Mail Stop 3561
August 24, 2005
Mr. Barry J. Sharp
Executive Vice President and Chief Financial Officer
The AES Corporation
4300 Wilson Boulevard
Arlington, VA 22203
Re: IPALCO Enterprises, Inc.
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 24, 2005
Forms 10-Q for Fiscal Quarters Ended March 31, 2005 and June 30,
2005
File No. 1-8644
Dear Mr. Sharp:
We reviewed your responses to our prior comments on the
above
referenced filings as set forth in your letter dated August 11,
2005.
Our review resulted in the following additional comment.
IPALCO Enterprises, Inc.
Form 10-K for Fiscal Year Ended December 31, 2004
Note 6. Commitments and Contingencies
1. We have considered your response to prior comment nine from our
letter dated July 28, 2005 and have the following additional
comments:
* Staff Accounting Bulletin 5:Y was issued to provide our
interpretation of current accounting literature and disclosure
requirements and serve as guidance for public companies in their
disclosures regarding contingent liabilities. We do not agree
that
the disclosure requirements of Question 2 do not apply to you.
The
fact pattern preceding question 1 of SAB 5:Y indicates that the
notion of product liability for purposes of disclosure
contemplates
"damages attributed to the registrant`s products and processes."
The claims for personal injury and wrongful death appear to be
attributed to asbestos exposure related to your generation of
electricity, which would appear to fall within SAB 5:Y.
Notwithstanding the specific nature of the asbestos claims, the
purpose of SAB 5:Y is to ensure disclosure of material loss
contingencies in a manner that permits an investor to make an
informed decision to buy or sell your securities. Asbestos claims
historically have experienced unpredictable and abrupt changes in
settlement amounts, administrative costs, and the degree of cost
sharing with other identified parties and third party insurers.
For
these reasons, the detailed disclosures required by SAB 5:Y would
appear material in light of the number of outstanding asbestos
claims
and your statement that reasonably possible losses may be
material.
Please revise your filing accordingly.
* In order for us to understand the magnitude of your asbestos
exposures for purposes of understanding your assertion that the
disclosures required by question 3 of SAB 5:Y are not necessary,
please tell us the dollar amount of annual settlements through
December 31, 2004 and for the six-months ended June 30, 2005.
Please
specify the dollar amount of settlements paid by your third party
insurers and the dollar amount paid by you. It is unclear to us
from
your disclosure whether you evaluated materiality of the asbestos
contingencies on a gross basis, or net of assumed insurance
recoveries. Please clarify. Additionally, please tell us whether
your accrual for asbestos contingencies, if any, is net of assumed
proceeds from insurers. If so, tell us why you believe that net
presentation is appropriate.
* Your response states "[t]here is a reasonable possibility that
material additional loss with regard to the asbestos lawsuits
could
be incurred" and that "an estimate cannot be made." However, your
disclosure in your Form 10-Q for the quarter ended June 30, 2005
states "[a]lthough we do not believe that any of the pending
asbestos
suits in which IPL is a named defendant will have a material
adverse
effect on IPALCO`s business or operations, we are unable to
estimate..." The final sentence of the same paragraph states "we
cannot assure that the pending or any additional suits will not
have
a material adverse effect..." We do not understand how you
reconcile
your belief that the suits will not be material with your
assertion
that you are unable to estimate reasonably possible losses and
that
pending suits may be material. Please amend your disclosure to
state
clearly that you believe there is a reasonable possibility of
material loss and that an estimate of reasonably possible losses
cannot be made. In this regard, the first and third sentences of
the
second paragraph of your response appear to accomplish this
objective.
* * * *
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. Please furnish a letter that keys your responses
to
our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review. Please
file
your response letter on EDGAR. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
You may contact Sarah Goldberg, Staff Accountant, at (202)
551-
3340 or me at (202) 551-3843 if you have questions regarding
comments
on the financial statements and related matters.
Sincerely,
George Ohsiek
Branch Chief
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Mr. Sharp
The AES Corporation
August 24, 2005
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