signature=0fc907b60e188a6201d82c0819a067f3,Q1 2007 10Q DOC

In July 2006, the FASB issued FASB Interpretation

No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN No. 48"), which

clarifies the accounting for uncertainty in income taxes recognized in a company's financial

statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes."

The interpretation prescribes a recognition threshold and measurement criteria for the financial

statement recognition and measurement of a tax position taken or expected to be taken in a tax

return. It also provides guidance on derecognition, classification, interest and penalties,

accounting in interim periods, disclosure and transition.

IPALCO adopted the provisions of FIN No. 48 on January 1, 2007.  Under FIN No. 48, IPALCO

must recognize the tax benefit from an uncertain tax position only if it is more likely than not

that the tax position will be sustained on examination by the taxing authorities, based on the

technical merits of the position. The tax benefits recognized in the financial statements from such

a position are measured based on the largest benefit that has a greater than fifty percent

likelihood of being realized upon ultimate resolution. The impact of IPALCO's reassessment of its

tax positions in accordance with FIN No. 48 did not have a material effect on the results of

operations, financial condition or liquidity.  See Note 6 "Income Taxes".

Statement of Financial Accounting Standards ("SFAS") No. 157 "Fair Value

Measurements"

In September 2006, the FASB released SFAS No. 157, "Fair Value Measurements," to

define fair value, establish a framework for measuring fair value in accordance with accounting

principles generally accepted in the United States of America, and expand disclosures about fair

value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007.

Management has determined that SFAS No. 157 will not change the way we currently estimate fair value

on any of our assets or liabilities.

SFAS No. 159 "The Fair Value Option for Financial Assets and Financial

Liabilities"

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial

Assets and Financial Liabilities." SFAS No. 159 permits entities to choose to measure many

financial instruments and certain other items at fair value and establishes presentation and

disclosure requirements designed to facilitate comparisons between entities that choose different

measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for

IPALCO beginning in 2008, but early adoption is permitted. IPALCO has chosen not to early adopt and

management does not believe SFAS No. 159 will have a material impact on our results of operations or

financial position.

4. EQUIPMENT PURCHASE

On March 5, 2007, IPL filed a petition with the IURC for approval of, or a declination of

jurisdiction over, IPL's plans to acquire a combustion turbine owned by DTE Georgetown, LP, which is

a wholly owned subsidiary of DTE Georgetown Holdings, Inc. ("Holdings") and DTE Energy

Services Inc. ("Services"), pursuant to a purchase and sale agreement entered into with

Holdings and Services on February 22, 2007. The turbine has a nominal nameplate capacity of 80

megawatts and is located at IPL's Georgetown substation. The acquisition is contingent upon

receiving regulatory approvals.

5. SEGMENT INFORMATION

Operating segments are components of an enterprise for which separate financial information

is available and is evaluated regularly by the chief operating decision maker in assessing

performance and deciding how to allocate resources. Substantially all of our business consists of

the generation, transmission, distribution and sale of electric energy conducted through IPL.

IPALCO's reportable business segments are electric and "all other." The "all

other" category primarily includes the IPALCO$750 million Senior Secured Notes as of

March 31, 2007 and December 31, 2006, approximately $0.9 million and $0.9 million of nonutility cash

and cash equivalents, as of March 31, 2007 and December 31, 2006, respectively; long-term nonutility

investments of $9.0 million and $9.0 million at March 31, 2007 and December 31, 2006, respectively;

and income taxes and interest related to those items. There was no utility operating income other

than the activities of IPL during the periods covered by this report. Nonutility assets represented

less than 1% of IPALCO's total assets as of March 31, 2007 and December 31, 2006 and there were no

nonutility capital expenditures during the three month periods ended March 31, 2007 and March 31,

2006.

6. INCOME TAXES

IPALCO's effective combined state and federal income tax rates for the three month periods

ended March 31, 2007 and 2006 were 41.6% and 32.0%, respectively. The rate increase was primarily

the result of interest income related to income taxes recorded during the first quarter of 2006 as a

result of the completion of an IRS examination of our filings for the period 1996 through March of

2001.

AES files federal and state income tax returns which consolidate IPALCO and its

subsidiaries.  Under a tax sharing agreement with AES, IPALCO is responsible for the income

taxes associated with its own taxable income.  As a subsidiary of AES, IPALCO files income tax

returns in the U.S. federal jurisdiction and the state of Indiana.  IPALCO is no longer subject

to U.S. or state income tax examinations for tax years prior to December 31, 2001.

As described in Note 3. "New Accounting Pronouncements", IPALCO adopted

the provisions of FIN No. 48, Accounting for Uncertainty in Income Taxes, on January

1, 2007. The implementation of FIN No. 48 resulted in primarily a reclassification of

Accumulated deferred tax liabilities to Non-current income taxes payable and no significant

cumulative impact to Accumulated Deficit. The gross unrecognized tax benefit balance as of the date

of adoption was $22.8 million. The balance of unrecognized tax benefits represents tax positions

for which the ultimate deductibility is highly certain but for which there is uncertainty about the

timing of such deductibility. Because of the impact of deferred tax accounting, other than interest

and penalties, the disallowance of the shorter deductibility period would not affect the annual

effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier

period. It is expected that the amount of unrecognized tax benefits may change in the next twelve

months; however, management does not expect the change to have a significant impact on IPALCO's

financial statements.

Tax-related interest expense is reported as a part of the provision for federal and state income

taxes.  Penalties, if incurred, would also be recognized as a component of tax expense.

As of January 1, 2007, IPALCO has recorded a liability of $3.3 million for the payments of interest

and a receivable of $0.7 million for a refund of interest.  Included in the recorded interest

is a $1.9 million liability and a $0.7 million receivable anticipated to

be paid/received within 12 months of the reporting date.  The liability/receivable for the

payment/receipt of interest did not materially change as of March 31, 2007.

7. PENSION AND OTHER POSTRETIREMENT BENEFITS

Employees' Retirement Plan: Approximately 90% of IPL's active employees are covered by

the Employees' Retirement Plan of Indianapolis Power & Light Company ("Defined Benefit

Pension Plan"); as well as, the Employees' Thrift Plan of Indianapolis Power & Light

Company ("Thrift Plan").  The Defined Benefit Pension Plan is a qualified defined

benefit plan, while the Thrift Plan is a qualified defined contribution plan.  The remaining

10% of active employees are covered by the AES Retirement Savings Plan ("RSP Plan").

The RSP Plan is a qualified defined contribution plan containing a profit sharing component.

All non-union new hires are covered under the RSP Plan, while International Brotherhood of

Electrical Workers ("IBEW") physical bargaining unit union new hires are covered under the

Defined Benefit Pension Plan and Thrift Plan. As a result of ratifying a new four-year labor

agreement between the IBEW clerical-technical unit and IPL in March 2007, new hires in this

bargaining unit are no longer covered under the Defined Benefit Pension Plan but will receive an

annual lump sum company contribution into the Thrift Plan. The Defined Benefit Pension Plan is

noncontributory and is funded through a trust. Benefits are based on each individual employee's

pension band and years of service as opposed to their compensation. Pension bands are based

primarily on job duties and responsibilities.

Management does not currently expect any of the pension assets to revert back to IPL during

2007.

In addition, IPL will change its measurement date from November 30 to December 31 coinciding with

the plan year ending December 31, 2008.

Supplemental Retirement Plan: Additionally, a small group of former officers and their

surviving spouses are covered under a funded non-qualified supplemental pension plan.

Pension Funding: IPL's funding policy for the Defined Benefit Pension Plan and the

Supplemental Retirement Plan is to contribute annually no less than the minimum required by applicable

law, nor more than the maximum amount that can be deducted for federal income tax purposes, with

the plan to avoid the "at risk" status and to meet targeted funding levels necessary to qualify

under standards of the Pension Benefit Guaranty Corporation for exemption from certain

administrative requirements.

For funding purposes, the Defined Benefit Pension Plan will be exempt from any required funding

during 2007. At this time, IPL does not intend to make any contributions to the Defined Benefit

Pension Plan during 2007; however, management will continue to review possible funding scenarios

throughout 2007. The Supplemental Retirement Plan is not projected to have any contributions;

however, depending on the return on assets, contributions may be required in 2007. If funding is

required, the amount is not expected to be material.

The following table presents information relating to the Pension Plans combined:

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