best estimate considering various factors, including
closing exchanges and over-the-counter quotations, time value,
volatility and credit risk factors.  The joint venture manages
the market risks inherent in its trading activities through
established trading and risk management policies and tools.
The principal tool utilized is a one-day variance/covariance
value-at-risk model with assessment adjustments made based on
weather, transmission availability, generation outages and
other factors.  The estimated one-day market Value-at-Risk
(VAR) for the joint venture as of December 31, 2000 and 1999
was $1.5 million and $0.3 million, respectively, which was
calculated with a 99 percent confidence level.  The low,
average and high VAR in 2000 were $0.1 million, $0.9 million
and $2.0 million, respectively, and in 1999 were $0.1 million,
$0.3 million and $1.5 million, respectively.

Equity Price Risk - IESU and WP&L maintain trust funds to fund
------------------
their anticipated nuclear decommissioning costs.  As of
December 31, 2000 and 1999, these funds were invested primarily
in domestic equity and debt instruments.  Fluctuations in
equity prices or interest rates will not affect Alliant
Energy's consolidated results of operations as such fluctuations
are recorded in equally offsetting amounts of investment income
and depreciation (WP&L) or interest (IESU) expense when they
are realized.  In February 2001, WP&L entered into a four-year
hedge on equity assets in its nuclear decommissioning trust
fund.

At December 31, 2000 and 1999,  Alliant Energy had an investment in the stock of
McLeod, a publicly traded telecommunications company, valued at $791 million and
$1,124 million, respectively. In addition to the equity risk associated with the
investment in McLeod,  Alliant Energy also has equity risk related to the option
liability  embedded within Resources'  exchangeable  senior notes. Refer to Note
10(a) of Alliant Energy's "Notes to Consolidated  Financial  Statements" in Item
8. for further discussion. A 10 percent increase (decrease) in the quoted market
price at December 31, 2000 would not have a significant  impact on net income as
any  resulting  increase  (decrease)  in  the  value  of  the  option  would  be
substantially offset by a corresponding  increase (decrease) in the value of the
McLeod  shares  classified  as trading  (valued at $221  million at December 31,
2000).  At December  31, 2000,  the McLeod  available-for-sale  securities  were
valued at $570 million.  A 10 percent  increase  (decrease) in the quoted market
price  would  have  increased  (decreased)  the value of the  investment  by $57
million. A 10 percent increase (decrease) in the quoted market price at December
31,  1999  would  have  increased  (decreased)  the value of the  investment  by
approximately  $112  million.  Refer to Note 9 of  Alliant  Energy's  "Notes  to
Consolidated  Financial  Statements"  in Item 8. for  discussion  of how Alliant
Energy accounts for its investment in McLeod.

                                      -47-
<PAGE>

At December 31, 2000 and 1999, Alliant Energy had various
investments, accounted for under the cost method of accounting,
in publicly traded utility companies in New Zealand which were
valued at $10 million and $97 million, respectively.  A 10
percent increase (decrease) in the quoted market prices at
December 31 would have increased (decreased) the value of the
investments at December 31, 2000 and 1999 by approximately $1.0
million and $9.7 million, respectively.

In the second quarter of 2000, Capstone completed its initial
public offering and Alliant Energy's $10 million investment in
Capstone was valued at $41 million at December 31, 2000.  A 10
percent increase (decrease) in the quoted market price at
December 31, 2000 would have increased (decreased) the value of
the investment by approximately $4.1 million.

Currency Risk - Alliant Energy has investments in various
--------------
countries where the net investments are not hedged, including
Australia, Brazil, China and New Zealand (Alliant Energy also
had investments in Singapore as of December 31, 1999).  As a
result, these investments are subject to currency exchange risk
with fluctuations in currency exchange rates.  At December 31,
2000 and 1999, Alliant Energy had a cumulative foreign currency
translation loss of $60.0 million and $9.6 million,
respectively, recorded in "Accumulated other comprehensive
income" on its Consolidated Balance Sheets that primarily
related to decreases in value of the Brazil currency (real) and
New Zealand dollar in relation to the U.S. dollar.  Based on
Alliant Energy's investments at December 31, 2000 and 1999, a
10 percent sustained increase (decrease) over the next 12
months in the foreign exchange rates of Australia, Brazil,
China and New Zealand (and Singapore as of December 31, 1999)
would increase (decrease) the cumulative foreign currency
translation gain/loss by $46.5 million and $17.2 million,
respectively.  The significant increase in currency risk at
December 31, 2000 is primarily due to the increase in the
amount of Resources' investment in Brazil at December 31, 2000
compared with December 31, 1999.

Refer to Notes 1(n) and 10 of Alliant Energy's "Notes to
Consolidated Financial Statements" in Item 8. for further
discussion of Alliant Energy's derivative financial instruments.

Cargill
The initial term of Alliant Energy's electricity commodity
trading joint venture with Cargill expires in October 2002.  At
this time, Alliant Energy cannot predict if this agreement will
be renewed upon expiration.

                             OUTLOOK

Assuming normal weather conditions, Alliant Energy's utility
subsidiaries' ability to recover their purchased-power and fuel
costs, continued economic growth in the utility subsidiaries'
service territories, increased growth and profitability of
Alliant Energy's non-regulated businesses and stable business
conditions, Alliant Energy currently estimates that diluted
earnings per share from continuing operations for 2001 will be
within the $2.40 to $2.60 range.  Alliant Energy's strategic
plan includes aggressively investing in generation and other
energy-related projects; better connecting with customers
through enhanced service reliability and e-business
initiatives; and growing the non-regulated side of its business
through partnerships and acquisitions in generation projects,
international markets and other strategic initiatives.  Alliant
Energy believes that successful implementation of these
strategies will contribute significantly to Alliant Energy
achieving its targeted annual growth rate in earnings from
continued operations of 7 to 10 percent.  Alliant Energy
expects its non-regulated businesses to contribute 25 percent
of such earnings within the next two to four years.

                                      -48-
<PAGE>


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Quantitative and Qualitative Disclosures About Market Risk are
reported under "Other Matters - Market Risk Sensitive
Instruments and Positions" in Item 7. MD&A.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Alliant Energy                                                                                       Page Number
----------------                                                                                     -------------
<S>                                                                                                      <C>
         Report of Management                                                                            50
         Report of Independent Public Accountants                                                        51
         Consolidated Statements of Income for the Years Ended
            December 31, 2000, 1999 and 1998                                                             52
         Consolidated Balance Sheets as of December 31, 2000 and 1999                                    53
         Consolidated Statements of Cash Flows for the Years Ended
            December 31, 2000, 1999 and 1998                                                             55
         Consolidated Statements of Capitalization as of December 31, 2000 and 1999                      56
         Consolidated Statements of Changes in Common Equity for the Years Ended
            December 31, 2000, 1999 and 1998                                                             57
         Notes to Consolidated Financial Statements                                                      58

IESU
----
         Report of Independent Public Accountants                                                        91
         Consolidated Statements of Income for the Years Ended
            December 31, 2000, 1999 and 1998                                                             92
         Consolidated Balance Sheets as of December 31, 2000 and 1999                                    93
         Consolidated Statements of Cash Flows for the Years Ended
            December 31, 2000, 1999 and 1998                                                             95
         Consolidated Statements of Capitalization as of December 31, 2000 and 1999                      96
         Consolidated Statements of Changes in Common Equity for the Years Ended
            December 31, 2000, 1999 and 1998                                                             97
         Notes to Consolidated Financial Statements                                                      98

WP&L
----
         Report of Independent Public Accountants                                                        107
         Consolidated Statements of Income for the Years Ended
            December 31, 2000, 1999 and 1998                                                             108
         Consolidated Balance Sheets as of December 31, 2000 and 1999                                    109
         Consolidated Statements of Cash Flows for the Years Ended
            December 31, 2000, 1999 and 1998                                                             111
         Consolidated Statements of Capitalization as of December 31, 2000 and 1999                      112
         Consolidated Statements of Changes in Common Equity for the Years Ended
            December 31, 2000, 1999 and 1998                                                             113
         Notes to Consolidated Financial Statements                                                      114

Refer to Note 14 of Alliant Energy's, IESU's and WP&L's "Notes to Consolidated Financial Statements" for the quarterly
financial data required by Item 8.
</TABLE>

                                      -49-
<PAGE>

     ALLIANT ENERGY CORPORATION REPORT ON THE FINANCIAL INFORMATION

Alliant Energy Corporation management is responsible for
the information and representations contained in the
financial statements and in other sections of this Annual
Report.  The consolidated financial statements that follow
have been prepared in accordance with generally accepted
accounting principles.  In addition to selecting
appropriate accounting principles, management is
responsible for the manner of presentation and for the
reliability of the financial information.  In fulfilling
that responsibility, it is necessary for management to
make estimates based on currently available information
and judgments of current conditions and circumstances.

Through a well-developed system of internal controls,
management seeks to ensure the integrity and objectivity
of the financial information presented in this report.
This system of internal controls is designed to provide
reasonable assurance that the assets of the company are
safeguarded and that the transactions are executed
according to management's authorizations and are recorded
in accordance with the appropriate accounting principles.

The Board of Directors participates in the financial
information reporting process through its Audit Committee.





/s/ Erroll B. Davis, Jr.
------------------------
Erroll B. Davis, Jr.
Chairman, President and Chief Executive Officer



/s/ Thomas M. Walker
--------------------
Thomas M. Walker
Executive Vice President and Chief Financial Officer



/s/ John E. Kratchmer
---------------------
John E. Kratchmer
Corporate Controller and Chief Accounting Officer




January 29, 2001

                                      -50-
<PAGE>


            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareowners of Alliant Energy Corporation:

We have audited the accompanying consolidated balance sheets
and statements of capitalization of Alliant Energy Corporation
(a Wisconsin Corporation) and subsidiaries as of December 31,
2000 and 1999, and the related consolidated statements of
income, cash flows and changes in common equity for each of the
three years in the period ended December 31, 2000.  These
financial statements and the supplemental schedule referred to
below are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements and supplemental schedule based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Alliant Energy Corporation and subsidiaries as of
December 31, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The schedule
listed in Item 14(a)(2) is presented for purposes of complying
with the Securities and Exchange Commission's rules and is not
part of the basic financial statements.  This schedule has been
subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to
be set forth therein in relation to the basic financial
statements taken as a whole.



/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP




Milwaukee, Wisconsin
January 29, 2001

                                      -51-
<PAGE>
<TABLE>
<CAPTION>
                                              ALLIANT ENERGY CORPORATION
                                          CONSOLIDATED STATEMENTS OF INCOME

                                                                                   Year Ended December 31,
                                                                        2000               1999                1998
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>                <C>
                                                                       (in thousands, except per share amounts)
Operating revenues:
  Electric utility                                                   $1,648,036         $1,548,938          $1,567,442
  Gas utility                                                           414,948            314,319             295,590
  Non-regulated and other                                               342,000            264,716             267,842
                                                                ----------------   ----------------    ----------------
                                                                      2,404,984          2,127,973           2,130,874
                                                                ----------------   ----------------    ----------------
-----------------------------------------------------------------------------------------------------------------------
Operating expenses:
  Electric and steam production fuels                                   288,621            262,305             297,685
  Purchased power                                                       294,818            255,446             255,332
  Cost of utility gas sold                                              278,734            180,519             166,453
  Other operation and maintenance                                       734,675            669,111             742,971
  Depreciation and amortization                                         322,334            279,088             279,505
  Taxes other than income taxes                                         104,746            104,969             105,626
                                                                ----------------   ----------------    ----------------
                                                                      2,023,928          1,751,438           1,847,572
                                                                ----------------   ----------------    ----------------
-----------------------------------------------------------------------------------------------------------------------
Operating income                                                        381,056            376,535             283,302
                                                                ----------------   ----------------    ----------------
-----------------------------------------------------------------------------------------------------------------------
Interest expense and other:
  Interest expense                                                      173,614            136,229             129,363
  Allowance for funds used during construction                           (8,761)            (7,292)             (6,812)
  Preferred dividend requirements of subsidiaries                         6,713              6,706               6,699
  Gain on reclassification of investments                              (321,349)                 -                   -
  Gains on sales of McLeodUSA Inc. stock                                (23,773)           (40,272)                  -
  Miscellaneous, net                                                    (66,158)           (35,903)               (736)
                                                                ----------------   ----------------    ----------------
                                                                       (239,714)            59,468             128,514
                                                                ----------------   ----------------    ----------------
-----------------------------------------------------------------------------------------------------------------------
Income before income taxes                                              620,770            317,067             154,788
                                                                ----------------   ----------------    ----------------
-----------------------------------------------------------------------------------------------------------------------
Income taxes                                                            238,816            120,486              58,113
                                                                ----------------   ----------------    ----------------
-----------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of a change in
   accounting principle, net of tax                                     381,954            196,581              96,675
                                                                ----------------   ----------------    ----------------
-----------------------------------------------------------------------------------------------------------------------
Cumulative effect of a change in accounting
   principle, net of tax                                                 16,708                  -                   -
                                                                ----------------   ----------------    ----------------
-----------------------------------------------------------------------------------------------------------------------
Net income                                                             $398,662           $196,581             $96,675
                                                                ================   ================    ================
-----------------------------------------------------------------------------------------------------------------------
Average number of common shares outstanding - basic                      79,003             78,352              76,912
                                                                ================   ================    ================
-----------------------------------------------------------------------------------------------------------------------
Earnings per average common share - basic:
     Income before cumulative effect of a change
          in accounting principle                                         $4.84              $2.51               $1.26
     Cumulative effect of a change in accounting principle                 0.21                  -                   -
                                                                ----------------   ----------------    ----------------
     Net income                                                           $5.05              $2.51               $1.26
                                                                ================   ================    ================
-----------------------------------------------------------------------------------------------------------------------
Average number of common shares outstanding - diluted                    79,193             78,395              76,929
                                                                ================   ================    ================
-----------------------------------------------------------------------------------------------------------------------
Earnings per average common share - diluted:
     Income before cumulative effect of a change
          in accounting principle                                         $4.82              $2.51               $1.26
     Cumulative effect of a change in accounting principle                 0.21                  -                   -
                                                                ----------------   ----------------    ----------------
     Net income                                                           $5.03              $2.51               $1.26
                                                                ================   ================    ================
-----------------------------------------------------------------------------------------------------------------------
Dividends declared per common share                                       $2.00              $2.00               $2.00
                                                                ================   ================    ================
-----------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                      -52-
<PAGE>
<TABLE>
<CAPTION>
                                                ALLIANT ENERGY CORPORATION
                                                CONSOLIDATED BALANCE SHEETS

                                                                                                     December 31,
ASSETS                                                                                       2000                   1999
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                     <C>
                                                                                                  (in thousands)
Property, plant and equipment:
  Utility -
    Plant in service -
      Electric                                                                            $5,203,069             $5,032,675
      Gas                                                                                    574,390                540,874
      Other                                                                                  474,116                458,547
                                                                                   ------------------     ------------------
                                                                                           6,251,575              6,032,096
    Less - Accumulated depreciation                                                        3,296,546              3,077,459
                                                                                   ------------------     ------------------
                                                                                           2,955,029              2,954,637
    Construction work in progress                                                            130,856                119,276
    Nuclear fuel, net of amortization                                                         61,935                 54,363
                                                                                   ------------------     ------------------
                                                                                           3,147,820              3,128,276
  Other property, plant and equipment, net of accumulated
    depreciation and amortization of $209,072 and $184,722, respectively                     571,487                357,758
                                                                                   ------------------     ------------------
                                                                                           3,719,307              3,486,034
                                                                                   ------------------     ------------------

----------------------------------------------------------------------------------------------------------------------------

Current assets:
  Cash and temporary cash investments                                                        148,415                113,669
  Accounts receivable:
    Customer, less allowance for doubtful accounts
      of $3,762 and $2,253, respectively                                                     122,895                 67,299
    Unbilled utility revenues                                                                124,515                 48,033
    Other, less allowance for doubtful accounts
      of $484 and $954, respectively                                                          45,829                 30,095
  Notes receivable, less allowance for doubtful
      accounts of $484 and $153, respectively                                                  9,968                  6,328
  Production fuel, at average cost                                                            46,627                 49,657
  Materials and supplies, at average cost                                                     55,930                 52,440
  Gas stored underground, at average cost                                                     41,359                 23,151
  Regulatory assets                                                                           29,348                 33,439
  Prepaid gross receipts tax                                                                  23,088                 20,864
  Other                                                                                       63,007                 41,011
                                                                                   ------------------     ------------------
                                                                                             710,981                485,986
                                                                                   ------------------     ------------------

----------------------------------------------------------------------------------------------------------------------------

Investments:
  Investment in available-for-sale securities of McLeodUSA Inc.                              569,951              1,123,790
  Investment in trading securities of McLeodUSA Inc.                                         220,912                      -
  Investments in unconsolidated foreign entities                                             507,655                198,055
  Nuclear decommissioning trust funds                                                        307,940                271,258
  Other                                                                                      132,203                 59,866
                                                                                   ------------------     ------------------
                                                                                           1,738,661              1,652,969
                                                                                   ------------------     ------------------

----------------------------------------------------------------------------------------------------------------------------

Other assets:
  Regulatory assets                                                                          270,779                263,610
  Deferred charges and other                                                                 294,038                187,084
                                                                                   ------------------     ------------------
                                                                                             564,817                450,694
                                                                                   ------------------     ------------------

----------------------------------------------------------------------------------------------------------------------------

Total assets                                                                              $6,733,766             $6,075,683
                                                                                   ==================     ==================

----------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>


                                      -53-
<PAGE>
<TABLE>
<CAPTION>
                                                     ALLIANT ENERGY CORPORATION
                                               CONSOLIDATED BALANCE SHEETS (Continued)

                                                                                                           December 31,
CAPITALIZATION AND LIABILITIES                                                                    2000                      1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>                        <C>
                                                                                                         (in thousands)
Capitalization (See Consolidated Statements of Capitalization):
  Common stock                                                                                      $790                      $790
  Additional paid-in capital                                                                     947,504                   942,408
  Retained earnings                                                                              818,162                   577,464
  Accumulated other comprehensive income                                                         271,867                   634,903
  Shares in deferred compensation trust                                                             (851)                        -
                                                                                   ----------------------    ----------------------
       Total common equity                                                                     2,037,472                 2,155,565
                                                                                   ----------------------    ----------------------

  Cumulative preferred stock of subsidiaries, net                                                113,790                   113,638
  Long-term debt (excluding current portion)                                                   1,910,116                 1,486,765
                                                                                   ----------------------    ----------------------
                                                                                               4,061,378                 3,755,968
                                                                                   ----------------------    ----------------------

-----------------------------------------------------------------------------------------------------------------------------------

Current liabilities:
  Current maturities and sinking funds                                                            92,477                    54,795
  Variable rate demand bonds                                                                      55,100                    55,100
  Commercial paper                                                                               283,885                   374,673
  Notes payable                                                                                   50,067                    50,046
  Other short-term borrowings                                                                    110,783                         -
  Accounts payable                                                                               296,959                   191,149
  Accrued taxes                                                                                   87,484                    78,825
  Other                                                                                          177,580                   129,037
                                                                                   ----------------------    ----------------------
                                                                                               1,154,335                   933,625
                                                                                   ----------------------    ----------------------

-----------------------------------------------------------------------------------------------------------------------------------

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                                                              931,675                 1,018,482
  Accumulated deferred investment tax credits                                                     67,364                    71,857
  Derivative liability                                                                           181,925                         -
  Environmental liabilities                                                                       64,532                    65,327
  Pension and other benefit obligations                                                           65,399                    61,988
  Other                                                                                          207,158                   168,436
                                                                                   ----------------------    ----------------------
                                                                                               1,518,053                 1,386,090
                                                                                   ----------------------    ----------------------

-----------------------------------------------------------------------------------------------------------------------------------

Commitments and contingencies (Note 11)

-----------------------------------------------------------------------------------------------------------------------------------

Total capitalization and liabilities                                                          $6,733,766                $6,075,683
                                                                                   ======================    ======================

-----------------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                      -54-
<PAGE>
<TABLE>
<CAPTION>
                                                      ALLIANT ENERGY CORPORATION
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                              Year Ended December 31,
                                                                                   2000                 1999               1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                 <C>                  <C>
                                                                                                  (in thousands)
Cash flows from operating activities:
  Net income                                                                    $398,662              $196,581              $96,675
  Adjustments to reconcile net income to net cash flows
    from operating activities:
    Depreciation and amortization                                                322,334               279,088              279,505
    Amortization of nuclear fuel                                                  18,933                17,494               17,869
    Amortization of deferred energy efficiency expenditures                       25,609                25,435               27,083
    Deferred tax expense (benefits) and investment tax (credits)                 115,045               (16,258)             (27,720)
    Gains on dispositions of assets, net                                         (43,148)              (61,667)              (6,505)
    Equity (income) loss from unconsolidated investments, net                    (19,138)               (3,008)               1,339
    Gain on reclassification of investments                                     (321,349)                    -                    -
    Cumulative effect of a change in accounting principle, net of tax            (16,708)                    -                    -
    Impairment of oil and gas properties                                               -                 3,276                9,678
    Impairment of regulatory assets                                                    -                     -                8,969
    Other                                                                         (1,114)               (1,240)              (2,451)
  Other changes in assets and liabilities:
    Accounts receivable                                                         (147,812)              (16,407)              15,349
    Gas stored underground                                                       (18,208)                2,862                6,351
    Accounts payable                                                             105,810               (13,148)              11,663
    Benefit obligations and other                                                 12,933                10,121               29,957
                                                                           --------------    ------------------   ------------------
       Net cash flows from operating activities                                  431,849               423,129              467,762
                                                                           --------------    ------------------   ------------------
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from (used for) financing activities:
    Common stock dividends declared                                             (157,964)             (156,489)            (140,679)
    Dividends payable                                                               (167)                   13              (15,458)
    Proceeds from issuance of common stock                                         1,069                36,491               33,832
    Net change in Resources' credit facility                                     181,652              (113,657)              70,492
    Proceeds from issuance of exchangeable senior notes                          402,500                     -                    -
    Proceeds from issuance of other long-term debt                               121,525               281,299               77,544
    Reductions in other long-term debt                                           (64,837)              (95,520)             (27,663)
    Net change in other short-term borrowings                                    156,990               169,587              (40,216)
    Other                                                                        (31,077)              (18,631)             (15,583)
                                                                           --------------    ------------------   ------------------
        Net cash flows from (used for) financing activities                      609,691               103,093              (57,731)
                                                                           --------------    ------------------   ------------------
------------------------------------------------------------------------------------------------------------------------------------
Cash flows used for investing activities:
    Construction and acquisition expenditures:
       Utility                                                                  (304,656)             (285,668)            (269,133)
       Non-regulated businesses and other                                       (761,808)             (192,905)            (102,925)
    Nuclear decommissioning trust funds                                          (22,100)              (22,100)             (20,305)
    Proceeds from dispositions of assets                                         111,509                93,443               16,677
    Other                                                                        (29,739)              (37,150)             (29,847)
                                                                           --------------    ------------------   ------------------
       Net cash flows used for investing activities                           (1,006,794)             (444,380)            (405,533)
                                                                           --------------    ------------------   ------------------
------------------------------------------------------------------------------------------------------------------------------------
Net increase in cash and temporary cash investments                               34,746                81,842                4,498
                                                                           --------------    ------------------   ------------------
------------------------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at beginning of period                       113,669                31,827               27,329
                                                                           --------------    ------------------   ------------------
------------------------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at end of period                            $148,415              $113,669              $31,827
                                                                           ==============    ==================   ==================
------------------------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information:
    Cash paid during the period for:
       Interest                                                                 $163,728              $130,214             $126,376
                                                                           ==============    ==================   ==================
       Income taxes                                                             $116,895              $141,150              $84,916
                                                                           ==============    ==================   ==================
    Noncash investing and financing activities:
       Capital lease obligations incurred                                        $20,419               $25,040               $1,426
                                                                           ==============    ==================   ==================
------------------------------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                      -55-
<PAGE>
<TABLE>
<CAPTION>
                                           ALLIANT ENERGY CORPORATION
                                    CONSOLIDATED STATEMENTS OF CAPITALIZATION

                                                                                            December 31,
                                                                                      2000                1999
------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                    <C>
                                                                             (in thousands, except share amounts)
Common equity:
  Common stock - $.01 par value - authorized 200,000,000 shares;
    outstanding 79,010,114 and 78,984,014 shares, respectively                           $790                $790
  Additional paid-in capital                                                          947,504             942,408
  Retained earnings                                                                   818,162             577,464
  Accumulated other comprehensive income                                              271,867             634,903
  Shares in deferred compensation trust - 28,825 shares
    at an average cost of $29.52 per share                                               (851)                  -
                                                                             -----------------   -----------------
        Total common equity                                                         2,037,472           2,155,565
                                                                             -----------------   -----------------
------------------------------------------------------------------------------------------------------------------
Cumulative preferred stock of subsidiaries, net  (Note 7(b))                          113,790             113,638
                                                                             -----------------   -----------------
------------------------------------------------------------------------------------------------------------------
Long-term debt:
    First Mortgage Bonds:
      4.75% variable rate at December 31, 1999, retired in 2000                             -               1,875
      8-5/8% to 9-1/8%, due 2001                                                       81,000              81,000
      7.75%, due 2004                                                                  62,000              62,000
      4.85% variable rate at December 31, 2000 to 7.6%, due 2005                       88,000              88,000
      7-1/4% to 8%, due 2007                                                           55,000              55,000
      5% variable rate at December 31, 2000, due 2014                                   8,500               8,500
      4.85% to 5.15% variable rate at December 31, 2000, due 2015                      30,600              30,600
      8-5/8%, due 2021                                                                 25,000              25,000
      7-5/8%, due 2023                                                                 94,000              94,000
      9.3%, due 2025                                                                   27,000              27,000
      8.6%, due 2027                                                                   90,000              90,000
                                                                             -----------------   -----------------
                                                                                      561,100             562,975
    Collateral Trust Bonds:
      7.65%, retired in 2000                                                                -              50,000
      7.25%, due 2006                                                                  60,000              60,000
      6-7/8%, due 2007                                                                 55,000              55,000
      6%, due 2008                                                                     50,000              50,000
      5.5% to 7.0%, due 2023                                                           69,400              69,400
                                                                             -----------------   -----------------
                                                                                      234,400             284,400
    Pollution Control Revenue Bonds:
      5.45% to 5.75%, retired in 2000                                                       -               1,196
      5.75%, due 2001 to 2002                                                           1,120               1,120
      5.10% to 5.75% at December 31, 2000, due 2003                                     5,080               5,080
      4.3% through 2003, due 2005 to 2008                                               4,950               4,950
      6.25%, due 2009                                                                   1,000               1,000
      4.05% through 2004 to 6.30% at December 31, 2000, due 2010                       16,550              16,550
      6.35%, due 2012                                                                   5,650               5,650
      4.2% through 2004, due 2013                                                       7,700               7,700
      4.25% through 2003, due 2023                                                     10,000              10,000
                                                                             -----------------   -----------------
                                                                                       52,050              53,246

    Other long-term debt:
      Credit facility (6.37% to 6.65% at December 31, 2000)                           320,500                   -
      Debentures, 5.7% to 7.0%, due 2007 to 2008                                      165,000             165,000
      Senior Debentures, 6-5/8% to 7-5/8%, due 2009 to 2010                           235,000             135,000
      Subordinated Deferrable Interest Debentures, 7-7/8%, due 2025                    50,000              50,000
      Senior notes, 7-3/8% to 8.59%, due 2004 to 2009                                 274,000             274,000
      Exchangeable senior notes, 7.25% through 2003, 2.5% thereafter, due 2030        402,500                   -
      Multifamily Housing Revenue Bonds, 5.05% to 7.55%, due 2001 to 2036              33,366              34,095
      Other, 0% to 11%, due 2001 to 2045                                               71,793              45,926
                                                                             -----------------   -----------------
                                                                                    2,399,709           1,604,642
                                                                             -----------------   -----------------
  Less:
    Current maturities                                                                (92,477)            (54,795)
    Variable rate demand bonds                                                        (55,100)            (55,100)
    Unamortized debt premium and (discount), net                                     (342,016)             (7,982)
                                                                             -----------------   -----------------
        Total long-term debt (excluding current portion)                            1,910,116           1,486,765
                                                                             -----------------   -----------------
------------------------------------------------------------------------------------------------------------------
Total capitalization                                                               $4,061,378          $3,755,968
                                                                             =================   =================
------------------------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                      -56-
<PAGE>
<TABLE>
<CAPTION>
                                                   ALLIANT ENERGY CORPORATION
                                      CONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
                                                                                          Accumulated    Shares in
                                                               Additional                   Other         Deferred       Total
                                                     Common     Paid-In     Retained     Comprehensive  Compensation    Common
                                                     Stock      Capital     Earnings     Income (Loss)     Trust        Equity
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>        <C>           <C>           <C>           <C>             <C>
                                                                                  (in thousands)
1998:
Beginning balance (a)                                 $765     $868,903     $581,376       $173,512          $-       $1,624,556
 Comprehensive income:
   Net income                                                                 96,675                                      96,675
   Other comprehensive income (loss):
     Unrealized losses on securities, net of tax (b)                                         (4,589)                      (4,589)
     Foreign currency translation adjustments                                                (7,062)                      (7,062)
     Minimum pension liability adjustment,
          net of tax of $808                                                                  1,156                        1,156
                                                                                                                      -----------
   Total comprehensive income                                                                                             86,180

 Common stock dividends                                                     (140,679)                                   (140,679)
 Common stock issued                                    11       36,263                                                   36,274
 Treasury stock                                                     (36)                                                     (36)
                                                  -----------  -----------  -----------  ------------- -------------  -----------
Ending balance                                         776      905,130      537,372        163,017           -        1,606,295

1999:
 Comprehensive income:
   Net income                                                                196,581                                     196,581
   Other comprehensive income (loss):
       Unrealized gains on securities:
          Unrealized holding gains arising
             during period, net of tax (b)                                                   499,668                     499,668
          Less: reclassification adjustmentfor gains
             included in net income, net of tax of $14,986                                    25,286                      25,286
                                                                                         -------------                -----------
       Net unrealized gains on securities                                                    474,382                     474,382
                                                                                         -------------                -----------
       Foreign currency translation adjustments                                               (2,496)                     (2,496)
                                                                                         -------------                -----------
   Total comprehensive income                                                                                             668,467

 Common stock dividends                                                     (156,489)                                    (156,489)
 Common stock issued                                    14       37,278                                                    37,292
                                                  -----------  -----------  -----------  ------------- -------------  -----------
Ending balance                                         790      942,408      577,464         634,903          -         2,155,565

2000:
 Comprehensive income:
   Net income                                                                398,662                                      398,662
   Other comprehensive income (loss):
       Unrealized losses on securities:
          Unrealized holding losses arising
             during period, net of tax (b)                                                  (105,292)                    (105,292)
          Less: adjustment for gain on reclassification
             of investments included in net income, net
             of tax of $134,053                                                              187,296                      187,296
          Less: reclassification adjustment for other gains
             included in net income, net of tax of $8,426                                     16,370                       16,370
                                                                                         -------------                -----------
       Net unrealized losses on securities                                                  (308,958)                    (308,958)
                                                                                         -------------                -----------
       Foreign currency translation adjustments                                              (50,400)                     (50,400)
                                                                                         -------------                -----------
       Unrealized losses on derivatives qualified as hedges:
          Unrealized holding losses arising during period due
              to cumulative effect of a change in accounting
              principle, net of tax of ($4,693)                                               (6,582)                     (6,582)
          Other unrealized holding losses arising during period,
              net of tax of ($2,560)                                                          (3,427)                     (3,427)
          Less: reclassification adjustment for losses included
              in net income, net of tax of ($4,502)                                           (6,331)                     (6,331)
                                                                                         -------------                -----------
       Net unrealized losses on qualifying derivatives                                        (3,678)                     (3,678)
                                                                                         -------------                -----------
   Total comprehensive income                                                                                             35,626

 Common stock dividends                                                     (157,964)                                   (157,964)
 Common stock issued                                              5,096                                      (851)         4,245
                                                  -----------  -----------  -----------  ------------- -------------  -----------
Ending balance                                        $790     $947,504     $818,162        $271,867        ($851)    $2,037,472
                                                  ===========  ===========  ===========  ============= =============  ===========
(a)The beginning accumulated other comprehensive income (loss) balance was related to:1) $174,688 of unrealized gains on securities,
net of tax; 2)($20)of foreign currency translation adjustments; and 3)($1,156) of minimum pension liability adjustment, net of tax.
(b)  Net of tax expense (benefit) of ($3,218), $351,314, and ($77,853) in 1998, 1999 and 2000, respectively.
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>
                                      -57-
<PAGE>

                        ALLIANT ENERGY CORPORATION
                        --------------------------
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ------------------------------------------

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)  General - The consolidated financial statements include the
accounts of Alliant Energy and its consolidated subsidiaries.  Alliant
Energy is an investor-owned public utility holding company, whose
primary subsidiaries are IESU, WP&L, IPC, Resources and Corporate
Services.  The utility subsidiaries are engaged principally in the
generation, transmission, distribution and sale of electric energy; the
purchase, distribution, transportation and sale of natural gas; and
water and steam services in Iowa, Wisconsin, Minnesota and Illinois.
Resources (through its numerous direct and indirect subsidiaries) has
established global partnerships to develop energy generation, delivery
and infrastructure in growing international markets.  Resources also has
domestic businesses including oil and gas operations, energy trading
partnerships, energy and environmental services, transportation services
and affordable housing companies.  Corporate Services is the subsidiary
formed to provide administrative services to Alliant Energy and its
subsidiaries as required under PUHCA.

The consolidated financial statements reflect investments in controlled
subsidiaries on a consolidated basis.  All significant intercompany
balances and transactions, other than certain energy-related
transactions affecting the utility subsidiaries, have been eliminated
from the consolidated financial statements.  Such energy-related
transactions are made at prices that approximate market value and the
associated costs are recoverable from customers through the rate making
process.  The financial statements are prepared in conformity with
accounting principles generally accepted in the U.S., which give
recognition to the rate making and accounting practices of FERC and
state commissions having regulatory jurisdiction.  The preparation of
the financial statements requires management to make estimates and
assumptions that affect: a) the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements; and b) the reported amounts of
revenues and expenses during the reporting period.  Actual results could
differ from those estimates.

Unconsolidated investments for which Alliant Energy has at least a 20
percent non-controlling voting interest are generally accounted for
under the equity method of accounting.  These investments are stated at
acquisition cost, increased or decreased for Alliant Energy's equity in
net income or loss, which is included in "Miscellaneous, net" in the
Consolidated Statements of Income and decreased for any dividends
received.  Investments that do not meet the criteria for consolidation
or the equity method of accounting are accounted for under the cost
method.

Certain prior period amounts have been reclassified on a basis
consistent with the current year presentation.  The 1999 "Non-regulated
and other" revenues and "Other operation and maintenance" expenses have
been reclassified in accordance with EITF 99-19, "Reporting Revenue
Gross as a Principal versus Net as an Agent," which was adopted in the
fourth quarter of 2000.  Such reclassifications had no impact on net
income.

(b)  Regulation - Alliant Energy is a registered public utility holding
company subject to regulation by the SEC under PUHCA.  The utility
subsidiaries are subject to regulation by FERC and their respective
state regulatory commissions (IUB, PSCW, MPUC and ICC).

(c)  Regulatory Assets - Alliant Energy is subject to the provisions of
SFAS 71, "Accounting for the Effects of Certain Types of Regulation,"
which provides that rate-regulated public utilities record certain costs
and credits allowed in the rate making process in different periods than
for non-regulated entities.  These are deferred as regulatory assets or
accrued as regulatory liabilities and are recognized in the Consolidated
Statements of Income at the time they are reflected in rates.  At
December 31, 2000 and 1999, regulatory assets of $300.1 million and
$297.0 million, respectively, were comprised of the following items (in
millions):

                                      -58-
<PAGE>

                                              2000     1999
                                             ------  -------
Tax-related (Note 1(d))                      $154.2  $156.1
Environmental liabilities (Note 11(e))         66.8    67.2
Energy efficiency program costs                51.6    53.1
Other                                          27.5    20.6
                                             ------  -------
                                             $300.1  $297.0
                                             ======  =======

If a portion of the utility subsidiaries' operations becomes no longer
subject to the provisions of SFAS 71 as a result of competitive
restructuring or otherwise, a write-down of related regulatory assets
would be required, unless some form of transition cost recovery is
established by the appropriate regulatory body that would meet the
requirements under generally accepted accounting principles for
continued accounting as regulatory assets during such recovery period.
In addition, each utility subsidiary would be required to determine any
impairment of other assets and write-down such assets to their fair
value.

(d)  Income Taxes - Alliant Energy follows the liability method of
accounting for deferred income taxes, which requires the establishment
of deferred tax assets and liabilities, as appropriate, for all
temporary differences between the tax basis of assets and liabilities
and the amounts reported in the financial statements.  Deferred taxes
are recorded using currently enacted tax rates.

Except as noted below, income tax expense includes provisions for
deferred taxes to reflect the tax effects of temporary differences
between the time when certain costs are recorded in the accounts and
when they are deducted for tax return purposes.  As temporary
differences reverse, the related accumulated deferred income taxes are
reversed to income.  Investment tax credits have been deferred and are
subsequently credited to income over the average lives of the related
property.  As part of the affordable housing and oil and gas production
businesses, Alliant Energy is eligible to claim certain tax credits.

Consistent with Iowa rate making practices for IESU and IPC, deferred
tax expense is not recorded for certain temporary differences (primarily
related to utility property, plant and equipment).  As the deferred
taxes become payable (over periods exceeding 30 years for some
generating plant differences) they are recovered through rates.
Accordingly, IESU and IPC have recorded deferred tax liabilities and
regulatory assets for certain temporary differences, as identified in
Note 1(c).  In Wisconsin, the PSCW has allowed rate recovery of deferred
taxes on all temporary differences since August 1991.  WP&L established
a regulatory asset associated with those temporary differences occurring
prior to August 1991 that will be recovered in future rates.

(e)  Common Shares Outstanding - Weighted average common shares
outstanding used to calculate basic and diluted earnings per share for
2000, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>

                               Weighted Average                                  2000                1999                1998
-----------------------------------------------------------------------    ---------------     ---------------     ---------------
<S>                                                                           <C>                 <C>                 <C>
Common shares outstanding - basic earnings per share calculation              79,002,643          78,352,186          76,912,219
Effect of dilutive securities                                                    190,134              42,961              16,412
Common shares - diluted earnings per share calculation                        79,192,777          78,395,147          76,928,631

</TABLE>

In 2000, 1999 and 1998, 1,358,597, 1,275,355 and 151,803 options,
respectively, to purchase shares of common stock, with average exercise
prices of $30.27, $30.55 and $31.48, respectively, were excluded from
the calculation of diluted earnings per share as the exercise prices
were greater than the average market price.

(f)  Temporary Cash Investments - Temporary cash investments are stated
at cost, which approximates market value, and are considered cash
equivalents for the Consolidated Balance Sheets and the Consolidated
Statements of Cash Flows.  These investments consist of short-term
liquid investments that have maturities of less than 90 days from the
date of acquisition.

                                      -59-
<PAGE>

(g)  Depreciation of Utility Property, Plant and Equipment - The utility
subsidiaries use a combination of remaining life and straight-line
depreciation methods as approved by their respective regulatory
commissions.  The remaining life of DAEC, of which IESU is a co-owner,
is based on the NRC license end-of-life of 2014.  The remaining life of
Kewaunee, of which WP&L is a co-owner, is based on the PSCW approved
revised end-of-life of 2010.  Depreciation expense related to the
decommissioning of DAEC and Kewaunee is discussed in Note 11(f).  The
average rates of depreciation for electric and gas properties,
consistent with current rate making practices, were as follows:
<TABLE>
<CAPTION>
                        IESU                                         WP&L                                        IPC
          -------------------------------------     ----------------------------------------    ------------------------------------
           2000          1999         1998             2000          1999          1998            2000         1999         1998
          ---------- ------------- ------------     ------------ ------------- -------------    ------------ ------------ ----------
<S>        <C>           <C>          <C>              <C>           <C>            <C>            <C>          <C>          <C>
Electric   3.5%          3.5%         3.5%             3.6%          3.6%           3.6%           3.5%         3.6%         3.6%
Gas        3.5%          3.5%         3.5%             4.1%          3.9%           3.8%           3.6%         3.6%         3.4%

</TABLE>

(h)  Property, Plant and Equipment - Utility plant (other than
acquisition adjustments) is recorded at original cost, which includes
overhead and administrative costs and AFUDC.  At December 31, 2000 and
1999, IESU had $24.4 million and $25.6 million, respectively, of
acquisition adjustments, net of accumulated amortization, included in
utility plant ($5.5 million and $5.7 million, respectively, of such
balances are currently being recovered in IESU's rates).  The aggregate
gross AFUDC recovery rates, computed in accordance with the prescribed
regulatory formula, were as follows:
<TABLE>
<CAPTION>
                  2000                    1999                   1998
            ------------------     -------------------     -------------------
<S>               <C>                   <C>                     <C>
IESU              6.6%                  7.9%                    8.9%
WP&L             10.8%                  5.4%                    5.2%
IPC               6.5%                  5.3%                    7.0%

</TABLE>


Other property, plant and equipment is recorded at original cost.  Upon
retirement or sale of other property and equipment, the cost and related
accumulated depreciation are removed from the accounts and any gain or
loss is included in "Miscellaneous, net" in the Consolidated Statements
of Income.  Ordinary retirements of utility plant, including removal
costs less salvage value, are charged to accumulated depreciation upon
removal from utility plant accounts and no gain or loss is recognized.

(i)  Operating Revenues - Alliant Energy accrues revenues for services
rendered but unbilled at month-end.  In 2000 and 1999, Alliant Energy
recorded increases of $10 million (WP&L) and $9 million (IESU and IPC),
respectively, in the estimate of utility services rendered but unbilled
at month-end due to the implementation of refined estimation processes.

(j)  Utility Fuel Cost Recovery - IESU's and IPC's tariffs provide for
subsequent adjustments to their electric and natural gas rates for
changes in the cost of fuel, purchased energy and natural gas purchased
for resale.  Changes in the under/over collection of these costs are
reflected in "Electric and steam production fuels" and "Cost of utility
gas sold" in the Consolidated Statements of Income.  The cumulative
effects are reflected on the Consolidated Balance Sheets as a current
asset or current liability, pending automatic reflection in future
billings to customers.  At IESU and IPC, purchased-power capacity costs
are not recovered from electric customers through EACs.  Recovery of
these costs must be addressed in base rates in a formal rate proceeding.

WP&L's retail electric rates are based in part on forecasted fuel and
purchased-power costs.  Under PSCW rules, WP&L can seek emergency rate
increases if the annual costs are more than 3 percent higher than the
estimated costs used to establish rates.  WP&L has a gas performance
incentive which includes a sharing mechanism whereby 40 percent of all
gains and losses relative to current commodity prices, as well as other
benchmarks, are retained by WP&L, with the remainder refunded to or
recovered from customers.

                                      -60-
<PAGE>

(k)  Nuclear Refueling Outage Costs - The IUB allows IESU to collect, as
part of its base revenues, funds to offset other operation and
maintenance expenditures incurred during refueling outages at DAEC.  As
these revenues are collected, an equivalent amount is charged to other
operation and maintenance expense with a corresponding credit to a
reserve.  During a refueling outage, the reserve is reversed to offset
the refueling outage expenditures.  Operating expenses incurred during
refueling outages at Kewaunee are expensed by WP&L as incurred.  The
next scheduled refueling outages at DAEC and Kewaunee are anticipated to
commence in Spring 2001 and Fall 2001, respectively.

(l)  Nuclear Fuel - Nuclear fuel for DAEC is leased.  Annual nuclear
fuel lease expenses include the cost of fuel, based on the quantity of
heat produced for the generation of electricity, plus the lessor's
interest costs related to fuel in the reactor and administrative
expenses.  Nuclear fuel for Kewaunee is recorded at its original cost
and is amortized to expense based upon the quantity of heat produced for
the generation of electricity.  This accumulated amortization assumes
spent nuclear fuel will have no residual value.  Estimated future
disposal costs of such fuel are expensed based on kilowatt-hours
generated.

(m)  Translation of Foreign Currency - Assets and liabilities of
international investments, where the local currency is the functional
currency, have been translated at year-end exchange rates and related
income statement results have been translated using average exchange
rates prevailing during the year.  Adjustments resulting from
translation have been recorded in other comprehensive income.

(n)  Derivative Financial Instruments - Alliant Energy uses derivative
financial instruments to hedge exposures to fluctuations in interest
rates, certain commodity prices and volatility in a portion of natural
gas sales volumes due to weather.  Alliant Energy also utilizes
derivatives to mitigate the equity price volatility associated with
certain investments in equity securities.  Alliant Energy does not use
such instruments for speculative purposes.  In accordance with SFAS 133,
as amended by SFAS 138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities - an Amendment of SFAS 133," the fair
value of all derivatives are recorded as assets or liabilities on the
Consolidated Balance Sheets and gains and losses related to derivatives
that are designated as, and qualify as hedges, are recognized in
earnings when the underlying hedged item or physical transaction is
recognized in income.  Gains and losses related to derivatives that do
not qualify for, or are not designated in hedge relationships, are
recognized in earnings immediately.  Alliant Energy has a number of
commodity purchase and sales contracts for both capacity and energy that
have been designated, and qualify for, the normal purchase and sale
exception in SFAS 138.  Based on this designation, these contracts are
not accounted for as derivative instruments.

Alliant Energy is exposed to losses related to financial instruments in
the event of counterparties' nonperformance.  Alliant Energy has
established controls to determine and monitor the creditworthiness of
counterparties in order to mitigate its exposure to counterparty credit
risk.  Alliant Energy is not aware of any counterparties that will fail
to meet their obligations.

Refer to Note 10 for further discussion of Alliant Energy's derivative
financial instruments.

(2)  MERGER
In April 1998, IES, WPLH and IPC completed a merger resulting in Alliant
Energy.  The merger was accounted for as a pooling of interests and the
accompanying Consolidated Financial Statements, along with the related
notes, are presented as if the companies were combined as of the
earliest period presented.

In association with the merger, Alliant Energy eliminated 167 positions
in 1998 and recorded $15 million of expenses during 1998 in "Other
operation and maintenance" expense related to the employee separation
benefits to be paid to the impacted employees.  The bulk of the
positions eliminated were administrative in nature and resulted from no
longer needing certain duplicative positions given the consolidation of
the three companies.  The departure dates for the impacted employees
varied based on the need for their services during the transition period
as well as certain other factors.  The balance of the accrual at
December 31, 2000 and 1999 was $0 and $1.0 million, respectively.  As of
December 31, 1999, all of the terminated employees had actually left the
organization.  The balance remaining in the accrued liability at
December 31, 1999 related to payments to certain terminated executives

                                      -61-
<PAGE>

that were being paid out over an 18 to 36 month period pursuant to the
terms of their respective severance agreements.  The only significant
adjustments made to the liability after the initial accrual were to
reflect the actual payments of the employee separation benefits.

In association with the merger, Alliant Energy entered into a three-year
consulting agreement, which expires in the second quarter of 2001, with
Wayne Stoppelmoor, the Chief Executive Officer of IPC prior to the
consummation of the merger.  Under the terms of the agreement, Mr.
Stoppelmoor, who was also Vice Chairman of Alliant Energy's Board of
Directors until April 2000, receives annual fees of $324,500, $324,500
and $200,000 for his services during the respective periods of the
agreement.

(3)  LEASES
IESU has a capital lease covering its 70 percent undivided interest in
nuclear fuel purchased for DAEC.  Annual nuclear fuel lease expenses
(included in "Electric and steam production fuels" in the Consolidated
Statements of Income) for 2000, 1999 and 1998 were $16.0 million, $12.7
million and $14.2 million, respectively.  Alliant Energy's operating
lease rental expenses for 2000, 1999 and 1998 were $25.2 million, $24.6
million and  $21.6 million, respectively.  Alliant Energy's future
minimum lease payments are as follows (in millions):

<TABLE>
<CAPTION>

                                                                                                 Less: amount     Present value of
                                                                                                 representing    net minimum capital
                     2001      2002       2003      2004      2005      Thereafter     Total        interest        lease payments
                   --------- ---------- --------- --------- ---------- ------------- ----------- ----------------- -----------------
<S>                  <C>        <C>       <C>       <C>        <C>        <C>          <C>             <C>                 <C>
Operating leases     $29.8      $33.3     $31.9     $29.6      $26.7      $99.4        $250.7         N/A                 N/A

Capital leases        18.2       12.4       7.9       7.3        3.3        3.2          52.3         $6.2               $46.1


</TABLE>

(4)  UTILITY ACCOUNTS RECEIVABLE
Utility customer accounts receivable, including unbilled revenues, arise
primarily from the sale of electricity and natural gas.  At December 31,
2000 and 1999, the utility subsidiaries were serving a diversified base
of residential, commercial and industrial customers and did not have any
significant concentrations of credit risk.

Similar accounts receivable financing arrangements exist through 2001
for IESU and WP&L, in which they may sell up to a combined maximum
amount of $215 million of accounts receivable to a financial institution
on a limited recourse basis.  Accounts receivable sold include
receivables arising from sales to customers and to other public,
municipal and cooperative utilities, as well as from billings to the
co-owners of the jointly-owned electric generating plants operated by
IESU and WP&L.  Alliant Energy receives a fee for billing and collection
functions, which remain the responsibility of the respective utilities,
that approximates fair value.  In 2000, 1999 and 1998, Alliant Energy
received approximately $1.6 billion, $1.5 billion and $1.8 billion,
respectively, in aggregate proceeds from these facilities.  IESU and
WP&L use proceeds from the sale of accounts receivable and unbilled
revenues to finance a portion of their long-term cash needs.  Included
in the Consolidated Statements of Income for 2000, 1999 and 1998, were
fees associated with these sales of $9.0 million, $7.1 million and $8.7
million, respectively.


                                      -62-
<PAGE>

(5)  INCOME TAXES
The components of federal and state income taxes for Alliant Energy for
the years ended December 31 were as follows (in millions):

                                              2000      1999      1998
                                           ---------  --------  --------
Current tax expense                         $136.9     $146.1     $95.0
Deferred tax expense (benefit)               119.5      (10.8)    (22.2)
Amortization of investment tax credits        (4.5)      (5.5)     (5.6)
Affordable housing tax credits                (6.9)      (5.9)     (6.6)
Oil, gas and alternative fuel credits         (6.2)      (3.4)     (2.5)
                                           ---------  --------  --------
                                            $238.8     $120.5     $58.1
                                           =========  ========  ========

Included in "Cumulative effect of a change in accounting principle, net
of tax" in the Consolidated Statements of Income is $9.8 million of
income tax expense related to the adoption of SFAS 133 on July 1, 2000.
The overall effective income tax rates shown below for the years ended
December 31 were computed by dividing total income tax expense by income
before income taxes and preferred dividend requirements of subsidiaries.
<TABLE>
<CAPTION>
                                                                             2000                1999                  1998
                                                                        ----------------     ----------------     ---------------
<S>                                                                          <C>                  <C>                   <C>
Statutory federal income tax rate                                            35.0%                35.0%                 35.0%
    State income taxes, net of federal benefits                               6.7                  6.4                   8.0
    Affordable housing tax credits                                           (1.1)                (1.9)                 (4.1)
    Amortization of investment tax credits                                   (0.9)                (1.7)                 (3.4)
    Adjustment of prior period taxes                                         (1.0)                (1.7)                 (0.4)
    Merger expenses                                                           --                   --                    2.4
    Oil, gas and alternative fuel credits                                    (1.0)                (1.0)                 (1.6)
    Property donation                                                         --                  (0.3)                 (1.5)
    Effect of rate making on property related differences                     0.8                  2.2                   1.8
    Other items, net                                                         (0.4)                 0.2                  (0.2)
                                                                        ----------------     ----------------     ---------------
Overall effective income tax rate                                            38.1%                37.2%                 36.0%
                                                                        ================     ================     ===============
</TABLE>

The accumulated deferred income tax (assets) and liabilities included on
the Consolidated Balance Sheets at December 31 arise from the following
temporary differences (in millions):

                     2000       1999
                    --------  ---------
Property related     $673.6    $669.5
McLeod investment     318.5     455.1
Other                 (60.4)   (106.1)
                    --------  ---------
                     $931.7   $1,018.5
                    ========  =========

As of December 31, 2000 and 1999, Alliant Energy had not recorded U.S.
tax provisions of approximately $4.4 million and $1.4 million,
respectively, relating to approximately $12.6 million and $4.1 million,
respectively, of unremitted earnings from foreign investments as these
earnings are expected to be reinvested indefinitely.

(6)  BENEFIT PLANS
(a)  Pension Plans and Other Postretirement Benefits - Alliant Energy
has several non-contributory defined benefit pension plans that cover
substantially all of its employees.  Benefits are based on the
employees' years of service and compensation.  Alliant Energy also
provides certain postretirement health care and life benefits to
eligible retirees.  In general, the health care plans are contributory
with participants' contributions adjusted annually and the life
insurance plans are non-contributory.


                                      -63-
<PAGE>

The weighted-average assumptions as of the measurement date of September
30 are as follows:
<TABLE>
<CAPTION>
                                                      Qualified Pension Benefits                  Other Postretirement Benefits
                                             -------------------------------------------  ------------------------------------------
                                                2000            1999           1998          2000           1999           1998
                                             ------------  ---------------  ------------  ------------  -------------  -------------
<S>                                            <C>             <C>             <C>           <C>           <C>            <C>
Discount rate                                  8.00%           7.75%           6.75%         8.00%         7.75%          6.75%
Expected return on plan assets                   9%              9%             9%            9%             9%             9%
Rate of compensation increase                 3.5-4.5%        3.5-4.5%       3.5-4.5%        3.5%           3.5%           3.5%
Medical cost trend on covered charges:
   Initial trend range                          N/A             N/A             N/A           9%             7%             8%
   Ultimate trend range                         N/A             N/A             N/A           5%             5%            5-6%

 </TABLE>


The components of Alliant Energy's qualified pension benefits and other
postretirement benefits costs are as follows (in millions):


<TABLE>
<CAPTION>
                                                Qualified Pension Benefits                  Other Postretirement Benefits
                                        -------------------------------------------    ----------------------------------------
                                            2000            1999           1998          2000           1999           1998
                                        -------------    ------------    ----------    ----------     ----------     ----------
<S>                                        <C>              <C>            <C>           <C>             <C>            <C>
Service cost                               $11.1            $12.8          $13.8         $3.7            $5.5           $5.1
Interest cost                               36.7             35.6           35.4          9.8            10.4            9.7
Expected return on plan assets             (45.7)           (46.2)         (47.2)        (5.3)           (5.0)          (3.7)
Amortization of:
   Transition obligation (asset)            (2.4)            (2.4)          (2.4)         3.9             4.3            4.7
   Prior service cost                        2.6              2.5            2.8         (0.3)           (0.3)          (0.3)
   Actuarial loss (gain)                    (1.0)             0.2           (0.9)        (1.9)           (0.8)          (1.2)
                                        -------------    ------------    ----------    ----------     ----------     ----------
Total                                       $1.3             $2.5           $1.5         $9.9           $14.1          $14.3
                                        =============    ============    ==========    ==========     ==========     ==========
</TABLE>

During 1998, Alliant Energy recognized an additional $10.3 million of
costs in accordance with SFAS 88, "Employers' Accounting for Settlements
and Curtailments of Defined Benefit Pension Plans and for Termination
Benefits," for severance and early retirement programs.  In addition,
during 1999 and 1998, Alliant Energy recognized $0.5 million and $10.2
million, respectively, of curtailment charges relating to Alliant
Energy's other postretirement benefits.

The assumed medical trend rates are critical assumptions in determining
the service and interest cost and accumulated postretirement benefit
obligation related to postretirement benefit costs.  A one percent
change in the medical trend rates for 2000, holding all other
assumptions constant, would have the following effects (in millions):
<TABLE>
<CAPTION>
                                                                       1 Percent      1 Percent
                                                                        Increase       Decrease
                                                                     -------------  -------------
<S>                                                                      <C>           <C>
Effect on total of service and interest cost components                  $1.6          ($1.4)
Effect on postretirement benefit obligation                             $11.4         ($10.3)
</TABLE>

                                      -64-
<PAGE>

A reconciliation of the funded status of Alliant Energy's plans to the
amounts recognized on Alliant Energy's Consolidated Balance Sheets at
December 31 is presented below (in millions):
<TABLE>
<CAPTION>
                                                       Qualified Pension Benefits             Other Postretirement Benefits
                                                     ----------------------------------    --------------------------------------
                                                          2000                1999               2000                  1999
                                                     --------------     ---------------    ----------------     -----------------
<S>                                                      <C>                  <C>                <C>                   <C>
Change in benefit obligation:
  Net benefit obligation at beginning of year             $481.0             $528.4             $127.8               $153.3
  Service cost                                              11.1               12.8                3.7                  5.5
  Interest cost                                             36.7               35.6                9.8                 10.4
  Plan participants' contributions                          --                 --                  1.6                  1.5
  Plan amendments                                            3.6               --                 (3.8)                (2.5)
  Actuarial loss (gain)                                    (13.8)             (60.7)               2.4                (29.9)
  Curtailments                                              --                 --                 --                   (0.3)
  Gross benefits paid                                      (35.0)             (35.1)             (10.8)               (10.2)
                                                     --------------     ---------------    ----------------     -----------------
    Net benefit obligation at end of year                  483.6              481.0              130.7                127.8
                                                     --------------     ---------------    ----------------     -----------------

Change in plan assets:
  Fair value of plan assets at beginning of year           525.9              506.3               68.3                 55.1
  Actual return on plan assets                              63.1               54.7                8.7                  8.2
  Employer contributions                                     2.3               --                 15.2                 13.6
  Plan participants' contributions                          --                 --                  1.6                  1.6
  Gross benefits paid                                      (35.0)             (35.1)             (10.8)               (10.2)
                                                     --------------     ---------------    ----------------     -----------------
    Fair value of plan assets at end of year               556.3              525.9               83.0                 68.3
                                                     --------------     ---------------    ----------------     -----------------

Funded status at end of year                                72.7               44.9              (47.7)               (59.5)
Unrecognized net actuarial gain                            (69.2)             (39.0)             (38.3)               (39.3)
Unrecognized prior service cost                             24.2               23.2               (1.2)                (1.5)
Unrecognized net transition obligation (asset)              (5.8)              (8.2)              44.8                 52.4
                                                     --------------     ---------------    ----------------     -----------------
    Net amount recognized at end of year                   $21.9              $20.9             ($42.4)              ($47.9)
                                                     ==============     ===============    ================     =================

Amounts recognized on the Consolidated
  Balance Sheets consist of:
    Prepaid benefit cost                                   $41.8              $39.1               $1.6                 $0.6
    Accrued benefit cost                                   (19.9)             (18.2)             (44.0)               (48.5)
                                                     --------------     ---------------    ----------------     -----------------
     Net amount recognized at measurement date              21.9               20.9              (42.4)               (47.9)
                                                     --------------     ---------------    ----------------     -----------------

Contributions paid after 9/30 and prior to 12/31            --                 --                  1.5                  6.9
                                                     --------------     ---------------    ----------------     -----------------
    Net amount recognized at 12/31                         $21.9              $20.9             ($40.9)              ($41.0)
                                                     ==============     ===============    ================     =================
</TABLE>

The benefit obligation and fair value of plan assets for the
postretirement welfare plans with benefit obligations in excess of plan
assets were $124.5 million and $73.2 million, respectively, as of
September 30, 2000 and $121.3 million and $58.7 million, respectively,
as of September 30, 1999.  The projected benefit obligation, accumulated
benefit obligation and fair value of plan assets for the pension plans
with benefit obligations in excess of plan assets were $231.4 million,
$225.9 million and $219.8 million, respectively, as of September 30,
1999.  As of September 30, 2000, there were no pension plans with
benefit obligations in excess of plan assets.

Alliant Energy sponsors several non-qualified pension plans that cover
certain current and former officers.  At December 31, 2000 and 1999, the
funded balances of such plans totaled approximately $5 million.  Alliant
Energy's pension benefit obligation under these plans was $26.2 million
and $28.0 million at December 31, 2000 and 1999, respectively.  Alliant
Energy's pension expense under these plans was $3.6 million, $2.5
million, and $4.5 million in 2000, 1999 and 1998, respectively.


                                      -65-
<PAGE>

In 2000, Alliant Energy revised its deferred compensation plans allowing
certain key employees and directors to defer payment of part or all of
their current compensation in that participants can now elect to
allocate their deferred compensation among a company stock account or an
interest account, which are held in grantor trusts.  At December 31,
2000, the value of the trusts totaled approximately $1 million.

A significant number of Alliant Energy employees also participate in
defined contribution pension plans (401(k) plans).  Alliant Energy's
contributions to the plans, which are based on the participants' level
of contribution, were $8.1 million, $7.4 million, and $7.7 million in
2000, 1999 and 1998, respectively.

(b)  Long-Term Equity Incentive Plan - Alliant Energy has a long-term
equity incentive plan that permits the grant of non-qualified stock
options, incentive stock options, restricted stock, performance shares
and performance units to key employees.  As of December 31, 2000,
non-qualified stock options, restricted stock, performance shares and
performance units had been granted.  The maximum number of shares of
Alliant Energy common stock that may be issued under the plan is 3.8
million.

Options granted to date under the plan were granted at the fair market
value of the shares on the date of grant, vest over three years and
expire no later than 10 years after the grant date with the exception of
participants that retire.  Options become fully vested upon retirement
and remain exercisable at any time prior to their expiration date, or
for three years after the effective date of the retirement, whichever
period is shorter.  Participants' options that are not vested become
forfeited when participants leave Alliant Energy and their vested
options expire after three months.  A summary of the stock option
activity for 2000, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
                                               2000                            1999                            1998
                                   -----------------------------   -----------------------------    ----------------------------
                                                     Weighted                        Weighted                        Weighted
                                                     Average                         Average                         Average
                                                     Exercise                        Exercise                        Exercise
                                       Shares         Price            Shares         Price             Shares        Price
                                   -----------------------------   -----------------------------    ----------------------------
<S>                                    <C>              <C>               <C>           <C>              <C>           <C>
Outstanding at beginning of year       1,543,028        $30.32            751,084       $30.83           191,800       $28.98
Options granted                          899,094         28.59            824,564        29.88           636,451        31.32
Options exercised                        (15,486)        30.03                 --        --               (8,900)       28.59
Options forfeited                       (160,774)        29.90            (32,620)       30.55           (68,267)       30.49
                                   -----------------------------   -----------------------------    ----------------------------
Outstanding at end of year             2,265,862        $29.67          1,543,028       $30.32           751,084       $30.83
                                   =============================   =============================    ============================
Exercisable at end of year               962,073        $30.12            333,782       $30.80            38,250       $27.50

</TABLE>

The range of exercise prices for the options outstanding at December 31,
2000 was $27.50 to $31.56.  The value of the options using the
Black-Scholes pricing method was as follows:
<TABLE>
<CAPTION>
                                                          2000                1999               1998
                                                     --------------     ---------------     --------------
<S>                                                       <C>                <C>                 <C>
Value of options based on Black-Scholes model             $7.71              $4.71               $4.93
Volatility                                                32.7%              20.2%                21%
Risk free interest rate                                   5.7%                5.8%               5.8%
Expected life                                           10 years            10 years           10 years
Expected dividend yield                                   6.3%                6.7%               7.0%
</TABLE>

Alliant Energy follows APB 25, "Accounting for Stock Issued to
Employees," to account for stock options.  No compensation cost is
recognized because the option exercise price is equal to the market
price of the underlying stock on the date of grant.  Had compensation
cost for the plan been determined based on the Black-Scholes value at
the grant dates for awards as prescribed by SFAS 123 "Accounting for
Stock-Based Compensation," pro forma net income and earnings per share
would have been:

                                      -66-
<PAGE>

<TABLE>
<CAPTION>
                                                      2000              1999              1998
                                                  -------------     -------------     -------------
<S>                                                   <C>               <C>               <C>
Pro forma net income (in millions)                    $391.7            $192.7            $93.5
Pro forma earnings per share (basic)                     4.96              2.46             1.22
Pro forma earnings per share (diluted)                   4.95              2.46             1.22
</TABLE>

In 1999, 65,752 shares of restricted stock with a three-year restriction
period were awarded, 62,490 of which were outstanding at December 31,
2000.  Any unvested shares of restricted stock become fully vested upon
retirement.  Participants' unvested restricted stock becomes forfeited
when the participant leaves Alliant Energy.  Compensation cost, which is
recognized over the three-year restriction period, was $0.6 million and
$0.4 million in 2000 and 1999, respectively.

The payout to key employees of Corporate Services for performance shares
is contingent upon achievement over a three-year period of specified
earnings per share growth and specified levels of total return to
shareowners of Alliant Energy compared with an investor-owned utility
peer group.  The payout to key employees of Resources for performance
shares is contingent upon achievement over a three-year period of
specified earnings per share growth.  Performance shares are paid out in
shares of Alliant Energy's common stock or a combination of cash and
stock and are modified by a performance multiplier, which ranges from 0
to 2, based on the three-year average performance criteria.  Performance
shares have an intrinsic value equal to the market price of a share on
the date of grant.  Prior to 1998, performance units had been granted
which represent accumulated dividends on the shares underlying the
non-qualified stock options based on the annual dividend rate at the
grant date.  As of December 31, 2000, there were no performance units
outstanding.  Pursuant to APB 25, Alliant Energy accrues expenses for
performance shares and performance units over the three-year period the
services are performed and recognized $0.4 million, $1.6 million and
$0.2 million of expense in 2000, 1999 and 1998, respectively.

(7)  COMMON AND PREFERRED STOCK
(a)  Common Stock - During 2000, 1999 and 1998, Alliant Energy issued
26,100 shares; 1,353,971 shares and 890,035 shares, respectively, of
common stock under its various stock plans.  In addition, 260,039 shares
were issued in 1998 in connection with the acquisition of oil and gas
properties.  Pursuant to the Shareowner Direct Plan, beginning in
January 2000, Alliant Energy obtained shares of Alliant Energy common
stock on the open market, rather than through original issue.  At
December 31, 2000 and 1999, Alliant Energy had a total of 5.0 million
and 7.0 million shares, respectively, available for issuance pursuant to
its Shareowner Direct Plan, LTEIP and 401(k) Savings Plan.

Alliant Energy has a Shareowner Rights Plan whereby rights will be
exercisable only if a person or group acquires, or announces a tender
offer to acquire, 15 percent or more of Alliant Energy's common stock.
Each right will initially entitle shareowners to buy one-half of one
share of Alliant Energy's common stock.  The rights will only be
exercisable in multiples of two at an initial price of $95.00 per full
share, subject to adjustment.  If any shareowner acquires 15 percent or
more of the outstanding common stock of Alliant Energy, each right
(subject to limitations) will entitle its holder to purchase, at the
right's then current exercise price, a number of common shares of
Alliant Energy or of the acquirer having a market value at the time of
twice the right's per full share exercise price.  The Board of Directors
is also authorized to reduce the 15 percent ownership threshold to not
less than 10 percent.

Alliant Energy's utility subsidiaries each have common stock dividend
restrictions based on their respective bond indentures and articles of
incorporation, and restrictions on the payment of common stock dividends
commonly found with preferred stock.  In addition, at IESU and IPC their
ability to pay common stock dividends is restricted based on
requirements associated with sinking funds.  WP&L's common stock
dividends are restricted to the extent that such dividend would reduce
the common stock equity ratio to less than 25 percent.  Also the PSCW
ordered that it must approve the payment of dividends by WP&L to Alliant
Energy that are in excess of the level forecasted in the rate order
($58.3 million), if such dividends would reduce WP&L's average common
equity ratio below 52.00 percent of total capitalization.  The dividends
paid by WP&L to Alliant Energy since the rate order was issued have not
exceeded such level.


                                      -67-
<PAGE>

In 2000, 12 non-employee directors received up to $20,000 each in
Alliant Energy common stock as part of the director's compensation
program, for total of approximately $222,000.  In 1999, matching
contributions of $2,500 each were made to nine non-employee directors.

(b)  Preferred Stock - In 1993, IPC issued 545,000 shares of 6.40%, $50
par value preferred stock with a final redemption date of May 1, 2022.
Under the provisions of the mandatory sinking fund, beginning in 2003,
IPC is required to redeem annually $1.4 million, or 27,250 shares of the
preferred stock.

The carrying value of Alliant Energy's cumulative preferred stock at
December 31, 2000 and 1999 was $114 million.  The fair market value,
based upon the market yield of similar securities and quoted market
prices, at December 31, 2000 and 1999 was $90 million and $97 million,
respectively.  Information related to Alliant Energy's cumulative
preferred stock of subsidiaries, net at December 31 was as follows:
<TABLE>
<CAPTION>
                                                                                            2000               1999
                                                                                        --------------    ---------------
                                                                                                 (in thousands)
  Par/Stated     Authorized        Shares                               Mandatory
    Value          Shares       Outstanding          Series             Redemption
     <S>           <C>               <C>             <C>                   <C>                  <C>               <C>
     $100            *            449,765         4.40% - 6.20%             No                $44,977           $44,977
      $25            *            599,460             6.50%                 No                 14,986            14,986
      $50         466,406         366,406         4.30% - 6.10%             No                 18,320            18,320
      $50            **           216,381         4.36% - 7.76%             No                 10,819            10,819
      $50            **           545,000             6.40%           $53.20 / share           27,250            27,250
                                                                                        --------------    ---------------
                                                                                              116,352           116,352
    Less:  unamortized expenses                                                                (2,562)           (2,714)
                                                                                        --------------    ---------------
                                                                                             $113,790          $113,638
                                                                                        ==============    ===============
</TABLE>
 *  3,750,000 authorized shares in total.  **  2,000,000 authorized
    shares in total.

(8)  DEBT
(a)  Short-Term Debt - To provide short-term borrowing flexibility and
security for commercial paper outstanding, Alliant Energy and its
subsidiaries maintain bank lines of credit, of which most require a
fee.  The utility subsidiaries participate in a utility money pool,
which is funded, as needed, through the issuance of commercial paper by
Alliant Energy.  Interest expense and other fees are allocated based on
borrowed amounts.  The PSCW has restricted WP&L from lending money to
non-utility affiliates and non-Wisconsin utilities.  As a result, WP&L
can only borrow money from the utility money pool.  As of December 31,
2000, IESU, WP&L and IPC had money pool borrowings of $101.1 million,
$29.2 million and $68.2 million, respectively.  As of December 31, 1999,
IESU, WP&L and IPC had money pool borrowings of $56.9 million, $125.7
million and $39.2 million, respectively.  Information regarding
short-term debt and lines of credit are as follows (dollars in
millions):
<TABLE>
<CAPTION>
                                                 2000                  1999                  1998
                                             ---------------     -----------------     -----------------
<S>                                             <C>                     <C>                      <C>
As of year end:
   Commercial paper outstanding                    $283.9               $374.7                 $64.5
   Discount rates on commercial paper            6.4-6.7%             5.6-6.5%              5.1-6.6%
   Notes payable outstanding                        $50.1                $50.0                 $51.8
   Interest rates on notes payable                   6.5%                 6.3%              5.4-7.0%

For the year ended:
   Average amount of short-term debt
      (based on daily outstanding balances)        $236.4               $185.9                $126.6
   Average interest rate on short-term debt          6.5%                 5.4%                  5.6%

</TABLE>

                                      -68-
<PAGE>

(b)  Long-Term Debt - IESU's indentures securing its First Mortgage
Bonds and its Collateral Trust Bonds constitute direct first mortgage
liens and a second lien while First Mortgage Bonds remain outstanding,
respectively, upon substantially all tangible public utility property.
Substantially all of WP&L's and IPC's utility plant is secured by their
First Mortgage Bonds.  WP&L and IESU also maintain unsecured indentures
relating to the issuance of debt securities.

Resources is party to a three-year credit agreement with various banking
institutions that extends through October 2003, with one-year extensions
available upon agreement by the parties.  Unused borrowing availability
under this agreement is also used to support Resources' commercial paper
program.  A combined maximum of $450 million of borrowings under this
agreement and the commercial paper program may be outstanding at any one
time.  Interest rates are based on quoted market prices and maturities
are set at the time of borrowing and are less than one year.  At
December 31, 2000, Resources had $321 million of commercial paper
outstanding backed by this facility with interest rates ranging from
6.37%-6.65%.  Resources intends to continue issuing commercial paper
backed by this facility and no conditions existed at December 31, 2000
that would prevent the issuance of commercial paper or direct borrowings
on its bank lines.

In February 2000, Resources completed a private placement of $402.5
million of exchangeable senior notes due 2030, with a stated interest
rate of 7.25% through February 2003 and 2.5% thereafter.  The notes are
exchangeable for cash based upon a percentage of the value of McLeod
Class A Common Stock.  Alliant Energy has agreed to fully and
unconditionally guarantee the payment of principal and interest on the
exchangeable senior notes.  The proceeds were used to repay commercial
paper issued to capitalize Resources' wholly-owned exempt
telecommunications company and, indirectly through an internal transfer
of assets, to assist in funding the January 2000 investment in Brazil,
as well as for general corporate purposes.

Debt maturities for 2001 to 2005 are $92.5 million, $3.8 million, $327.9
million, $89.4 million and $93.8 million, respectively.  Depending upon
market conditions, it is currently anticipated that a majority of the
maturing debt will be refinanced with the issuance of long-term
securities.

The carrying value of Alliant Energy's long-term debt at December 31,
2000 and 1999 was $2.1 billion and $1.6 billion, respectively.  The fair
market value, based upon the market yield of similar securities and
quoted market prices, at December 31, 2000 and 1999 was $2.4 billion and
$1.6 billion, respectively.

(9)  INVESTMENTS AND ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of Alliant Energy's current assets and current
liabilities approximates fair value because of the short maturity of
such financial instruments.  Since the utility subsidiaries are subject
to regulation, any gains or losses related to the difference between the
carrying amount and the fair value of its financial instruments may not
be realized by Alliant Energy's shareowners.  Information relating to
various investments held by Alliant Energy that are marked to market as
a result of SFAS 115, "Accounting for Certain Investments in Debt and
Equity Securities," were as follows (in millions):

                                      -69-
<PAGE>
<TABLE>
<CAPTION>
                                                        December 31, 2000                  December 31, 1999
                                                  -------------------------------     -----------------------------
                                                                                                     Net Unrealized
                                                  Carrying/Fair    Net Unrealized      Carrying/Fair     Gains/
                                                      Value        Gains/ (Losses)        Value         (Losses)
                                                  -------------- ----------------     ------------- ---------------
<S>                                                         <C>           <C>                <C>           <C>
Available-for-sale securities:
  Nuclear decommissioning trust funds:
     Equity securities                                     $128           $50                 $112         $57
     Debt securities                                        180             3                  159         (3)
        Total                                               308            53                  271          54
  Investment in McLeod                                      570           317                1,124         640
  Investment in Capstone                                     41            20                   --          --
  Investments in New Zealand/Australia                       10           (1)                   97           4
Trading securities:
  Investment in McLeod                                      221           (a)                   --          --
</TABLE>
(a)  Adjustments to the trading securities are reflected in earnings in
the "Miscellaneous, net" line in the Consolidated Statements of Income.

Nuclear Decommissioning Trust Funds - As required by SFAS 115, IESU's
and WP&L's debt and equity security investments in the nuclear
decommissioning trust funds are classified as available-for-sale.  As of
December 31, 2000, $110 million, $24 million and $46 million of the debt
securities mature in 2001-2010, 2011-2020 and 2021-2035, respectively.
The fair market value of the nuclear decommissioning trust funds was as
reported by the trustee, adjusted for the tax effect of unrealized gains
and losses.  Net unrealized holding gains were recorded as part of
accumulated provision for depreciation.  The funds realized
gains/(losses) from the sales of securities of $5.0 million, ($7.9)
million and $1.2 million in 2000, 1999 and 1998, respectively (cost of
the investments based on specific identification were $213.4 million,
$120.1 million and $71.9 million, respectively, and proceeds from the
sales were $218.4 million, $112.2 million and $73.1 million,
respectively).

Investment in McLeod - At December 31, 2000 and 1999, Alliant Energy
held beneficial ownership in 56.1 million and 57.4 million shares of
common stock, respectively, (including 4.7 million and 7.8 million
unexercised vested options, respectively) in McLeod, a
telecommunications company.  Alliant Energy had 40.5 million shares
classified as available-for-sale and 15.6 million shares as trading at
December 31, 2000.  McLeod declared a 3-for-1 stock split effective
April 2000 (the December 1999 shares have been adjusted for the split).
The cost basis of the investment, including the cost to exercise the
options, was $30.5 million and $30.7 million at December 31, 2000 and
1999, respectively.  Pursuant to the provisions of SFAS 115, the
carrying value of Alliant Energy's investment in McLeod is adjusted to
the estimated fair value each quarter based on the closing price at the
end of the quarter.  Adjustments to the available-for-sale securities do
not impact earnings as the unrealized gains or losses, net of taxes, are
recorded directly to the common equity section of the Consolidated
Balance Sheets as a component of "Accumulated other comprehensive
income."  In addition, any such gains or losses are reflected in current
earnings only at the time they are realized through a sale.  Adjustments
to the trading securities are reflected in earnings in the
"Miscellaneous, net" line in the Consolidated Statements of Income.
Alliant Energy realized gains from the sales of McLeod
available-for-sale securities of $23.8 million and $40.3 million in 2000
and 1999, respectively (cost of the investments based on the
first-in-first-out method were $0.2 million and $0.6 million,
respectively, and proceeds from the sales were $24.0 million and $40.9
million, respectively).  Refer to Note 10(a) for information on the SFAS
133 impact of Alliant Energy's investment in McLeod.

Alliant Energy's ability to sell the McLeod stock is subject to various
restrictions.  Alliant Energy has an agreement with McLeod which
provides that until December 31, 2001, Alliant Energy and its affiliates
generally may not sell or otherwise dispose of shares of McLeod stock
beneficially owned by Alliant Energy and its affiliates, other than to a
subsidiary of Alliant Energy, without the prior written consent of the
Board of Directors of McLeod.  However, the agreement provides that the

                                      -70-
<PAGE>

Board of Directors of McLeod may permit Alliant Energy and its
affiliates to sell a specified number of shares of McLeod stock per
quarter during specified time periods.  In addition, if Alliant Energy
and its affiliates are not provided the opportunity to sell, on an
annual basis, an aggregate number of shares of McLeod stock equal to 15
percent of the shares of McLeod stock owned by Alliant Energy and its
affiliates as of December 31, 1998, then Alliant Energy may terminate
the agreement.

Investments in Foreign Entities - At December 31, 2000 and 1999, Alliant
Energy had investments in unconsolidated foreign entities that included
investments in various New Zealand and Australian utility entities,
various generation facilities in China and debentures of a development
project in Mexico.  Also at December 31, 2000, Alliant Energy had
investments in various Brazilian utilities.  At December 31, 2000, a
portion of the New Zealand investments were accounted for under the cost
method and the other unconsolidated equity investments were accounted
for under the equity method.  The carrying and fair values for the
investments accounted for under SFAS 115 are listed in the previous
table.  Alliant Energy also had a generation investment of $50 million
in China at December 31, 2000 that is consolidated.

In January 2000, Resources acquired a non-controlling interest in four
Brazilian electric utilities serving more than 820,000 customers for a
total investment of approximately $347 million.  As part of this
investment, Resources acquired a 49.1 percent ownership interest in
Companhia Forca E Luz Cataguazes-Leopoldina (Cataguazes), an electric
utility.  Cataguazes owns a majority stake in CENF, another electric
utility company, as well as a majority interest in Energisa S.A., an
energy development company.  As part of the same investment, Resources
directly acquired a 45.6 percent interest in Energisa S.A. itself, which
holds majority stakes in two regulated utilities (Energipe and Celb).
As part owner of Cataguazes, Resources holds both indirect and direct
interests in Energisa S.A.

The geographic concentration of Alliant Energy's unconsolidated foreign
investments at December 31 was as follows (in millions):

                  New Zealand
         Brazil   /Australia      China    Mexico    Other     Total
       --------  ---------------  -------  --------  -------  --------
2000    $319          $140         $30       $18       $1      $508
1999      --           125          62        10        1       198

(10)  DERIVATIVE FINANCIAL INSTRUMENTS
(a)  Accounting for Derivative Instruments and Hedging Activities -
Alliant Energy adopted SFAS 133 as of July 1, 2000.  SFAS 133 requires
that every derivative instrument be recorded on the balance sheet as an
asset or liability measured at its fair value and that changes in the
derivative's fair value be recognized currently in earnings unless
specific hedge accounting criteria are met.

SFAS 133 requires that as of the date of initial adoption, the
difference between the fair value of derivative instruments recorded on
the balance sheet and the previous carrying amount of those derivatives
be reported in net income or other comprehensive income, as appropriate,
as the cumulative effect of a change in accounting principle in
accordance with APB 20, "Accounting Changes."  In the third quarter of
2000, Alliant Energy recorded net income of $16.7 million for a
cumulative effect of a change in accounting principle representing the
impact of adopting SFAS 133 as of July 1, 2000.  This transition
adjustment was primarily the result of the difference between the
carrying amount of Resources' exchangeable senior notes issued in
February 2000 under the applicable accounting principles in effect at
June 30, 2000, and the carrying values of the debt and derivative
components of the notes as determined in accordance with SFAS 133 as of
July 1, 2000.  Transition adjustments relating to Alliant Energy's other
derivative instruments had no material impact on net income.

A limited number of Alliant Energy's fixed price commodity contracts are
defined as derivatives under SFAS 133.  The fair values of these
derivative instruments have been recorded as assets and liabilities on
the balance sheet and in the transition adjustment in accordance with
the transition provisions of SFAS 133.  Changes in the fair values of
these instruments subsequent to July 1, 2000, to the extent that the
derivatives are designated in cash flow hedging relationships and are
effective at mitigating the underlying commodity risk, are recorded in
other comprehensive income.  At the date the underlying transaction
occurs, the amounts accumulated in other comprehensive income are
reported in the Consolidated Statements of Income.  To the extent that
the hedges are not effective, the ineffective portion of the changes in
fair value is recorded directly in earnings.

                                      -71-
<PAGE>

The financial statement impact of recording the various SFAS 133
transactions at July 1, 2000 was as follows (in millions):
<TABLE>
<CAPTION>
                                                                                                         Amount
                      Financial Statement Account                Financial Statement               Increase (Decrease)
-------------------------------------------------------------    --------------------------     --------------------------
<S>                                                                 <C>                                     <C>
Other assets                                                     Balance sheet                            $2.0
Other liabilities (a)                                            Balance sheet                           302.2
Cumulative effect of a change in accounting principle
   (other comprehensive income)                                  Balance sheet                            (6.6)
Other comprehensive income (b)                                   Balance sheet                          (187.3)
Long-term debt (c)                                               Balance sheet                          (310.3)
Cumulative effect of a change in accounting principle            Income statement                         16.7
Pre-tax gain on transfer to trading account (d)                  Income statement                        321.4
Deferred tax expense (d)                                         Income statement                        134.1
</TABLE>

(a)   Includes the embedded derivative component of Resources'
      exchangeable senior notes of $283.7 million
(b)   Represents net of tax reduction to other comprehensive income
      resulting from classification of approximately 15.6 million shares of
      McLeod as trading securities (equal to net amount of two line items
      in (d))
(c)   Adjustment to the debt component of Resources' exchangeable senior
      notes
(d)   Gain and tax expenses associated with the transfer of
      approximately 15.6 million shares of McLeod from available-for-sale
      securities to trading securities

During 2000, $6.7 million of net losses included in the cumulative
effect of a change in accounting principle component of accumulated
other comprehensive income were reclassified into earnings, resulting in
a remaining balance of $0.1 million as of December 31, 2000.

As of December 31, 2000, Alliant Energy held derivative instruments
designated as cash flow hedging instruments and other derivatives.  The
cash flow hedging instruments are comprised of natural gas swaps and
coal purchase and sales contracts which are used to manage the price of
anticipated coal purchases and sales.  WP&L utilizes gas commodity swap
arrangements to reduce the impact of price fluctuations on gas purchased
and injected into storage during the summer months and withdrawn and
sold at current market prices during the winter months pursuant to the
natural gas cost incentive sharing mechanism with customers in
Wisconsin.  The gas commodity swaps in place hedge the forecasted sales
of natural gas withdrawn from storage during this period.

In 2000, a net gain of approximately $0.4 million was recognized in
earnings (recorded in gas revenues) representing the amount of hedge
ineffectiveness.  Alliant Energy did not exclude any components of the
derivative instruments' gain or loss from the assessment of hedge
effectiveness and there were no reclasses into earnings as a result of
the discontinuance of hedges.  As of December 31, 2000, the maximum
length of time over which Alliant Energy is hedging its exposure to the
variability in future cash flows for forecasted transactions is 18
months and Alliant Energy estimates that losses of $3.7 million will be
reclassified from accumulated other comprehensive income into earnings
within the 12 months between January 1, 2001 and December 31, 2001 as
the hedged transactions affect earnings.

Alliant Energy's derivatives that have not been designated in hedge
relationships include the embedded derivative component of Resources'
exchangeable senior notes, oil swaps and collars, natural gas swaps and
electricity price collars.

At maturity, the holders of Resources' exchangeable senior notes are
paid the higher of the principal amount of the notes or an amount based
on the value of McLeod common stock.  SFAS 133 requires that Alliant

                                      -72-
<PAGE>

Energy split the value of the notes into a debt component and a
derivative component.  The payment feature tied to McLeod stock is
considered an embedded derivative under SFAS 133 that must be accounted
for as a separate derivative instrument.  This component is classified
as a "Derivative liability" on the Consolidated Balance Sheets.
Subsequent changes in the fair value of the option are reflected as
increases or decreases in Alliant Energy's reported net income.  The
carrying amount of the host debt security, classified as long-term debt,
is adjusted for amortization of the debt discount in accordance with the
interest method as prescribed by APB 21, "Interest on Receivables and
Payables."

Prior to the adoption of SFAS 133, changes in fair value of all of
Alliant Energy's McLeod stock had been recorded in the accumulated other
comprehensive income component of shareowners' equity on Alliant
Energy's Consolidated Balance Sheets, as these securities had been
classified as available-for-sale.  With the adoption of SFAS 133 on July
1, 2000, Alliant Energy designated 15.6 million shares of its beneficial
ownership in approximately 57 million shares of McLeod stock as trading
securities.  Subsequent changes in the fair value of the shares
designated as trading are reflected as increases or decreases in Alliant
Energy's net income.  These trading gains or losses are expected to
correspond with and substantially offset changes in the intrinsic value
of the derivative component of Resources' exchangeable senior notes.
Changes in the time value portion of the derivative component will
result in non-cash increases or decreases to Alliant Energy's net
income.  Included in "Miscellaneous, net" in Alliant Energy's
Consolidated Statements of Income for 2000 was expense of $102.5 million
related to the change in value of the McLeod trading securities, largely
offset by income of $101.8 million related to the change in value of the
derivative component of the exchangeable senior notes.

Whiting is exposed to commodity price risk in the pricing of its oil and
gas production.  Alliant Energy has previously utilized oil swaps and
collars and natural gas swaps, which have not been designated in hedge
relationships, to mitigate the impact of oil and gas price
fluctuations.  These derivatives are recorded at their fair value as a
component of "Derivative liability" on the Consolidated Balance Sheets
and as a component of "Non-regulated and other" revenues in the
Consolidated Statements of Income.

Alliant Energy's utility businesses use electricity price collars, which
have not been designated in hedge relationships, to manage energy costs
during supply/demand imbalances.  As of December 31, 2000, these
derivatives were recorded at their fair value as derivative assets,
derivative liabilities and regulatory assets on the Consolidated Balance
Sheets in Iowa, and as derivative assets and derivative liabilities on
the Consolidated Balance Sheets and purchased-power expense in the
Consolidated Statements of Income in Wisconsin.

(b)  Weather Derivatives - WP&L uses weather derivatives to reduce the
impact of weather volatility on its natural gas sales volumes.  EITF
99-2, "Accounting for Weather Derivatives," requires the use of the
intrinsic value method to account for non-exchange traded weather
derivatives.  In August 2000, WP&L entered into a non-exchange traded
weather floor with a contract period from November 1, 2000 to March 31,
2001 that requires the counterparty pay WP&L $11,000 per heating
degree-day less than 5,600 during the contract period.  The maximum
payout amount by the counterparty on this floor is $7 million.  WP&L
paid a premium to enter into this contract, which is being amortized to
expense over the contract period.  In August 1999, WP&L entered into a
non-exchange traded "weather collar" with a contract period from
November 1, 1999 to March 31, 2000.  The maximum payout amount was $5
million.

(c)  Nuclear Decommissioning Trust Fund Investments - WP&L previously
entered into an equity collar that used written options to mitigate the
effect of significant market fluctuations on its common stock
investments in its nuclear decommissioning trust funds.  The program was
designed to protect the portfolio's value while allowing the funds to
earn a total return modestly in excess of long-term expectations over
the two-year hedge period, which was settled in December 2000.  The
notional amount of the options was $78 million at December 31, 1999.
The options were reported at fair market value each reporting period.
These fair value changes did not impact net income as they were recorded
as equally offsetting changes in the investment in nuclear
decommissioning trust funds and accumulated depreciation.  The option
liability fair value exceeded the premium received by $17.8 million at
December 31, 1999, as reported by the trustee.

                                      -73-
<PAGE>

(11)  COMMITMENTS AND CONTINGENCIES
(a)  Construction and Acquisition Program - Alliant Energy anticipates
2001 construction and acquisition expenditures will be approximately
$851 million, consisting of $388 million for its utility subsidiaries'
operations, $257 million for business development initiatives at
Resources and $206 million for energy-related international
investments.  During 2002-2005, Alliant Energy expects to spend
approximately $1.4 billion for its utility subsidiaries' operations,
$667 million for business development initiatives at Resources and $358
million for energy-related international investments.

(b)  Purchased-Power and Transmission, Coal and Natural Gas Contracts -
Corporate Services has entered into purchased-power and transmission,
coal and natural gas supply, transportation and storage contracts.  The
natural gas supply commitments are all index-based.  Alliant Energy
expects to supplement its coal and natural gas supplies with spot market
purchases as needed.  Alliant Energy's minimum commitments are as
follows (dollars and Dths in millions; MWhs and tons in thousands):
<TABLE>
<CAPTION>
                                                                                   Natural gas supply,
                  Purchased-power and               Coal (including             transportation and storage
                     transmission                   transportation)                     contracts
              ----------------------------    ----------------------------     -----------------------------
               Dollars           MWhs           Dollars          Tons            Dollars            Dths
              -----------     ------------    ------------    ------------     -------------     -----------
<S>               <C>              <C>            <C>            <C>               <C>                <C>
2001              $74.2            926            $59.6          15,890            $125.1             221
2002               47.0            280             21.8           8,470              74.4             192
2003               32.6            280             16.8           7,564              41.7             158
2004               16.2            219             10.4           5,257              11.9              58
2005                8.0             --              5.0           2,300              11.3              57
</TABLE>

(c)  Information Technology Services - Corporate Services has an
agreement, expiring in 2004, with EDS for information technology
services.  Alliant Energy's anticipated operating and capital
expenditures under the agreement for 2001 are estimated to total
approximately $14 million.  Future costs under the agreement are
variable and are dependent upon Alliant Energy's level of usage of
technological services from EDS.

(d)  Financial Guarantees and Commitments - Alliant Energy has financial
guarantees, which were generally issued to support third-party borrowing
arrangements and similar transactions, amounting to approximately $27
million and $17 million outstanding at December 31, 2000 and 1999,
respectively.  Such guarantees are not reflected in the consolidated
financial statements.  Management believes that the likelihood of
Alliant Energy having to make any material cash payments under these
agreements is remote.

As part of Alliant Energy's electricity trading joint venture with
Cargill, both Alliant Energy and Cargill have made guarantees to certain
counterparties regarding the performance of contracts entered into by
the joint venture.  Revocable guarantees of approximately $160 million
and $95 million have been issued, of which approximately $42 million and
$20 million were outstanding at December 31, 2000 and 1999,
respectively.  Under the terms of the joint venture agreement, any
payments required under the guarantees would be shared by Alliant Energy
and Cargill on a 50/50 basis to the extent the joint venture is not able
to reimburse the guarantor for payments made under the guarantee.

Alliant Energy has also made guarantees to certain counterparties
regarding the performance of certain energy-related contracts.  As of
December 31, 2000, the amount of the guarantees outstanding was
approximately $70 million.

As of December 31, 2000 and 1999, Alliant Energy had extended
commitments to provide $3.9 million and $6.1 million, respectively, in
nonrecourse, permanent financing to developers which were secured by
affordable housing properties.  Alliant Energy anticipates other lenders
will ultimately finance these properties.

                                      -74-
<PAGE>

During 2000, WP&L committed to transfer all of its transmission assets
to ATC.  This transfer occurred on January 1, 2001, at the net book
value of the assets.  WPL Transco LLC, a wholly-owned subsidiary of
WP&L, will hold the resulting investment in ATC and follow the equity
method of accounting.

(e)  Environmental Liabilities - Alliant Energy had recorded the
following environmental liabilities, and regulatory assets associated
with certain of these liabilities, as of December 31 (in millions):
<TABLE>
<CAPTION>
Environmental liabilities               2000               1999          Regulatory assets            2000               1999
                                   ---------------    ---------------                             --------------     --------------
<S>                                    <C>                 <C>               <C>                          <C>               <C>
   MGP sites                           $48.0               $48.0            MGP sites                  $54.3             $54.4
   NEPA                                 10.4                11.1            NEPA                        11.9              12.6
   Oil and gas properties               13.0                13.0            Other                        0.6               0.2
                                                                                                  --------------     --------------
   Other                                 0.5                 1.0                                       $66.8             $67.2
                                                                                                  ==============     ==============
                                   ---------------    ---------------
                                       $71.9               $73.1
                                   ===============    ===============
</TABLE>

MGP Sites - IESU, WP&L and IPC have current or previous ownership
----------
interests in 34, 14 and 9 sites, respectively, previously associated
with the production of gas for which they may be liable for
investigation, remediation and monitoring costs relating to the sites.
IESU, WP&L and IPC have received letters from state environmental
agencies requiring no further action at three, four and one site(s),
respectively.  The companies are working pursuant to the requirements of
various federal and state agencies to investigate, mitigate, prevent and
remediate, where necessary, the environmental impacts to property,
including natural resources, at and around the sites in order to protect
public health and the environment.

Each company records environmental liabilities based upon periodic
studies, most recently updated in the third quarter of 2000, related to
the MGP sites.  Such amounts are based on the best current estimate of
the remaining amount to be incurred for investigation, remediation and
monitoring costs for those sites where the investigation process has
been or is substantially completed, and the minimum of the estimated
cost range for those sites where the investigation is in its earlier
stages.  It is possible that future cost estimates will be greater than
current estimates as the investigation process proceeds and as
additional facts become known.  The amounts recognized as liabilities
are reduced for expenditures made and are adjusted as further
information develops or circumstances change.  Costs of future
expenditures for environmental remediation obligations are not
discounted to their fair value.  Management currently estimates the
range of remaining costs to be incurred for the investigation,
remediation and monitoring of all utility subsidiary sites to be
approximately $33 million to $62 million.

Under the current rate making treatment approved by the PSCW, the MGP
expenditures of WP&L, net of any insurance proceeds, are deferred and
collected from gas customers over a five-year period after new rates are
implemented.  The MPUC also allows the deferral of MGP-related costs
applicable to the Minnesota sites and IPC has been successful in
obtaining approval to recover such costs in rates in Minnesota.  The IUB
has permitted utilities to recover prudently incurred costs.  Regulatory
assets have been recorded by each of the utility subsidiaries, which
reflect the probable future rate recovery, where applicable.
Considering the current rate treatment, and assuming no material change
therein, the utility subsidiaries believe that the clean-up costs
incurred for these MGP sites will not have a material adverse effect on
their respective financial conditions or results of operations.

Settlement has been reached with all of IESU's and WP&L's insurance
carriers regarding reimbursement for its MGP-related costs and all
issues have been resolved.  IPC has settled with all but one of its
insurance carriers.  Insurance recoveries available as of both December
31, 2000 and 1999 for IESU, WP&L and IPC were $18.5 million, $2.1
million and $5.3 million, respectively.  Pursuant to their applicable
rate making treatment, IESU and IPC have recorded their recoveries in
"Other long-term liabilities and deferred credits" and WP&L has recorded
its recoveries as an offset against its regulatory assets.

                                      -75-
<PAGE>

National Energy Policy Act of 1992 - NEPA requires owners of nuclear
-----------------------------------
power plants to pay a special assessment into a "Uranium Enrichment
Decontamination and Decommissioning Fund."  The assessment is based upon
prior nuclear fuel purchases.  IESU and WP&L recover the costs
associated with this assessment over the period the costs are assessed.
Alliant Energy continues to pursue relief from this assessment through
litigation.

Oil and Gas Properties Dismantlement and Abandonment Costs - Whiting is
-----------------------------------------------------------
responsible for certain dismantlement and abandonment costs related to
various off-shore oil and gas platforms (and related on-shore plants and
equipment), the most significant of which is located off the coast of
California.  Whiting estimates the total costs for these properties to
be approximately $13 million, which it has accrued.  The most
significant expenditures are not expected to be incurred until 2004.

(f)  Decommissioning of DAEC and Kewaunee - Pursuant to the most recent
electric rate case orders, the IUB and PSCW allow IESU and WP&L to
recover $6 million and $16 million annually for their share of the cost
to decommission DAEC and Kewaunee, respectively.  Decommissioning
expense is included in "Depreciation and amortization" in the
Consolidated Statements of Income and the cumulative amount is included
in "Accumulated depreciation" on the Consolidated Balance Sheets to the
extent recovered through rates.

Additional information relating to the decommissioning of DAEC and
Kewaunee included in the most recent electric rate orders was as follows
(dollars in millions):
<TABLE>
<CAPTION>
                                                                                DAEC                          Kewaunee
                                                                    -----------------------------     --------------------------
<S>                                                                            <C>                                <C>
Assumptions relating to current rate recovery amounts:
     Alliant Energy's share of estimated decommissioning cost                  $252.8                          $212.5
     Year dollars in                                                            1993                            2000
     Method to develop estimate                                         NRC minimum formula              Site-specific study
     Annual inflation rate                                                     4.91%                            5.83%
     Decommissioning method                                              Prompt dismantling            Prompt dismantling and
                                                                            and removal                        removal
     Year decommissioning to commence                                           2014                            2013
     After-tax return on external investments:
          Qualified                                                            7.34%                            5.62%
          Non-qualified (DAEC rate adjusted annually)                          5.80%                            6.97%
External trust fund balance at December 31, 2000                                $112.2                          $195.8
Internal reserve at December 31, 2000                                            $21.7                             $--
After-tax earnings on external trust funds in 2000                                $3.4                           $11.3

</TABLE>

The rate recovery amounts for DAEC only include an inflation estimate
through 1997.  Both IESU and WP&L are funding all rate recoveries for
decommissioning into external trust funds and funding on a tax-qualified
basis to the extent possible.  All of the rate recovery assumptions are
subject to change in future regulatory proceedings.  In accordance with
their respective regulatory requirements, IESU and WP&L record the
earnings on the external trust funds as interest income with a
corresponding entry to interest expense at IESU and to depreciation
expense at WP&L.  The earnings accumulate in the external trust fund
balances and in accumulated depreciation on utility plant.

IESU's 70 percent share of the estimated cost to decommission DAEC based
on the most recent site-specific study completed in 1998 is $334.2
million, in 1998 dollars.  This study includes the costs to terminate
DAEC's NRC license and to return the site to a greenfield condition.
IESU's 70 percent share of the estimated cost to decommission DAEC based
on the most recent NRC minimum formula, using the direct disposal
method, is $355.3 million in 1999 dollars.  The NRC minimum formula is
intended to apply only to the cost of terminating DAEC's NRC license.
The additional decommissioning expense funding requirements which should
result from these updated studies are not reflected in IESU's rates.

                                      -76-
<PAGE>

(g)  Legal Proceedings - Alliant Energy is involved in legal and
administrative proceedings before various courts and agencies with
respect to matters arising in the ordinary course of business.  Although
unable to predict the outcome of these matters, Alliant Energy believes
that appropriate reserves have been established and final disposition of
these actions will not have a material adverse effect on its financial
condition or results of operations.

(12)  JOINTLY-OWNED ELECTRIC UTILITY PLANT
Under joint ownership agreements with other Iowa and Wisconsin
utilities, the utility subsidiaries have undivided ownership interests
in jointly-owned electric generating stations and related transmission
facilities.  Each of the respective owners is responsible for the
financing of its portion of the construction costs.  Kilowatt-hour
generation and operating expenses are divided on the same basis as
ownership with each owner reflecting its respective costs in its
Consolidated Statements of Income.  Information relative to the utility
subsidiaries' ownership interest in these facilities at December 31,
2000 is as follows (dollars in millions):
<TABLE>
<CAPTION>
                                                                                                 Accumulated        Construction
                                        Fuel            Ownership                Plant in       Provision for         Work-In-
                                        Type            Interest %               Service        Depreciation          Progress
                                     ------------ -----------------------     --------------- ------------------ -------------------
<S>                                     <C>                 <C>                  <C>                    <C>              <C>
IESU
    Ottumwa Unit 1                      Coal                48.0                  $189.1             $107.3             $2.1
    Neal Unit 3                         Coal                28.0                    59.5               33.7              0.1
    DAEC                               Nuclear              70.0                   510.6              281.7             18.3
                                                                              --------------- ------------------ -------------------
                                                                                  $759.2             $422.7            $20.5
                                                                              --------------- ------------------ -------------------
WP&L
    Columbia Energy Center              Coal                46.2                  $175.4             $103.6             $0.5
    Edgewater Unit 4                    Coal                68.2                    53.0               33.6              1.6
    Edgewater Unit 5                    Coal                75.0                   230.2               98.6              0.3
    Kewaunee                           Nuclear              41.0                   136.8              108.1             21.4
                                                                              --------------- ------------------ -------------------
                                                                                  $595.4             $343.9            $23.8
                                                                              --------------- ------------------ -------------------
IPC
    Neal Unit 4                         Coal                21.5                   $83.5              $53.9            $--
    Louisa Unit 1                       Coal                 4.0                    24.7               13.2             --
                                                                              --------------- ------------------ -------------------
                                                                                  $108.2              $67.1            $--
                                                                              --------------- ------------------ -------------------

                                                                                $1,462.8             $833.7            $44.3
                                                                              =============== ================== ===================
</TABLE>

(13)  SEGMENTS OF BUSINESS
Alliant Energy's principal business segments are:

o     Regulated domestic utilities - consists of IESU, WP&L and IPC,
   serving customers in Iowa, Wisconsin, Minnesota and Illinois, and is
   broken down into three segments: a) electric operations; b) gas
   operations; and c) other, which includes the water and steam
   businesses and the unallocated portions of the utility business.
   Various line items in the following tables are not allocated to the
   electric and gas segments for management reporting purposes and
   therefore are included in "Other."

o     Non-regulated businesses - represents the operations of Resources
   and its subsidiaries.  This includes global partnerships to develop
   energy generation, delivery and infrastructure in growing
   international markets and domestic businesses including oil and gas
   operations, energy trading partnerships, energy and environmental
   services, transportation services and affordable housing companies.

o     Other - includes the operations of Alliant Energy's parent company
   and Corporate Services, as well as any reconciling/eliminating
   entries.

Various differences exist between segment reporting information for the
non-regulated businesses and Resources' information in Alliant Energy's
condensed consolidating financial statements in Note 15 due to Alliant
Energy's investment in Cargill-Alliant, LLC being recorded on Alliant
Energy's parent's book for legal reporting, but included with the
non-regulated businesses information for segment reporting (Alliant

                                      -77-
<PAGE>

Energy considers this business as part of its non-regulated business for
management reporting).  The following segment reporting line items were
impacted: net (income) loss from equity method subsidiaries; income tax
expense (benefit); net income (loss); total assets; and investments in
equity method subsidiaries.

Intersegment revenues were not material to Alliant Energy's operations
and there was no single customer whose revenues were 10 percent or more
of Alliant Energy's consolidated revenues.  Refer to Note 9 for a
breakdown of Alliant Energy's international investments by country.
Certain financial information relating to Alliant Energy's significant
business segments and products and services is presented below:
<TABLE>
<CAPTION>
                                               Regulated Domestic Utilities
                                  ---------------------------------------------------     Non-regulated               Alliant Energy
                                  Electric       Gas         Other         Total           Businesses        Other      Consolidated
------------------------------------------------------------------------------------------------------------------------------------
                                                                          (in millions)
2000
<S>                              <C>           <C>           <C>          <C>                <C>            <C>          <C>
Operating revenues               $1,648.0      $415.0        $33.4        $2,096.4           $311.3         ($2.7)       $2,405.0
Depreciation and
   amortization expense             252.6        27.7          3.1           283.4             38.9          --             322.3
Operating income                    330.6        26.6          4.5           361.7             19.2           0.2           381.1
Interest expense, net of AFUDC                               103.1           103.1             53.3           8.5           164.9
Preferred dividends                                            6.7             6.7             --            --               6.7
Net income from equity
   method subsidiaries                                        (0.5)           (0.5)           (18.6)         --             (19.1)
Gain on reclassification of
   investments                                                --              --             (321.3)         --            (321.3)
Gains on sales of McLeod stock                                --              --              (23.8)         --             (23.8)
Miscellaneous, net (other than
   equity income)                                            (23.3)          (23.3)           (21.1)         (2.7)          (47.1)
Income tax expense                                           107.9           107.9            130.6           0.3           238.8
Cumulative effect of a change
   in accounting principle,
   net of tax                                                --               --               16.7          --              16.7
Net income (loss)                                            167.8           167.8            236.8          (5.9)          398.7
Total assets                      3,402.2       554.4        427.2         4,383.8          2,333.3          16.7         6,733.8
Investments in equity method
   subsidiaries                                                6.5             6.5            487.3          --             493.8
Construction and acquisition
   expenditures                     265.9        35.8          3.0           304.7            750.7          11.1         1,066.5

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -78-
<PAGE>
<TABLE>
<CAPTION>

                                             Regulated Domestic Utilities
                                  ----------------------------------------------------  Non-regulated                 Alliant Energy
                                   Electric       Gas        Other         Total          Businesses        Other       Consolidated
------------------------------------------------------------------------------------------------------------------------------------
                                                                            (in millions)
1999
<S>                                 <C>            <C>          <C>         <C>                 <C>           <C>          <C>
Operating revenues                  $1,548.9       $314.3       $32.1       $1,895.3            $235.0        ($2.3)       $2,128.0
Depreciation and
   amortization expense                219.3         25.2         2.9          247.4              31.7         --             279.1
Operating income (loss)                345.1         27.4         5.3          377.8              (1.3)        --             376.5
Interest expense, net of AFUDC                                  100.7          100.7              24.8          3.4           128.9
Preferred dividends                                               6.7            6.7             --            --               6.7
Net (income) loss from equity
   method subsidiaries                                           (0.3)          (0.3)             (2.9)         0.2            (3.0)
Gains on sales of McLeod stock                                   --             --               (40.3)        --             (40.3)
Miscellaneous, net (other than
   equity income/loss)                                           (5.4)          (5.4)            (27.6)         0.1           (32.9)
Income tax expense (benefit)                                    115.0          115.0               6.9         (1.4)          120.5
Net income (loss)                                               161.1          161.1              37.8         (2.3)          196.6
Total assets                         3,321.8        477.6       385.2        4,184.6           1,855.6         35.5         6,075.7
Investments in equity method
   subsidiaries                                                   5.7            5.7              74.0         --              79.7
Construction and acquisition
   expenditures                        246.9         35.5         3.3          285.7             192.1          0.8           478.6

-----------------------------------------------------------------------------------------------------------------------------------

                                             Regulated Domestic Utilities
                                  ----------------------------------------------------   Non-regulated                Alliant Energy
                                  Electric        Gas        Other          Total          Businesses        Other      Consolidated
----------------------------------------------------------------------------------------------------------------------------------
                                                                          (in millions)
1998
Operating revenues                $1,567.5      $295.6       $31.2        $1,894.3            $238.7        ($2.1)        $2,130.9
Depreciation and
   amortization expense              219.4        23.7         2.6           245.7              33.8         --              279.5
Operating income (loss)              271.5        16.0         5.6           293.1              (8.6)        (1.2)           283.3
Interest expense, net of AFUDC                                97.0            97.0              23.3          2.3            122.6
Preferred dividends                                            6.7             6.7             --            --                6.7
Net (income) loss from equity
   method subsidiaries                                        (0.9)           (0.9)              2.2         --                1.3
Miscellaneous, net (other than
   equity income/loss)                                         3.5             3.5              (8.0)         2.4             (2.1)
Income tax expense (benefit)                                  77.2            77.2             (17.2)        (1.9)            58.1
Net income (loss)                                            109.6           109.6              (8.9)        (4.0)            96.7
Total assets                       3,268.5       477.0       386.0         4,131.5             869.2        (41.4)         4,959.3
Investments in equity method
   subsidiaries                                                5.2             5.2              49.4         --               54.6
Construction and acquisition
   expenditures                      233.7        33.2         2.3           269.2             102.9         --              372.1

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -79-
<PAGE>
<TABLE>
<CAPTION>
Products and Services
---------------------
                                                                Revenues
------------------------------------------------------------------------------------------------------------------------------------
                      Regulated                                                        Non-regulated
-----------------------------------------------   ----------------------------------------------------------------------------------
                                                                                                                           Total
                                                     Integrated       Oil and Gas                                      Non-regulated
Year      Electric         Gas        Other           Services        Production      Transportation        Other         Businesses
-----------------------------------------------   ----------------------------------------------------------------------------------
                                                                 (in millions)
<S>       <C>              <C>          <C>             <C>             <C>                <C>                <C>             <C>
2000      $1,648.0         $415.0       $33.4           $172.2          $94.1              $20.1              $24.9           $311.3
1999       1,548.9          314.3        32.1            126.0           62.6               21.6               24.8            235.0
1998       1,567.5          295.6        31.2            127.2           64.6               22.0               24.9            238.7
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(14)       SELECTED CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                         Quarter Ended

                                                          --------------------------------------------------------------------------
                                                            March 31             June 30           September 30          December 31
                                                          ----------------  ------------------  --------------------  --------------
                                                                             (in millions, except per share data)
2000
----
<S>                                                        <C>                  <C>                  <C>                 <C>
  Operating revenues                                       $574.1               $523.9               $603.2              $703.8
  Operating income                                           88.4                 60.2                140.0                92.5
  Income before cumulative effect of a
     change in accounting principle, net of tax (a)          19.3                 42.3                259.5                60.9
  Cumulative effect of a change in
     accounting principle, net of tax (a)                    --                   --                   16.7                 --
  Net income (a)                                             19.3                 42.3                276.2                60.9
  Earnings per average common share - diluted: (a)
     Income before cumulative effect of
        a change in accounting principle                     0.24                 0.54                 3.28                0.76
     Cumulative effect of a change in
        accounting principle                                 --                   --                   0.21                --
     Net income                                              0.24                 0.54                 3.49                0.76

1999
----
  Operating revenues                                       $546.9               $477.9               $571.5             $531.7
  Operating income                                           93.0                 60.2                130.8               92.5
  Net income (b)                                             41.7                 38.6                 71.5               44.8
  Earnings per average common
     share (basic and diluted) (b)                           0.54                 0.49                 0.91               0.57
</TABLE>

(a)   The third quarter of 2000 includes $204 million ($2.58 per diluted
   share) of non-cash income related to Alliant Energy's adoption of
   SFAS 133 on July 1, 2000.  The first and fourth quarters of 2000
   include $7 million ($0.09 per diluted share) and $9 million ($0.11
   per diluted share), respectively, of net income from gains on sales
   of McLeod stock.
(b)   The second and fourth quarters of 1999 include $21 million ($0.27
   per diluted share) and $4 million ($0.05 per diluted share),
   respectively, of net income from gains on sales of McLeod stock.

(15)  CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Alliant Energy has fully and unconditionally guaranteed the payment of
principal and interest on various debt issued by Resources and, as a
result, is required to present condensed consolidating financial
statements.  All other Alliant Energy subsidiaries are non-guarantors of
Resources' senior notes.  Alliant Energy's condensed consolidating
financial statements are as follows:


                                      -80-
<PAGE>
<TABLE>
<CAPTION>
                                                                           Alliant Energy Corporation
                                                                  Condensed Consolidating Statement of Income
                                                                          Year Ended December 31, 2000
                                                                                 (in thousands)

                                                       Alliant                           Other
                                                        Energy                          Alliant                        Consolidated
                                                        Parent                           Energy       Consolidating      Alliant
                                                       Company         Resources      Subsidiaries     Adjustments        Energy
                                                       -----------------------------------------------------------------------------
      Operating revenues:
      <S>                                                 <C>               <C>             <C>             <C>           <C>
        Electric utility                                      $--               $--      $1,648,036             $--      $1,648,036
        Gas utility                                            --                --         414,948              --         414,948
        Non-regulated and other                                --           311,262         294,507        (263,769)        342,000
                                                       -----------------------------------------------------------------------------
                                                               --           311,262       2,357,491        (263,769)      2,404,984
                                                       -----------------------------------------------------------------------------

      Operating expenses:
        Electric and steam production fuels                    --                --         288,621              --         288,621
        Purchased power                                        --                --         294,818              --         294,818
        Cost of utility gas sold                               --                --         278,734              --         278,734
        Other operation and maintenance                       703           240,171         751,888        (258,087)        734,675
        Depreciation and amortization                          --            38,952         283,382              --         322,334
        Taxes other than income taxes                          --            12,992          98,379          (6,625)        104,746
                                                       -----------------------------------------------------------------------------
                                                              703           292,115       1,995,822        (264,712)      2,023,928
                                                       -----------------------------------------------------------------------------

      Operating income (loss)                                (703)           19,147         361,669             943         381,056
                                                       -----------------------------------------------------------------------------

      Interest expense and other:
        Interest expense                                   17,350            53,297         121,250         (18,283)        173,614
        Allowance for funds used during construction           --                --          (8,761)             --          (8,761)
        Preferred dividend requirements of subsidiaries        --                --           6,713              --           6,713
        Gain on reclassification of investments                --          (321,349)             --              --        (321,349)
        Gains on sales of McLeodUSA Inc. stock                 --           (23,773)             --              --         (23,773)
        Miscellaneous, net                               (422,137)          (25,021)        (32,294)        413,294         (66,158)
                                                       -----------------------------------------------------------------------------
                                                         (404,787)         (316,846)         86,908         395,011        (239,714)
                                                       -----------------------------------------------------------------------------

      Income (loss) before income taxes                   404,084           335,993         274,761        (394,068)        620,770
                                                       -----------------------------------------------------------------------------

      Income taxes                                          5,422           125,456         106,996             942         238,816
                                                       -----------------------------------------------------------------------------

      Income (loss) before cumulative effect of a
           change in accounting principle, net of tax     398,662           210,537         167,765        (395,010)        381,954
                                                       -----------------------------------------------------------------------------

      Cumulative effect of a change in accounting
           principle, net of tax                               --            16,673              35              --          16,708
                                                       -----------------------------------------------------------------------------

      Net income (loss)                                  $398,662          $227,210        $167,800       ($395,010)       $398,662
                                                       =============================================================================
</TABLE>

                                      -81-
<PAGE>
<TABLE>
<CAPTION>
                                                                Alliant Energy Corporation
                                                       Condensed Consolidating Statement of Income
                                                               Year Ended December 31, 1999
                                                                      (in thousands)
                                                   Alliant                             Other
                                                    Energy                            Alliant                         Consolidated
                                                    Parent                            Energy        Consolidating       Alliant
                                                    Company         Resources       Subsidiaries      Adjustments        Energy
                                                 ----------------------------------------------------------------------------------
Operating revenues:
<S>                                                      <C>              <C>        <C>                    <C>        <C>
  Electric utility                                       $--              $--        $1,548,938             $--        $1,548,938
  Gas utility                                             --               --           314,319              --           314,319
  Non-regulated and other                                 --          235,039           274,616        (244,939)          264,716
                                                 ----------------------------------------------------------------------------------
                                                          --          235,039         2,137,873        (244,939)        2,127,973
                                                 ----------------------------------------------------------------------------------

Operating expenses:
  Electric and steam production fuels                     --               --           262,305              --           262,305
  Purchased power                                         --               --           255,446              --           255,446
  Cost of utility gas sold                                --               --           180,519              --           180,519
  Other operation and maintenance                        286          194,577           712,943        (238,695)          669,111
  Depreciation and amortization                           --           31,692           247,396              --           279,088
  Taxes other than income taxes                           --            9,979           100,479          (5,489)          104,969
                                                 ----------------------------------------------------------------------------------
                                                         286          236,248         1,759,088        (244,184)        1,751,438
                                                 ----------------------------------------------------------------------------------

Operating income (loss)                                 (286)          (1,209)          378,785            (755)          376,535
                                                 ----------------------------------------------------------------------------------

Interest expense and other:
  Interest expense                                     8,230           24,871           113,177         (10,049)          136,229
  Allowance for funds used during construction            --               --            (7,292)             --            (7,292)
  Preferred dividend requirements of subsidiaries         --               --             6,706              --             6,706
  Gains on sales of McLeodUSA Inc. stock                  --          (40,272)               --              --           (40,272)
  Miscellaneous, net                                (203,972)         (30,702)          (10,316)        209,087           (35,903)
                                                 ----------------------------------------------------------------------------------
                                                    (195,742)         (46,103)          102,275         199,038            59,468
                                                 ----------------------------------------------------------------------------------

Income (loss) before income taxes                    195,456           44,894           276,510        (199,793)          317,067
                                                 ----------------------------------------------------------------------------------

Income tax expense (benefit)                          (1,125)           6,562           115,805            (756)          120,486
                                                 ----------------------------------------------------------------------------------

Net income (loss)                                   $196,581          $38,332          $160,705       ($199,037)         $196,581
                                                 ==================================================================================
</TABLE>

                                      -82-
<PAGE>
<TABLE>
<CAPTION>
                                                                          Alliant Energy Corporation
                                                                Condensed Consolidating Statement of Income
                                                                          Year Ended December 31, 1998
                                                                               (in thousands)

                                                   Alliant                           Other
                                                   Energy                           Alliant                          Consolidated
                                                   Parent                            Energy        Consolidating       Alliant
                                                   Company        Resources       Subsidiaries      Adjustments         Energy
                                                   -------------------------------------------------------------------------------
Operating revenues:
<S>                                                       <C>             <C>       <C>                      <C>        <C>
  Electric utility                                        $--             $--       $1,567,442               $--        $1,567,442
  Gas utility                                              --              --          295,590                --           295,590
  Non-regulated and other                                  --         238,676          175,627          (146,461)          267,842
                                                   -------------------------------------------------------------------------------
                                                           --         238,676        2,038,659          (146,461)        2,130,874
                                                   -------------------------------------------------------------------------------

Operating expenses:
  Electric and steam production fuels                      --              --          297,685                --           297,685
  Purchased power                                          --              --          255,332                --           255,332
  Cost of utility gas sold                                 --              --          166,453                --           166,453
  Other operation and maintenance                       2,304         203,925          679,503          (142,761)          742,971
  Depreciation and amortization                            --          33,835          245,670                --           279,505
  Taxes other than income taxes                            --           9,525           99,801            (3,700)          105,626
                                                   -------------------------------------------------------------------------------
                                                        2,304         247,285        1,744,444          (146,461)        1,847,572
                                                   -------------------------------------------------------------------------------

Operating income (loss)                                (2,304)         (8,609)         294,215                --           283,302
                                                   -------------------------------------------------------------------------------

Interest expense and other:
  Interest expense                                      6,016          23,298          106,681            (6,632)          129,363
  Allowance for funds used during construction             --              --           (6,812)               --            (6,812)
  Preferred dividend requirements of subsidiaries          --              --            6,699                --             6,699
  Miscellaneous, net                                 (101,341)         (5,777)             849           105,533              (736)
                                                   -------------------------------------------------------------------------------
                                                      (95,325)         17,521          107,417            98,901           128,514
                                                   -------------------------------------------------------------------------------

Income (loss) before income taxes                      93,021         (26,130)         186,798           (98,901)          154,788
                                                   -------------------------------------------------------------------------------

Income tax expense (benefit)                           (1,911)        (17,232)          77,256                --            58,113
                                                   -------------------------------------------------------------------------------

Net income (loss)                                     $94,932         ($8,898)        $109,542          ($98,901)          $96,675
                                                   ===============================================================================
</TABLE>

                                      -83-
<PAGE>
<TABLE>
<CAPTION>

                                                                     Alliant Energy Corporation
                                                                Condensed Consolidating Balance Sheet
                                                                     As of December 31, 2000
                                                                        (in thousands)
                                                      Alliant                           Other
                                                       Energy                          Alliant                       Consolidated
                                                       Parent                          Energy       Consolidating       Alliant
                                                      Company        Resources      Subsidiaries     Adjustments        Energy
                                                      ------------------------------------------------------------------------------
ASSETS
<S>                                                       <C>             <C>             <C>              <C>           <C>
Property, plant and equipment:
  Utility -
    Plant in service -
      Electric                                               $--              $--        $5,203,069            $--        $5,203,069
      Other                                                   --               --         1,048,506             --         1,048,506
                                                      ------------------------------------------------------------------------------
                                                              --               --         6,251,575             --         6,251,575
    Less - Accumulated depreciation                           --               --         3,296,546             --         3,296,546
    Construction work in progress                             --               --           130,856             --           130,856
    Nuclear fuel, net of amortization                         --               --            61,935             --            61,935
  Other property, plant and equipment, net                    --          553,911            17,687           (111)          571,487
                                                      ------------------------------------------------------------------------------
                                                              --          553,911         3,165,507           (111)        3,719,307
                                                      ------------------------------------------------------------------------------

Current assets:
  Cash and temporary cash investments                        574          133,957            13,884             --           148,415
  Accounts receivable, net                                   224           98,932           194,083             --           293,239
  Production fuel, at average cost                            --            1,379            45,248             --            46,627
  Materials and supplies, at average cost                     --            2,086            53,844             --            55,930
  Gas stored underground, at average cost                     --            2,983            38,376             --            41,359
  Other                                                  223,359           44,504           170,193       (312,645)          125,411
                                                      ------------------------------------------------------------------------------
                                                         224,157          283,841           515,628       (312,645)          710,981
                                                      ------------------------------------------------------------------------------

Investments:
  Consolidated subsidiaries                            1,884,976               --                --     (1,884,976)               --
  Investment in available-for-sale securities of
    McLeodUSA Inc.                                            --          569,951                --             --           569,951
  Investment in trading securities of McLeodUSA Inc.          --          220,912                --             --           220,912
  Investments in unconsolidated foreign entities              --          507,655                --             --           507,655
  Other                                                   30,511           72,148           337,484             --           440,143
                                                      ------------------------------------------------------------------------------
                                                       1,915,487        1,370,666           337,484     (1,884,976)        1,738,661
                                                      ------------------------------------------------------------------------------

                                                      ------------------------------------------------------------------------------
Deferred charges and other                                    --          104,339           460,478             --           564,817
                                                      ------------------------------------------------------------------------------

Total assets                                          $2,139,644       $2,312,757        $4,479,097    ($2,197,732)       $6,733,766
                                                      ==============================================================================
</TABLE>

                                      -84-
<PAGE>

<TABLE>
<CAPTION>
                                                                      Alliant Energy Corporation
                                                          Condensed Consolidating Balance Sheet (Continued)
                                                                       As of December 31, 2000
                                                                            (in thousands)

                                                      Alliant                           Other
                                                      Energy                           Alliant                        Consolidated
                                                      Parent                            Energy       Consolidating       Alliant
                                                      Company         Resources      Subsidiaries     Adjustments        Energy
                                                    -------------------------------------------------------------------------------
CAPITALIZATION AND LIABILITIES
<S>                                                    <C>              <C>           <C>                   <C>          <C>
Capitalization:
  Common stock and additional paid-in capital          $948,294         $232,684         $753,392      ($986,076)          $948,294
  Retained earnings                                     818,266          174,012          724,889       (899,005)           818,162
  Accumulated other comprehensive income                     --          276,591           (4,724)            --            271,867
  Shares in deferred compensation trust                    (851)              --               --             --               (851)
                                                    -------------------------------------------------------------------------------
       Total common equity                            1,765,709          683,287        1,473,557     (1,885,081)         2,037,472
                                                    -------------------------------------------------------------------------------

  Cumulative preferred stock of subsidiaries, net            --               --          113,790             --            113,790
  Long-term debt (excluding current portion)             24,000          731,736        1,154,380             --          1,910,116
                                                    -------------------------------------------------------------------------------
                                                      1,789,709        1,415,023        2,741,727     (1,885,081)         4,061,378
                                                    -------------------------------------------------------------------------------

Current liabilities:
  Current maturities and sinking funds                       --           10,917           81,560             --             92,477
  Commercial paper                                      283,885               --               --             --            283,885
  Other short-term borrowings                                --          110,783               --             --            110,783
  Accounts payable                                           --           51,231          245,728             --            296,959
  Other                                                  63,681           73,474          545,721       (312,645)           370,231
                                                    -------------------------------------------------------------------------------
                                                        347,566          246,405          873,009       (312,645)         1,154,335
                                                    -------------------------------------------------------------------------------

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                      (6,415)         411,614          526,476             --            931,675
  Derivative liability                                       --          181,925               --             --            181,925
  Other                                                   8,784           57,790          337,885             (6)           404,453
                                                    -------------------------------------------------------------------------------
                                                          2,369          651,329          864,361             (6)         1,518,053
                                                    -------------------------------------------------------------------------------

Total capitalization and liabilities                 $2,139,644       $2,312,757       $4,479,097    ($2,197,732)        $6,733,766
                                                    ===============================================================================
</TABLE>

                                      -85-
<PAGE>
<TABLE>
<CAPTION>
                                                                Alliant Energy Corporation
                                                          Condensed Consolidating Balance Sheet
                                                                 As of December 31, 1999
                                                                      (in thousands)

                                                          Alliant                           Other
                                                          Energy                           Alliant                      Consolidated
                                                          Parent                           Energy       Consolidating      Alliant
                                                          Company        Resources      Subsidiaries     Adjustments        Energy
                                                     -------------------------------------------------------------------------------
ASSETS
Property, plant and equipment:
  Utility -
    Plant in service -
<S>                                                           <C>             <C>         <C>                   <C>      <C>
      Electric                                                $--             $--         $5,032,675            $--      $5,032,675
      Other                                                    --              --            999,421             --         999,421
                                                     -------------------------------------------------------------------------------
                                                               --              --          6,032,096             --       6,032,096
    Less - Accumulated depreciation                            --              --          3,077,459             --       3,077,459
    Construction work in progress                              --              --            119,276             --         119,276
    Nuclear fuel, net of amortization                          --              --             54,363             --          54,363
  Other property, plant and equipment, net                     --         350,681              7,188           (111)        357,758
                                                     -------------------------------------------------------------------------------
                                                               --         350,681          3,135,464           (111)      3,486,034
                                                     -------------------------------------------------------------------------------

Current assets:
  Cash and temporary cash investments                      28,647          65,086             19,936             --         113,669
  Accounts receivable, net                                    150          47,278             97,999             --         145,427
  Production fuel, at average cost                             --              --             49,657             --          49,657
  Materials and supplies, at average cost                      --           1,313             51,127             --          52,440
  Gas stored underground, at average cost                      --              --             23,151             --          23,151
  Other                                                   222,313          18,724            151,681       (291,076)        101,642
                                                     -------------------------------------------------------------------------------
                                                          251,110         132,401            393,551       (291,076)        485,986
                                                     -------------------------------------------------------------------------------

Investments:
  Consolidated subsidiaries                             1,568,848              --                 --     (1,568,848)             --
  Investment in available-for-sale securities of
    McLeodUSA Inc.                                             --       1,123,790                 --             --       1,123,790
  Investments in unconsolidated foreign entities               --         198,055                 --             --         198,055
  Other                                                    16,218          15,061            299,845             --         331,124
                                                     -------------------------------------------------------------------------------
                                                        1,585,066       1,336,906            299,845     (1,568,848)      1,652,969
                                                     -------------------------------------------------------------------------------

                                                     -------------------------------------------------------------------------------
Deferred charges and other                                     --          28,561            422,133             --         450,694
                                                     -------------------------------------------------------------------------------

Total assets                                           $1,836,176      $1,848,549         $4,250,993    ($1,860,035)     $6,075,683
                                                     ===============================================================================
</TABLE>

                                      -86-
<PAGE>
<TABLE>
<CAPTION>
                                                                       Alliant Energy Corporation
                                                           Condensed Consolidating Balance Sheet (Continued)
                                                                        As of December 31, 1999
                                                                             (in thousands)

                                                        Alliant                           Other
                                                        Energy                           Alliant                       Consolidated
                                                        Parent                           Energy       Consolidating       Alliant
                                                        Company        Resources      Subsidiaries     Adjustments        Energy
                                                     -------------------------------------------------------------------------------
CAPITALIZATION AND LIABILITIES
<S>                                                       <C>              <C>            <C>              <C>               <C>
Capitalization:
  Common stock and additional paid-in capital              $943,198       $232,508         $752,109       ($984,617)        $943,198
  Retained earnings                                         577,568        (53,198)         637,429        (584,335)         577,464
  Accumulated other comprehensive income                         --        634,903               --              --          634,903
                                                     -------------------------------------------------------------------------------
       Total common equity                                1,520,766        814,213        1,389,538      (1,568,952)       2,155,565
                                                     -------------------------------------------------------------------------------

  Cumulative preferred stock of subsidiaries, net                --             --          113,638              --          113,638
  Long-term debt (excluding current portion)                 24,000        326,700        1,136,065              --        1,486,765
                                                     -------------------------------------------------------------------------------
                                                          1,544,766      1,140,913        2,639,241      (1,568,952)       3,755,968
                                                     -------------------------------------------------------------------------------

Current liabilities:
  Current maturities and sinking funds                           --          1,724           53,071              --           54,795
  Commercial paper                                          235,825        138,848               --              --          374,673
  Accounts payable                                               65         23,116          167,968              --          191,149
  Other                                                      51,744         33,981          518,360        (291,077)         313,008
                                                     -------------------------------------------------------------------------------
                                                            287,634        197,669          739,399        (291,077)         933,625
                                                     -------------------------------------------------------------------------------

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                          (5,988)       480,489          543,981              --        1,018,482
  Other                                                       9,764         29,478          328,372              (6)         367,608
                                                     -------------------------------------------------------------------------------
                                                              3,776        509,967          872,353              (6)       1,386,090
                                                     -------------------------------------------------------------------------------

Total capitalization and liabilities                     $1,836,176     $1,848,549       $4,250,993     ($1,860,035)      $6,075,683
                                                     ===============================================================================
</TABLE>

                                      -87-
<PAGE>
<TABLE>
<CAPTION>
                                                                 Alliant Energy Corporation
                                                       Condensed Consolidating Statement of Cash Flows
                                                                Year Ended December 31, 2000
                                                                       (in thousands)

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

<S>                                                             <C>              <C>          <C>         <C>             <C>
Net cash flows from (used for) operating activities             $390,155         $15,222      $428,195    ($401,723)      $431,849
                                                              ----------------------------------------------------------------------

Cash flows from (used for) financing activities:
    Common stock dividends declared                             (157,964)             --       (80,340)      80,340       (157,964)
    Net change in Resources' credit facility                          --         181,652            --           --        181,652
    Proceeds from issuance of exchangeable senior notes               --         402,500            --           --        402,500
    Proceeds from issuance of other long-term debt                    --          21,525       100,000           --        121,525
    Reductions in other long-term debt                                --         (13,641)      (51,196)          --        (64,837)
    Net change in other short-term borrowings                     48,060         110,805        (1,875)          --        156,990
    Other                                                          4,454         (13,962)      (25,922)       5,255        (30,175)
                                                              ----------------------------------------------------------------------
       Net cash flows from (used for) financing activities      (105,450)        688,879       (59,333)      85,595        609,691
                                                              ----------------------------------------------------------------------

Cash flows from (used for) investing activities:
    Construction and acquisition expenditures:
       Utility                                                        --              --      (304,656)          --       (304,656)
       Non-regulated businesses                                       --        (750,687)      (11,121)          --       (761,808)
    Proceeds from dispositions of assets                           2,281         105,892         3,336           --        111,509
    Other                                                       (315,059)          9,565       (62,473)     316,128        (51,839)
                                                              ----------------------------------------------------------------------
       Net cash flows from (used for) investing activities      (312,778)       (635,230)     (374,914)     316,128     (1,006,794)
                                                              ----------------------------------------------------------------------

Net increase (decrease) in cash and temporary
    cash investments                                             (28,073)         68,871        (6,052)          --         34,746
                                                              ----------------------------------------------------------------------
Cash and temporary cash investments at beginning of period        28,647          65,086        19,936           --        113,669
                                                              ----------------------------------------------------------------------
Cash and temporary cash investments at end of period                $574        $133,957       $13,884          $--       $148,415
                                                              ======================================================================

Supplemental cash flow information:
    Cash paid (refunded) during the period for:
       Interest                                                  $17,220         $49,013       $97,495          $--       $163,728
                                                              ======================================================================
       Income taxes                                              ($2,350)       ($20,891)     $140,136          $--       $116,895
                                                              ======================================================================
    Noncash investing and financing activities:
       Capital lease obligations incurred                            $--             $--       $20,419          $--        $20,419
                                                              ======================================================================
</TABLE>

                                      -88-
<PAGE>
<TABLE>
<CAPTION>
                                                                 Alliant Energy Corporation
                                                       Condensed Consolidating Statement of Cash Flows
                                                                Year Ended December 31, 1999
                                                                       (in thousands)
                                                               Alliant                         Other
                                                                Energy                        Alliant                   Consolidated
                                                                Parent                        Energy    Consolidating     Alliant
                                                               Company        Resources   Subsidiaries   Adjustments      Energy
                                                            ------------------------------------------------------------------------

<S>                                                                  <C>            <C>           <C>          <C>            <C>
Net cash flows from (used for) operating activities              $198,525       $32,561       $402,622     ($210,579)     $423,129
                                                            ------------------------------------------------------------------------

Cash flows from (used for) financing activities:
    Common stock dividends declared                              (156,489)       (8,161)      (178,699)      186,860      (156,489)
    Net change in Resources' credit facility                           --      (113,657)            --            --      (113,657)
    Proceeds from issuance of other long-term debt                     --       270,349         10,950            --       281,299
    Reductions in other long-term debt                                 --       (34,430)       (61,090)           --       (95,520)
    Net change in other short-term borrowings                     221,325        (1,738)       (50,000)           --       169,587
    Other                                                        (179,656)         (579)       168,829        29,279        17,873
                                                            ------------------------------------------------------------------------
       Net cash flows from (used for) financing activities       (114,820)      111,784       (110,010)      216,139       103,093
                                                            ------------------------------------------------------------------------

Cash flows from (used for) investing activities:
    Construction and acquisition expenditures:
       Utility                                                         --            --       (285,668)           --      (285,668)
       Non-regulated businesses                                        --      (192,067)          (838)           --      (192,905)
    Proceeds from dispositions of assets                               --        90,145          3,298            --        93,443
    Other                                                         (55,170)        9,731        (61,980)       48,169       (59,250)
                                                            ------------------------------------------------------------------------
       Net cash flows from (used for) investing activities        (55,170)      (92,191)      (345,188)       48,169      (444,380)
                                                            ------------------------------------------------------------------------

Net increase (decrease) in cash and temporary
    cash investments                                               28,535        52,154        (52,576)       53,729        81,842
                                                            ------------------------------------------------------------------------
Cash and temporary cash investments at beginning of period            112        12,932         72,512       (53,729)       31,827
                                                            ------------------------------------------------------------------------
Cash and temporary cash investments at end of period              $28,647       $65,086        $19,936           $--      $113,669
                                                            ========================================================================

Supplemental cash flow information:
    Cash paid (refunded) during the period for:
       Interest                                                    $8,079       $22,658        $99,477           $--      $130,214
                                                            ========================================================================
       Income taxes                                               ($2,993)      ($3,612)      $147,755           $--      $141,150
                                                            ========================================================================
    Noncash investing and financing activities:
       Capital lease obligations incurred                             $--           $--        $25,040           $--       $25,040
                                                            ========================================================================
</TABLE>

                                      -89-
<PAGE>

<TABLE>
<CAPTION>

                                                                 Alliant Energy Corporation
                                                       Condensed Consolidating Statement of Cash Flows
                                                                Year Ended December 31, 1998
                                                                       (in thousands)
                                                               Alliant                       Other
                                                               Energy                       Alliant                     Consolidated
                                                               Parent                       Energy       Consolidating       Alliant
                                                               Company      Resources     Subsidiaries     Adjustments        Energy
                                                             -----------------------------------------------------------------------

<S>                                                            <C>             <C>          <C>          <C>              <C>
Net cash flows from (used for) operating activities            $61,753         $49,265      $444,602     ($87,858)        $467,762
                                                             -----------------------------------------------------------------------

Cash flows from (used for) financing activities:
    Common stock dividends declared                           (140,679)         (2,011)      (85,953)      87,964         (140,679)
    Net change in Resources' credit facility                        --          70,492            --           --           70,492
    Proceeds from issuance of other long-term debt                  --           2,594        74,950           --           77,544
    Other                                                       71,270         (34,001)      (48,522)     (53,835)         (65,088)
                                                             -----------------------------------------------------------------------
        Net cash flows from (used for) financing activities    (69,409)         37,074       (59,525)      34,129          (57,731)
                                                             -----------------------------------------------------------------------

Cash flows from (used for) investing activities:
    Construction and acquisition expenditures:
       Utility                                                      --              --      (269,133)          --         (269,133)
       Non-regulated businesses                                     --        (102,585)         (340)          --         (102,925)
    Other                                                        1,746          13,490       (48,711)          --          (33,475)
                                                             -----------------------------------------------------------------------
       Net cash flows from (used for) investing activities       1,746         (89,095)     (318,184)          --         (405,533)
                                                             -----------------------------------------------------------------------

Net increase (decrease) in cash and temporary
    cash investments                                            (5,910)         (2,756)       66,893      (53,729)           4,498
                                                             -----------------------------------------------------------------------
Cash and temporary cash investments at beginning of period       6,022          15,688         5,619           --           27,329
                                                             -----------------------------------------------------------------------
Cash and temporary cash investments at end of period              $112         $12,932       $72,512     ($53,729)         $31,827
                                                             =======================================================================

Supplemental cash flow information:
    Cash paid (refunded) during the period for:
       Interest                                                 $5,992         $22,275       $98,109          $--         $126,376
                                                             =======================================================================
       Income taxes                                            ($2,430)       ($21,943)     $109,289          $--          $84,916
                                                             =======================================================================
    Noncash investing and financing activities:
       Capital lease obligations incurred                          $--             $--        $1,426          $--           $1,426
                                                             =======================================================================

</TABLE>

                                      -90-
<PAGE>


          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareowners of IES Utilities Inc.:

We have audited the accompanying consolidated balance
sheets and statements of capitalization of IES Utilities
Inc. (an Iowa corporation) and subsidiaries as of December
31, 2000 and 1999, and the related consolidated statements
of income, cash flows and changes in common equity for
each of the three years in the period ended December 31,
2000.  These financial statements and the supplemental
schedule referred to below are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements and supplemental
schedule based on our audits.

We conducted our audits in accordance with auditing
standards generally accepted in the United States.  Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles
used and significant estimates made by management, as well
as evaluating the overall financial statement
presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of IES Utilities Inc. and subsidiaries as of
December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three
years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the
United States.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The schedule
listed in Item 14(a)(2) is presented for purposes of complying
with the Securities and Exchange Commission's rules and is not
part of the basic financial statements.  This schedule has been
subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to
be set forth therein in relation to the basic financial
statements taken as a whole.




/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP


Milwaukee, Wisconsin
January 29, 2001

                                      -91-
<PAGE>
<TABLE>
<CAPTION>
                                                        IES UTILITIES INC.
                                                 CONSOLIDATED STATEMENTS OF INCOME

                                                                                    Year Ended December 31,
                                                                     2000                    1999                     1998
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                         (in thousands)
Operating revenues:
<S>                                                                      <C>                     <C>                      <C>
  Electric utility                                                       $651,459                $627,950                 $639,423
  Gas utility                                                             196,181                 145,825                  141,279
  Steam and other                                                          28,366                  26,921                   26,228
                                                              --------------------    --------------------     --------------------
                                                                          876,006                 800,696                  806,930
                                                              --------------------    --------------------     --------------------
-----------------------------------------------------------------------------------------------------------------------------------
Operating expenses:
  Electric and steam production fuels                                     118,364                  95,247                  113,181
  Purchased power                                                          83,575                  82,402                   71,637
  Cost of gas sold                                                        136,352                  88,308                   84,642
  Other operation and maintenance                                         215,741                 222,921                  239,972
  Depreciation and amortization                                           108,064                 101,053                   93,965
  Taxes other than income taxes                                            46,117                  49,266                   48,537
                                                              --------------------    --------------------     --------------------
                                                                          708,213                 639,197                  651,934
                                                              --------------------    --------------------     --------------------
-----------------------------------------------------------------------------------------------------------------------------------
Operating income                                                          167,793                 161,499                  154,996
                                                              --------------------    --------------------     --------------------
-----------------------------------------------------------------------------------------------------------------------------------
Interest expense and other:
  Interest expense                                                         50,962                  51,852                   52,354
  Allowance for funds used during construction                             (2,572)                 (2,366)                  (3,351)
  Miscellaneous, net                                                       (5,070)                 (3,818)                   2,589
                                                              --------------------    --------------------     --------------------
                                                                           43,320                  45,668                   51,592
                                                              --------------------    --------------------     --------------------
-----------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                                124,473                 115,831                  103,404
                                                              --------------------    --------------------     --------------------
-----------------------------------------------------------------------------------------------------------------------------------
Income taxes                                                               50,050                  49,385                   41,494
                                                              --------------------    --------------------     --------------------
-----------------------------------------------------------------------------------------------------------------------------------
Net income                                                                 74,423                  66,446                   61,910
                                                              --------------------    --------------------     --------------------
-----------------------------------------------------------------------------------------------------------------------------------
Preferred dividend requirements                                               914                     914                      914
                                                              --------------------    --------------------     --------------------
-----------------------------------------------------------------------------------------------------------------------------------
Earnings available for common stock                                       $73,509                 $65,532                  $60,996
                                                              ====================    ====================     ====================
-----------------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                      -92-
<PAGE>
<TABLE>
<CAPTION>
                                                        IES UTILITIES INC.
                                                    CONSOLIDATED BALANCE SHEETS

                                                                                                       December 31,
ASSETS                                                                                         2000                     1999
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      (in thousands)
Property, plant and equipment:
  Utility -
    Plant in service -
<S>                                                                                              <C>                     <C>
      Electric                                                                                   $2,253,695              $2,196,895
      Gas                                                                                           221,949                 207,769
      Steam                                                                                          59,416                  59,929
      Common                                                                                        146,536                 147,845
                                                                                        --------------------     -------------------
                                                                                                  2,681,596               2,612,438
    Less - Accumulated depreciation                                                               1,392,766               1,311,996
                                                                                        --------------------     -------------------
                                                                                                  1,288,830               1,300,442
    Construction work in progress                                                                    58,352                  37,572
    Leased nuclear fuel, net of amortization                                                         45,836                  39,284
                                                                                        --------------------     -------------------
                                                                                                  1,393,018               1,377,298
  Other property, plant and equipment, net of accumulated
    depreciation and amortization of $2,239 and $2,094, respectively                                  6,189                   5,481
                                                                                        --------------------     -------------------
                                                                                                  1,399,207               1,382,779
                                                                                        --------------------     -------------------
------------------------------------------------------------------------------------------------------------------------------------
Current assets:
  Cash and temporary cash investments                                                                 6,755                   5,720
  Accounts receivable:
    Customer, less allowance for doubtful accounts
      of $587 and $824, respectively                                                                 54,660                  14,130
    Associated companies                                                                              2,696                   5,696
    Other, less allowance for doubtful accounts
      of $373 and $817, respectively                                                                 17,329                  12,864
  Production fuel, at average cost                                                                   11,088                  12,312
  Materials and supplies, at average cost                                                            26,232                  24,722
  Gas stored underground, at average cost                                                            19,290                  11,462
  Adjustment clause balances                                                                         14,776                  11,099
  Regulatory assets                                                                                  14,839                  18,569
  Prepayments and other                                                                               3,442                   8,928
                                                                                        --------------------     -------------------
                                                                                                    171,107                 125,502
                                                                                        --------------------     -------------------
------------------------------------------------------------------------------------------------------------------------------------
Investments:
  Nuclear decommissioning trust funds                                                               112,172                 105,056
  Other                                                                                               6,276                   6,119
                                                                                        --------------------     -------------------
                                                                                                    118,448                 111,175
                                                                                        --------------------     -------------------
------------------------------------------------------------------------------------------------------------------------------------
Other assets:
  Regulatory assets                                                                                 117,574                 123,031
  Deferred charges and other                                                                         12,970                  13,321
                                                                                        --------------------     -------------------
                                                                                                    130,544                 136,352
                                                                                        --------------------     -------------------
------------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                     $1,819,306              $1,755,808
                                                                                        ====================     ===================
------------------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                      -93-
<PAGE>
<TABLE>
<CAPTION>
                                                          IES UTILITIES INC.
                                               CONSOLIDATED BALANCE SHEETS (Continued)

                                                                                                    December 31,
CAPITALIZATION AND LIABILITIES                                                             2000                      1999
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   (in thousands)
Capitalization (See Consolidated Statements of Capitalization):
<S>                                                                                             <C>                       <C>
  Common stock                                                                                  $33,427                   $33,427
  Additional paid-in capital                                                                    279,042                   279,042
  Retained earnings                                                                             267,829                   252,953
  Accumulated other comprehensive loss                                                              (18)                        -
                                                                                    --------------------      --------------------
    Total common equity                                                                         580,280                   565,422
                                                                                    --------------------      --------------------

  Cumulative preferred stock                                                                     18,320                    18,320
  Long-term debt (excluding current portion)                                                    469,771                   551,079
                                                                                    --------------------      --------------------
                                                                                              1,068,371                 1,134,821
                                                                                    --------------------      --------------------

----------------------------------------------------------------------------------------------------------------------------------

Current liabilities:
  Current maturities and sinking funds                                                           81,560                    51,196
  Capital lease obligations                                                                      12,651                    13,307
  Notes payable to associated companies                                                         101,095                    56,946
  Accounts payable                                                                               65,898                    41,273
  Accounts payable to associated companies                                                       30,375                    17,438
  Accrued interest                                                                               10,843                    10,833
  Accrued taxes                                                                                  48,069                    44,259
  Other                                                                                          28,921                    23,618
                                                                                    --------------------      --------------------
                                                                                                379,412                   258,870
                                                                                    --------------------      --------------------

----------------------------------------------------------------------------------------------------------------------------------

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                                                             224,164                   225,961
  Accumulated deferred investment tax credits                                                    25,063                    26,682
  Environmental liabilities                                                                      29,521                    26,292
  Pension and other benefit obligations                                                          26,884                    27,734
  Capital lease obligations                                                                      33,185                    25,977
  Other                                                                                          32,706                    29,471
                                                                                    --------------------      --------------------
                                                                                                371,523                   362,117
                                                                                    --------------------      --------------------

----------------------------------------------------------------------------------------------------------------------------------

Commitments and contingencies (Note 11)

----------------------------------------------------------------------------------------------------------------------------------

Total capitalization and liabilities                                                         $1,819,306                $1,755,808
                                                                                    ====================      ====================

----------------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                      -94-
<PAGE>
<TABLE>
<CAPTION>
                                                                  IES UTILITIES INC.
                                                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                        Year Ended December 31,
                                                                           2000                  1999                  1998
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                            (in thousands)
Cash flows from operating activities:
<S>                                                                            <C>                   <C>                   <C>
  Net income                                                                   $74,423               $66,446               $61,910
  Adjustments to reconcile net income to net cash
   flows from operating activities:
     Depreciation and amortization                                             108,064               101,053                93,965
     Amortization of leased nuclear fuel                                        13,867                11,400                12,513
     Amortization of deferred energy efficiency expenditures                    14,320                16,000                18,707
     Deferred taxes and investment tax credits                                 (13,253)               (6,399)              (17,921)
     Refueling outage provision                                                  7,787                (5,150)               (4,001)
     Impairment of regulatory assets                                                 -                     -                 8,969
     Other                                                                         714                 1,355                  (346)
  Other changes in assets and liabilities:
     Accounts receivable                                                       (41,995)               (2,979)                9,690
     Accounts payable                                                           37,562                (7,729)                3,158
     Accrued taxes                                                               3,810               (11,036)               (3,701)
     Adjustment clause balances                                                 (3,677)              (14,530)                8,829
     Benefit obligations and other                                               9,366                13,272                14,341
                                                                      -----------------    ------------------    ------------------
       Net cash flows from operating activities                                210,988               161,703               206,113
                                                                      -----------------    ------------------    ------------------

-----------------------------------------------------------------------------------------------------------------------------------

Cash flows used for financing activities:
    Common stock dividends declared                                            (58,633)              (87,951)              (18,840)
    Dividends payable                                                                -                (4,840)                4,840
    Preferred stock dividends                                                     (914)                 (914)                 (914)
    Proceeds from issuance of long-term debt                                         -                     -                10,000
    Reductions in long-term debt                                               (51,196)              (50,140)              (10,140)
    Net change in short-term borrowings                                         44,149                56,946                     -
    Principal payments under capital lease obligations                         (15,813)              (12,887)              (13,250)
    Other                                                                            -                   (20)                 (137)
                                                                      -----------------    ------------------    ------------------
      Net cash flows used for financing activities                             (82,407)              (99,806)              (28,441)
                                                                      -----------------    ------------------    ------------------

-----------------------------------------------------------------------------------------------------------------------------------

Cash flows used for investing activities:
    Utility construction expenditures                                         (121,116)             (107,342)             (115,371)
    Nuclear decommissioning trust funds                                         (6,008)               (6,008)               (6,008)
    Other                                                                         (422)                 (731)                1,381
                                                                      -----------------    ------------------    ------------------
      Net cash flows used for investing activities                            (127,546)             (114,081)             (119,998)
                                                                      -----------------    ------------------    ------------------

-----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and temporary cash investments                   1,035               (52,184)               57,674
                                                                      -----------------    ------------------    ------------------

-----------------------------------------------------------------------------------------------------------------------------------

Cash and temporary cash investments at beginning of period                       5,720                57,904                   230
                                                                      -----------------    ------------------    ------------------

-----------------------------------------------------------------------------------------------------------------------------------

Cash and temporary cash investments at end of period                            $6,755                $5,720               $57,904
                                                                      =================    ==================    ==================

-----------------------------------------------------------------------------------------------------------------------------------

Supplemental cash flow information:
  Cash paid during the period for:
    Interest                                                                   $43,678               $47,307               $50,177
                                                                      =================    ==================    ==================
    Income taxes                                                               $60,255               $70,779               $64,738
                                                                      =================    ==================    ==================
  Noncash investing and financing activities -
      Capital lease obligations incurred                                       $20,419               $25,040                $1,426
                                                                      =================    ==================    ==================

-----------------------------------------------------------------------------------------------------------------------------------

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

</TABLE>

                                      -95-
<PAGE>
<TABLE>
<CAPTION>
                                                               IES UTILITIES INC.
                                                   CONSOLIDATED STATEMENTS OF CAPITALIZATION
                                                                                                   December 31,
                                                                                          2000                     1999
--------------------------------------------------------------------------------------------------------------------------------
                                                                                      (in thousands, except share amounts)
Common equity:
<S>                                                                                         <C>                          <C>
  Common stock - $2.50 par value - authorized 24,000,000 shares;
    13,370,788 shares outstanding                                                              $33,427                  $33,427
  Additional paid-in capital                                                                   279,042                  279,042
  Retained earnings                                                                            267,829                  252,953
  Accumulated other comprehensive loss                                                             (18)                       -
                                                                                  ---------------------    ---------------------
                                                                                               580,280                  565,422
                                                                                  ---------------------    ---------------------

--------------------------------------------------------------------------------------------------------------------------------
Cumulative preferred stock:
  Cumulative, par value $50 per share, not mandatorily redeemable
      - authorized 466,406 shares; 366,406 shares outstanding:
          6.10% series, 100,000 shares outstanding                                               5,000                    5,000
          4.80% series, 146,406 shares outstanding                                               7,320                    7,320
          4.30% series, 120,000 shares outstanding                                               6,000                    6,000
                                                                                  ---------------------    ---------------------
                                                                                                18,320                   18,320
                                                                                  ---------------------    ---------------------

--------------------------------------------------------------------------------------------------------------------------------
Long-term debt:
  Collateral Trust Bonds:
      7.65% series, retired in 2000                                                                  -                   50,000
      7.25% series, due 2006                                                                    60,000                   60,000
      6-7/8% series, due 2007                                                                   55,000                   55,000
      6% series, due 2008                                                                       50,000                   50,000
      7% series, due 2023                                                                       50,000                   50,000
      5.5% series, due 2023                                                                     19,400                   19,400
                                                                                  ---------------------    ---------------------
                                                                                               234,400                  284,400
  First Mortgage Bonds:
      Series Y, 8-5/8%, due 2001                                                                60,000                   60,000
      9-1/8% series, due 2001                                                                   21,000                   21,000
      7-1/4% series, due 2007                                                                   30,000                   30,000
                                                                                  ---------------------    ---------------------
                                                                                               111,000                  111,000
  Pollution Control Revenue Bonds:
      5.75%, due serially 2001 to 2003                                                           2,800                    2,996
      Variable rate (5.1% at December 31, 2000), due 2003 to 2010                               10,100                   11,100
      Variable/fixed rate series 1998 (4.25% through 2003), due 2023                            10,000                   10,000
                                                                                  ---------------------    ---------------------
                                                                                                22,900                   24,096
  Subordinated Deferrable Interest Debentures, 7-7/8%, due 2025                                 50,000                   50,000
  Senior Debentures, 6-5/8%, due 2009                                                          135,000                  135,000
                                                                                  ---------------------    ---------------------
                                                                                               553,300                  604,496
                                                                                  ---------------------    ---------------------
  Less:
    Current maturities                                                                         (81,560)                 (51,196)
    Unamortized debt premium and (discount), net                                                (1,969)                  (2,221)
                                                                                  ---------------------    ---------------------
                                                                                               469,771                  551,079
                                                                                  ---------------------    ---------------------

--------------------------------------------------------------------------------------------------------------------------------

Total capitalization                                                                        $1,068,371               $1,134,821
                                                                                  =====================    =====================

--------------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                      -96-
<PAGE>
<TABLE>
<CAPTION>
                                                                  IES UTILITIES INC.
                                                 CONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY

                                                                                                          Accumulated
                                                                            Additional                      Other           Total
                                                                Common       Paid-In        Retained     Comprehensive     Common
                                                                Stock        Capital        Earnings     Income (Loss)      Equity
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        (in thousands)
1998:
<S>                                                             <C>          <C>            <C>              <C>           <C>
Beginning balance                                               $33,427      $279,042       $233,216         $ -           $545,685

 Earnings available for common stock                                                          60,996                         60,996
 Common stock dividends                                                                      (18,840)                       (18,840)
                                                             -----------  ------------  -------------   ----------   ---------------
Ending balance                                                   33,427       279,042        275,372            -           587,841

1999:
 Earnings available for common stock                                                          65,532                         65,532
 Common stock dividends                                                                      (87,951)                       (87,951)
                                                             -----------  ------------  -------------   ----------   ---------------
Ending balance                                                   33,427       279,042        252,953            -           565,422

2000:
 Comprehensive income:
   Earnings available for common stock                                                        73,509                         73,509
   Other comprehensive income (loss):
       Unrealized losses on derivatives qualified as hedges:
          Unrealized holding gains arising during period
             due to cumulative effect of a change in
                accounting principle, net of tax of $36                                                        51                51
          Other unrealized holding gains arising during
             period, net of tax of $153                                                                       215               215
          Less: reclassification adjustment for gains
             included in net income, net of tax of $201                                                       284               284
                                                                                                        ----------   ---------------
       Net unrealized losses on qualifying derivatives                                                        (18)              (18)
                                                                                                        ----------   ---------------
   Total comprehensive income                                                                                                73,491

 Common stock dividends                                                                      (58,633)                       (58,633)
                                                             -----------  ------------  -------------   ----------   ---------------
Ending balance                                                  $33,427      $279,042       $267,829         ($18)         $580,280
                                                             ===========  ============  =============   ==========   ===============

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                      -97-
<PAGE>

                       IES UTILITIES INC.
                       ------------------
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            ------------------------------------------

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

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)  General - The consolidated financial statements include
the accounts of IESU and its consolidated subsidiaries.  In the
fourth quarter of 1999, IESU's subsidiaries were merged into
IESU.  IESU is a subsidiary of Alliant Energy and is engaged
principally in the generation, transmission, distribution and
sale of electric energy; the purchase, distribution,
transportation and sale of natural gas; and steam services.
All of IESU's retail customers are located in Iowa.

(c)   Regulatory Assets - At December 31, 2000 and 1999,
regulatory assets of $132.4 million and $141.6 million,
respectively, were comprised of the following items (in
millions):
                                           2000        1999
                                        ----------- ------------
Tax-related (Note 1(d))                     $84.7       $83.0
Environmental liabilities (Note 11(e))       35.6        32.4
Energy efficiency program costs               8.8        22.2
Other                                         3.3         4.0
                                        ----------- ------------
                                           $132.4      $141.6
                                        =========== ============


(d)  Income Taxes - Alliant Energy files a consolidated federal
income tax return.  Under the terms of an agreement between
Alliant Energy and its subsidiaries, the subsidiaries calculate
their respective federal income tax provisions and make
payments to or receive payments from Alliant Energy as if they
were separate taxable entities.

(i)  Operating Revenues - IESU accrues revenues for services
rendered but unbilled at month-end.  In 1999, IESU recorded a
$5 million increase in the estimate of utility services
rendered but unbilled at month-end due to the implementation of
a refined estimation process.

(3)  LEASES
IESU's operating lease rental expenses for 2000, 1999 and 1998
were $9.6 million, $8.9 million and $9.0 million,
respectively.  IESU's future minimum lease payments by year are
as follows (in millions):

                                           Capital                Operating
Year                                      Leases                  Leases
------------------------------------ ------------------     --------------------
2001                                       $18.0                    $8.7
2002                                        12.4                     6.8
2003                                         7.8                     6.5
2004                                         7.3                     6.3
2005                                         3.3                     4.3
Thereafter                                   3.2                    22.2
                                     ------------------     --------------------
                                            52.0                   $54.8
                                                            ====================
Less:  Amount representing interest          6.2
                                     ------------------
Present value of net minimum
    capital lease payments                 $45.8
                                     ==================


                                      -98-
<PAGE>

(4)  UTILITY ACCOUNTS RECEIVABLE
An accounts receivable financing arrangement exists through
2001 for IESU, in which it may sell up to a maximum amount of
$65 million of accounts receivable to a financial institution
on a limited recourse basis.  Accounts receivable sold include
receivables arising from sales to customers and to other
public, municipal and cooperative utilities, as well as from
billings to the co-owners of the jointly-owned electric
generating plants operated by IESU.  IESU receives a fee for
billing and collection functions, which remain IESU's
responsibility, that approximates fair value.  In 2000, 1999
and 1998, IESU received approximately $0.7 billion, $0.6
billion and $0.8 billion, respectively, in aggregate proceeds
from this facility.  IESU uses proceeds from the sale of
accounts receivable and unbilled revenues to finance a portion
of its long-term cash needs.  Included in IESU's Consolidated
Statements of Income for 2000, 1999 and 1998, were fees
associated with these sales of $4.0 million, $3.1 million and
$3.8 million, respectively.

(5)  INCOME TAXES
The components of federal and state income taxes for IESU for
the years ended December 31 were as follows (in millions):

                                            2000        1999         1998
                                       ------------  ------------- ----------
Current tax expense                        $63.3        $55.8      $59.4
Deferred tax expense                       (11.6)        (3.8)     (15.3)
Amortization of investment tax credits      (1.6)        (2.6)      (2.6)
                                       ------------  ------------- ----------
                                           $50.1        $49.4      $41.5
                                       ============= ============  ==========


The overall effective income tax rates shown below for the
years ended December 31 were computed by dividing total income
tax expense by income before income taxes.
<TABLE>
<CAPTION>
                                                                  2000                 1999                1998
                                                            ----------------     ----------------     --------------
<S>                                                               <C>                  <C>                  <C>
Statutory federal income tax rate                                 35.0%                35.0%                35.0%
    State income taxes, net of federal benefits                    7.2                  7.0                  6.6
    Effect of rate making on property related differences          4.6                  5.1                  1.5
    Amortization of investment tax credits                        (2.2)                (2.2)                (2.5)
    Adjustment of prior period taxes                              (4.0)                (2.7)                (1.4)
    Other items, net                                              (0.4)                 0.4                  0.9
                                                            ----------------     ----------------     --------------
Overall effective income tax rate                                 40.2%                42.6%                40.1%
                                                            ================     ================     ==============
</TABLE>

The accumulated deferred income tax (assets) and liabilities
included on the Consolidated Balance Sheets at December 31
arise from the following temporary differences (in millions):

                                      2000       1999
                                    ---------  ---------
Property related                     $269.8     $276.2
Investment tax credit related         (17.0)     (18.9)
Other                                 (28.6)     (31.3)
                                    ---------  ---------
                                     $224.2     $226.0
                                    =========  =========

                                      -99-
<PAGE>

(6)  BENEFIT PLANS
(a)  Pension Plans and Other Postretirement Benefits - IESU has
two non-contributory defined benefit pension plans that cover
substantially all of its employees.  Benefits are based on the
employees' years of service and compensation.  IESU also
provides certain postretirement health care and life benefits
to eligible retirees.  In general, the health care plans are
contributory with participants' contributions adjusted annually
and the life insurance plans are non-contributory.

The weighted-average assumptions as of the measurement date of
September 30 are as follows:
<TABLE>
<CAPTION>
                                                        Qualified Pension Benefits                  Other Postretirement Benefits
                                                 ------------------------------------------ ----------------------------------------
                                                     2000          1999          1998           2000          1999             1998
                                                 ------------- ---------------------------- ------------- -------------- -----------
<S>                                                 <C>            <C>           <C>           <C>            <C>             <C>
Discount rate                                       8.00%          7.75%         6.75%         8.00%          7.75%           6.75%
Expected return on plan assets                        9%            9%            9%             9%            9%               9%
Rate of compensation increase                        3.5%          3.5%          3.5%           N/A            N/A             N/A
Medical cost trend on covered charges:
      Initial trend range                            N/A            N/A           N/A            9%            7%               8%
      Ultimate trend range                           N/A            N/A           N/A            5%            5%               6%

</TABLE>

The components of IESU's qualified pension benefits and other
postretirement benefits costs are as follows (in millions):
<TABLE>
<CAPTION>
                                                       Qualified Pension Benefits                    Other Postretirement Benefits
                                              --------------------------------------------     -------------------------------------
                                                 2000            1999             1998          2000           1999            1998
                                              -----------     ------------     -----------    ----------     ----------     --------
<S>                                               <C>             <C>              <C>           <C>            <C>            <C>
Service cost                                      $2.4            $2.6             $2.9          $0.9           $1.5           $1.5
Interest cost                                      7.9             7.6              8.0           3.6            4.4            4.2
Expected return on plan assets                   (11.0)          (10.3)           (11.3)         (2.6)          (2.0)          (1.1)
Amortization of:
   Transition obligation (asset)                  (0.2)           (0.2)            (0.2)          1.8            1.8            1.9
   Prior service cost                              1.0             0.9              0.9           --             --             --
   Actuarial gain                                 (1.0)            --              (0.4)         (0.9)           --             --
                                              -----------     ------------     -----------    ----------     ----------     --------
Total                                            ($0.9)           $0.6            ($0.1)         $2.8           $5.7           $6.5
                                              ===========     ============     ===========    ==========     ==========     ========
</TABLE>

During 1998, IESU recognized $1.2 million of curtailment
charges relating to IESU's other postretirement benefits.

The pension benefit cost shown above (and in the following
tables) represents only the pension benefit cost for bargaining
unit employees of IESU covered under the bargaining unit
pension plan that is sponsored by IESU.  The pension benefit
cost for IESU's non-bargaining employees who are now
participants in other Alliant Energy plans was $1.2 million,
$0.9 million and $2.7 million for 2000, 1999 and 1998,
respectively, including a special charge of $1.9 million in
1998 for severance and early retirement window programs.  In
addition, Corporate Services provides services to IESU.  The
allocated pension benefit costs associated with these services
was $1.3 million, $1.2 million and $0.5 million for 2000, 1999
and 1998, respectively.  The other postretirement benefit cost
shown above for each period (and in the following tables)
represents the other postretirement benefit cost for all IESU
employees.  The allocated other postretirement benefit cost
associated with Corporate Services for IESU was $0.3 million,
$0.4 million and $0.2 million for 2000, 1999 and 1998,
respectively.

The assumed medical trend rates are critical assumptions in
determining the service and interest cost and accumulated
postretirement benefit obligation related to postretirement
benefit costs.  A one percent change in the medical trend rates
for 2000, holding all other assumptions constant, would have
the following effects (in millions):

                                      1 Percent       1 Percent
                                       Increase       Decrease
                                     -------------  --------------
Effect on total of service and
    interest cost components             $0.7          ($0.6)
Effect on postretirement benefit
    obligation                           $5.1          ($4.9)

                                     -100-
<PAGE>


A reconciliation of the funded status of IESU's plans to the
amounts recognized on IESU's Consolidated Balance Sheets at
December 31 is presented below (in millions):

<TABLE>
<CAPTION>
                                                          Qualified Pension Benefits            Other Postretirement Benefits
                                                       ---------------------------------     ------------------------------------
                                                           2000               1999                2000                 1999
                                                       --------------     --------------     ---------------      ---------------
Change in benefit obligation:
<S>                                                        <C>                <C>                <C>                  <C>
  Net benefit obligation at beginning of year              $102.3             $113.1             $46.8                $65.2
  Service cost                                                2.4                2.6               0.9                  1.5
  Interest cost                                               7.9                7.6               3.6                  4.4
  Plan participants' contributions                           --                 --                 0.4                  0.4
  Plan amendments                                             2.3               --                (0.6)                (1.0)
  Actuarial loss (gain)                                      (6.0)             (14.3)              1.0                (20.1)
  Gross benefits paid                                        (6.4)              (6.7)             (3.4)                (3.6)
                                                       --------------     --------------     ---------------      ---------------
     Net benefit obligation at end of year                  102.5              102.3              48.7                 46.8
                                                       --------------     --------------     ---------------      ---------------

Change in plan assets:
  Fair value of plan assets at beginning of year            126.1              118.7              30.3                 21.7
  Actual return on plan assets                               11.5               14.1               6.2                  5.6
  Employer contributions                                     --                 --                 6.9                  6.2
  Plan participants' contributions                           --                 --                 0.4                  0.4
  Gross benefits paid                                        (6.4)              (6.7)             (3.4)                (3.6)
                                                       --------------     --------------     ---------------      ---------------
     Fair value of plan assets at end of year               131.2              126.1              40.4                 30.3
                                                       --------------     --------------     ---------------      ---------------

Funded status at end of year                                 28.7               23.8              (8.3)               (16.5)
Unrecognized net actuarial gain                             (30.8)             (25.4)            (20.3)               (18.6)
Unrecognized prior service cost                              10.1                8.9              (0.2)                (0.3)
Unrecognized net transition obligation (asset)               (1.2)              (1.4)             21.2                 23.6
                                                       --------------     --------------     ---------------      ---------------
     Net amount recognized at end of year                    $6.8               $5.9             ($7.6)              ($11.8)
                                                       ==============     ==============     ===============      ===============

Amounts recognized on the Consolidated
  Balance Sheets consist of:
     Prepaid benefit cost                                      $6.8               $5.9             $--                  $--
     Accrued benefit cost                                      --                 --                (7.6)               (11.8)
                                                         --------------     --------------     ---------------      ---------------
     Net amount recognized at measurement date                  6.8                5.9              (7.6)               (11.8)
                                                         --------------     --------------     ---------------      ---------------

Contributions paid after 9/30 and prior to 12/31               --                 --                 0.1                  3.4
                                                         --------------     --------------     ---------------      ---------------
     Net amount recognized at 12/31                            $6.8               $5.9             ($7.5)               ($8.4)
                                                         ==============     ==============     ===============      ===============
</TABLE>

Alliant Energy sponsors several non-qualified pension plans
which cover certain current and former officers.  The pension
expense allocated to IESU for these plans was $1.4 million,
$0.8 million and $1.4 million in 2000, 1999 and 1998,
respectively.

A significant number of IESU employees also participate in
defined contribution pension plans (401(k) plans).  IESU's
contributions to the plans, which are based on the
participants' level of contribution, were $2.1 million, $2.0
million and $2.8 million in 2000, 1999 and 1998, respectively.

(7)   COMMON AND PREFERRED STOCK
(b)   Preferred Stock - The carrying values of IESU's
cumulative preferred stock at December 31, 2000 and 1999 was
$18 million.  The fair market value, based upon the market
yield of similar securities and quoted market prices, at
December 31, 2000 and 1999 was $13 million and $12 million,
respectively.

                                     -101-
<PAGE>

(8)   DEBT
(a)   Short-Term Debt - Information regarding IESU's short-term
debt was as follows (dollars in millions):
<TABLE>
<CAPTION>
                                                      2000                 1999                1998
                                                 ---------------      ---------------     ----------------
As of year end:
<S>                                                   <C>                   <C>                 <C>
    Money pool borrowings                             $101.1                $56.9               $--
    Interest rate on money pool borrowings            6.6%                 5.8%                 N/A

For the year ended:
    Average amount of short-term debt
        (based on daily outstanding balances)          $70.3                $15.5               $--
    Average interest rate on short-term debt           6.5%                 5.3%                N/A
</TABLE>

(b)  Long-Term Debt - IESU's debt maturities for 2001 to 2005
are $81.6 million, $0.5 million, $4.1 million, $0 and $0,
respectively.  The carrying value of IESU's long-term debt at
December 31, 2000 and 1999 was $551 million and $602 million,
respectively.  The fair market value, based upon the market
yield of similar securities and quoted market prices, at
December 31, 2000 and 1999 was $542 million and $573 million,
respectively.

(9)  INVESTMENTS AND ESTIMATED FAIR VALUE OF FINANCIAL
INSTRUMENTS
Information relating to investments held by IESU that are
marked to market as a result of SFAS 115, "Accounting for
Certain Investments in Debt and Equity Securities," were as
follows (in millions):
<TABLE>
<CAPTION>

                                               December 31, 2000                   December 31, 1999
                                         -------------------------------     ------------------------------
                                                               Net                          Net Unrealized
                                         Carrying/Fair      Unrealized        Carrying/Fair    Gains/
                                             Value            Gains               Value        (Losses)
                                        --------------- ---------------      ------------- ---------------
Available-for-sale securities:
  Nuclear decommissioning trust funds:
<S>                                                 <C>          <C>                   <C>         <C>
     Equity securities                              $47          $24                   $47         $28
     Debt securities                                 65            1                    58         (1)
                                         --------------- ---------------      ------------- ---------------
        Total                                      $112          $25                  $105         $27
                                         =============== ===============      ============= ===============
</TABLE>

Nuclear Decommissioning Trust Funds - As required by SFAS 115,
IESU's debt and equity security investments in the nuclear
decommissioning trust funds are classified as
available-for-sale.  As of December 31, 2000, $35 million, $10
million and $20 million of the debt securities mature in
2001-2010, 2011-2020 and 2021-2030, respectively.  The fair
market value of the nuclear decommissioning trust funds was as
reported by the trustee, adjusted for the tax effect of
unrealized gains and losses.  Net unrealized holding gains were
recorded as part of accumulated provision for depreciation.
The funds realized gains/(losses) from the sales of securities
of ($0.2) million, $2.5 million and $0.4 million in 2000, 1999
and 1998, respectively (cost of the investments based on
specific identification were $11.3 million, $25.5 million and
$14.3 million, respectively, and proceeds from the sales were
$11.1 million, $28.0 million and $14.7 million, respectively).

(11)  COMMITMENTS AND CONTINGENCIES
(a)  Construction and Acquisition Program - IESU anticipates
2001 utility construction and acquisition expenditures will be
approximately $152 million.  During 2002-2005, IESU expects to
spend approximately $466 million for utility construction and
acquisition expenditures.

(b)  Purchased-Power and Transmission, Coal and Natural Gas
Contracts - Corporate Services has entered into purchased-power
and transmission, coal, and natural gas supply, transportation
and storage contracts as agent for IESU, WP&L and IPC.  The gas
supply commitments are all index-based.  Based on the System
Coordination and Operating Agreement, Alliant Energy annually

                                     -102-
<PAGE>

allocates purchased-power contracts to the individual
utilities.  Such process considers factors such as resource
mix, load growth and resource availability.  Refer to Note 16
for additional information.  In addition, Corporate Services
has entered into various coal contracts as agent for IESU, WP&L
and IPC.  Contract quantities are allocated to specific plants
at the individual utilities based on various factors including
projected heat input requirements, combustion compatibility and
efficiency.  However, for 2001, 2002 and 2003, system-wide
contracts of $21.3 million (5.1 million tons), $1.7 million
(0.5 million tons), and $1.7 million (0.5 million tons),
respectively, have not yet been allocated to the individual
utilities due to the need for additional analysis of combustion
compatibility and efficiency.  Corporate Services expects to
supplement its coal and natural gas supplies with spot market
purchases as needed.  The minimum commitments directly assigned
to IESU are as follows (dollars and Dths in millions; MWhs and
tons in thousands):
<TABLE>
<CAPTION>
                                                                                  Natural gas supply,
                 Purchased-power and              Coal (including             transportation and storage
                    transmission                  transportation)                      contracts
              --------------------------     ---------------------------     ------------------------------
               Dollars          MWhs          Dollars           Tons           Dollars            Dths
              -----------    -----------     -----------     -----------     -------------     ------------
<S>               <C>              <C>            <C>             <C>             <C>                <C>
2001              $11.2           --             $16.0           4,096           $69.3              101
2002                7.7           --               5.6           2,473            42.3               85
2003                7.7           --               5.4           2,401            16.0               64
2004                2.2           --               3.6           1,767             0.7                2
2005                 --           --               3.6           1,767             0.2                2

</TABLE>

(c)  Information Technology Services - Corporate Services has
an agreement, expiring in 2004, with EDS for information
technology services.  IESU's anticipated operating and capital
expenditures under the agreement for 2001 are estimated to
total approximately $11 million.  Future costs under the
agreement are variable and are dependent upon IESU's level of
usage of technological services from EDS.

(d)  Financial Guarantees - IESU had financial guarantees,
which were generally issued to support third-party borrowing
arrangements and similar transactions, amounting to $17 million
outstanding at December 31, 2000 and 1999.  Such guarantees
were not reflected in the consolidated financial statements.
Management believes that the likelihood of IESU having to make
any material cash payments under these agreements is remote.

(e)  Environmental Liabilities - IESU had recorded the
following environmental liabilities, and regulatory assets
associated with certain of these liabilities, as of December 31
(in millions):
<TABLE>
<CAPTION>
Environmental liabilities        2000               1999          Regulatory assets       2000               1999
-------------------------   ---------------    ---------------    ------------------  --------------     --------------
<S>                             <C>                 <C>                <C>                    <C>               <C>
   MGP sites                    $28.0               $24.5            MGP sites             $27.9             $24.5
   NEPA                           6.8                 7.0            NEPA                    7.5               7.7
   Other                          0.3                 0.3            Other                   0.2               0.2
                            ---------------    ---------------                        --------------     --------------
                                $35.1               $31.8                                  $35.6             $32.4
                            ===============    ===============                        ==============     ==============
</TABLE>

MGP Sites - Management currently estimates the range of
remaining costs to be incurred for the investigation,
remediation and monitoring of all IESU's sites to be
approximately $18 million to $37 million.

(13)  SEGMENTS OF BUSINESS
IESU is a regulated domestic utility, serving customers in
Iowa, and is broken down into three segments: a) electric
operations; b) gas operations; and c) other, which includes the
steam business and the unallocated portions of the utility
business.  Various line items in the following tables are not
allocated to the electric and gas segments for management
reporting purposes and therefore are included in "Other."
Intersegment revenues were not material to IESU's operations
and there was no single customer whose revenues exceeded 10
percent or more of IESU's consolidated revenues.  Certain
financial information relating to IESU's significant business
segments is presented below:

                                     -103-
<PAGE>
<TABLE>
<CAPTION>
                                                      Electric          Gas            Other          Total
---------------------------------------------------------------------------------------------------------------
                                                                         (in millions)
2000
<S>                                                    <C>            <C>             <C>             <C>
Operating revenue                                      $651.4         $196.2          $28.4           $876.0
Depreciation and amortization expense                    97.0            9.1            2.0            108.1
Operating income                                        153.7           11.3            2.8            167.8
Interest expense, net of AFUDC                                                         48.4             48.4
Miscellaneous, net                                                                     (5.1)            (5.1)
Income tax expense                                                                     50.1             50.1
Net income                                                                             74.4             74.4
Preferred dividends                                                                     0.9              0.9
Earnings available for common stock                                                    73.5             73.5
Total assets                                          1,465.3          239.6          114.4          1,819.3
Construction and acquisition expenditures               104.7           15.7            0.7            121.1

---------------------------------------------------------------------------------------------------------------

1999
Operating revenue                                      $628.0         $145.8          $26.9           $800.7
Depreciation and amortization expense                    91.0            8.2            1.9            101.1
Operating income                                        149.6            8.4            3.5            161.5
Interest expense, net of AFUDC                                                         49.5             49.5
Miscellaneous, net                                                                     (3.8)            (3.8)
Income tax expense                                                                     49.4             49.4
Net income                                                                             66.4             66.4
Preferred dividends                                                                     0.9              0.9
Earnings available for common stock                                                    65.5             65.5
Total assets                                          1,449.2          201.1          105.5          1,755.8
Construction and acquisition expenditures                92.7           13.8            0.8            107.3

---------------------------------------------------------------------------------------------------------------

1998
Operating revenue                                      $639.4         $141.3          $26.2           $806.9
Depreciation and amortization expense                    84.7            7.6            1.7             94.0
Operating income                                        143.4            7.6            4.0            155.0
Interest expense, net of AFUDC                                                         49.0             49.0
Miscellaneous, net                                                                      2.6              2.6
Income tax expense                                                                     41.5             41.5
Net income                                                                             61.9             61.9
Preferred dividends                                                                     0.9              0.9
Earnings available for common stock                                                    61.0             61.0
Total assets                                          1,440.8          201.2          147.0          1,789.0
Construction and acquisition expenditures               100.5           14.1            0.8            115.4

---------------------------------------------------------------------------------------------------------------
</TABLE>

                                     -104-
<PAGE>

 (14)  SELECTED CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    Quarter Ended
                                                 -----------------------------------------------------------------------------------
                                                      March 31             June 30            September 30          December 31
                                                 -------------------- ------------------   -------------------- --------------------
                                                                                    (in millions)
2000
<S>                                                      <C>                  <C>                  <C>                  <C>
  Operating revenues                                     $212.1               $182.0               $230.9               $251.0
  Operating income                                         35.5                 22.4                 75.9                 34.0
  Net income                                               16.1                  6.5                 37.4                 14.4
  Earnings available for common stock                      15.9                  6.3                 37.1                 14.2

1999
  Operating revenues                                     $209.3               $170.8               $228.3               $192.3
  Operating income                                         36.2                 24.1                 72.1                 29.1
  Net income                                               14.4                  7.0                 35.5                  9.5
  Earnings available for common stock                      14.2                  6.8                 35.3                  9.2
</TABLE>

(16)  RELATED PARTY ISSUES
In association with the 1998 merger that resulted in the formation
of Alliant Energy, IESU, WP&L and IPC entered into
a System Coordination and Operating Agreement which became
effective with the merger.  The agreement, which has been
approved by FERC, provides a contractual basis for coordinated
planning, construction, operation and maintenance of the
interconnected electric generation and transmission systems of
the three utility companies.  In addition, the agreement allows
the interconnected system to be operated as a single entity
with off-system capacity sales and purchases made to market
excess system capability or to meet system capability
deficiencies.  Such sales and purchases are allocated among the
three utility companies based on procedures included in the
agreement.  The sales amounts allocated to IESU were $15.4
million, $18.1 million and $18.0 million for 2000, 1999 and
1998, respectively.  The purchases allocated to IESU were $70.6
million, $71.3 million and $56.0 million for 2000, 1999 and
1998, respectively.  The procedures were approved by both FERC
and all state regulatory bodies having jurisdiction over these
sales.  Under the agreement, IESU, WP&L and IPC are fully
reimbursed for any generation expense incurred to support the
sale to an affiliate or to a non-affiliate.  Any margins on
sales to non-affiliates are distributed to the three utilities
in proportion to each utility's share of electric production at
the time of sale.

Pursuant to a service agreement approved by the SEC under
PUHCA, IESU receives various administrative and general
services from an affiliate, Corporate Services.  These services
are billed to IESU at cost based on payroll and other expenses
incurred by Corporate Services for the benefit of IESU.  These
costs totaled $100.0 million, $93.9 million and $59.3 million
for 2000, 1999 and 1998, respectively, and consisted primarily
of employee compensation, benefits and fees associated with
various professional services.  Corporate Services began
operations in May 1998 upon the consummation of the merger.  At
December 31, 2000 and 1999, IESU had an intercompany payable to
Corporate Services of $27.9 million and $16.4 million,
respectively.

                                     -105-
<PAGE>

(17)   INTERSTATE POWER AND LIGHT COMPANY MERGER
On March 15, 2000, the boards of directors of IESU and IPC
approved a merger agreement (as amended on November 29, 2000)
that will result in IPC merging with and into IESU (the
"Agreement").  Completion of the merger is subject to attaining
the necessary regulatory approvals and the
affirmative vote of the IPC common and preferred shareowners
voting together as a single class and the IESU common
shareowners and preferred shareowners of each series voting
separately as individual classes.  The vote is expected in
the second quarter of 2001.  Under the Agreement, each share of IPC common
stock outstanding will be cancelled without payment and each
share of IPC preferred stock outstanding will be cancelled and
converted into the right to receive one share of a new class of
IESU Class A preferred stock with substantially identical
designations, rights and preferences as the previously
outstanding IPC preferred stock.  IPC and IESU
are both wholly-owned operating subsidiaries of Alliant
Energy.  As such, the transaction will be accounted for as a
common control merger.

The following illustrates the impact of the merger if it had
occurred as of January 1, 1998 (in thousands):
<TABLE>
<CAPTION>
                                               2000                   1999                   1998
                                        ------------------    -------------------    -------------------
<S>                                         <C>                    <C>                    <C>
Operating revenues                          $1,234,007             $1,142,801             $1,162,819
Earnings available for common stock             99,724                 93,896                 77,278
</TABLE>

                                     -106-
<PAGE>

          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareowners of Wisconsin Power and Light Company:

We have audited the accompanying consolidated balance
sheets and statements of capitalization of Wisconsin Power
and Light Company (a Wisconsin corporation) and
subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of income, cash flows and
changes in common equity for each of the three years in
the period ended December 31, 2000.  These financial
statements and the supplemental schedule referred to below
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements and supplemental schedule based on our audits.

We conducted our audits in accordance with auditing
standards generally accepted in the United States.  Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles
used and significant estimates made by management, as well
as evaluating the overall financial statement
presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Wisconsin Power and Light Company and
subsidiaries as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for each
of the three years in the period ended December 31, 2000,
in conformity with accounting principles generally
accepted in the United States.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The schedule
listed in Item 14(a)(2) is presented for purposes of complying
with the Securities and Exchange Commission's rules and is not
part of the basic financial statements.  This schedule has been
subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to
be set forth therein in relation to the basic financial
statements taken as a whole.




/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP


Milwaukee, Wisconsin
January 29, 2001


                                     -107-
<PAGE>
<TABLE>
<CAPTION>
                                                WISCONSIN POWER AND LIGHT COMPANY
                                                CONSOLIDATED STATEMENTS OF INCOME

                                                                                    Year Ended December 31,
                                                                     2000                    1999                     1998
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                         (in thousands)
Operating revenues:
<S>                                                                      <C>                     <C>                      <C>
  Electric utility                                                       $692,191                $626,607                 $614,704
  Gas utility                                                             165,152                 120,770                  111,737
  Water                                                                     5,038                   5,128                    5,007
                                                              --------------------    --------------------     --------------------
                                                                          862,381                 752,505                  731,448
                                                              --------------------    --------------------     --------------------
-----------------------------------------------------------------------------------------------------------------------------------

Operating expenses:
  Electric production fuels                                               113,208                 110,521                  120,485
  Purchased power                                                         146,939                 107,598                  113,936
  Cost of gas sold                                                        107,131                  64,073                   61,409
  Other operation and maintenance                                         188,967                 172,131                  193,578
  Depreciation and amortization                                           139,911                 113,037                  119,221
  Taxes other than income taxes                                            29,163                  30,240                   30,169
                                                              --------------------    --------------------     --------------------
                                                                          725,319                 597,600                  638,798
                                                              --------------------    --------------------     --------------------

-----------------------------------------------------------------------------------------------------------------------------------

Operating income                                                          137,062                 154,905                   92,650
                                                              --------------------    --------------------     --------------------

-----------------------------------------------------------------------------------------------------------------------------------

Interest expense and other:
  Interest expense                                                         44,644                  40,992                   36,584
  Allowance for funds used during construction                             (5,365)                 (4,511)                  (3,049)
  Miscellaneous, net                                                      (16,536)                  1,836                   (1,129)
                                                              --------------------    --------------------     --------------------
                                                                           22,743                  38,317                   32,406
                                                              --------------------    --------------------     --------------------

-----------------------------------------------------------------------------------------------------------------------------------

Income before income taxes                                                114,319                 116,588                   60,244
                                                              --------------------    --------------------     --------------------

-----------------------------------------------------------------------------------------------------------------------------------

Income taxes                                                               42,918                  45,758                   24,670
                                                              --------------------    --------------------     --------------------

-----------------------------------------------------------------------------------------------------------------------------------

Income before cumulative effect of a change
   in accounting principle, net of tax                                     71,401                  70,830                   35,574
                                                              --------------------    --------------------     --------------------

-----------------------------------------------------------------------------------------------------------------------------------

Cumulative effect of a change in accounting
   principle, net of tax                                                       35                       -                        -
                                                              --------------------    --------------------     --------------------

-----------------------------------------------------------------------------------------------------------------------------------

Net income                                                                 71,436                  70,830                   35,574
                                                              --------------------    --------------------     --------------------

-----------------------------------------------------------------------------------------------------------------------------------

Preferred dividend requirements                                             3,310                   3,310                    3,310
                                                              --------------------    --------------------     --------------------

-----------------------------------------------------------------------------------------------------------------------------------

Earnings available for common stock                                       $68,126                 $67,520                  $32,264
                                                              ====================    ====================     ====================

-----------------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                     -108-
<PAGE>
<TABLE>
<CAPTION>
                                               WISCONSIN POWER AND LIGHT COMPANY
                                                  CONSOLIDATED BALANCE SHEETS

                                                                                                    December 31,
ASSETS                                                                                      2000                    1999
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   (in thousands)
Property, plant and equipment:
  Utility -
    Plant in service -
<S>                                                                                           <C>                     <C>
      Electric                                                                                $2,007,974              $1,921,624
      Gas                                                                                        273,457                 258,132
      Water                                                                                       29,869                  27,770
      Common                                                                                     223,921                 218,607
                                                                                     --------------------    --------------------
                                                                                               2,535,221               2,426,133
    Less - Accumulated depreciation                                                            1,380,723               1,266,366
                                                                                     --------------------    --------------------
                                                                                               1,154,498               1,159,767
    Construction work in progress                                                                 59,133                  66,784
    Nuclear fuel, net of amortization                                                             16,099                  15,079
                                                                                     --------------------    --------------------
                                                                                               1,229,730               1,241,630
  Other property, plant and equipment, net of accumulated
    depreciation and amortization of $195 and $169, respectively                                     369                     608
                                                                                     --------------------    --------------------
                                                                                               1,230,099               1,242,238
                                                                                     --------------------    --------------------

---------------------------------------------------------------------------------------------------------------------------------

Current assets:
  Cash and temporary cash investments                                                              2,584                   3,555
  Accounts receivable:
    Customer                                                                                      51,769                  22,061
    Associated companies                                                                           2,211                   5,067
    Other                                                                                         13,865                  10,984
  Production fuel, at average cost                                                                17,811                  20,663
  Materials and supplies, at average cost                                                         21,639                  20,439
  Gas stored underground, at average cost                                                         13,876                   8,624
  Prepaid gross receipts tax                                                                      23,088                  20,864
  Other                                                                                            6,397                   9,275
                                                                                     --------------------    --------------------
                                                                                                 153,240                 121,532
                                                                                     --------------------    --------------------

---------------------------------------------------------------------------------------------------------------------------------

Investments:
  Nuclear decommissioning trust funds                                                            195,768                 166,202
  Other                                                                                           14,362                  15,272
                                                                                     --------------------    --------------------
                                                                                                 210,130                 181,474
                                                                                     --------------------    --------------------

---------------------------------------------------------------------------------------------------------------------------------

Other assets:
  Regulatory assets                                                                               88,721                  82,161
  Deferred charges and other                                                                     174,834                 138,730
                                                                                     --------------------    --------------------
                                                                                                 263,555                 220,891
                                                                                     --------------------    --------------------

---------------------------------------------------------------------------------------------------------------------------------

Total assets                                                                                  $1,857,024              $1,766,135
                                                                                     ====================    ====================

---------------------------------------------------------------------------------------------------------------------------------

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

</TABLE>

                                     -109-
<PAGE>
<TABLE>
<CAPTION>
                                                  WISCONSIN POWER AND LIGHT COMPANY
                                               CONSOLIDATED BALANCE SHEETS (Continued)

                                                                                                  December 31,
CAPITALIZATION AND LIABILITIES                                                          2000                      1999
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands)
<S>                                                                                          <C>                       <C>
Capitalization (See Consolidated Statements of Capitalization):
  Common stock                                                                               $66,183                   $66,183
  Additional paid-in capital                                                                 229,516                   229,438
  Retained earnings                                                                          371,602                   303,476
  Accumulated other comprehensive loss                                                        (4,708)                        -
                                                                                 --------------------      --------------------
    Total common equity                                                                      662,593                   599,097
                                                                                 --------------------      --------------------

  Cumulative preferred stock                                                                  59,963                    59,963
  Long-term debt (excluding current portion)                                                 514,209                   414,673
                                                                                 --------------------      --------------------
                                                                                           1,236,765                 1,073,733
                                                                                 --------------------      --------------------

-------------------------------------------------------------------------------------------------------------------------------

Current liabilities:
  Current maturities                                                                               -                     1,875
  Variable rate demand bonds                                                                  55,100                    55,100
  Notes payable to associated companies                                                       29,244                   125,749
  Accounts payable                                                                           120,155                    88,245
  Accounts payable to associated companies                                                    32,442                    25,306
  Other                                                                                       36,266                    30,283
                                                                                 --------------------      --------------------
                                                                                             273,207                   326,558
                                                                                 --------------------      --------------------

-------------------------------------------------------------------------------------------------------------------------------

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                                                          222,819                   235,838
  Accumulated deferred investment tax credits                                                 29,472                    31,311
  Customer advances                                                                           34,815                    34,643
  Environmental liabilities                                                                    7,564                    10,861
  Other                                                                                       52,382                    53,191
                                                                                 --------------------      --------------------
                                                                                             347,052                   365,844
                                                                                 --------------------      --------------------

-------------------------------------------------------------------------------------------------------------------------------

Commitments and contingencies (Note 11)

-------------------------------------------------------------------------------------------------------------------------------

Total capitalization and liabilities                                                      $1,857,024                $1,766,135
                                                                                 ====================      ====================

-------------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                     -110-
<PAGE>
<TABLE>
<CAPTION>
                                                        WISCONSIN POWER AND LIGHT COMPANY
                                                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                          Year Ended December 31,
                                                                             2000                   1999                   1998
------------------------------------------------------------------------------------------------------------------------------------
                                                                                            (in thousands)
Cash flows from operating activities:
<S>                                                                           <C>                    <C>                    <C>
  Net income                                                                  $71,436                $70,830                $35,574
  Adjustments to reconcile net income to net cash
   flows from operating activities:
     Depreciation and amortization                                            139,911                113,037                119,221
     Amortization of nuclear fuel                                               5,066                  6,094                  5,356
     Deferred taxes and investment tax credits                                (12,077)               (12,618)                (7,529)
     Other                                                                    (16,003)                 2,432                 (2,089)
  Other changes in assets and liabilities:
     Accounts receivable                                                      (29,733)               (13,423)                12,845
     Accounts payable                                                          39,046                  8,482                 19,452
     Benefit obligations and other                                            (21,797)               (11,854)                (5,509)
                                                                    ------------------     ------------------    -------------------
       Net cash flows from operating activities                               175,849                162,980                177,321
                                                                    ------------------     ------------------    -------------------

------------------------------------------------------------------------------------------------------------------------------------

Cash flows from (used for) financing activities:
    Common stock dividends                                                          -                (58,353)               (58,341)
    Preferred stock dividends                                                  (3,310)                (3,310)                (3,310)
    Proceeds from issuance of long-term debt                                  100,000                      -                 60,000
    Reductions in long-term debt                                               (1,875)                     -                 (8,899)
    Net change in short-term borrowings                                       (96,505)                48,950                 (4,201)
    Capital contribution from parent                                                -                 30,000                      -
    Other                                                                      (1,242)                     -                 (1,966)
                                                                    ------------------     ------------------    -------------------
      Net cash flows from (used for) financing activities                      (2,932)                17,287                (16,717)
                                                                    ------------------     ------------------    -------------------

------------------------------------------------------------------------------------------------------------------------------------

Cash flows used for investing activities:
    Utility construction expenditures                                        (131,640)              (131,915)              (117,143)
    Nuclear decommissioning trust funds                                       (16,092)               (16,092)               (14,297)
    Other                                                                     (26,156)               (30,516)               (29,845)
                                                                    ------------------     ------------------    -------------------
      Net cash flows used for investing activities                           (173,888)              (178,523)              (161,285)
                                                                    ------------------     ------------------    -------------------

------------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and temporary cash investments                   (971)                 1,744                   (681)
                                                                    ------------------     ------------------    -------------------

------------------------------------------------------------------------------------------------------------------------------------

Cash and temporary cash investments at beginning of period                      3,555                  1,811                  2,492
                                                                    ------------------     ------------------    -------------------

------------------------------------------------------------------------------------------------------------------------------------

Cash and temporary cash investments at end of period                           $2,584                 $3,555                 $1,811
                                                                    ==================     ==================    ===================

------------------------------------------------------------------------------------------------------------------------------------

Supplemental cash flow information:
  Cash paid during the period for:
    Interest                                                                  $40,455                $38,330                $33,368
                                                                    ==================     ==================    ===================
    Income taxes                                                              $54,676                $47,164                $31,951
                                                                    ==================     ==================    ===================

------------------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                     -111-
<PAGE>
<TABLE>
<CAPTION>
                                                       WISCONSIN POWER AND LIGHT COMPANY
                                                   CONSOLIDATED STATEMENTS OF CAPITALIZATION
                                                                                                     December 31,
                                                                                             2000                     1999
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                         (in thousands, except share amounts)
Common equity:
<S>                                                                                                 <C>                     <C>
    Common stock - $5.00 par value - authorized 18,000,000 shares;
       13,236,601 shares outstanding                                                              $66,183                  $66,183
    Additional paid-in capital                                                                    229,516                  229,438
    Retained earnings                                                                             371,602                  303,476
    Accumulated other comprehensive loss                                                           (4,708)                       -
                                                                                     ---------------------    ---------------------
                                                                                                  662,593                  599,097
                                                                                     ---------------------    ---------------------

-----------------------------------------------------------------------------------------------------------------------------------
Cumulative preferred stock:
    Cumulative, without par value, not mandatorily redeemable - authorized
      3,750,000 shares, maximum aggregate stated value $150,000,000:
        $100 stated value - 4.50% series, 99,970 shares outstanding                                 9,997                    9,997
        $100 stated value - 4.80% series, 74,912 shares outstanding                                 7,491                    7,491
        $100 stated value - 4.96% series, 64,979 shares outstanding                                 6,498                    6,498
        $100 stated value - 4.40% series, 29,957 shares outstanding                                 2,996                    2,996
        $100 stated value - 4.76% series, 29,947 shares outstanding                                 2,995                    2,995
        $100 stated value - 6.20% series, 150,000 shares outstanding                               15,000                   15,000
        $25 stated value - 6.50% series, 599,460 shares outstanding                                14,986                   14,986
                                                                                     ---------------------    ---------------------
                                                                                                   59,963                   59,963
                                                                                     ---------------------    ---------------------

-----------------------------------------------------------------------------------------------------------------------------------
Long-term debt:
    First Mortgage Bonds:
      1984 Series A, variable rate (5% at December 31, 2000), due 2014                              8,500                    8,500
      1988 Series A, variable rate (5.15% at December 31, 2000), due 2015                          14,600                   14,600
      1990 Series V, 9.3%, due 2025                                                                27,000                   27,000
      1991 Series A, variable rate (4.85% at December 31, 2000), due 2015                          16,000                   16,000
      1991 Series B, variable rate (4.85% at December 31, 2000), due 2005                          16,000                   16,000
      1991 Series C, retired in 2000                                                                    -                    1,000
      1991 Series D, retired in 2000                                                                    -                      875
      1992 Series W, 8.6%, due 2027                                                                90,000                   90,000
      1992 Series X, 7.75%, due 2004                                                               62,000                   62,000
      1992 Series Y, 7.6%, due 2005                                                                72,000                   72,000
                                                                                     ---------------------    ---------------------
                                                                                                  306,100                  307,975
    Debentures, 7%, due 2007                                                                      105,000                  105,000
    Debentures, 5.7%, due 2008                                                                     60,000                   60,000
    Debentures, 7-5/8%, due 2010                                                                  100,000                        -
                                                                                     ---------------------    ---------------------
                                                                                                  571,100                  472,975
                                                                                     ---------------------    ---------------------
    Less:
       Current maturities                                                                               -                   (1,875)
       Variable rate demand bonds                                                                 (55,100)                 (55,100)
       Unamortized debt premium and (discount), net                                                (1,791)                  (1,327)
                                                                                     ---------------------    ---------------------
                                                                                                  514,209                  414,673
                                                                                     ---------------------    ---------------------

-----------------------------------------------------------------------------------------------------------------------------------

Total capitalization                                                                           $1,236,765               $1,073,733
                                                                                     =====================    =====================

------------------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                     -112-
<PAGE>
<TABLE>
<CAPTION>
                                                          WISCONSIN POWER AND LIGHT COMPANY
                                                 CONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY

                                                                                                         Accumulated
                                                                             Additional                     Other           Total
                                                                Common        Paid-In        Retained   Comprehensive      Common
                                                                 Stock        Capital        Earnings   Income (Loss)      Equity
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                   (in thousands)
1998:
<S>                                                             <C>           <C>            <C>               <C>        <C>
Beginning balance                                               $66,183       $199,170       $320,386          $ -        $585,739

 Earnings available for common stock                                                           32,264                       32,264
 Common stock dividends                                                                       (58,341)                     (58,341)
 Common stock issued                                                               268                                         268
                                                            ------------   ------------   ------------ -------------   ------------
Ending balance                                                   66,183        199,438        294,309             -        559,930

1999:
 Earnings available for common stock                                                           67,520                       67,520
 Common stock dividends                                                                       (58,353)                     (58,353)
 Capital contribution from parent                                               30,000                                      30,000
                                                            ------------   ------------   ------------ -------------   ------------
Ending balance                                                   66,183        229,438        303,476             -        599,097

2000:
 Comprehensive income:
   Earnings available for common stock                                                         68,126                       68,126
   Other comprehensive income (loss):
       Unrealized losses on derivatives qualified as hedges:
          Unrealized holding losses arising during period
             due to cumulative effect of a change in
                accounting principle, net of tax of ($430)                                                     (642)          (642)
          Other unrealized holding losses arising during
             period, net of tax of ($3,634)                                                                  (5,151)        (5,151)
          Less: reclassification adjustment for losses
             included in net income, net of tax of ($769)                                                    (1,085)        (1,085)
                                                                                                       -------------   ------------
       Net unrealized losses on qualifying derivatives                                                       (4,708)        (4,708)
                                                                                                       -------------   ------------

   Total comprehensive income                                                                                               63,418

 Common stock issued                                                                78                                          78
                                                            ------------   ------------   ------------ -------------   ------------
Ending balance                                                  $66,183       $229,516       $371,602       ($4,708)      $662,593
                                                            ============   ============   ============ ===============  ============

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                     -113-
<PAGE>

                WISCONSIN POWER AND LIGHT COMPANY
                ---------------------------------
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            ------------------------------------------

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

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)  General - The consolidated financial statements include
the accounts of WP&L and its consolidated subsidiaries.  WP&L
is a subsidiary of Alliant Energy and is engaged principally in
the generation, transmission, distribution and sale of electric
energy; the purchase, distribution, transportation and sale of
natural gas; and water services.  Nearly all of WP&L's retail
customers are located in south and central Wisconsin.  WP&L's
principal consolidated subsidiaries are WPL Transco LLC and
South Beloit.

(c)  Regulatory Assets - At December 31, 2000 and 1999,
regulatory assets of $92.4 million and $85.9 million,
respectively, were comprised of the following items (in
millions):

                                          2000     1999
                                         ------  -------
Tax-related (Note 1(d))                  $37.6   $43.4
Energy efficiency program costs           19.8     7.0
Environmental liabilities (Note 11(e))    16.6    19.1
Other                                     18.4    16.4
                                        ------- ------
                                         $92.4   $85.9
                                        ======= ======

(d)  Income Taxes - Alliant Energy files a consolidated federal
income tax return.  Under the terms of an agreement between
Alliant Energy and its subsidiaries, the subsidiaries calculate
their respective federal income tax provisions and make
payments to or receive payments from Alliant Energy as if they
were separate taxable entities.

(3)  LEASES
WP&L's operating lease rental expenses for 2000, 1999 and 1998
were $7.9 million, $7.7 million and $6.4 million,
respectively.  WP&L's future minimum lease payments by year are
as follows (in millions):

                Operating
Year              Leases
--------------  -----------
2001              $14.0
2002               16.5
2003               15.5
2004               15.1
2005               15.2
Thereafter         64.2
                -----------
                 $140.5
                ===========

(4)  UTILITY ACCOUNTS RECEIVABLE
An accounts receivable financing arrangement exists through
2001 for WP&L, in which it may sell up to a maximum amount of
$150 million of accounts receivable to a financial institution
on a limited recourse basis.  Accounts receivable sold include
receivables arising from sales to customers and to other
public, municipal and cooperative utilities, as well as from
billings to the co-owners of the jointly-owned electric
generating plants operated by WP&L.  WP&L receives a fee for
billing and collection functions, which remain WP&L's
responsibility, that approximates fair value.  In 2000, 1999
and 1998, WP&L received approximately $0.9 billion, $0.9
billion and $1.0 billion, respectively, in aggregate proceeds
from this facility.  WP&L uses proceeds from the sale of
accounts receivable and unbilled revenues to finance a portion
of its long-term cash needs.  Included in WP&L's Consolidated
Statements of Income for 2000, 1999 and 1998, were fees
associated with these sales of $5.0 million, $4.0 million and
$4.9 million, respectively.

                                     -114-
<PAGE>

(5)  INCOME TAXES
The components of federal and state income taxes for WP&L for
the years ended December 31 were as follows (in millions):
<TABLE>
<CAPTION>
                               2000        1999        1998
                             ----------  ---------   ---------
<S>                            <C>         <C>        <C>
Current tax expense            $55.0       $58.4      $32.2
Deferred tax expense           (10.2)      (10.7)      (5.6)
Amortization of
  investment tax credits        (1.9)       (1.9)      (1.9)
                             ----------  ---------   ---------
                               $42.9       $45.8      $24.7
                             ==========  =========   =========
</TABLE>

The overall effective income tax rates shown below for the
years ended December 31 were computed by dividing total income
tax expense by income before income taxes.
<TABLE>
<CAPTION>
                                                         2000                   1999                  1998
                                                    ----------------      -----------------      ----------------
<S>                                                       <C>                   <C>                    <C>
Statutory federal income tax rate                         35.0%                 35.0%                  35.0%
    State income taxes, net of federal benefits            6.0                   6.3                    7.8
    Amortization of investment tax credits                (1.6)                 (1.6)                  (3.1)
    Adjustment of prior period taxes                      (0.8)                 (0.3)                  --
    Merger expenses                                        --                   --                      2.5
    Amortization of excess deferred taxes                 (1.3)                 (1.3)                  (2.5)
    Other items, net                                       0.2                   1.1                    1.3
                                                    ----------------      -----------------      ----------------
Overall effective income tax rate                         37.5%                 39.2%                  41.0%
                                                    ================      =================      ================
</TABLE>

The accumulated deferred income tax (assets) and liabilities
included on the Consolidated Balance Sheets at December 31
arise from the following temporary differences (in millions):

                        2000       1999
                      ---------  ---------
Property related       $260.5     $271.9
Investment tax
  credit related        (19.7)     (21.0)
Other                   (18.0)     (15.1)
                      ---------  ---------
                       $222.8     $235.8
                      =========  =========

(6)  BENEFIT PLANS
(a)  Pension Plans and Other Postretirement Benefits - WP&L has
two non-contributory defined benefit pension plans that cover
substantially all of its employees.  Benefits are based on the
employees' years of service and compensation.  WP&L also
provides certain postretirement health care and life benefits
to eligible retirees.  In general, the health care plans are
contributory with participants' contributions adjusted annually
and the life insurance plans are non-contributory.

The weighted-average assumptions as of the measurement date of
September 30 are as follows:
<TABLE>
<CAPTION>
                                                 Qualified Pension Benefits                  Other Postretirement Benefits
                                         ------------------------------------------- -----------------------------------------------
                                             2000           1999           1998          2000           1999             1998
                                         -------------- -------------- ------------- -------------- -------------- -----------------
<S>                                          <C>            <C>           <C>            <C>            <C>             <C>
Discount rate                                8.00%          7.75%         6.75%          8.00%          7.75%           6.75%
Expected return on plan assets                9%             9%             9%            9%             9%               9%
Rate of compensation increase                3.5%           3.5%           3.5%          3.5%           3.5%             3.5%
Medical cost trend on covered charges:
      Initial trend range                     N/A            N/A           N/A            9%             7%               8%
      Ultimate trend range                    N/A            N/A           N/A            5%             5%               5%
</TABLE>

                                     -115-
<PAGE>

The components of WP&L's qualified pension benefits and other
postretirement benefits costs are as follows (in millions):
<TABLE>
<CAPTION>
                                           Qualified Pension Benefits                   Other Postretirement Benefits
                                   -------------------------------------------     ----------------------------------------
                                      2000             1999            1998          2000          1999            1998
                                   ------------    -------------    -----------    ----------    ----------     -----------
<S>                                    <C>             <C>              <C>           <C>           <C>            <C>
Service cost                           $3.0            $3.8             $3.2          $1.4          $1.6           $1.7
Interest cost                           8.9             8.9              8.5           3.3           2.7            2.6
Expected return on plan assets        (12.9)          (12.9)           (12.8)         (1.6)         (1.5)          (1.5)
Amortization of:
   Transition obligation (asset)       (2.1)           (2.1)            (2.1)          1.2           1.2            1.3
   Prior service cost                   0.4             0.4              0.5           --            --             --
   Actuarial loss (gain)                --              0.2              --           (0.8)         (0.9)          (1.1)
                                   ------------    -------------    -----------    ----------    ----------     -----------
Total                                 ($2.7)          ($1.7)           ($2.7)         $3.5          $3.1           $3.0
                                   ============    =============    ===========    ==========    ==========     ===========
</TABLE>

During 1998, WP&L recognized an additional $0.6 million of
costs in accordance with SFAS 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans
and for Termination Benefits," for severance and early
retirement programs.  In addition, during 1998, WP&L recognized
$3.6 million of curtailment charges relating to WP&L's other
postretirement benefits.

The pension benefit cost shown above (and in the following
tables) represents only the pension benefit cost for bargaining
unit employees of WP&L covered under the bargaining unit
pension plan that is sponsored by WP&L.  The pension benefit
cost for WP&L's non-bargaining employees who are now
participants in other Alliant Energy plans was ($1.3) million,
($1.8) million and $3.0 million for 2000, 1999 and 1998,
respectively, including a special charge of $3.6 million in
1998 for severance and early retirement window programs.  In
addition, Corporate Services provides services to WP&L.  The
allocated pension benefit costs associated with these services
was $1.3 million, $1.2 million and $0.6 million for 2000, 1999
and 1998, respectively.  The other postretirement benefit cost
shown above for each period (and in the following tables)
represents the other postretirement benefit cost for all WP&L
employees.  The allocated other postretirement benefit cost
associated with Corporate Services for WP&L was $0.3 million,
$0.4 million and $0.2 million for 2000, 1999 and 1998,
respectively.

The assumed medical trend rates are critical assumptions in
determining the service and interest cost and accumulated
postretirement benefit obligation related to postretirement
benefit costs.  A one percent change in the medical trend rates
for 2000, holding all other assumptions constant, would have
the following effects (in millions):
<TABLE>
<CAPTION>
                                                               1 Percent Increase           1 Percent Decrease
                                                             -----------------------     -------------------------
<S>                                                                   <C>                         <C>
Effect on total of service and interest cost components               $0.4                        ($0.4)
Effect on postretirement benefit obligation                           $3.0                        ($2.9)
</TABLE>

                                     -116-
<PAGE>

A reconciliation of the funded status of WP&L's plans to the
amounts recognized on WP&L's Consolidated Balance Sheets at
December 31 is presented below (in millions):
<TABLE>
<CAPTION>

                                                          Qualified Pension Benefits            Other Postretirement Benefits
                                                       ---------------------------------     -------------------------------------
                                                           2000               1999                 2000                 1999
                                                       --------------     --------------      ----------------      --------------
Change in benefit obligation:
<S>                                                        <C>                <C>                 <C>                   <C>
  Net benefit obligation at beginning of year              $117.2             $132.3              $42.4                 $40.3
  Service cost                                                3.0                3.8                1.4                   1.6
  Interest cost                                               8.9                8.9                3.3                   2.7
  Plan participants' contributions                           --                 --                  1.2                   1.2
  Actuarial loss (gain)                                      (6.2)             (20.8)              (1.3)                  0.8
  Gross benefits paid                                        (7.0)              (7.0)              (4.7)                 (4.2)
                                                       --------------     --------------      ----------------      --------------
     Net benefit obligation at end of year                  115.9              117.2               42.3                  42.4
                                                       --------------     --------------      ----------------      --------------

Change in plan assets:
  Fair value of plan assets at beginning of year            147.6              137.5               17.9                  15.1
  Actual return on plan assets                               15.7               17.1                1.5                   1.8
  Employer contributions                                     --                 --                  3.5                   4.0
  Plan participants' contributions                           --                 --                  1.2                   1.2
  Gross benefits paid                                        (7.0)              (7.0)              (4.7)                 (4.2)
                                                       --------------     --------------      ----------------      --------------
     Fair value of plan assets at end of year               156.3              147.6               19.4                  17.9
                                                       --------------     --------------      ----------------      --------------

Funded status at end of year                                 40.4               30.4              (22.9)                (24.5)
Unrecognized net actuarial loss (gain)                       (8.2)               0.8              (15.0)                (14.5)
Unrecognized prior service cost                               4.3                4.7               (0.2)                 (0.2)
Unrecognized net transition obligation (asset)               (3.7)              (5.8)              13.8                  14.9
                                                       --------------     --------------      ----------------      --------------
     Net amount recognized at end of year                   $32.8              $30.1             ($24.3)               ($24.3)
                                                       ==============     ==============      ================      ==============

Amounts recognized on the Consolidated
  Balance Sheets consist of:
     Prepaid benefit cost                                   $32.8              $30.1               $0.9                  $0.6
     Accrued benefit cost                                    --                 --                (25.2)                (24.9)
                                                       --------------     --------------      ----------------      --------------
     Net amount recognized at measurement date               32.8               30.1              (24.3)                (24.3)
                                                       --------------     --------------      ----------------      --------------

Contributions paid after 9/30 and prior to 12/31             --                 --                  0.6                   1.0
                                                       --------------     --------------      ----------------      --------------
     Net amount recognized at 12/31                         $32.8              $30.1             ($23.7)               ($23.3)
                                                       ==============     ==============      ================      ==============
</TABLE>

The benefit obligation and fair value of plan assets for the
postretirement welfare plans with benefit obligations in excess
of plan assets were $37.1 million and $9.5 million as of
September 30, 2000 and $36.5 million and $8.4 million,
respectively, as of September 30, 1999.

Alliant Energy sponsors several non-qualified pension plans
that cover certain current and former officers.  The pension
expense allocated to WP&L for these plans was $1.2 million,
$0.8 million and $0.8 million in 2000, 1999 and 1998,
respectively.

A significant number of WP&L employees also participate in
defined contribution pension plans (401(k) plans).  WP&L's
contributions to the plans, which are based on the
participants' level of contribution, were $2.1 million, $2.0
million and $2.4 million in 2000, 1999 and 1998, respectively.

                                     -117-
<PAGE>

(7) COMMON AND PREFERRED STOCK
(b)   Preferred Stock - The carrying value of WP&L's cumulative
preferred stock at December 31, 2000 and 1999 was $60 million.
The fair market value, based upon the market yield of similar
securities and quoted market prices, at December 31, 2000 and
1999 was $44 million and $49 million, respectively.

(8)   DEBT
(a)   Short-Term Debt - Information regarding WP&L's short-term
debt was as follows (dollars in millions):
<TABLE>
<CAPTION>
                                                     2000                 1999                  1998
                                               -----------------     ----------------     -----------------
As of year end:
<S>                                                  <C>                   <C>                 <C>
   Notes payable outstanding                         $--                   $--                 $50.0
   Interest rate on notes payable                    N/A                   N/A                  5.4%
   Money pool borrowings                            $29.2                $125.7                $26.8
   Interest rate on money pool borrowings            6.6%                 5.8%                  5.2%

For the year ended:
   Average amount of short-term debt
      (based on daily outstanding balances)         $25.5                 $77.1                $48.4
   Average interest rate on short-term debt          6.2%                 5.2%                  5.6%
</TABLE>

(b)  Long-Term Debt - WP&L's debt maturities for 2001 to 2005
are $0, $0, $0, $62.0 million and $88.0 million, respectively.
The carrying value of WP&L's long-term debt at December 31,
2000 and 1999 was $569 million and $472 million, respectively.
The fair market value, based upon the market yield of similar
securities and quoted market prices, at December 31, 2000 and
1999 was $584 million and $469 million, respectively.

(9)  INVESTMENTS AND ESTIMATED FAIR VALUE OF FINANCIAL
INSTRUMENTS
Information relating to investments held by WP&L that are
marked to market as a result of SFAS 115, "Accounting for
Certain Investments in Debt and Equity Securities," were as
follows (in millions):
<TABLE>
<CAPTION>
                                                  December 31, 2000                   December 31, 1999
                                            -------------------------------     ------------------------------
                                                                  Net                            Net Unrealized
                                            Carrying/Fair     Unrealized         Carrying/Fair     Gains/
                                                Value            Gains               Value         (Losses)
                                            --------------- ---------------      ------------- ---------------
Available-for-sale securities:
  Nuclear decommissioning trust funds:
<S>                                                    <C>          <C>                   <C>         <C>
     Equity securities                                 $81          $26                   $65         $29
     Debt securities                                   115            2                   101         (2)
                                            --------------- ---------------      ------------- ---------------
        Total                                         $196          $28                  $166         $27
                                            =============== ===============      ============= ===============
</TABLE>

Nuclear Decommissioning Trust Funds - As required by SFAS 115,
WP&L's debt and equity security investments in the nuclear
decommissioning trust funds are classified as
available-for-sale.  As of December 31, 2000, $75 million, $14
million and $26 million of the debt securities mature in
2001-2010, 2011-2020 and 2021-2035, respectively.  The fair
market value of the nuclear decommissioning trust funds was as
reported by the trustee, adjusted for the tax effect of
unrealized gains and losses.  Net unrealized holding gains were
recorded as part of accumulated provision for depreciation.
The funds realized gains/(losses) from the sales of securities
of $5.2 million, ($10.4) million and $0.8 million in 2000, 1999
and 1998, respectively (cost of the investments based on
specific identification were $202.1 million, $94.6 million and
$57.6 million, respectively, and proceeds from the sales were
$207.3 million, $84.2 million and $58.4 million,
respectively).


                                     -118-
<PAGE>
(11)  COMMITMENTS AND CONTINGENCIES
(a)  Construction and Acquisition Program - WP&L anticipates
2001 utility construction and acquisition expenditures will be
approximately $138 million.  During 2002-2005, WP&L expects to
spend approximately $667 million for utility construction and
acquisition expenditures.

(b)  Purchased-Power and Transmission, Coal and Natural Gas
Contracts - Corporate Services has entered into purchased-power
and transmission, coal, and natural gas supply, transportation
and storage contracts as agent for WP&L, IESU and IPC.  The gas
supply commitments are all index-based.  Based on the System
Coordination and Operating Agreement, Alliant Energy annually
allocates purchased-power contracts to the individual
utilities.  Such process considers factors such as resource
mix, load growth and resource availability.  Refer to Note 16
for additional information.  In addition, Corporate Services
has entered into various coal contracts as agent for WP&L, IESU
and IPC.  Contract quantities are allocated to specific plants
at the individual utilities based on various factors including
projected heat input requirements, combustion compatibility and
efficiency.  However, for 2001, 2002 and 2003, system-wide
contracts of $21.3 million (5.1 million tons), $1.7 million
(0.5 million tons) and $1.7 million (0.5 million tons),
respectively, have not yet been allocated to the individual
utilities due to the need for additional analysis of combustion
compatibility and efficiency.  Corporate Services expects to
supplement its coal and natural gas supplies with spot market
purchases as needed.  The minimum commitments directly assigned
to WP&L are as follows (dollars and Dths in millions; MWhs and
tons in thousands):
<TABLE>
<CAPTION>
                                                                                   Natural gas supply,
                  Purchased-power and               Coal (including             transportation and storage
                     transmission                   transportation)                     contracts
              ----------------------------    ----------------------------     -----------------------------
               Dollars           MWhs           Dollars          Tons            Dollars            Dths
              -----------     ------------    ------------    ------------     -------------     -----------
<S>               <C>              <C>            <C>             <C>              <C>                 <C>
2001              $53.2            864            $14.0           4,523            $39.6               93
2002               34.3            219              9.8           3,673             26.9               88
2003               21.8            219              5.5           2,957             22.9               79
2004               14.0            219              5.5           2,957             11.2               56
2005                8.0             --              --               --             11.1               55
</TABLE>
(c)   Information Technology Services - Corporate Services has
an agreement,  expiring in 2004, with EDS for information  technology  services.
WP&L's  anticipated  operating and capital  expenditures under the agreement for
2001 are  estimated to total  approximately  $2 million.  Future costs under the
agreement are variable and are dependent upon WP&L's level of
usage of technological services from EDS.

(e)  Environmental  Liabilities - WP&L had recorded the following  environmental
liabilities, and regulatory assets associated with certain of these liabilities,
as of December 31
(in millions):
<TABLE>
<CAPTION>
Environmental liabilities          2000               1999          Regulatory assets            2000               1999
-------------------------     ---------------    ---------------    -----------------        --------------     --------------
<S>                                <C>                 <C>                <C>                      <C>               <C>
   MGP sites                       $4.5                $7.3            MGP sites                  $11.7             $14.2
   NEPA                             3.6                 4.1            NEPA                         4.4               4.9
   Other                            0.1                 0.1            Other                        0.5              --
                              ---------------    ---------------                             --------------     --------------
                                   $8.2               $11.5                                       $16.6             $19.1
                              ===============    ===============                             ==============     ==============
</TABLE>
MGP Sites - Management  currently  estimates the range of  remaining
---------
costs to be incurred for the  investigation,  remediation  and monitoring of all
WP&L's sites to be approximately $4 million to $5 million.

(13)  SEGMENTS OF BUSINESS
WP&L is a regulated domestic utility, serving customers in
Wisconsin and Illinois, and is broken down into three segments:
a) electric operations; b) gas operations; and c) other, which
includes the water business and the unallocated portions of the
utility business.  Various line items in the following tables
are not allocated to the electric and gas segments for
management reporting purposes and therefore are included in
"Other."  Intersegment revenues were not material to WP&L's
operations and there was no single customer whose revenues
exceeded 10 percent or more of WP&L's consolidated revenues.
Certain financial information relating to WP&L's significant
business segments is presented below:

                                     -119-
<PAGE>
<TABLE>
<CAPTION>

                                                        Electric          Gas            Other          Total
-------------------------------------------------------------------------------------------------------------------
                                                                             (in millions)
2000
<S>                                                        <C>            <C>              <C>              <C>
Operating revenue                                          $692.2         $165.2           $5.0             $862.4
Depreciation and amortization expense                       122.9           15.9            1.1              139.9
Operating income                                            123.2           12.2            1.7              137.1
Interest expense, net of AFUDC                                                             39.3               39.3
Net income from equity method subsidiaries                                                 (0.5)              (0.5)
Miscellaneous, net (other than equity income)                                             (16.0)             (16.0)
Income tax expense                                                                         42.9               42.9
Net income                                                                                 71.4               71.4
Preferred dividends                                                                         3.3                3.3
Earnings available for common stock                                                        68.1               68.1
Total assets                                              1,344.9          226.1          286.0            1,857.0
Investments in equity method subsidiaries                                                   4.8                4.8
Construction and acquisition expenditures                   114.2           15.1            2.3              131.6

-------------------------------------------------------------------------------------------------------------------

1999
Operating revenue                                          $626.6         $120.8           $5.1             $752.5
Depreciation and amortization expense                        97.5           14.5            1.0              113.0
Operating income                                            139.3           13.8            1.8              154.9
Interest expense, net of AFUDC                                                             36.5               36.5
Net income from equity method subsidiaries                                                 (0.7)              (0.7)
Miscellaneous, net (other than equity income)                                               2.5                2.5
Income tax expense                                                                         45.8               45.8
Net income                                                                                 70.8               70.8
Preferred dividends                                                                         3.3                3.3
Earnings available for common stock                                                        67.5               67.5
Total assets                                              1,310.5          200.3          255.3            1,766.1
Investments in equity method subsidiaries                                                   5.2                5.2
Construction and acquisition expenditures                   111.2           18.2            2.5              131.9

-------------------------------------------------------------------------------------------------------------------

1998
Operating revenue                                          $614.7         $111.7           $5.0             $731.4
Depreciation and amortization expense                       104.7           13.6            0.9              119.2
Operating income                                             87.4            3.6            1.7               92.7
Interest expense, net of AFUDC                                                             33.5               33.5
Net income from equity method subsidiaries                                                 (0.8)              (0.8)
Miscellaneous, net (other than equity income)                                              (0.3)              (0.3)
Income tax expense                                                                         24.7               24.7
Net income                                                                                 35.6               35.6
Preferred dividends                                                                         3.3                3.3
Earnings available for common stock                                                        32.3               32.3
Total assets                                              1,276.4          195.9          212.9            1,685.2
Investments in equity method subsidiaries                                                   5.2                5.2
Construction and acquisition expenditures                    99.6           16.0            1.5              117.1
</TABLE>

                                     -120-
<PAGE>

(14)  SELECTED CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Quarter Ended
                                           -----------------------------------------------------------------------------------
                                                March 31            June 30             September 30          December 31
                                           ------------------- ------------------   --------------------- --------------------
                                                                             (in millions)
2000
<S>                                                <C>                 <C>                  <C>                   <C>
  Operating revenues                               $218.8              $193.9               $199.6                $250.1
  Operating income                                   40.5                25.1                 36.9                  34.6
  Net income                                         21.9                11.3                 17.6                  20.6
  Earnings available for common stock                21.0                10.5                 16.8                  19.8

1999
  Operating revenues                               $203.0              $167.1               $186.8                $195.6
  Operating income                                   46.4                21.9                 32.5                  54.1
  Net income                                         26.3                 6.9                 14.2                  23.4
  Earnings available for common stock                25.4                 6.1                 13.4                  22.6
</TABLE>

(16)   RELATED PARTY ISSUES
In association with the 1998 merger that resulted in the formation
of Alliant Energy, IESU, WP&L and IPC entered into
a System Coordination and Operating Agreement which became
effective with the merger.  The agreement, which has been
approved by FERC, provides a contractual basis for coordinated
planning, construction, operation and maintenance of the
interconnected electric generation and transmission systems of
the three utility companies.  In addition, the agreement allows
the interconnected system to be operated as a single entity
with off-system capacity sales and purchases made to market
excess system capability or to meet system capability
deficiencies.  Such sales and purchases are allocated among the
three utility companies based on procedures included in the
agreement.  The sales amounts allocated to WP&L were $28.6
million, $23.8 million and $23.6 million for 2000, 1999 and
1998, respectively.  The purchases allocated to WP&L were
$130.7 million, $101.0 million and $70.0 million for 2000, 1999
and 1998, respectively.  The procedures were approved by both
the FERC and all state regulatory bodies having jurisdiction
over these sales.  Under the agreement, IESU, WP&L and IPC are
fully reimbursed for any generation expense incurred to support
a sale to an affiliate or to a non-affiliate.  Any margins on
sales to non-affiliates are distributed to the three utilities
in proportion to each utility's share of electric production at
the time of the sale.

Pursuant to a service agreement approved by the SEC under
PUHCA, WP&L received various administrative and general
services from an affiliate, Corporate Services.  These services
are billed to WP&L at cost based on payroll and other expenses
incurred by Corporate Services for the benefit of WP&L.  These
costs totaled $103.4 million, $96.5 million and $53.9 million
for 2000, 1999 and 1998, respectively, and consisted primarily
of employee compensation, benefits and fees associated with
various professional services.  Corporate Services began
operations in May 1998 upon the consummation of the merger.  At
December 31, 2000 and 1999, WP&L had an intercompany payable to
Corporate Services of $30.6 million and $24.7 million,
respectively.

                                     -121-
<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

ALLIANT ENERGY
The information required by Item 10 relating to directors and
nominees for election of directors at the 2001 Annual Meeting
of Shareowners is incorporated herein by reference to the
relevant information under the caption "Election of Directors"
in Alliant Energy's Proxy Statement for the 2001 Annual Meeting
of Shareowners (the 2001 Alliant Energy Proxy Statement), which
will be filed with the SEC within 120 days after the end of
Alliant Energy's fiscal year.  The information required by Item
10 relating to the timely filing of reports under Section 16 of
the Securities Exchange Act of 1934 is incorporated herein by
reference to the relevant information under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" in the
2001 Alliant Energy Proxy Statement.  The executive officers of
Alliant Energy as of the date of this filing are as follows
(figures following the names represent the officer's age as of
December 31, 2000):

Executive Officers of Alliant Energy
Erroll B. Davis, Jr., 56, was elected Chairman of the Board
---------------------
effective April 2000, has served as President and Chief
Executive Officer (CEO) since 1990 and has been a board member
since 1988.

William D. Harvey, 51, was elected Executive Vice
------------------
President-Generation effective April 1998.  Prior thereto, he
served as Senior Vice President since 1993 at WP&L.

James E. Hoffman, 47, was elected Executive Vice
----------------
President-Business Development effective April 1998.  Prior
thereto, he served as Executive Vice President since 1996 at
IES and Executive Vice President-Customer Service & Energy
Delivery from 1995 to 1997 at IESU.

Eliot G. Protsch, 47, was elected Executive Vice
-----------------
President-Energy Delivery effective April 1998.  Prior thereto,
he served as Senior Vice President since 1993 at WP&L.

Barbara J. Swan, 49, was elected Executive Vice President and
---------------
General Counsel effective October 1998.  She previously served
as Vice President-General Counsel from 1994 to 1998 at WP&L.

Thomas M. Walker, 53, was elected Executive Vice President and
-----------------
Chief Financial Officer (CFO) effective April 1998.  Prior
thereto, he served as Executive Vice President and CFO since
1996 at IES and IESU.

Pamela J. Wegner, 53, was elected Executive Vice
-----------------
President-Corporate Services effective October 1998.  She
previously served as Vice President-Information Services and
Administration from 1994 to 1998 at WP&L.

Edward M. Gleason, 60, has served as Vice President-Treasurer
-------------------
and Corporate Secretary since 1993.

John E. Kratchmer, 38, was elected Corporate Controller and
-------------------
Chief Accounting Officer effective October 2000.  He previously
served as Assistant Controller since April 1998 and as Manager
of Financial Reporting and Property from 1996 to 1998 at IES.

NOTE:  None of the executive officers listed above is related
to any member of the Board of Directors or nominee for director
or any other executive officer.

Mr. Davis has an employment agreement with Alliant Energy
pursuant to which his term of office is established.  All other
executive officers have no definite terms of office and serve
at the pleasure of the Board of Directors.

                                     -122-
<PAGE>
Additional Officers of Alliant Energy
Joan M. Thompson, 43, was elected Assistant Controller
-----------------
effective June 2000.  She previously served as Manager-IESU and
IPC Accounting since February 1999, Manager-IESU Accounting
from 1998 to 1999, and Manager of Taxes and Payroll from 1994
to 1998 at IES.

Linda J. Wentzel, 52, was elected Assistant Corporate Secretary
----------------
effective May 1998.  She previously served as Executive
Administrative Assistant since 1995 at Alliant Energy.

Enrique Bacalao, 51, was elected Assistant Treasurer effective
----------------
November 1998.  Prior to joining Alliant Energy, he was Vice
President, Corporate Banking from 1995 to 1998 at the Chicago
Branch of The Industrial Bank of Japan, Limited.

IESU
IESU's  directors  are identical to Alliant  Energy,  but are elected by consent
action.  The information  required by Item 10 relating to directors and nominees
for  election  of  directors  at the  2001  Annual  Meeting  of  Shareowners  is
incorporated herein by reference to the relevant  information included under the
caption  "Election of  Directors"  in the 2001 Alliant  Energy Proxy  Statement,
which will be filed with the SEC within 120 days after the end of IESU's  fiscal
year.  The  information  required by Item 10  relating  to the timely  filing of
reports under Section 16 of the Securities  Exchange Act of 1934 is incorporated
herein by reference to the relevant information under the caption "Section 16(a)
Beneficial  Ownership  Reporting  Compliance"  in the 2001 Alliant  Energy Proxy
Statement.  The executive  officers of IESU as of the date of this filing are as
follows (figures following the names represent the officer's
age as of December 31, 2000):

Executive Officers of IESU
Erroll B. Davis, Jr., 56, was elected Chairman of the Board
--------------------
effective April 2000 and CEO effective April 1998.  Mr. Davis
is also an officer of Alliant Energy and WP&L.

Eliot G. Protsch, 47, was elected President effective April
------------------
1998.  Mr. Protsch is also an officer of Alliant Energy and
WP&L.

William D. Harvey, 51, was elected Executive Vice
------------------
President-Generation effective October 1998.  Mr. Harvey is
also an officer of Alliant Energy and WP&L.

Barbara J. Swan, 49, was elected Executive Vice President and
----------------
General Counsel effective October 1998.  Ms. Swan is also an
officer of Alliant Energy and WP&L.

Thomas M. Walker, 53, was elected Executive Vice President and
----------------
CFO in 1996.  Mr. Walker is also an officer of Alliant Energy
and WP&L.

Pamela J. Wegner, 53, was elected Executive Vice
-----------------
President-Corporate Services effective October 1998.  Ms.
Wegner is also an officer of Alliant Energy and WP&L.

Edward M. Gleason, 60, was elected Vice President-Treasurer and
-----------------
Corporate Secretary effective April 1998.  Mr. Gleason is also
an officer of Alliant Energy and WP&L.

Dundeana K. Langer, 42, was elected Vice President-Customer
------------------
Operations effective December 2000.  She previously served as
Vice President-Customer Services and Operations since September
1999 at IESU and WP&L, Vice President-Customer Operations from
1998 to 1999 at IESU, Vice President-Customer Services from
1998 to 1999 at WP&L, Assistant Vice President-Field Operations
from 1997 to 1998 and General Manager-Operations & Director
Process Redesign Implementation from 1996 to 1997 at IESU.  Ms.
Langer is also an officer of WP&L.

Daniel L. Mineck, 52, was elected Vice President-Performance
-----------------
Engineering and Environmental effective October 1998.  He
previously served as Assistant Vice President-Corporate
Engineering since 1996.  Mr. Mineck is also an officer of WP&L.

                                     -123-
<PAGE>
Kim K. Zuhlke, 47, was elected Vice President-Engineering,
--------------
Sales and Marketing effective September 1999.  He previously
served as Vice President-Customer Operations since October
1998.  Mr. Zuhlke is also an officer of WP&L.

John E. Kratchmer, 38, was elected Corporate Controller and
-----------------
Chief Accounting Officer effective October 2000.  Mr. Kratchmer
is also an officer of Alliant Energy and WP&L.

NOTE:  None of the executive officers listed above is related
to any member of the Board of Directors or nominee for director
or any other executive officer.

Mr. Davis has an employment agreement with Alliant Energy
pursuant to which his term of office is established.  All other
executive officers have no definite terms of office and serve
at the pleasure of the Board of Directors.

Additional Officers of IESU
Daniel L. Siegfried, 41, was elected Assistant Corporate
--------------------
Secretary effective April 1998.  He also serves as Senior
Attorney for Alliant Energy.  Previously he served as Senior
Environmental Counsel from 1992 to 1998 at IES.

Linda J. Wentzel, 52, was elected Assistant Corporate Secretary
-----------------
effective May 1998.  Ms. Wentzel is also an officer of Alliant
Energy and WP&L.

Enrique Bacalao, 51, was elected Assistant Treasurer effective
---------------
November 1998. Mr. Bacalao is also an officer of Alliant Energy
and WP&L.

Steven F. Price, 48, was elected Assistant Treasurer effective
---------------
April 1998.  Mr. Price is also an officer of WP&L.

WP&L
The  information  required by Item 10 relating to  directors  and  nominees  for
election of directors at the 2001 Annual Meeting of Shareowners is  incorporated
herein by reference to the relevant  information  under the caption "Election of
Directors" in WP&L's Proxy  Statement for the 2001 Annual Meeting of Shareowners
(the 2001 WP&L  Proxy  Statement),  which  will be filed with the SEC within 120
days after the end of WP&L's fiscal year.  The  information  required by Item 10
relating  to the timely  filing of reports  under  Section 16 of the  Securities
Exchange  Act of  1934 is  incorporated  herein  by  reference  to the  relevant
information  under the caption  "Section 16(a)  Beneficial  Ownership  Reporting
Compliance" in the 2001 WP&L Proxy Statement.  The executive officers of WP&L as
of the date of this filing are as follows (figures following the names represent
the officer's age as of December 31, 2000):

Executive Officers of WP&L
Erroll B. Davis, Jr., 56, was elected Chairman of the Board
--------------------
effective April 2000 and CEO effective April 1998.  He
previously served as President and CEO of WP&L since 1988 and
has been a board member of WP&L since 1984.  Mr. Davis is also
an officer of Alliant Energy and IESU.

William D. Harvey, 51, was elected President effective April
-----------------
1998.  He previously served as Senior Vice President since 1993
at WP&L.  Mr. Harvey is also an officer of Alliant Energy and
IESU.

Eliot G. Protsch, 47, was elected Executive Vice
-----------------
President-Energy Delivery effective October 1998.  He
previously served as Senior Vice President from 1993 to 1998 at
WP&L.  Mr. Protsch is also an officer of Alliant Energy and
IESU.

Barbara J. Swan, 49, was elected Executive Vice President and
----------------
General Counsel effective October 1998.  She previously served
as Vice President-General Counsel from 1994 to 1998 at WP&L.
Ms. Swan is also an officer of Alliant Energy and IESU.

Thomas M. Walker, 53, was elected Executive Vice President and
-----------------
CFO effective October 1998.  Mr. Walker is also an officer of
Alliant Energy and IESU.

                                     -124-
<PAGE>
Pamela J. Wegner, 53, was elected Executive Vice
-----------------
President-Corporate Services effective October 1998.  She
previously served as Vice President-Information Services and
Administration from 1994 to 1998 at WP&L.  Ms. Wegner is also
an officer of Alliant Energy and IESU.

Edward M. Gleason, 60, was elected Vice President-Treasurer and
------------------
Corporate Secretary effective April 1998.  He previously served
as Controller, Treasurer, and Corporate Secretary since 1996.
Mr. Gleason is also an officer of Alliant Energy and IESU.

Dundeana K. Langer, 42, was elected Vice President-Customer
-------------------
Operations effective December 2000.  She has previously served
as Vice President-Customer Services and Operations since
September 1999 and Vice President-Customer Services from 1998
to 1999.  Ms. Langer is also an officer of IESU.

Daniel L. Mineck, 52, was elected Vice President-Performance
----------------
Engineering and Environmental effective April 1998.  Mr. Mineck
is also an officer of IESU.

Kim K. Zuhlke, 47, was elected Vice President-Engineering,
--------------
Sales & Marketing effective September 1999.  He previously
served as Vice President-Customer Operations since April 1998
at WP&L and since October 1998 at IESU and as Vice
President-Customer Services and Sales from 1993 to 1998 at
WP&L.  Mr. Zuhlke is also an officer of IESU.

John E. Kratchmer, 38, was elected Corporate Controller and
------------------
Chief Accounting Officer effective October 2000.  Mr. Kratchmer
is also an officer of Alliant Energy and IESU.

NOTE:  None of the executive officers listed above is related
to any member of the Board of Directors or nominee for director
or any other executive officer.

Mr. Davis has an employment agreement with Alliant Energy
pursuant to which his term of office is established.  All other
executive officers have no definite terms of office and serve
at the pleasure of the Board of Directors.

Additional Officers of WP&L
Linda J. Wentzel, 52, was elected Assistant Corporate Secretary
-----------------
effective May 1998.  She previously served as Executive
Administrative Assistant since 1995 at Alliant Energy.  Ms.
Wentzel is also an officer of Alliant Energy and IESU.

Enrique Bacalao, 51, was elected Assistant Treasurer effective
----------------
November 1998.  Mr. Bacalao is also an officer of Alliant
Energy and IESU.

Steven F. Price, 48, was elected Assistant Treasurer effective
----------------
April 1998.  He previously served as Assistant Corporate
Secretary since 1992 at Alliant Energy and WP&L and as
Assistant Treasurer since 1992 at Alliant Energy.  Mr. Price is
also an officer of IESU.

ITEM 11.  EXECUTIVE COMPENSATION

ALLIANT ENERGY
The information  required by Item 11 is incorporated  herein by reference to the
relevant   information   under  the  captions   "Compensation   of   Directors,"
"Compensation  of Executive  Officers,"  "Stock Options,"  "Long-Term  Incentive
Awards,"  "Certain  Agreements and  Transactions"  and  "Retirement and Employee
Benefit Plans" in the 2001 Alliant Energy Proxy  Statement,  which will be filed
with the SEC within 120 days after the end of Alliant Energy's fiscal year.

IESU
The  directors  as well as the CEO and the four  other most  highly  compensated
executive officers for IESU are the same as for WP&L. Therefore, the information
required  by  Item  11 is  incorporated  herein  by  reference  to the  relevant
information  under the captions  "Compensation  of Directors,"  "Compensation of
Executive  Officers," "Stock Options,"  "Long-Term  Incentive  Awards," "Certain
Agreements and  Transactions" and "Retirement and Employee Benefit Plans" in the
2001 WP&L  Proxy  Statement,  which  will be filed  with the SEC within 120 days
after the end of IESU's fiscal year.

                                     -125-
<PAGE>
WP&L
The information required by Item 11 is incorporated herein by
reference to the relevant information under the captions
"Compensation of Directors," "Compensation of Executive
Officers," "Stock Options," "Long-Term Incentive Awards,"
"Certain Agreements and Transactions" and "Retirement and
Employee Benefit Plans" in the 2001 WP&L Proxy Statement, which
will be filed with the SEC within 120 days after the end of
WP&L's fiscal year.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

ALLIANT ENERGY
The information required by Item 12 is incorporated herein by
reference to the relevant information under the caption
"Ownership of Voting Securities" in the 2001 Alliant Energy
Proxy Statement, which will be filed with the SEC within 120
days after the end of Alliant Energy's fiscal year.

IESU
To IESU's knowledge, no shareowner beneficially owned five
percent or more of IESU's 4.80% Cumulative Preferred Stock as
of December 31, 2000.  None of the directors or executive
officers of IESU own any shares of IESU's 4.80% Cumulative
Preferred Stock.

WP&L
The information required by Item 12 is incorporated herein by
reference to the relevant information under the caption
"Ownership of Voting Securities" in the 2001 WP&L Proxy
Statement, which will be filed with the SEC within 120 days
after the end of WP&L's fiscal year.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K

(a) (1) Consolidated Financial Statements
        ---------------------------------
   Refer to "Index to Financial Statements" in Item 8.
   Financial Statements and Supplementary Data.

(a) (2) Financial Statement Schedules
        ------------------------------
   Report of Independent Public Accountants on Schedules
   Schedule II.  Valuation and Qualifying Accounts and Reserves

   NOTE: All other schedules are omitted because they are not
   applicable or not required, or because that required
   information is shown either in the consolidated financial
   statements or in the notes thereto.

(a) (3) Exhibits Required by Securities and Exchange Commission
---------------------------------------------------------------
Regulation S-K
--------------
   The following Exhibits are filed herewith or incorporated
   herein by reference.  Documents indicated by an asterisk (*)
   are incorporated herein by reference.

   2.1*   Agreement and Plan of Merger, dated as of November
          10, 1995, by and among WPLH, IES, IPC and AMW
          Acquisition, Inc. (incorporated by reference to
          Exhibit 2.1 to Alliant Energy's Form 8-K, dated
          November 10, 1995)

   2.2*   Amendment No. 1 to Agreement and Plan of Merger and
          Stock Option Agreements, dated May 22, 1996, by and
          among WPLH, IES, IPC, a Delaware corporation, AMW
          Acquisition, Inc., WPLH Acquisition Co. and IPC, a
          Wisconsin corporation (incorporated by reference to
          Exhibit 2.1 to Alliant Energy's Form 8-K, dated May
          22, 1996)

   2.3*   Amendment No. 2 to Agreement and Plan of Merger,
          dated August 16, 1996, by and among WPLH, IES, IPC, a
          Delaware corporation, WPLH Acquisition Co. and IPC, a
          Wisconsin corporation (incorporated by reference to
          Exhibit 2.1 to Alliant Energy's Form 8-K, dated
          August 15, 1996)
                                    -126-
<PAGE>
   2.4*   Agreement and Plan of Merger, dated as of March 15,
          2000, as amended on November 29, 2000, between IESU
          and IPC (incorporated by reference to Appendix A to
          the joint proxy statement/prospectus of IESU, dated
          February 13, 2001 (Registration No. 333-53846))

   3.1*   Restated Articles of Incorporation of Alliant Energy,
          as amended (incorporated by reference to Exhibit 3.2
          to Alliant Energy's Form 10-Q for the quarter ended
          June 30, 1999)

   3.2    Bylaws of Alliant Energy, as amended, effective as of
          January 30, 2001

   3.3*   Restated Articles of Incorporation of WP&L, as
          amended (incorporated by reference to Exhibit 3.1 to
          WP&L's Form 10-Q for the quarter ended June 30, 1994)

   3.4    Bylaws of WP&L, as amended, effective as of January
          30, 2001

   3.5*   Amended and Restated Articles of Incorporation of
          IESU (incorporated by reference to Exhibit 3.5 to
          IESU's Form 10-Q for the quarter ended June 30, 1998)

   3.6    Bylaws of IESU, as amended, effective as of January
          30, 2001

   4.1*   Indenture of Mortgage or Deed of Trust dated
          August 1, 1941, between WP&L and First Wisconsin Trust
          Company (Firstar Bank, N.A., successor) and George B.
          Luhman (Brian J. Gardner, successor), as Trustees,
          filed as Exhibit 7(a) in File No. 2-6409, and the
          indentures supplemental thereto dated, respectively,
          January 1, 1948, September 1, 1948, June 1, 1950,
          April 1, 1951, April 1, 1952, September 1, 1953,
          October 1, 1954, March 1, 1959, May 1, 1962,
          August 1, 1968, June 1, 1969, October 1, 1970, July 1,
          1971, April 1, 1974, December 1, 1975, May 1, 1976,
          May 15, 1978, August 1, 1980, January 15, 1981,
          August 1, 1984, January 15, 1986, June 1, 1986,
          August 1, 1988, December 1, 1990, September 1, 1991,
          October 1, 1991, March 1, 1992, May 1, 1992, June 1,
          1992 and July 1, 1992 (Second Amended Exhibit 7(b) in
          File No. 2-7361; Amended Exhibit 7(c) in File
          No. 2-7628; Amended Exhibit 7.02 in File No. 2-8462;
          Amended Exhibit 7.02 in File No. 2-8882; Second
          Amendment Exhibit 4.03 in File No. 2-9526; Amended
          Exhibit 4.03 in File No. 2-10406; Amended
          Exhibit 2.02 in File No. 2-11130; Amended Exhibit 2.02
          in File No. 2-14816; Amended Exhibit 2.02 in File
          No. 2-20372; Amended Exhibit 2.02 in File No. 2-29738;
          Amended Exhibit 2.02 in File No. 2-32947; Amended
          Exhibit 2.02 in File No. 2-38304; Amended
          Exhibit 2.02 in File No. 2-40802; Amended Exhibit 2.02
          in File No. 2-50308; Exhibit 2.01(a) in File
          No. 2-57775; Amended Exhibit 2.02 in File No. 2-56036;
          Amended Exhibit 2.02 in File No. 2-61439;
          Exhibit 4.02 in File No. 2-70534; Amended Exhibit 4.03
          in File No. 2-70534; Exhibit 4.02 in File
          No. 33-2579; Amended Exhibit 4.03 in File No. 33-2579;
          Amended Exhibit 4.02 in File No. 33-4961;
          Exhibit 4.24 in File No. 33-45726, Exhibit 4.25 in
          File No. 33-45726, Exhibit 4.26 in File No. 33-45726,
          Exhibit 4.27 in File No.33-45726, Exhibit 4.1 to
          WP&L's Form 8-K dated March 9, 1992, Exhibit 4.1 to
          WP&L's Form 8-K dated May 12, 1992, Exhibit 4.1 to
          WP&L's Form 8-K dated June 29, 1992 and Exhibit 4.1
          to WP&L's Form 8-K dated July 20, 1992)

   4.2*   Rights Agreement, dated January 20, 1999, between
          Alliant Energy and Firstar Bank Milwaukee, N.A.
          (incorporated by reference to Exhibit 4.1 to Alliant
          Energy's Registration Statement on Form 8-A, dated
          January 20, 1999)

   4.3*   Indenture, dated as of June 20, 1997, between WP&L
          and Firstar Trust Company (Firstar Bank, N.A.,
          successor), as Trustee, relating to debt securities
          (incorporated by reference to Exhibit 4.33 to
          Amendment No. 2 to WP&L's Registration Statement on
          Form S-3 (Registration No. 33-60917))

   4.4*   Officers' Certificate, dated as of June 25, 1997,
          creating WP&L's 7% debentures due June 15, 2007
          (incorporated by reference to Exhibit 4 to WP&L's
          Form 8-K, dated June 25, 1997)

                                     -127-
<PAGE>
   4.5*   Officers' Certificate, dated as of October 27,
          1998, creating WP&L's 5.70% debentures due October
          15, 2008 (incorporated by reference to Exhibit 4 to
          WP&L's Form 8-K, dated October 27, 1998)

   4.6*   Officers' Certificate, dated as of March 1, 2000,
          creating WP&L's 7-5/8% debentures due March 1, 2010
          (incorporated by reference to Exhibit 4 to WP&L's
          Form 8-K, dated March 1, 2000)

   4.7*   Indenture of Mortgage and Deed of Trust, dated as of
          September 1, 1993, between IESU (formerly Iowa
          Electric Light and Power Company (IE)) and The First
          National Bank of Chicago (Bank One Trust Company,
          National Association, successor), as Trustee
          (Mortgage) (incorporated by reference to Exhibit 4(c)
          to IESU's Form 10-Q for the quarter ended
          September 30, 1993), and the indentures supplemental
          thereto dated, respectively, October 1, 1993,
          November 1, 1993, March 1, 1995, September 1, 1996
          and April 1, 1997 (Exhibit 4(d) in IESU's Form 10-Q
          dated November 12, 1993, Exhibit 4(e) in IESU's Form
          10-Q dated November 12, 1993, Exhibit 4(b) in IESU's
          Form 10-Q dated May 12, 1995, Exhibit 4(c)(i) in
          IESU's Form 8-K dated September 19, 1996 and Exhibit
          4(a) in IESU's Form 10-Q dated May 14, 1997)

   4.8*   Indenture of Mortgage and Deed of Trust, dated as of
          August 1, 1940, between IESU (formerly IE) and The
          First National Bank of Chicago (Bank One Trust
          Company, National Association, successor), Trustee
          (1940 Indenture) (incorporated by reference to
          Exhibit 2(a) to IESU's Registration Statement, File
          No. 2-25347), and the indentures supplemental thereto
          dated, respectively, March 1, 1941, July 15, 1942,
          August 2, 1943, August 10, 1944, November 10, 1944,
          August 8, 1945, July 1, 1946, July 1, 1947, December
          15, 1948, November 1, 1949, November 10, 1950,
          October 1, 1951, March 1, 1952, November 5, 1952,
          February 1, 1953, May 1, 1953, November 3, 1953,
          November 8, 1954, January 1, 1955, November 1, 1955,
          November 9, 1956, November 6, 1957, November 4, 1958,
          November 3, 1959, November 1, 1960, January 1, 1961,
          November 7, 1961, November 6, 1962, November 5, 1963,
          November 4, 1964, November 2, 1965, September 1,
          1966, November 30, 1966, November 7, 1967, November
          5, 1968, November 1, 1969, December 1, 1970, November
          2, 1971, May 1, 1972, November 7, 1972, November 7,
          1973, September 10, 1974, November 5, 1975, July 1,
          1976, November 1, 1976, December 1, 1977, November 1,
          1978, December 1, 1979, November 1, 1981, December 1,
          1980, December 1, 1982, December 1, 1983, December 1,
          1984, March 1, 1985, March 1, 1988, October 1, 1988,
          May 1, 1991, March 1, 1992, October 1, 1993, November
          1, 1993, March 1, 1995, September 1, 1996 and April
          1, 1997 (Exhibit 2(a) in File No. 2-25347, Exhibit
          2(a) in File No. 2-25347, Exhibit 2(a) in File No.
          2-25347, Exhibit 2(a) in File No. 2-25347, Exhibit
          2(a) in File No. 2-25347, Exhibit 2(a) in File No.
          2-25347, Exhibit 2(a) in File No. 2-25347, Exhibit
          2(a) in File No. 2-25347, Exhibit 2(a) in File No.
          2-25347, Exhibit 2(a) in File No. 2-25347, Exhibit
          2(a) in File No. 2-25347, Exhibit 2(a) in File No.
          2-25347, Exhibit 2(a) in File No. 2-25347, Exhibit
          2(a) in File No. 2-25347, Exhibit 2(a) in File No.
          2-25347, Exhibit 2(a) in File No. 2-25347, Exhibit
          2(a) in File No. 2-25347, Exhibit 2(a) in File No.
          2-25347, Exhibit 2(a) in File No. 2-25347, Exhibit
          2(a) in File No. 2-25347, Exhibit 2(a) in File No.
          2-25347, Exhibit 2(a) in File No. 2-25347, Exhibit
          2(a) in File No. 2-25347, Exhibit 2(a) in File No.
          2-25347, Exhibit 2(a) in File No. 2-25347, Exhibit
          2(a) in File No. 2-25347, Exhibit 2(a) in File No.
          2-25347, Exhibit 2(a) in File No. 2-25347, Exhibit
          2(a) in File No. 2-25347, Exhibit 2(a) in File No.
          2-25347, Exhibit 2(a) in File No. 2-25347, Exhibit
          4.10 in IESU's Form 10-K for the year 1966, Exhibit
          4.10 in IESU's Form 10-K for the year 1966, Exhibit
          4.10 in IESU's Form 10-K for the year 1967, Exhibit
          4.10 in IESU's Form 10-K for the year 1968, Exhibit
          4.10 in IESU's Form 10-K for the year 1969, Exhibit 1
          in IESU's Form 8-K dated December 1970, Exhibit 2(g)
          in File No. 2-43131, Exhibit 1 in IESU's Form 8-K
          dated May 1972, Exhibit 2(i) in File No. 2-56078,
          Exhibit 2(j) in File No. 2-56078, Exhibit 2(k) in
          File No. 2-56078, Exhibit 2(l) in File No. 2-56078,
          Exhibit 1 in IESU's Form 8-K dated July 1976, Exhibit
          1 in IESU's Form 8-K dated December 1976, Exhibit
          2(o) in File No. 2-60040, Exhibit 1 in IESU's Form

                                     -128-
<PAGE>
          10-Q dated June 30, 1979, Exhibit 2(q) in Form S-16
          in File No. 2-65996, Exhibit 2 in IESU's Form 10-Q
          dated March 31, 1982, Exhibit 4(s) in IESU's Form
          10-K for the year 1981, Exhibit 4(t) in IESU's Form
          10-K for the year 1982, Exhibit 4(u) in IESU's Form
          10-K for the year 1983, Exhibit 4(v) in IESU's Form
          10-K for the year 1984, Exhibit 4(w) in IESU's Form
          10-K for the year 1984, Exhibit 4(b) in IESU's Form
          10-Q dated May 12, 1988, Exhibit 4(c) in IESU's Form
          10-Q dated November 10, 1988, Exhibit 4(d) in IESU's
          Form 10-Q dated August 13, 1991, Exhibit 4(c) in
          IESU's Form 10-K for the year 1991, Exhibit 4(a) in
          IESU's Form 10-Q dated November 12, 1993, Exhibit
          4(b) in IESU's Form 10-Q dated November 12, 1993,
          Exhibit 4(a) in IESU's Form 10-Q dated May 12, 1995,
          Exhibit 4(f) in IESU's Form 8-K dated September 19,
          1996 and Exhibit 4(b) in IESU's Form 10-Q dated May
          14, 1997)

   4.9*   Indenture or Deed of Trust dated as of February 1,
          1923, between IESU (successor to Iowa Southern
          Utilities Company (IS) as result of merger of IS and
          IE) and The Northern Trust Company (Bank One Trust
          Company, National Association, successor) and Harold
          H. Rockwell (Lawrence Dillard, successor), as
          Trustees (1923 Indenture) (incorporated by reference
          to Exhibit B-1 to File No. 2-1719), and the
          indentures supplemental thereto dated, respectively,
          May 1, 1940, May 2, 1940, October 1, 1945, October 2,
          1945, January 1, 1948, September 1, 1950, February 1,
          1953, October 2, 1953, August 1, 1957, September 1,
          1962, June 1, 1967, February 1, 1973, February 1,
          1975, July 1, 1975, September 2, 1975, March 10,
          1976, February 1, 1977, January 1, 1978, March 1,
          1979, March 1, 1980, May 31, 1986, July 1, 1991,
          September 1, 1992 and December 1, 1994 (Exhibit B-1-k
          in File No. 2-4921, Exhibit B-1-l in File No. 2-4921,
          Exhibit 7(m) in File No. 2-8053, Exhibit 7(n) in File
          No. 2-8053, Exhibit 7(o) in File No. 2-8053, Exhibit
          4(e) in File No. 33-3995, Exhibit 4(b) in File No.
          2-10543, Exhibit 4(q) in File No. 2-10543, Exhibit
          2(b) in File No. 2-13496, Exhibit 2(b) in File No.
          2-20667, Exhibit 2(b) in File No. 2-26478, Exhibit
          2(b) in File No. 2-46530, Exhibit 2(aa) in File No.
          2-53860, Exhibit 2(bb) in File No. 2-54285, Exhibit
          2(bb) in File No. 2-57510, Exhibit 2(cc) in File No.
          2-57510, Exhibit 2(ee) in File No. 2-60276, Exhibit 2
          in File No. 0-849, Exhibit 2 in File No. 0-849,
          Exhibit 2 in File No. 0-849, Exhibit 4(g) in File No.
          33-3995, Exhibit 4(h) in File No. 0-849, Exhibit 4(m)
          in File No. 0-849 and Exhibit 4(f) in File No.
          0-4117-1)

   4.10*  Indenture (For Unsecured Subordinated Debt
          Securities), dated as of December 1, 1995, between
          IESU and The First National Bank of Chicago (Bank One
          Trust Company, National Association, successor), as
          Trustee (Subordinated Indenture) (incorporated by
          reference to Exhibit 4(i) to IESU's Amendment No. 1
          to Registration Statement, File No. 33-62259)

   4.11*  Indenture (For Senior Unsecured Debt Securities),
          dated as of August 1, 1997, between IESU and The
          First National Bank of Chicago (Bank One Trust
          Company, National Association, successor), as Trustee
          (incorporated by reference to Exhibit 4(j) to IESU's
          Registration Statement, File No. 333-32097)

   4.12   Officer's Certificate, dated as of August 4, 1997,
          creating IESU's 6-5/8% Senior Debentures, Series A,
          due 2009

   4.13*  Officers' Certificate, dated as of March 6, 2001,
          creating IESU's 6-3/4% Series B Senior Debentures due
          2011 (incorporated by reference to Exhibit 4 to
          IESU's Form 8-K, dated March 6, 2001)

   4.14*  The Original through the Nineteenth Supplemental
          Indentures of IPC to The Chase Manhattan Bank and
          Carl E. Buckley and C. J. Heinzelmann, as Trustees
          (James P. Freeman, successor, as Trustee), dated
          January 1, 1948 securing First Mortgage Bonds
          (incorporated by reference to Exhibits 4(b) through
          4(t) to IPC's Registration Statement No. 33-59352
          dated March 11, 1993)

                                     -129-
<PAGE>
   4.15*  Twentieth Supplemental Indenture of IPC to The
          Chase Manhattan Bank and C. J. Heinzelmann (James P.
          Freeman, successor), as Trustees, dated May 15, 1993
          (incorporated by reference to Exhibit 4(u) to IPC's
          Registration Statement No. 33-59352 dated March 11,
          1993)

   4.16*  Indenture, relating to Resources' debt securities,
          dated as of November 4, 1999, among Resources,
          Alliant Energy, as Guarantor, and Firstar Bank, N.A.,
          as Trustee, (incorporated by reference to Exhibit 4.1
          to Resources' and Alliant Energy's Registration
          Statement on Form S-4 (Registration No. 333-92859),
          and the indentures supplemental thereto dated,
          respectively, November 4, 1999 and February 1, 2000
          (Exhibit 4.2 in File No. 33-92859 and Exhibit 99.4 in
          Alliant Energy's Form 8-K dated February 1, 2000)

   4.17*  Registration Rights Agreement, related to
          Resources' exchangeable senior notes due 2030, dated
          as of February 1, 2000, among Resources, Alliant
          Energy and Merrill Lynch, Pierce, Fenner & Smith
          Incorporated (incorporated by reference to Exhibit
          99.5 to Alliant Energy's Form 8-K dated February 1,
          2000)

   4.18*  Purchase Agreement, relating to Resources'
          exchangeable senior notes due 2030, dated as of
          January 26, 1999, among Resources, Alliant Energy and
          Merrill Lynch, Pierce, Fenner & Smith Incorporated
          (incorporated by reference to Exhibit 99.2 to Alliant
          Energy's Form 8-K dated February 1, 2000)

   10.1*  Service Agreement by and among WP&L, South Beloit,
          IESU, IPC, and Corporate Services (incorporated by
          reference to Exhibit 10.1 to Alliant Energy's Form
          10-Q for the quarter ended June 30, 1998)

   10.2*  Service Agreement by and among Resources, IPC
          Development Company, Inc. and Corporate Services
          (incorporated by reference to Exhibit 10.2 to Alliant
          Energy's Form 10-Q for the quarter ended June 30,
          1998)

   10.3*  System Coordination and Operating Agreement dated
          April 11, 1997, among IESU, IPC, WP&L and Corporate
          Services (incorporated by reference to Exhibit 10.3
          to Alliant Energy's Form 10-Q for the quarter ended
          June 30, 1998)

   10.4*  Joint Power Supply Agreement among WPSC, WP&L, and
          MG&E, dated February 2, 1967 (incorporated by
          reference to Exhibit 4.09 of WPSC in File No. 2-27308)

   10.5*  Joint Power Supply Agreement among WPSC, WP&L, and
          MG&E, dated July 26, 1973 (incorporated by reference
          to Exhibit 5.04A of WPSC in File No. 2-48781)

   10.6*  Basic Generating Agreement, Unit 4, Edgewater
          Generating Station, dated June 5, 1967, between WP&L
          and WPSC (incorporated by reference to Exhibit 4.10
          of WPSC in File No. 2-27308)

   10.7*  Agreement for Construction and Operation of
          Edgewater 5 Generating Unit, dated February 24, 1983,
          between WP&L, WEPCO and WPSC (incorporated by
          reference to Exhibit 10C-1 to WPSC's Form 10-K for
          the year 1983 (File No. 1-3016))

   10.7a* Amendment No. 1 to Agreement for Construction and
          Operation of Edgewater 5 Generating Unit, dated
          December 1, 1988 (incorporated by reference to
          Exhibit 10C-2 to WPSC's Form 10-K for the year 1988
          (File No. 1-3016))

   10.8*  Revised Agreement for Construction and Operation of
          Columbia Generating Plant among WPSC, WP&L, and MG&E,
          dated July 26, 1973 (incorporated by reference to
          Exhibit 5.07 of WPSC in File No. 2-48781)

   10.9*  Operating and Transmission Agreement between CIPCO
          and IESU (incorporated by reference to Exhibit 10(q)
          to IESU's Form 10-K for the year 1990)

   10.10* DAEC Ownership Participation Agreement dated June 1,
          1970 between CIPCO, Corn Belt Power Cooperative and
          IESU (incorporated by reference to Exhibit 5(kk) to
          IESU's Registration Statement, File No. 2-38674)

                                     -130-
<PAGE>
   10.11*   DAEC Operating Agreement dated June 1, 1970 between
            CIPCO, Corn Belt Power Cooperative and IESU
            (incorporated by reference to Exhibit 5(ll) to IESU's
            Registration Statement, File No. 2-38674)

   10.12*   DAEC Agreement for Transmission, Transformation,
            Switching, and Related Facilities dated June 1, 1970
            between CIPCO, Corn Belt Power Cooperative and IESU
            (incorporated by reference to Exhibit 5(mm) to IESU's
            Registration Statement, File No. 2-38674)

   10.13*   Basic Generating Agreement dated April 16, 1975
            between Iowa Public Service Company, Iowa Power and
            Light Company, Iowa-Illinois Gas and Electric Company
            and IESU for the joint ownership of Ottumwa
            Generating Station-Unit 1 (OGS-1) (incorporated by
            reference to Exhibit 1 to IESU's Form 10-K for the
            year 1977)

   10.13a*  Addendum Agreement to the Basic Generating Agreement
            for OGS-1 dated December 7, 1977 between Iowa Public
            Service Company, Iowa-Illinois Gas and Electric
            Company, Iowa Power and Light Company and IESU for
            the purchase of 15% ownership in OGS-1 (incorporated
            by reference to Exhibit 3 to IESU's Form 10-K for the
            year 1977)

   10.14*   Second Amended and Restated Credit Agreement dated as
            of September 17, 1987 between Arnold Fuel, Inc. and
            the First National Bank of Chicago and the Amended
            and Restated Consent and Agreement dated as of
            September 17, 1987 by IESU (incorporated by reference
            to Exhibit 10(j) to IESU's Form 10-K for the year
            1987)

   10.15    Asset Contribution Agreement between ATC and WEPCO,
            WP&L, WPSC, MG&E, Edison Sault Electric Company and
            South Beloit, dated as of December 15, 2000

   10.15a   Addenda to the Asset Contribution Agreement between
            ATC and WEPCO, WP&L, WPSC, MG&E, Edison Sault
            Electric Company and South Beloit, dated as of
            December 15, 2000

   10.16    Operating Agreement of ATC, dated as of January 1,
            2001

   10.17*   Third Amended and Restated November 1998
            Stockholders' Agreement entered into as of March 10,
            2000, by and among McLeod, Alliant Energy,
            Investments and certain other principal stockholders
            of McLeod (incorporated by reference to Exhibit 10.2
            to Alliant Energy's Form 10-Q for the quarter ended
            March 31, 2000)

   10.18*   Third Amended and Restated January 1999
            Stockholders' Agreement entered into as of March 10,
            2000, by and among McLeod, Alliant Energy,
            Investments and certain other principal stockholders
            of McLeod (incorporated by reference to Exhibit 10.3
            to Alliant Energy's Form 10-Q for the quarter ended
            March 31, 2000)

   10.19*   Amendment No. 1 to Third Amended and Restated
            November 1998 Stockholders' Agreement entered into as
            of March 10, 2000, by and among McLeod, Alliant
            Energy, Investments and certain other principal
            stockholders of McLeod, dated as of July 7, 2000
            (incorporated by reference to Exhibit 10.1 to Alliant
            Energy's Form 10-Q for the quarter ended September
            30, 2000)

   10.20*   Amendment No. 1 to Third Amended and Restated
            January 1999 Stockholders' Agreement entered into as
            of March 10, 2000, by and among McLeod, Alliant
            Energy, Investments and certain other principal
            stockholders of McLeod, dated as of July 7, 2000
            (incorporated by reference to Exhibit 10.2 to Alliant
            Energy's Form 10-Q for the quarter ended September
            30, 2000)

   10.21#*  Alliant Energy LTEIP, as amended (incorporated by
            reference to Exhibit 10.1 to Alliant Energy's Form
            10-Q for the quarter ended June 30, 1999)

                                     -131-
<PAGE>

   10.22#*  Alliant Energy 1998 Officer Incentive Compensation
            Plan (incorporated by reference to Exhibit 10.16 to
            Alliant Energy's Form 10-Q for the quarter ended June
            30, 1998)

   10.23#*  Restricted Stock Agreement pursuant to the Alliant
            Energy LTEIP (incorporated by reference to Exhibit
            10.1 to Alliant Energy's Form 10-Q for the quarter
            ended March 31, 1999)

   10.24#*  Alliant Energy Key Employee Deferred Compensation
            Plan (incorporated by reference to Exhibit 4.2 to
            Alliant Energy's Registration Statement on Form S-8
            dated December 1, 2000)

   10.25#*  Key Employee Deferred Compensation Plan
            (incorporated by reference to Exhibit 10(n) to IES's
            Form 10-K for the year 1987)

   10.25a#*  Amendments to Key Employee Deferred Compensation
             Agreement for Key Employees (incorporated by
            reference to Exhibit 10(v) to IES's Form 10-Q for the
            quarter ended March 31, 1990)

   10.26#*  Alliant Energy Deferred Compensation Plan for
            Directors (incorporated by reference to Exhibit 4.1
            to Alliant Energy's Registration Statement on Form
            S-8 dated December 1, 2000)

   10.27#*  IPC Irrevocable Trust Agreement dated April 30,
            1990 (incorporated by reference to Exhibit 99.f to
            IPC's Form 10-K for the year 1993)

   10.28#*  IPC Irrevocable Trust Agreement dated December 1997
            (incorporated by reference to Exhibit 99.7 to IPC's
            Form 10-K for the year 1997)

   10.29#*  Alliant Energy Grantor Trust for Deferred
            Compensation Agreements (Key Employees) (incorporated
            by reference to Exhibit 4.4 to Alliant Energy's
            Registration Statement on Form S-8 (Registration No.
            33-51126))

   10.30#*  Alliant Energy Grantor Trust for Deferred
            Compensation Agreements (Directors) (incorporated by
            reference to Exhibit 4.3 to Alliant Energy's
            Registration Statement on Form S-8 (Registration No.
            33-51126))

   10.31#*  Form of Supplemental Retirement Agreement
            (incorporated by reference to Exhibit 10.15 to
            Alliant Energy's Form 10-Q for the quarter ended June
            30, 1998)

   10.32#*  Supplemental Retirement Plan (incorporated by
            reference to Exhibit 10(l) to IES's Form 10-K for the
            year 1987)

   10.33#   Alliant Energy Excess Plan

   10.34#*  Supplemental Retirement Agreement by and between
            Alliant Energy and E.B. Davis, Jr., W.D. Harvey, J.E.
            Hoffman, E.G. Protsch, B.J. Swan, P.J. Wegner and
            T.M. Walker (incorporated by reference to Exhibit
            10.1 to Alliant Energy's Form 10-Q for the quarter
            ended March 31, 2000)

   10.35#*  Key Executive Employment and Severance Agreement,
            dated March 29, 1999, by and between Alliant Energy
            and Erroll B. Davis, Jr. (incorporated by reference
            to Exhibit 10.2 to Alliant Energy's Form 10-Q for the
            quarter ended March 31, 1999)

   10.36#*  Key Executive Employment and Severance Agreement,
            dated March 29, 1999, by and between Alliant Energy
            and each of J.E. Hoffman, W.D. Harvey, E.G. Protsch,
            P.J. Wegner, T.M. Walker and B.J. Swan (incorporated
            by reference to Exhibit 10.3 to Alliant Energy's Form
            10-Q for the quarter ended March 31, 1999)

                                     -132-
<PAGE>

   10.37#*  Key Executive Employment and Severance Agreement,
            dated March 29, 1999, by and between Alliant Energy
            and each of T.L. Aller, E.M. Gleason, D.K. Langer,
            D.L. Mineck, D.R. Sharp and K.K. Zuhlke (incorporated
            by reference to Exhibit 10.4 to Alliant Energy's Form
            10-Q for the quarter ended March 31, 1999)

   10.38#*  Employment Agreement by and between Alliant Energy
            and Erroll B. Davis, Jr., amended and restated as of
            March 29, 1999 (incorporated by reference to Exhibit
            10.5 to Alliant Energy's Form 10-Q for the quarter
            ended March 31, 1999)

   10.39#*  Severance Agreement by and between Alliant Energy and
            Anthony J. Amato (incorporated by reference to
            Exhibit 10.28 to Alliant Energy's Form 10-Q for the
            quarter ended June 30, 1998)

   10.40#*  Consulting Agreement by and between Alliant Energy
            and Wayne H. Stoppelmoor (incorporated by reference
            to Exhibit 10.2 to Alliant Energy's Form 10-Q for the
            quarter ended June 30, 1999)

   10.41#   Severance Agreement and Release by and among
            Alliant Energy, ATC and John Ebright

   10.42#*  Executive Tenure Compensation Plan as revised
            November 1992 (incorporated by reference to Exhibit
            10A to Alliant Energy's Form 10-K for the year 1992)

   10.42a#* Amendment to Executive Tenure Compensation Plan
            adopted February 23, 1998 (incorporated by reference
            to Exhibit 10.19a to Alliant Energy's Form 10-Q for
            the quarter ended June 30, 1998)

   21       Subsidiaries of Alliant Energy and WP&L

   23.1     Consent of Independent Public Accountants for Alliant Energy

   23.2     Consent of Independent Public Accountants for IESU

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the
registrants agree to furnish to the SEC, upon request, any
instrument defining the rights of holders of unregistered
long-term debt not filed as an exhibit to this Form 10-K.  No
such instrument authorizes securities in excess of 10% of the
total assets of Alliant Energy, WP&L or IESU, as the case may
be.

Documents incorporated by reference to filings made by Alliant
Energy under the Securities Exchange Act of 1934, as amended,
are under File No. 1-9894.  Documents incorporated by reference
to filings made by WP&L under the Securities Exchange Act of
1934, as amended, are under File No. 0-337.  Documents
incorporated by reference to filings made by IES under the
Securities Exchange Act of 1934, as amended, are under File No.
1-9187.  Documents incorporated by reference to filings made by
IESU under the Securities Exchange Act of 1934, as amended, are
under File No. 0-4117-1.  Documents incorporated by reference
to filings made by IPC under the Securities Exchange Act of
1934, as amended, are under File No. 1-3632.

# - A management contract or compensatory plan or arrangement.

(b)   Reports on Form 8-K
      --------------------

Alliant Energy - None.

IESU  - None.

WP&L - None.

                                     -133-
<PAGE>
<TABLE>
<CAPTION>
                                       SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                                                            Additions
                                                                  -------------------------------
                                                    Balance,      Charged to    Charged to Other                          Balance,
      Description                                   January 1      Expense         Accounts (1)       Deductions (2)     December 31
------------------------------------------------------------------------------------------------------------------------------------
                                                                         (in thousands)
Valuation and Qualifying Accounts Which are Deducted in the Balance Sheet From the Assets to Which They Apply:
     Accumulated Provision for Uncollectible Accounts:
         Alliant Energy
                      <S>                             <C>           <C>                <C>                <C>                   <C>
             Year ended December 31, 2000           $3,360         $3,779             $1,616                $4,025            $4,730
             Year ended December 31, 1999            3,128          2,909                 --                 2,677             3,360
             Year ended December 31, 1998            2,636          3,740                 --                 3,248             3,128
         IESU
             Year ended December 31, 2000           $1,641         $1,730                $--                $2,411              $960
             Year ended December 31, 1999            1,415          2,268                 --                 2,042             1,641
             Year ended December 31, 1998              854          2,840                 --                 2,279             1,415
         WP&L
             Year ended December 31, 2000               $6             $2                $--                   $--                $8
             Year ended December 31, 1999                8             --                 --                     2                 6
             Year ended December 31, 1998               12             --                 --                     4                 8
Note:  The above provisions relate to various customer, notes and other receivable balances included in various line items on
the respective Consolidated Balance Sheets.

Other Reserves:
     Accumulated Provision for Injuries & Damages, Workers' Compensation, Litigation and Other Miscellaneous Reserves:
         Alliant Energy
             Year ended December 31, 2000           $7,995         $8,505                $--                $4,011           $12,489
             Year ended December 31, 1999            7,458          5,479                 --                 4,942             7,995
             Year ended December 31, 1998            6,400          7,738                 --                 6,680             7,458
         IESU
             Year ended December 31, 2000           $2,618         $2,234                $--                $1,121            $3,731
             Year ended December 31, 1999            3,129          2,036                 --                 2,547             2,618
             Year ended December 31, 1998            5,033            215                 --                 2,119             3,129
         WP&L
             Year ended December 31, 2000           $2,994         $1,282                $--                $1,587            $2,689
             Year ended December 31, 1999            2,799          1,937                 --                 1,742             2,994
             Year ended December 31, 1998                1          2,798                 --                    --             2,799

     Reserve for Merger-Related Employee Separation Charges:
         Alliant Energy
             Year ended December 31, 2000             $968           $--                $--                  $968               $--
             Year ended December 31, 1999            5,712            --                 --                 4,744               968
             Year ended December 31, 1998               --         9,950                 --                 4,238             5,712
         IESU
             Year ended December 31, 2000             $678           $--                $--                  $678               $--
             Year ended December 31, 1999            1,893            --                 --                 1,215               678
             Year ended December 31, 1998               --         3,551                 --                 1,658             1,893
         WP&L
             Year ended December 31, 2000              $--           $--                $--                   $--               $--
             Year ended December 31, 1999              766            --                 --                   766                --
             Year ended December 31, 1998               --           867                 --                   101               766

(1) In 2000, Alliant Energy acquired EUA Cogenex Corporation and assumed an accumulated provision for uncollectible
    accounts of $1.6 million.
(2) Deductions are of the nature for which the reserves were created.  In the case of the accumulated provision for
    uncollectible accounts, deductions from this reserve are reduced by recoveries of amounts previously written off.

</TABLE>

                                     -134-
<PAGE>

                            SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 29th day of March 2001.

                   ALLIANT ENERGY CORPORATION

                      By: /s/ Erroll B. Davis, Jr.
                          ----------------------------
                          Erroll B. Davis, Jr.
                          Chairman, President and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
indicated on the 29th day of March 2001.
<TABLE>
<CAPTION>
<S>                                         <C>
/s/ Erroll B. Davis, Jr.              Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)
------------------------
Erroll B. Davis, Jr.


/s/ Thomas M. Walker                  Executive Vice President and Chief Financial Officer (Principal Financial Officer)
--------------------
Thomas M. Walker


/s/ John E. Kratchmer                 Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
----------------------
John E. Kratchmer



/s/ Alan B. Arends          Director                          /s/ Milton E. Neshek              Director
------------------                                             ---------------------
Alan B. Arends                                                 Milton E. Neshek


/s/ Jack B. Evans           Director                           /s/ David A. Perdue              Director
-----------------                                              ---------------------
Jack B. Evans                                                  David A. Perdue


/s/ Rockne G. Flowers       Director                           /s/ Judith D. Pyle               Director
---------------------                                          -------------------
Rockne G. Flowers                                              Judith D. Pyle


/s/ Joyce L. Hanes          Director                           /s/ Robert W. Schlutz            Director
------------------                                             ---------------------
Joyce L. Hanes                                                 Robert W. Schlutz


/s/ Lee Liu                 Director                           /s/ Wayne H. Stoppelmoor        Director
------------                                                   -------------------------
Lee Liu                                                        Wayne H. Stoppelmoor


/s/ Katharine C. Lyall      Director                           /s/ Anthony R. Weiler           Director
-----------------------                                        ---------------------
Katharine C. Lyall                                             Anthony R. Weiler


/s/ Arnold M. Nemirow       Director
---------------------
Arnold M. Nemirow
</TABLE>

                                     -135-
<PAGE>


                           SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 29th day of March 2001.

                       IES UTILITIES INC.

                      By: /s/ Erroll B. Davis, Jr.
                          ----------------------------
                          Erroll B. Davis, Jr.
                          Chairman and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
indicated on the 29th day of March 2001.

<TABLE>
<CAPTION>
<S>                                         <C>
/s/ Erroll B. Davis, Jr.              Chairman, Chief Executive Officer and Director (Principal Executive Officer)
------------------------
Erroll B. Davis, Jr.


/s/ Thomas M. Walker                  Executive Vice President and Chief Financial Officer (Principal Financial Officer)
--------------------
Thomas M. Walker


/s/ John E. Kratchmer                 Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
----------------------
John E. Kratchmer



/s/ Alan B. Arends          Director                          /s/ Milton E. Neshek              Director
------------------                                             ---------------------
Alan B. Arends                                                 Milton E. Neshek


/s/ Jack B. Evans           Director                           /s/ David A. Perdue              Director
-----------------                                              ---------------------
Jack B. Evans                                                  David A. Perdue


/s/ Rockne G. Flowers       Director                           /s/ Judith D. Pyle               Director
---------------------                                          -------------------
Rockne G. Flowers                                              Judith D. Pyle


/s/ Joyce L. Hanes          Director                           /s/ Robert W. Schlutz            Director
------------------                                             ---------------------
Joyce L. Hanes                                                 Robert W. Schlutz


/s/ Lee Liu                 Director                           /s/ Wayne H. Stoppelmoor        Director
------------                                                   -------------------------
Lee Liu                                                        Wayne H. Stoppelmoor


/s/ Katharine C. Lyall      Director                           /s/ Anthony R. Weiler           Director
-----------------------                                        ---------------------
Katharine C. Lyall                                             Anthony R. Weiler


/s/ Arnold M. Nemirow       Director
---------------------
Arnold M. Nemirow
</TABLE>

                                     -136-
<PAGE>

                           SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 29th day of March 2001.

                WISCONSIN POWER AND LIGHT COMPANY

                      By: /s/ Erroll B. Davis, Jr.
                          ----------------------------
                          Erroll B. Davis, Jr.
                          Chairman and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
indicated on the 29th day of March 2001.
<TABLE>
<CAPTION>
<S>                                         <C>
/s/ Erroll B. Davis, Jr.              Chairman, Chief Executive Officer and Director (Principal Executive Officer)
------------------------
Erroll B. Davis, Jr.


/s/ Thomas M. Walker                  Executive Vice President and Chief Financial Officer (Principal Financial Officer)
--------------------
Thomas M. Walker


/s/ John E. Kratchmer                 Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
----------------------
John E. Kratchmer



/s/ Alan B. Arends          Director                          /s/ Milton E. Neshek              Director
------------------                                             ---------------------
Alan B. Arends                                                 Milton E. Neshek


/s/ Jack B. Evans           Director                           /s/ David A. Perdue              Director
-----------------                                              ---------------------
Jack B. Evans                                                  David A. Perdue


/s/ Rockne G. Flowers       Director                           /s/ Judith D. Pyle               Director
---------------------                                          -------------------
Rockne G. Flowers                                              Judith D. Pyle


/s/ Joyce L. Hanes          Director                           /s/ Robert W. Schlutz            Director
------------------                                             ---------------------
Joyce L. Hanes                                                 Robert W. Schlutz


/s/ Lee Liu                 Director                           /s/ Wayne H. Stoppelmoor        Director
------------                                                   -------------------------
Lee Liu                                                        Wayne H. Stoppelmoor


/s/ Katharine C. Lyall      Director                           /s/ Anthony R. Weiler           Director
-----------------------                                        ---------------------
Katharine C. Lyall                                             Anthony R. Weiler


/s/ Arnold M. Nemirow       Director
---------------------
Arnold M. Nemirow


</TABLE>


                                     -137-
<PAGE>
<TABLE>
<CAPTION>
                                                          EXHIBIT INDEX

   Exhibit  Description
   -------  -----------

    <S>            <C>
     3.2            Bylaws of Alliant Energy, as amended, effective as of January 30, 2001

     3.4            Bylaws of WP&L, as amended, effective as of January 30, 2001

     3.6            Bylaws of IESU, as amended, effective as of January 30, 2001

     4.12           Officer's Certificate, dated as of August 4, 1997, creating IESU's 6-5/8% Senior Debentures, Series A, due
                    2009

     10.15          Asset Contribution Agreement between ATC and WEPCO, WP&L, WPSC, MG&E, Edison Sault Electric Company and
                    South Beloit, dated as of December 15, 2000

     10.15a         Addenda to the Asset Contribution Agreement between ATC and WEPCO, WP&L, WPSC, MG&E, Edison Sault Electric
                    Company and South Beloit, dated as of December 15, 2000

     10.16          Operating Agreement of ATC, dated as of January 1, 2001

     10.33          Alliant Energy Excess Plan

     10.41          Severance Agreement and Release by and among Alliant Energy, ATC and John Ebright

     21             Subsidiaries of Alliant Energy and WP&L

     23.1           Consent of Independent Public Accountants for Alliant Energy

     23.2           Consent of Independent Public Accountants for IESU

</TABLE>