FORM 10-Q United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2002 IPALCO ENTERPRISES, INC. ------------------------ (Exact name of Registrant as specified in its charter) Commission File Number 1-8644 ------ Indiana 35-1575582 ------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Monument Circle Indianapolis, Indiana 46204 --------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 317-261-8261 ------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes No X ------- ------- IPALCO ENTERPRISES, INC FORM 10-Q INDEX Part I - Financial Information Item 1: Financial Statements: Unaudited Statements of Consolidated Operations for 3 the three-month periods ended March 31, 2002 and 2001 Consolidated Balance Sheets as of March 31, 2002 4 and December 31, 2001 Unaudited Statements of Consolidated Cash Flows 5 for the three-month periods ended March 31, 2002 and 2001 Notes to Unaudited Consolidated Financial Statements 6 Item 2: Management's Discussion and Analysis of Financial Condition 8 and Results of Operations Part II - Other Information Items 1 through 6 12 Signatures 13 IPALCO ENTERPRISES, INC. and SUBSIDIARIES Unaudited Statements of Consolidated Operations (In Thousands) Three Months Ended March 31, ------------------------------- 2002 2001 ------------- ------------- ELECTRIC UTILITY OPERATING REVENUES $ 197,470 $ 209,052 UTILITY OPERATING EXPENSES: Operation: Fuel 43,964 46,283 Other 25,061 42,815 Power purchased 900 574 Maintenance 13,218 19,578 Termination benefit agreement costs - 51,683 Depreciation and amortization 27,798 27,571 Taxes other than income taxes 9,159 9,583 Income taxes - net 26,396 646 ------------- ------------- Total operating expenses 146,496 198,733 ------------- ------------- UTILITY OPERATING INCOME 50,974 10,319 ------------- ------------- OTHER INCOME AND (DEDUCTIONS): Allowance for equity funds used during construction 1,778 110 Other - net 495 238 Termination benefit agreement costs - (4,747) Merger costs - (6,283) Income tax benefit - net 5,348 2,293 ------------- ------------- Total other income (deductions) - net 7,621 (8,389) ------------- ------------- INCOME BEFORE INTEREST AND OTHER CHARGES 58,595 1,930 ------------- ------------- INTEREST AND OTHER CHARGES: Interest on long-term debt 24,146 9,343 Other Interest 152 960 Allowance for borrowed funds used during construction (834) (55) Amortization of redemption premiums and expense on debt - net 944 519 Preferred stock transactions 803 803 ------------- ------------- Total interest and other charges - net 25,211 11,570 ------------- ------------- NET INCOME (LOSS) $ 33,384 $ (9,640) ============= ============= See notes to consolidated financial statements. IPALCO ENTERPRISES, INC. and SUBSIDIARIES Consolidated Balance Sheets (In Thousands) March 31, December 31, ASSETS 2002 2001 ------ -------------- -------------- UTILITY PLANT: (Unaudited) Utility plant in service $ 2,948,092 $ 2,942,190 Less accumulated depreciation 1,468,850 1,443,736 -------------- -------------- Utility plant in service - net 1,479,242 1,498,454 Construction work in progress 223,514 156,522 Property held for future use 10,768 10,741 -------------- -------------- Utility plant - net 1,713,524 1,665,717 -------------- -------------- OTHER ASSETS: Nonutility property - at cost, less accumulated depreciation 1,836 1,742 Other investments 10,661 52,904 -------------- -------------- Other assets - net 12,497 54,646 -------------- -------------- CURRENT ASSETS: Cash and cash equivalents 23,529 28,933 Accounts receivable and unbilled revenue (less allowance for doubtful accounts of $1,347 and $1,095, respectively) 44,375 48,001 Fuel - at average cost 38,552 28,970 Materials and supplies - at average cost 48,921 48,376 Prepayments and other current assets 744 1,283 -------------- -------------- Total current assets 156,121 155,563 -------------- -------------- DEFERRED DEBITS: Regulatory assets 87,811 97,809 Miscellaneous 23,994 22,195 -------------- -------------- Total deferred debits 111,805 120,004 -------------- -------------- TOTAL $ 1,993,947 $ 1,995,930 ============== ============== CAPITALIZATION AND LIABILITIES ------------------------------ CAPITALIZATION: Common shareholder's equity: Premium on 4% cumulative preferred stock $ 649 $ 649 Retained earnings (deficit) (2,567) 15,049 Accumulated other comprehensive loss (11,263) (11,469) ------------ ------------ Total common shareholder's equity (deficit) (13,181) 4,229 Cumulative preferred stock of subsidiary 59,135 59,135 Long-term debt (less current maturities and sinking fund requirements) 1,371,947 1,371,930 -------------- -------------- Total capitalization 1,417,901 1,435,294 -------------- -------------- CURRENT LIABILITIES: Current maturities and sinking fund requirements 300 300 Accounts payable 40,463 47,798 Accrued expenses 14,814 16,285 Dividends payable 903 910 Accrued taxes 32,608 9,438 Accrued interest 33,059 21,892 Other current liabilities 22,272 19,897 -------------- -------------- Total current liabilities 144,419 116,520 -------------- -------------- DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES: Accumulated deferred income taxes - net 257,716 271,195 Unamortized investment tax credit 33,460 33,690 Accrued postretirement benefits 9,065 9,504 Accrued pension benefits 127,727 125,549 Miscellaneous 3,659 4,178 -------------- -------------- Total deferred credits and other long-term liabilities 431,627 444,116 -------------- -------------- COMMITMENTS AND CONTINGENCIES (Note 5) TOTAL $ 1,993,947 $ 1,995,930 ============== ============== See notes to consolidated financial statements. IPALCO ENTERPRISES, INC. and SUBSIDIARIES Unaudited Statements of Consolidated Cash Flows (In Thousands) Three Months Ended March 31, ---------------------------------- 2002 2001 -------------- -------------- CASH FLOWS FROM OPERATIONS: Net income (loss) $ 33,384 $ (9,640) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 28,030 27,501 Amortization of regulatory assets 800 736 Deferred income taxes and investment tax credit adjustments - net (4,439) 3,850 Allowance for funds used during construction (2,613) (165) Change in certain assets and liabilities: Accounts receivable 3,626 18,611 Fuel, materials and supplies (10,127) 3,196 Accounts payable and accrued expenses (8,806) (5,773) Accrued taxes 23,170 (28,047) Accrued pension benefits 2,178 (2,534) Accrued interest 11,167 (3,386) Other - net 2,158 2,841 ------------ ------------ Net cash provided by operating activities 78,528 7,190 -------------- -------------- CASH FLOWS FROM INVESTING: Construction expenditures - utility (31,443) (21,756) Other (980) 2,053 ------------ ------------ Net cash used in investing activities (32,423) (19,703) -------------- -------------- CASH FLOWS FROM FINANCING: Retirement of long-term debt - (6,150) Common dividends paid - (14,434) Dividends to AES (51,000) - Issuance of common stock related to incentive compensation plans - 1,764 Reacquired common stock - 6,564 Other (509) 2,324 -------------- -------------- Net cash used in financing activities (51,509) (9,932) -------------- -------------- Net decrease in cash and cash equivalents (5,404) (22,445) Cash and cash equivalents at beginning of period 28,933 68,652 -------------- -------------- Cash and cash equivalents at end of period $ 23,529 $ 46,207 ============== ============== - ------------------------------------------------------------------------------------------------------------- Supplemental disclosures of cash flow information: Cash paid during the period for: Interest (net of amount capitalized) $ 12,300 $ 13,639 ============== ============== Income taxes $ 9,101 $ 26,964 ============== ============== See notes to consolidated financial statements. IPALCO ENTERPRISES, INC. and SUBSIDIARIES Notes to Unaudited Consolidated Financial Statements (Dollars in Millions) 1. AES ACQUISITION On March 27, 2001, The AES Corporation (AES) acquired IPALCO Enterprises, Inc. (IPALCO) through a share exchange transaction in accordance with the Agreement and Plan of Share Exchange dated as of July 15, 2000, among AES and IPALCO (the Share Exchange Agreement). Pursuant to the Share Exchange Agreement, IPALCO became a wholly-owned subsidiary of AES. During the first quarter of 2001, IPALCO expensed $6.3 of merger related costs which are included in OTHER INCOME AND (DEDUCTIONS) - Merger Costs. Total merger related costs were $12.1. As a result of the acquisition by AES, in the first quarter 2001, IPALCO recorded $71.8 ($44.8 after tax) of one time costs related to the termination of certain management employees. The pretax expenses included $56.4 in costs associated with termination benefit agreements, $9.2 in supplemental retirement costs, and $6.2 in restricted stock expense. Substantially all of the termination benefit agreement costs, supplemental retirement costs, and restricted stock costs were paid out by March 31, 2001. 2. GENERAL IPALCO owns all of the outstanding common stock of its subsidiaries (collectively referred to as Enterprises). The consolidated financial statements include the accounts of IPALCO, its utility subsidiary, Indianapolis Power & Light Company (IPL) and its unregulated subsidiary, Mid-America Capital Resources, Inc. (Mid-America). Mid-America is the parent company of nonutility energy-related businesses. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The reported amounts of revenues and expenses during the reporting period may also be affected by the estimates and assumptions management is required to make. Actual results may differ from those estimates. In the opinion of management these unaudited statements reflect all adjustments, consisting of only normal recurring accruals, including elimination of all significant intercompany balances and transactions, which are necessary to present a fair statement of the results for the interim periods covered by such statements. Due to the seasonal nature of the electric utility business, the annual results are not generated evenly by quarter during the year. Certain amounts from prior year financial statements have been reclassified to conform to the current year presentation. These unaudited financial statements and notes should be read in conjunction with IPALCO's 2001 audited consolidated financial statements and notes included in its Form S-4 filed on April 3, 2002. 3. NEW ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board issued new pronouncements: Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangibles." SFAS No. 141 requires business combinations initiated after June 30, 2001, to be accounted for using the purchase method of accounting and broadens the criteria for recording intangible assets separate from goodwill. SFAS No. 142 requires the use of a non amortization approach to account for purchased goodwill and certain intangibles. Under a non amortization approach, goodwill and certain intangibles would not be amortized into results of operations, but instead would be reviewed for impairment at least annually and written down and charged to results of operations in the periods in which the recorded value of goodwill and certain intangibles are determined to be greater than their fair value. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 142 did not have any impact on Enterprises' financial position or results of operations. In August 2001, the Financial Accounting Standards Board issued SFAS 144 "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses accounting for and reporting of the impairment or disposal of long-lived assets and is effective for fiscal years beginning after December 31, 2001. The adoption of SFAS No. 144 did not have any impact on Enterprises' financial position or results of operations. 4. 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 deciding how to allocate resources and in assessing performance. Enterprises' reportable business segments are electric and "all other." All subsidiaries other than IPL are combined in the "all other" category. The accounting policies of the identified segments are consistent with those policies and procedures described in the summary of significant accounting policies footnote in Enterprises' 2001 consolidated financials statements included in its Form S-4 filed on April 3, 2002. Intersegment sales are generally based on prices that reflect the current market conditions. The following tables provide information about Enterprises' business segments: For the Three Months Ended, ---------------------------------------------------------------------- March 2002 March 2001 ---------------------------------- ---------------------------------- Electric All Other Total Electric All Other Total -------- --------- ----- -------- --------- ----- Operating Revenues $197 - $197 $209 $6 $215 Depreciation and Amortization 28 - 28 28 - 28 Pre-tax Operating Income 77 - 77 11 1 12 Income Taxes 26 (5) 21 1 (2) (1) Property - net of Depreciation 1,713 2 1,715 1,641 12 1,653 Capital Expenditures 31 - 31 22 - 22 5. COMMITMENTS AND CONTINGENCIES In March 2002, IPALCO and certain of its former officers were sued in the U.S. District Court for the Southern District of Indiana for alleged breaches of fiduciary duty stemming from declines in the prices of AES and IPALCO stock held by certain of IPALCO's benefit plans. While the results of such litigation cannot be predicted with certainty, management, based upon advice of counsel, believes that the final outcome will not have a material adverse effect on the consolidated financial statements. In addition, Enterprises is involved in litigation arising in the normal course of business. While the results of such litigation cannot be predicted with certainty, management, based upon advice of counsel, believes that the final outcome will not have a material adverse effect on the consolidated financial statements. With respect to environmental issues, Enterprises has ongoing discussions with various regulatory authorities and continues to believe that Enterprises is in compliance with its various permits. On October 27, 1998, the U.S. Environmental Protection Agency issued a final rule, which imposes more stringent limits on nitrogen oxide (NOx) emissions from fossil fuel-fired steam electric generators. IPL's current estimates are the NOx SIP call will necessitate additional capital expenditures of approximately $120 during 2002-2005 to achieve the majority of IPL-required NOx emission reductions. The intent is to purchase the remaining NOx emission allowances in the market. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions) FORWARD-LOOKING STATEMENTS This Form 10-Q includes "forward-looking statements" including, in particular, the statements about our plans, strategies and prospects under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements express an expectation or belief and contain a projection, plan or assumption with regard to, among other things, future revenues, income, earnings per share or capital structure. Such statements of future events or performance are not guarantees of future performance and involve estimates, assumptions and uncertainties. The words "anticipate," "would," "should," "believe," "estimate," "expect," "forecast," "project," "objective," and similar expressions are intended to identify forward-looking statements. Some important factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements include, but are not limited to, our acquisition and control by AES, fluctuations in customer growth and demand, weather, fuel costs, generating unit availability, purchased power costs and availability, regulatory action, environmental matters, federal and state legislation, interest rates, labor strikes, maintenance and capital expenditures, local economic conditions, the ultimate disposition of litigation and the specific needs of plants to perform unanticipated facility maintenance or repairs or outages. In addition, our ability to have available an appropriate amount of production capacity in a timely manner can significantly affect our financial performance. The timing of deregulation and competition, product development and technology changes are also important potential factors that may cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Most of these factors affect us through our wholly owned subsidiary, Indianapolis Power & Light Company, or IPL. All such factors are difficult to predict, contain uncertainties that may materially affect actual results and are beyond our control. We undertake no obligation to publicly update or review any forward-looking information, future events or otherwise. LIQUIDITY AND CAPITAL RESOURCES Material changes in the consolidated financial condition and results of our operations, except where noted, are attributed to the operations of IPL. Consequently, the following discussion is centered on IPL. Overview IPL capital requirements are primarily related to construction expenditures needed to meet customers' needs for electricity, for environmental compliance and for energy and outage management systems. Our construction expenditures totaled $31.4 during the quarter ended March 31, 2002, representing a $9.7 increase from the comparable period in 2001. Construction expenditures during the first quarter of 2002 were financed using internally generated cash provided by operations. IPL's construction program for the three-year period 2002 - 2004 is estimated to cost $387.0. The estimated cost of the program by year is $93.3 in 2002, $182.2 in 2003 and $111.5 in 2004. It includes $250.0 for additions, improvements and extensions to transmission and distribution lines, substations, power factor and voltage regulating equipment, distribution transformer and street lighting facilities. The construction program also includes $7.6 for energy and outage management systems. These projected costs also include $124.0 of costs during the period associated with new environmental standards imposed by the EPA. A combustion turbine valued at $42.6 was included in Other investments at December 31, 2001 and is now included in Construction work in progress. On March 27, 2002, the Board of Directors declared a dividend to AES of $51.0 payable on March 29, 2002. This created a deficit in retained earnings. OTHER Market Risk Disclosure - ---------------------- The primary market risk to which we are exposed is interest rate risk. IPL uses long-term debt as a primary source of capital in its business. Historically, a portion of this debt had an interest component that reset on a periodic basis to reflect current market conditions. At March 31, 2002, IPL had $582.7 of fixed rate debt and a $40 notional amount variable rate debt issue which had been synthetically fixed through a floating-to-fixed rate swap. This swap expires January 2023. IPL agrees to pay interest at a fixed rate of 5.21% to a swap counter party and receive a variable rate based on the tax-exempt weekly rate. The fair value of IPL's swap agreement was $(2.9) at March 31, 2002. Remarketing Agreement and Liquidity Facility - -------------------------------------------- IPL has entered into a Remarketing Agreement with J.P. Morgan Securities, Inc. for the weekly remarketing of IPL's $40 City of Petersburg, Indiana, Pollution Control Refunding Revenue Bonds Adjustable Rate Tender Securities (ARTS) Series 1995B, Indianapolis Power & Light Company Project (the Bonds). J.P. Morgan is obligated to use its best efforts to remarket the Bonds, but is not obligated to buy or take any position in the Bonds. In addition, one of the conditions precedent to J.P. Morgan's obligations is that there shall have been no adverse change in the properties, business, condition (financial or otherwise) or results of operations of IPL. In the event J.P. Morgan is unable to remarket the Bonds, there is a liquidity facility in place in the form of a Credit Agreement with ABN AMRO Bank, N.V. The Trustee for the Bonds is the only one authorized to request an advance under this facility, and this is only contemplated in the event of a failed remarketing of the Bonds by J.P. Morgan. It is an event of default under this Credit Agreement if the S&P Rating shall be BB+ or lower or the long-term debt securities of IPL shall be unrated by S&P. S&P Rating is defined as the rating assigned to the senior unsecured long-term debt securities of IPL without third party credit enhancement. IPL is in compliance with all covenants related to the Bonds. RESULTS OF OPERATIONS Comparison of Quarters Ended March 31, 2002 and March 31, 2001 - -------------------------------------------------------------- Our first quarter 2002 net income of $33.4 increased $43.0 from net loss of $9.6 in the first quarter of 2001. The following discussion highlights the factors contributing to these changes. Operating Revenues - ------------------ Operating revenues decreased by $11.6 during the first quarter ended March 31, 2002 compared to the similar period last year. These results were due to the following: Decrease From Comparable Period Three Months Ended March 31 --------------------------- Electric: Change in retail kWh sales $(2.9) Wholesale revenue (8.7) ------- Total Change in Operating Revenues $(11.6) ======= The decrease in retail kilowatt-hour (kWh) sales in the first quarter 2002 as compared to the similar period in 2001 was the result of a 10.7% decrease in heating degree days and a 3% decrease in kWh sales as temperatures in the Indianapolis area were warmer than normal. Wholesale revenues decreased during the first quarter of 2002 due to a decline in kWh sales of 80%, which was primarily the result of a decrease in generation due to a soft wholesale market resulting from unseasonably warm weather in the midwest in the first quarter of 2002. Operating Expenses - ------------------ Fuel costs decreased $2.3 in the first quarter of 2002 compared to the same period last year, primarily due to decreased kWh sales, as described above. Other operating expenses decreased $17.8 in the first quarter of 2002 compared to the same period in 2001. The first quarter decrease was due primarily to an $8.8 decrease in supplemental retirement expense, a $6.2 decrease in restricted stock expense, and a $4.2 decrease in boiler plant maintenance expense. This was offset by an increase in the disposition of SO2 allowances of $3.0. Maintenance expenses decreased $6.4 in the first quarter of 2002 compared to the same period in 2001. The first quarter decrease was due primarily to a $1.8 decrease in the expense related to the maintenance of overhead lines and a $4.1 decrease in plant maintenance expense. The decrease in maintenance expense during the first quarter was the result of cost containment measures. Termination benefit agreement costs decreased by $51.7 in the first quarter of 2002 compared to the same period in 2001. The first quarter decrease was due to the 2001 recognition of officer termination costs as a result of our acquisition by AES (see Note 1). Income taxes-net increased $25.8 in the first quarter of 2002 compared to the same period in 2001 due to an increase in pretax operating income. As a result of the foregoing, utility operating income increased 394% during the first quarter of 2002 from the comparable 2001 period, to $51.0. Other Income and Deductions - --------------------------- Allowance for equity funds used during construction (AFUDC) increased by $1.7 in the first quarter of 2002 compared to the same period in 2001 due to an increased construction base. Termination benefit agreement costs associated with "Other Income and Deductions" decreased by $4.7 in the first quarter of 2002 compared to the same period in 2001. The first quarter decrease was due to the 2001 recognition of non-utility officer termination costs as a result of our acquisition by AES (see Note 1). Merger cost decreased by $6.2 in the first quarter of 2002 compared to the same period in 2001. The first quarter decrease was due to the recognition of AES transaction costs due to our acquisition by AES in the first quarter of 2001 (see Note 1). Income tax benefit - net increased by $3.1 in the first quarter of 2002 compared to the same period in 2001, primarily due to an increase in interest expense on the IPALCO Notes (see below). Interest Charges - ---------------- Interest expense increased by $14.8 for the three months ended March 31, 2002, as compared to the prior period, primarily as a result of $14.1 of interest associated with IPALCO's issuance of $750 Senior Secured Notes in November 2001 (the IPALCO Notes). Other interest decreased by $0.8 in the first quarter of 2002 compared to the same period in 2001 due in part to the pay off in February 2001 of our commercial paper program as well as the overall low interest rate environment in 2002. Allowance for borrowed funds used during construction increased by $0.8 in the first quarter of 2002 compared to the same period in 2001 due to an increased construction base. Amortization of redemption premiums and expenses increased by $0.4 in the first quarter of 2002 compared to the same period in 2001. The first quarter increase was due to amortizing issuance costs associated with the IPALCO Notes. PART II - OTHER INFORMATION - --------------------------- Item 1. Legal Proceedings - -------------------------- IPL has been named as a defendant in approximately 41 lawsuits alleging personal injury or wrongful death stemming from exposure to asbestos and asbestos containing products formerly located in IPL power plants. IPL has been named as a "premises defendant" in that IPL did not mine, manufacture, distribute or install asbestos or asbestos containing products. These suits have been brought on behalf of persons who worked for contractors or subcontractors hired by IPL. Many of the primary defendants--the asbestos manufacturers--have filed for bankruptcy protection, and it is expected that many of the remaining manufacturers will also be forced into bankruptcy. IPL has insurance coverage for many of these claims; currently, these cases are being defended by counsel retained by various insurers who wrote "occurrence" coverage policies applicable to the period of time during which much of the exposure has been alleged. Although 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 our business or operations, we are unable to predict the number or effect any additional suits may have, or the consequences to IPL of the bankruptcy of the asbestos manufacturers; accordingly, we cannot assure you that the pending or any additional suits will not have a material effect on our business or operations. Trial of one asbestos case is set for trial in July 2002 and one in September 2002. On March 29, 2002, IPALCO and certain of its former officers were sued in a purported class action in the U.S. District Court for the Southern District of Indiana for alleged breaches of fiduciary duty stemming from declines in the prices of AES and IPALCO stock held by certain of IPALCO's benefit plans seeking compensation for alleged overpayment for the purchase of IPALCO stock, plus interest. We believe that this suit is without merit. While we cannot predict the outcome, we do not believe that the suit will have a material adverse effect on our financial condition, results of operations or liquidity. In addition to the foregoing, we are a defendant in various actions relating to various aspects of our business. While it is impossible to predict the ultimate disposition of any litigation, we do not believe that any of these lawsuits, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or liquidity. Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits - No exhibits are being filed with this report. (b) Reports on Form 8-K - No reports on Form 8-K were filed during the period covered by this report. Signatures ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IPALCO ENTERPRISES, INC. ----------------------------------------- (Registrant) Date: May 31, 2002 /s/ Hamsa Shadaksharappa ------------------ ----------------------------------------- Hamsa Shadaksharappa Vice President - Financial Services (Principal Accounting Officer)