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 June 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 July 31, 2004:
|-------------------------------------------------------------------------------
|Alliant Energy Corporation                                                     
|                                                                               
|Interstate Power and Light Company                                             
|                                                                               
|                                                                               
|Wisconsin Power and Light Company                                              
|                                                                               



|TABLE OF CONTENTS
|-----------------
|                 
|Part I.          
|Item 1.          
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|Item 2.          
|Item 3.          
|Item 4.          
|Part II.         
|Item 1.          
|Item 4.          
|Item 6.          
|                 

|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                                                                                                      
|IP&L                                                                                                      
|IUB                                                                                                       
|Kewaunee                                                                                                  
|McLeod                                                                                                    
|MD&A                                                                                                      
|MPUC                                                                                                      
|MW                                                                                                        
|MWh                                                                                                       
|N/A                                                                                                       
|PSCW                                                                                                      
|PUHCA                                                                                                     
|Resources                                                                                                 
|SEC                                                                                                       
|SFAS                                                                                                      
|South Beloit                                                                                              
|TBD                                                                                                       
|U.S.                                                                                                      
|WP&L                                                                                                      
|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 Six Months
|-------------------------------------------------------------------------- | ---------------------------------------- | ------------------
|                                                                           | Ended June 30,                           | Ended June 30,    
|                                                                           | 2004                                     | 2003              
|                                                                          
|                                                                           | (in thousands, except per share amounts)
|Operating revenues:                                                        |                                          |                   
|Domestic utility:                                                          |                                         
|Electric                                                                   |                                          | $468,634          
|Gas                                                                        |                                          | 78,948            
|Other                                                                      |                                          | 17,728            
|Non-regulated                                                              |                                          | 96,828            
|                                                                           |                                         
|                                                                           |                                          | 662,138           
|                                                                           |                                         
|                                                                          
|Operating expenses:                                                        |                                         
|Domestic utility:                                                          |                                         
|Electric production fuel and purchased power                               |                                          | 172,282           
|Cost of gas sold                                                           |                                          | 48,364            
|Other operation and maintenance                                            |                                          | 161,645           
|Non-regulated operation and maintenance                                    |                                          | 90,709            
|Goodwill impairment charge                                                 |                                          | 42,853            
|Depreciation and amortization                                              |                                          | 83,034            
|Taxes other than income taxes                                              |                                          | 25,686            
|                                                                           |                                         
|                                                                           |                                          | 624,573           
|                                                                           |                                         
|                                                                          
|Operating income                                                           |                                          | 37,565            
|                                                                           |                                         
|                                                                          
|Interest expense and other:                                                |                                         
|Interest expense                                                           |                                          | 43,884            
|Loss on early extinguishment of debt                                       |                                          | -                 
|Equity income from unconsolidated investments                              |                                          | (5,785            
|Allowance for funds used during construction                               |                                          | (5,756            
|Preferred dividend requirements of subsidiaries                            |                                          | 4,678             
|Interest income and other                                                  |                                          | 1,782             
|                                                                           |                                         
|                                                                           |                                          | 38,803            
|                                                                           |                                         
|                                                                          
|Income (loss) from continuing operations before income taxes               |                                          | (1,238            
|                                                                           |                                         
|                                                                          
|Income taxes                                                               |                                          | 11,845            
|                                                                           |                                         
|                                                                          
|Income (loss) from continuing operations                                   |                                          | (13,083           
|                                                                           |                                         
|                                                                          
|Income from discontinued operations, net of tax (Note 7)                   |                                          | -                 
|                                                                           |                                         
|                                                                          
|Income (loss) before cumulative effect of changes in accounting principles |                                          | (13,083           
|                                                                           |                                         
|                                                                          
|Cumulative effect of changes in accounting principles, net of tax          |                                          | -                 
|                                                                           |                                         
|                                                                          
|Net income (loss)                                                          |                                          | ($13,083          
|                                                                           |                                         
|                                                                          
|Average number of common shares outstanding (basic)                        |                                          | 112,079           
|                                                                           |                                         
|                                                                          
|Average number of common shares outstanding (diluted)                      |                                          | 112,079           
|                                                                           |                                         
|                                                                          
|Earnings per average common share (basic and diluted):                     |                                         
|Income (loss) from continuing operations                                   |                                          | ($0.12            
|Income from discontinued operations                                        |                                          | -                 
|Cumulative effect of changes in accounting principles                      |                                          | -                 
|                                                                           |                                         
|Net income (loss)                                                          |                                          | ($0.12            
|                                                                           |                                         
|                                                                          
|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)

|                                                                         | June 30,       | December 31,
|------------------------------------------------------------------------ | -------------- | ------------
|ASSETS                                                                   | 2004           | 2003        
|                                                                        
|                                                                         | (in thousands)
|Property, plant and equipment:                                           |                |             
|Domestic utility:                                                        |               
|Electric plant in service                                                |                | $6,201,174  
|Gas plant in service                                                     |                | 661,039     
|Other plant in service                                                   |                | 545,674     
|Accumulated depreciation                                                 |                | (3,105,312  
|                                                                         |               
|Net plant                                                                |                | 4,302,575   
|Construction work in progress:                                           |               
|Emery generating facility                                                |                | 4,657       
|Other                                                                    |                | 187,040     
|Other, less accumulated depreciation (accum. depr.) of $3,362 and $3,242 |                | 65,489      
|                                                                         |               
|Total domestic utility                                                   |                | 4,559,761   
|                                                                         |               
|Non-regulated and other:                                                 |               
|Non-regulated Generation, less accum. depr. of $5,123 and $3,380         |                | 206,744     
|International, less accum. depr. of $39,880 and $33,708                  |                | 195,530     
|Other Investments, less accum. depr. of $29,506 and $26,179              |                | 61,212      
|Integrated Services, less accum. depr. of $36,265 and $32,903            |                | 58,603      
|Corporate Services and other, less accum. depr. of $34,160 and $25,283   |                | 67,282      
|                                                                         |               
|Total non-regulated and other                                            |                | 589,371     
|                                                                         |               
|                                                                         |                | 5,149,132   
|                                                                         |               
|                                                                        
|Current assets:                                                          |               
|Cash and temporary cash investments                                      |                | 189,125     
|Restricted cash                                                          |                | 7,983       
|Accounts receivable:                                                     |               
|Customer, less allowance for doubtful accounts of $3,949 and $5,522      |                | 134,082     
|Unbilled utility revenues                                                |                | 82,071      
|Other, less allowance for doubtful accounts of $909 and $786             |                | 62,705      
|Income tax refunds receivable                                            |                | 54,464      
|Production fuel, at average cost                                         |                | 53,081      
|Materials and supplies, at average cost                                  |                | 66,847      
|Gas stored underground, at average cost                                  |                | 33,443      
|Regulatory assets                                                        |                | 51,573      
|Other                                                                    |                | 82,182      
|                                                                         |               
|                                                                         |                | 817,556     
|                                                                         |               
|                                                                        
|Investments:                                                             |               
|Investments in unconsolidated foreign entities                           |                | 483,344     
|Nuclear decommissioning trust funds                                      |                | 395,984     
|Investment in ATC and other                                              |                | 271,499     
|                                                                         |               
|                                                                         |                | 1,150,827   
|                                                                         |               
|                                                                        
|Other assets:                                                            |               
|Regulatory assets                                                        |                | 324,685     
|Deferred charges and other                                               |                | 333,674     
|                                                                         |               
|                                                                         |                | 658,359     
|                                                                         |               
|                                                                        
|Total assets                                                             |                | $7,775,874  
|                                                                         |               
|                                                                        

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)

|                                                                                | June 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 113,177,544 and 110,962,910 shares                                  |                                      | $1,132      
|Additional paid-in capital                                                      |                                      | 1,697,557   
|Retained earnings                                                               |                                      | 805,938     
|Accumulated other comprehensive loss                                            |                                      | (125,616    
|Shares in deferred compensation trust - 271,321 and 264,673 shares              |                                     
|at an average cost of $27.51 and $27.84 per share                               |                                      | (7,465      
|                                                                                |                                     
|                                                                               
|Total common equity                                                             |                                      | 2,371,546   
|                                                                                |                                     
|Cumulative preferred stock of subsidiaries, net                                 |                                      | 243,803     
|Long-term debt, net (excluding current portion)                                 |                                      | 2,202,828   
|                                                                                |                                     
|                                                                                |                                      | 4,818,177   
|                                                                                |                                     
|                                                                               
|Current liabilities:                                                            |                                     
|Current maturities and sinking funds                                            |                                      | 7,947       
|Variable rate demand bonds                                                      |                                      | 55,100      
|Commercial paper                                                                |                                      | 88,000      
|Other short-term borrowings                                                     |                                      | 14,075      
|Accounts payable                                                                |                                      | 268,206     
|Accrued interest                                                                |                                      | 44,567      
|Accrued taxes                                                                   |                                      | 69,312      
|Other                                                                           |                                      | 162,409     
|                                                                                |                                     
|                                                                                |                                      | 709,616     
|                                                                                |                                     
|                                                                               
|Other long-term liabilities and deferred credits:                               |                                     
|Accumulated deferred income taxes                                               |                                      | 739,914     
|Accumulated deferred investment tax credits                                     |                                      | 46,549      
|Regulatory liabilities                                                          |                                      | 649,275     
|Asset retirement obligations                                                    |                                      | 357,301     
|Pension and other benefit obligations                                           |                                      | 197,931     
|Other                                                                           |                                      | 202,571     
|                                                                                |                                     
|                                                                                |                                      | 2,193,541   
|                                                                                |                                     
|                                                                               
|Minority interest                                                               |                                      | 54,540      
|                                                                                |                                     
|                                                                               
|Total capitalization and liabilities                                            |                                      | $7,775,874  
|                                                                                |                                     
|                                                                               

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 Six Months Ended June 30,
|-------------------------------------------------------------------------------- | ---------------------------------
|                                                                                 | 2004                             
|                                                                                
|                                                                                 | (in thousands)                   
|Cash flows from operating activities:                                            |                                  
|Net income                                                                       |                                  
|Adjustments to reconcile net income to net cash flows from operating activities: |                                  
|Income 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                                     |                                  
|Non-cash valuation charges (income)                                              |                                  
|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                                                                    |                                  
|Other                                                                            |                                  
|                                                                                 |                                  
|Net cash flows from operating activities                                         |                                  
|                                                                                 |                                  
|                                                                                
|Cash flows from (used for) financing activities:                                 |                                  
|Common stock dividends                                                           |                                  
|Proceeds from issuance of common stock                                           |                                  
|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 (used for) 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                 |                                  
|                                                                                 |                                  
|Capital lease obligations incurred                                               |                                  
|                                                                                 |                                  
|                                                                                

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

5

# ALLIANT ENERGY
CORPORATIONNOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

|1. | The interim condensed consolidated financial statements included herein have
          been prepared by Alliant Energy, without audit, pursuant to the rules and
          regulations of the SEC. Accordingly, certain information and footnote
          disclosures normally included in financial statements prepared in accordance
          with GAAP have been condensed or omitted, although management believes that the
          disclosures are adequate to make the information presented not misleading. The
          condensed consolidated financial statements include Alliant Energy and its
          consolidated subsidiaries (including IP&L, WP&L, Resources and Corporate
          Services). These financial statements should be read in conjunction with the
          financial statements and the notes thereto included in Alliant Energys,
          IP&Ls and WP&L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 (a) the condensed consolidated results of operations
for the three and six months ended June 30, 2004 and 2003 (b) the condensed consolidated
financial position at June 30, 2004 and Dec. 31, 2003, and (c) the condensed consolidated
statements of cash flows for the six months ended June 30, 2004 and 2003 have been made.
Because of the seasonal nature of Alliant Energys utility operations, results for
the three and six months ended June 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 (loss), and the components of other
          comprehensive income (loss), net of taxes, for the three and six months ended
          June 30 were as follows (in thousands):
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                     | Three Months | Six Months
|---------------------------------------------------- | ------------ | ----------
|                                                     |             
|                                                     | 2004         | 2003      
|                                                     |             
|Net income (loss)                                    |              | ($13,083  
|Unrealized holding gains on securities, net of tax   |              | 986       
|Less:  reclassification adjustment for gains         |             
|included in net income (loss), net of tax            |              | --        
|                                                     |             
|Net unrealized gains on securities                   |              | 986       
|                                                     |             
|Foreign currency translation adjustments, net of tax |              | (26,082   
|                                                     |             
|Unrealized holding gains (losses) on qualifying      |             
|derivatives, net of tax                              |              | 87        
|Less:  reclassification adjustment for losses        |             
|included in net income (loss), net of tax            |              | (54       
|                                                     |             
|Net unrealized gains on qualifying derivatives       |              | 141       
|                                                     |             
|Other comprehensive income (loss)                    |              | (24,955   
|                                                     |             
|Comprehensive income (loss)                          |              | ($38,038  
|                                                     |             

|3. | Certain financial information relating to Alliant Energys significant
          business segments is as follows. 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 June 30, 2004 |                           |                          |        |        
|Operating revenues               |                           | $468,634                 |        | $78,948
|Operating income (loss)          |                           | 84,173                   |        | (1,511 
|Net income (loss)                |                           |                          | 38,930 |        
|                                
|Three Months Ended June 30, 2003 |                          
|Operating revenues               |                           | $444,108                 |        | $76,392
|Operating income (loss)          |                           | 64,669                   |        | (6,538 
|Income (loss) from continuing    |                          
|operations                       |                           |                          | 22,639 |        
|Income (loss) from discontinued  |                          
|operations, net of tax           |                           |                          | --     |        
|Net income (loss)                |                           |                          | 22,639 |        

6

|                                  | Domestic Utility Business | Non-regulated Businesses |        | Alliant 
|--------------------------------- | ------------------------- | ------------------------ | ------ | --------
|                                  |                           |                          | Energy
|                                  | Electric                  | Gas                      | Other  | Total   
|                                  |                          
|                                  | (in thousands)           
|Six Months Ended June 30, 2004    |                           |                          |        |         
|Operating revenues                |                           | $936,540                 |        | $327,817
|Operating income (loss)           |                           | 130,572                  |        | 25,884  
|Net income (loss)                 |                           |                          | 72,291 |         
|                                 
|Six Months Ended June 30, 2003    |                          
|Operating revenues                |                           | $887,133                 |        | $334,273
|Operating income (loss)           |                           | 102,859                  |        | 28,838  
|Income (loss) from continuing     |                          
|operations                        |                           |                          | 53,610 |         
|Income (loss) from discontinued   |                          
|operations, net of tax            |                           |                          | --     |         
|Cumulative effect of changes in   |                          
|accounting principles, net of tax |                           |                          | --     |         
|Net income (loss)                 |                           |                          | 53,610 |         

* 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. The provisions for income taxes from
          continuing operations for the three and six months ended June 30, 2004 were also
          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.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Alliant Energy utilizes derivative instruments to manage its exposures to
          various market risks as described in Alliant Energys, IP&Ls and
          WP&L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 six months ended June 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). In the first quarter of 2004, Alliant Energy
reclassified a loss of $0.1 million into earnings as a result of the discontinuance of
hedges. At June 30, 2004, the maximum length of time over which Alliant Energy hedged its
exposure to the variability in future cash flows for forecasted transactions was two
months. Alliant Energy estimates that income of $0.5 million will be reclassified from
accumulated other comprehensive loss into earnings within the 12 months between July 1,
2004 and June 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 six months ended June 30 was
          as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                            | Three Months | Six Months 
|------------------------------------------- | ------------ | -----------
|                                            |             
|                                            | 2004         | 2003       
|                                            |             
|Weighted average common shares outstanding: |              |            
|Basic EPS calculation                       |              | 112,078,811
|Effect of dilutive securities               |              | --         
|                                            |             
|Diluted EPS calculation                     |              | 112,078,811
|                                            |             

7

| | As
a result of Alliant Energy incurring a loss from continuing operations for the three
months ended June 30, 2004, 401,834 potential incremental common shares were excluded from
the calculation of diluted EPS for that period because the effect would have been
anti-dilutive. In addition, 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 six months ended June 30 as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                           | Three Months | Six Months
|------------------------------------------ | ------------ | ----------
|                                           |             
|                                           | 2004         | 2003      
|                                           |             
|Options to purchase shares of common stock | 3,323,424    | 3,552,262 
|Average exercise price of options excluded | $29.32       | $29.47    

| | The
effect on net income (loss) and EPS for the three and six months ended June 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 | Six Months
|--------------------------------------------------- | ------------ | ----------
|                                                    |             
|                                                    | 2004         | 2003      
|                                                    |             
|Net income (loss), as reported                      | ($13,083)    | $32,154   
|Less:  stock-based compensation expense, net of tax | 434          | 259       
|                                                    |             
|Pro forma net income (loss)                         | ($13,517)    | $31,895   
|                                                    |             
|EPS (basic and diluted):                           
|As reported                                         | ($0.12)      | $0.35     
|Pro forma                                           | ($0.12)      | $0.34     

|7. | 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 6% ownership
          interest in WPC that is accounted for under the cost method as of June 30, 2004.
          As a result of additional common stock issued by WPC in 2004, Alliant Energy
          currently holds approximately 5% of the common shares of WPC. The operating
          results for these non-regulated businesses for the three and six months ended
          June 30, 2003 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 six months ended June 30, 2003 was as
follows (in thousands):
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                  | Three Months | Six Months
|------------------------------------------------- | ------------ | ----------
|                                                  |             
|Operating revenues                                |              | $52,703   
|Operating expenses                                |              | 30,591    
|Interest expense and other (pre-tax numbers):     |             
|Gain on sale of Australian business               |              | (74,721   
|Valuation adjustments and selling costs           |              | 41,363    
|Southern Hydro Partnership SFAS 133 loss (income) |              | 132       
|Other                                             |              | 4,659     
|                                                  |             
|Income before income taxes                        |              | 50,679    
|Income taxes                                      |              | 30,254    
|                                                  |             
|Income from discontinued operations, net of tax   |              | $20,425   
|                                                  |             

| | The
valuation adjustments reflected updated estimates of the market value, less selling costs,
of assets classified as held for sale as of June 30, 2003.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

8

| | A
summary of the components of cash flows for discontinued operations for the six months
ended June 30, 2003 was as follows (in thousands):
| | -------------------------------------------------------------------------------------------------------------------------------------------

|Net cash flows from operating activities                   |  | $50,947  |   |  | 
|---------------------------------------------------------- |  | -------- | - |  | 
|Net cash flows used for financing activities               |  | (8,582   | )
|Net cash flows used for investing activities               |  | (21,453  | )
|                                                           |  |         
|Net increase in cash and temporary cash investments        |  | 20,912   |  
|Cash and temporary cash investments at beginning of period |  | 16,043   |  
|                                                           |  |         
|Cash and temporary cash investments at end of period       |  | $36,955  |  
|                                                           |  |         
|Supplemental cash flows information:                       | 
|Cash paid (received) during the period for:                | 
|Interest                                                   |  | $14,111  |  
|                                                           |  |         
|Income taxes, net of refunds                               |  | ($17,246 | )
|                                                           |  |         

| | Refer
to Note 13 for discussion of Alliant Energys intent to divest certain businesses
within its Integrated Services business platform.
| | -----------------------------------------------------------------------------------------------------------------------------------------

|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 for the Riverside and RockGen power plants, it is unable to obtain the information necessary
from the counterparties to these tolling and purchased-power agreements, respectively, to determine whether the counterparties are
variable interest entities and if Alliant Energy is the primary beneficiary.  The counterparties sell some or all of their generating
capacity to WP&L, and can sell their energy output to both WP&L and IP&L.  The Riverside plant was placed in service in June 2004.
In the second quarter of 2004, WP&L and IP&L incurred costs (excluding fuel costs) related to the Riverside contract of $7.2 million
and $0.1 million, respectively.  WP&L incurred costs related to the RockGen contract of approximately $6.0 million and $23.3 million
for the three and six months ended June 30, 2004, and $4.4 million and $16.7 million for the three and six months ended June 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):
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                         | IP&L | WP&L | Total
|------------------------ | ---- | ---- | -----
|                         |     
|Balance at Jan. 1, 2004  |      | $158 |      
|Accretion expense        |      | 5    |      
|                         |     
|Balance at June 30, 2004 |      | $163 |      
|                         |     

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

|                               | Pension Benefits | Other Postretirement Benefits
|------------------------------ | ---------------- | -----------------------------
|                               |                 
|                               | 2004             | 2003                         
|                               |                 
|Three months ended June 30:    |                  |                              
|Service cost                   |                  | $5,041                       
|Interest cost                  |                  | 10,920                       
|Expected return on plan assets |                  | (11,734                      
|Amortization of:               |                 
|Transition obligation (asset)  |                  | (78                          
|Prior service cost             |                  | 922                          
|Actuarial loss                 |                  | 1,812                        
|                               |                 
|                               |                  | $6,883                       
|                               |                 

9

|                               | Pension Benefits | Other Postretirement Benefits
|------------------------------ | ---------------- | -----------------------------
|                               |                 
|                               | 2004             | 2003                         
|                               |                 
|Six months ended June 30:      |                  |                              
|Service cost                   |                  | $9,781                       
|Interest cost                  |                  | 21,872                       
|Expected return on plan assets |                  | (23,315                      
|Amortization of:               |                 
|Transition obligation (asset)  |                  | (156                         
|Prior service cost             |                  | 1,626                        
|Actuarial loss                 |                  | 3,902                        
|                               |                 
|                               |                  | $13,710                      
|                               |                 

| | Alliant
Energy estimates that funding for the pension and postretirement benefit plans for 2004
will be approximately $60 million and $17 million, of which $3 million and $7 million,
respectively, have been contributed through June 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). Alliant Energy has
determined that a substantial portion of the postretirement medical plans are 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 $17 million, respectively.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11. | In March 2004, WP&L discontinued its participation in Alliant Energys
          combined utility customer accounts receivable sale program. WP&L 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 IP&L. At June 30, 2004 and Dec.
          31, 2003, Alliant Energy had sold $101 million (all at IP&L) and $176
          million ($126 million at IP&L and $50 million at WP&L) of domestic
          utility customer accounts receivable, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12. | WP&L has signed a definitive agreement to sell its 41% ownership interest in
          Kewaunee to a subsidiary of Dominion Resources, Inc. (Dominion). Pending various
          regulatory approvals, including the PSCW, the transaction is expected to be
          completed in 2004. 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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | WP&L
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 $69 million on June 30, 2004. Dominion will assume responsibility for
the eventual decommissioning of Kewaunee and will receive WP&Ls qualified
decommissioning trust assets which had an after-tax value of $173 million on June 30,
2004. The gross cash proceeds from the sale are expected to slightly exceed
WP&Ls carrying value of the assets being sold. WP&L 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, WP&L
does not expect this transaction will have a significant impact on its operating results.
As of June 30, 2004, WP&Ls share of the carrying value of the assets and
liabilities included within the sale agreement was as follows (amounts in millions):
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Assets:                            |  | Liabilities: | 
|---------------------------------- |  | ------------ | 
|Investments                        |  | $173         | 
|Property, plant and equipment, net |  | 78           | 
|Other                              |  | 13           | 
|                                   |  |              | 
|Total assets                       |  | $264         | 
|                                   |  |              | 

10

| | 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, Accounting for the Impairment or Disposal of Long-Lived Assets. At the
closing of the sale, WP&L will enter into a long-term purchased-power agreement with
Dominion to purchase energy and capacity equivalent to the amounts received had current
ownership continued. The purchased-power agreement, which also will require regulatory
approval, will extend through 2013 when Kewaunees current operating license will
expire. In April 2004, WP&L 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 WP&L 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13. | In the second quarter of 2004, Alliant Energy recorded a SFAS 142,
          Goodwill and Other Intangible Assets (SFAS 142), pre-tax non-cash
          goodwill impairment charge of $43 million related to two of its Integrated
          Services businesses, 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. The impairment charge
          was recorded in Goodwill impairment charge in continuing operations
          in Alliant Energys Condensed Consolidated Statements of Income for the
          three and six months ended June 30, 2004. In July 2004, Alliant Energy announced
          its intent to divest these two businesses and one other business within its
          Integrated Services business platform. These businesses did not qualify as
          assets held for sale as of June 30, 2004, however, Alliant Energy expects these
          businesses will be reported as assets held for sale and discontinued operations
          in the third or fourth quarter of 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14. | The other (income) and deductions included in Interest income and
          other in Alliant Energys Condensed Consolidated Statements of Income
          for the three and six months ended June 30 were as follows (in millions):
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                          | Three Months | Six Months
|--------------------------------------------------------- | ------------ | ----------
|                                                          |             
|                                                          | 2004         | 2003      
|                                                          |             
|Interest income:                                         
|From loans to discontinued operations                     |              | $--       
|Other                                                     |              | (2        
|Valuation charges (income) from McLeod trading securities |              | 0         
|Gains on asset sales, net                                 |              | (0        
|Currency transaction (gains) losses, net                  |              | 0         
|Minority interest of subsidiaries' net earnings           |              | 0         
|Other                                                     |              | 2         
|                                                          |             
|                                                          |              | $1        
|                                                          |             

|15. | 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 June 30, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

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

|                                                             | Alliant Energy |           | Other Alliant |               | Consolidated
|------------------------------------------------------------ | -------------- | --------- | ------------- | ------------- | ------------
|                                                             | Parent         |           | Energy        | Consolidating | Alliant     
|                                                             | Company        | Resources | Subsidiaries  | Adjustments   | Energy      
|                                                             |               
|Three Months Ended June 30, 2004                             | (in thousands)
|Operating revenues:                                          |                |           |               |               |             
|Domestic utility:                                            |               
|Electric                                                     |                | $-        |               | $-            |             
|Gas                                                          |                | -         |               | -             |             
|Other                                                        |                | -         |               | -             |             
|Non-regulated                                                |                | -         |               | 98,188        |             
|                                                             |               
|                                                             |                | -         |               | 98,188        |             
|                                                             |               
|Operating expenses:                                          |               
|Domestic utility:                                            |               
|Electric production fuel and purchased power                 |                | -         |               | -             |             
|Cost of gas sold                                             |                | -         |               | -             |             
|Other operation and maintenance                              |                | -         |               | -             |             
|Non-regulated operation and maintenance                      |                | 858       |               | 91,211        |             
|Goodwill impairment charge                                   |                | -         |               | 42,853        |             
|Depreciation and amortization                                |                | 16        |               | 8,715         |             
|Taxes other than income taxes                                |                | 4         |               | 1,735         |             
|                                                             |               
|                                                             |                | 878       |               | 144,514       |             
|                                                             |               
|Operating income (loss)                                      |                | (878      | )             | (46,326       | )           
|                                                             |               
|Interest expense and other:                                  |               
|Interest expense                                             |                | 344       |               | 19,081        |             
|Equity (income) loss from unconsolidated investments         |                | -         |               | 314           |             
|Allowance for funds used during construction                 |                | -         |               | -             |             
|Preferred dividend requirements of subsidiaries              |                | -         |               | -             |             
|Interest income and other                                    |                | 12,560    |               | 2,622         |             
|                                                             |               
|                                                             |                | 12,904    |               | 22,017        |             
|                                                             |               
|Income (loss) before income taxes                            |                | (13,782   | )             | (68,343       | )           
|                                                             |               
|Income tax expense (benefit)                                 |                | (699      | )             | (16,632       | )           
|                                                             |               
|Net income (loss)                                            |                | ($13,083  | )             | ($51,711      | )           
|                                                             |               
|Three Months Ended June 30, 2003                             |               
|Operating revenues:                                          |               
|Domestic utility:                                            |               
|Electric                                                     |                | $-        |               | $-            |             
|Gas                                                          |                | -         |               | -             |             
|Other                                                        |                | -         |               | -             |             
|Non-regulated                                                |                | -         |               | 117,602       |             
|                                                             |               
|                                                             |                | -         |               | 117,602       |             
|                                                             |               
|Operating expenses:                                          |               
|Domestic utility:                                            |               
|Electric production fuel and purchased power                 |                | -         |               | -             |             
|Cost of gas sold                                             |                | -         |               | -             |             
|Other operation and maintenance                              |                | -         |               | -             |             
|Non-regulated operation and maintenance                      |                | 846       |               | 108,080       |             
|Depreciation and amortization                                |                | 10        |               | 8,836         |             
|Taxes other than income taxes                                |                | 3         |               | 1,673         |             
|                                                             |               
|                                                             |                | 859       |               | 118,589       |             
|                                                             |               
|Operating income (loss)                                      |                | (859      | )             | (987          | )           
|                                                             |               
|Interest expense and other:                                  |               
|Interest expense                                             |                | 2,637     |               | 26,864        |             
|Equity income from unconsolidated investments                |                | -         |               | (3,494        | )           
|Allowance for funds used during construction                 |                | -         |               | -             |             
|Preferred dividend requirements of subsidiaries              |                | -         |               | -             |             
|Interest income and other                                    |                | (40,875   | )             | (5,597        | )           
|                                                             |               
|                                                             |                | (38,238   | )             | 17,773        |             
|                                                             |               
|Income (loss) from continuing operations before income taxes |                | 37,379    |               | (18,760       | )           
|                                                             |               
|Income tax expense (benefit)                                 |                | 5,225     |               | (16,556       | )           
|                                                             |               
|Income (loss) from continuing operations                     |                | 32,154    |               | (2,204        | )           
|                                                             |               
|Income from discontinued operations, net of tax              |                | -         |               | 20,425        |             
|                                                             |               
|Net income                                                   |                | $32,154   |               | $18,221       |             
|                                                             |               

12

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

|                                                                  | Alliant Energy |           | Other Alliant |               | Consolidated
|----------------------------------------------------------------- | -------------- | --------- | ------------- | ------------- | ------------
|                                                                  | Parent         |           | Energy        | Consolidating | Alliant     
|                                                                  | Company        | Resources | Subsidiaries  | Adjustments   | Energy      
|                                                                  |               
|Six Months Ended June 30, 2004                                    | (in thousands)
|Operating revenues:                                               |                |           |               |               |             
|Domestic utility:                                                 |               
|Electric                                                          |                | $-        |               | $-            |             
|Gas                                                               |                | -         |               | -             |             
|Other                                                             |                | -         |               | -             |             
|Non-regulated                                                     |                | -         |               | 254,277       |             
|                                                                  |               
|                                                                  |                | -         |               | 254,277       |             
|                                                                  |               
|Operating expenses:                                               |               
|Domestic utility:                                                 |               
|Electric production fuel and purchased power                      |                | -         |               | -             |             
|Cost of gas sold                                                  |                | -         |               | -             |             
|Other operation and maintenance                                   |                | -         |               | -             |             
|Non-regulated operation and maintenance                           |                | 1,189     |               | 231,548       |             
|Goodwill impairment charge                                        |                | -         |               | 42,853        |             
|Depreciation and amortization                                     |                | 29        |               | 17,568        |             
|Taxes other than income taxes                                     |                | 3         |               | 3,839         |             
|                                                                  |               
|                                                                  |                | 1,221     |               | 295,808       |             
|                                                                  |               
|Operating income (loss)                                           |                | (1,221    | )             | (41,531       | )           
|                                                                  |               
|Interest expense and other:                                       |               
|Interest expense                                                  |                | 544       |               | 38,479        |             
|Loss on early extinguishment of debt                              |                | -         |               | 5,392         |             
|Equity income from unconsolidated investments                     |                | -         |               | (11,634       | )           
|Allowance for funds used during construction                      |                | -         |               | -             |             
|Preferred dividend requirements of subsidiaries                   |                | -         |               | -             |             
|Interest income and other                                         |                | (24,839   | )             | 3,079         |             
|                                                                  |               
|                                                                  |                | (24,295   | )             | 35,316        |             
|                                                                  |               
|Income (loss) before income taxes                                 |                | 23,074    |               | (76,847       | )           
|                                                                  |               
|Income tax expense (benefit)                                      |                | 2,090     |               | (29,055       | )           
|                                                                  |               
|Net income (loss)                                                 |                | $20,984   |               | ($47,792      | )           
|                                                                  |               
|Six Months Ended June 30, 2003                                    |               
|Operating revenues:                                               |               
|Domestic utility:                                                 |               
|Electric                                                          |                | $-        |               | $-            |             
|Gas                                                               |                | -         |               | -             |             
|Other                                                             |                | -         |               | -             |             
|Non-regulated                                                     |                | -         |               | 303,155       |             
|                                                                  |               
|                                                                  |                | -         |               | 303,155       |             
|                                                                  |               
|Operating expenses:                                               |               
|Domestic utility:                                                 |               
|Electric production fuel and purchased power                      |                | -         |               | -             |             
|Cost of gas sold                                                  |                | -         |               | -             |             
|Other operation and maintenance                                   |                | -         |               | -             |             
|Non-regulated operation and maintenance                           |                | 1,159     |               | 279,510       |             
|Depreciation and amortization                                     |                | 18        |               | 16,955        |             
|Taxes other than income taxes                                     |                | 5         |               | 3,401         |             
|                                                                  |               
|                                                                  |                | 1,182     |               | 299,866       |             
|                                                                  |               
|Operating income (loss)                                           |                | (1,182    | )             | 3,289         |             
|                                                                  |               
|Interest expense and other:                                       |               
|Interest expense                                                  |                | 6,537     |               | 53,714        |             
|Equity (income) loss from unconsolidated investments              |                | -         |               | 4,981         |             
|Allowance for funds used during construction                      |                | -         |               | -             |             
|Preferred dividend requirements of subsidiaries                   |                | -         |               | -             |             
|Interest income and other                                         |                | (48,785   | )             | (10,093       | )           
|                                                                  |               
|                                                                  |                | (42,248   | )             | 48,602        |             
|                                                                  |               
|Income (loss) from continuing operations before income taxes      |                | 41,066    |               | (45,313       | )           
|                                                                  |               
|Income tax expense (benefit)                                      |                | 9,390     |               | (32,438       | )           
|                                                                  |               
|Income (loss) from continuing operations                          |                | 31,676    |               | (12,875       | )           
|                                                                  |               
|Income from discontinued operations, net of tax                   |                | -         |               | 11,291        |             
|                                                                  |               
|Income (loss) before cumulative effect of changes in              |               
|accounting principles                                             |                | 31,676    |               | (1,584        | )           
|                                                                  |               
|Cumulative effect of changes in accounting principles, net of tax |                | -         |               | (5,983        | )           
|                                                                  |               
|Net income (loss)                                                 |                | $31,676   |               | ($7,567       | )           
|                                                                  |               

13

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

|                                                 | Alliant Energy |            | Other          |               | Consolidated
|------------------------------------------------ | -------------- | ---------- | -------------- | ------------- | ------------
|                                                 | Parent         |            | Alliant Energy | Consolidating | Alliant     
|ASSETS                                           | Company        | Resources  | Subsidiaries   | Adjustments   | Energy      
|                                                 |               
|Property, plant and equipment:                   | (in thousands)
|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                     |                | -          |                | 521,852       |             
|                                                 |               
|                                                 |                | -          |                | 521,852       |             
|                                                 |               
|Current assets:                                  |               
|Restricted cash                                  |                | -          |                | 4,926         |             
|Income tax refunds receivable                    |                | 29,746     |                | 19,533        |             
|Gas stored underground, at average cost          |                | -          |                | 885           |             
|Other                                            |                | 71,996     |                | 217,738       |             
|                                                 |               
|                                                 |                | 101,742    |                | 243,082       |             
|                                                 |               
|Investments:                                     |               
|Consolidated subsidiaries                        |                | 2,285,199  |                | -             |             
|Other                                            |                | 12,833     |                | 571,777       |             
|                                                 |               
|                                                 |                | 2,298,032  |                | 571,777       |             
|                                                 |               
|                                                 |               
|Deferred charges and other                       |                | 6,706      |                | 124,777       |             
|                                                 |               
|Total assets                                     |                | $2,406,480 |                | $1,461,488    |             
|                                                 |               
|CAPITALIZATION AND LIABILITIES                   |               
|Capitalization:                                  |               
|Common stock and additional paid-in capital      |                | $1,698,689 |                | $232,878      |             
|Retained earnings                                |                | 805,938    |                | 65,212        |             
|Accumulated other comprehensive loss             |                | (125,616   | )              | (88,303       | )           
|Shares in deferred compensation trust            |                | (7,465     | )              | -             |             
|                                                 |               
|Total common equity                              |                | 2,371,546  |                | 209,787       |             
|                                                 |               
|Cumulative preferred stock of subsidiaries, net  |                | -          |                | -             |             
|Long-term debt, net (excluding current portion)  |                | -          |                | 853,758       |             
|                                                 |               
|                                                 |                | 2,371,546  |                | 1,063,545     |             
|                                                 |               
|Current liabilities:                             |               
|Current maturities and sinking funds             |                | -          |                | 7,947         |             
|Other short-term borrowings                      |                | -          |                | 14,075        |             
|Other                                            |                | 35,185     |                | 141,527       |             
|                                                 |               
|                                                 |                | 35,185     |                | 163,549       |             
|                                                 |               
|                                                 |               
|Other long-term liabilities and deferred credits |                | (251       | )              | 179,854       |             
|                                                 |               
|                                                 |               
|Minority interest                                |                | -          |                | 54,540        |             
|                                                 |               
|Total capitalization and liabilities             |                | $2,406,480 |                | $1,461,488    |             
|                                                 |               

14

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:                   | (in thousands)
|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                     |                | -          |                | 517,598       |             
|                                                 |               
|                                                 |                | -          |                | 517,598       |             
|                                                 |               
|Current assets:                                  |               
|Restricted cash                                  |                | -          |                | 8,401         |             
|Income tax refunds receivable                    |                | 9,127      |                | 7,122         |             
|Gas stored underground, at average cost          |                | -          |                | 41,666        |             
|Other                                            |                | 46,813     |                | 275,834       |             
|                                                 |               
|                                                 |                | 55,940     |                | 333,023       |             
|                                                 |               
|Investments:                                     |               
|Consolidated subsidiaries                        |                | 2,324,030  |                | -             |             
|Other                                            |                | 12,422     |                | 567,965       |             
|                                                 |               
|                                                 |                | 2,336,452  |                | 567,965       |             
|                                                 |               
|                                                 |               
|Deferred charges and other                       |                | 4,146      |                | 174,614       |             
|                                                 |               
|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         |             
|Other short-term borrowings                      |                | -          |                | 21,495        |             
|Other                                            |                | 22,049     |                | 189,292       |             
|                                                 |               
|                                                 |                | 22,049     |                | 218,068       |             
|                                                 |               
|                                                 |               
|Other long-term liabilities and deferred credits |                | 3,175      |                | 171,866       |             
|                                                 |               
|                                                 |               
|Minority interest                                |                | -          |                | 52,542        |             
|                                                 |               
|Total capitalization and liabilities             |                | $2,396,538 |                | $1,593,200    |             
|                                                 |               

15

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

|                                                                 | Alliant Energy |           | Other          |               | Consolidated
|---------------------------------------------------------------- | -------------- | --------- | -------------- | ------------- | ------------
|                                                                 | Parent         |           | Alliant Energy | Consolidating | Alliant     
|                                                                 | Company        | Resources | Subsidiaries   | Adjustments   | Energy      
|                                                                 |               
|Six Months Ended June 30, 2004                                   | (in thousands)
|Net cash flows from operating activities                         |                | $11,885   |                | $8,755        |             
|                                                                 |               
|Cash flows used for financing activities:                        |               
|Common stock dividends                                           |                | (55,463   | )              | -             |             
|Proceeds from issuance of common stock                           |                | 50,703    |                | -             |             
|Proceeds from issuance of long-term debt                         |                | -         |                | 168           |             
|Reductions in long-term debt                                     |                | -         |                | (22,468       | )           
|Net change in commercial paper and other short-term borrowings   |                | 935       |                | (7,503        | )           
|Other                                                            |                | 166       |                | 3,357         |             
|                                                                 |               
|Net cash flows used for financing activities                     |                | (3,659    | )              | (26,446       | )           
|                                                                 |               
|Cash flows from (used for) investing activities:                 |               
|Construction and acquisition expenditures:                       |               
|Domestic utility business                                        |                | -         |                | -             |             
|Non-regulated businesses                                         |                | -         |                | (29,113       | )           
|Corporate Services                                               |                | -         |                | -             |             
|Proceeds from asset sales                                        |                | -         |                | 3,230         |             
|Other                                                            |                | 20,008    |                | (362          | )           
|                                                                 |               
|Net cash flows from (used for) investing activities              |                | 20,008    |                | (26,245       | )           
|                                                                 |               
|Net increase (decrease) in cash and temporary cash investments   |                | 28,234    |                | (43,936       | )           
|                                                                 |               
|Cash and temporary cash investments at beginning of period       |                | 35,776    |                | 144,361       |             
|                                                                 |               
|Cash and temporary cash investments at end of period             |                | $64,010   |                | $100,425      |             
|                                                                 |               
|Supplemental cash flows information:                             |               
|Cash paid (refunded) during the period for:                      |               
|Interest                                                         |                | $77       |                | $38,979       |             
|                                                                 |               
|Income taxes, net of refunds                                     |                | ($1,804   | )              | $11,246       |             
|                                                                 |               
|Noncash investing and financing activities:                      |               
|Capital lease obligations incurred                               |                | $-        |                | $-            |             
|                                                                 |               
|Six Months Ended June 30, 2003                                   |               
|Net cash flows from (used for) operating activities              |                | $21,622   |                | ($37,485      | )           
|                                                                 |               
|Cash flows from (used for) financing activities:                 |               
|Common stock dividends                                           |                | (46,165   | )              | -             |             
|Proceeds from issuance of common stock                           |                | 13,005    |                | -             |             
|Proceeds from issuance of long-term debt                         |                | -         |                | 60,000        |             
|Reductions in long-term debt                                     |                | -         |                | (2,061        | )           
|Net change in commercial paper and other short-term borrowings   |                | (13,362   | )              | (120,465      | )           
|Net change in loans with discontinued operations                 |                | -         |                | (25,181       | )           
|Other                                                            |                | (1,689    | )              | 406           |             
|                                                                 |               
|Net cash flows from (used for) financing activities              |                | (48,211   | )              | (87,301       | )           
|                                                                 |               
|Cash flows from (used for) investing activities:                 |               
|Construction and acquisition expenditures:                       |               
|Domestic utility business                                        |                | -         |                | -             |             
|Non-regulated businesses                                         |                | -         |                | (212,305      | )           
|Corporate Services and other                                     |                | (50       | )              | -             |             
|Proceeds from asset sales                                        |                | -         |                | 352,579       |             
|Other                                                            |                | 28,582    |                | (3,305        | )           
|                                                                 |               
|Net cash flows from (used for) investing activities              |                | 28,532    |                | 136,969       |             
|                                                                 |               
|Net increase (decrease) in cash and temporary cash investments   |                | 1,943     |                | 12,183        |             
|                                                                 |               
|Cash and temporary cash investments at beginning of period       |                | 4         |                | 47,236        |             
|                                                                 |               
|Cash and temporary cash investments at end of period             |                | $1,947    |                | $59,419       |             
|                                                                 |               
|Supplemental cash flows information:                             |               
|Cash paid (refunded) during the period for:                      |               
|Interest                                                         |                | $6,620    |                | $38,435       |             
|                                                                 |               
|Income taxes, net of refunds                                     |                | $13,890   |                | ($18,336      | )           
|                                                                 |               
|Noncash investing and financing activities:                      |               
|Debt repaid directly by buyer in the sale of Australian business |                | $-        |                | $127,595      |             
|                                                                 |               
|Capital lease obligations incurred                               |                | $-        |                | $-            |             
|                                                                 |               

16

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

|                                             | For the Three Months | For the Six Months
|-------------------------------------------- | -------------------- | ------------------
|                                             | Ended June 30,       | Ended June 30,    
|                                             | 2004                 | 2003              
|                                            
|                                             | (in thousands)      
|Operating revenues:                          |                      |                   
|Electric utility                             |                      | $239,909          
|Gas utility                                  |                      | 40,680            
|Steam and other                              |                      | 14,012            
|                                             |                     
|                                             |                      | 294,601           
|                                             |                     
|                                            
|Operating expenses:                          |                     
|Electric production fuel and purchased power |                      | 74,828            
|Cost of gas sold                             |                      | 25,942            
|Other operation and maintenance              |                      | 98,212            
|Depreciation and amortization                |                      | 47,455            
|Taxes other than income taxes                |                      | 14,692            
|                                             |                     
|                                             |                      | 261,129           
|                                             |                     
|                                            
|Operating income                             |                      | 33,472            
|                                             |                     
|                                            
|Interest expense and other:                  |                     
|Interest expense                             |                      | 16,493            
|Allowance for funds used during construction |                      | (4,629            
|Interest income and other                    |                      | (466              
|                                             |                     
|                                             |                      | 11,398            
|                                             |                     
|                                            
|Income before income taxes                   |                      | 22,074            
|                                             |                     
|                                            
|Income taxes                                 |                      | 9,607             
|                                             |                     
|                                            
|Net income                                   |                      | 12,467            
|                                             |                     
|                                            
|Preferred dividend requirements              |                      | 3,850             
|                                             |                     
|                                            
|Earnings available for common stock          |                      | $8,617            
|                                             |                     
|                                            

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

17

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

|                                                                  | June 30,       | December 31,
|----------------------------------------------------------------- | -------------- | ------------
|ASSETS                                                            | 2004           | 2003        
|                                                                 
|                                                                  | (in thousands)
|Property, plant and equipment:                                    |                |             
|Electric plant in service                                         |                | $4,141,389  
|Gas plant in service                                              |                | 351,382     
|Steam plant in service                                            |                | 60,212      
|Other plant in service                                            |                | 208,097     
|Accumulated depreciation                                          |                | (1,919,752  
|                                                                  |               
|Net plant                                                         |                | 2,841,328   
|Construction work in progress:                                    |               
|Emery generating facility                                         |                | 4,657       
|Other                                                             |                | 106,783     
|Other, less accumulated depreciation of $3,061 and $2,941         |                | 50,581      
|                                                                  |               
|                                                                  |                | 3,003,349   
|                                                                  |               
|                                                                 
|Current assets:                                                   |               
|Cash and temporary cash investments                               |                | 59          
|Accounts receivable:                                              |               
|Customer, less allowance for doubtful accounts of $932 and $1,262 |                | 30,951      
|Associated companies                                              |                | 5,025       
|Other, less allowance for doubtful accounts of $583 and $145      |                | 18,971      
|Income tax refunds receivable                                     |                | 21,241      
|Production fuel, at average cost                                  |                | 31,533      
|Materials and supplies, at average cost                           |                | 32,876      
|Gas stored underground, at average cost                           |                | 14,358      
|Regulatory assets                                                 |                | 30,881      
|Prepayments and other                                             |                | 8,646       
|                                                                  |               
|                                                                  |                | 194,541     
|                                                                  |               
|                                                                 
|Investments:                                                      |               
|Nuclear decommissioning trust funds                               |                | 154,635     
|Other                                                             |                | 14,611      
|                                                                  |               
|                                                                  |                | 169,246     
|                                                                  |               
|                                                                 
|Other assets:                                                     |               
|Regulatory assets                                                 |                | 245,414     
|Deferred charges and other                                        |                | 40,186      
|                                                                  |               
|                                                                  |                | 285,600     
|                                                                  |               
|                                                                 
|Total assets                                                      |                | $3,652,736  
|                                                                  |               
|                                                                 

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

18

INTERSTATE POWER
AND LIGHT COMPANYCONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED) (Continued)

|                                                               | June 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                                     |                                      | 696,232     
|Retained earnings                                              |                                      | 342,896     
|Accumulated other comprehensive loss                           |                                      | (17,078     
|                                                               |                                     
|Total common equity                                            |                                      | 1,055,477   
|                                                               |                                     
|Cumulative preferred stock                                     |                                      | 183,840     
|Long-term debt, net                                            |                                      | 937,602     
|                                                               |                                     
|                                                               |                                      | 2,176,919   
|                                                               |                                     
|                                                              
|Current liabilities:                                           |                                     
|Commercial paper                                               |                                      | 20,500      
|Accounts payable                                               |                                      | 101,252     
|Accounts payable to associated companies                       |                                      | 27,441      
|Accrued interest                                               |                                      | 16,467      
|Accrued taxes                                                  |                                      | 54,987      
|Other                                                          |                                      | 50,754      
|                                                               |                                     
|                                                               |                                      | 271,401     
|                                                               |                                     
|                                                              
|Other long-term liabilities and deferred credits:              |                                     
|Accumulated deferred income taxes                              |                                      | 378,551     
|Accumulated deferred investment tax credits                    |                                      | 25,867      
|Regulatory liabilities                                         |                                      | 416,073     
|Asset retirement obligations                                   |                                      | 163,338     
|Pension and other benefit obligations                          |                                      | 96,217      
|Other                                                          |                                      | 124,370     
|                                                               |                                     
|                                                               |                                      | 1,204,416   
|                                                               |                                     
|                                                              
|Total capitalization and liabilities                           |                                      | $3,652,736  
|                                                               |                                     
|                                                              

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

19

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

|                                                           | For the Six Months Ended June 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                                 |                                  
|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                             |                                  
|Principal payments under capital lease obligations         |                                  
|Other                                                      |                                  
|                                                           |                                  
|Net cash flows from (used for) 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.

20

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

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

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

| | In
the opinion of management, all adjustments, which are normal and recurring in nature,
necessary for a fair presentation of (a) the condensed consolidated results of operations
for the three and six months ended June 30, 2004 and 2003 (b) the condensed consolidated
financial position at June 30, 2004 and Dec. 31, 2003, and (c) the condensed consolidated
statements of cash flows for the six months ended June 30, 2004 and 2003 have been made.
Because of the seasonal nature of IP&Ls operations, results for the three and
six months ended June 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 six months ended June 30, 2004 and 2003, IP&L had no other
          comprehensive income, thus IP&Ls comprehensive income was equal to its
          earnings available for common stock for all periods.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|                                    | Electric       | Gas      | Other  | Total   
|----------------------------------- | -------------- | -------- | ------ | --------
|                                    |               
|                                    | (in thousands)
|Three Months Ended June 30, 2004   
|Operating revenues                  |                | $239,909 |        | $40,680 
|Operating income (loss)             |                | 33,679   |        | (2,268  
|Earnings available for common stock |                |          | 8,617  |         
|                                   
|Three Months Ended June 30, 2003    |               
|Operating revenues                  |                | $234,716 |        | $40,665 
|Operating income (loss)             |                | 29,071   |        | (3,261  
|Earnings available for common stock |                |          | 4,732  |         
|                                   
|Six Months Ended June 30, 2004      |               
|Operating revenues                  |                | $482,191 |        | $178,385
|Operating income                    |                | 57,226   |        | 7,310   
|Earnings available for common stock |                |          | 20,502 |         
|                                   
|Six Months Ended June 30, 2003      |               
|Operating revenues                  |                | $465,045 |        | $167,342
|Operating income                    |                | 67,101   |        | 12,182  
|Earnings available for common stock |                |          | 26,359 |         

21

|10. | The components of IP&Ls qualified pension benefits and other
          postretirement benefits costs for the three and six months ended June 30 were as
          follows (in thousands):
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                               | Qualified Pension Benefits | Other Postretirement Benefits
|------------------------------ | -------------------------- | -----------------------------
|                               |                           
|                               | 2004                       | 2003                         
|                               |                           
|Three months ended June 30:   
|Service cost                   |                            | $1,520                       
|Interest cost                  |                            | 3,181                        
|Expected return on plan assets |                            | (3,374                       
|Amortization of:               |                           
|Transition obligation (asset)  |                            | (52                          
|Prior service cost             |                            | 323                          
|Actuarial loss                 |                            | 501                          
|                               |                           
|                               |                            | $2,099                       
|                               |                           
|Six months ended June 30:      |                           
|Service cost                   |                            | $3,039                       
|Interest cost                  |                            | 6,362                        
|Expected return on plan assets |                            | (6,748                       
|Amortization of:               |                           
|Transition obligation (asset)  |                            | (104                         
|Prior service cost             |                            | 645                          
|Actuarial loss                 |                            | 1,002                        
|                               |                           
|                               |                            | $4,196                       
|                               |                           

| | The
pension benefits costs shown in the previous table represent only the pension benefits
costs for bargaining unit employees of IP&L covered under the bargaining unit pension
plans that are sponsored by IP&L. The pension benefits costs for IP&Ls
non-bargaining employees who are participants in other Alliant Energy plans were $0.8
million and $1.1 million for the three months ended June 30, 2004 and 2003, and $1.5
million and $2.2 million for the six months ended June 30, 2004 and 2003, respectively. In
addition, Corporate Services provides services to IP&L. The allocated pension benefits
costs associated with these services were $0.8 million and $0.7 million for the three
months ended June 30, 2004 and 2003, and $1.7 million and $1.5 million for the six months
ended June 30, 2004 and 2003, respectively. The other postretirement benefits costs shown
previously represent the allocated other postretirement benefits costs for all IP&L
plans. The allocated other postretirement benefits costs associated with Corporate
Services for IP&L were $0.6 million and $0.4 million for the three months ended June
30, 2004 and 2003, and $1.2 million and $0.8 million for the six months ended June 30,
2004 and 2003, respectively.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | IP&L
estimates that funding for the qualified pension and postretirement benefit plans for 2004
will be approximately $19 million and $12 million, of which $3 million and $6 million,
respectively, have been contributed through June 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 IP&Ls 2004
other postretirement benefits costs and accumulated projected benefit obligation are $1
million and $9 million, respectively.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

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

|                                              | For the Three Months | For the Six Months
|--------------------------------------------- | -------------------- | ------------------
|                                              | Ended June 30,       | Ended June 30,    
|                                              | 2004                 | 2003              
|                                             
|                                              | (in thousands)      
|Operating revenues:                           |                      |                   
|Electric utility                              |                      | $228,725          
|Gas utility                                   |                      | 38,268            
|Other                                         |                      | 3,716             
|                                              |                     
|                                              |                      | 270,709           
|                                              |                     
|                                             
|Operating expenses:                           |                     
|Electric production fuel and purchased power  |                      | 97,454            
|Cost of gas sold                              |                      | 22,422            
|Other operation and maintenance               |                      | 63,433            
|Depreciation and amortization                 |                      | 26,848            
|Taxes other than income taxes                 |                      | 9,256             
|                                              |                     
|                                              |                      | 219,413           
|                                              |                     
|                                             
|Operating income                              |                      | 51,296            
|                                              |                     
|                                             
|Interest expense and other:                   |                     
|Interest expense                              |                      | 7,967             
|Interest income                               |                      | (132              
|Equity income from unconsolidated investments |                      | (6,163            
|Allowance for funds used during construction  |                      | (1,127            
|                                              |                     
|                                              |                      | 545               
|                                              |                     
|                                             
|Income before income taxes                    |                      | 50,751            
|                                              |                     
|                                             
|Income taxes                                  |                      | 19,569            
|                                              |                     
|                                             
|Net income                                    |                      | 31,182            
|                                              |                     
|                                             
|Preferred dividend requirements               |                      | 828               
|                                              |                     
|                                             
|Earnings available for common stock           |                      | $30,354           
|                                              |                     
|                                             

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

23

WISCONSIN POWER AND
LIGHT COMPANYCONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

|                                                                    | June 30,       | December 31,
|------------------------------------------------------------------- | -------------- | ------------
|ASSETS                                                              | 2004           | 2003        
|                                                                   
|                                                                    | (in thousands)
|Property, plant and equipment:                                      |                |             
|Electric plant in service                                           |                | $2,059,785  
|Gas plant in service                                                |                | 309,657     
|Other plant in service                                              |                | 277,365     
|Accumulated depreciation                                            |                | (1,185,560  
|                                                                    |               
|Net plant                                                           |                | 1,461,247   
|Construction work in progress                                       |                | 80,257      
|Other, less accumulated depreciation of $301 for both periods       |                | 14,908      
|                                                                    |               
|                                                                    |                | 1,556,412   
|                                                                    |               
|                                                                   
|Current assets:                                                     |               
|Cash and temporary cash investments                                 |                | 56          
|Accounts receivable:                                                |               
|Customer, less allowance for doubtful accounts of $1,593 and $2,662 |                | 116,616     
|Other, less allowance for doubtful accounts of $63 and $422         |                | 24,668      
|Income tax refunds receivable                                       |                | 23,759      
|Production fuel, at average cost                                    |                | 16,354      
|Materials and supplies, at average cost                             |                | 26,770      
|Gas stored underground, at average cost                             |                | 18,201      
|Regulatory assets                                                   |                | 20,692      
|Prepaid gross receipts tax                                          |                | 31,527      
|Other                                                               |                | 11,909      
|                                                                    |               
|                                                                    |                | 290,552     
|                                                                    |               
|                                                                   
|Investments:                                                        |               
|Nuclear decommissioning trust funds                                 |                | 241,349     
|Investment in ATC and other                                         |                | 152,316     
|                                                                    |               
|                                                                    |                | 393,665     
|                                                                    |               
|                                                                   
|Other assets:                                                       |               
|Regulatory assets                                                   |                | 79,271      
|Deferred charges and other                                          |                | 171,360     
|                                                                    |               
|                                                                    |                | 250,631     
|                                                                    |               
|                                                                   
|Total assets                                                        |                | $2,491,260  
|                                                                    |               
|                                                                   

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

24

WISCONSIN POWER AND
LIGHT COMPANYCONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED) (Continued)

|                                                            | June 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                                           |                                      | 447,637     
|Accumulated other comprehensive loss                        |                                      | (20,235     
|                                                            |                                     
|Total common equity                                         |                                      | 1,019,283   
|                                                            |                                     
|Cumulative preferred stock                                  |                                      | 59,963      
|Long-term debt, net (excluding current portion)             |                                      | 336,469     
|                                                            |                                     
|                                                            |                                      | 1,415,715   
|                                                            |                                     
|                                                           
|Current liabilities:                                        |                                     
|Current maturities                                          |                                      | -           
|Variable rate demand bonds                                  |                                      | 55,100      
|Commercial paper                                            |                                      | 67,500      
|Accounts payable                                            |                                      | 59,513      
|Accounts payable to associated companies                    |                                      | 32,436      
|Regulatory liabilities                                      |                                      | 14,526      
|Other                                                       |                                      | 38,270      
|                                                            |                                     
|                                                            |                                      | 267,345     
|                                                            |                                     
|                                                           
|Other long-term liabilities and deferred credits:           |                                     
|Accumulated deferred income taxes                           |                                      | 220,670     
|Accumulated deferred investment tax credits                 |                                      | 20,682      
|Regulatory liabilities                                      |                                      | 233,202     
|Asset retirement obligations                                |                                      | 193,963     
|Pension and other benefit obligations                       |                                      | 62,761      
|Other                                                       |                                      | 76,922      
|                                                            |                                     
|                                                            |                                      | 808,200     
|                                                            |                                     
|                                                           
|Total capitalization and liabilities                        |                                      | $2,491,260  
|                                                            |                                     
|                                                           

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

25

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

|                                                           | For the Six Months Ended June 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                                |                                  
|Accounts payable                                           |                                  
|Accrued taxes                                              |                                  
|Other                                                      |                                  
|                                                           |                                  
|Net cash flows from operating activities                   |                                  
|                                                           |                                  
|                                                          
|Cash flows used for financing activities:                  |                                  
|Common stock dividends                                     |                                  
|Preferred stock dividends                                  |                                  
|Reductions in long-term debt                               |                                  
|Net change in commercial paper                             |                                  
|Other                                                      |                                  
|                                                           |                                  
|Net cash flows used for 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 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.

26

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

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

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

| | In
the opinion of management, all adjustments, which are normal and recurring in nature,
necessary for a fair presentation of (a) the condensed consolidated results of operations
for the three and six months ended June 30, 2004 and 2003 (b) the condensed consolidated
financial position at June 30, 2004 and Dec. 31, 2003, and (c) the condensed consolidated
statements of cash flows for the three months ended June 30, 2004 and 2003 have been made.
Because of the seasonal nature of WP&Ls operations, results for the three and
six months ended June 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. | WP&Ls comprehensive income, and the components of other comprehensive
          loss, net of taxes, for the three and six months ended June 30 were as follows
          (in thousands):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                | Three Months | Six Months
|--------------------------------------------------------------- | ------------ | ----------
|                                                                |             
|                                                                | 2004         | 2003      
|                                                                |             
|Earnings available for common stock                             |              | $30,354   
|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                                            |              | $30,354   
|                                                                |             

|3. | Certain financial information relating to WP&Ls significant business
          segments is as follows. Gas revenues included $5 million for both the three
          months ended June 30, 2004 and 2003, and $15 million and $22 million for the six
          months ended June 30, 2004 and 2003, respectively, for sales to the electric
          segment. All other intersegment revenues were not material to WP&Ls
          operations.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                    | Electric       | Gas      | Other  | Total   
|----------------------------------- | -------------- | -------- | ------ | --------
|                                    |               
|                                    | (in thousands)
|                                   
|Three Months Ended June 30, 2004   
|Operating revenues                  |                | $228,725 |        | $38,268 
|Operating income                    |                | 50,494   |        | 757     
|Earnings available for common stock |                |          | 30,354 |         
|                                   
|Three Months Ended June 30, 2003    |               
|Operating revenues                  |                | $209,392 |        | $35,727 
|Operating income (loss)             |                | 37,352   |        | (3,277  
|Earnings available for common stock |                |          | 19,025 |         
|                                   
|Six Months Ended June 30, 2004      |               
|Operating revenues                  |                | $454,349 |        | $149,432
|Operating income (loss)             |                | 73,350   |        | 18,574  
|Earnings available for common stock |                |          | 51,821 |         

27

|                                    | Electric       | Gas      | Other  | Total   
|----------------------------------- | -------------- | -------- | ------ | --------
|                                    |               
|                                    | (in thousands)
|Six Months Ended June 30, 2003     
|Operating revenues                  |                | $422,088 |        | $166,931
|Operating income (loss)             |                | 37,515   |        | 16,656  
|Earnings available for common stock |                |          | 28,312 |         

|10. | The components of WP&Ls qualified pension benefits and other
          postretirement benefits costs for the three and six months ended June 30 were as
          follows (in thousands):
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                               | Qualified Pension Benefits | Other Postretirement Benefits
|------------------------------ | -------------------------- | -----------------------------
|                               |                           
|                               | 2004                       | 2003                         
|                               |                           
|Three months ended June 30:   
|Service cost                   |                            | $1,271                       
|Interest cost                  |                            | 2,830                        
|Expected return on plan assets |                            | (4,014                       
|Amortization of:               |                           
|Transition obligation          |                            | --                           
|Prior service cost             |                            | 161                          
|Actuarial loss                 |                            | 721                          
|                               |                           
|                               |                            | $969                         
|                               |                           
|Six months ended June 30:      |                           
|Service cost                   |                            | $2,487                       
|Interest cost                  |                            | 5,567                        
|Expected return on plan assets |                            | (7,875                       
|Amortization of:               |                           
|Transition obligation          |                            | --                           
|Prior service cost             |                            | 264                          
|Actuarial loss                 |                            | 1,551                        
|                               |                           
|                               |                            | $1,994                       
|                               |                           

| | The
pension benefits costs shown in the previous table represent only the pension benefits
costs for bargaining unit employees of WP&L covered under the bargaining unit pension
plan that is sponsored by WP&L. The pension benefits costs for WP&Ls
non-bargaining employees who are participants in other Alliant Energy plans were $0.2
million and $0.4 million for the three months ended June 30, 2004 and 2003, and $0.3
million and $0.9 million for the six months ended June 30, 2004 and 2003, respectively. In
addition, Corporate Services provides services to WP&L. The allocated pension benefits
costs associated with these services were $0.6 million and $0.5 million for the three
months ended June 30, 2004 and 2003, and $1.1 million and $1.0 million for the six months
ended June 30, 2004 and 2003, respectively. The other postretirement benefits costs shown
previously represent the allocated other postretirement benefits costs for all WP&L
plans. The allocated other postretirement benefits costs associated with Corporate
Services for WP&L were $0.4 million and $0.2 million for the three months ended June
30, 2004 and 2003, and $0.8 million and $0.5 million for the six months ended June 30,
2004 and 2003, respectively.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | WP&L
estimates that funding for the qualified pension and postretirement benefit plans for 2004
will be approximately $0 and $4 million, respectively, of which $2 million has been
contributed to the postretirement benefit plans as of June 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 WP&Ls 2004
other postretirement benefits costs and accumulated projected benefit obligation are $1
million and $7 million, respectively.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

28

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

The primary first tier subsidiaries
of Alliant Energy include: IP&L, WP&L, Resources and Corporate Services. Among
various other regulatory constraints, Alliant Energy is operating as a registered public
utility holding company subject to the limitations imposed by PUHCA. This MD&A
includes information relating to Alliant Energy, IP&L and WP&L (as well as
Resources and Corporate Services). Where appropriate, information relating to a specific
entity has been segregated and labeled as such. The following discussion and analysis
should be read in conjunction with the Condensed Consolidated Financial Statements and
Notes to Condensed Consolidated Financial Statements included in this report as well as
the financial statements, notes and MD&A included in Alliant Energys,
IP&Ls and WP&L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, the ability to obtain adequate and timely rate relief to allow for, among other
things, the recovery of operating costs and the earning of reasonable rates of return in
current and future rate proceedings, as well as 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 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; improved results from Alliant Energys Brazil investments in
2004 compared to prior years; improved results from Alliant Energys other
non-regulated businesses as a whole, including successful resolution of the development of
Alliant Energys Laguna del Mar project in Mexico and recovery of the loan receivable
related thereto; 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 report the businesses it is in the
process of divesting within its Integrated Services business unit as assets held for sale
and discontinued operations in the second half of 2004 and to divest these businesses in a
timely fashion; 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 recent activities of Alliant Energys domestic utility
generation plan:

|o |  | IP&L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.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

29

|o |  | Alliant Energy continues to make steady progress related to acquiring regulatory approvals
for the 300 MW, simple-cycle, natural gas-fired generating facility to be constructed near
Sheboygan Falls, Wisconsin. Resources Non-regulated Generation business began
construction of the generating facility in early August 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 WP&L whereby WP&L would operate and maintain the
facility as well as purchase the power generated by the facility. The facility is expected
to cost approximately $155 million, of which $80 million had already been expended as of
June 30, 2004. The proposed structure is still subject to final PSCW approval.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | WP&L is reviewing the bids it received earlier this year for adding 100 MW of wind
generation in one or more locations in Wisconsin in 2005. Moving forward with this
component of the generation plan is contingent upon a renewal of the federal renewable
energy production tax credit.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | In May 2004, Alliant Energy announced WP&L 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, WP&L expects significant
increases in electric supply are likely to be needed to offset rising energy demand by
2010.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 announced in
July 2004 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.
|- |  | ------------------------------------------------------------------------------------------------

Alliant Energy is in the early stages
of developing its divestiture plan for these businesses and intends to complete the
divestitures within a year and expects the results of these businesses will qualify for
reporting as assets held for sale and discontinued operations in the third or fourth
quarter of 2004. Alliant Energy intends to apply any proceeds from the divestiture of
these businesses toward debt reduction at Resources. The net income (loss) from these
businesses included in Alliant Energys consolidated income (loss) from continuing
operations were ($46.1) million and ($0.9) million for the three months ended June 30,
2004 and 2003, and ($48.3) million and $1.3 million for the six months ended June 30, 2004
and 2003, respectively. Both the three and six months ended June 30, 2004 included ($40.3)
million of SFAS 142 after-tax non-cash goodwill impairment charges. Refer to Note 13 of
Alliant Energys Notes to Condensed Consolidated Financial Statements for
additional information regarding the goodwill impairment charges.

30

# RATES AND REGULATORY
MATTERS

A summary of the regulatory
environment is included in the combined Form 10-K filed by Alliant Energy, IP&L and
WP&L 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
|            
|WP&L:        |          |         |          
|2003 retail  |          | E/G/W   |          
|2004 retail  |          | E/G/W   |          
|Wholesale    |          | E       |          
|Wholesale    |          | E       |          
|South Beloit |         
|retail - IL  |          | G/W     |          
|2004 retail  |         
|(fuel-only)  |          | E       |          
|IP&L:        |         
|IA retail    |          | E       |          
|IA retail    |          | G       |          
|IA retail    |          | E       |          
|MN retail    |          | E       |          

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

|(3) |  | The
regulatory process in Wisconsin enables                WP&L to adjust its request,
either up or down, in response to fuel cost                changes since the interim
order. WP&L has experienced modest increases in                its fuel and
purchased-power costs since the interim order was issued. WP&L
               continues to monitor these costs and will update the record in the rate
               proceeding as allowed.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | IP&L 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 IP&L, the Iowa
               Office of Consumer Advocate, and certain other customers and/or customer groups.
               The parties agreed to an increase in IP&L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 in 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 IP&Ls Emery plant, which is a large component of IP&Ls
retail Iowa electric rate case filed in March 2004, a significant portion of the rate
increases included in the previous table reflect the recovery of increased costs incurred
by IP&L and WP&L, or costs they expect to incur. Thus, the increase in revenues
related to these rate increases have not resulted or are not expected to result in a
corresponding increase in net income.

In March 2004, a new ratemaking law
was enacted 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. IP&L 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.

31

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

|                                                  | 2004* | 2003*     
|------------------------------------------------- | ----- | ----------
|                                                  |      
|Continuing operations:                            |       | Net Income
|                                                  |      
|Domestic utility                                  |       | $38       
|Non-regulated (Resources)                         |       | (51       
|Alliant Energy parent and other (primarily taxes, |      
|interest and administrative and general)          |       | (0        
|Effect of additional shares outstanding           |       |           
|                                                  |      
|Income (loss) from continuing operations          |       | (13       
|Income from discontinued operations               |       | --        
|                                                  |      
|Net income (loss)                                 |       | ($13      
|                                                  |      

|* |  | The 2004 and 2003 EPS amounts 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.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The increase in domestic utility
income from continuing operations was primarily due to higher electric and gas margins.
The decline in Alliant Energys non-regulated results from continuing operations was
primarily due to a SFAS 142 after-tax non-cash goodwill impairment charge of $40 million
in the second quarter of 2004 and lower results from its International and Integrated
Services business units, partially offset by an $8 million reduction in interest expense
resulting from Alliant Energys continuing debt reduction program.

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

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $155,481 
|Commercial                   |                    | 103,464  
|Industrial                   |                    | 151,894  
|                             |                    |          
|Total from retail customers  |                    | 410,839  
|Sales for resale             |                    | 45,308   
|Other                        |                    | 12,487   
|                             |                    |          
|Total revenues/sales         |                    | 468,634  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 172,282  
|                             |                    |          
|Margin                       |                    | $296,352 
|                             |                    |          

32

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

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $332,766 
|Commercial                   |                    | 198,969  
|Industrial                   |                    | 285,595  
|                             |                    |          
|Total from retail customers  |                    | 817,330  
|Sales for resale             |                    | 94,782   
|Other                        |                    | 24,428   
|                             |                    |          
|Total revenues/sales         |                    | 936,540  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 370,333  
|                             |                    |          
|Margin                       |                    | $566,207 
|                             |                    |          

Electric margins increased $22.3
million, or 8%, and $45.4 million, or 9%, for the three- and six-month periods,
respectively, primarily due to the impact of various rate increases implemented in 2003
and 2004 and an increase in retail sales resulting from continued customer and other sales
growth of 3% and 2%, respectively. The six-month increase was also due to the impact on
the comparison of a significant under-recovery of purchased-power and fuel costs at
WP&L in the first quarter of 2003, partially offset by the impact of seasonal rates at
WP&L, implemented for the first time in April 2003. Electric margins in 2004 were also
negatively impacted by higher than anticipated purchased-power and fuel costs at WP&L.
WP&L filed a fuel-only rate case in the first quarter of 2004 and an interim rate
increase of approximately $16 million was implemented in late March 2004. Weather had a
modest downward impact on electric margins for the three- and six-month periods in 2004
and 2003.

In April 2003, WP&L implemented
seasonal electric rates that are designed to result in higher rates for the peak demand
period from June 1 through Sept. 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 six-months ended June 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 June 30 were as follows (in thousands):

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $41,974  
|Commercial           |                    | 21,606   
|Industrial           |                    | 5,510    
|Transportation/other |                    | 9,858    
|                     |                    |          
|Total revenues/sales |                    | 78,948   
|                     |                    |          
|Cost of gas sold     |                    | 48,364   
|                     |                    |          
|Margin               |                    | $30,584  
|                     |                    |          

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

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $187,373 
|Commercial           |                    | 98,889   
|Industrial           |                    | 16,983   
|Transportation/other |                    | 24,572   
|                     |                    |          
|Total revenues/sales |                    | 327,817  
|                     |                    |          
|Cost of gas sold     |                    | 233,079  
|                     |                    |          
|Margin               |                    | $94,738  
|                     |                    |          

33

Gas margins increased $3.9 million,
or 15%, and decreased $1.5 million, or 2%, for the three- and six-month periods,
respectively. The three-month increase was primarily due to a $2 million rate refund
reserve recorded in the second quarter of 2003 at IP&L and improved results of $1
million from WP&Ls performance-based commodity cost recovery program (benefits
are shared by ratepayers and shareowners). The six-month decrease was primarily due to
lower sales, which were partially due to milder weather conditions in the first quarter of
2004 compared with the same period in 2003, primarily offset by improved results of $3
million from WP&Ls performance-based commodity cost recovery program.

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 $5.1 million
and $9.1 million for the three- and six-month periods, respectively, due to lower
construction management revenues from WindConnect due to the current uncertainty
regarding extension of the federal renewable energy production tax credit. The decrease
was largely offset by lower other operation and maintenance expenses related to the
WindConnect program.

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

|                              | Three Months | Six Months
|----------------------------- | ------------ | ----------
|                              |             
|                              | 2004         | 2003      
|                              |             
|Integrated Services:          |              |           
|Businesses divesting          |              | $28,620   
|Other                         |              | 28,116    
|International                 |              | 29,625    
|Non-regulated Generation      |              | 3,618     
|Other (includes eliminations) |              | 6,849     
|                              |             
|                              |              | $96,828   
|                              |             

The decreased Integrated Services
revenues for the three- and six-month periods were primarily due to decreased gas revenues
at Alliant Energys natural gas marketing business, NGE, including reduced sales
opportunities as a result of less volatility in gas prices and higher sales to electric
generating facilities used during peak demand in the second quarter of 2003. The increased
International revenues for the three- and six-month periods were primarily due to the
acquisition of an additional combined heat and power facility in China in the second
quarter of 2003 and increased production at its generating facilities in China.

Other Operating Expenses
Other operation and maintenance expense for the domestic utilities decreased
$15.8 million and $8.6 million for the three- and six-month periods, respectively,
primarily due to the impact at WP&L of a planned refueling outage at Kewaunee in the
second quarter of 2003 (there was no such outage in 2004), lower expenses for
WindConnect and decreases in transmission and distribution costs. These items were
partially offset by increases in employee and retiree benefits (comprised of compensation,
medical and pension costs).

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

|                              | Three Months | Six Months
|----------------------------- | ------------ | ----------
|                              |             
|                              | 2004         | 2003      
|                              |             
|Integrated Services:          |              |           
|Businesses divesting          |              | $31,914   
|Other                         |              | 23,327    
|International                 |              | 26,684    
|Non-regulated Generation      |              | 1,373     
|Other (includes eliminations) |              | 7,411     
|                              |             
|                              |              | $90,709   
|                              |             

34

The Integrated Services and
International variances for the three- and six-month periods were largely driven by the
same factors impacting the revenue variances discussed previously. The International
increase for the three- and six-month periods was also impacted by higher coal and related
costs for its generating facilities in China. Refer to Other Matters  Other
Future Considerations  China for additional discussion.

The goodwill impairment charge in the
second quarter of 2004 was a SFAS 142 pre-tax non-cash charge Alliant Energy recorded to
write-off $43 million of the $44 million of goodwill on the balance sheets of the
Integrated Services businesses Alliant Energy intends to divest. Refer to Note 13 of
Alliant Energys Notes to Condensed Consolidated Financial Statements for
further details. Depreciation and amortization expense increased $6.8 million and $12.2
million for the three- and six-month periods, respectively, primarily due to utility
property additions, including the Emery plant. Taxes other than income taxes increased
$4.9 million and $5.1 million for the three- and six-month periods, respectively,
primarily due to increased gross receipts and property taxes.

Interest Expense and Other
Interest expense decreased$11.2 million and $22.2 million for the
three- and six-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, and credit facility fees incurred at Resources in 2003. The impact of additional
equity issued during the last 12 months and various debt refinancings also contributed to
the decrease.

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

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

|                                                   | Three Months | Six Months
|-------------------------------------------------- | ------------ | ----------
|                                                   |             
|                                                   | 2004         | 2003      
|                                                   |             
|Brazil                                             |              | ($2,123   
|American Transmission Company LLC                  |              | (4,437    
|New Zealand                                        |              | (1,054    
|Wisconsin River Power Company                      |              | (1,726    
|Alliant Energy Synfuel LLC (excludes tax benefits) |              | 4,933     
|Other                                              |              | (1,378    
|                                                   |             
|                                                   |              | ($5,785   
|                                                   |             

The lower equity income from Alliant
Enegys Brazil investments for the three-month period was primarily due to the impact
of foreign currency transaction gains (losses) of ($1.0) million and $2.5 million recorded
in the second quarters of 2004 and 2003, respectively, and higher operating,
litigation-related and interest expenses at the Brazilian operating companies. These items
were partially offset by the impact of rate increases implemented at the Brazilian
operating companies. The higher equity income from the Brazil investments for the
six-month period was primarily due to rate increases implemented at the Brazilian
operating companies and 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, partially offset by the reasons described previously for the
three-month decrease. The increased equity income from New Zealand for the six-month
period was primarily due to higher electric margins resulting from higher energy prices.

Allowance for funds used during
construction (AFUDC) increased $1.2 million and $4.4 million for the three- and six-month
periods, respectively, primarily due to construction of the Emery plant.

Interest income and other decreased
$6.8 million and $11.4 million for the three- and six-month periods, respectively, largely
due to lower foreign currency transaction gains/losses, lower non-cash valuation
adjustments related to Alliant Energys McLeod trading securities, gains from sales
of modest investments in New Zealand in the second quarter of 2003 and lower interest
income. The lower interest income for the six-month period was primarily due to the
elimination of loans to discontinued operations due to asset sales during 2003. Refer to
Note 14 of Alliant Energys Notes to Condensed Consolidated Financial
Statements for further details.

Income Taxes The
effective income tax rates were 47.1% for the six-month period ended June 30, 2004,
compared with 28.4% and 29.4% for the three- and six-month periods, respectively, ended
June 30, 2003. The effective tax rate for the three-month period ended June 30, 2004 is
not meaningful given the insignificant amount of pre-tax loss from continuing operations
in such period. The 2004 three- and six-month income taxes were negatively impacted by the
tax treatment related to the goodwill impairment charge recorded in the second quarter.
Refer to Note 4 of Alliant Energys Notes to Condensed Consolidated Financial
Statements for further details.

35

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 Integrated Services,
respectively.

# IP&L RESULTS OF
OPERATIONS

Overview  Second Quarter
Results  Earnings available for common stock increased $3.9 million,
primarily due to higher electric margins partially offset by increased other operating
expenses.

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

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $79,412  
|Commercial                   |                    | 59,079   
|Industrial                   |                    | 83,107   
|                             |                    |          
|Total from retail customers  |                    | 221,598  
|Sales for resale             |                    | 10,878   
|Other                        |                    | 7,433    
|                             |                    |          
|Total revenues/sales         |                    | 239,909  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 74,828   
|                             |                    |          
|Margin                       |                    | $165,081 
|                             |                    |          

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

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $173,142 
|Commercial                   |                    | 113,671  
|Industrial                   |                    | 160,289  
|                             |                    |          
|Total from retail customers  |                    | 447,102  
|Sales for resale             |                    | 20,730   
|Other                        |                    | 14,359   
|                             |                    |          
|Total revenues/sales         |                    | 482,191  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 160,585  
|                             |                    |          
|Margin                       |                    | $321,606 
|                             |                    |          

Electric margins increased $15.7
million, or 11%, and $14.6 million, or 5%, for the three- and six-month periods,
respectively, primarily due to the impact of various rate increases implemented in 2003
and 2004, including increased revenues to recover a significant portion of IP&Ls
increased operating expenses, increased retail sales resulting from continued customer and
other sales growth and lower purchased-power capacity costs. Weather had a modest downward
impact on electric margins for the three- and six-month periods in 2004 and 2003.

36

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

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $22,575  
|Commercial           |                    | 11,247   
|Industrial           |                    | 4,471    
|Transportation/other |                    | 2,387    
|                     |                    |          
|Total revenues/sales |                    | 40,680   
|                     |                    |          
|Cost of gas sold     |                    | 25,942   
|                     |                    |          
|Margin               |                    | $14,738  
|                     |                    |          

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

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $105,797 
|Commercial           |                    | 55,440   
|Industrial           |                    | 12,070   
|Transportation/other |                    | 5,078    
|                     |                    |          
|Total revenues/sales |                    | 178,385  
|                     |                    |          
|Cost of gas sold     |                    | 133,234  
|                     |                    |          
|Margin               |                    | $45,151  
|                     |                    |          

Gas margin increased $1.3 million, or
10%, and decreased $3.2 million, or 7%, for the three- and six-month periods,
respectively. The three-month increase was primarily due to a $2 million rate refund
reserve recorded in the second quarter of 2003. The six-month decrease was primarily due
to lower sales, which were partially due to slightly milder weather in the first quarter
of 2004 compared to the same period in 2003.

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

Steam and Other Revenues
 Steam and other revenues decreased $2.6 million for the six-month period
primarily due to lower construction management revenues from WindConnect, due to the
current uncertainty regarding extension of the federal renewable energy production tax
credit. The decrease was largely offset by lower other operation and maintenance expenses
related to IP&Ls WindConnect program.

Other Operating Expenses
 Other operation and maintenance expenses increased $1.4 million and $4.9
million for the three- and six-month periods, respectively, primarily due to increases in
employee and retiree benefits (comprised of compensation, medical and pension costs),
partially offset by lower transmission and distribution costs. The six-month increase was
also partially offset by lower expenses for WindConnect. Depreciation and
amortization expense increased $6.5 million and $13.3 million for the three- and six-month
periods, respectively, primarily due to property additions, including the Emery plant.

Interest Expense and Other
 AFUDC increased $1.1 million and $4.8 million for the three- and six-month
periods, respectively, due to construction of the Emery plant.

Income Taxes  The
effective income tax rates were 43.5% and 42.3% for the three- and six-month periods ended
June 30, 2004, respectively, compared with 40.8% and 39.6% for the same periods last year.
The increases for the three- and six-month periods were primarily due to increases in
property-related temporary differences for which deferred tax expense is not recorded
pursuant to rate making principles. The six-month increase was also due to a decrease in
the Alliant Energy tax benefit allocated to IP&L pursuant to the provisions of PUHCA.

# WP&L RESULTS OF
OPERATIONS

Overview  Second Quarter
Results  Earnings available for common stock increased $11.3 million,
primarily due to lower other operating expenses and higher electric and gas margins.

37

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

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $76,069  
|Commercial                   |                    | 44,385   
|Industrial                   |                    | 68,787   
|                             |                    |          
|Total from retail customers  |                    | 189,241  
|Sales for resale             |                    | 34,430   
|Other                        |                    | 5,054    
|                             |                    |          
|Total revenues/sales         |                    | 228,725  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 97,454   
|                             |                    |          
|Margin                       |                    | $131,271 
|                             |                    |          

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

|                             | Revenues and Costs | MWhs Sold
|---------------------------- | ------------------ | ---------
|                             |                   
|                             | 2004               | 2003     
|                             |                   
|Residential                  |                    | $159,624 
|Commercial                   |                    | 85,298   
|Industrial                   |                    | 125,306  
|                             |                    |          
|Total from retail customers  |                    | 370,228  
|Sales for resale             |                    | 74,052   
|Other                        |                    | 10,069   
|                             |                    |          
|Total revenues/sales         |                    | 454,349  
|                             |                    |          
|Electric production fuel and |                   
|purchased-power expense      |                    | 209,748  
|                             |                    |          
|Margin                       |                    | $244,601 
|                             |                    |          

Electric margins increased $6.6
million, or 5%, and $30.8 million, or 14%, for the three- and six-month periods,
respectively, primarily due to the implementation of rate increases in 2003 and 2004 and
increased retail sales resulting from continued customer and other sales growth. The
six-month increase was also due to the impact on the comparison of a significant
under-recovery of purchased-power and fuel costs in the first quarter of 2003, partially
offset by the impact of implementing seasonal rates in 2003. Electric margins in 2004 were
also negatively impacted by higher than anticipated fuel and purchased-power costs.
WP&L filed a fuel-only rate case in the first quarter of 2004 and an interim rate
increase of approximately $16 million was implemented in late March 2004. Weather had a
modest downward impact on electric margins for the three- and six-month periods in 2004
and 2003. Refer to Alliant Energy Results of Operations for further discussion
of seasonal electric rates.

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

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $19,399  
|Commercial           |                    | 10,359   
|Industrial           |                    | 1,039    
|Transportation/other |                    | 7,471    
|                     |                    |          
|Total revenues/sales |                    | 38,268   
|                     |                    |          
|Cost of gas sold     |                    | 22,422   
|                     |                    |          
|Margin               |                    | $15,846  
|                     |                    |          

38

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

|                     | Revenues and Costs | Dths Sold
|-------------------- | ------------------ | ---------
|                     |                   
|                     | 2004               | 2003     
|                     |                   
|Residential          |                    | $81,576  
|Commercial           |                    | 43,449   
|Industrial           |                    | 4,913    
|Transportation/other |                    | 19,494   
|                     |                    |          
|Total revenues/sales |                    | 149,432  
|                     |                    |          
|Cost of gas sold     |                    | 99,845   
|                     |                    |          
|Margin               |                    | $49,587  
|                     |                    |          

Gas margins increased $2.6 million,
or 20%, and $1.7 million, or 4%, for the three- and six-month periods, respectively,
primarily due to improved results of $1 million and $3 million, respectively, from
WP&Ls performance-based commodity cost recovery program (benefits are shared by
ratepayers and shareowners). The six-month increase was partially offset by lower sales,
due to milder weather conditions in the first quarter of 2004 compared with the same
period in 2003.

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

Other Revenues Other revenues decreased $6.0 million and $6.4 million for the three- and six-month
periods, respectively, primarily due to lower construction management revenues from
WindConnect due to the current uncertainty regarding extension of the federal
renewable energy production tax credit. The decrease was largely offset by lower other
operation and maintenance expenses related to WP&Ls WindConnect program.

Other Operating Expenses
 Other operation and maintenance expenses decreased $15.4 million and $11.8
million for the three- and six-month periods, respectively, primarily due to the impact of
a planned refueling outage at Kewaunee in the second quarter of 2003 (there was no such
outage in 2004), lower expenses for WindConnect and decreases in the amortization of
deferred costs recovered in rates. These items were partially offset by increases in
employee and retiree benefits (comprised of compensation, medical and pension costs).
Taxes other than income taxes increased $2.5 million and $3.1 million for the three- and
six-month periods, respectively, primarily due to increased gross receipts taxes.

Interest Expense and Other
 Interest expense decreased $2.5 million and $3.8 million for the three- and
six-month periods, respectively, primarily due to lower average borrowings.

Income Taxes The
effective income tax rates were 38.6% and 38.4% for the three- and six-month periods ended
June 30, 2004, respectively, compared with 37.9% and 34.7%, respectively, for the same
periods last year. The increase for the six-month period was primarily due to a decrease
in the Alliant Energy tax benefit allocated to WP&L pursuant to the provisions of
PUHCA.

# LIQUIDITY AND CAPITAL
RESOURCES

Cash Flows for the Six-Month
Periods Selected information from Alliant Energys, IP&Ls
and WP&Ls respective Condensed Consolidated Statements of Cash Flows for the six
months ended June 30 was as follows (in thousands):

|                            | Alliant Energy | IP&L     | WP&L
|--------------------------- | -------------- | -------- | ----
|                            |               
|Cash flows from (used for): |                | 2004     |     
|                            |               
|Operating activities        |                | $272,282 |     
|Financing activities        |                | (20,828  | )   
|Investing activities        |                | (304,610 | )   

Alliant Energys cash flows from
operating activities increased $52 million, primarily due to higher net income at WP&L
and changes in working capital, including lower gas storage balances and timing of
collections and payables, partially offset by changes in the level of accounts receivable
sold; cash flows used for financing activities increased $30 million, primarily due to
changes in the amount of debt issued and retired, partially offset by proceeds from
Alliant Energys continuous equity offering program in the second quarter of 2004;
and cash flows used for investing activities increased $79 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. IP&Ls cash flows used
for financing activities increased $100 million, primarily due to changes in the amount of
debt issued and retired, partially offset by capital contributions of $50 million from
Alliant Energy; and cash flows used for investing activities decreased $101 million,
primarily due to lower construction and acquisition expenditures associated with the
construction of the Emery plant. WP&Ls cash flows from operating activities
increased $14 million, primarily due to higher net income and changes in working capital;
cash flows used for financing activities increased $20 million due to higher common stock
dividends and net changes in the amount of debt issued and retired; and cash flows used
for investing activities increased $12 million, primarily due to increased levels of
construction expenditures.

39

Certain Regulatory
Approvals/Requirements  PUHCA  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 June 30, 2004, as computed under this requirement,
was 46.9%.

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

Shelf Registrations
 In 2004, Alliant Energy, IP&L and WP&L each filed separate shelf
registrations with the SEC. Alliant Energys shelf registration became effective in
April 2004 and 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. IP&Ls shelf registration became effective in April 2004 and allows
IP&L 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.
WP&Ls shelf registration became effective in April 2004 and allows WP&L
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, IP&L
and WP&L had $254 million, $85 million and $50 million remaining available under their
respective shelf registrations at August 5, 2004.

Cash and Temporary Cash
Investments  As of June 30, 2004, Alliant Energy and its subsidiaries had
approximately $189 million of cash and temporary cash investments, of which approximately
$73 million consisted of deposits in foreign bank accounts. Due to Alliant Energy electing
permanent reinvestment of earnings for federal income tax purposes for certain foreign
subsidiaries within its China business platform, a majority of the cash held in foreign banks cannot be repatriated
without material tax obligations. Alliant Energy plans to use a portion of this cash held
in foreign bank accounts to invest in future capital projects in China.

Sale of Accounts Receivable
 Refer to Note 11 of Alliant Energys Notes to Condensed Consolidated
Financial Statements for information on WP&L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 June 30, 2004 was as follows (dollars in
millions):

|                                    | Alliant    | Parent  |            |       
|----------------------------------- | ---------- | ------- | ---------- | ------
|Commercial paper:                   | Energy     | Company | IP&L       | WP&L  
|                                    |           
|Amount outstanding                  | $88.0      | $--     | $20.5      | $67.5 
|Weighted average maturity           | 7 days     | N/A     | 9 days     | 6 days
|Discount rates                      | 1.43-1.50% | N/A     | 1.43-1.45% | 1.50% 
|Available capacity under facilities
|in effect at June 30, 2004          | $562.0     | $200.0  | $229.5     | $132.5

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 IP&L and $250
million for WP&L), 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 IP&L and WP&L 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 still being subject to various state and federal regulatory approvals given the
term is longer than a 364-day facility. With the exception of the consolidated net worth
covenant, which has been removed, the new credit facility agreements contain similar
covenants as the former credit facility agreements, including the following:

40

|                                   | Covenant      | Status at    
|---------------------------------- | ------------- | -------------
|Covenant Description               | Requirement   | June 30, 2004
|                                  
|Alliant Energy:                    |               |              
|Consolidated debt-to-capital ratio | Less than 65% | 48.4%        
|EBITDA interest coverage ratio (*) | At least 2.5x | 4.0x         
|IP&L debt-to-capital ratio         | Less than 58% | 47.2%        
|WP&L debt-to-capital ratio         | Less than 58% | 30.2%        

|(*) | 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, IP&Ls and WP&L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 August 2004, WP&L 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. IP&L 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 the Emery
plant and for general corporate purposes. All of these long-term debt issuances were
executed in connection with WP&Ls and IP&Ls respective shelf
registrations discussed previously. In February 2004, Resources retired $10.0 million of
its 9.75% senior notes and $9.5 million of its 7% senior notes, incurring approximately
$0.03 per share of debt repayment premiums.

Common Equity
  In connection with Alliant Energy's 2004 shelf registration discussed previously, it is Alliant Energy's current intent to issue up
to $150 million of new common stock during 2004.  Alliant Energy has 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 the second quarter of
2004, Alliant Energy issued approximately 1.6 million shares of new common stock and received approximately $37 million in net
proceeds under this shelf registration and sales agreement.  In the third quarter of 2004, Alliant Energy has issued approximately
0.3 million additional shares and received approximately $8 million in net proceeds through August 5, 2004 under this shelf
registration and sales agreement.  Refer to "Shelf Registrations" for additional information.

Credit Ratings
 In May 2004, Standard & Poors Rating Services lowered
WP&Ls secured long-term debt rating from A to A- to align it with
WP&L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, IP&L and
WP&L 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, IP&Ls and WP&Ls
contractual obligations is included in the combined Form 10-K filed by Alliant Energy,
IP&L and WP&L for the year ended Dec. 31, 2003 and has not changed materially from
the items reported in the 2003 Form 10-K.

Environmental A
summary of Alliant Energys environmental matters is included in the combined Form
10-K filed by Alliant Energy, IP&L and WP&L 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.

41

The Wisconsin Department of Natural
Resources (DNR) independently developed proposed mercury control rules for Wisconsin
generating facilities that will cap emissions beginning in 2008, followed by subsequent
reductions of 40% by 2010 and 75% by 2015. These rules have been approved by the Wisconsin
legislature and are expected to become effective in the second half of 2004. The Wisconsin
mercury rule requirements will be superseded by federal mercury emissions standards when
published. Alliant Energy is currently evaluating the expected impact of the Wisconsin
rules and also continues to closely monitor the developments at the federal level related
to mercury emissions standards.

Refer to Legal
Proceedings for discussion of complaints filed against WP&L and Alliant Energy
regarding the Columbia generating station.

# 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, IP&Ls and WP&Ls combined Form 10-K for the year ended
Dec. 31, 2003 and have 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.

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, IP&Ls and
WP&L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, IP&Ls and WP&Ls combined Form 10-K
for the year ended Dec. 31, 2003 and have not changed materially from those reported in
the 2003 10-K. Refer to Note 13 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, IP&Ls and WP&Ls other
future considerations is included in the combined Form 10-K filed by Alliant Energy,
IP&L and WP&L for the year ended Dec. 31, 2003 and have not changed materially
from those 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 June 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. Alliant Energy has concerns regarding 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. Negotiations are currently underway between Resources and the owners of the
development company to resolve this matter. Resources is evaluating its alternatives,
which include possibly restructuring a role for its developers or replacing them, a
transfer of ownership and control of the project to Resources or the exercise of
Resources remedies through legal action. 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.

42

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 at an estimated cost of $24
million. However, initiation of the expansion construction is experiencing some 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 in order to
ensure timely completion of the project in early 2006. 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 June 30, 2004 was approximately $15 million.

Alliant Energy continues to closely
monitor the financial performance of its Brazilian investments. While such performance
improved significantly in 2003, Alliant Energy believes the rate of improvement can be
enhanced, particularly in regard to controlling costs and reduction of debt, and this has
been a source of dispute with its Brazilian partners. In particular, Alliant Energys
Brazilian partners want to use 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.

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. Alliant Energy will consider
the full range of options potentially available. 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 as relates 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 costs due primarily to government allocations and
infrastructure bottlenecks.  Alliant Energy is attempting to mitigate the impact of
these cost increases by working with local Chinese authorities to increase the supply of
lower-cost coal, working with local Chinese power commissions to enable it to recover the
higher costs through tariffs and reviewing for other ways to offset these cost increases
within its operations.  However, the process does require government interaction and
is less formal and predictable than general fuel-related cost recovery processes within
the domestic utility industry. If the price of coal and related costs were to increase (decrease)
10% compared to the average prices experienced during the 12 months ended June 30, 2004,
Alliant Energys net income for the 12 months ended June 30, 2005 would (decrease) increase by approximately $5 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 unable to
predict the future of these costs in China or the ultimate outcome of
its efforts to mitigate the impact of any cost increases.

|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,
IP&Ls and WP&Ls management evaluated, with the participation of each
of Alliant Energys, IP&Ls and WP&Ls Chief Executive Officer
(CEO), Chief Financial Officer (CFO) and Disclosure Committee, the effectiveness of the
design and operation of Alliant Energys, IP&Ls and WP&Ls
disclosure controls and procedures as of the end of the quarter ended June 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,
IP&Ls and WP&Ls disclosure controls and procedures were effective as
of the end of the quarter ended June 30, 2004.

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

43

# PART II  OTHER
INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

ALLIANT ENERGY &
WP&LIn the fourth quarter of 2003, the Wisconsin Environmental Law Advocates (WELA) filed a complaint in the U.S. District Court for the
Western District of Wisconsin against WP&L and Alliant Energy alleging violations of the federal Clean Water Act at the Columbia
generating station.  The complaint sought certain upgrades to Columbia's wastewater treatment program, as well as unspecified
penalties and attorney fees.  In addition, the Wisconsin DNR has pursued enforcement of this same matter and referred the matter to
the Wisconsin Department of Justice (WDOJ), who filed a complaint in the Circuit Court of Columbia County, Wisconsin.  Alliant
Energy, WDOJ and WELA have entered into a settlement agreement to resolve the matter, which has been accepted by the court.  Under
the settlement agreement, the joint owners of Columbia have agreed to pay a total of $150,000 in forfeitures, fees and other costs,
plus implement certain new technical and operational requirements at the facility.  Alliant Energy had established the necessary
reserve for its respective costs at June 30, 2004.  Alliant Energy believes that the total cost to resolve the matter and implement
technical and operational requirements will not be material.

|ITEM 4. | SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

ALLIANT ENERGY
At Alliant Energys annual
meeting of shareowners held on May 21, 2004, the following individuals were elected as
directors of Alliant Energy:

|                   |            |                | Year in Which
|------------------ | ---------- | -------------- | -------------
|Name of Nominee    | Votes For  | Votes Withheld | Term Expires 
|Ann K. Newhall     | 92,404,574 | 3,382,822      | 2006         
|Michael L. Bennett | 91,596,905 | 4,190,491      | 2007         
|Jack B. Evans      | 90,518,745 | 5,268,651      | 2007         
|David A. Perdue    | 91,113,118 | 4,674,278      | 2007         
|Judith D. Pyle     | 91,808,862 | 3,978,534      | 2007         

The following are the other directors
of Alliant Energy whose terms of office continued after the 2004 annual meeting: Katharine
C. Lyall, Singleton B. McAllister, and Anthony R. Weiler, with terms expiring in 2005; and
Erroll B. Davis, Jr. and Robert W. Schlutz, with terms expiring in 2006. Effective as of
the date of the annual meeting, Alan B. Arends and Wayne H. Stoppelmoor both retired.

Also at Alliant Energys annual
meeting of shareowners held on May 21, 2004, the following matter was submitted to a vote
of shareowners:

|                                                           | Votes      | Votes     | Votes     | Broker   
|---------------------------------------------------------- | ---------- | --------- | --------- | ---------
|                                                           | For        | Against   | Abstain   | Non-Votes
|Approval to increase Alliant Energy's authorized shares of |            |           |           |          
|common stock from 200 million to 240 million               | 88,006,409 | 6,442,304 | 1,338,683 | --       

IP&L
At IP&Ls annual meeting of
shareowners held on June 1, 2004, Ann K. Newhall was elected as a director of IP&L for
a term expiring in 2006; and Michael L. Bennett, Jack B. Evans, David A. Perdue, and
Judith D. Pyle were elected as directors of IP&L for terms expiring in 2007. Alliant
Energy voted all of the outstanding shares of common stock of IP&L (consisting of
13,370,788 shares) in favor of the election of these individuals. The following are the
other directors of IP&L whose terms of office continued after the 2004 annual meeting:
Katharine C. Lyall, Singleton B. McAllister, and Anthony R. Weiler, with terms expiring in
2005; and Erroll B. Davis, Jr. and Robert W. Schlutz, with terms expiring in 2006.
Effective as of the date of the annual meeting, Alan B. Arends and Wayne H. Stoppelmoor
both retired.

44

WP&LAt WP&Ls annual meeting of
shareowners held on June 2, 2004, the following individuals were elected as directors of
WP&L:

|                   |            |                | Year in Which
|------------------ | ---------- | -------------- | -------------
|Name of Nominee    | Votes For  | Votes Withheld | Term Expires 
|Ann K. Newhall     | 13,659,282 | 4,244          | 2006         
|Michael L. Bennett | 13,658,932 | 4,594          | 2007         
|Jack B. Evans      | 13,659,062 | 4,464          | 2007         
|David A. Perdue    | 13,658,839 | 4,687          | 2007         
|Judith D. Pyle     | 13,657,663 | 5,863          | 2007         

The following are the other directors
of WP&L whose terms of office continued after the 2004 annual meeting: Katharine C.
Lyall, Singleton B. McAllister, and Anthony R. Weiler, with terms expiring in 2005; and
Erroll B. Davis, Jr. and Robert W. Schlutz, with terms expiring in 2006. Effective as of
the date of the annual meeting, Alan B. Arends and Wayne H. Stoppelmoor both retired.

|ITEM 6. | EXHIBITS AND
REPORTS ON FORM 8-K
|------- | --------------------------------

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

| | 3.1 |  | Restated
Articles of Incorporation of Alliant Energy, as amended (incorporated by reference to
Exhibit 4.1 to Alliant                  Energy's Registration Statement on Form S-8,
dated July 26, 2004 (Registration No. 333-117654))
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.1a |  | Articles
of Amendment to Restated Articles of Incorporation of Alliant Energy, dated May 26, 2004
| | ---- |  | -------------------------------------------------------------------------------------------------

| | 4.1 |  | Five
Year Credit Agreement, dated July 26, 2004, among Alliant Energy, the Banks set forth
therein and Wachovia Bank,                  National Association (NA) as Administrative
Agent and Issuer of Letters of Credit (incorporated by reference to
                 Exhibit 4.1 to Alliant Energy's Form 8-K, dated July 26, 2004 (File No.
1-9894))
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.2 |  | Five
Year Credit Agreement, dated July 26, 2004, among IP&L, the Banks set forth therein and
Wachovia Bank, NA as                  Administrative Agent and Issuer of Letters of
Credit (incorporated by reference to Exhibit 4.1 to IP&L's Form 8-K,
                 dated July 26, 2004 (File No. 0-4117-1))
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.3 |  | Five
Year Credit Agreement, dated July 26, 2004, among WP&L, the Banks set forth therein and
Wachovia Bank, NA as                  Administrative Agent and Issuer of Letters of
Credit (incorporated by reference to Exhibit 4.1 to WP&L's Form 8-K,
                 dated July 26, 2004 (File No. 0-337))
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.4 |  | Officers'
Certificate, dated as of July 28, 2004, creating WP&L's 6.25% debentures due July 31,
2034 (incorporated by                  reference to Exhibit 4.1 to WP&L's Form 8-K, dated
July 28, 2004 (File No. 0-337))
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.5 |  | Officer's
Certificate, dated as of August 2, 2004, reopening the 6.30% senior debentures due May 1,
2034                  (incorporated by reference to Exhibit 4.1 to IP&L's Form 8-K, dated
August 2, 2004 (File No. 0-4117-1))
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.1 |  | Non-competition
Agreement, dated June 30, 2004, by and between Corporate Services and Pamela J. Wegner
| | ---- |  | ------------------------------------------------------------------------------------------------------

| | 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 IP&L
| | ---- |  | ----------------------------------------------

| | 31.4 |  | Certification
of the CFO for IP&L
| | ---- |  | ---------------------------------

| | 31.5 |  | Certification
of the Chairman and CEO for WP&L
| | ---- |  | ----------------------------------------------

| | 31.6 |  | Certification
of the CFO for WP&L
| | ---- |  | ---------------------------------

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

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

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

45

(b)     Reports
on Form 8-K:

| |  | ALLIANT ENERGY
| |  | --------------

| | Alliant
Energy filed a Current Report on Form 8-K, dated April 30, 2004, reporting (under Items 5,
7 and 12) that it issued a press release announcing its earnings for the first quarter
ended March 31, 2004 and its earnings guidance for 2004.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | IP&L
| | ----

| | IP&L
filed a Current Report on Form 8-K, dated May 3, 2004, reporting (under Item 12) the
primary factors contributing to decreases in its operating income and its earnings
available for common stock for the quarter ended March 31, 2004.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | IP&L
filed a Current Report on Form 8-K, dated May 3, 2004, reporting (under Items 5 and 7)
that it agreed to sell $100 million aggregate principal amount of its 6.30% senior
debentures due 2034 in a public offering.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | WP&L
None.
| | -----------

# SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, Alliant Energy Corporation, Interstate Power and Light
Company and Wisconsin Power and Light Company have each duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized on the 6th day of August
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)

46