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 six months ended June 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. Currently, Alliant Energy expects its large renewable construction projects to be 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 the 2019 Form 10-K 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 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, and this has continued through July 2020. For the second quarter of 2020 compared to the second quarter of 2019, Alliant Energy's retail electric residential temperature-normalized sales increased 5%, and its retail electric commercial and industrial temperature-normalized sales decreased 9% in aggregate. While sales to retail electric

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commercial and industrial customers started to rebound in June 2020 and July 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.

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' abilities 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. In addition, Alliant Energy recorded an $8 million credit loss charge in the first quarter of 2020 related to legacy guarantees associated with an affiliate of Whiting Petroleum, partly as a result of the increasing concerns and impacts from the pandemic on the depressed oil and gas prices.

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 six months ended June 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. Other provisions of the CARES Act that Alliant Energy is currently evaluating include deferral of 2020 remaining pension contributions and payroll taxes to 2021 and 2022. In addition, the CARES Act provides additional funding to the Low Income Home Energy Assistance Program, which assists certain of Alliant Energy's customers with managing their energy costs. The CARES Act also provides financial support for certain of Alliant Energy's small business customers.



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.

• In May 2020, WPL filed an application with the PSCW 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's proposal utilizes anticipated fuel-related cost savings in
    2021 to offset the revenue requirement impacts of the Kossuth wind farm
    expected to be placed in service in late 2020. In addition, WPL's proposal
    utilizes excess deferred tax benefits to partially offset the revenue
    requirement of the expansion of its gas distribution system in Western
    Wisconsin also expected to be placed in service in late 2020. WPL's proposal
    also seeks additional flexibility to mitigate certain cost impacts outside of
    its control due to the COVID-19 pandemic if circumstances warrant.

• 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 July 2020, the PSCW issued a decision directing WPL to refund $12 million


    of 2019 fuel-related cost over-collections to its retail electric customers
    in September 2020.



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.



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

Riverside Energy Center (730 MW).

• 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,
    which is expected to qualify for 30% investment tax credits, 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). WPL proposes to own and operate the solar projects
    through a tax equity partnership, with approximately 35% to 45% of the
    construction costs financed with capital from the tax equity partner,
    allowing WPL's customers to share the costs of the solar projects with an
    investment partner for 10 years or less, while ensuring its customers receive
    energy, capacity, and renewable energy credit benefits from the projects. WPL
    would expect to purchase the tax equity partner's interest in the solar
    projects within 10 years of operation, and then convert to a traditional
    ownership structure for the remainder of the useful life of the projects.
    WPL's estimated portion of capital expenditures for the 675 MW of new solar
    generation, excluding allowance for funds used during construction, is
    currently expected to be approximately $885 million in aggregate ($25
    million, $410 million, $370 million and $80 million in 2020 through 2023,
    respectively). Assuming 35% of the construction costs are financed by the tax
    equity partner, WPL would receive approximately $190 million and $110 million
    from the tax equity partner in 2022 and 2023, respectively. WPL requested to
    include $585 million in rate base, which reflects its portion of capital
    expenditures, less the amounts financed by the tax equity partner. 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 July 2020, Alliant Energy announced it achieved its goal that 30% of its


    overall energy mix be from renewable resources and establishment of 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.

Financings:

• 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

June 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.



                             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.

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.

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

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