SCHEDULE 1 - CONDENSED FINANCIAL INFORMATION OF REGISTRANT


IPALCO ENTERPRISES, INC.
Schedule 1 - Condensed Financial Information of Registrant
Unconsolidated Balance Sheets
*(In Thousands)*

	2012		2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,750	$	3,135
Deferred tax asset - current		27		28
Prepayments and other current assets		70		56
Total current assets		2,847		3,219

OTHER ASSETS:
Investment in subsidiaries		791,673		786,926
Other investments		2,825		2,707
Deferred tax asset - long term		122		143
Deferred financing costs		8,172		9,728
Total other assets		802,792		799,504
TOTAL	$	805,639	$	802,723

CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common shareholder's deficit:
Paid in capital	$	11,811	$	11,367
Accumulated deficit		(15,030)		(17,213)
Total common shareholder's deficit		(3,219)		(5,846)
Long-term debt		796,916		796,141
Total capitalization		793,697		790,295

CURRENT LIABILITIES:
Accounts payable and accrued expenses		281		237
Accrued income taxes		1,055		1,588
Accrued interest		10,583		10,583
Total current liabilities		11,919		12,408

DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:		23		20
TOTAL	$	805,639	$	802,723

See notes to Schedule I.


IPALCO ENTERPRISES, INC.
Schedule I - Condensed Financial Information of Registrant
Unconsolidated Statements of Comprehensive Income
*(In Thousands)*

	2012		2011		2010

Equity in earnings of subsidiaries	$	101,023	$	101,240	$	116,062
Loss on early extinguishment of debt		-		(15,422)		-
Income tax benefit - net		20,181		28,641		24,872
Interest on long-term debt		(49,000)		(54,002)		(61,344)
Amortization of redemption premiums and expense on debt		(2,417)		(2,205)		(2,037)
Other - net		(1,004)		(890)		(822)
NET INCOME	$	68,783	$	57,362	$	76,731

See notes to Schedule I.


IPALCO ENTERPRISES, INC.
Schedule I - Condensed Financial Information of Registrant
Unconsolidated Statements of Cash Flows
*(In Thousands)*

	2012		2011		2010

CASH FLOWS FROM OPERATIONS:
Net income	$	68,783	$	57,362	$	76,731
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of subsidiaries		(101,023)		(101,240)		(116,062)
Cash dividends received from subsidiary companies		96,914		80,603		111,549
Amortization of debt issuance costs and discounts		2,417		2,205		2,037
Deferred income taxes - net		22		(111)		(669)
Loss on early extinguishment of debt		-		15,422		-
Change in certain assets and liabilities:
Income taxes receivable or payable		(533)		160		716
Accounts payable and accrued expenses		(546)		(639)		15
Accrued interest		-		(800)		-
Other - net		166		711		(139)
Net cash provided by operating activities		66,200		53,673		74,178

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in subsidiaries		15		11		(73)
Net cash provided by (used in) investing activities		15		11		(73)

CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term borrowings		-		399,708		-
Retirement of long-term debt		-		(389,421)		-
Dividends on common stock		(66,600)		(59,231)		(73,200)
Other - net		-		(6,520)		-
Net cash used in financing activities		(66,600)		(55,464)		(73,200)
Net change in cash and cash equivalents		(385)		(1,780)		905
Cash and cash equivalents at beginning of period		3,135		4,915		4,010
Cash and cash equivalents at end of period	$	2,750	$	3,135	$	4,915

See notes to Schedule I.


IPALCO ENTERPRISES, INC.
Schedule I - Condensed Financial Information of Registrant
Unconsolidated Statement of Common Shareholder's Deficit
*(In Thousands)*

	Paid in Capital		Accumulated Deficit		Total
2010
Beginning Balance	$	9,820	$	(18,875)	$	(9,055)
Comprehensive Income:
Net income applicable to common stock				76,731		76,731
Total Comprehensive Income						76,731

Distributions to AES				(73,200)		(73,200)
Contributions from AES		991				991
Balance at December 31, 2010	$	10,811	$	(15,344)	$	(4,533)
2011
Comprehensive Income:
Net income applicable to common stock				57,362		57,362
Total Comprehensive Income						57,362

Distributions to AES				(59,231)		(59,231)
Contributions from AES		556				556
Balance at December 31, 2011	$	11,367	$	(17,213)	$	(5,846)
2012
Comprehensive Income:
Net income applicable to common stock				68,783		68,783
Total Comprehensive Income						68,783

Distributions to AES				(66,600)		(66,600)
Contributions from AES		444				444
Balance at December 31, 2012	$	11,811	$	(15,030)	$	(3,219)

See notes to Schedule I.

IPALCO ENTERPRISES, INC.
Schedule I - Condensed Financial Information of Registrant
Notes to Schedule I

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting for Subsidiaries and Affiliates - IPALCO Enterprises, Inc. has accounted for the earnings of its subsidiaries on the equity method in the unconsolidated condensed financial information.

2. INDEBTEDNESS

The following table presents IPALCO's long-term indebtedness:


Series	Due	December 31,
Series	Due	2012		2011
		*(In Thousands)*
Long-Term Debt
7.25% Senior Secured Notes	April 2016		400,000		400,000
5.00% Senior Secured Notes	May 2018		400,000		400,000
Unamortized discount - net			(3,084)		(3,859)
Total Long-term Debt			796,916		796,141
Less: Current Portion of Long-term Debt			-		-
Net Long-term Debt		$	796,916	$	796,141

Long-term Debt

IPALCO's Senior Secured Notes

In May 2011, IPALCO completed the sale of $400 million of 5.00% Senior Secured Notes due May 1, 2018 ("2018 IPALCO Notes") pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 2018 IPALCO Notes were issued pursuant to an Indenture dated May 18, 2011, by and between IPALCO and The Bank of New York Mellon Trust Company, N.A., as trustee. These notes were subsequently exchanged for new notes with identical terms and like principal amounts, which were registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-4 made effective in November 2011. In connection with this issuance, IPALCO conducted a tender offer to repurchase for cash any and all of IPALCO's then outstanding $375 million of 8.625% (original coupon 7.625%) Senior Secured Notes due November 14, 2011 ("2011 IPALCO Notes"). As a result, IPALCO no longer has indebtedness with an interest rate that changes due to changes in its credit ratings. Additionally, IPALCO no longer has any debt with financial ratio maintenance covenants; although its articles of incorporation continue to contain the same financial ratios restricting dividend payments and intercompany loans to AES as were included in the 2011 IPALCO Notes.

The 2018 IPALCO Notes were priced to the public at 99.927% of par. Net proceeds to IPALCO were $394.7 million after deducting underwriting costs and the discount. These costs and other related financing costs are being amortized through 2018 using the effective interest method. We used the net proceeds to repurchase all of the outstanding 2011 IPALCO Notes through the tender offer and to subsequently redeem all of the remaining 2011 IPALCO Notes not tendered in the second quarter of 2011. A portion of the proceeds was also used to pay the early tender premium of $14.4 million and other fees and expenses related to the tender offer and the redemption of the 2011 IPALCO Notes, as well as other fees and expenses related to the issuance of the 2018 IPALCO Notes. The total loss on early extinguishment of debt of $15.4 million was included as a separate line item within Other Income and (Deductions) in the accompanying Consolidated Statements of Comprehensive Income.

The 2018 IPALCO Notes are secured by IPALCO's pledge of all of the outstanding common stock of IPL. The lien on the pledged shares is shared equally and ratably with IPALCO's existing senior secured notes. IPALCO has entered into a Pledge Agreement Supplement with The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, dated May 18, 2011 to the Pledge Agreement between IPALCO and The Bank of New York Mellon Trust Company, N.A. as successor Collateral Agent dated November 14, 2001.