Benefit Plans

9 Months Ended

Sep. 30, 2012

Benefit Plans

BENEFIT PLANS

(a) Pension and Other Postretirement Benefits Plans -

Net Periodic Benefit Costs (Credits) - The components of net periodic benefit costs (credits) for Alliant Energy’s, IPL’s and WPL’s sponsored defined benefit pension and other postretirement benefits plans, and defined benefit pension plans amounts directly assigned to IPL and WPL, for the three and nine months ended September 30 are included in the tables below (in millions). In the “IPL” and “WPL” tables below, the qualified defined benefit pension plans costs represent only those respective costs for IPL’s and WPL’s bargaining unit employees covered under the plans that are sponsored by IPL and WPL, respectively. Also in the “IPL” and “WPL” tables below, the other postretirement benefits plans costs (credits) represent costs (credits) for all IPL and WPL employees, respectively. The “Directly assigned defined benefit pension plans” tables below include amounts directly assigned to each of IPL and WPL related to IPL’s and WPL’s current and former non-bargaining employees who are participants in Alliant Energy and Corporate Services sponsored qualified and non-qualified defined benefit pension plans.

Alliant Energy	Defined Benefit Pension Plans												Other Postretirement Benefits Plans
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Service cost		$3.3			$2.9			$10.0			$8.6			$1.7			$1.6			$5.2			$5.4
Interest cost	13.0			13.0			38.9			39.0			2.6			2.8			7.7			9.5
Expected return on plan assets	(17.2		)	(15.9		)	(51.6		)	(47.8		)	(1.9		)	(2.0		)	(5.7		)	(5.9		)
Amortization of:
Prior service cost (credit)	0.1			0.2			0.2			0.6			(3.0		)	(3.4		)	(9.0		)	(6.6		)
Actuarial loss	8.3			5.2			24.9			15.7			1.6			1.2			4.7			4.0
Additional benefit costs (a)	—			1.3			—			10.2			—			—			—			—
Settlement loss	—			1.1			—			1.1			—			—			—			—
		$7.5			$7.8			$22.4			$27.4			$1.0			$0.2			$2.9			$6.4

IPL	Qualified Defined Benefit Pension Plans												Other Postretirement Benefits Plans
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Service cost		$1.8			$1.5			$5.6			$4.6			$0.7			$0.6			$2.2			$2.0
Interest cost	4.3			4.2			12.8			12.5			1.1			1.3			3.3			4.3
Expected return on plan assets	(5.8		)	(5.0		)	(17.3		)	(15.0		)	(1.3		)	(1.4		)	(3.9		)	(4.0		)
Amortization of:
Prior service cost (credit)	0.1			0.2			0.3			0.4			(1.5		)	(1.8		)	(4.7		)	(3.3		)
Actuarial loss	2.6			1.4			7.7			4.3			0.9			0.7			2.7			2.2
		$3.0			$2.3			$9.1			$6.8			($0.1	)		($0.6	)		($0.4	)		$1.2

WPL	Qualified Defined Benefit Pension Plan												Other Postretirement Benefits Plans
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Service cost		$1.3			$1.1			$3.9			$3.4			$0.7			$0.7			$2.1			$2.2
Interest cost	4.1			4.1			12.3			12.1			1.0			1.1			3.1			3.7
Expected return on plan assets	(5.6		)	(5.0		)	(16.8		)	(15.0		)	(0.3		)	(0.3		)	(1.0		)	(1.0		)
Amortization of:
Prior service cost (credit)	0.2			0.1			0.4			0.4			(1.0		)	(1.1		)	(2.9		)	(2.2		)
Actuarial loss	3.0			1.8			9.1			5.3			0.6			0.5			1.7			1.6
		$3.0			$2.1			$8.9			$6.2			$1.0			$0.9			$3.0			$4.3

Directly assigned defined benefit pension plans	IPL												WPL
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Interest cost		$1.8			$1.9			$5.3			$5.6			$1.3			$1.4			$3.9			$4.1
Expected return on plan assets	(2.4		)	(2.4		)	(7.2		)	(7.3		)	(1.9		)	(1.9		)	(5.5		)	(5.5		)
Amortization of:
Prior service credit	(0.1		)	(0.1		)	(0.2		)	(0.2		)	—			—			(0.1		)	(0.1		)
Actuarial loss	1.0			0.7			2.9			2.2			0.9			0.8			2.7			2.2
Additional benefit costs (a)	—			0.6			—			2.8			—			0.1			—			0.7
		$0.3			$0.7			$0.8			$3.1			$0.3			$0.4			$1.0			$1.4

(a) Alliant Energy reached an agreement with the IRS, which resulted in a favorable determination letter for the Cash Balance Plan during the first quarter of 2011. The agreement with the IRS required Alliant Energy to amend the Cash Balance Plan, which was completed in the second quarter of 2011, resulting in aggregate additional benefits of $10.2 million paid by Alliant Energy to certain former participants in the Cash Balance Plan in the second half of 2011. Alliant Energy recognized $1.3 million and $10.2 million of additional benefits costs during the three and nine months ended September 30, 2011, respectively, related to these benefits. IPL recognized $0.8 million ($0.6 million directly assigned and $0.2 million allocated by Corporate Services) and $6.3 million ($2.8 million directly assigned and $3.5 million allocated by Corporate Services) of additional benefits costs during the three and nine months ended September 30, 2011, respectively, related to these benefits. WPL recognized $0.4 million ($0.1 million directly assigned and $0.3 million allocated by Corporate Services) and $3.4 million ($0.7 million directly assigned and $2.7 million allocated by Corporate Services) of additional benefits costs during the three and nine months ended September 30, 2011, respectively, related to these benefits. Refer to Note 11(c) for additional information regarding the Cash Balance Plan.

Corporate Services provides services to IPL and WPL and, as a result, IPL and WPL are allocated pension and other postretirement benefits costs (credits) associated with Corporate Services employees. The following table includes the allocated qualified and non-qualified pension and other postretirement benefits costs (credits) associated with Corporate Services employees providing services to IPL and WPL for the three and nine months ended September 30 (in millions):

	Pension Benefits Costs (a)								Other Postretirement Benefits Costs
	Three Months				Nine Months				Three Months					Nine Months
	2012		2011		2012		2011		2012		2011			2012		2011
IPL		$0.4		$1.3		$1.4		$5.4		$—		$—			$0.1		$0.4
WPL	0.4		0.9		1.0		3.9		0.1		(0.1		)	0.1		0.2

(a) For the three and nine months ended September 30, 2011, additional qualified pension benefits costs resulting from the amendment to the Cash Balance Plan in the second quarter of 2011 allocated to IPL were $0.2 million and $3.5 million, and to WPL were $0.3 million and $2.7 million, respectively.

Estimated Future and Actual Employer Contributions - Estimated and actual funding for the qualified defined benefit pension, non-qualified defined benefit pension and other postretirement benefits plans, and the directly assigned qualified and non-qualified defined benefit pension plans amounts for 2012 are as follows (in millions):

	Estimated for Calendar Year 2012						Actual Through September 30, 2012
	Alliant Energy		IPL		WPL		Alliant Energy		IPL		WPL
Qualified defined benefit pension plans		$—		$—		$—		$—		$—		$—
Non-qualified defined benefit pension plans (a)	16.3		N/A		N/A		3.1		N/A		N/A
Directly assigned defined benefit pension plans (b)	N/A		0.8		0.2		N/A		0.7		0.1
Other postretirement benefits plans	4.4		2.2		2.0		4.4		2.2		2.0

(a) Alliant Energy sponsors several non-qualified defined benefit pension plans that cover certain current and former key employees of IPL and WPL. Alliant Energy allocates pension costs to IPL and WPL for these plans. Estimated amounts for calendar year 2012 include amounts paid to a retired executive in the fourth quarter of 2012, which are expected to result in a settlement loss of $5 million in the fourth quarter of 2012.

(b) Amounts directly assigned to IPL and WPL for non-bargaining employees who are participants in Alliant Energy and Corporate Services sponsored qualified and non-qualified defined benefit pension plans.

Cash Balance Plan - Refer to Note 11(c) for discussion of a class-action lawsuit filed against the Cash Balance Plan in 2008, and an agreement Alliant Energy reached with the IRS, which resulted in a favorable determination letter for the Cash Balance Plan in 2011.

401(k) Savings Plans - A significant number of Alliant Energy, IPL and WPL employees participate in defined contribution retirement plans (401(k) savings plans). For the three and nine months ended September 30, costs related to the 401(k) savings plans, which are partially based on the participants’ level of contribution, were as follows (in millions):

	Alliant Energy								IPL (a)								WPL (a)
	Three Months				Nine Months				Three Months				Nine Months				Three Months				Nine Months
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
401(k) costs		$4.4		$4.4		$14.1		$14.3		$2.4		$2.2		$7.4		$7.1		$2.0		$2.0		$6.2		$6.6

(a) IPL’s and WPL’s amounts include allocated costs associated with Corporate Services employees.

(b) Equity Incentive Plans - A summary of compensation expense and the related income tax benefits recognized for share-based compensation awards for the three and nine months ended September 30 was as follows (in millions):

	Alliant Energy								IPL								WPL
	Three Months				Nine Months				Three Months				Nine Months				Three Months				Nine Months
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Compensation expense		$0.1		$0.1		$3.8		$4.9		$0.1		$0.1		$2.0		$2.7		$0.1		$0.1		$1.7		$2.0
Income tax benefits	—		0.1		1.5		2.0		—		0.1		0.8		1.1		0.1		—		0.7		0.8

As of September 30, 2012, total unrecognized compensation cost related to share-based compensation awards was $9.8 million, which is expected to be recognized over a weighted average period of between one and two years. Share-based compensation expense is recognized on a straight-line basis over the requisite service periods and is primarily recorded in “Utility - Other operation and maintenance” in the Condensed Consolidated Statements of Income.

In the first quarter of 2012, Alliant Energy granted performance shares, performance units, performance-contingent restricted stock and performance contingent cash awards to certain key employees. Payouts of nonvested awards issued in 2012 are prorated at retirement, death or disability based on time worked during the first year of the performance period and achievement of the performance criteria. Upon achievement of the performance criteria, payouts of these awards to participants who terminate employment after the first year of the performance period due to retirement, death or disability are not prorated. Participants’ nonvested awards issued in 2012 are forfeited if the participant voluntarily leaves Alliant Energy or is terminated for cause.

Performance Shares and Units - Alliant Energy assumes it will make future payouts of its performance shares and units in cash; therefore, performance shares and units are accounted for as liability awards.

Performance Shares - A summary of the performance shares activity for the nine months ended September 30 was as follows:

	2012		2011
	Shares (a)		Shares (a)
Nonvested shares, January 1	236,979		234,518
Granted	45,612		64,217
Vested (b)	(111,980	)	(57,838	)
Forfeited	(25,334	)	(3,918	)
Nonvested shares, September 30	145,277		236,979

(a) Share amounts represent the target number of performance shares. Each performance share’s value is based on the price of one share of Alliant Energy’s common stock at the end of the performance period. The actual number of shares that will be paid out upon vesting is dependent upon actual performance and may range from zero to 200% of the target number of shares.

(b) In the first quarter of 2012, 111,980 performance shares granted in 2009 vested at 162.5% of the target, resulting in payouts valued at $8.0 million, which consisted of a combination of cash and common stock (6,399 shares). In the first quarter of 2011, 57,838 performance shares granted in 2008 vested at 75% of the target, resulting in payouts valued at $1.6 million, which consisted of a combination of cash and common stock (1,387 shares).

Performance Units - A summary of the performance unit activity for the nine months ended September 30 was as follows:

	2012		2011
	Units (a)		Units (a)
Nonvested units, January 1	42,996		23,128
Granted	24,686		23,975
Forfeited	(878	)	(4,107	)
Nonvested units, September 30	66,804		42,996

(a) Unit amounts represent the target number of performance units. Each performance unit’s value is based on the average price of one share of Alliant Energy’s common stock on the grant date of the award. The actual payout for performance units is dependent upon actual performance and may range from zero to 200% of the target number of units.

Fair Value of Awards - Information related to fair values of nonvested performance shares and units at September 30, 2012 by year of grant, were as follows:

	Performance Shares									Performance Units
	2012			2011			2010			2012			2011			2010
	Grant			Grant			Grant			Grant			Grant			Grant
Nonvested awards	45,612			45,235			54,430			24,686			21,693			20,425
Alliant Energy common stock closing price on September 30, 2012		$43.39			$43.39			$43.39
Alliant Energy common stock average price on grant date											$43.05			$38.75			$32.56
Estimated payout percentage based on performance criteria	78		%	91		%	162		%	78		%	91		%	162		%
Fair values of each nonvested award		$33.84			$39.48			$70.29			$33.58			$35.26			$52.74

At September 30, 2012, fair values of nonvested performance shares and units were calculated using a Monte Carlo simulation to determine the anticipated total shareowner returns of Alliant Energy and its investor-owned utility peer groups. Expected volatility was based on historical volatilities using daily stock prices over the past three years. Expected dividend yields were calculated based on the most recent quarterly dividend rates announced prior to the measurement date and stock prices at the measurement date. The risk-free interest rate was based on the three-year U.S. Treasury rate in effect as of the measurement date.

Restricted Stock - Restricted stock consists of time-based and performance-contingent restricted stock.

Time-based restricted stock - A summary of the time-based restricted stock activity for the nine months ended September 30 was as follows:

	2012				2011
	Shares		Weighted Average Fair Value		Shares		Weighted Average Fair Value
Nonvested shares, January 1	35,800			$30.87	70,033			$32.27
Granted during first quarter	—		—		5,000		39.86
Vested	(32,466	)	29.95		(38,633	)	34.60
Forfeited	—		—		(600	)	29.41
Nonvested shares, September 30	3,334		39.86		35,800		30.87

Performance-contingent restricted stock - A summary of the performance-contingent restricted stock activity for the nine months ended September 30 was as follows:

	2012				2011
	Shares		Weighted Average Fair Value		Shares		Weighted Average Fair Value
Nonvested shares, January 1	301,738			$32.60	296,190			$32.32
Granted during first quarter	45,612		43.05		64,217		38.75
Vested	(65,172	)	32.56		(53,274	)	37.93
Forfeited	(70,527	)	39.93		(5,395	)	38.00
Nonvested shares, September 30	211,651		32.42		301,738		32.60

Non-qualified Stock Options - A summary of the stock option activity for the nine months ended September 30 was as follows:

	2012				2011
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding, January 1	63,889			$24.21	163,680			$24.51
Exercised	(38,711	)	24.41		(62,481	)	27.10
Outstanding and exercisable, September 30	25,178		23.89		101,199		22.92

The weighted average remaining contractual term for options outstanding and exercisable at September 30, 2012 was between one and two years. The aggregate intrinsic value of options outstanding and exercisable at September 30, 2012 was $0.5 million.

Other information related to stock option activity for the three and nine months ended September 30 was as follows (in millions):

	Three Months				Nine Months
	2012		2011		2012		2011
Cash received from stock options exercised		$0.2		$0.1		$0.9		$1.7
Aggregate intrinsic value of stock options exercised	0.3		—		0.8		0.8
Income tax benefit from the exercise of stock options	0.1		—		0.3		0.3

Performance Contingent Cash Awards - A summary of the performance contingent cash awards activity for the nine months ended September 30 was as follows:

	2012		2011
	Awards		Awards
Nonvested awards, January 1	46,676		23,428
Granted	36,936		23,975
Vested (a)	(21,605	)	—
Forfeited	(1,533	)	(727	)
Nonvested awards, September 30	60,474		46,676

(a) In the first quarter of 2012, 21,605 performance contingent cash awards granted in 2010 vested, resulting in cash payouts valued at $0.9 million.

IPL [Member]

Benefit Plans

BENEFIT PLANS

(a) Pension and Other Postretirement Benefits Plans -

Net Periodic Benefit Costs (Credits) - The components of net periodic benefit costs (credits) for Alliant Energy’s, IPL’s and WPL’s sponsored defined benefit pension and other postretirement benefits plans, and defined benefit pension plans amounts directly assigned to IPL and WPL, for the three and nine months ended September 30 are included in the tables below (in millions). In the “IPL” and “WPL” tables below, the qualified defined benefit pension plans costs represent only those respective costs for IPL’s and WPL’s bargaining unit employees covered under the plans that are sponsored by IPL and WPL, respectively. Also in the “IPL” and “WPL” tables below, the other postretirement benefits plans costs (credits) represent costs (credits) for all IPL and WPL employees, respectively. The “Directly assigned defined benefit pension plans” tables below include amounts directly assigned to each of IPL and WPL related to IPL’s and WPL’s current and former non-bargaining employees who are participants in Alliant Energy and Corporate Services sponsored qualified and non-qualified defined benefit pension plans.

Alliant Energy	Defined Benefit Pension Plans												Other Postretirement Benefits Plans
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Service cost		$3.3			$2.9			$10.0			$8.6			$1.7			$1.6			$5.2			$5.4
Interest cost	13.0			13.0			38.9			39.0			2.6			2.8			7.7			9.5
Expected return on plan assets	(17.2		)	(15.9		)	(51.6		)	(47.8		)	(1.9		)	(2.0		)	(5.7		)	(5.9		)
Amortization of:
Prior service cost (credit)	0.1			0.2			0.2			0.6			(3.0		)	(3.4		)	(9.0		)	(6.6		)
Actuarial loss	8.3			5.2			24.9			15.7			1.6			1.2			4.7			4.0
Additional benefit costs (a)	—			1.3			—			10.2			—			—			—			—
Settlement loss	—			1.1			—			1.1			—			—			—			—
		$7.5			$7.8			$22.4			$27.4			$1.0			$0.2			$2.9			$6.4

IPL	Qualified Defined Benefit Pension Plans												Other Postretirement Benefits Plans
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Service cost		$1.8			$1.5			$5.6			$4.6			$0.7			$0.6			$2.2			$2.0
Interest cost	4.3			4.2			12.8			12.5			1.1			1.3			3.3			4.3
Expected return on plan assets	(5.8		)	(5.0		)	(17.3		)	(15.0		)	(1.3		)	(1.4		)	(3.9		)	(4.0		)
Amortization of:
Prior service cost (credit)	0.1			0.2			0.3			0.4			(1.5		)	(1.8		)	(4.7		)	(3.3		)
Actuarial loss	2.6			1.4			7.7			4.3			0.9			0.7			2.7			2.2
		$3.0			$2.3			$9.1			$6.8			($0.1	)		($0.6	)		($0.4	)		$1.2

WPL	Qualified Defined Benefit Pension Plan												Other Postretirement Benefits Plans
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Service cost		$1.3			$1.1			$3.9			$3.4			$0.7			$0.7			$2.1			$2.2
Interest cost	4.1			4.1			12.3			12.1			1.0			1.1			3.1			3.7
Expected return on plan assets	(5.6		)	(5.0		)	(16.8		)	(15.0		)	(0.3		)	(0.3		)	(1.0		)	(1.0		)
Amortization of:
Prior service cost (credit)	0.2			0.1			0.4			0.4			(1.0		)	(1.1		)	(2.9		)	(2.2		)
Actuarial loss	3.0			1.8			9.1			5.3			0.6			0.5			1.7			1.6
		$3.0			$2.1			$8.9			$6.2			$1.0			$0.9			$3.0			$4.3

Directly assigned defined benefit pension plans	IPL												WPL
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Interest cost		$1.8			$1.9			$5.3			$5.6			$1.3			$1.4			$3.9			$4.1
Expected return on plan assets	(2.4		)	(2.4		)	(7.2		)	(7.3		)	(1.9		)	(1.9		)	(5.5		)	(5.5		)
Amortization of:
Prior service credit	(0.1		)	(0.1		)	(0.2		)	(0.2		)	—			—			(0.1		)	(0.1		)
Actuarial loss	1.0			0.7			2.9			2.2			0.9			0.8			2.7			2.2
Additional benefit costs (a)	—			0.6			—			2.8			—			0.1			—			0.7
		$0.3			$0.7			$0.8			$3.1			$0.3			$0.4			$1.0			$1.4

(a) Alliant Energy reached an agreement with the IRS, which resulted in a favorable determination letter for the Cash Balance Plan during the first quarter of 2011. The agreement with the IRS required Alliant Energy to amend the Cash Balance Plan, which was completed in the second quarter of 2011, resulting in aggregate additional benefits of $10.2 million paid by Alliant Energy to certain former participants in the Cash Balance Plan in the second half of 2011. Alliant Energy recognized $1.3 million and $10.2 million of additional benefits costs during the three and nine months ended September 30, 2011, respectively, related to these benefits. IPL recognized $0.8 million ($0.6 million directly assigned and $0.2 million allocated by Corporate Services) and $6.3 million ($2.8 million directly assigned and $3.5 million allocated by Corporate Services) of additional benefits costs during the three and nine months ended September 30, 2011, respectively, related to these benefits. WPL recognized $0.4 million ($0.1 million directly assigned and $0.3 million allocated by Corporate Services) and $3.4 million ($0.7 million directly assigned and $2.7 million allocated by Corporate Services) of additional benefits costs during the three and nine months ended September 30, 2011, respectively, related to these benefits. Refer to Note 11(c) for additional information regarding the Cash Balance Plan.

Corporate Services provides services to IPL and WPL and, as a result, IPL and WPL are allocated pension and other postretirement benefits costs (credits) associated with Corporate Services employees. The following table includes the allocated qualified and non-qualified pension and other postretirement benefits costs (credits) associated with Corporate Services employees providing services to IPL and WPL for the three and nine months ended September 30 (in millions):

	Pension Benefits Costs (a)								Other Postretirement Benefits Costs
	Three Months				Nine Months				Three Months					Nine Months
	2012		2011		2012		2011		2012		2011			2012		2011
IPL		$0.4		$1.3		$1.4		$5.4		$—		$—			$0.1		$0.4
WPL	0.4		0.9		1.0		3.9		0.1		(0.1		)	0.1		0.2

(a) For the three and nine months ended September 30, 2011, additional qualified pension benefits costs resulting from the amendment to the Cash Balance Plan in the second quarter of 2011 allocated to IPL were $0.2 million and $3.5 million, and to WPL were $0.3 million and $2.7 million, respectively.

Estimated Future and Actual Employer Contributions - Estimated and actual funding for the qualified defined benefit pension, non-qualified defined benefit pension and other postretirement benefits plans, and the directly assigned qualified and non-qualified defined benefit pension plans amounts for 2012 are as follows (in millions):

	Estimated for Calendar Year 2012						Actual Through September 30, 2012
	Alliant Energy		IPL		WPL		Alliant Energy		IPL		WPL
Qualified defined benefit pension plans		$—		$—		$—		$—		$—		$—
Non-qualified defined benefit pension plans (a)	16.3		N/A		N/A		3.1		N/A		N/A
Directly assigned defined benefit pension plans (b)	N/A		0.8		0.2		N/A		0.7		0.1
Other postretirement benefits plans	4.4		2.2		2.0		4.4		2.2		2.0

(a) Alliant Energy sponsors several non-qualified defined benefit pension plans that cover certain current and former key employees of IPL and WPL. Alliant Energy allocates pension costs to IPL and WPL for these plans. Estimated amounts for calendar year 2012 include amounts paid to a retired executive in the fourth quarter of 2012, which are expected to result in a settlement loss of $5 million in the fourth quarter of 2012.

(b) Amounts directly assigned to IPL and WPL for non-bargaining employees who are participants in Alliant Energy and Corporate Services sponsored qualified and non-qualified defined benefit pension plans.

Cash Balance Plan - Refer to Note 11(c) for discussion of a class-action lawsuit filed against the Cash Balance Plan in 2008, and an agreement Alliant Energy reached with the IRS, which resulted in a favorable determination letter for the Cash Balance Plan in 2011.

401(k) Savings Plans - A significant number of Alliant Energy, IPL and WPL employees participate in defined contribution retirement plans (401(k) savings plans). For the three and nine months ended September 30, costs related to the 401(k) savings plans, which are partially based on the participants’ level of contribution, were as follows (in millions):

	Alliant Energy								IPL (a)								WPL (a)
	Three Months				Nine Months				Three Months				Nine Months				Three Months				Nine Months
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
401(k) costs		$4.4		$4.4		$14.1		$14.3		$2.4		$2.2		$7.4		$7.1		$2.0		$2.0		$6.2		$6.6

(a) IPL’s and WPL’s amounts include allocated costs associated with Corporate Services employees.

(b) Equity Incentive Plans - A summary of compensation expense and the related income tax benefits recognized for share-based compensation awards for the three and nine months ended September 30 was as follows (in millions):

	Alliant Energy								IPL								WPL
	Three Months				Nine Months				Three Months				Nine Months				Three Months				Nine Months
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Compensation expense		$0.1		$0.1		$3.8		$4.9		$0.1		$0.1		$2.0		$2.7		$0.1		$0.1		$1.7		$2.0
Income tax benefits	—		0.1		1.5		2.0		—		0.1		0.8		1.1		0.1		—		0.7		0.8

As of September 30, 2012, total unrecognized compensation cost related to share-based compensation awards was $9.8 million, which is expected to be recognized over a weighted average period of between one and two years. Share-based compensation expense is recognized on a straight-line basis over the requisite service periods and is primarily recorded in “Utility - Other operation and maintenance” in the Condensed Consolidated Statements of Income.

In the first quarter of 2012, Alliant Energy granted performance shares, performance units, performance-contingent restricted stock and performance contingent cash awards to certain key employees. Payouts of nonvested awards issued in 2012 are prorated at retirement, death or disability based on time worked during the first year of the performance period and achievement of the performance criteria. Upon achievement of the performance criteria, payouts of these awards to participants who terminate employment after the first year of the performance period due to retirement, death or disability are not prorated. Participants’ nonvested awards issued in 2012 are forfeited if the participant voluntarily leaves Alliant Energy or is terminated for cause.

Performance Shares and Units - Alliant Energy assumes it will make future payouts of its performance shares and units in cash; therefore, performance shares and units are accounted for as liability awards.

Performance Shares - A summary of the performance shares activity for the nine months ended September 30 was as follows:

	2012		2011
	Shares (a)		Shares (a)
Nonvested shares, January 1	236,979		234,518
Granted	45,612		64,217
Vested (b)	(111,980	)	(57,838	)
Forfeited	(25,334	)	(3,918	)
Nonvested shares, September 30	145,277		236,979

(a) Share amounts represent the target number of performance shares. Each performance share’s value is based on the price of one share of Alliant Energy’s common stock at the end of the performance period. The actual number of shares that will be paid out upon vesting is dependent upon actual performance and may range from zero to 200% of the target number of shares.

(b) In the first quarter of 2012, 111,980 performance shares granted in 2009 vested at 162.5% of the target, resulting in payouts valued at $8.0 million, which consisted of a combination of cash and common stock (6,399 shares). In the first quarter of 2011, 57,838 performance shares granted in 2008 vested at 75% of the target, resulting in payouts valued at $1.6 million, which consisted of a combination of cash and common stock (1,387 shares).

Performance Units - A summary of the performance unit activity for the nine months ended September 30 was as follows:

	2012		2011
	Units (a)		Units (a)
Nonvested units, January 1	42,996		23,128
Granted	24,686		23,975
Forfeited	(878	)	(4,107	)
Nonvested units, September 30	66,804		42,996

(a) Unit amounts represent the target number of performance units. Each performance unit’s value is based on the average price of one share of Alliant Energy’s common stock on the grant date of the award. The actual payout for performance units is dependent upon actual performance and may range from zero to 200% of the target number of units.

Fair Value of Awards - Information related to fair values of nonvested performance shares and units at September 30, 2012 by year of grant, were as follows:

	Performance Shares									Performance Units
	2012			2011			2010			2012			2011			2010
	Grant			Grant			Grant			Grant			Grant			Grant
Nonvested awards	45,612			45,235			54,430			24,686			21,693			20,425
Alliant Energy common stock closing price on September 30, 2012		$43.39			$43.39			$43.39
Alliant Energy common stock average price on grant date											$43.05			$38.75			$32.56
Estimated payout percentage based on performance criteria	78		%	91		%	162		%	78		%	91		%	162		%
Fair values of each nonvested award		$33.84			$39.48			$70.29			$33.58			$35.26			$52.74

At September 30, 2012, fair values of nonvested performance shares and units were calculated using a Monte Carlo simulation to determine the anticipated total shareowner returns of Alliant Energy and its investor-owned utility peer groups. Expected volatility was based on historical volatilities using daily stock prices over the past three years. Expected dividend yields were calculated based on the most recent quarterly dividend rates announced prior to the measurement date and stock prices at the measurement date. The risk-free interest rate was based on the three-year U.S. Treasury rate in effect as of the measurement date.

Restricted Stock - Restricted stock consists of time-based and performance-contingent restricted stock.

Time-based restricted stock - A summary of the time-based restricted stock activity for the nine months ended September 30 was as follows:

	2012				2011
	Shares		Weighted Average Fair Value		Shares		Weighted Average Fair Value
Nonvested shares, January 1	35,800			$30.87	70,033			$32.27
Granted during first quarter	—		—		5,000		39.86
Vested	(32,466	)	29.95		(38,633	)	34.60
Forfeited	—		—		(600	)	29.41
Nonvested shares, September 30	3,334		39.86		35,800		30.87

Performance-contingent restricted stock - A summary of the performance-contingent restricted stock activity for the nine months ended September 30 was as follows:

	2012				2011
	Shares		Weighted Average Fair Value		Shares		Weighted Average Fair Value
Nonvested shares, January 1	301,738			$32.60	296,190			$32.32
Granted during first quarter	45,612		43.05		64,217		38.75
Vested	(65,172	)	32.56		(53,274	)	37.93
Forfeited	(70,527	)	39.93		(5,395	)	38.00
Nonvested shares, September 30	211,651		32.42		301,738		32.60

Non-qualified Stock Options - A summary of the stock option activity for the nine months ended September 30 was as follows:

	2012				2011
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding, January 1	63,889			$24.21	163,680			$24.51
Exercised	(38,711	)	24.41		(62,481	)	27.10
Outstanding and exercisable, September 30	25,178		23.89		101,199		22.92

The weighted average remaining contractual term for options outstanding and exercisable at September 30, 2012 was between one and two years. The aggregate intrinsic value of options outstanding and exercisable at September 30, 2012 was $0.5 million.

Other information related to stock option activity for the three and nine months ended September 30 was as follows (in millions):

	Three Months				Nine Months
	2012		2011		2012		2011
Cash received from stock options exercised		$0.2		$0.1		$0.9		$1.7
Aggregate intrinsic value of stock options exercised	0.3		—		0.8		0.8
Income tax benefit from the exercise of stock options	0.1		—		0.3		0.3

Performance Contingent Cash Awards - A summary of the performance contingent cash awards activity for the nine months ended September 30 was as follows:

	2012		2011
	Awards		Awards
Nonvested awards, January 1	46,676		23,428
Granted	36,936		23,975
Vested (a)	(21,605	)	—
Forfeited	(1,533	)	(727	)
Nonvested awards, September 30	60,474		46,676

(a) In the first quarter of 2012, 21,605 performance contingent cash awards granted in 2010 vested, resulting in cash payouts valued at $0.9 million.

WPL [Member]

Benefit Plans

BENEFIT PLANS

(a) Pension and Other Postretirement Benefits Plans -

Net Periodic Benefit Costs (Credits) - The components of net periodic benefit costs (credits) for Alliant Energy’s, IPL’s and WPL’s sponsored defined benefit pension and other postretirement benefits plans, and defined benefit pension plans amounts directly assigned to IPL and WPL, for the three and nine months ended September 30 are included in the tables below (in millions). In the “IPL” and “WPL” tables below, the qualified defined benefit pension plans costs represent only those respective costs for IPL’s and WPL’s bargaining unit employees covered under the plans that are sponsored by IPL and WPL, respectively. Also in the “IPL” and “WPL” tables below, the other postretirement benefits plans costs (credits) represent costs (credits) for all IPL and WPL employees, respectively. The “Directly assigned defined benefit pension plans” tables below include amounts directly assigned to each of IPL and WPL related to IPL’s and WPL’s current and former non-bargaining employees who are participants in Alliant Energy and Corporate Services sponsored qualified and non-qualified defined benefit pension plans.

Alliant Energy	Defined Benefit Pension Plans												Other Postretirement Benefits Plans
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Service cost		$3.3			$2.9			$10.0			$8.6			$1.7			$1.6			$5.2			$5.4
Interest cost	13.0			13.0			38.9			39.0			2.6			2.8			7.7			9.5
Expected return on plan assets	(17.2		)	(15.9		)	(51.6		)	(47.8		)	(1.9		)	(2.0		)	(5.7		)	(5.9		)
Amortization of:
Prior service cost (credit)	0.1			0.2			0.2			0.6			(3.0		)	(3.4		)	(9.0		)	(6.6		)
Actuarial loss	8.3			5.2			24.9			15.7			1.6			1.2			4.7			4.0
Additional benefit costs (a)	—			1.3			—			10.2			—			—			—			—
Settlement loss	—			1.1			—			1.1			—			—			—			—
		$7.5			$7.8			$22.4			$27.4			$1.0			$0.2			$2.9			$6.4

IPL	Qualified Defined Benefit Pension Plans												Other Postretirement Benefits Plans
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Service cost		$1.8			$1.5			$5.6			$4.6			$0.7			$0.6			$2.2			$2.0
Interest cost	4.3			4.2			12.8			12.5			1.1			1.3			3.3			4.3
Expected return on plan assets	(5.8		)	(5.0		)	(17.3		)	(15.0		)	(1.3		)	(1.4		)	(3.9		)	(4.0		)
Amortization of:
Prior service cost (credit)	0.1			0.2			0.3			0.4			(1.5		)	(1.8		)	(4.7		)	(3.3		)
Actuarial loss	2.6			1.4			7.7			4.3			0.9			0.7			2.7			2.2
		$3.0			$2.3			$9.1			$6.8			($0.1	)		($0.6	)		($0.4	)		$1.2

WPL	Qualified Defined Benefit Pension Plan												Other Postretirement Benefits Plans
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Service cost		$1.3			$1.1			$3.9			$3.4			$0.7			$0.7			$2.1			$2.2
Interest cost	4.1			4.1			12.3			12.1			1.0			1.1			3.1			3.7
Expected return on plan assets	(5.6		)	(5.0		)	(16.8		)	(15.0		)	(0.3		)	(0.3		)	(1.0		)	(1.0		)
Amortization of:
Prior service cost (credit)	0.2			0.1			0.4			0.4			(1.0		)	(1.1		)	(2.9		)	(2.2		)
Actuarial loss	3.0			1.8			9.1			5.3			0.6			0.5			1.7			1.6
		$3.0			$2.1			$8.9			$6.2			$1.0			$0.9			$3.0			$4.3

Directly assigned defined benefit pension plans	IPL												WPL
	Three Months						Nine Months						Three Months						Nine Months
	2012			2011			2012			2011			2012			2011			2012			2011
Interest cost		$1.8			$1.9			$5.3			$5.6			$1.3			$1.4			$3.9			$4.1
Expected return on plan assets	(2.4		)	(2.4		)	(7.2		)	(7.3		)	(1.9		)	(1.9		)	(5.5		)	(5.5		)
Amortization of:
Prior service credit	(0.1		)	(0.1		)	(0.2		)	(0.2		)	—			—			(0.1		)	(0.1		)
Actuarial loss	1.0			0.7			2.9			2.2			0.9			0.8			2.7			2.2
Additional benefit costs (a)	—			0.6			—			2.8			—			0.1			—			0.7
		$0.3			$0.7			$0.8			$3.1			$0.3			$0.4			$1.0			$1.4

(a) Alliant Energy reached an agreement with the IRS, which resulted in a favorable determination letter for the Cash Balance Plan during the first quarter of 2011. The agreement with the IRS required Alliant Energy to amend the Cash Balance Plan, which was completed in the second quarter of 2011, resulting in aggregate additional benefits of $10.2 million paid by Alliant Energy to certain former participants in the Cash Balance Plan in the second half of 2011. Alliant Energy recognized $1.3 million and $10.2 million of additional benefits costs during the three and nine months ended September 30, 2011, respectively, related to these benefits. IPL recognized $0.8 million ($0.6 million directly assigned and $0.2 million allocated by Corporate Services) and $6.3 million ($2.8 million directly assigned and $3.5 million allocated by Corporate Services) of additional benefits costs during the three and nine months ended September 30, 2011, respectively, related to these benefits. WPL recognized $0.4 million ($0.1 million directly assigned and $0.3 million allocated by Corporate Services) and $3.4 million ($0.7 million directly assigned and $2.7 million allocated by Corporate Services) of additional benefits costs during the three and nine months ended September 30, 2011, respectively, related to these benefits. Refer to Note 11(c) for additional information regarding the Cash Balance Plan.

Corporate Services provides services to IPL and WPL and, as a result, IPL and WPL are allocated pension and other postretirement benefits costs (credits) associated with Corporate Services employees. The following table includes the allocated qualified and non-qualified pension and other postretirement benefits costs (credits) associated with Corporate Services employees providing services to IPL and WPL for the three and nine months ended September 30 (in millions):

	Pension Benefits Costs (a)								Other Postretirement Benefits Costs
	Three Months				Nine Months				Three Months					Nine Months
	2012		2011		2012		2011		2012		2011			2012		2011
IPL		$0.4		$1.3		$1.4		$5.4		$—		$—			$0.1		$0.4
WPL	0.4		0.9		1.0		3.9		0.1		(0.1		)	0.1		0.2

(a) For the three and nine months ended September 30, 2011, additional qualified pension benefits costs resulting from the amendment to the Cash Balance Plan in the second quarter of 2011 allocated to IPL were $0.2 million and $3.5 million, and to WPL were $0.3 million and $2.7 million, respectively.

Estimated Future and Actual Employer Contributions - Estimated and actual funding for the qualified defined benefit pension, non-qualified defined benefit pension and other postretirement benefits plans, and the directly assigned qualified and non-qualified defined benefit pension plans amounts for 2012 are as follows (in millions):

	Estimated for Calendar Year 2012						Actual Through September 30, 2012
	Alliant Energy		IPL		WPL		Alliant Energy		IPL		WPL
Qualified defined benefit pension plans		$—		$—		$—		$—		$—		$—
Non-qualified defined benefit pension plans (a)	16.3		N/A		N/A		3.1		N/A		N/A
Directly assigned defined benefit pension plans (b)	N/A		0.8		0.2		N/A		0.7		0.1
Other postretirement benefits plans	4.4		2.2		2.0		4.4		2.2		2.0

(a) Alliant Energy sponsors several non-qualified defined benefit pension plans that cover certain current and former key employees of IPL and WPL. Alliant Energy allocates pension costs to IPL and WPL for these plans. Estimated amounts for calendar year 2012 include amounts paid to a retired executive in the fourth quarter of 2012, which are expected to result in a settlement loss of $5 million in the fourth quarter of 2012.

(b) Amounts directly assigned to IPL and WPL for non-bargaining employees who are participants in Alliant Energy and Corporate Services sponsored qualified and non-qualified defined benefit pension plans.

Cash Balance Plan - Refer to Note 11(c) for discussion of a class-action lawsuit filed against the Cash Balance Plan in 2008, and an agreement Alliant Energy reached with the IRS, which resulted in a favorable determination letter for the Cash Balance Plan in 2011.

401(k) Savings Plans - A significant number of Alliant Energy, IPL and WPL employees participate in defined contribution retirement plans (401(k) savings plans). For the three and nine months ended September 30, costs related to the 401(k) savings plans, which are partially based on the participants’ level of contribution, were as follows (in millions):

	Alliant Energy								IPL (a)								WPL (a)
	Three Months				Nine Months				Three Months				Nine Months				Three Months				Nine Months
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
401(k) costs		$4.4		$4.4		$14.1		$14.3		$2.4		$2.2		$7.4		$7.1		$2.0		$2.0		$6.2		$6.6

(a) IPL’s and WPL’s amounts include allocated costs associated with Corporate Services employees.

(b) Equity Incentive Plans - A summary of compensation expense and the related income tax benefits recognized for share-based compensation awards for the three and nine months ended September 30 was as follows (in millions):

	Alliant Energy								IPL								WPL
	Three Months				Nine Months				Three Months				Nine Months				Three Months				Nine Months
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Compensation expense		$0.1		$0.1		$3.8		$4.9		$0.1		$0.1		$2.0		$2.7		$0.1		$0.1		$1.7		$2.0
Income tax benefits	—		0.1		1.5		2.0		—		0.1		0.8		1.1		0.1		—		0.7		0.8

As of September 30, 2012, total unrecognized compensation cost related to share-based compensation awards was $9.8 million, which is expected to be recognized over a weighted average period of between one and two years. Share-based compensation expense is recognized on a straight-line basis over the requisite service periods and is primarily recorded in “Utility - Other operation and maintenance” in the Condensed Consolidated Statements of Income.

In the first quarter of 2012, Alliant Energy granted performance shares, performance units, performance-contingent restricted stock and performance contingent cash awards to certain key employees. Payouts of nonvested awards issued in 2012 are prorated at retirement, death or disability based on time worked during the first year of the performance period and achievement of the performance criteria. Upon achievement of the performance criteria, payouts of these awards to participants who terminate employment after the first year of the performance period due to retirement, death or disability are not prorated. Participants’ nonvested awards issued in 2012 are forfeited if the participant voluntarily leaves Alliant Energy or is terminated for cause.

Performance Shares and Units - Alliant Energy assumes it will make future payouts of its performance shares and units in cash; therefore, performance shares and units are accounted for as liability awards.

Performance Shares - A summary of the performance shares activity for the nine months ended September 30 was as follows:

	2012		2011
	Shares (a)		Shares (a)
Nonvested shares, January 1	236,979		234,518
Granted	45,612		64,217
Vested (b)	(111,980	)	(57,838	)
Forfeited	(25,334	)	(3,918	)
Nonvested shares, September 30	145,277		236,979

(a) Share amounts represent the target number of performance shares. Each performance share’s value is based on the price of one share of Alliant Energy’s common stock at the end of the performance period. The actual number of shares that will be paid out upon vesting is dependent upon actual performance and may range from zero to 200% of the target number of shares.

(b) In the first quarter of 2012, 111,980 performance shares granted in 2009 vested at 162.5% of the target, resulting in payouts valued at $8.0 million, which consisted of a combination of cash and common stock (6,399 shares). In the first quarter of 2011, 57,838 performance shares granted in 2008 vested at 75% of the target, resulting in payouts valued at $1.6 million, which consisted of a combination of cash and common stock (1,387 shares).

Performance Units - A summary of the performance unit activity for the nine months ended September 30 was as follows:

	2012		2011
	Units (a)		Units (a)
Nonvested units, January 1	42,996		23,128
Granted	24,686		23,975
Forfeited	(878	)	(4,107	)
Nonvested units, September 30	66,804		42,996

(a) Unit amounts represent the target number of performance units. Each performance unit’s value is based on the average price of one share of Alliant Energy’s common stock on the grant date of the award. The actual payout for performance units is dependent upon actual performance and may range from zero to 200% of the target number of units.

Fair Value of Awards - Information related to fair values of nonvested performance shares and units at September 30, 2012 by year of grant, were as follows:

	Performance Shares									Performance Units
	2012			2011			2010			2012			2011			2010
	Grant			Grant			Grant			Grant			Grant			Grant
Nonvested awards	45,612			45,235			54,430			24,686			21,693			20,425
Alliant Energy common stock closing price on September 30, 2012		$43.39			$43.39			$43.39
Alliant Energy common stock average price on grant date											$43.05			$38.75			$32.56
Estimated payout percentage based on performance criteria	78		%	91		%	162		%	78		%	91		%	162		%
Fair values of each nonvested award		$33.84			$39.48			$70.29			$33.58			$35.26			$52.74

At September 30, 2012, fair values of nonvested performance shares and units were calculated using a Monte Carlo simulation to determine the anticipated total shareowner returns of Alliant Energy and its investor-owned utility peer groups. Expected volatility was based on historical volatilities using daily stock prices over the past three years. Expected dividend yields were calculated based on the most recent quarterly dividend rates announced prior to the measurement date and stock prices at the measurement date. The risk-free interest rate was based on the three-year U.S. Treasury rate in effect as of the measurement date.

Restricted Stock - Restricted stock consists of time-based and performance-contingent restricted stock.

Time-based restricted stock - A summary of the time-based restricted stock activity for the nine months ended September 30 was as follows:

	2012				2011
	Shares		Weighted Average Fair Value		Shares		Weighted Average Fair Value
Nonvested shares, January 1	35,800			$30.87	70,033			$32.27
Granted during first quarter	—		—		5,000		39.86
Vested	(32,466	)	29.95		(38,633	)	34.60
Forfeited	—		—		(600	)	29.41
Nonvested shares, September 30	3,334		39.86		35,800		30.87

Performance-contingent restricted stock - A summary of the performance-contingent restricted stock activity for the nine months ended September 30 was as follows:

	2012				2011
	Shares		Weighted Average Fair Value		Shares		Weighted Average Fair Value
Nonvested shares, January 1	301,738			$32.60	296,190			$32.32
Granted during first quarter	45,612		43.05		64,217		38.75
Vested	(65,172	)	32.56		(53,274	)	37.93
Forfeited	(70,527	)	39.93		(5,395	)	38.00
Nonvested shares, September 30	211,651		32.42		301,738		32.60

Non-qualified Stock Options - A summary of the stock option activity for the nine months ended September 30 was as follows:

	2012				2011
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding, January 1	63,889			$24.21	163,680			$24.51
Exercised	(38,711	)	24.41		(62,481	)	27.10
Outstanding and exercisable, September 30	25,178		23.89		101,199		22.92

The weighted average remaining contractual term for options outstanding and exercisable at September 30, 2012 was between one and two years. The aggregate intrinsic value of options outstanding and exercisable at September 30, 2012 was $0.5 million.

Other information related to stock option activity for the three and nine months ended September 30 was as follows (in millions):

	Three Months				Nine Months
	2012		2011		2012		2011
Cash received from stock options exercised		$0.2		$0.1		$0.9		$1.7
Aggregate intrinsic value of stock options exercised	0.3		—		0.8		0.8
Income tax benefit from the exercise of stock options	0.1		—		0.3		0.3

Performance Contingent Cash Awards - A summary of the performance contingent cash awards activity for the nine months ended September 30 was as follows:

	2012		2011
	Awards		Awards
Nonvested awards, January 1	46,676		23,428
Granted	36,936		23,975
Vested (a)	(21,605	)	—
Forfeited	(1,533	)	(727	)
Nonvested awards, September 30	60,474		46,676

(a) In the first quarter of 2012, 21,605 performance contingent cash awards granted in 2010 vested, resulting in cash payouts valued at $0.9 million.