This MDA includes information relating to Alliant Energy, and IPL and WPL (collectively, the Utilities), as well as ATC Holdings, AEF 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 Financial Statements and the Notes included in this report, as well as the financial statements, notes and MDA included in the 2019 Form 10-K . Unless otherwise noted, all "per share" references in MDA refer to earnings per diluted share.



                                2020 HIGHLIGHTS

Key highlights since the filing of the 2019 Form 10-K include the following:

COVID-19:

The outbreak of COVID-19 has become a global pandemic and Alliant Energy's service territories are not immune to the challenges presented by COVID-19. Despite these challenges, Alliant Energy, IPL and WPL continue to focus on providing the critical, reliable service their customers depend on, while emphasizing the health and welfare of their employees, customers and communities. Alliant Energy, IPL and WPL have not experienced significant impacts on their overall business operations, financial condition, results of operations or cash flows for the three and nine months ended September 30, 2020; however, the degree to which the COVID-19 pandemic may impact such items in the future is currently unknown and will depend on future developments of the pandemic as well as possible additional actions by government and regulatory authorities. Alliant Energy has mitigated the impact of sales declines from COVID-19 by accelerating planned cost transformation activities. Actual and potential impacts from COVID-19 include, but are not limited to, the following:

Operational and Supply Chain Impacts - Alliant Energy has modified certain business practices to help ensure the health and safety of its employees, contractors, customers and vendors consistent with orders and best practices issued by government and regulatory authorities. For example, Alliant Energy implemented its business continuity and pandemic plans for critical items and services, including travel restrictions, physical distancing, working-from-home protocols, and rescheduling of planned EGU outages. Alliant Energy also temporarily suspended service disconnects, waived late payment fees for its customers, and modified reconnect service procedures to ensure continuity of service for customers unable to pay their bills and consistency with regulatory orders.

While Alliant Energy has not experienced any significant issues to-date, it continues to monitor potential disruptions or constraints in materials and supplies from key suppliers. In addition, Alliant Energy's construction projects are currently progressing as planned with added safety protocols, and while it continues to monitor its supply chain, there have been no immediate disruptions. Alliant Energy's wind farms under construction during the pandemic were placed in service as previously planned to meet the timing requirements to qualify for the maximum renewable tax credits. In addition, Alliant Energy does not currently expect any material changes to its construction and acquisition expenditures plans disclosed in " Liquidity and Capital Resources " resulting from COVID-19.

Alliant Energy has not experienced, and currently does not expect, an interruption in its ability to provide electric and natural gas services to its customers. Alliant Energy currently expects to incur incremental direct expenses related to certain of these operational changes and does not expect them to have a material impact on its results of operations.

Customer Impacts - COVID-19 has resulted in various travel restrictions and closures of commercial spaces and industrial facilities in Alliant Energy's service territories. While the total expected impact of COVID-19 on future sales is currently unknown, Alliant Energy has experienced higher electric residential sales and lower electric commercial and industrial sales since the outset of the pandemic. For the nine months ended September 30, 2020 compared to the same period in 2019, Alliant Energy's retail electric residential temperature-normalized sales increased 3%, and its retail electric commercial and industrial temperature-normalized sales decreased 4% in aggregate. While sales to retail electric commercial and industrial customers have largely recovered to pre-COVID-19 levels in the third quarter of 2020, given the continued uncertainty of COVID-19 impacts on sales, Alliant Energy currently expects a slight reduction in temperature-normalized retail sales in 2020 compared to 2019. From a sensitivity perspective, Alliant Energy currently estimates that an annual 1% increase/decrease in sales for each customer type would result in corresponding annual impacts of $0.02 EPS for its retail electric residential customers, $0.01 EPS for its retail electric commercial customers and $0.01 EPS for its retail electric industrial customers.

Liquidity and Capital Resources Impacts - In response to the uncertainty of the impacts of COVID-19, Alliant Energy enhanced its liquidity position in the first quarter of 2020 by settling $222 million under the equity forward sale agreements and AEF accelerating the refinancing of its $300 million term-loan credit agreement that would have been due in April 2020. In March 2020 and April 2020, Alliant Energy and WPL borrowed under the single credit facility for a portion of their cash needs to obtain more favorable interest rates than available in the commercial paper market. This single credit facility also allows borrowing capacity to shift among Alliant Energy (at the parent company level), IPL and WPL as needed. In April 2020, WPL issued $350 million of debentures due 2050, and in June 2020, IPL issued $400 million of senior debentures due 2030. In June 2020, IPL and WPL retired $200 million and $150 million of long-term debt, respectively, and there are no other material long-term debt maturities in 2020 and 2021. In addition, IPL maintains a sales of accounts receivable program as an alternative financing source; however, if customer arrears were to exceed certain levels, IPL's access to the program may be restricted.



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Alliant Energy, IPL and WPL currently expect to maintain compliance with the financial covenants of the credit facility agreement, and Alliant Energy currently expects to maintain compliance with the financial covenants in AEF's term loan credit agreement. In addition, Alliant Energy currently expects to have adequate liquidity to fulfill its contractual obligations, access to capital markets and continue with its planned quarterly dividend payments.

Credit Risk Impacts - Alliant Energy's temporary suspension of service disconnects and waivers of late payment fees for its customers, as well as broad economic factors, may negatively impact its customers' willingness and ability to pay, which could increase customer arrears and bad debts, and negatively impact Alliant Energy's cash flows from operations. Currently, Alliant Energy does not anticipate any material credit risk related to its commodity transactions.

Regulatory Impacts - In March 2020, WPL received authorization from the PSCW to defer certain incremental costs incurred resulting from COVID-19, including bad debt expenses and foregone revenues from late payment fees and deposits. In June 2020, IPL filed a proposal with the IUB for utilization of a regulatory asset account to track increased expenses and other financial impacts incurred after March 1, 2020 resulting from COVID-19. The recovery of any authorized deferrals will be addressed in future regulatory proceedings. For the three and nine months ended September 30, 2020, such recorded amounts were not material.

Legislative Impacts - In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted. The most significant provision of the CARES Act for Alliant Energy relates to an acceleration of refunds of existing alternative minimum tax credits to improve liquidity. In July 2020, Alliant Energy received $11 million of credits that otherwise would have been received in 2021 and 2022. In addition, Alliant Energy has deferred certain 2020 payroll taxes to 2021 and 2022. The CARES Act also provides additional funding to the Low Income Home Energy Assistance Program, which assists certain of Alliant Energy's customers with managing their energy costs, as well as financial support for certain of Alliant Energy's residential, small business and non-profit customers.

August 2020 Derecho Windstorm: In August 2020, a derecho windstorm caused considerable damage to IPL's electric distribution system in its service territory, and over 250,000 of its customers lost power. IPL completed its initial restoration efforts in August 2020 and expects permanent repairs to the system to continue throughout 2020. Refer to

Note 2 for further discussion, including IPL's current estimate and requested regulatory treatment of certain incremental costs and benefits incurred resulting from the windstorm.



Rate Matters:
•   Final retail electric rates for IPL's 2020 Forward-looking Test Period rate
    review were effective February 26, 2020. Effective with the implementation of
    final rates, IPL started to recover a return of and return on its new wind
    generation placed in service in 2019 and 2020 through the renewable energy
    rider. IPL currently expects to file a subsequent proceeding with the IUB in
    the first half of 2021 for its 2020 Forward-looking Test Period retail
    electric and gas rate reviews, which will compare actual revenues and costs
    to those initially forecasted by IPL. IPL currently does not expect any rate
    adjustments from the subsequent proceeding.

• In August 2020, the PSCW issued an oral decision authorizing WPL to maintain


    its current retail electric and gas base rates, authorized return on common
    equity, regulatory capital structure and earnings sharing mechanism through
    the end of 2021. WPL will utilize anticipated fuel-related cost savings in
    2021 to offset the revenue requirement impacts of the Kossuth wind farm,
    which was placed in service in October 2020. In addition, WPL will utilize
    excess deferred tax benefits to partially offset the revenue requirement of
    the expansion of its gas distribution system in Western Wisconsin, which is
    expected to be placed in service in late 2020. A written order from the PSCW
    is currently expected in the fourth quarter of 2020.

• In the second quarter of 2020, pursuant to a June 2020 IUB order, IPL issued

$42 million of credits to its retail electric customers through its

transmission cost rider for amounts previously collected in rates.

• In September 2020, pursuant to an August 2020 PSCW order, WPL refunded $12

million of 2019 fuel-related cost over-collections to its retail electric

customers.

• In September 2020, IPL made a buyout payment of $110 million in exchange for


    shortening the term of its DAEC PPA by 5 years. Pursuant to IUB and FERC
    orders, the buyout payment will be recovered from IPL's retail and wholesale
    customers beginning in the fourth quarter of 2020 and through the end of
    2025.

• Beginning in the third quarter of 2020, IPL began providing retail electric


    billing credits that will continue through June 2021, which in aggregate
    include $27 million of excess deferred tax benefits and $8 million from a
    partial refund of interim rates implemented in 2019.

• WPL currently expects to file a retail electric and gas rate review with the


    PSCW in the second quarter of 2021 for either a single or multiple year
    forward-looking test period.



Customer Investments:
•   In March 2020, IPL completed the construction of the Golden Plains wind farm

in Iowa (200 MW).

• In April 2020, WPL received authorization from the PSCW to expand its gas

distribution system in Western Wisconsin, which is currently expected to be

completed in 2020.

• In May 2020, WPL completed the construction of the natural gas-fired West


    Riverside Energy Center (730 MW).



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• In May 2020, WPL filed a Certificate of Authority with the PSCW for approval


    to acquire, construct, own, and operate up to 675 MW of new solar generation
    in the following Wisconsin counties: Grant (200 MW in 2023), Sheboygan (150
    MW in 2022), Wood (150 MW in 2022), Jefferson (75 MW in 2022), Richland (50
    MW in 2022) and Rock (50 MW in 2023). The 675 MW of new solar generation
    would replace energy and capacity being eliminated with the planned
    retirement of the coal-fired Edgewater Generating Station (414 MW) by the end
    of 2022, which is subject to change depending on operational, regulatory,
    market and other factors. In addition, WPL currently expects to file a second
    Certificate of Authority with the PSCW in the first half of 2021 for
    approximately 325 MW of new solar generation. Estimated capital expenditures
    for these planned projects for 2020 through 2024 are included in the
    "Renewable projects" line in the construction and acquisition table in
    "  Liquidity and Capital Resources  ." WPL currently assumes that a portion
    of the construction costs will be financed by a tax equity partner, which is
    discussed in "IPL and WPL Solar Project Tax Equity Credits" in "  Liquidity
    and Capital Resources  ."

• In July 2020, Alliant Energy announced updated voluntary


    environmental-related goals based on its clean energy strategy. By 2030,
    Alliant Energy expects to reduce carbon dioxide emissions by 50% and water
    supply by 75% from 2005 levels from its owned fossil-fueled generation. By
    2040, Alliant Energy expects to eliminate all coal-fired EGUs from its
    generating fleet, and by 2050, seeks to achieve an aspirational goal of
    net-zero carbon dioxide emissions from the electricity it generates. Future
    updates to sustainable energy plans and attaining these goals will depend on
    future economic developments, evolving energy technologies and emerging
    trends in Alliant Energy's service territories.

• In September 2020, IPL completed the construction of the Richland wind farm

in Iowa (130 MW).

• In October 2020, WPL completed the construction of the Kossuth wind farm in

Iowa (150 MW).

• Alliant Energy's cleaner energy strategy includes IPL's planned development


    and acquisition of up to 400 MW of solar generation by the end of 2023 and up
    to 100 MW of distributed energy resources, including community solar and
    energy storage systems beginning in 2022. IPL currently plans to file for
    advance rate-making principles for the up to 400 MW of solar generation in
    the first half of 2021. Estimated capital expenditures for these planned
    projects for 2020 through 2024 are included in the "Renewable projects" line
    in the construction and acquisition table in "  Liquidity and Capital
    Resources  ." IPL currently assumes that a portion of the construction costs
    for the new solar generation will be financed by a tax equity partner, which
    is discussed in "IPL and WPL Solar Project Tax Equity Credits" in
    "  Liquidity and Capital Resources  ." The 400 MW of new solar generation
    would help replace a portion of the energy and capacity expected to be
    eliminated with the planned retirement of the coal-fired Lansing Generating
    Station (275 MW) by the end of 2022 and the expected reduction of energy and
    capacity resulting from the planned fuel switch of the Burlington Generating
    Station (212 MW) from coal to natural gas by the end of 2021. Both the
    Lansing Generating Station planned retirement and the planned fuel switch of
    the Burlington Generating Station are subject to change depending on
    operational, regulatory, market and other factors.



Financings and Common Stock Dividends:
•   In March 2020, Alliant Energy settled $222 million under the equity forward

sale agreements by delivering 4,275,127 shares of newly issued Alliant Energy

common stock at a weighted average forward sale price of $51.98 per share.

• In March 2020, AEF entered into a $300 million variable rate (1% as of

September 30, 2020) term loan credit agreement (with Alliant Energy as
    guarantor), which expires in March 2022, and used the borrowings under this
    agreement to retire its $300 million variable rate term loan credit agreement
    that would have expired in April 2020.

• In April 2020, WPL issued $350 million of 3.65% debentures due 2050. The net


    proceeds from the issuance were used by WPL to reduce borrowings under the
    single credit facility, which currently expires in August 2023, and for
    general corporate purposes. In June 2020, WPL retired its $150 million 4.6%
    debentures.

• In June 2020, IPL issued $400 million of 2.3% senior debentures due 2030. The


    net proceeds from the issuance were used by IPL to retire its $200 million
    3.65% senior debentures that would have matured in September 2020 and for
    general corporate purposes.

• Refer to " Results of Operations " for discussion of expected issuances of


    common stock dividends and long-term debt in 2021.



                             RESULTS OF OPERATIONS

Results of operations include financial information prepared in accordance with GAAP as well as utility electric margins and utility gas margins, which are not measures of financial performance under GAAP. Utility electric margins are defined as electric revenues less electric production fuel, purchased power and electric transmission service expenses. Utility gas margins are defined as gas revenues less cost of gas sold. Utility electric margins and utility gas margins are non-GAAP financial measures because they exclude other utility and non-utility revenues, other operation and maintenance expenses, depreciation and amortization expenses, and taxes other than income tax expense.

Management believes that utility electric and gas margins provide a meaningful basis for evaluating and managing utility operations since electric production fuel, purchased power and electric transmission service expenses and cost of gas sold are generally passed through to customers, and therefore, result in changes to electric and gas revenues that are comparable to changes in such expenses. The presentation of utility electric and gas margins herein is intended to provide supplemental information for investors regarding operating performance. These utility electric and gas margins may not be comparable to how other entities define utility electric and gas margin. Furthermore, these measures are not intended to replace operating income as determined in accordance with GAAP as an indicator of operating performance.

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Additionally, the table below includes EPS for Utilities and Corporate Services, ATC Holdings, and Non-utility and Parent, which are non-GAAP financial measures. Alliant Energy believes these non-GAAP financial measures are useful to investors because they facilitate an understanding of segment performance and trends, and provide additional information about Alliant Energy's operations on a basis consistent with the measures that management uses to manage its operations and evaluate its performance.

Financial Results Overview - Alliant Energy's net income and EPS attributable to Alliant Energy common shareowners for the three months ended September 30 were as follows (dollars in millions, except per share amounts):

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