RELATED PARTIES

Service Agreements - IPL and WPL are parties to service agreements with an affiliate, Corporate Services. Pursuant to these service agreements, IPL and WPL receive various administrative and general services. These services are billed to IPL and WPL at cost based on expenses incurred by Corporate Services for the benefit of IPL and WPL, respectively. These costs consisted primarily of employee compensation and benefits, fees associated with various professional services and a return on net assets. Corporate Services also acts as agent on behalf of IPL and WPL pursuant to the service agreements. As agent, Corporate Services enters into energy, capacity, ancillary services, and transmission sale and purchase transactions within MISO and PJM. Corporate Services assigns such sales and purchases among IPL and WPL based on statements received from MISO and PJM. The amounts billed for services provided, sales credited and purchases billed for the three and nine months ended September 30 were as follows (in millions):



	IPL								WPL
	Three Months				Nine Months				Three Months				Nine Months
	2014		2013		2014		2013		2014		2013		2014		2013
Corporate Services billings		$37		$39		$111		$107		$30		$28		$89		$77
Sales credited	2		2		6		5		2		3		4		10
Purchases billed	106		108		313		260		34		16		92		44

Net intercompany payables to Corporate Services were as follows (in millions):



	IPL		WPL
	September 30, 2014	December 31, 2013	September 30, 2014	December 31, 2013
Net payables to Corporate Services	$87	$62	$54	$46

ATC - Pursuant to various agreements, WPL receives a range of transmission services from ATC. WPL provides operation, maintenance, and construction services to ATC. WPL and ATC also bill each other for use of shared facilities owned by each party. The related amounts billed between the parties for the three and nine months ended September 30 were as follows (in millions):



	Three Months				Nine Months
	2014		2013		2014		2013
ATC billings to WPL		$24		$24		$72		$72
WPL billings to ATC	3		2		7		9

WPL owed ATC net amounts of $7 million as of September 30, 2014 and $8 million as of December 31, 2013.

Related Parties

RELATED PARTIES

Service Agreements - IPL and WPL are parties to service agreements with an affiliate, Corporate Services. Pursuant to these service agreements, IPL and WPL receive various administrative and general services. These services are billed to IPL and WPL at cost based on expenses incurred by Corporate Services for the benefit of IPL and WPL, respectively. These costs consisted primarily of employee compensation and benefits, fees associated with various professional services and a return on net assets. Corporate Services also acts as agent on behalf of IPL and WPL pursuant to the service agreements. As agent, Corporate Services enters into energy, capacity, ancillary services, and transmission sale and purchase transactions within MISO and PJM. Corporate Services assigns such sales and purchases among IPL and WPL based on statements received from MISO and PJM. The amounts billed for services provided, sales credited and purchases billed for the three and nine months ended September 30 were as follows (in millions):



	IPL								WPL
	Three Months				Nine Months				Three Months				Nine Months
	2014		2013		2014		2013		2014		2013		2014		2013
Corporate Services billings		$37		$39		$111		$107		$30		$28		$89		$77
Sales credited	2		2		6		5		2		3		4		10
Purchases billed	106		108		313		260		34		16		92		44

Net intercompany payables to Corporate Services were as follows (in millions):



	IPL		WPL
	September 30, 2014	December 31, 2013	September 30, 2014	December 31, 2013
Net payables to Corporate Services	$87	$62	$54	$46

ATC - Pursuant to various agreements, WPL receives a range of transmission services from ATC. WPL provides operation, maintenance, and construction services to ATC. WPL and ATC also bill each other for use of shared facilities owned by each party. The related amounts billed between the parties for the three and nine months ended September 30 were as follows (in millions):



	Three Months				Nine Months
	2014		2013		2014		2013
ATC billings to WPL		$24		$24		$72		$72
WPL billings to ATC	3		2		7		9

WPL owed ATC net amounts of $7 million as of September 30, 2014 and $8 million as of December 31, 2013.