UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

|[X]   | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE 
|----- | -----------------------------------------------------------------------------
|      | ACT OF 1934                                                                  
|      | For the quarterly period ended September 30, 2004                            
|or   
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
|      | ACT OF 1934                                                                  
|      | For the transition period from _______ to _______                            

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

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

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

|Indicate by check mark whether the
registrants are accelerated filers (as defined in Rule 12b-2 of the Exchange Act).
|---------------------------------------------------------------------------------------------------------------------
|Alliant Energy Corporation                                                                                           
|Interstate Power and Light Company                                                                                   
|Wisconsin Power and Light Company                                                                                    

|Number of shares outstanding of each class
of common stock as of October 29, 2004:
|----------------------------------------------------------------------------------
|Alliant Energy Corporation                                                        
|                                                                                  
|Interstate Power and Light Company                                                
|                                                                                  
|                                                                                  
|Wisconsin Power and Light Company                                                 
|                                                                                  

# TABLE OF CONTENTS

|         |                                                                                                        | Page
|-------- | ------------------------------------------------------------------------------------------------------ | ----
|Part I.  | Financial Information                                                                                  | 2   
|Item 1.  | Condensed Consolidated Financial Statements (Unaudited)                                                | 2   
|         | Alliant Energy Corporation:                                                                            |     
|         | Condensed Consolidated Statements of Income for the Three and Nine Months Ended Sep. 30, 2004 and 2003 | 2   
|         | Condensed Consolidated Balance Sheets as of Sep. 30, 2004 and Dec. 31, 2003                            | 3   
|         | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended Sep. 30, 2004 and 2003       | 5   
|         | Notes to Condensed Consolidated Financial Statements                                                   | 6   
|         | Interstate Power and Light Company:                                                                    |     
|         | Condensed Consolidated Statements of Income for the Three and Nine Months Ended Sep. 30, 2004 and 2003 | 18  
|         | Condensed Consolidated Balance Sheets as of Sep. 30, 2004 and Dec. 31, 2003                            | 19  
|         | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended Sep. 30, 2004 and 2003       | 21  
|         | Notes to Condensed Consolidated Financial Statements                                                   | 22  
|         | Wisconsin Power and Light Company:                                                                     |     
|         | Condensed Consolidated Statements of Income for the Three and Nine Months Ended Sep. 30, 2004 and 2003 | 24  
|         | Condensed Consolidated Balance Sheets as of Sep. 30, 2004 and Dec. 31, 2003                            | 25  
|         | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended Sep. 30, 2004 and 2003       | 27  
|         | Notes to Condensed Consolidated Financial Statements                                                   | 28  
|Item 2.  | Management's Discussion and Analysis of Financial Condition and Results Operations                     | 30  
|Item 3.  | Quantitative and Qualitative Disclosures About Market Risk                                             | 46  
|Item 4.  | Controls and Procedures                                                                                | 46  
|Part II. | Other Information                                                                                      | 47  
|Item 6.  | Exhibits                                                                                               | 47  
|         | Signatures                                                                                             | 47  

# DEFINITIONS

|Certain abbreviations or acronyms used in the text and notes of this combined Form 10-Q are defined below:
|----------------------------------------------------------------------------------------------------------
|Abbreviation or Acronym                                                                                   
|Alliant Energy                                                                                            
|Corporate Services                                                                                        
|Dth                                                                                                       
|EBITDA                                                                                                    
|Emery                                                                                                     
|EPS                                                                                                       
|FASB                                                                                                      
|FIN                                                                                                       
|FIN 46                                                                                                    
|GAAP                                                                                                      
|IPL                                                                                                       
|IUB                                                                                                       
|Kewaunee                                                                                                  
|McLeod                                                                                                    
|MD&A                                                                                                      
|MPUC                                                                                                      
|MW                                                                                                        
|MWh                                                                                                       
|N/A                                                                                                       
|PSCW                                                                                                      
|PUHCA                                                                                                     
|Resources                                                                                                 
|SEC                                                                                                       
|SFAS                                                                                                      
|South Beloit                                                                                              
|TBD                                                                                                       
|U.S.                                                                                                      
|WPL                                                                                                       
|WPC                                                                                                       

1

PART I. FINANCIAL
INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)

ALLIANT ENERGY
CORPORATION                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

|                                                                    | For the Three Months                     | For the Nine Months
|------------------------------------------------------------------- | ---------------------------------------- | -------------------
|                                                                    | Ended September 30,                      | Ended September 30,
|                                                                    | 2004                                     | 2003               
|                                                                   
|                                                                    | (in thousands, except per share amounts)
|Operating revenues:                                                 |                                         
|Domestic utility:                                                   |                                         
|Electric                                                            |                                          | $583,227           
|Gas                                                                 |                                          | 54,190             
|Other                                                               |                                          | 23,214             
|Non-regulated                                                       |                                          | 70,041             
|                                                                    |                                         
|                                                                    |                                          | 730,672            
|                                                                    |                                         
|                                                                   
|Operating expenses:                                                 |                                         
|Domestic utility:                                                   |                                         
|Electric production fuel and purchased power                        |                                          | 195,143            
|Cost of gas sold                                                    |                                          | 28,989             
|Other operation and maintenance                                     |                                          | 171,000            
|Non-regulated operation and maintenance                             |                                          | 62,915             
|Depreciation and amortization                                       |                                          | 83,300             
|Taxes other than income taxes                                       |                                          | 24,081             
|                                                                    |                                         
|                                                                    |                                          | 565,428            
|                                                                    |                                         
|                                                                   
|Operating income                                                    |                                          | 165,244            
|                                                                    |                                         
|                                                                   
|Interest expense and other:                                         |                                         
|Interest expense                                                    |                                          | 46,048             
|Loss on early extinguishment of debt                                |                                          | 2,300              
|Equity income from unconsolidated investments                       |                                          | (4,625             
|Allowance for funds used during construction                        |                                          | (3,160             
|Preferred dividend requirements of subsidiaries                     |                                          | 4,679              
|Interest income and other                                           |                                          | (1,863             
|                                                                    |                                         
|                                                                    |                                          | 43,379             
|                                                                    |                                         
|                                                                   
|Income from continuing operations before income taxes               |                                          | 121,865            
|                                                                    |                                         
|                                                                   
|Income taxes                                                        |                                          | 34,421             
|                                                                    |                                         
|                                                                   
|Income from continuing operations                                   |                                          | 87,444             
|                                                                    |                                         
|                                                                   
|Income (loss) from discontinued operations, net of tax (Note 7)     |                                          | (5,652             
|                                                                    |                                         
|                                                                   
|Income before cumulative effect of changes in accounting principles |                                          | 81,792             
|                                                                    |                                         
|                                                                   
|Cumulative effect of changes in accounting principles, net of tax   |                                          | -                  
|                                                                    |                                         
|                                                                   
|Net income                                                          |                                          | $81,792            
|                                                                    |                                         
|                                                                   
|Average number of common shares outstanding (basic)                 |                                          | 114,246            
|                                                                    |                                         
|                                                                   
|Earnings per average common share (basic):                          |                                         
|Income from continuing operations                                   |                                          | $0.77              
|Income (loss) from discontinued operations                          |                                          | (0.05              
|Cumulative effect of changes in accounting principles               |                                          | -                  
|                                                                    |                                         
|Net income                                                          |                                          | $0.72              
|                                                                    |                                         
|                                                                   
|Average number of common shares outstanding (diluted)               |                                          | 114,703            
|                                                                    |                                         
|                                                                   
|Earnings per average common share (diluted):                        |                                         
|Income from continuing operations                                   |                                          | $0.76              
|Income (loss) from discontinued operations                          |                                          | (0.05              
|Cumulative effect of changes in accounting principles               |                                          | -                  
|                                                                    |                                         
|Net income                                                          |                                          | $0.71              
|                                                                    |                                         
|                                                                   
|Dividends declared per common share                                 |                                          | $0.25              
|                                                                    |                                         
|                                                                   

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

2

ALLIANT ENERGY CORPORATION
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

|                                                                         | September 30,  | December 31,
|------------------------------------------------------------------------ | -------------- | ------------
|ASSETS                                                                   | 2004           | 2003        
|                                                                        
|                                                                         | (in thousands)
|                                                                         |                |             
|Property, plant and equipment:                                           |               
|Domestic utility:                                                        |               
|Electric plant in service                                                |                | $6,328,320  
|Gas plant in service                                                     |                | 670,428     
|Other plant in service                                                   |                | 566,089     
|Accumulated depreciation                                                 |                | (3,164,579  
|                                                                         |               
|Net plant                                                                |                | 4,400,258   
|Construction work in progress:                                           |               
|Emery generating facility                                                |                | 144         
|Other                                                                    |                | 153,142     
|Other, less accumulated depreciation (accum. depr.) of $3,405 and $3,242 |                | 68,378      
|                                                                         |               
|Total domestic utility                                                   |                | 4,621,922   
|                                                                         |               
|Non-regulated and other:                                                 |               
|Non-regulated Generation, less accum. depr. of $6,016 and $3,380         |                | 212,377     
|International, less accum. depr. of $42,490 and $33,708                  |                | 194,283     
|Other Investments, less accum. depr. of $30,008 and $26,179              |                | 60,783      
|Integrated Services, less accum. depr. of $29,040 and $26,570            |                | 50,544      
|Corporate Services and other, less accum. depr. of $38,832 and $25,283   |                | 66,395      
|                                                                         |               
|Total non-regulated and other                                            |                | 584,382     
|                                                                         |               
|                                                                         |                | 5,206,304   
|                                                                         |               
|                                                                        
|Current assets:                                                          |               
|Cash and temporary cash investments                                      |                | 184,065     
|Restricted cash                                                          |                | 6,579       
|Accounts receivable:                                                     |               
|Customer, less allowance for doubtful accounts of $4,602 and $4,872      |                | 149,776     
|Unbilled utility revenues                                                |                | 95,526      
|Other, less allowance for doubtful accounts of $1,610 and $786           |                | 61,866      
|Production fuel, at average cost                                         |                | 62,743      
|Materials and supplies, at average cost                                  |                | 65,933      
|Gas stored underground, at average cost                                  |                | 67,367      
|Regulatory assets                                                        |                | 57,350      
|Assets of discontinued operations (Note 7)                               |                | 70,739      
|Other                                                                    |                | 112,948     
|                                                                         |               
|                                                                         |                | 934,892     
|                                                                         |               
|                                                                        
|Investments:                                                             |               
|Investments in unconsolidated foreign entities                           |                | 511,001     
|Nuclear decommissioning trust funds                                      |                | 401,224     
|Investment in ATC and other                                              |                | 275,799     
|                                                                         |               
|                                                                         |                | 1,188,024   
|                                                                         |               
|                                                                        
|Other assets:                                                            |               
|Regulatory assets                                                        |                | 325,974     
|Deferred charges and other                                               |                | 303,262     
|                                                                         |               
|                                                                         |                | 629,236     
|                                                                         |               
|                                                                        
|Total assets                                                             |                | $7,958,456  
|                                                                         |               
|                                                                        

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

3

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

|                                                                                | September 30, | December 31,
|------------------------------------------------------------------------------- | ------------- | ------------
|CAPITALIZATION AND LIABILITIES                                                  | 2004          | 2003        
|                                                                               
|(in thousands, except share amounts)                                           
|Capitalization:                                                                 |               |             
|Common stock - $0.01 par value - authorized 240,000,000 and 200,000,000 shares; |              
|outstanding 115,515,983 and 110,962,910 shares                                  |               | $1,155      
|Additional paid-in capital                                                      |               | 1,756,117   
|Retained earnings                                                               |               | 859,488     
|Accumulated other comprehensive loss                                            |               | (92,275     
|Shares in deferred compensation trust - 255,352 and 264,673 shares              |              
|at an average cost of $27.40 and $27.84 per share                               |               | (6,997      
|                                                                                |              
|Total common equity                                                             |               | 2,517,488   
|                                                                                |              
|Cumulative preferred stock of subsidiaries, net                                 |               | 243,803     
|Long-term debt, net (excluding current portion)                                 |               | 2,237,628   
|                                                                                |              
|                                                                                |               | 4,998,919   
|                                                                                |              
|                                                                               
|Current liabilities:                                                            |              
|Current maturities and sinking funds                                            |               | 97,960      
|Variable rate demand bonds                                                      |               | 39,100      
|Commercial paper                                                                |               | 21,000      
|Other short-term borrowings                                                     |               | 23,322      
|Accounts payable                                                                |               | 240,710     
|Accrued interest                                                                |               | 45,002      
|Accrued taxes                                                                   |               | 67,519      
|Accrued payroll and vacation                                                    |               | 37,362      
|Liabilities of discontinued operations (Note 7)                                 |               | 17,361      
|Other                                                                           |               | 136,083     
|                                                                                |              
|                                                                                |               | 725,419     
|                                                                                |              
|                                                                               
|Other long-term liabilities and deferred credits:                               |              
|Accumulated deferred income taxes                                               |               | 759,236     
|Accumulated deferred investment tax credits                                     |               | 45,280      
|Regulatory liabilities                                                          |               | 663,767     
|Asset retirement obligations                                                    |               | 363,111     
|Pension and other benefit obligations                                           |               | 146,292     
|Other                                                                           |               | 205,250     
|                                                                                |              
|                                                                                |               | 2,182,936   
|                                                                                |              
|                                                                               
|Minority interest                                                               |               | 51,182      
|                                                                                |              
|                                                                               
|Total capitalization and liabilities                                            |               | $7,958,456  
|                                                                                |              
|                                                                               

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

4

ALLIANT ENERGY CORPORATION
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

|                                                                                 | For the Nine Months
|-------------------------------------------------------------------------------- | -------------------
|                                                                                 | Ended September 30,
|                                                                                 | 2004               
|                                                                                
|                                                                                 | (in thousands)     
|Cash flows from operating activities:                                            |                    
|Net income                                                                       |                    
|Adjustments to reconcile net income to net cash flows from operating activities: |                    
|(Income) loss from discontinued operations, net of tax                           |                    
|Depreciation and amortization                                                    |                    
|Other amortizations                                                              |                    
|Deferred tax expense and investment tax credits                                  |                    
|Equity income from unconsolidated investments, net                               |                    
|Distributions from equity method investments                                     |                    
|Refueling outage provision                                                       |                    
|Cumulative effect of changes in accounting principles, net of tax                |                    
|Other                                                                            |                    
|Other changes in assets and liabilities:                                         |                    
|Accounts receivable                                                              |                    
|Sale of utility accounts receivable                                              |                    
|Income tax refunds receivable                                                    |                    
|Gas stored underground                                                           |                    
|Accounts payable                                                                 |                    
|Accrued taxes                                                                    |                    
|Adjustment clause balances                                                       |                    
|Pension and other benefit obligations                                            |                    
|Other                                                                            |                    
|                                                                                 |                    
|Net cash flows from operating activities                                         |                    
|                                                                                 |                    
|                                                                                
|Cash flows from financing activities:                                            |                    
|Common stock dividends                                                           |                    
|Proceeds from issuance of common stock                                           |                    
|Proceeds from issuance of preferred stock of subsidiary                          |                    
|Proceeds from issuance of long-term debt                                         |                    
|Reductions in long-term debt                                                     |                    
|Net change in commercial paper and other short-term borrowings                   |                    
|Net change in loans with discontinued operations                                 |                    
|Other                                                                            |                    
|                                                                                 |                    
|Net cash flows from financing activities                                         |                    
|                                                                                 |                    
|                                                                                
|Cash flows used for investing activities:                                        |                    
|Construction and acquisition expenditures:                                       |                    
|Domestic utility business                                                        |                    
|Non-regulated businesses                                                         |                    
|Corporate Services and other                                                     |                    
|Nuclear decommissioning trust funds                                              |                    
|Proceeds from asset sales                                                        |                    
|Other                                                                            |                    
|                                                                                 |                    
|Net cash flows used for investing activities                                     |                    
|                                                                                 |                    
|                                                                                
|Net increase (decrease) in cash and temporary cash investments                   |                    
|                                                                                 |                    
|                                                                                
|Cash and temporary cash investments at beginning of period                       |                    
|                                                                                 |                    
|                                                                                
|Cash and temporary cash investments at end of period                             |                    
|                                                                                 |                    
|                                                                                
|Supplemental cash flows information:                                             |                    
|Cash paid during the period for:                                                 |                    
|Interest                                                                         |                    
|                                                                                 |                    
|Income taxes, net of refunds                                                     |                    
|                                                                                 |                    
|Noncash investing and financing activities:                                      |                    
|Debt repaid directly by buyer in the sale of Australian business                 |                    
|                                                                                 |                    
|Debt assumed by buyer of affordable housing business                             |                    
|                                                                                 |                    
|Capital lease obligations incurred                                               |                    
|                                                                                 |                    
|                                                                                

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

5

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

|1. | The interim condensed consolidated financial statements included herein have
          been prepared by Alliant Energy, without audit, pursuant to the rules and
          regulations of the SEC. Accordingly, certain information and footnote
          disclosures normally included in financial statements prepared in accordance
          with GAAP have been condensed or omitted, although management believes that the
          disclosures are adequate to make the information presented not misleading. The
          condensed consolidated financial statements include Alliant Energy and its
          consolidated subsidiaries (including IPL, WPL, Resources and Corporate
          Services). These financial statements should be read in conjunction with the
          financial statements and the notes thereto included in Alliant Energys,
          IPLs and WPLs latest combined Annual Report on Form 10-K.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In the opinion of management, all adjustments, which are normal and recurring in nature,
necessary for a fair presentation of the condensed consolidated results of operations for
the three and nine months ended Sep. 30, 2004 and 2003, the condensed consolidated
financial position at Sep. 30, 2004 and Dec. 31, 2003, and the condensed consolidated
statements of cash flows for the nine months ended Sep. 30, 2004 and 2003 have been made.
Because of the seasonal nature of Alliant Energys utility operations, results for
the three and nine months ended Sep. 30, 2004 are not necessarily indicative of results
that may be expected for the year ending Dec. 31, 2004. Certain prior period amounts have
been reclassified on a basis consistent with the current period presentation.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Alliant Energys comprehensive income, and the components of other
          comprehensive income (loss), net of taxes, for the three and nine months ended
          Sep. 30 were as follows (in thousands):
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                        | Three Months | Nine Months
|------------------------------------------------------- | ------------ | -----------
|                                                        |             
|                                                        | 2004         | 2003       
|                                                        |             
|Net income                                              |              | $81,792    
|Unrealized holding gains on securities, net of tax      |              | 3,742      
|Less:  reclassification adjustment for gains            |             
|included in net income, net of tax                      |              | --         
|                                                        |             
|Net unrealized gains on securities                      |              | 3,742      
|                                                        |             
|Foreign currency translation adjustments, net of tax    |              | 29,721     
|                                                        |             
|Unrealized holding gains (losses) on qualifying         |              |            
|derivatives, net of tax                                 |              | 387        
|Less:  reclassification adjustment for gains (losses)   |             
|included in net income, net of tax                      |              | 509        
|                                                        |             
|Net unrealized gains (losses) on qualifying derivatives |              | (122       
|                                                        |             
|Other comprehensive income (loss)                       |              | 33,341     
|                                                        |             
|Comprehensive income                                    |              | $115,133   
|                                                        |             

|3. | Certain financial information relating to Alliant Energys
          business segments is as follows. Gas revenues included $4.2 million and $16.8
          million for the three months ended Sep. 30, 2004 and 2003, and $20.1 million and
          $39.9 million for the nine months ended Sep. 30, 2004 and 2003, respectively,
          for sales to the electric segment. All other intersegment revenues were not
          material to Alliant Energys operations.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                 | Domestic Utility Business | Non-regulated Businesses |        | Alliant
|-------------------------------- | ------------------------- | ------------------------ | ------ | -------
|                                 |                           |                          | Energy
|                                 | Electric                  | Gas                      | Other  | Total  
|                                 |                          
|                                 | (in thousands)           
|Three Months Ended Sep. 30, 2004 |                           |                          |        |        
|Operating revenues               |                           | $583,227                 |        | $54,190
|Operating income (loss)          |                           | 173,747                  |        | (7,331 
|Income (loss) from continuing    |                          
|operations                       |                           |                          |        |        
|Loss from discontinued           |                          
|operations, net of tax           |                           |                          |        |        
|Net income (loss)                |                           |                          |        |        

6

|                                  | Domestic Utility Business | Non-regulated Businesses |        | Alliant 
|--------------------------------- | ------------------------- | ------------------------ | ------ | --------
|                                  |                           |                          | Energy
|                                  | Electric                  | Gas                      | Other  | Total   
|                                  |                          
|                                  | (in thousands)           
|Three Months Ended Sep. 30, 2003  |                           |                          |        |         
|Operating revenues                |                           | $580,054                 |        | $62,254 
|Operating income (loss)           |                           | 168,169                  |        | (7,393  
|Income (loss) from continuing     |                          
|operations                        |                           |                          |        |         
|Income from discontinued          |                          
|operations, net of tax            |                           |                          |        |         
|Net income                        |                           |                          |        |         
|                                 
|Nine Months Ended Sep. 30, 2004   |                          
|Operating revenues                |                           | $1,519,767               |        | $382,007
|Operating income (loss)           |                           | 304,319                  |        | 18,553  
|Income (loss) from continuing     |                          
|operations                        |                           |                          |        |         
|Loss from discontinued            |                          
|operations, net of tax            |                           |                          |        |         
|Net income (loss)                 |                           |                          |        |         
|                                 
|Nine Months Ended Sep. 30, 2003   |                          
|Operating revenues                |                           | $1,467,187               |        | $396,527
|Operating income (loss)           |                           | 271,028                  |        | 21,445  
|Income (loss) from continuing     |                          
|operations                        |                           |                          |        |         
|Income (loss) from discontinued   |                          
|operations, net of tax            |                           |                          |        |         
|Cumulative effect of changes in   |                          
|accounting principles, net of tax |                           |                          |        |         
|Net income (loss)                 |                           |                          |        |         

* Intl =
International ** ISCO = Integrated Services

|4. | The provisions for income taxes for earnings from continuing operations are
          based on the estimated annual effective tax rate, which differs from the federal
          statutory rate of 35% principally due to state income taxes, the impact of
          foreign income and associated taxes, tax credits, effects of utility rate making
          and certain non-deductible expenses.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Alliant Energy utilizes derivative instruments to manage its exposures to
          various market risks as described in Alliant Energys, IPLs and
          WPLs combined Annual Report on Form 10-K for the year ended Dec. 31, 2003.
          The following information supplements, and should be read in conjunction with,
          Note 10(a) in Alliant Energys Notes to Consolidated Financial
          Statements in the Form 10-K for the year ended Dec. 31, 2003.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
the nine months ended Sep. 30, 2004, no income or loss was recognized in connection with
hedge ineffectiveness in accordance with SFAS 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133). For the three and nine months ended
Sep. 30, 2004, Alliant Energy reclassified losses of $1.1 million (includes losses of $1.0
million for discontinued operations) and $1.2 million (includes losses of $1.0 million for
discontinued operations), respectively, into earnings as a result of the discontinuance of
hedges. Alliant Energy estimates that losses of $0.1 million (all continuing operations)
will be reclassified from accumulated other comprehensive loss into earnings within the 12
months between Oct. 1, 2004 and Sep. 30, 2005 as the hedged transactions affect earnings.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | A reconciliation of the weighted average common shares outstanding used in the
          basic and diluted EPS calculation for the three and nine months ended Sep. 30
          was as follows:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                            | Three Months | Nine Months
|------------------------------------------- | ------------ | -----------
|                                            |             
|                                            | 2004         | 2003       
|                                            |             
|Weighted average common shares outstanding: |              |            
|Basic EPS calculation                       |              | 114,246,443
|Effect of dilutive securities               |              | 456,267    
|                                            |             
|Diluted EPS calculation                     |              | 114,702,710
|                                            |             

7

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

|                                           | Three Months | Nine Months
|------------------------------------------ | ------------ | -----------
|                                           |             
|                                           | 2004         | 2003       
|                                           |             
|Options to purchase shares of common stock |              | 3,319,268  
|Average exercise price of options excluded |              | $29.33     

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

|                                                    | Three Months | Nine Months
|--------------------------------------------------- | ------------ | -----------
|                                                    |             
|                                                    | 2004         | 2003       
|                                                    |             
|Net income, as reported                             |              | $81,792    
|Less:  stock-based compensation expense, net of tax |              | 433        
|                                                    |             
|Pro forma net income                                |              | $81,359    
|                                                    |             
|EPS (basic):                                        |             
|As reported                                         |              | $0.72      
|Pro forma                                           |              | $0.71      
|EPS (diluted):                                      |             
|As reported                                         |              | $0.71      
|Pro forma                                           |              | $0.71      

|7. | In July 2004, Alliant Energy announced its intent to divest the following
          businesses within its Integrated Services business platform:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------

| | o |  | Cogenex
Corporation, an energy services business, based in Lowell, Mass., and affiliated
companies;
| | - |  | ---------------------------------------------------------------------------------------------------

| | o |  | NG
Energy Trading, LLC (NGE), a gas marketing business, based in Oklahoma City, Okla.; and
| | - |  | ------------------------------------------------------------------------------------------

| | o |  | Energy
management services business, which includes offices in Florida, Minnesota and Wisconsin.
| | - |  | ------------------------------------------------------------------------------------------------

| | In September 2004, Alliant Energy successfully completed the sale of substantially all of the
assets of NGE. Alliant Energy is currently in the process of executing its divestiture
plan for the other two businesses. As of Sep. 30, 2004, NGE and Cogenex Corporation
qualified as assets held for sale and discontinued operations. Alliant Energy intends to
complete the divestiture of its energy management services business within the next twelve
months and expects this business will qualify for reporting as assets held for sale and
discontinued operations in the fourth quarter of 2004. Alliant Energy applied the
provisions of SFAS 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS 144), to certain of its assets which were held for sale as of Sep. 30,
2004. SFAS 144 requires that a long-lived asset classified as held for sale be measured at
the lower of its carrying amount or fair value, less costs to sell, and to cease
depreciation and amortization.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In addition, Alliant Energy completed the sale of its Australian, affordable housing and SmartEnergy, Inc. businesses in the second,
third and third quarters of 2003, respectively.  In the fourth quarter of 2003, Alliant Energy completed an initial public offering
of WPC, leaving Alliant Energy with an approximate 5% ownership interest in WPC as of Sep. 30, 2004 that is accounted for under the
cost method.  WPC recently filed a registration statement with the SEC proposing to sell additional new shares of common equity as
well as Alliant Energys remaining shares.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The operating results for all of these non-regulated businesses, except the energy management
services business, have been separately classified and reported as discontinued operations
in Alliant Energys Condensed Consolidated Financial Statements. A summary of the
components of discontinued operations in Alliant Energys Condensed Consolidated
Statements of Income for the three and nine months ended Sep. 30 was as follows (in
thousands):
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8

|                                                       | Three Months | Nine Months
|------------------------------------------------------ | ------------ | -----------
|                                                       |             
|                                                       | 2004         | 2003       
|                                                       |             
|Operating revenues                                     |              | $25,414    
|Operating expenses (a)                                 |              | 33,960     
|Interest expense and other (pre-tax):                  |             
|Gain on sale of NGE                                    |              | (157       
|Loss (gain) on sale of affordable housing business (b) |              | --         
|Loss on sale of SmartEnergy, Inc. (b)                  |              | --         
|SFAS 133 income from Australian business               |              | --         
|Gain on sale of Australian business                    |              | --         
|Other                                                  |              | (1,101     
|                                                       |             
|Income (loss) before income taxes                      |              | (7,288     
|Income tax expense (benefit) (c)                       |              | (1,636     
|                                                       |             
|Income (loss) from discontinued operations, net of tax |              | ($5,652    
|                                                       |             

|(a) |  | In the second quarter of 2004, Alliant Energy recorded a SFAS 142,
               Goodwill and Other Intangible Assets, pre-tax non-cash goodwill
               impairment charge of $41 million related to its energy services business,
               primarily due to less favorable market conditions. The fair value of the
               goodwill was estimated using a combination of the expected discounted future
               cash flows and market value indicators.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(c) |  | The provision for income taxes from discontinued operations for the nine months
               ended Sep. 30, 2004 was significantly different from the federal statutory rate
               of 35% due to the goodwill impairment charge recorded in the second quarter of
               2004. Alliant Energy anticipates a significant portion of the temporary
               difference resulting from the goodwill impairment charge will more likely than
               not reverse in the form of a capital loss for tax purposes. Given Alliant
               Energys current capital loss carryforward position and the likelihood
               regarding its ability to utilize the capital loss related to this goodwill
               impairment charge before it expires, Alliant Energy recorded a valuation
               allowance against deferred tax assets of approximately $14 million in the second
               quarter of 2004 related to this issue.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|                                                 | Sep. 30, 2004 | Dec. 31, 2003
|------------------------------------------------ | ------------- | -------------
|                                                 |              
|Assets of discontinued operations:               |               |              
|Property, plant and equipment, net               |               | $7,188       
|Current assets                                   |               | 22,321       
|Investments                                      |               | 1,725        
|Deferred charges and other                       |               | 39,505       
|                                                 |              
|Total assets of discontinued operations          |               | $70,739      
|                                                 |              
|Liabilities of discontinued operations:          |              
|Current liabilities                              |               | $9,318       
|Other long-term liabilities and deferred credits |               | 8,043        
|                                                 |              
|Total liabilities of discontinued operations     |               | 17,361       
|                                                 |              
|Net assets of discontinued operations            |               | $53,378      
|                                                 |              

9

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

|                                                           | 2004 | 2003   
|---------------------------------------------------------- | ---- | -------
|                                                           |     
|Net cash flows from operating activities                   |      | $35,336
|Net cash flows used for financing activities               |      | (33,735
|Net cash flows from (used for) investing activities        |      | 120    
|                                                           |     
|Net increase in cash and temporary cash investments        |      | 1,721  
|Cash and temporary cash investments at beginning of period |      | 1,235  
|                                                           |     
|Cash and temporary cash investments at end of period       |      | $2,956 
|                                                           |     
|Supplemental cash flows information:                       |     
|Cash paid (refunded) during the period for:                |     
|Interest                                                   |      | ($28   
|                                                           |     
|Income taxes, net of refunds                               |      | ($221  
|                                                           |     

|8. | In 2004, Alliant Energy adopted revised FIN 46 guidance (FIN 46R).  The entities that Alliant Energy consolidated as a result of this
guidance did not have a material impact on its financial condition or results of operations.  After making an ongoing exhaustive
effort, Alliant Energy concluded that it was unable to obtain the information necessary from the counterparties for the Riverside and
RockGen power plants, tolling and purchased-power agreements, respectively, to determine whether the counterparties
are variable interest entities and if Alliant Energy is the primary beneficiary.  These agreements are currently accounted for as
operating leases.  Costs are included in Electric production fuel and purchased power in Alliant Energys Condensed Consolidated
Statements of Income based on monthly payments for these agreements.  Monthly capacity payments related to the Riverside agreement
began in June 2004 when the plant was placed in service and are higher during the peak demand period from May 1 through Sep. 30 and
lower in all other periods during each calendar year.  These seasonal differences in capacity charges are consistent with market
pricing and the expected usage of energy from the plant.  The counterparties sell some or all of their generating capacity to WPL,
and can sell their energy output to both WPL and IPL.  WPL and IPL incurred costs (excluding fuel costs) related to the Riverside
contract of $24.3 million and $0.4 million for the three months ended Sep. 30, 2004, and $31.5 million and $0.5 million for the nine
months ended Sep. 30, 2004, respectively.  WPL incurred costs related to the RockGen contract of approximately $4.7 million and $28.0
million for the three and nine months ended Sep. 30, 2004, and $10.1 million and $26.8 million for the three and nine months ended
Sep. 30, 2003, respectively.  Alliant Energys maximum exposure to loss from these contracts is undeterminable due to the inability
to obtain the necessary information to complete such evaluation.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | Pursuant to SFAS 143, Accounting for Asset Retirement Obligations
          (SFAS 143), a reconciliation of the changes in asset retirement obligations
          associated with long-lived assets is as follows (in millions):
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                         | IPL | WPL  | Total
|------------------------ | --- | ---- | -----
|                         |    
|Balance at Jan. 1, 2004  |     | $158 |      
|Accretion expense        |     | 8    |      
|                         |    
|Balance at Sep. 30, 2004 |     | $166 |      
|                         |    

|10. | The components of Alliant Energys qualified and non-qualified pension
          benefits and other postretirement benefits costs for the three and nine months
          ended Sep. 30 were as follows (in thousands):
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                               | Pension Benefits | Other Postretirement Benefits
|------------------------------ | ---------------- | -----------------------------
|                               |                 
|                               | 2004             | 2003                         
|                               |                 
|Three months ended Sep. 30:    |                  |                              
|Service cost                   |                  | $4,757                       
|Interest cost                  |                  | 10,918                       
|Expected return on plan assets |                  | (11,734                      
|Amortization of:               |                 
|Transition obligation (asset)  |                  | (80                          
|Prior service cost             |                  | 922                          
|Actuarial loss                 |                  | 1,812                        
|                               |                 
|                               |                  | $6,595                       
|                               |                 

10

|                               | Pension Benefits | Other Postretirement Benefits
|------------------------------ | ---------------- | -----------------------------
|                               |                 
|                               | 2004             | 2003                         
|                               |                 
|Nine months ended Sep. 30:     |                  |                              
|Service cost                   |                  | $14,538                      
|Interest cost                  |                  | 32,790                       
|Expected return on plan assets |                  | (35,049                      
|Amortization of:               |                 
|Transition obligation (asset)  |                  | (236                         
|Prior service cost             |                  | 2,548                        
|Actuarial loss                 |                  | 5,714                        
|                               |                 
|                               |                  | $20,305                      
|                               |                 

| | Alliant Energy estimates that funding for the pension and other postretirement benefits plans for
2004 will be approximately $65 million and $15 million, of which $65 million and $12
million, respectively, has been contributed through Sep. 30, 2004.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In the second quarter of 2004, Alliant Energy adopted FASB Staff Position (FSP) No. FAS
106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003, (FSP 106-2). Actuarial equivalence
has not yet been formally defined by the U.S. Department of Health and Human Services.
However, Alliant Energy believes that a substantial portion of the postretirement medical
plans will be actuarially equivalent to the Medicare Prescription Drug Plan. Alliant
Energy anticipates continuing its current prescription drug coverage for currently covered
retirees and therefore should be eligible for the subsidy available from Medicare. The
estimated reductions in Alliant Energys 2004 other postretirement benefits costs and
accumulated projected benefit obligation are $3 million and $20 million, respectively.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11. | In March 2004, WPL discontinued its participation in Alliant Energys
          combined utility customer accounts receivable sale program. WPL had no
          receivables sold and no short-term debt outstanding at the time it discontinued
          its participation in the program. In May 2004, Alliant Energy reduced the
          maximum amount of receivables that can be sold in the program from $250 million
          to $175 million, all of which may be sold by IPL. At Sep. 30, 2004 and Dec. 31,
          2003, Alliant Energy had sold $51 million (all at IPL) and $176 million ($126
          million at IPL and $50 million at WPL) of domestic utility customer accounts
          receivable, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12. | WPL has signed a definitive agreement to sell its 41% ownership interest in Kewaunee to a subsidiary of Dominion Resources, Inc.
(Dominion).  Approval has already been obtained from the Federal Trade Commission, Nuclear Regulatory Commission, IUB, Illinois
Commerce Commission and MPUC, and certain approvals have been obtained from the Federal Energy Regulatory Commission (FERC).  Alliant
Energy expects to receive the PSCW order on this matter in the fourth quarter of 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | WPL anticipates that it will receive approximately $90 million in cash and retain ownership of
the trust assets contained in one of the two decommissioning funds it has established to
cover the eventual decommissioning of Kewaunee. The fund that will be retained had an
after-tax value of $70 million as of Sep. 30, 2004. Dominion will assume responsibility
for the eventual decommissioning of Kewaunee and will receive WPLs qualified
decommissioning trust assets which had an after-tax value of $172 million as of Sep. 30,
2004. The cash proceeds, after certain transaction costs, from the sale are expected to
slightly exceed WPLs carrying value of the assets being sold. WPL has requested
deferral of any gain and related costs from the PSCW. Because any gain realized and the
retained decommissioning fund will likely be returned to customers in future rate filings,
WPL does not expect this transaction will have a significant impact on its operating
results. As of Sep. 30, 2004, WPLs share of the carrying value of the assets and
liabilities included within the sale agreement was as follows (in millions):
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Assets:                            |  |      |  | Liabilities:                 |  |      |  
|---------------------------------- |  | ---- |  | ---------------------------- |  | ---- | -
|Investments                        |  | $172 |  | Asset retirement obligations |  | $197 |  
|Property, plant and equipment, net |  | 83   |  | Regulatory liabilities       |  | (5   | )
|                                   |  |      | 
|Other                              |  | 16   |  |                              |  | $192 |  
|                                   |  |      |  |                             
|                                   |  | $271 | 
|                                   |  |      |  |                             

11

| | As of Sep. 30, 2004, the assets and liabilities in the previous table do not meet the
criteria to be classified as held for sale on the Condensed Consolidated Balance Sheets
under the provisions of SFAS 144. At the closing of the sale, WPL will enter into a
long-term purchased-power agreement with Dominion to purchase energy and capacity
equivalent to the amounts received had current ownership continued. The purchased-power
agreement, which also will require regulatory approval, will extend through 2013 when
Kewaunees current operating license will expire. In April 2004, WPL entered into an
exclusivity agreement with Dominion. Under this agreement, if Dominion decides to extend
the operating license of Kewaunee, Dominion must negotiate only with WPL and Wisconsin
Public Service Corporation (WPSC) for new purchased-power agreements for their respective
share of the plant output that would extend beyond Kewaunees current operating
license termination date. The exclusivity period will start on the closing date of the
sale and will extend through Dec. 21, 2011.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Kewaunee is currently down for a scheduled maintenance and refueling outage.  The outage is currently
anticipated to be two to three weeks longer than the original schedule and is anticipated to be complete in late November.  The
delays have occurred primarily due to problems with lifting equipment related to the reactor vessel inspection required during this
outage and procedures to perform the lift.  WPLs share of the estimated increase in replacement power and operation and maintenance
expenses resulting from the delay is approximately $6 million.  WPL plans to seek deferral of these additional costs from the PSCW
and FERC.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13. | The other (income) and deductions included in Interest income and
          other in Alliant Energys Condensed Consolidated Statements of Income
          for the three and nine months ended Sep. 30 were as follows (in millions):
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                | Three Months | Nine Months
|----------------------------------------------- | ------------ | -----------
|                                                |             
|                                                | 2004         | 2003       
|                                                |             
|Interest income:                                |              |            
|From loans to discontinued operations           |              | ($1        
|Other                                           |              | (2         
|Currency transaction gains, net                 |              | --         
|Valuation charges (income):                     |             
|McLeod trading securities                       |              | 0          
|Other unconsolidated investments                |              | 1          
|Minority interest of subsidiaries' net earnings |              | 0          
|Other                                           |              | --         
|                                                |             
|                                                |              | ($1        
|                                                |             

|14. | In May 2004, Emery was placed in service and resulted in an increase in
          Domestic utility  Electric plant in service and a
          corresponding decrease in Construction work in progress  Emery
          generating facility on Alliant Energys Condensed Consolidated
          Balance Sheet as of Sep. 30, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|15. | Alliant Energy, through its subsidiaries Corporate Services, IPL and WPL, has
          entered into purchased-power, coal, and natural gas supply, transportation and
          storage contracts for its domestic utility business. As of Sep. 30, 2004,
          minimum commitments related to its domestic utility business for 2005 and beyond
          for purchased-power (excluding operating leases), coal and natural gas were
          $59.2 million, $315.9 million and $365.5 million, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|16. | Alliant Energy has fully and unconditionally guaranteed the payment of principal
          and interest on various debt securities issued by Resources and, as a result, is
          required to present condensed consolidating financial statements. No Alliant
          Energy subsidiaries are guarantors of Resources debt securities. Alliant
          Energys condensed consolidating financial statements are as follows:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

Alliant Energy
Corporation Condensed Consolidating Statements of Income for the Three Months Ended
September 30, 2004 and 2003

|                                                             | Alliant Energy |           | Other Alliant |               | Consolidated
|------------------------------------------------------------ | -------------- | --------- | ------------- | ------------- | ------------
|                                                             | Parent         |           | Energy        | Consolidating | Alliant     
|                                                             | Company        | Resources | Subsidiaries  | Adjustments   | Energy      
|                                                             |               
|Three Months Ended September 30, 2004                        |                |           |               |               |             
|Operating revenues:                                          |               
|Domestic utility:                                            |               
|Electric                                                     |                | $--       |               | $--           |             
|Gas                                                          |                | --        |               | --            |             
|Other                                                        |                | --        |               | --            |             
|Non-regulated                                                |                | --        |               | 71,452        |             
|                                                             |               
|                                                             |                | --        |               | 71,452        |             
|                                                             |               
|Operating expenses:                                          |               
|Domestic utility:                                            |               
|Electric production fuel and purchased power                 |                | --        |               | --            |             
|Cost of gas sold                                             |                | --        |               | --            |             
|Other operation and maintenance                              |                | --        |               | --            |             
|Non-regulated operation and maintenance                      |                | 317       |               | 64,007        |             
|Depreciation and amortization                                |                | 17        |               | 8,419         |             
|Taxes other than income taxes                                |                | 4         |               | 1,510         |             
|                                                             |               
|                                                             |                | 338       |               | 73,936        |             
|                                                             |               
|Operating income (loss)                                      |                | (338      | )             | (2,484        | )           
|                                                             |               
|Interest expense and other:                                  |               
|Interest expense                                             |                | 135       |               | 18,961        |             
|Loss on early extinguishment of debt                         |                | --        |               | 2,300         |             
|Equity (income) loss from unconsolidated investments         |                | --        |               | 2,222         |             
|Allowance for funds used during construction                 |                | --        |               | --            |             
|Preferred dividend requirements of subsidiaries              |                | --        |               | --            |             
|Interest income and other                                    |                | (72,982   | )             | (1,083        | )           
|                                                             |               
|                                                             |                | (72,847   | )             | 22,400        |             
|                                                             |               
|Income (loss) from continuing operations before income taxes |                | 72,509    |               | (24,884       | )           
|                                                             |               
|Income tax expense (benefit)                                 |                | (9,283    | )             | (12,143       | )           
|                                                             |               
|Income (loss) from continuing operations                     |                | 81,792    |               | (12,741       | )           
|                                                             |               
|Loss from discontinued operations, net of tax                |                | --        |               | (5,652        | )           
|                                                             |               
|Net income (loss)                                            |                | $81,792   |               | ($18,393      | )           
|                                                             |               
|Three Months Ended September 30, 2003                        |               
|Operating revenues:                                          |               
|Domestic utility:                                            |               
|Electric                                                     |                | $--       |               | $--           |             
|Gas                                                          |                | --        |               | --            |             
|Other                                                        |                | --        |               | --            |             
|Non-regulated                                                |                | --        |               | 74,151        |             
|                                                             |               
|                                                             |                | --        |               | 74,151        |             
|                                                             |               
|Operating expenses:                                          |               
|Domestic utility:                                            |               
|Electric production fuel and purchased power                 |                | --        |               | --            |             
|Cost of gas sold                                             |                | --        |               | --            |             
|Other operation and maintenance                              |                | --        |               | --            |             
|Non-regulated operation and maintenance                      |                | 996       |               | 62,337        |             
|Depreciation and amortization                                |                | 10        |               | 8,618         |             
|Taxes other than income taxes                                |                | 4         |               | 1,738         |             
|                                                             |               
|                                                             |                | 1,010     |               | 72,693        |             
|                                                             |               
|Operating income (loss)                                      |                | (1,010    | )             | 1,458         |             
|                                                             |               
|Interest expense and other:                                  |               
|Interest expense                                             |                | 1,693     |               | 22,932        |             
|Equity (income) loss from unconsolidated investments         |                | --        |               | 356           |             
|Allowance for funds used during construction                 |                | --        |               | --            |             
|Preferred dividend requirements of subsidiaries              |                | --        |               | --            |             
|Interest income and other                                    |                | (99,870   | )             | (4,902        | )           
|                                                             |               
|                                                             |                | (98,177   | )             | 18,386        |             
|                                                             |               
|Income (loss) from continuing operations before income taxes |                | 97,167    |               | (16,928       | )           
|                                                             |               
|Income tax expense (benefit)                                 |                | (6,065    | )             | (13,774       | )           
|                                                             |               
|Income (loss) from continuing operations                     |                | 103,232   |               | (3,154        | )           
|                                                             |               
|Income from discontinued operations, net of tax              |                | --        |               | 18,656        |             
|                                                             |               
|Net income                                                   |                | $103,232  |               | $15,502       |             
|                                                             |               

13

Alliant Energy
Corporation Condensed Consolidating Statements of Income for the Nine Months Ended
September 30, 2004 and 2003

|                                                                  | Alliant Energy |           | Other Alliant  |               | Consolidated
|----------------------------------------------------------------- | -------------- | --------- | -------------- | ------------- | ------------
|                                                                  | Parent         |           | Energy         | Consolidating | Alliant     
|                                                                  | Company        | Resources | Subsidiaries   | Adjustments   | Energy      
|                                                                  |               
|Nine Months Ended September 30, 2004                              |                |           | (in thousands) |               |             
|Operating revenues:                                              
|Domestic utility:                                                
|Electric                                                          |                | $--       |                | $--           |             
|Gas                                                               |                | --        |                | --            |             
|Other                                                             |                | --        |                | --            |             
|Non-regulated                                                     |                | --        |                | 217,048       |             
|                                                                  |               
|                                                                  |                | --        |                | 217,048       |             
|                                                                  |               
|Operating expenses:                                               |               
|Domestic utility:                                                 |               
|Electric production fuel and purchased power                      |                | --        |                | --            |             
|Cost of gas sold                                                  |                | --        |                | --            |             
|Other operation and maintenance                                   |                | --        |                | --            |             
|Non-regulated operation and maintenance                           |                | 1,506     |                | 189,076       |             
|Depreciation and amortization                                     |                | 46        |                | 24,780        |             
|Taxes other than income taxes                                     |                | 7         |                | 5,332         |             
|                                                                  |               
|                                                                  |                | 1,559     |                | 219,188       |             
|                                                                  |               
|Operating income (loss)                                           |                | (1,559    | )              | (2,140        | )           
|                                                                  |               
|Interest expense and other:                                       |               
|Interest expense                                                  |                | 679       |                | 57,465        |             
|Loss on early extinguishment of debt                              |                | --        |                | 7,692         |             
|Equity income from unconsolidated investments                     |                | --        |                | (9,429        | )           
|Allowance for funds used during construction                      |                | --        |                | --            |             
|Preferred dividend requirements of subsidiaries                   |                | --        |                | --            |             
|Interest income and other                                         |                | (97,821   | )              | (2,297        | )           
|                                                                  |               
|                                                                  |                | (97,142   | )              | 53,431        |             
|                                                                  |               
|Income (loss) from continuing operations before income taxes      |                | 95,583    |                | (55,571       | )           
|                                                                  |               
|Income tax expense (benefit)                                      |                | (7,193    | )              | (39,127       | )           
|                                                                  |               
|Income (loss) from continuing operations                          |                | 102,776   |                | (16,444       | )           
|                                                                  |               
|Loss from discontinued operations, net of tax                     |                | --        |                | (49,741       | )           
|                                                                  |               
|Net income (loss)                                                 |                | $102,776  |                | ($66,185      | )           
|                                                                  |               
|Nine Months Ended September 30, 2003                              |               
|Operating revenues:                                               |               
|Domestic utility:                                                 |               
|Electric                                                          |                | $--       |                | $--           |             
|Gas                                                               |                | --        |                | --            |             
|Other                                                             |                | --        |                | --            |             
|Non-regulated                                                     |                | --        |                | 212,349       |             
|                                                                  |               
|                                                                  |                | --        |                | 212,349       |             
|                                                                  |               
|Operating expenses:                                               |               
|Domestic utility:                                                 |               
|Electric production fuel and purchased power                      |                | --        |                | --            |             
|Cost of gas sold                                                  |                | --        |                | --            |             
|Other operation and maintenance                                   |                | --        |                | --            |             
|Non-regulated operation and maintenance                           |                | 2,155     |                | 181,430       |             
|Depreciation and amortization                                     |                | 28        |                | 24,308        |             
|Taxes other than income taxes                                     |                | 9         |                | 5,120         |             
|                                                                  |               
|                                                                  |                | 2,192     |                | 210,858       |             
|                                                                  |               
|Operating income (loss)                                           |                | (2,192    | )              | 1,491         |             
|                                                                  |               
|Interest expense and other:                                       |               
|Interest expense                                                  |                | 8,230     |                | 76,657        |             
|Equity (income) loss from unconsolidated investments              |                | --        |                | 5,368         |             
|Allowance for funds used during construction                      |                | --        |                | --            |             
|Preferred dividend requirements of subsidiaries                   |                | --        |                | --            |             
|Interest income and other                                         |                | (148,655  | )              | (14,812       | )           
|                                                                  |               
|                                                                  |                | (140,425  | )              | 67,213        |             
|                                                                  |               
|Income (loss) from continuing operations before income taxes      |                | 138,233   |                | (65,722       | )           
|                                                                  |               
|Income tax expense (benefit)                                      |                | 3,325     |                | (47,746       | )           
|                                                                  |               
|Income (loss) from continuing operations                          |                | 134,908   |                | (17,976       | )           
|                                                                  |               
|Income from discontinued operations, net of tax                   |                | --        |                | 31,894        |             
|                                                                  |               
|Income before cumulative effect of changes in                     |               
|accounting principles, net of tax                                 |                | 134,908   |                | 13,918        |             
|                                                                  |               
|Cumulative effect of changes in accounting principles, net of tax |                | --        |                | (5,983        | )           
|                                                                  |               
|Net income                                                        |                | $134,908  |                | $7,935        |             
|                                                                  |               

14

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of September 30, 2004

|                                                 | Alliant Energy |            | Other          |               | Consolidated
|------------------------------------------------ | -------------- | ---------- | -------------- | ------------- | ------------
|                                                 | Parent         |            | Alliant Energy | Consolidating | Alliant     
|ASSETS                                           | Company        | Resources  | Subsidiaries   | Adjustments   | Energy      
|                                                 |               
|Property, plant and equipment:                   |                |            |                |               |             
|Domestic utility:                                |               
|Electric plant in service                        |                | $--        |                | $--           |             
|Other plant in service                           |                | --         |                | --            |             
|Accumulated depreciation                         |                | --         |                | --            |             
|Construction work in progress:                   |               
|Emery generating facility                        |                | --         |                | --            |             
|Other                                            |                | --         |                | --            |             
|Other, net                                       |                | --         |                | --            |             
|                                                 |               
|Total domestic utility                           |                | --         |                | --            |             
|                                                 |               
|Non-regulated and other, net                     |                | --         |                | 517,737       |             
|                                                 |               
|                                                 |                | --         |                | 517,737       |             
|                                                 |               
|Current assets:                                  |                |            |                |               |             
|Restricted cash                                  |                | --         |                | 3,494         |             
|Accounts receivable, net                         |                | 305        |                | 72,109        |             
|Gas stored underground, at average cost          |                | --         |                | --            |             
|Assets of discontinued operations                |                | --         |                | 70,739        |             
|Other                                            |                | 93,350     |                | 145,286       |             
|                                                 |               
|                                                 |                | 93,655     |                | 291,628       |             
|                                                 |               
|Investments:                                     |                |            |                |               |             
|Consolidated subsidiaries                        |                | 2,410,959  |                | --            |             
|Other                                            |                | 13,077     |                | 599,206       |             
|                                                 |               
|                                                 |                | 2,424,036  |                | 599,206       |             
|                                                 |               
|                                                 |               
|Deferred charges and other                       |                | 8,165      |                | 83,144        |             
|                                                 |               
|Total assets                                     |                | $2,525,856 |                | $1,491,715    |             
|                                                 |               
|CAPITALIZATION AND LIABILITIES                   |               
|Capitalization:                                  |               
|Common stock and additional paid-in capital      |                | $1,757,272 |                | $250,261      |             
|Retained earnings                                |                | 859,488    |                | 46,818        |             
|Accumulated other comprehensive loss             |                | (92,275    | )              | (54,961       | )           
|Shares in deferred compensation trust            |                | (6,997     | )              | --            |             
|                                                 |               
|Total common equity                              |                | 2,517,488  |                | 242,118       |             
|                                                 |               
|Cumulative preferred stock of subsidiaries, net  |                | --         |                | --            |             
|Long-term debt, net (excluding current portion)  |                | --         |                | 835,510       |             
|                                                 |               
|                                                 |                | 2,517,488  |                | 1,077,628     |             
|                                                 |               
|Current liabilities:                             |               
|Current maturities and sinking funds             |                | --         |                | 9,960         |             
|Variable rate demand bonds                       |                | --         |                | --            |             
|Commercial paper                                 |                | --         |                | --            |             
|Liabilities of discontinued operations           |                | --         |                | 17,361        |             
|Other                                            |                | 8,092      |                | 155,187       |             
|                                                 |               
|                                                 |                | 8,092      |                | 182,508       |             
|                                                 |               
|                                                 |               
|Other long-term liabilities and deferred credits |                | 276        |                | 180,397       |             
|                                                 |               
|                                                 |               
|Minority interest                                |                | --         |                | 51,182        |             
|                                                 |               
|Total capitalization and liabilities             |                | $2,525,856 |                | $1,491,715    |             
|                                                 |               

15

Alliant Energy
Corporation Condensed Consolidating Balance Sheet as of December 31, 2003

|                                                 | Alliant Energy |            | Other          |               | Consolidated
|------------------------------------------------ | -------------- | ---------- | -------------- | ------------- | ------------
|                                                 | Parent         |            | Alliant Energy | Consolidating | Alliant     
|ASSETS                                           | Company        | Resources  | Subsidiaries   | Adjustments   | Energy      
|                                                 |               
|Property, plant and equipment:                   |                |            |                |               |             
|Domestic utility:                                |               
|Electric plant in service                        |                | $--        |                | $--           |             
|Other plant in service                           |                | --         |                | --            |             
|Accumulated depreciation                         |                | --         |                | --            |             
|Construction work in progress:                   |               
|Emery generating facility                        |                | --         |                | --            |             
|Other                                            |                | --         |                | --            |             
|Other, net                                       |                | --         |                | --            |             
|                                                 |               
|Total domestic utility                           |                | --         |                | --            |             
|                                                 |               
|Non-regulated and other, net                     |                | --         |                | 508,769       |             
|                                                 |               
|                                                 |                | --         |                | 508,769       |             
|                                                 |               
|Current assets:                                  |               
|Restricted cash                                  |                | --         |                | 6,799         |             
|Accounts receivable, net                         |                | 6,581      |                | 67,942        |             
|Gas stored underground, at average cost          |                | --         |                | --            |             
|Assets of discontinued operations                |                | --         |                | 184,002       |             
|Other                                            |                | 49,359     |                | 171,185       |             
|                                                 |               
|                                                 |                | 55,940     |                | 429,928       |             
|                                                 |               
|Investments:                                     |               
|Consolidated subsidiaries                        |                | 2,324,030  |                | --            |             
|Other                                            |                | 12,422     |                | 566,221       |             
|                                                 |               
|                                                 |                | 2,336,452  |                | 566,221       |             
|                                                 |               
|                                                 |               
|Deferred charges and other                       |                | 4,146      |                | 88,282        |             
|                                                 |               
|Total assets                                     |                | $2,396,538 |                | $1,593,200    |             
|                                                 |               
|CAPITALIZATION AND LIABILITIES                   |               
|Capitalization:                                  |               
|Common stock and additional paid-in capital      |                | $1,644,682 |                | $232,743      |             
|Retained earnings                                |                | 840,417    |                | 113,004       |             
|Accumulated other comprehensive loss             |                | (106,415   | )              | (69,102       | )           
|Shares in deferred compensation trust            |                | (7,370     | )              | --            |             
|                                                 |               
|Total common equity                              |                | 2,371,314  |                | 276,645       |             
|                                                 |               
|Cumulative preferred stock of subsidiaries, net  |                | --         |                | --            |             
|Long-term debt, net (excluding current portion)  |                | --         |                | 874,079       |             
|                                                 |               
|                                                 |                | 2,371,314  |                | 1,150,724     |             
|                                                 |               
|Current liabilities:                             |               
|Current maturities and sinking funds             |                | --         |                | 7,281         |             
|Variable rate demand bonds                       |                | --         |                | --            |             
|Commercial paper                                 |                | --         |                | --            |             
|Liabilities of discontinued operations           |                | --         |                | 50,076        |             
|Other                                            |                | 22,049     |                | 167,042       |             
|                                                 |               
|                                                 |                | 22,049     |                | 224,399       |             
|                                                 |               
|                                                 |               
|Other long-term liabilities and deferred credits |                | 3,175      |                | 165,729       |             
|                                                 |               
|                                                 |               
|Minority interest                                |                | --         |                | 52,348        |             
|                                                 |               
|Total capitalization and liabilities             |                | $2,396,538 |                | $1,593,200    |             
|                                                 |               

16

Alliant Energy
Corporation Condensed Consolidating Statements of Cash Flows for the Nine Months Ended
September 30, 2004 and 2003

|                                                                 | Alliant Energy |           | Other Alliant |               | Consolidated
|---------------------------------------------------------------- | -------------- | --------- | ------------- | ------------- | ------------
|                                                                 | Parent         |           | Energy        | Consolidating | Alliant     
|                                                                 | Company        | Resources | Subsidiaries  | Adjustments   | Energy      
|                                                                 |               
|Nine Months Ended September 30, 2004                             |                |           |               |               |             
|Net cash flows from (used for) operating activities              |                | $102,600  |               | ($48,294      | )           
|                                                                 |               
|Cash flows from financing activities:                            |               
|Common stock dividends                                           |                | (83,705   | )             | --            |             
|Proceeds from issuance of common stock                           |                | 109,196   |               | --            |             
|Proceeds from issuance of long-term debt                         |                | --        |               | 168           |             
|Reductions in long-term debt                                     |                | --        |               | (38,897       | )           
|Net change in commercial paper and other short-term borrowings   |                | (20,048   | )             | 22,459        |             
|Net change in loans with discontinued operations                 |                | --        |               | 30,920        |             
|Other                                                            |                | 153       |               | 17,224        |             
|                                                                 |               
|Net cash flows from financing activities                         |                | 5,596     |               | 31,874        |             
|                                                                 |               
|Cash flows used for investing activities:                        |               
|Construction and acquisition expenditures:                       |               
|Domestic utility business                                        |                | --        |               | --            |             
|Non-regulated businesses                                         |                | --        |               | (52,182       | )           
|Corporate Services                                               |                | --        |               | --            |             
|Proceeds from asset sales                                        |                | --        |               | 4,240         |             
|Other                                                            |                | (72,348   | )             | 1,706         |             
|                                                                 |               
|Net cash flows used for investing activities                     |                | (72,348   | )             | (46,236       | )           
|                                                                 |               
|Net increase (decrease) in cash and temporary cash investments   |                | 35,848    |               | (62,656       | )           
|                                                                 |               
|Cash and temporary cash investments at beginning of period       |                | 35,776    |               | 143,126       |             
|                                                                 |               
|Cash and temporary cash investments at end of period             |                | $71,624   |               | $80,470       |             
|                                                                 |               
|Supplemental cash flows information:                             |               
|Cash paid (refunded) during the period for:                      |               
|Interest                                                         |                | $3,178    |               | $56,308       |             
|                                                                 |               
|Income taxes, net of refunds                                     |                | ($18,334  | )             | $12,886       |             
|                                                                 |               
|Noncash investing and financing activities:                      |               
|Capital lease obligations incurred                               |                | $--       |               | $--           |             
|                                                                 |               
|Nine Months Ended September 30, 2003                             |               
|Net cash flows from (used for) operating activities              |                | $132,636  |               | ($52,454      | )           
|                                                                 |               
|Cash flows from (used for) financing activities:                 |               
|Common stock dividends                                           |                | (73,699   | )             | --            |             
|Proceeds from issuance of common stock                           |                | 339,189   |               | --            |             
|Proceeds from issuance of preferred stock of subsidiary          |                | --        |               | --            |             
|Proceeds from issuance of long-term debt                         |                | --        |               | 61,208        |             
|Reductions in long-term debt                                     |                | --        |               | (3,460        | )           
|Net change in commercial paper and other short-term borrowings   |                | (43,534   | )             | (49,968       | )           
|Net change in loans with discontinued operations                 |                | --        |               | (46,924       | )           
|Other                                                            |                | (1,650    | )             | 1,869         |             
|                                                                 |               
|Net cash flows from (used for) financing activities              |                | 220,306   |               | (37,275       | )           
|                                                                 |               
|Cash flows from (used for) investing activities:                 |               
|Construction and acquisition expenditures:                       |               
|Domestic utility business                                        |                | --        |               | --            |             
|Non-regulated businesses                                         |                | --        |               | (226,176      | )           
|Corporate Services and other                                     |                | (50       | )             | --            |             
|Proceeds from asset sales                                        |                | --        |               | 364,777       |             
|Other                                                            |                | (352,114  | )             | (4,843        | )           
|                                                                 |               
|Net cash flows from (used for) investing activities              |                | (352,164  | )             | 133,758       |             
|                                                                 |               
|Net increase (decrease) in cash and temporary cash investments   |                | 778       |               | 44,029        |             
|                                                                 |               
|Cash and temporary cash investments at beginning of period       |                | 4         |               | 42,124        |             
|                                                                 |               
|Cash and temporary cash investments at end of period             |                | $782      |               | $86,153       |             
|                                                                 |               
|Supplemental cash flows information:                             |               
|Cash paid (refunded) during the period for:                      |               
|Interest                                                         |                | $7,755    |               | $60,272       |             
|                                                                 |               
|Income taxes, net of refunds                                     |                | ($5,473   | )             | ($21,428      | )           
|                                                                 |               
|Noncash investing and financing activities:                      |               
|Debt repaid directly by buyer in the sale of Australian business |                | $--       |               | $127,595      |             
|                                                                 |               
|Debt assumed by buyer of affordable housing business             |                | $--       |               | $87,986       |             
|                                                                 |               
|Capital lease obligations incurred                               |                | $--       |               | $--           |             
|                                                                 |               

17

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

|                                                                                                                | For the Three Months | For the Nine Months
|--------------------------------------------------------------------------------------------------------------- | -------------------- | -------------------
|                                                                                                                | Ended September 30,  | Ended September 30,
|                                                                                                                | 2004                 | 2003               
|                                                                                                               
|                                                                                                                | (in thousands)      
|Operating revenues:                                                                                             |                      |                    
|Electric utility                                                                                                |                      | $325,400           
|Gas utility                                                                                                     |                      | 29,662             
|Steam and other                                                                                                 |                      | 19,408             
|                                                                                                                |                     
|                                                                                                                |                      | 374,470            
|                                                                                                                |                     
|                                                                                                               
|Operating expenses:                                                                                             |                     
|Electric production fuel and purchased power                                                                    |                      | 78,494             
|Cost of gas sold                                                                                                |                      | 16,552             
|Other operation and maintenance                                                                                 |                      | 105,025            
|Depreciation and amortization                                                                                   |                      | 47,843             
|Taxes other than income taxes                                                                                   |                      | 13,509             
|                                                                                                                |                     
|                                                                                                                |                      | 261,423            
|                                                                                                                |                     
|                                                                                                               
|Operating income                                                                                                |                      | 113,047            
|                                                                                                                |                     
|                                                                                                               
|Interest expense and other:                                                                                     |                     
|Interest expense                                                                                                |                      | 18,551             
|Allowance for funds used during construction                                                                    |                      | (1,894             
|Interest income and other                                                                                       |                      | (126               
|                                                                                                                |                     
|                                                                                                                |                      | 16,531             
|                                                                                                                |                     
|                                                                                                               
|Income before income taxes                                                                                      |                      | 96,516             
|                                                                                                                |                     
|                                                                                                               
|Income taxes                                                                                                    |                      | 34,270             
|                                                                                                                |                     
|                                                                                                               
|Net income                                                                                                      |                      | 62,246             
|                                                                                                                |                     
|                                                                                                               
|Preferred dividend requirements                                                                                 |                      | 3,852              
|                                                                                                                |                     
|                                                                                                               
|Earnings available for common stock                                                                             |                      | $58,394            
|                                                                                                                |                     
|                                                                                                               
|The accompanying Notes to Condensed
Consolidated Financial Statements are an integral part of these statements. |                     

18

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

|                                                                    | September 30,  | December 31,
|------------------------------------------------------------------- | -------------- | ------------
|ASSETS                                                              | 2004           | 2003        
|                                                                   
|                                                                    | (in thousands)
|Property, plant and equipment:                                      |                |             
|Electric plant in service                                           |                | $4,222,642  
|Gas plant in service                                                |                | 355,221     
|Steam plant in service                                              |                | 60,310      
|Other plant in service                                              |                | 224,076     
|Accumulated depreciation                                            |                | (1,956,962  
|                                                                    |               
|Net plant                                                           |                | 2,905,287   
|Construction work in progress:                                      |               
|Emery generating facility                                           |                | 144         
|Other                                                               |                | 79,276      
|Other, less accumulated depreciation of $3,121 and $2,941           |                | 50,456      
|                                                                    |               
|                                                                    |                | 3,035,163   
|                                                                    |               
|                                                                   
|Current assets:                                                     |               
|Cash and temporary cash investments                                 |                | 59          
|Accounts receivable:                                                |               
|Customer, less allowance for doubtful accounts of $1,275 and $1,262 |                | 81,725      
|Associated companies                                                |                | 2,708       
|Other, less allowance for doubtful accounts of $770 and $145        |                | 25,513      
|Income tax refunds receivable                                       |                | 9,267       
|Production fuel, at average cost                                    |                | 32,803      
|Materials and supplies, at average cost                             |                | 33,058      
|Gas stored underground, at average cost                             |                | 34,945      
|Regulatory assets                                                   |                | 30,957      
|Prepayments and other                                               |                | 17,092      
|                                                                    |               
|                                                                    |                | 268,127     
|                                                                    |               
|                                                                   
|Investments:                                                        |               
|Nuclear decommissioning trust funds                                 |                | 159,251     
|Other                                                               |                | 14,047      
|                                                                    |               
|                                                                    |                | 173,298     
|                                                                    |               
|                                                                   
|Other assets:                                                       |               
|Regulatory assets                                                   |                | 246,248     
|Deferred charges and other                                          |                | 38,302      
|                                                                    |               
|                                                                    |                | 284,550     
|                                                                    |               
|                                                                   
|Total assets                                                        |                | $3,761,138  
|                                                                    |               
|                                                                   

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

19

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

|                                                               | September 30,                        | December 31,
|-------------------------------------------------------------- | ------------------------------------ | ------------
|CAPITALIZATION AND LIABILITIES                                 | 2004                                 | 2003        
|                                                              
|                                                               | (in thousands, except share amounts)
|Capitalization:                                                |                                      |             
|Common stock - $2.50 par value - authorized 24,000,000 shares; |                                     
|13,370,788 shares outstanding                                  |                                      | $33,427     
|Additional paid-in capital                                     |                                      | 746,264     
|Retained earnings                                              |                                      | 375,776     
|Accumulated other comprehensive loss                           |                                      | (17,078     
|                                                               |                                     
|Total common equity                                            |                                      | 1,138,389   
|                                                               |                                     
|Cumulative preferred stock                                     |                                      | 183,840     
|Long-term debt, net                                            |                                      | 962,903     
|                                                               |                                     
|                                                               |                                      | 2,285,132   
|                                                               |                                     
|                                                              
|Current liabilities:                                           |                                     
|Commercial paper                                               |                                      | 21,000      
|Accounts payable                                               |                                      | 101,019     
|Accounts payable to associated companies                       |                                      | 34,305      
|Accrued interest                                               |                                      | 16,948      
|Accrued taxes                                                  |                                      | 55,761      
|Other                                                          |                                      | 58,252      
|                                                               |                                     
|                                                               |                                      | 287,285     
|                                                               |                                     
|                                                              
|Other long-term liabilities and deferred credits:              |                                     
|Accumulated deferred income taxes                              |                                      | 391,857     
|Accumulated deferred investment tax credits                    |                                      | 24,992      
|Regulatory liabilities                                         |                                      | 424,752     
|Asset retirement obligations                                   |                                      | 165,845     
|Pension and other benefit obligations                          |                                      | 63,872      
|Other                                                          |                                      | 117,403     
|                                                               |                                     
|                                                               |                                      | 1,188,721   
|                                                               |                                     
|                                                              
|Total capitalization and liabilities                           |                                      | $3,761,138  
|                                                               |                                     
|                                                              

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

20

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

|                                                           | For the Nine Months
|---------------------------------------------------------- | -------------------
|                                                           | Ended September 30,
|                                                           | 2004               
|                                                          
|                                                           | (in thousands)     
|Cash flows from operating activities:                      |                    
|Net income                                                 |                    
|Adjustments to reconcile net income to net cash            |                    
|flows from operating activities:                           |                    
|Depreciation and amortization                              |                    
|Amortization of leased nuclear fuel                        |                    
|Deferred tax expense and investment tax credits            |                    
|Refueling outage provision                                 |                    
|Other                                                      |                    
|Other changes in assets and liabilities:                   |                    
|Accounts receivable                                        |                    
|Sale of accounts receivable                                |                    
|Income tax refunds receivable                              |                    
|Gas stored underground                                     |                    
|Accounts payable                                           |                    
|Adjustment clause balances                                 |                    
|Pension and other benefit obligations                      |                    
|Other                                                      |                    
|                                                           |                    
|Net cash flows from operating activities                   |                    
|                                                           |                    
|                                                          
|Cash flows from financing activities:                      |                    
|Common stock dividends                                     |                    
|Preferred stock dividends                                  |                    
|Capital contribution from parent                           |                    
|Proceeds from issuance of preferred stock                  |                    
|Proceeds from issuance of long-term debt                   |                    
|Reductions in long-term debt                               |                    
|Net change in commercial paper                             |                    
|Principal payments under capital lease obligations         |                    
|Other                                                      |                    
|                                                           |                    
|Net cash flows from financing activities                   |                    
|                                                           |                    
|                                                          
|Cash flows used for investing activities:                  |                    
|Utility construction expenditures                          |                    
|Nuclear decommissioning trust funds                        |                    
|Other                                                      |                    
|                                                           |                    
|Net cash flows used for investing activities               |                    
|                                                           |                    
|                                                          
|Net decrease in cash and temporary cash investments        |                    
|                                                           |                    
|                                                          
|Cash and temporary cash investments at beginning of period |                    
|                                                           |                    
|                                                          
|Cash and temporary cash investments at end of period       |                    
|                                                           |                    
|                                                          
|Supplemental cash flows information:                       |                    
|Cash paid (refunded) during the period for:                |                    
|Interest                                                   |                    
|                                                           |                    
|Income taxes, net of refunds                               |                    
|                                                           |                    
|Noncash investing and financing activities:                |                    
|Capital lease obligations incurred                         |                    
|                                                           |                    
|                                                          

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

21

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

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

|1. | The interim condensed consolidated financial statements included herein have
          been prepared by IPL, without audit, pursuant to the rules and regulations of
          the SEC. Accordingly, certain information and footnote disclosures normally
          included in financial statements prepared in accordance with GAAP have been
          condensed or omitted, although management believes that the disclosures are
          adequate to make the information presented not misleading. The condensed
          consolidated financial statements include IPL and its consolidated subsidiaries.
          IPL is a direct subsidiary of Alliant Energy. These financial statements should
          be read in conjunction with the financial statements and the notes thereto
          included in IPLs latest Annual Report on Form 10-K.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In the opinion of management, all adjustments, which are normal and recurring in nature,
necessary for a fair presentation of the condensed consolidated results of operations for
the three and nine months ended Sep. 30, 2004 and 2003, the condensed consolidated
financial position at Sep. 30, 2004 and Dec. 31, 2003, and the condensed consolidated
statements of cash flows for the nine months ended Sep. 30, 2004 and 2003 have been made.
Because of the seasonal nature of IPLs operations, results for the three and nine
months ended Sep. 30, 2004 are not necessarily indicative of results that may be expected
for the year ending Dec. 31, 2004. Certain prior period amounts have been reclassified on
a basis consistent with the current period presentation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | For the three and nine months ended Sep. 30, 2004 and 2003, IPL had no other
          comprehensive income, thus IPLs comprehensive income was equal to its
          earnings available for common stock for all periods.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Certain financial information relating to IPLs significant business
          segments is as follows. Intersegment revenues were not material to IPLs
          operations.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                    | Electric       | Gas      | Other | Total   
|----------------------------------- | -------------- | -------- | ----- | --------
|                                    |               
|                                    | (in thousands)
|Three Months Ended Sep. 30, 2004    |                |          |       |         
|Operating revenues                  |                | $325,400 |       | $29,662 
|Operating income (loss)             |                | 115,605  |       | (4,527  
|Earnings available for common stock |                |          |       |         
|                                   
|Three Months Ended Sep. 30, 2003    |               
|Operating revenues                  |                | $308,141 |       | $28,383 
|Operating income (loss)             |                | 89,197   |       | (4,708  
|Earnings available for common stock |                |          |       |         
|                                   
|Nine Months Ended Sep. 30, 2004     |               
|Operating revenues                  |                | $807,591 |       | $208,047
|Operating income                    |                | 172,831  |       | 2,783   
|Earnings available for common stock |                |          |       |         
|                                   
|Nine Months Ended Sep. 30, 2003     |               
|Operating revenues                  |                | $773,186 |       | $195,725
|Operating income                    |                | 156,298  |       | 7,474   
|Earnings available for common stock |                |          |       |         

22

|10. | The components of IPLs qualified pension benefits and other postretirement
          benefits costs for the three and nine months ended Sep. 30 were as follows (in
          thousands):
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                               | Qualified Pension Benefits | Other Postretirement Benefits
|------------------------------ | -------------------------- | -----------------------------
|                               |                           
|                               | 2004                       | 2003                         
|                               |                           
|Three months ended Sep. 30:    |                            |                              
|Service cost                   |                            | $1,519                       
|Interest cost                  |                            | 3,181                        
|Expected return on plan assets |                            | (3,373                       
|Amortization of:               |                           
|Transition obligation (asset)  |                            | (53                          
|Prior service cost             |                            | 322                          
|Actuarial loss                 |                            | 500                          
|                               |                           
|                               |                            | $2,096                       
|                               |                           
|Nine months ended Sep. 30:     |                           
|Service cost                   |                            | $4,558                       
|Interest cost                  |                            | 9,543                        
|Expected return on plan assets |                            | (10,121                      
|Amortization of:               |                           
|Transition obligation (asset)  |                            | (157                         
|Prior service cost             |                            | 967                          
|Actuarial loss                 |                            | 1,502                        
|                               |                           
|                               |                            | $6,292                       
|                               |                           

| | The pension benefits costs shown in the previous table represent only the pension benefits
costs for bargaining unit employees of IPL covered under the bargaining unit pension plans
that are sponsored by IPL. The pension benefits costs for IPLs non-bargaining
employees who are participants in other Alliant Energy plans were $0.7 million and $1.1
million for the three months ended Sep. 30, 2004 and 2003, and $2.2 million and $3.3
million for the nine months ended Sep. 30, 2004 and 2003, respectively. In addition,
Corporate Services provides services to IPL. The allocated pension benefits costs
associated with these services were $0.9 million and $0.7 million for the three months
ended Sep. 30, 2004 and 2003, and $2.6 million and $2.2 million for the nine months ended
Sep. 30, 2004 and 2003, respectively. The other postretirement benefits costs shown
previously represent the allocated other postretirement benefits costs for all IPL plans.
The allocated other postretirement benefits costs associated with Corporate Services for
IPL were $0.6 million and $0.4 million for the three months ended Sep. 30, 2004 and 2003,
and $1.8 million and $1.2 million for the nine months ended Sep. 30, 2004 and 2003,
respectively.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | IPL estimates that funding for the bargaining unit qualified pension plans and other
postretirement benefits plans for 2004 will be approximately $19 million and $11 million,
of which $19 million and $8 million, respectively, has been contributed through Sep. 30,
2004. In addition, IPL contributed $18 million in September 2004 related to the
non-bargaining pension plan sponsored by Corporate Services.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As a result of the adoption of FSP 106-2 in the second quarter of 2004 and anticipated
eligibility for subsidies from Medicare, the estimated reductions in IPLs 2004 other
postretirement benefits costs and accumulated projected benefit obligation are $2 million
and $12 million, respectively.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|15. | As of Sep. 30, 2004, IPLs minimum commitments for 2005 and beyond for
          purchased-power, coal and natural gas were $5.7 million, $95.1 million and
          $168.4 million, respectively. In addition, for 2005 and beyond, system-wide
          purchased-power contracts of $49.3 million and coal contracts of $154.1 million
          have not yet been directly assigned to IPL and WPL since the specific needs of
          each utility are not yet known.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

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

|                                              | For the Three Months | For the Nine Months
|--------------------------------------------- | -------------------- | -------------------
|                                              | Ended September 30,  | Ended September 30,
|                                              | 2004                 | 2003               
|                                             
|                                              | (in thousands)      
|Operating revenues:                           |                      |                    
|Electric utility                              |                      | $257,827           
|Gas utility                                   |                      | 24,528             
|Other                                         |                      | 3,806              
|                                              |                     
|                                              |                      | 286,161            
|                                              |                     
|                                             
|Operating expenses:                           |                     
|Electric production fuel and purchased power  |                      | 116,649            
|Cost of gas sold                              |                      | 12,437             
|Other operation and maintenance               |                      | 65,977             
|Depreciation and amortization                 |                      | 27,022             
|Taxes other than income taxes                 |                      | 9,058              
|                                              |                     
|                                              |                      | 231,143            
|                                              |                     
|                                             
|Operating income                              |                      | 55,018             
|                                              |                     
|                                             
|Interest expense and other:                   |                     
|Interest expense                              |                      | 8,439              
|Equity income from unconsolidated investments |                      | (6,887             
|Allowance for funds used during construction  |                      | (1,266             
|Interest income and other                     |                      | (408               
|                                              |                     
|                                              |                      | (122               
|                                              |                     
|                                             
|Income before income taxes                    |                      | 55,140             
|                                              |                     
|                                             
|Income taxes                                  |                      | 21,576             
|                                              |                     
|                                             
|Net income                                    |                      | 33,564             
|                                              |                     
|                                             
|Preferred dividend requirements               |                      | 827                
|                                              |                     
|                                             
|Earnings available for common stock           |                      | $32,737            
|                                              |                     
|                                             

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

24

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

|ASSETS                                                              | September 30,  | December 31,
|------------------------------------------------------------------- | -------------- | ------------
|                                                                    | 2004           | 2003        
|                                                                   
|                                                                    | (in thousands)
|Property, plant and equipment:                                      |                |             
|Electric plant in service                                           |                | $2,105,678  
|Gas plant in service                                                |                | 315,207     
|Other plant in service                                              |                | 281,703     
|Accumulated depreciation                                            |                | (1,207,617  
|                                                                    |               
|Net plant                                                           |                | 1,494,971   
|Construction work in progress                                       |                | 73,866      
|Other, less accumulated depreciation of $284 and $301               |                | 17,922      
|                                                                    |               
|                                                                    |                | 1,586,759   
|                                                                    |               
|                                                                   
|Current assets:                                                     |               
|Cash and temporary cash investments                                 |                | 28,636      
|Accounts receivable:                                                |               
|Customer, less allowance for doubtful accounts of $2,174 and $2,662 |                | 112,482     
|Other, less allowance for doubtful accounts of $97 and $422         |                | 20,315      
|Income tax refunds receivable                                       |                | 23,912      
|Production fuel, at average cost                                    |                | 16,863      
|Materials and supplies, at average cost                             |                | 25,319      
|Gas stored underground, at average cost                             |                | 32,422      
|Regulatory assets                                                   |                | 26,393      
|Prepaid gross receipts tax                                          |                | 24,021      
|Other                                                               |                | 16,790      
|                                                                    |               
|                                                                    |                | 327,153     
|                                                                    |               
|                                                                   
|Investments:                                                        |               
|Nuclear decommissioning trust funds                                 |                | 241,973     
|Investment in ATC and other                                         |                | 157,150     
|                                                                    |               
|                                                                    |                | 399,123     
|                                                                    |               
|                                                                   
|Other assets:                                                       |               
|Regulatory assets                                                   |                | 79,726      
|Deferred charges and other                                          |                | 184,088     
|                                                                    |               
|                                                                    |                | 263,814     
|                                                                    |               
|                                                                   
|Total assets                                                        |                | $2,576,849  
|                                                                    |               
|                                                                   

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

25

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

|                                                            | September 30,                        | December 31,
|----------------------------------------------------------- | ------------------------------------ | ------------
|CAPITALIZATION AND LIABILITIES                              | 2004                                 | 2003        
|                                                           
|                                                            | (in thousands, except share amounts)
|Capitalization:                                             |                                      |             
|Common stock - $5 par value - authorized 18,000,000 shares; |                                     
|13,236,601 shares outstanding                               |                                      | $66,183     
|Additional paid-in capital                                  |                                      | 525,698     
|Retained earnings                                           |                                      | 458,139     
|Accumulated other comprehensive loss                        |                                      | (20,235     
|                                                            |                                     
|Total common equity                                         |                                      | 1,029,785   
|                                                            |                                     
|Cumulative preferred stock                                  |                                      | 59,963      
|Long-term debt, net (excluding current portion)             |                                      | 364,214     
|                                                            |                                     
|                                                            |                                      | 1,453,962   
|                                                            |                                     
|                                                           
|Current liabilities:                                        |                                     
|Current maturities                                          |                                      | 88,000      
|Variable rate demand bonds                                  |                                      | 39,100      
|Accounts payable                                            |                                      | 59,147      
|Accounts payable to associated companies                    |                                      | 52,444      
|Accrued taxes                                               |                                      | 18,849      
|Regulatory liabilities                                      |                                      | 21,659      
|Other                                                       |                                      | 31,340      
|                                                            |                                     
|                                                            |                                      | 310,539     
|                                                            |                                     
|                                                           
|Other long-term liabilities and deferred credits:           |                                     
|Accumulated deferred income taxes                           |                                      | 225,925     
|Accumulated deferred investment tax credits                 |                                      | 20,288      
|Regulatory liabilities                                      |                                      | 239,015     
|Asset retirement obligations                                |                                      | 197,266     
|Pension and other benefit obligations                       |                                      | 63,503      
|Other                                                       |                                      | 66,351      
|                                                            |                                     
|                                                            |                                      | 812,348     
|                                                            |                                     
|                                                           
|Total capitalization and liabilities                        |                                      | $2,576,849  
|                                                            |                                     
|                                                           

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

26

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

|                                                               | For the Nine Months Ended September 30,
|-------------------------------------------------------------- | ---------------------------------------
|                                                               | 2004                                   
|                                                              
|                                                               | (in thousands)                         
|Cash flows from operating activities:                          |                                        
|Net income                                                     |                                        
|Adjustments to reconcile net income to net cash                |                                        
|flows from operating activities:                               |                                        
|Depreciation and amortization                                  |                                        
|Amortization of nuclear fuel                                   |                                        
|Amortization of deferred energy efficiency expenditures        |                                        
|Deferred tax expense and investment tax credits                |                                        
|Equity income from unconsolidated investments, net             |                                        
|Distributions from equity method investments                   |                                        
|Other                                                          |                                        
|Other changes in assets and liabilities:                       |                                        
|Accounts receivable                                            |                                        
|Sale of accounts receivable                                    |                                        
|Gas stored underground                                         |                                        
|Accounts payable                                               |                                        
|Accrued taxes                                                  |                                        
|Other                                                          |                                        
|                                                               |                                        
|Net cash flows from operating activities                       |                                        
|                                                               |                                        
|                                                              
|Cash flows from (used for) financing activities:               |                                        
|Common stock dividends                                         |                                        
|Preferred stock dividends                                      |                                        
|Capital contribution from parent                               |                                        
|Proceeds from issuance of long-term debt                       |                                        
|Reductions in long-term debt                                   |                                        
|Net change in commercial paper                                 |                                        
|Other                                                          |                                        
|                                                               |                                        
|Net cash flows from (used for) financing activities            |                                        
|                                                               |                                        
|                                                              
|Cash flows used for investing activities:                      |                                        
|Utility construction and acquisition expenditures              |                                        
|Nuclear decommissioning trust funds                            |                                        
|Other                                                          |                                        
|                                                               |                                        
|Net cash flows used for investing activities                   |                                        
|                                                               |                                        
|                                                              
|Net increase (decrease) in cash and temporary cash investments |                                        
|                                                               |                                        
|                                                              
|Cash and temporary cash investments at beginning of period     |                                        
|                                                               |                                        
|                                                              
|Cash and temporary cash investments at end of period           |                                        
|                                                               |                                        
|                                                              
|Supplemental cash flows information:                           |                                        
|Cash paid during the period for:                               |                                        
|Interest                                                       |                                        
|                                                               |                                        
|Income taxes, net of refunds                                   |                                        
|                                                               |                                        
|                                                              

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

27

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

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

|1. | The interim condensed consolidated financial statements included herein have
          been prepared by WPL, without audit, pursuant to the rules and regulations of
          the SEC. Accordingly, certain information and footnote disclosures normally
          included in financial statements prepared in accordance with GAAP have been
          condensed or omitted, although management believes that the disclosures are
          adequate to make the information presented not misleading. The condensed
          consolidated financial statements include WPL and its consolidated subsidiaries.
          WPL is a direct subsidiary of Alliant Energy. These financial statements should
          be read in conjunction with the financial statements and the notes thereto
          included in WPLs latest Annual Report on Form 10-K.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In the opinion of management, all adjustments, which are normal and recurring in nature,
necessary for a fair presentation of the condensed consolidated results of operations for
the three and nine months ended Sep. 30, 2004 and 2003, the condensed consolidated
financial position at Sep. 30, 2004 and Dec. 31, 2003, and the condensed consolidated
statements of cash flows for the nine months ended Sep. 30, 2004 and 2003 have been made.
Because of the seasonal nature of WPLs operations, results for the three and nine
months ended Sep. 30, 2004 are not necessarily indicative of results that may be expected
for the year ending Dec. 31, 2004. Certain prior period amounts have been reclassified on
a basis consistent with the current period presentation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | WPLs comprehensive income, and the components of other comprehensive loss,
          net of taxes, for the three and nine months ended Sep. 30 were as follows (in
          thousands):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                | Three Months | Nine Months
|--------------------------------------------------------------- | ------------ | -----------
|                                                                |             
|                                                                | 2004         | 2003       
|                                                                |             
|Earnings available for common stock                             |              | $32,737    
|Unrealized holding losses on qualifying derivatives, net of tax |              | --         
|Less:  reclassification adjustment for losses included in       |             
|earnings available for common stock, net of tax                 |              | --         
|                                                                |             
|Net unrealized losses on qualifying derivatives                 |              | --         
|                                                                |             
|Other comprehensive loss                                        |              | --         
|                                                                |             
|Comprehensive income                                            |              | $32,737    
|                                                                |             

|3. | Certain financial information relating to WPLs significant business
          segments is as follows. Gas revenues included $3.6 million and $15.2 million for
          the three months ended Sep. 30, 2004 and 2003, and $18.5 million and $36.8
          million for the nine months ended Sep. 30, 2004 and 2003, respectively, for
          sales to the electric segment. All other intersegment revenues were not material
          to WPLs operations.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                    | Electric       | Gas      | Other | Total   
|----------------------------------- | -------------- | -------- | ----- | --------
|                                    |               
|                                    | (in thousands)
|Three Months Ended Sep. 30, 2004    |                |          |       |         
|Operating revenues                  |                | $257,827 |       | $24,528 
|Operating income (loss)             |                | 58,141   |       | (2,804  
|Earnings available for common stock |                |          |       |         
|                                   
|Three Months Ended Sep. 30, 2003    |               
|Operating revenues                  |                | $271,913 |       | $33,871 
|Operating income (loss)             |                | 79,620   |       | (2,685  
|Earnings available for common stock |                |          |       |         
|                                   
|Nine Months Ended Sep. 30, 2004     |               
|Operating revenues                  |                | $712,176 |       | $173,960
|Operating income (loss)             |                | 131,491  |       | 15,770  
|Earnings available for common stock |                |          |       |         

28

|                                    | Electric       | Gas      | Other | Total   
|----------------------------------- | -------------- | -------- | ----- | --------
|                                    |               
|                                    | (in thousands)
|Nine Months Ended Sep. 30, 2003     |                |          |       |         
|Operating revenues                  |                | $694,001 |       | $200,802
|Operating income                    |                | 117,135  |       | 13,971  
|Earnings available for common stock |                |          |       |         

|10. | The components of WPLs qualified pension benefits and other postretirement
          benefits costs for the three and nine months ended Sep. 30 were as follows (in
          thousands):
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                               | Qualified Pension Benefits | Other Postretirement Benefits
|------------------------------ | -------------------------- | -----------------------------
|                               |                           
|                               | 2004                       | 2003                         
|                               |                           
|Three months ended Sep. 30:    |                            |                              
|Service cost                   |                            | $1,271                       
|Interest cost                  |                            | 2,830                        
|Expected return on plan assets |                            | (4,015                       
|Amortization of:               |                           
|Transition obligation          |                            | --                           
|Prior service cost             |                            | 161                          
|Actuarial loss                 |                            | 721                          
|                               |                           
|                               |                            | $968                         
|                               |                           
|Nine months ended Sep. 30:     |                           
|Service cost                   |                            | $3,758                       
|Interest cost                  |                            | 8,397                        
|Expected return on plan assets |                            | (11,890                      
|Amortization of:               |                           
|Transition obligation          |                            | --                           
|Prior service cost             |                            | 425                          
|Actuarial loss                 |                            | 2,272                        
|                               |                           
|                               |                            | $2,962                       
|                               |                           

| | The pension benefits costs shown in the previous table represent only the pension benefits
costs for bargaining unit employees of WPL covered under the bargaining unit pension plan
that is sponsored by WPL. The pension benefits costs for WPLs non-bargaining
employees who are participants in other Alliant Energy plans were $0.1 million and $0.5
million for the three months ended Sep. 30, 2004 and 2003, and $0.4 million and $1.4
million for the nine months ended Sep. 30, 2004 and 2003, respectively. In addition,
Corporate Services provides services to WPL. The allocated pension benefits costs
associated with these services were $0.5 million and $0.6 million for the three months
ended Sep. 30, 2004 and 2003, respectively, and $1.6 million for both the nine months
ended Sep. 30, 2004 and 2003. The other postretirement benefits costs shown previously
represent the allocated other postretirement benefits costs for all WPL plans. The
allocated other postretirement benefits costs associated with Corporate Services for WPL
were $0.4 million and $0.2 million for the three months ended Sep. 30, 2004 and 2003, and
$1.2 million and $0.7 million for the nine months ended Sep. 30, 2004 and 2003,
respectively.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | WPL estimates that funding for the bargaining unit qualified pension plan and other
postretirement benefits plans for 2004 will be approximately $5 million and $4 million,
respectively, all of which has been contributed through Sep. 30, 2004.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As a result of the adoption of FSP 106-2 in the second quarter of 2004 and anticipated
eligibility for subsidies from Medicare, the estimated reductions in WPLs 2004 other
postretirement benefits costs and accumulated projected benefit obligation are $1 million
and $7 million, respectively.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|15. | As of Sep. 30, 2004, WPLs minimum commitments for 2005 and beyond for
          purchased-power (excluding operating leases), coal and natural gas were $4.2
          million, $66.7 million and $197.1 million, respectively. In addition, for 2005
          and beyond, system-wide purchased-power contracts of $49.3 million and coal
          contracts of $154.1 million have not yet been directly assigned to IPL and WPL
          since the specific needs of each utility are not yet known.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

29

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|------- | ---------------------------------------------------------------
|        | RESULTS OF OPERATIONS                                          

Alliant Energy operates as a
registered public utility holding company subject to the limitations imposed by PUHCA. The
primary first tier subsidiaries of Alliant Energy include IPL, WPL, Resources and
Corporate Services. IPL 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 selective markets in Iowa, Minnesota and
Illinois. WPL is a public utility engaged principally in the generation,
distribution and sale of electric energy; and the purchase, distribution, transportation
and sale of natural gas in selective markets in Wisconsin and Illinois. Resources manages
a portfolio of wholly-owned subsidiaries and additional investments through distinct
platforms: Non-regulated Generation (domestic generation projects), International (foreign
energy generation and delivery systems), Integrated Services (energy and environmental
services) and Other Investments. Corporate Services provides administrative services to
Alliant Energy and its subsidiaries as required under PUHCA. This MD&A includes
information relating to Alliant Energy, IPL and WPL (as well as Resources and Corporate
Services). Where appropriate, information relating to a specific entity has been
segregated and labeled as such. The following discussion and analysis should be read in
conjunction with the Condensed Consolidated Financial Statements and Notes to Condensed
Consolidated Financial Statements included in this report as well as the financial
statements, notes and MD&A included in Alliant Energys, IPLs and
WPLs latest combined Annual Report on Form 10-K.

# FORWARD-LOOKING
STATEMENTS

Statements contained in this report that are not of historical fact are forward-looking statements intended to qualify for the safe
harbors from liability established by the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such
statements.  Some, but not all, of the risks and uncertainties include: weather effects on sales and revenues; economic and political
conditions in Alliant Energys domestic and international service territories; federal, state and international regulatory or
governmental actions, including the impact of potential energy-related legislation in Congress as well as the recently enacted
federal tax legislation, including any potential tax charges incurred related to foreign repatriation of earnings, the ability to
obtain adequate and timely rate relief to allow for, among other things, the recovery of operating costs, the earning of reasonable
rates of return in current and future rate proceedings and the payment of expected levels of dividends; unanticipated construction
and acquisition expenditures; unanticipated issues in connection with Alliant Energys construction of new generating facilities;
issues related to the supply of purchased electricity and price thereof, including the ability to recover purchased-power and fuel
costs in a timely manner through domestic and international rates; issues related to electric transmission, including recovery of
costs incurred, and federal legislation and regulation affecting such transmission; risks related to the operations of Alliant
Energys nuclear facilities and unanticipated issues relating to the pending sale of Alliant Energys interest in Kewaunee; costs
associated with Alliant Energys environmental remediation efforts and with environmental compliance generally; developments that
adversely impact Alliant Energys ability to implement its strategic plan; the amount of premiums incurred in connection with Alliant
Energys planned debt reductions; the results from Alliant Energys Brazil investments; improved results from Alliant Energys
non-regulated businesses as a whole; stable foreign exchange rates; no material permanent declines in the fair value of, or expected
cash flows from, Alliant Energys investments; Alliant Energys ability to continue cost controls and operational efficiencies;
Alliant Energys ability to identify and successfully complete proposed acquisitions and development projects; Alliant Energys
ability to complete the divestiture of the remaining businesses within its Integrated Services business unit in a timely fashion;
Alliant Energys ability to achieve its EPS growth goal; access to technological developments; employee workforce factors, including
changes in key executives, collective bargaining agreements or work stoppages; continued access to the capital markets; the ability
to successfully complete ongoing tax audits and appeals with no material impact on Alliant Energys earnings or cash flows; inflation
rates; and factors listed in Other Matters - Other Future Considerations.  Alliant Energy assumes no obligation, and disclaims any
duty, to update the forward-looking statements in this report.

# STRATEGIC OVERVIEW

Alliant Energys domestic
utility business is its core business and the sole growth platform within its strategic
plan. The strategic plan is concentrated on building and maintaining the generation and
infrastructure necessary to provide Alliant Energys domestic utility customers with
safe, reliable and environmentally sound energy service. Alliant Energys strategic
plan also includes focusing on the profitability and cash flows of its remaining
non-regulated businesses which will serve as ongoing business platforms. The following is
an update related to Alliant Energys domestic utility generation plan:

|o |  | IPLs 565 MW, combined-cycle, natural gas-fired generating facility (Emery) near
Mason City, Iowa was completed on time and on budget and placed in service in May 2004.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

30

|o |  | Calpine Corporations 600 MW, combined-cycle, natural gas-fired generating facility
(Riverside) in Beloit, Wisconsin was placed in service in June 2004. WPL has contracted
for 453 MW of this plants output.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Alliant Energy continues to make steady progress related to acquiring regulatory approvals for the 300 MW, simple-cycle, natural
gas-fired generating facility under construction near Sheboygan Falls, Wisconsin.  Resources Non-regulated Generation business began
construction of the generating facility in the third quarter of 2004 and is expected to complete the facility in time to meet
increased summer demand in 2005.  Alliant Energy is proposing that Resources Non-regulated Generation business would own the
facility and enter into a long-term agreement with WPL whereby WPL would operate and maintain the facility and have exclusive rights
to the generation output.  The facility is expected to cost approximately $155 million, of which $90 million had already been
expended as of Sep. 30, 2004.  The project and proposed structure is subject to final PSCW approval.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | In May 2004, Alliant Energy announced WPL would pursue plans to build a jointly-owned 500
MW base-load electric plant with WPSC (respective ownership levels have not yet been
determined). The planning process will include feasibility and siting studies. Based on
the current energy requirement studies of both companies, WPL expects significant
increases in electric supply are likely to be needed to offset rising energy demand by
2010. Alliant Energy expects to announce decisions on both location and fuel source for
the plant by the end of the first quarter of 2005.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | In October 2004, the federal renewable energy production tax credit was extended for
generating facilities placed in service prior to Jan. 1, 2006. As a result, Alliant Energy
will move forward with its plans to add up to 230 MW of wind generation to its diversified
generation portfolio. WPL is reviewing the bids it received earlier in 2004 for adding 100
MW of wind generation in one or more locations in Wisconsin in 2005.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Alliant Energy also continues to
evaluate the performance of all its businesses, both utility and non-regulated, and is
focused on taking actions to increase the returns earned on invested capital in all of its
businesses. Alliant Energy is committed to streamlining its portfolio of businesses to
only those that can provide meaningful earnings and cash flows for shareowners and those
it is prepared to invest the capital needed to reach the scale necessary to generate such
earnings and cash flows. Consistent with this strategic focus, Alliant Energy is pursuing
the divestiture of several utility and non-regulated businesses.

In August 2004, Alliant Energy announced its intention to sell its two Illinois utility properties (net book value of approximately
$50 million to $60 million).  The administrative costs of serving relatively few customers in a jurisdiction that requires the same
regulatory and administrative support as a state with a larger number of customers make it difficult for Alliant Energy to offer its
services cost-effectively.  Alliant Energy currently intends to enter into a sales agreement for the Illinois properties by the end
of the first quarter of 2005 and any such sales agreement would be subject to regulatory approvals.  In September 2004, a tentative
verbal agreement between WPL and the city of Ripon was reached on the purchase price of WPLs Ripon water utility and WPL also
continues to make progress on the sale of its South Beloit water utility.  Additionally, the sale of Kewaunee to Dominion continues
to move through the regulatory process.  None of these utility assets qualified as assets held for sale as of Sep. 30, 2004.

In July 2004, Alliant Energy
announced its intention to divest its energy services (Cogenex Corporation and
affiliates), gas marketing (NGE) and energy management services businesses within its
Integrated Services non-regulated business platform. In September 2004, Alliant Energy
successfully completed the sale of substantially all of the assets of NGE. Alliant Energy
is currently in the process of executing its divestiture plan for the other two
businesses. At Sep. 30, 2004, NGE and the energy services business qualified as assets
held for sale and discontinued operations. Refer to Note 7 of Alliant Energys
Notes to Condensed Consolidated Financial Statements for additional
information regarding these two businesses. Alliant Energy currently intends to complete
the divestiture of its energy management services business within the next twelve months
and expects this business will qualify for reporting as assets held for sale and
discontinued operations in the fourth quarter of 2004. The net losses from the energy
management services business included in Alliant Energys consolidated income from
continuing operations were $0.4 million for both the three months ended Sep. 30, 2004 and
2003, and $4.6 million and $1.1 million for the nine months ended Sep. 30, 2004 and 2003,
respectively. The proceeds from the divestiture of these Integrated Services businesses
would be available for debt reduction at Resources.

31

# RATES AND REGULATORY
MATTERS

A summary of the regulatory
environment is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL for
the year ended Dec. 31, 2003. Set forth below are recent developments relating to the
regulatory environment.

Details of Alliant Energys rate
cases impacting its historical and future results of operations are as follows (dollars in
millions):

|                 | Expected | Return  |          
|---------------- | -------- | ------- | ---------
|                 | Interim  | Interim | Final    
|                 | Utility  | Filing  | Increase 
|Case             | Type     | Date    | Requested
|                
|WPL:             |          |         |          
|2003 retail      | E/G/W    | 5/02    | $123     
|2004 retail      | E/G/W    | 3/03    | 87       
|2005/2006 retail | E/G/W    | 9/04    | 63       
|Wholesale        | E        | 2/02    | 6        
|Wholesale        | E        | 3/03    | 5        
|Wholesale        | E        | 8/04    | 12       
|South Beloit     |          |         |          
|retail - IL      | G/W      | 10/03   | 1        
|2004 retail     
|(fuel-related)   | E        | 2/04    | 16       
|IPL:            
|IA retail        | E        | 3/02    | 82       
|IA retail        | G        | 7/02    | 20       
|IA retail        | E        | 3/04    | 149      
|MN retail        | E        | 5/03    | 5        

|(1) |  | Interim rate relief is implemented, subject to refund, pending determination of
               final rates. The final rate relief granted replaces the amount of interim rate
               relief granted.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The 2005/2006 retail rate case is based on a test period from July 2005 to June
               2006.
|--- |  | ----------------------------------------------------------------------------------------------------

|(3) |  | Since the final increase was lower than the interim relief granted, a refund to
               customers was made in 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------

|(4) |  | Since the final increase was lower than the interim relief granted, a refund to
               customers will be made in the fourth quarter of 2004. Such refunds were
               appropriately reserved for at Sep. 30, 2004.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | IPL requested interim rate relief of approximately $106 million. In July 2004, a
               non-unanimous settlement agreement was filed with the IUB proposing resolution
               of all revenue requirement issues in the case. A majority of the parties to the
               case signed the settlement agreement including IPL, the Iowa Office of Consumer
               Advocate, and certain other customers and/or customer groups. The parties agreed
               to an increase in IPLs annual Iowa electric rates of $107 million ($9
               million more than the revenues granted in the IUBs interim order) and a
               return on equity for capital unrelated to Emery of 10.7%. Capital related to
               Emery will continue to earn a return on equity of 12.23% consistent with the
               ratemaking principles granted by the IUB in 2002. The elements of the settlement
               agreement are subject to approval by the IUB. A decision by the IUB on the
               settlement is expected in the first quarter of 2005. The filing of the
               settlement agreement does not impact interim rates.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

With the exception of recovering a
return on IPLs Emery plant, which is a large component of IPLs retail Iowa
electric rate case filed in March 2004, and on other additions to IPLs and WPLs
infrastructure, a significant portion of the rate increases included in the previous table
reflect the recovery of increased costs incurred by IPL and WPL or costs they expect to
incur. In addition to the 2005/2006 retail base rate case, WPL currently plans to file an
estimated $35 million fuel-related rate case in early 2005, with anticipated approval from
the PSCW to implement interim rates for the fuel-related increase to be effective
approximately three weeks after the filing is made. The major drivers in the base rate and
fuel-related rate cases for 2005 are both fixed and variable fuel and purchased-power
costs. Thus, the potential increase in revenues related to these rate increase requests
are not expected to result in a corresponding increase in net income.

In March 2004, a new ratemaking law
was passed in Iowa. The new law allows utilities to place in effect interim rates, subject
to refund, without review by the IUB within ten days of filing a general rate increase
request. The law also allows the IUB to consider known and measurable changes in costs and
revenues occurring within nine months from the end of the historical test year in setting
final rates in a rate case. Both of these changes are designed to mitigate regulatory lag
in Iowa ratemaking, which uses a historical versus projected test year in setting rates.
IPL does not expect this new law to have any impact on its pending retail electric rate
case in Iowa as it is only expected to impact future Iowa rate cases.

32

# ALLIANT ENERGY RESULTS
OF OPERATIONS

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

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

|                                                           | 2004       | 2003
|---------------------------------------------------------- | ---------- | ----
|                                                           |           
|Continuing operations:                                     | Net Income | EPS*
|                                                           |           
|Domestic utility                                           |            | $91 
|Non-regulated (Resources)                                  |            | (12 
|Alliant Energy parent and other (primarily taxes, interest |           
|and administrative and general)                            |            | 9   
|Effect of additional shares outstanding                    |            |     
|                                                           |           
|Income from continuing operations                          |            | 87  
|Income (loss) from discontinued operations                 |            | (5  
|                                                           |           
|Net income                                                 |            | $81 
|                                                           |           

|* |  | The 2004 and 2003 EPS amounts from continuing operations have been computed based on the
average diluted shares outstanding in 2003. For purposes of this table, Alliant Energy
reports the impact of increased shares outstanding as a separate earnings variance item if
it is material.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Alliant Energy experienced extremely
mild weather conditions in its domestic utility service territories in the third quarter
of 2004 and estimates this had a negative impact of $0.12-0.14 per share on earnings in
the third quarter of 2004. In spite of this, Alliant Energys earnings from its
domestic utility business were higher in the third quarter of 2004 compared to the same
period in 2003 due to the impact of rate increases, Alliant Energys comprehensive
cost-control and operational efficiency efforts, weather-normalized sales growth and a
lower effective income tax rate. The decline in Alliant Energys non-regulated
results from continuing operations was primarily due to lower results from its
International and Integrated Services business units.

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

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $211,486 
|Commercial                   |                    | 132,890  
|Industrial                   |                    | 179,338  
|                             |                    |          
|Total from retail customers  |                    | 523,714  
|Sales for resale             |                    | 43,209   
|Other                        |                    | 16,304   
|                             |                    |          
|Total revenues/sales         |                    | 583,227  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 195,143  
|                             |                    |          
|Margin                       |                    | $388,084 
|                             |                    |          

33

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

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $544,252 
|Commercial                   |                    | 331,859  
|Industrial                   |                    | 464,933  
|                             |                    |          
|Total from retail customers  |                    | 1,341,044
|Sales for resale             |                    | 137,991  
|Other                        |                    | 40,732   
|                             |                    |          
|Total revenues/sales         |                    | 1,519,767
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 565,476  
|                             |                    |          
|Margin                       |                    | $954,291 
|                             |                    |          

Electric margins increased $3.6 million, or 1%, and $49.0 million, or 5%, for the three- and nine-month periods, respectively,
primarily due to the impact of various rate increases implemented in 2003 and 2004, weather-normalized sales growth including
increased industrial sales which reflect improving economic conditions in Alliant Energys domestic utility service territories,
lower purchased-power capacity costs at IPL and lower fuel and purchased-power energy costs at WPL.  These items were partially
offset by the impact of extremely mild weather conditions in the third quarter of 2004 and reduced energy conservation revenues.
Cooling degree days in Cedar Rapids and Madison were 69% and 44% below normal in the third quarter of 2004, respectively.  Alliant
Energy estimates that the extremely mild weather conditions during the third quarter of 2004 reduced electric margins by
approximately $23 million to $27 million, or $0.12 to 0.14 per share.  By comparison, the impact of weather on the third quarter of
2003 results was not significant.  Weather also had a modest downward impact on electric margins for the first six months of the year
in 2004 and 2003.  The reduced energy conservation revenues were largely offset by lower energy conservation expenses.

The three-month increase was also partially offset by higher purchased-power capacity costs at WPL related to the Riverside tolling
agreement and the timing of rate collection of these costs.  Monthly capacity costs related to the Riverside agreement began in June
2004 when the plant was placed in service and are higher during the peak demand period from May 1 through Sep. 30 and lower in all
other periods during each calendar year.  Recovery of these costs through rates began in January 2004 with WPLs 2004 retail rate
increase and is collected on a more levelized basis throughout the year.  Total annual electric margins for 2004 are not expected to
be impacted significantly.  However, electric margins for the three months ended Sep. 30, 2004 were approximately $14 million lower
than the same period in 2003 due to the higher summer capacity costs and the timing of rate collection of these costs.

The nine-month increase was also
partially offset by the impact of seasonal rates at WPL. In April 2003, WPL implemented
seasonal electric rates that are designed to result in higher rates for the peak demand
period from June 1 through Sep. 30 and lower rates in all other periods during each
calendar year. As a result, total annual revenues are not expected to be impacted
significantly. However, the margins for the nine months ended Sep. 30, 2004 were
approximately $7 million lower than the same period in 2003, all other things being equal,
given the seasonal rates were not yet effective in the first quarter of 2003.

Domestic Utility Gas
Margins Gas margins and Dth sales for Alliant Energy for the three months
ended Sep. 30 were as follows (in thousands):

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $25,893  
|Commercial           |                    | 15,639   
|Industrial           |                    | 4,474    
|Transportation/other |                    | 8,184    
|                     |                    |          
|Total revenues/sales |                    | 54,190   
|                     |                    |          
|Cost of gas sold     |                    | 28,989   
|                     |                    |          
|Margin               |                    | $25,201  
|                     |                    |          

34

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

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $213,266 
|Commercial           |                    | 114,528  
|Industrial           |                    | 21,457   
|Transportation/other |                    | 32,756   
|                     |                    |          
|Total revenues/sales |                    | 382,007  
|                     |                    |          
|Cost of gas sold     |                    | 262,068  
|                     |                    |          
|Margin               |                    | $119,939 
|                     |                    |          

Gas margins increased $2.8 million, or 13%, and $1.4 million, or 1%, for the three- and nine-month periods, respectively, primarily
due to rate refund reserves recorded by IPL in 2003 for the Iowa retail rate case.  The nine-month increase was also due to improved
results of $4 million from WPLs performance-based commodity cost recovery program (benefits are shared by ratepayers and
shareowners), partially offset by lower sales due to milder weather conditions in 2004 compared to 2003.  Transportation/other sales
decreased for the three- and nine-month periods due to reduced demand from natural gas-fired electric generating facilities during
the third quarter of 2004, primarily due to lower electricity demand as a result of the extremely mild weather conditions.  The
impact of these sales decreases on gas margins was not significant.

Refer to Rates and Regulatory
Matters for discussion of various electric and gas rate filings.

Domestic Utility Other
Revenues Other revenues for the domestic utilities decreased $5.5 million and $14.6 million for the three- and nine-month periods,
respectively, due to lower construction management revenues from WindConnect, resulting from uncertainty during the nine months
ended Sep. 30, 2004 regarding the extension of the federal renewable energy production tax credit, and lower water revenues due to
the 2003 sale of WPLs water utility serving the Beloit area.  These decreases were largely offset by lower operating expenses.  The
federal renewable energy production tax credit was extended in the fourth quarter of 2004 for generating facilities placed in service
prior to Jan. 1, 2006.

Non-regulated Revenues
Details regarding Alliant Energys non-regulated revenues for the three
and nine months ended Sep. 30 were as follows (in thousands):

|                              | Three Months | Nine Months
|----------------------------- | ------------ | -----------
|                              |             
|                              | 2004         | 2003       
|                              |             
|International                 |              | $32,458    
|Integrated Services           |              | 27,168     
|Non-regulated Generation      |              | 3,764      
|Other (includes eliminations) |              | 6,651      
|                              |             
|                              |              | $70,041    
|                              |             

The increased International revenues
for the three- and nine-month periods were primarily due to increased production at
Alliant Energys generating facilities in China resulting from increased electricity
and steam demand. Also contributing to the nine-month International increase was the
acquisition of an additional combined heat and power facility in China in the second
quarter of 2003. The decreased Integrated Services revenues for the three- and nine-month
periods were primarily due to lower revenues at Alliant Energys environmental and
engineering services business.

Other Operating Expenses
Other operation and maintenance expense for the domestic utilities decreased $12.2 million and $20.9 million for the three- and
nine-month periods, respectively, primarily due to the lower expenses for WindConnect, lower energy conservation expenses and lower
transmission and distribution costs, partially offset by increases in employee and retiree benefits (comprised of compensation,
medical and pension costs).  The nine-month decrease was also impacted by a planned refueling outage at Kewaunee in the second
quarter of 2003 (there was no such outage in 2004).  Also contributing to the three- and nine-month decreases was the impact of
comprehensive cost-control and operational efficiency efforts.

35

Non-regulated operation and
maintenance expenses for the three and nine months ended Sep. 30 were as follows (in
thousands):

|                              | Three Months | Nine Months
|----------------------------- | ------------ | -----------
|                              |             
|                              | 2004         | 2003       
|                              |             
|International                 |              | $28,188    
|Integrated Services           |              | 27,355     
|Non-regulated Generation      |              | 1,193      
|Other (includes eliminations) |              | 6,179      
|                              |             
|                              |              | $62,915    
|                              |             

The International increase for the
three- and nine-month periods was largely due to higher coal and related transportation
costs for its generating facilities in China and the increased generation discussed
previously. Refer to Other Matters  Other Future Considerations 
China for additional discussion of the coal and related transportation costs. The
Integrated Services variances were due to the same factors impacting the revenues
variances discussed previously, partially offset by bad debt and litigation-related
expenses recorded in the third quarter of 2004. The Integrated Services decrease for the
nine-month period was also partially offset by a pre-tax, non-cash goodwill impairment
charge of $2 million in the second quarter of 2004 related to its energy management
services business. Refer to Strategic Overview for discussion of the proposed
divestiture of this business. The Non-regulated Generation decrease for the three- and
nine-month periods was largely due to a charge recorded in the third quarter of 2003
related to a cancelled contract.

Depreciation and amortization expense
increased $5.2 million and $17.5 million for the three- and nine-month periods,
respectively, primarily due to utility property additions, including Emery, and the
implementation of higher depreciation rates at IPL on Jan. 1, 2004 resulting from an
updated depreciation study, partially offset by lower software amortizations at WPL. Taxes
other than income taxes increased $2.9 million and $8.0 million for the three- and
nine-month periods, respectively, primarily due to increased gross receipts and property
taxes.

Interest Expense and Other
Interest expense decreased$3.9 million and $26.1 million for the three-
and nine-month periods, respectively, primarily due to lower average borrowings as a
result of debt retirements within Alliant Energys non-regulated businesses in 2003
and 2004. The impact of additional equity issued by Alliant Energy during the last 12 months and various
debt refinancings also contributed to the decreases for both the three- and nine-month
periods. The nine-month decrease was also due to credit facility fees incurred at
Resources during the first half of 2003.

Loss on early extinguishment of debt
includes debt repayment premiums and charges for the unamortized debt expenses related to
long-term debt retirements of $20 million and $15 million of senior notes at Resources in
the first and third quarters of 2004, respectively.

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

|                                                   | Three Months | Nine Months
|-------------------------------------------------- | ------------ | -----------
|                                                   |             
|                                                   | 2004         | 2003       
|                                                   |             
|Brazil                                             |              | ($1,181    
|American Transmission Company LLC                  |              | (4,737     
|New Zealand                                        |              | (2,241     
|Wisconsin River Power Company                      |              | (2,150     
|Alliant Energy Synfuel LLC (excludes tax benefits) |              | 4,846      
|Other                                              |              | 838        
|                                                   |             
|                                                   |              | ($4,625    
|                                                   |             

The higher equity income from Alliant
Energys Brazil investments for the three- and nine-month periods was primarily due
to rate increases implemented at the Brazilian operating companies in 2003 and 2004,
partially offset by higher operating (including bad debt), litigation-related and interest
expenses at the Brazilian operating companies. The nine-month Brazil increase was also due
to a gain of $5.1 million (representing Alliant Energys allocated portion of the
total gain) realized in the first quarter of 2004 from the sale of two hydroelectric
plants.

36

Allowance for funds used during
construction (AFUDC) decreased $2.7 million and increased $1.7 million for the three- and
nine-month periods, respectively, primarily due to the timing of the construction of
Emery.

Interest income and other decreased
$3.3 million and $10.2 million for the three- and nine-month periods, respectively,
largely due to lower interest income, partially due to the elimination of loans to
discontinued operations due to asset sales during 2003. The nine-month decrease was also
due to lower non-cash valuation adjustments related to Alliant Energys McLeod
trading securities. Refer to Note 13 of Alliant Energys Notes to Condensed
Consolidated Financial Statements for further details.

Income Taxes The
effective income tax rates were 27.2% and 27.6% for the three- and nine-month periods
ended Sep. 30, 2004, respectively, compared with 31.9% and 31.0% for the same periods last
year. The decreases for the three- and nine-month periods were primarily due to lower
state tax expense at IPL resulting from a retroactive Iowa state law change enacted in the third
quarter of 2004 and a decrease in property-related temporary differences for which
deferred taxes were not provided pursuant to rate making principles.

Income (Loss) from Discontinued
Operations  Refer to Note 7 of Alliant Energys Notes to
Condensed Consolidated Financial Statements for discussion of Alliant Energys
discontinued operations.

Cumulative Effect of Changes in
Accounting Principles  In the first quarter of 2003, Alliant Energy recorded
after-tax charges of $4 million and $2 million for the cumulative effect of changes in
accounting principles related to the adoption on Jan. 1, 2003 of SFAS 143 and Emerging
Issues Task Force Issue 02-3, Issues Related to Accounting for Contracts Involved in
Energy Trading and Risk Management Activities within WPC and NGE, respectively.

# IPL RESULTS OF
OPERATIONS

Overview  Third Quarter
Results  Earnings available for common stock increased $20.7 million,
primarily due to higher electric margins and a lower effective tax rate.

Electric Margins 
Electric margins and MWh sales for IPL for the three months ended Sep. 30 were as follows
(in thousands):

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $120,555 
|Commercial                   |                    | 80,562   
|Industrial                   |                    | 105,622  
|                             |                    |          
|Total from retail customers  |                    | 306,739  
|Sales for resale             |                    | 8,486    
|Other                        |                    | 10,175   
|                             |                    |          
|Total revenues/sales         |                    | 325,400  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 78,494   
|                             |                    |          
|Margin                       |                    | $246,906 
|                             |                    |          

37

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

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $293,697 
|Commercial                   |                    | 194,233  
|Industrial                   |                    | 265,911  
|                             |                    |          
|Total from retail customers  |                    | 753,841  
|Sales for resale             |                    | 29,216   
|Other                        |                    | 24,534   
|                             |                    |          
|Total revenues/sales         |                    | 807,591  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 239,079  
|                             |                    |          
|Margin                       |                    | $568,512 
|                             |                    |          

Electric margins increased $22.1 million, or 10%, and $36.7 million, or 7%, for the three- and nine-month periods, respectively,
primarily due to the impact of various rate increases implemented in 2003 and 2004, lower purchased-power capacity costs, and
weather-normalized sales growth including increased industrial sales which reflect improving economic conditions in IPLs service
territory.  These items were partially offset by the impact of extremely mild weather conditions in the third quarter of 2004, and
reduced energy conservation revenues of $3 million and $4 million for the three- and nine-month periods, respectively.  Cooling
degree days in Cedar Rapids were 69% below normal in the third quarter of 2004.  Alliant Energy estimates that the extremely mild
weather conditions during the third quarter of 2004 reduced electric margins by approximately $14 million to $17 million.  By
comparison, the impact of weather on the third quarter of 2003 results was not significant.  Weather also had a modest downward
impact on electric margins for the first six months of the year in 2004 and 2003.  The reduced energy conservation revenues were
largely offset by lower energy conservation expenses.

Gas Margins  Gas
margins and Dth sales for IPL for the three months ended Sep. 30 were as follows (in
thousands):

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $14,982  
|Commercial           |                    | 8,284    
|Industrial           |                    | 3,901    
|Transportation/other |                    | 2,495    
|                     |                    |          
|Total revenues/sales |                    | 29,662   
|                     |                    |          
|Cost of gas sold     |                    | 16,552   
|                     |                    |          
|Margin               |                    | $13,110  
|                     |                    |          

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

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $120,779 
|Commercial           |                    | 63,724   
|Industrial           |                    | 15,971   
|Transportation/other |                    | 7,573    
|                     |                    |          
|Total revenues/sales |                    | 208,047  
|                     |                    |          
|Cost of gas sold     |                    | 149,786  
|                     |                    |          
|Margin               |                    | $58,261  
|                     |                    |          

Gas margin increased $2.5 million, or 23%,
and decreased $0.7 million, or 1%, for the three- and nine-month periods, respectively.
The three-month increase was primarily due to a rate refund reserve recorded in 2003 for
the Iowa retail rate case. The nine-month decrease was primarily due to lower sales, which
were partially due to milder weather conditions in 2004 compared to 2003, partially offset
by the rate refund reserve recorded in 2003.

38

Refer to Rates and Regulatory
Matters for discussion of IPLs electric and gas rate filings.

Steam and Other Revenues
 Steam and other revenues increased $3.8 million for the three-month period,
primarily due to higher construction management revenues from WindConnect. The
increase was largely offset by higher other operation and maintenance expenses related to
IPLs WindConnect program.

Other Operating Expenses
 Other operation and maintenance expenses decreased $6.4 million and $1.5
million for the three- and nine-month periods, respectively, primarily due to lower
transmission and distribution costs and energy conservation expenses. The three-month
decrease was partially offset by higher expenses for WindConnect. The nine-month
decrease was partially offset by increases in employee and retiree benefits (comprised of
compensation, medical and pension costs). Also contributing to the three- and nine-month
decreases was the impact of comprehensive cost-control and operational efficiency efforts.
Depreciation and amortization expense increased $6.3 million and $19.6 million for the
three- and nine-month periods, respectively, primarily due to property additions,
including Emery, and the implementation of higher depreciation rates on Jan. 1, 2004
resulting from an updated depreciation study. Taxes other than income taxes increased $1.9
million and $3.5 million for the three- and nine-month periods, respectively, due to
increased property taxes.

Interest Expense and Other
 Interest expense increased $2.1 million and $2.0 million for the three- and
nine-month periods, respectively, due to higher average borrowings outstanding primarily
due to financing a portion of the construction costs of Emery. AFUDC decreased $3.0 million and
increased $1.7 million for the three- and nine-month periods, respectively, due to the
timing of the construction of Emery.

Income Taxes  The
effective income tax rates were 35.5% and 37.8% for the three- and nine-month periods
ended Sep. 30, 2004, respectively, compared with 45.4% and 43.0% for the same periods last
year. The decreases for the three- and nine-month periods were primarily due to lower
state tax expense resulting from a retroactive Iowa state law change enacted in the third quarter
of 2004 and a decrease in property-related temporary differences for which deferred tax
expense is not recorded pursuant to rate making principles. The nine-month decrease was
partially offset by a decrease in the Alliant Energy tax benefit allocated to IPL pursuant
to the provisions of PUHCA.

# WPL RESULTS OF
OPERATIONS

Overview  Third Quarter
Results  Earnings available for common stock decreased $13.8 million,
primarily due to lower electric margins.

Electric Margins 
Electric margins and MWh sales for WPL for the three months ended Sep. 30 were as follows
(in thousands):

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $90,931  
|Commercial                   |                    | 52,328   
|Industrial                   |                    | 73,716   
|                             |                    |          
|Total from retail customers  |                    | 216,975  
|Sales for resale             |                    | 34,723   
|Other                        |                    | 6,129    
|                             |                    |          
|Total revenues/sales         |                    | 257,827  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 116,649  
|                             |                    |          
|Margin                       |                    | $141,178 
|                             |                    |          

39

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

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $250,555 
|Commercial                   |                    | 137,626  
|Industrial                   |                    | 199,022  
|                             |                    |          
|Total from retail customers  |                    | 587,203  
|Sales for resale             |                    | 108,775  
|Other                        |                    | 16,198   
|                             |                    |          
|Total revenues/sales         |                    | 712,176  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 326,397  
|                             |                    |          
|Margin                       |                    | $385,779 
|                             |                    |          

Electric margins decreased $18.5 million, or 12%, and increased $12.2 million, or 3%, for the three- and nine-month periods,
respectively.  The three-month decrease was primarily due to higher purchased-power capacity costs and the timing of rate collection
of these costs, the impact of extremely mild weather conditions in the third quarter of 2004 and lower energy conservation revenues.
These items were partially offset by the impact of rate increases, lower fuel and purchased-power energy costs and weather-normalized
sales growth including increased industrial sales which reflect improving economic conditions in WPLs service territory.  Cooling
degree days in Madison were 44% below normal in the third quarter of 2004.  Alliant Energy estimates that the extremely mild weather
conditions during the third quarter of 2004 reduced electric margins by approximately $9 million to $10 million.  By comparison, the
impact of weather on the third quarter of 2003 results was not significant.  The nine-month increase was primarily due to the
implementation of rate increases in 2003 and 2004, the weather-normalized sales growth and lower fuel and purchased-power energy
costs, partially offset by milder weather conditions in the third quarter of 2004, lower energy conservation revenues and the impact
of implementing seasonal rates in 2003.  Weather also had a modest downward impact on electric margins for the first six months of
the year in 2004 and 2003. The reduced energy conservation revenues were largely offset by lower energy conservation expenses.  Refer
to Alliant Energy Results of Operations for further discussion of the higher purchased-power capacity costs for the third quarter
of 2004 and seasonal electric rates.

Gas Margins  Gas
margins and Dth sales for WPL for the three months ended Sep. 30 were as follows (in
thousands):

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $10,911  
|Commercial           |                    | 7,355    
|Industrial           |                    | 573      
|Transportation/other |                    | 5,689    
|                     |                    |          
|Total revenues/sales |                    | 24,528   
|                     |                    |          
|Cost of gas sold     |                    | 12,437   
|                     |                    |          
|Margin               |                    | $12,091  
|                     |                    |          

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

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $92,487  
|Commercial           |                    | 50,804   
|Industrial           |                    | 5,486    
|Transportation/other |                    | 25,183   
|                     |                    |          
|Total revenues/sales |                    | 173,960  
|                     |                    |          
|Cost of gas sold     |                    | 112,282  
|                     |                    |          
|Margin               |                    | $61,678  
|                     |                    |          

40

Gas margin increased $2.1 million, or 3%, for the nine-month period, primarily due to improved results of $4 million from WPLs
performance-based commodity cost recovery program (benefits are shared by ratepayers and shareowners), partially offset by lower
sales due to milder weather conditions in 2004 compared to 2003.  Transportation/other sales decreased for the three- and nine-month
periods due to reduced demand from natural gas-fired electric generating facilities during the third quarter of 2004, primarily due
to lower electricity demand as a result of the extremely mild weather conditions.  The impact of these sales decreases on gas margins
was not significant.

Refer to Rates and Regulatory
Matters for discussion of WPLs electric and gas rate filings.

Other Revenues Other revenues decreased $9.4 million and $15.8 million for the three- and nine-month periods, respectively, primarily due to lower
construction management revenues from WindConnect, resulting from uncertainty during the nine months ended Sep. 30, 2004 regarding
the extension of the federal renewable energy production tax credit, and lower water revenues due to the 2003 sale of the water
utility serving the Beloit area.  These decreases were largely offset by lower operating expenses.  The federal renewable energy
production tax credit was extended in the fourth quarter of 2004 for generating facilities placed in service prior to Jan. 1, 2006.

Other Operating Expenses
 Other operation and maintenance expenses decreased $5.1 million and $16.9 million for the three- and nine-month periods,
respectively, primarily due to lower expenses for WindConnect and decreases in energy conservation expenses, partially offset by
increases in employee and retiree benefits (comprised of compensation, medical and pension costs).  The nine-month decrease was also
impacted by a planned refueling outage at Kewaunee in the second quarter of 2003 (there was no such outage in 2004).  Also
contributing to the three- and nine-month decreases was the impact of comprehensive cost-control and operational efficiency efforts.
Depreciation and amortization decreased $0.8 million and $2.5 million for the three- and nine-month periods, respectively, primarily
due to lower software amortizations, partially offset by property additions.  Taxes other than income taxes increased $1.2 million
and $4.4 million for the three- and nine-month periods, respectively, primarily due to increased gross receipts taxes.

Interest Expense and Other
 Interest expense decreased $0.8 million and $4.6 million for the three- and
nine-month periods, respectively, primarily due to lower average borrowings.

Income Taxes The
effective income tax rates were 39.1% and 38.7% for the three- and nine-month periods
ended Sep. 30, 2004, respectively, compared with 36.6% and 35.9%, respectively, for the
same periods last year. The increase for the three-and nine-month periods was due to a
reduction in research and development tax credits. The increase for the nine-month period
was also due to a decrease in the Alliant Energy tax benefit allocated to WPL pursuant to
the provisions of PUHCA.

# LIQUIDITY AND CAPITAL
RESOURCES

Cash Flows for the Nine-Month
Periods Selected information from Alliant Energys, IPLs and
WPLs respective Condensed Consolidated Statements of Cash Flows for the nine months
ended Sep. 30 was as follows (in thousands):

|                            | Alliant Energy | IPL      | WPL 
|--------------------------- | -------------- | -------- | ----
|                            |               
|Cash flows from (used for): | 2004           | 2003     | 2004
|                            |               
|Operating activities        |                | $314,671 |     
|Financing activities        |                | 93,697   |     
|Investing activities        |                | (465,349 | )   

Alliant Energys cash flows from
operating activities increased $117 million, primarily due to the timing of collections of
receivables, changes in the level of accounts receivable sold and higher net income at IPL
and WPL, partially offset by higher pension plan contributions and the timing of tax
payments; cash flows from financing activities decreased $95 million, primarily due to
lower proceeds from common stock issuances, partially offset by changes in the amount of
debt issued and retired; and cash flows used for investing activities increased $113
million, primarily due to proceeds received from the sale of Alliant Energys
Australian business in April 2003, partially offset by the 2003 acquisition by Resources
of a 309 MW, non-regulated, tolled, natural gas-fired power plant in Neenah, Wisconsin,
and other decreases in non-regulated construction and acquisition expenditures. IPLs
cash flows from financing activities decreased $131 million, primarily due to changes in
the amount of debt issued and retired and the issuance of preferred stock in September
2003; and cash flows used for investing activities decreased $125 million, primarily due
to lower construction and acquisition expenditures associated with the construction of
Emery. WPLs cash flows from operating activities increased $145 million, primarily
due to higher net income, changes in the level of accounts receivable sold and the timing
of collections of receivables; cash flows used for financing activities increased $86
million due to a $200 million capital contribution from Alliant Energy in 2003 and higher
common stock dividends, partially offset by net changes in the amount of debt issued and
retired; and cash flows used for investing activities increased $53 million, primarily due
to increased levels of construction and acquisition expenditures.

41

Certain Regulatory
Approvals/Requirements  PUHCA  In September 2004,
Alliant Energy, Resources and IPL filed for SEC approval under an Omnibus Financing Order
for their ongoing program of external financing, credit support arrangements and other
related proposals for the period through Dec. 31, 2007. Alliant Energy expects a new order
will be in place before the current order expires on Dec. 31, 2004.

Alliant Energy is subject to a PUHCA
requirement whereby Alliant Energys common equity balance must be at least 30% of
its total consolidated capitalization, including short-term debt. Alliant Energys
common equity ratio as of Sep. 30, 2004, as computed under this requirement, was 48%.

State Regulatory Agencies
 In March 2004, IPL received the necessary regulatory authorization to increase
short-term borrowings from $250 million to $300 million. In March 2004, WPL discontinued
its utility customer accounts receivable sale program, increasing its short-term borrowing
authority granted by the PSCW to $240 million, $185 million for general corporate purposes
and an additional $55 million should WPL repurchase its variable rate demand bonds.

Shelf Registrations
 In 2004, Alliant Energy, IPL and WPL each filed separate shelf registrations
with the SEC. Alliant Energys shelf registration allows Alliant Energy flexibility
to offer from time to time up to an aggregate of $300
million of common stock, stock purchase contracts and stock purchase units. IPLs
shelf registration allows IPL flexibility to offer from
time to time up to an aggregate of $210 million of preferred stock, senior unsecured debt
securities and collateral trust bonds. WPLs shelf registration allows WPL flexibility
to offer from time to time up to an aggregate of
$150 million of its preferred stock, senior unsecured debt securities and first mortgage
bonds. Alliant Energy, IPL and WPL had $208 million, $85 million and $50 million remaining
available under their respective shelf registrations as of Sep. 30, 2004.

Cash and Temporary Cash
Investments  As of Sep. 30, 2004, Alliant Energy and its subsidiaries had
approximately $184 million of cash and temporary cash investments, of which approximately
$73 million consisted of deposits in foreign bank accounts. Alliant Energy has elected
permanent reinvestment of earnings for federal income tax purposes for certain foreign
subsidiaries within its China business platform. Alliant Energy is currently reviewing its
opportunities to repatriate cash from its International businesses given the new tax
benefits under the American Jobs Creation Act passed in October 2004. Refer to Other
Matters  Other Future Considerations for additional information.

Sale of Accounts Receivable
 Refer to Note 11 of Alliant Energys Notes to Condensed Consolidated
Financial Statements for information on WPLs discontinuance of participation
in the utility customer accounts receivable sale program and a reduction in the maximum
amount of receivables that can be sold in the program.

Short-term Debt
Information regarding commercial paper at Sep. 30, 2004 was as follows (dollars in
millions):

|                                                                                                            | Alliant | Parent  |     |       
|----------------------------------------------------------------------------------------------------------- | ------- | ------- | --- | ------
|Commercial paper:                                                                                           | Energy  | Company | IPL | WPL   
|                                                                                                            |        
|Amount outstanding                                                                                          |         | $21.0   |     | $--   
|Weighted average maturity                                                                                   |         | 1 day   |     | N/A   
|Discount rates                                                                                              |         | 1.95%   |     | N/A   
|Available capacity under facilities                                                                         |        
|in effect at Sep. 30, 2004 (*)                                                                              |         | $619.0  |     | $100.0
|(*)    
          WPLs capacity is limited to $240 million due to a PSCW regulatory
          restriction.

In July 2004, Alliant Energy
completed the syndication of three revolving credit facilities totaling $650 million ($100
million for Alliant Energy at the parent company level, $300 million for IPL and $250
million for WPL), which support commercial paper and are available for direct borrowings.
The combined total amount of the new facilities remains the same as the former facilities.
However, $100 million of the borrowing capability has been shifted from the parent company
to IPL and WPL to support the continued focus on the domestic utility business as the
primary source of future capital needs. The facility at the parent company is used to fund
Resources and Corporate Services as well as its own needs. These new facilities replaced
the former facilities which were to expire in September 2004. These new facilities are
designed to be five-year facilities with the length of the facilities subject
to various state and federal regulatory approvals given the term is longer than a 364-day
facility. The credit facility agreements contain various covenants, including the
following:

42

|                                   | Covenant      | Status at    
|---------------------------------- | ------------- | -------------
|Covenant Description               | Requirement   | Sep. 30, 2004
|                                  
|Alliant Energy:                    |               |              
|Consolidated debt-to-capital ratio | Less than 65% | 48%          
|EBITDA interest coverage ratio (*) | At least 2.5x | 4.0x         
|IPL debt-to-capital ratio          | Less than 58% | 46%          
|WPL debt-to-capital ratio          | Less than 58% | 32%          

|(*) | In compliance with the agreement,
results of discontinued operations have been included in this covenant calculation.
|--- | ---------------------------------------------------------------------------------------------------------------------

The cross default provisions,
negative pledge provisions and material adverse change clauses of the new credit
facilities are less restrictive than those of the former credit facilities. Alliant
Energys, IPLs and WPLs new credit facilities contain provisions that
require, during the term of the facilities, any proceeds from asset sales, with certain
exclusions, in excess of 20% of their respective consolidated assets be used to reduce
commitments under their respective facilities. Exclusions include, among others, certain
sale and lease-back transactions and any potential sales of Alliant Energys nuclear,
transmission or international assets.

Long-term Debt
 In October 2004, Resources wholly-owned New Zealand subsidiary issued NZ$100 million of non-recourse redeemable preference shares
due 2007, secured by its investment in TrustPower Ltd., to take advantage of the strength of the New Zealand currency. Holders of
the redeemable preference shares will receive semi-annual cash dividends of approximately NZ$3.4 million. Given their
characteristics, the redeemable preference shares will be shown as Long-term debt, net (excluding current portion) on Alliant
Energys Consolidated Balance Sheet. The majority of the approximately US$68 million of proceeds from this transaction has been
repatriated to Resources, with no income tax implications, and will be used for general corporate purposes or further debt reduction
at Resources.

In August 2004, WPL issued $100
million of 6.25% senior debentures due 2034 and used the proceeds to repay short-term
debt, including $62 million incurred in connection with the repayment at maturity of 7.25%
first mortgage bonds in June 2004, and for general corporate purposes. IPL issued $25
million and $100 million of 6.30% senior debentures due 2034 in August 2004 and May 2004,
respectively, and used the proceeds to repay short-term debt primarily incurred in the
construction of Emery and for general corporate purposes. All of this long-term debt was issued
under WPLs and IPLs respective shelf
registrations discussed previously. In October 2004, Resources retired $7.0 million of its
7.375% senior notes; in August 2004, Resources retired $15.0 million of its 7% senior
notes; and in February 2004, Resources retired $10.0 million of its 9.75% senior notes and
$9.5 million of its 7% senior notes. Resources incurred a total of approximately $0.05 per
share of debt repayment premiums and charges for the unamortized debt expenses related to
these debt retirements.

Common Equity
 In connection with Alliant Energys 2004 shelf registration discussed
previously, Alliant Energy entered into a sales agreement with Cantor Fitzgerald &
Co., under which Alliant Energy may sell from time to time up to 7.5 million shares of its
common stock. During 2004, Alliant Energy issued approximately 3.6 million shares of new
common stock and received approximately $90 million in net proceeds under this shelf
registration and sales agreement. Alliant Energy announced in October 2004 that it has
completed its common stock issuances for 2004 under this program. Alliant Energy intends
to continue to issue modest amounts of equity through both its Shareowner Direct Plan and
401(k) Savings Plan, which totaled approximately $18 million for the nine months ended
Sep. 30, 2004.

In October 2004, Alliant Energy
announced an increase in its quarterly common stock dividend from $0.25 per share to
$0.2625 per share, which is equivalent to an annual rate of $1.05 per share, beginning
with the Nov. 15, 2004 dividend payment.

Credit Ratings
 In May 2004, Standard & Poors Rating Services lowered WPLs
secured long-term debt rating from A to A- to align it with WPLs corporate/issuer
credit rating.

Off-Balance Sheet
Arrangements  A summary of Alliant Energys off-balance sheet
arrangements is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL
for the year ended Dec. 31, 2003 and has not changed materially from the items reported in
the 2003 Form 10-K. Refer to Note 8 of Alliant Energys Notes to Condensed
Consolidated Financial Statements for the impact of FIN 46R guidance on Alliant
Energys tolling and purchased-power agreements.

Contractual Obligations
A summary of Alliant Energys, IPLs and WPLs contractual
obligations is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL for
the year ended Dec. 31, 2003 and has not changed materially from the items reported in the
2003 Form 10-K, except for the items described in Note 15 of the Notes to Condensed
Consolidated Financial Statements.

43

Environmental A
summary of Alliant Energys environmental matters is included in the combined Form
10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2003 and has not
changed materially from the items reported in the 2003 Form 10-K, except as described
below.

Air Quality  WPL
previously responded confidentially to multiple data requests from the U.S. Environmental
Protection Agency (EPA) related to the historical operation and associated air permitting
for certain major Wisconsin coal-fired generating units. In September 2004, WPL was
notified by the EPA that a third party had requested WPLs response materials. After
review of such records, WPL determined that the information would no longer be claimed as
confidential. There have been instances where citizen groups have pursued claims against
utilities for alleged air permitting violations. WPL has not received any such actions to
date and is unable to predict the outcome.

The Wisconsin Department of Natural
Resources independently developed mercury control rules, which became effective in October
2004 for Wisconsin generating facilities, that cap emissions beginning in 2008, followed
by subsequent reductions of 40% by 2010 and 75% by 2015. The Wisconsin mercury rule
requirements will be superseded by federal mercury emissions standards when published. WPL
has begun fuel sampling and will conduct stack testing in 2005 to support the compliance
requirements for Wisconsin mercury rules. Alliant Energy continues to closely monitor the
developments at the federal level related to mercury emissions standards and believes that
required capital investments and/or modifications resulting from these rules could be
significant.

Water Quality  The EPA regulation under the Clean Water Act referred to as 316(b) became effective in September 2004. This regulation requires
existing large power plants with cooling water intake structures to apply technology to minimize adverse environmental impacts to
fish and other aquatic life.  Alliant Energy is currently studying such impacts and will have compliance plans in place by the
required date of January 2008.  Alliant Energy is currently investigating compliance options and is unable to predict the final
outcome, but believes that required capital investments and/or modifications resulting from this regulation could be significant.

In October 2004, FERC issued an order
lifting a delay of its previously issued order regarding one of WPLs hydroelectric
project licenses to require WPL to develop a detailed engineering and biological
evaluation of potential fish passage alternatives within one year and to install within
three years agency-approved fish-protective devices and fish passages. Accordingly, these
provisions are now effective and WPL is in the process of working with the appropriate
federal and state agencies to comply with these provisions. WPL and state agencies are
currently researching solutions and at this time WPL is unable to predict the final
outcome but believes that required capital investments and/or modifications resulting from
this issue could be significant.

Alliant Energy would expect to
receive the appropriate rate recovery of any prudently incurred expenditures it may incur on
these and other environmental initiatives within its domestic utility business.

# OTHER MATTERS

Market Risk Sensitive
Instruments and Positions  Alliant Energys primary market risk
exposures are associated with interest rates, commodity prices, equity prices and currency
exchange rates. Alliant Energy has risk management policies to monitor and assist in
controlling these market risks and uses derivative instruments to manage some of the
exposures. A summary of Alliant Energys market risks is included in Alliant
Energys, IPLs and WPLs combined Form 10-K for the year ended Dec. 31,
2003 and has not changed materially from those reported in the 2003 Form 10-K, except as
described below.

Commodity Risk  Non-trading
Refer to Other Future Considerations  China for discussion of
higher than anticipated coal and other related costs in China.

Accounting Pronouncements
 As of March 31, 2004, Alliant Energy adopted FIN 46R guidance. Refer to Note 8
of Alliant Energys Notes to Condensed Consolidated Financial Statements
for additional information.

44

In December 2003, the President
signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003
(the Act). The Act introduces a prescription drug benefit under Medicare Part D, as well
as a federal subsidy to sponsors of retiree health care benefit plans, that provide a
benefit that is at least actuarially equivalent to Medicare Part D. In the second quarter
of 2004, the FASB issued, and Alliant Energy elected early adoption of, FSP 106-2, which
supersedes FSP 106-1. Refer to Note 10 of Alliant Energys, IPLs and WPLs
Notes to Condensed Consolidated Financial Statements for additional
information.

Critical Accounting
Policies  A summary of Alliant Energys critical accounting policies is
included in Alliant Energys, IPLs and WPLs combined Form 10-K for the
year ended Dec. 31, 2003 and has not changed materially from the items reported in the
2003 10-K. Refer to Note 7 of Alliant Energys Notes to Condensed Consolidated
Financial Statements for information regarding a goodwill impairment charge recorded
in the second quarter of 2004.

Other Future Considerations
 A summary of Alliant Energys, IPLs and WPLs other future
considerations is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL
for the year ended Dec. 31, 2003 and has not changed materially from the items reported in
the 2003 Form 10-K, except as described below. In addition to items discussed earlier in
MD&A, the following items could impact Alliant Energys future financial
condition or results of operations:

Mexico 
At Sep. 30, 2004, Resources held a secured loan receivable of approximately $82 million from an unrelated Mexican development
company.  The loan proceeds were used by the development company to construct substantially all the infrastructure for the initial
phase of a master-planned resort community known as Laguna del Mar located near Puerto Penasco, State of Sonora, on the Sea of Cortez
in Mexico.  Alliant Energy has been concerned about the Mexican development companys ability to timely complete all phases of the
project, market and sell the real estate, and otherwise meet all of its obligations under the loan documents.  As a result, Resources
evaluated its alternatives and concluded that a negotiated transfer of ownership and control of the project to Resources was the best
course of action for Resources to maximize the ultimate recovery of its loan and related interest income.  In September 2004,
Resources successfully completed negotiations and entered into a stock purchase agreement to acquire ownership of the project and all
related assets, subject to the transferors compliance with certain conditions precedent.  The proposed acquisition price for
concluding the transfer is not significant.  If these conditions are satisfied and the transfer of ownership and control of the
project is consummated, which is expected to occur in the fourth quarter of 2004, Resources will continue to evaluate various
alternatives related to the continued development of the resort community as well as its options related to the potential sale or
sales of the project and its assets.  Effective Jan. 1, 2004, Resources ceased accruing interest income related to this loan pending
resolution of this matter.  If the development of the project and related real estate sales are not ultimately successfully executed,
it is possible that Alliant Energy could incur material asset valuation charges in the future.  Alliant Energy is unable to predict
the ultimate outcome of this matter.

Brazil  To complete
earlier plans, the Juiz de Fora facility, a joint venture gas-fired generating facility in
which Alliant Energy holds a 50% direct ownership interest, is scheduled for a 20 MW
expansion from a single-cycle to a combined-cycle facility in early 2006 at an estimated
cost of $26 million. However, initiation of the expansion construction is experiencing
delays due to disputes with Alliant Energys Brazilian partner regarding the
financing and construction of the Juiz de Fora facility and other matters (as mentioned
below). Alliant Energy is currently discussing with its partner resolution of these
matters including, but not limited to, arbitration, settlement or the possible sale of the
facility. If the Juiz de Fora combined-cycle construction is not completed as anticipated,
the future performance obligations of this generation asset might be significantly
adversely affected. In such an event, Alliant Energy is not required to invest any
additional capital in Juiz de Fora; however, it could lead to material asset valuation or
other charges with respect to Alliant Energys investment in the Juiz de Fora
facility. Alliant Energys direct investment in the Juiz de Fora facility at Sep. 30,
2004 was approximately $17 million.

Alliant Energy continues to closely
monitor the financial performance of its Brazilian investments. While such performance
improved significantly in 2003, it has been relatively flat in 2004 compared to
2003. Alliant Energy believes such performance can be improved, particularly in regard to
controlling costs and reduction of debt, and this and Alliant Energys rights as a
minority shareowner have been a source of ongoing dispute with its Brazilian partners. In
particular, Alliant Energys Brazilian partners used company funds to pay dividends
in order to ensure their control over the operations. Alliant Energy is not interested in
and has not sought control of the operations. However, Alliant Energy has urged that, to
the extent funds are available, they would be better used to pay down debt.

45

Alliant Energy has been and continues
to explore with various parties, including its existing Brazilian partners, all of the
options available to it concerning its investments in Brazil. Among others, these options
include the potential to repair Alliant Energys relationship with its partners,
restructure the relationship or exit this market. Alliant Energy will consider the full
range of options potentially available, although experience demonstrates that
accomplishment of any of the considered options will take time. Consequently, Alliant
Energy is unable to provide any assurances that one or more of the options under review
will occur, or that implementation of any one or more of the options will not result in
Alliant Energy incurring a material charge relating to its investments in Brazil as it
cannot currently predict the ultimate outcome of these reviews and discussions.

China 
The generating plants included in Alliant Energys China portfolio are currently experiencing higher than anticipated coal and
related transportation costs due primarily to government reforms and coal allocations, rapid economic expansion in China and
infrastructure bottlenecks. Alliant Energy has achieved some success in mitigating, and continues to work to mitigate, the impact of
these cost increases through working with local and provincial Chinese authorities to increase the supply of lower-cost coal, gain
access to long-term contracts and to enable the recovery of higher costs through tariffs.  In addition, Alliant Energy is examining
other ways to offset these cost increases within its operations. However, most of these efforts in China require government
interaction, which is less formal and predictable than general fuel-related cost recovery processes experienced within the U.S.
domestic utility industry.  If the price of coal and related transportation costs were to increase (decrease) 10% compared to the
average prices experienced during the 12 months ended Sep. 30, 2004, Alliant Energys pre-tax income for the 12 months ended Sep. 30,
2005 would (decrease) increase by approximately $6 million.

In addition to applying pressure on
the margins currently being realized from Alliant Energys China operations, these
cost pressures could impact the estimated fair value of Alliant Energys China
investments. Alliant Energy has $10 million of goodwill related to its China investments
on its balance sheet and if the fair value of these investments does not exceed their
carrying value (including goodwill) in the future, Alliant Energy may be required to
record an impairment charge related to this goodwill balance. Alliant Energy is currently
unable to predict the future of these costs in China or provide assurances that
its efforts to mitigate the impact of any cost increases will be
successful.

Synfuel  Alliant Energy
is an investor in a synthetic fuel facility. The Internal Revenue Service audited this
facility to determine, among other issues, if the tax credits claimed have met the tests
outlined in the Internal Revenue Code. The audit was substantially completed in the third
quarter of 2004 with no significant impact to Alliant Energys financial condition or
results of operations.

American Jobs Creation Act In October 2004, the American Jobs Creation Act (the Act) was passed which includes
changes to several provisions of the Internal Revenue Code.  The key
changes that may impact Alliant Energy include, but are not limited to, a
temporary dividends received deduction for foreign earnings repatriated during 2004 and
2005, future tax relief for domestic manufacturers (including electric production
activities) and an extension of certain renewable energy production tax credits for
generating facilities placed in service prior to Jan. 1, 2006. Alliant Energy is currently
analyzing the impacts of the Act, including reviewing opportunities to
repatriate cash from certain of its International businesses during 2004 and 2005 to
gain the benefits of the temporary dividends received deduction.  If Alliant
Energy elects to repatriate certain foreign earnings that were previously
expected to be reinvested indefinitely, it will incur tax expense at the time such
election is made given Alliant Energy has not previously recorded U.S. tax provisions
related to these earnings. Alliant Energy does not currently anticipate that this tax
expense would have a material adverse effect on its financial condition or results of
operations. Any potential utility business tax benefits realized as a result of this
legislation would be subject to all appropriate regulatory reviews.

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Quantitative and Qualitative
Disclosures About Market Risk are reported under Item 2 MD&A Other Matters
 Market Risk Sensitive Instruments and Positions.

|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Alliant Energys, IPLs and
WPLs management evaluated, with the participation of each of Alliant Energys,
IPLs and WPLs Chief Executive Officer (CEO), Chief Financial Officer (CFO) and
Disclosure Committee, the effectiveness of the design and operation of Alliant
Energys, IPLs and WPLs disclosure controls and procedures as of the end
of the quarter ended Sep. 30, 2004 pursuant to the requirements of the Securities Exchange
Act of 1934, as amended. Based on their evaluation, the CEO and the CFO concluded that
Alliant Energys, IPLs and WPLs disclosure controls and procedures were
effective as of the end of the quarter ended Sep. 30, 2004.

46

There was no change in Alliant
Energys, IPLs and WPLs internal control over financial reporting that
occurred during the quarter ended Sep. 30, 2004 that has materially affected, or is
reasonably likely to materially affect, Alliant Energys, IPLs or WPLs
internal control over financial reporting.

# PART II  OTHER
INFORMATION

|ITEM 6. | EXHIBITS
|------- | --------

The following Exhibits
are filed herewith.

|10.1 |  | Form
of Non-qualified Stock Option Agreement pursuant to the Alliant Energy 2002 Equity
Incentive Plan (EIP)
|---- |  | ------------------------------------------------------------------------------------------------------------

|10.2 |  | Form
of Restricted Stock Agreement pursuant to the Alliant Energy EIP
|---- |  | ---------------------------------------------------------------------

|10.3 |  | Form
of Performance Share Grant pursuant to the Alliant Energy EIP
|---- |  | ------------------------------------------------------------------

|31.1 |  | Certification
of the Chairman and CEO for Alliant Energy
|---- |  | --------------------------------------------------------

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

|31.3 |  | Certification
of the Chairman and CEO for IPL
|---- |  | ---------------------------------------------

|31.4 |  | Certification
of the CFO for IPL
|---- |  | --------------------------------

|31.5 |  | Certification
of the Chairman and CEO for WPL
|---- |  | ---------------------------------------------

|31.6 |  | Certification
of the CFO for WPL
|---- |  | --------------------------------

|32.1 |  | Written
Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for Alliant Energy
|---- |  | ----------------------------------------------------------------------------------

|32.2 |  | Written
Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for IPL
|---- |  | -----------------------------------------------------------------------

|32.3 |  | Written
Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for WPL
|---- |  | -----------------------------------------------------------------------

# SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, Alliant Energy Corporation, Interstate Power and Light
Company and Wisconsin Power and Light Company have each duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized on the 5th day of
November 2004.

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

47