(21) RELATED PARTIES

System Coordination and Operating Agreement - IPL and WPL are parties to a system coordination and operating agreement whereby Corporate Services serves as agent on behalf of IPL and WPL. The agreement, which has been approved or reviewed by FERC and all state regulatory bodies having jurisdiction, provides a contractual basis for coordinated planning, construction, operation and maintenance of the interconnected electric generation systems of IPL and WPL. As agent of the agreement, Corporate Services enters into energy, capacity, ancillary services, and transmission sale and purchase transactions. Corporate Services allocates such sales and purchases among IPL and WPL based on procedures included in the agreement. The sales credited to and purchases billed to IPL and WPL were as follows (in millions):


	IPL						WPL
	2011		2010		2009		2011		2010		2009
Sales credited	$	31	$	28	$	54	$	28	$	24	$	72
Purchases billed		307		341		270		77		73		121

Service Agreement - Pursuant to a service agreement, IPL and WPL receive various administrative and general services from an affiliate, Corporate 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, benefits and fees associated with various professional services. The amounts billed to IPL and WPL were as follows (in millions):


	IPL						WPL
	2011		2010		2009		2011		2010		2009
Corporate Services billings	$	153	$	170	$	153	$	119	$	127	$	112

As of Dec. 31, net intercompany payables to Corporate Services were as follows (in millions):


	2011		2010
IPL	$	82	$	79
WPL		48		42

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 were as follows (in millions):


	2011		2010		2009
ATC billings to WPL	$	90	$	92	$	83
WPL billings to ATC		12		11		13

As of Dec. 31, 2011 and 2010, WPL owed ATC net amounts of $6 million and $7 million, respectively.

IPL's Sale of Certain Wind Project Assets to Resources - Pursuant to a wind development asset purchase and sale agreement, IPL sold Resources wind project assets for the Franklin County wind project in 2011 for $115.3 million. Refer to Note 1(e) for additional information.

Construction Services for IPL's Whispering Willow - East Wind Project - IPL engaged RMT to provide certain construction services for its Whispering Willow - East wind project. In 2009, RMT recognized $45 million of revenues from IPL related to this project. As of both Dec. 31, 2011 and 2010, IPL owed RMT $0 related to this project.

WPL's Acquisition of the Neenah Energy Facility - In 2009, WPL acquired a 300 MW, simple-cycle, dual-fueled (natural gas/diesel) electric generating facility and related inventories (diesel fuel and materials and supplies) located in Neenah, Wisconsin from Resources for $92.4 million. The purchase price was allocated to property, plant and equipment ($90 million), production fuel ($1 million) and materials and supplies ($1 million) based on the net book value of the assets acquired.

WPL's Sheboygan Falls Energy Facility Lease - Refer to Note 3(b) for discussion of WPL's Sheboygan Falls Energy Facility lease.

Related Parties

(21) RELATED PARTIES

System Coordination and Operating Agreement - IPL and WPL are parties to a system coordination and operating agreement whereby Corporate Services serves as agent on behalf of IPL and WPL. The agreement, which has been approved or reviewed by FERC and all state regulatory bodies having jurisdiction, provides a contractual basis for coordinated planning, construction, operation and maintenance of the interconnected electric generation systems of IPL and WPL. As agent of the agreement, Corporate Services enters into energy, capacity, ancillary services, and transmission sale and purchase transactions. Corporate Services allocates such sales and purchases among IPL and WPL based on procedures included in the agreement. The sales credited to and purchases billed to IPL and WPL were as follows (in millions):


	IPL						WPL
	2011		2010		2009		2011		2010		2009
Sales credited	$	31	$	28	$	54	$	28	$	24	$	72
Purchases billed		307		341		270		77		73		121

Service Agreement - Pursuant to a service agreement, IPL and WPL receive various administrative and general services from an affiliate, Corporate 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, benefits and fees associated with various professional services. The amounts billed to IPL and WPL were as follows (in millions):


	IPL						WPL
	2011		2010		2009		2011		2010		2009
Corporate Services billings	$	153	$	170	$	153	$	119	$	127	$	112

As of Dec. 31, net intercompany payables to Corporate Services were as follows (in millions):


	2011		2010
IPL	$	82	$	79
WPL		48		42

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 were as follows (in millions):


	2011		2010		2009
ATC billings to WPL	$	90	$	92	$	83
WPL billings to ATC		12		11		13

As of Dec. 31, 2011 and 2010, WPL owed ATC net amounts of $6 million and $7 million, respectively.

IPL's Sale of Certain Wind Project Assets to Resources - Pursuant to a wind development asset purchase and sale agreement, IPL sold Resources wind project assets for the Franklin County wind project in 2011 for $115.3 million. Refer to Note 1(e) for additional information.

Construction Services for IPL's Whispering Willow - East Wind Project - IPL engaged RMT to provide certain construction services for its Whispering Willow - East wind project. In 2009, RMT recognized $45 million of revenues from IPL related to this project. As of both Dec. 31, 2011 and 2010, IPL owed RMT $0 related to this project.

WPL's Acquisition of the Neenah Energy Facility - In 2009, WPL acquired a 300 MW, simple-cycle, dual-fueled (natural gas/diesel) electric generating facility and related inventories (diesel fuel and materials and supplies) located in Neenah, Wisconsin from Resources for $92.4 million. The purchase price was allocated to property, plant and equipment ($90 million), production fuel ($1 million) and materials and supplies ($1 million) based on the net book value of the assets acquired.

WPL's Sheboygan Falls Energy Facility Lease - Refer to Note 3(b) for discussion of WPL's Sheboygan Falls Energy Facility lease.

Related Parties

(21) RELATED PARTIES

System Coordination and Operating Agreement - IPL and WPL are parties to a system coordination and operating agreement whereby Corporate Services serves as agent on behalf of IPL and WPL. The agreement, which has been approved or reviewed by FERC and all state regulatory bodies having jurisdiction, provides a contractual basis for coordinated planning, construction, operation and maintenance of the interconnected electric generation systems of IPL and WPL. As agent of the agreement, Corporate Services enters into energy, capacity, ancillary services, and transmission sale and purchase transactions. Corporate Services allocates such sales and purchases among IPL and WPL based on procedures included in the agreement. The sales credited to and purchases billed to IPL and WPL were as follows (in millions):


	IPL						WPL
	2011		2010		2009		2011		2010		2009
Sales credited	$	31	$	28	$	54	$	28	$	24	$	72
Purchases billed		307		341		270		77		73		121

Service Agreement - Pursuant to a service agreement, IPL and WPL receive various administrative and general services from an affiliate, Corporate 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, benefits and fees associated with various professional services. The amounts billed to IPL and WPL were as follows (in millions):


	IPL						WPL
	2011		2010		2009		2011		2010		2009
Corporate Services billings	$	153	$	170	$	153	$	119	$	127	$	112

As of Dec. 31, net intercompany payables to Corporate Services were as follows (in millions):


	2011		2010
IPL	$	82	$	79
WPL		48		42

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 were as follows (in millions):


	2011		2010		2009
ATC billings to WPL	$	90	$	92	$	83
WPL billings to ATC		12		11		13

As of Dec. 31, 2011 and 2010, WPL owed ATC net amounts of $6 million and $7 million, respectively.

IPL's Sale of Certain Wind Project Assets to Resources - Pursuant to a wind development asset purchase and sale agreement, IPL sold Resources wind project assets for the Franklin County wind project in 2011 for $115.3 million. Refer to Note 1(e) for additional information.

Construction Services for IPL's Whispering Willow - East Wind Project - IPL engaged RMT to provide certain construction services for its Whispering Willow - East wind project. In 2009, RMT recognized $45 million of revenues from IPL related to this project. As of both Dec. 31, 2011 and 2010, IPL owed RMT $0 related to this project.

WPL's Acquisition of the Neenah Energy Facility - In 2009, WPL acquired a 300 MW, simple-cycle, dual-fueled (natural gas/diesel) electric generating facility and related inventories (diesel fuel and materials and supplies) located in Neenah, Wisconsin from Resources for $92.4 million. The purchase price was allocated to property, plant and equipment ($90 million), production fuel ($1 million) and materials and supplies ($1 million) based on the net book value of the assets acquired.

WPL's Sheboygan Falls Energy Facility Lease - Refer to Note 3(b) for discussion of WPL's Sheboygan Falls Energy Facility lease.