<PAGE>
FORM 10-Q
SECURlTlES AND EXCHANGE COMMlSSlON
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
September 30, 1995 Commission File Number 1-3132-2
INDIANAPOLIS POWER & LIGHT COMPANY
(Exact name of Registrant as specified in its charter)
Indiana 35-0413620
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
25 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 X No
---------- ----------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding At September 30, 1995
----- ---------------------------------
Common (Without Par Value) 17,206,630 Shares
<PAGE>1
INDIANAPOLIS POWER & LIGHT COMPANY
----------------------------------
INDEX
-----
Page No.
--------
PART I. FINANCIAL INFORMATION
- -------------------------------
Statements of Income - Three Months Ended and
Nine Months Ended September 30, 1995 and 1994 2
Balance Sheets - September 30, 1995 and
December 31, 1994 3
Statements of Cash Flows -
Nine Months Ended September 30, 1995 and 1994 4
Notes to Financial Statements 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6-9
PART II. OTHER INFORMATION 10-12
- ---------------------------
<PAGE>2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
INDIANAPOLIS POWER & LIGHT COMPANY
Statements of Income
(In Thousands)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Electric $ 192,718 $ 176,437 $ 508,879 $ 498,343
Steam 7,155 7,229 26,164 27,638
-------------- -------------- -------------- --------------
Total operating revenues 199,873 183,666 535,043 525,981
-------------- -------------- -------------- --------------
OPERATING EXPENSES:
Operation:
Fuel 45,396 44,339 128,237 129,663
Other 28,253 26,322 83,481 78,916
Power purchased 6,104 4,997 15,016 14,857
Purchased steam 1,307 1,697 4,725 5,716
Maintenance 14,736 13,345 45,684 49,191
Depreciation and amortization 22,238 24,104 65,129 65,052
Taxes other than income taxes 7,802 7,914 23,887 23,284
Income taxes - net 23,331 18,116 49,302 45,510
-------------- -------------- -------------- --------------
Total operating expenses 149,167 140,834 415,461 412,189
-------------- -------------- -------------- --------------
OPERATING INCOME 50,706 42,832 119,582 113,792
-------------- -------------- -------------- --------------
OTHER INCOME AND (DEDUCTIONS):
Allowance for equity funds used during construction 1,650 934 3,999 2,546
Other - net (676) (421) (1,730) (1,029)
Income taxes - net 282 130 543 611
-------------- -------------- -------------- --------------
Total other income - net 1,256 643 2,812 2,128
-------------- -------------- -------------- --------------
INCOME BEFORE INTEREST CHARGES 51,962 43,475 122,394 115,920
-------------- -------------- -------------- --------------
INTEREST CHARGES:
Interest 12,780 11,962 38,171 35,859
Allowance for borrowed funds used during construction (1,416) (1,127) (4,098) (3,344)
-------------- -------------- -------------- --------------
Total interest charges 11,364 10,835 34,073 32,515
-------------- -------------- -------------- --------------
NET INCOME 40,598 32,640 88,321 83,405
PREFERRED DIVIDEND REQUIREMENTS 795 795 2,386 2,386
-------------- -------------- -------------- --------------
INCOME APPLICABLE TO COMMON STOCK $ 39,803 $ 31,845 $ 85,935 $ 81,019
============== ============== ============== ==============
See notes to financial statements.
</TABLE>
<PAGE>3
<TABLE>
INDIANAPOLIS POWER & LIGHT COMPANY
Balance Sheets
(In Thousands)
(Unaudited)
<CAPTION>
September 30 December 31
1995 1994
----------------- -----------------
ASSETS
------
<S> <C> <C>
UTILITY PLANT:
Utility plant in service $ 2,486,569 $ 2,415,531
Less accumulated depreciation 968,601 916,943
----------------- -----------------
Utility plant in service - net 1,517,968 1,498,588
Construction work in progress 241,823 191,010
Property held for future use 22,201 22,174
----------------- -----------------
Utility plant - net 1,781,992 1,711,772
----------------- -----------------
OTHER PROPERTY -
At cost, less accumulated depreciation 4,003 2,898
----------------- -----------------
CURRENT ASSETS:
Cash and cash equivalents 4,590 7,835
Accounts receivable (less allowance for doubtful
accounts 1995, $1,149 and 1994, $743) 58,115 47,978
Fuel - at average cost 32,446 37,161
Materials and supplies - at average cost 57,294 55,642
Prepayments and other current assets 4,758 8,176
----------------- -----------------
Total current assets 157,203 156,792
----------------- -----------------
DEFERRED DEBITS:
Unamortized Petersburg Unit 4 carrying charges 40,428 40,595
Unamortized redemption premiums and expenses on debt 28,116 27,577
Other regulatory assets 75,707 55,223
Miscellaneous 5,153 5,523
----------------- -----------------
Total deferred debits 149,404 128,918
----------------- -----------------
TOTAL $ 2,092,602 $ 2,000,380
================= =================
<PAGE>3 continued
CAPITALIZATION AND LIABILITIES
------------------------------
CAPITALIZATION:
Common shareholder's equity:
Common stock $ 324,537 $ 324,537
Premium on 4% cumulative preferred stock 1,363 1,363
Retained earnings 424,519 399,862
----------------- -----------------
Total common shareholder's equity 750,419 725,762
Cumulative preferred stock 51,898 51,898
Long-term debt (less current maturities
and sinking fund requirements) 638,992 654,121
----------------- -----------------
Total capitalization 1,441,309 1,431,781
----------------- -----------------
CURRENT LIABILITIES:
Notes payable - banks and commercial paper 79,000 26,400
Current maturities and sinking fund requirements 15,150 350
Accounts payable and accrued expenses 95,635 95,957
Dividends payable 21,245 20,834
Payrolls accrued 4,145 4,475
Taxes accrued 17,683 16,787
Interest accrued 11,844 14,859
Other current liabilities 11,610 8,823
----------------- -----------------
Total current liabilities 256,312 188,485
----------------- -----------------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
Accumulated deferred income taxes - net 294,890 282,062
Unamortized investment tax credit 51,311 53,762
Accrued postretirement benefits 37,876 34,517
Miscellaneous 10,904 9,773
----------------- -----------------
Total deferred credits and other long-term liabilities 394,981 380,114
----------------- -----------------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
TOTAL $ 2,092,602 $ 2,000,380
================= =================
See notes to financial statements.
</TABLE>
<PAGE>4
<TABLE>
INDIANAPOLIS POWER & LIGHT COMPANY
Statements of Cash Flows
(In Thousands)
(Unaudited)
<CAPTION>
Nine Months Ended
September 30
1995 1994
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income $ 88,321 $ 83,405
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 67,305 66,128
Deferred income taxes and investment tax credit adjustments, net 3,187 (989)
Allowance for funds used during construction (8,097) (5,890)
Debt issuance costs and premiums on redemptions of debt (1,406) (3,616)
Decrease (increase) in certain assets:
Accounts receivable (10,137) 3,710
Fuel, materials and supplies 3,063 (382)
Other current assets 3,325 1,341
Increase (decrease) in certain liabilities:
Accounts payable (322) 5,666
Taxes accrued 896 (7,415)
Other current liabilities 903 3,724
--------------- ---------------
Net cash provided by operating activities 147,038 145,682
--------------- ---------------
CASH FLOWS FROM INVESTING:
Construction expenditures (126,263) (131,111)
Other (13,031) 8,779
--------------- ---------------
Net cash used in investing activities (139,294) (122,332)
--------------- ---------------
CASH FLOWS FROM FINANCING:
Issuance of long-term debt 40,000 180,000
Retirement of long-term debt (40,350) (85,928)
Short-term debt - net 52,600 (57,500)
Dividends paid (63,239) (61,615)
--------------- ---------------
Net cash used in financing activities (10,989) (25,043)
--------------- ---------------
Net decrease in cash and cash equivalents (3,245) (1,693)
Cash and cash equivalents at beginning of period 7,835 8,349
--------------- ---------------
Cash and cash equivalents at end of period $ 4,590 $ 6,656
=============== ===============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $ 37,308 $ 32,139
=============== ===============
Income taxes $ 36,886 $ 46,937
=============== ===============
See notes to financial statements.
</TABLE>
<PAGE>5
INDIANAPOLIS POWER & LIGHT COMPANY
----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. Indianapolis Power & Light Company is a subsidiary of IPALCO
Enterprises, Inc.
2. In the opinion of management these statements reflect all adjustments,
consisting of only normal recurring accruals, which are necessary to 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
financial statements and notes should be read in conjunction with the
audited financial statements included in IPL's 1994 Annual Report on
Form 10-K.
3. LONG-TERM DEBT
On February 9, 1995, IPL issued First Mortgage Bonds, 6 5/8% Series,
due 2024, in the principal amount of $40 million. The net proceeds
were used to redeem on March 15, 1995, IPL's $40 million First Mortgage
Bonds, 10 5/8% Series, due 2014, at a redemption price of 102%.
Accrued interest was also paid at the time of redemption.
On October 18, 1995, the city of Petersburg, Indiana issued, on behalf
of IPL, $40 million of Pollution Control Refunding Revenue Bonds,
Adjustable Rate Tender Securities (ARTS)SM, Series 1995B (Indianapolis
Power & Light Company Project) due January 1, 2023 (1995B Bonds). The
proceeds from the issuance of the 1995B Bonds will be used to refund at
102%, on December 1, 1995, the $40 million city of Petersburg,
Pollution Control Refunding Revenue Bonds, 9 5/8% Series 1985
(Indianapolis Power & Light Company Project), dated as of September 1,
1985. In conjunction with the issuance of the 1995B Bonds, IPL entered
into an interest rate swap agreement. Pursuant to the swap agreement,
IPL will pay interest at a fixed rate of 5.21% to a swap counter party
and will receive a variable rate of interest in return, which is
identical to the variable rate payment made on the 1995B Bonds. The
result is to effectively establish a fixed rate of interest on the
1995B Bonds of 5.21%.
4. RATE MATTERS
On August 24, 1995, the IURC issued an order authorizing a $60 million
two-step rate increase in IPL's annual retail electric revenues. IPL
and other parties to the rate case presented the increases to the IURC
in a Settlement Agreement. The first step increase was placed in
effect on September 1, 1995, and will produce additional annual
revenues of $35 million. The second step increase is scheduled to be
effective June 30, 1996, conditioned upon certification that IPL's two
new scrubbers at the Petersburg Generating Station are in service.
Additional annual revenues of $25 million will be produced from the
implementation of the second step increase.
Under terms of the agreement, IPL will not seek another general
increase in its basic rates and charges until after July 1, 1997, at
the earliest. IPL also has agreed not to file a request to build any
large, base-load generating capacity before January 1, 2000. These
provisions can be waived in extreme circumstances. In addition, the
parties agreed to resolve pending litigation involving IPL's Clean Air
Act compliance plan.
5. COMMITMENTS AND CONTINGENCIES (See Item 1. Legal Proceedings of Part II
-- Other Information)
<PAGE>6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Overview
- --------
The Board of Directors of Indianapolis Power & Light Company (IPL) on
August 29, 1995, declared a quarterly dividend on common stock of
$20,428,292. The dividend was paid by IPL to IPALCO Enterprises, Inc. in
October, 1995.
IPL's capital requirements are primarily related to construction
expenditures needed to meet customers' needs for electricity and steam, as
well as expenditures for compliance with the federal Clean Air Act.
Construction expenditures (excluding allowance for funds used during
construction) totaled $39.7 million during the third quarter ended
September 30, 1995, representing a $24.4 million decrease from the
comparable period in 1994. This decrease is mostly related to increased
construction expenditures in the third quarter of 1994 for an 80 megawatt
(MW) combustion turbine at IPL's Stout Generating Station, partially offset
by increased construction expenditures in the third quarter of 1995 for the
scrubbers at IPL's Petersburg Generating Station scheduled to be in service
in mid-1996. Internally generated cash provided by IPL's operations and
the issuance of short-term debt were used for construction expenditures
during the third quarter of 1995. Construction expenditures (excluding
allowance for funds used during construction) totaled $126.3 million during
the nine months ended September 30, 1995, representing a $4.8 million
decrease from the comparable period in 1994. This difference is primarily
due to decreased construction expenditures in 1995 for two 80 MW combustion
turbines, one placed in service in April 1994, and the other in January
1995, partially offset by increased construction expenditures of IPL's
Petersburg Generating Station scrubbers during 1995. Internally generated
cash provided by IPL's operations and the issuance of short-term debt were
used for construction expenditures during the first nine months of 1995.
As a result of IURC approval of IPL's electric rate settlement, IPL
anticipates improved liquidity and currently faces no liquidity problems.
The five-year construction program has not changed from that
previously reported in IPL's 1994 Form 10-K report. (See "Cost of
Construction Program" in Item 7 of Management's Discussion and Analysis of
Financial Condition and Results of Operations in IPL's 1994 Form 10-K
report for further discussion).
On February 9, 1995, IPL issued First Mortgage Bonds in the principal
amount of $40 million to replace comparable bonds that were at a higher
rate.
On October 18, 1995, IPL issued an unsecured promissory note which was
issued to the city of Petersburg in connection with the issuance of $40
million of Pollution Control Refunding Revenue Bonds, Adjustable Rate
Tender Securities (ARTS)SM, to replace First Mortgage Bonds that are at a
higher rate.
Rate Relief
- -----------
On August 24, 1995, the IURC issued an order authorizing a $60 million
two-step rate increase in IPL's annual retail electric revenues. IPL and
other parties to the rate case presented the increases to the IURC in a
Settlement Agreement. IPL was authorized to increase rates $35 million
annually effective September 1, 1995. Additionally, IPL is authorized to
increase rates $25 million annually on June 30, 1996, conditioned upon
certification that the scrubbers under construction at the Petersburg
Generating Station are in service.
<PAGE>7
IPL last received an order from the IURC authorizing an increase in
electric basic rates and charges in August, 1986.
New Indiana Regulation
- ----------------------
On April 26, 1995, changes to existing Indiana utility regulatory laws
were enacted which increase the period to be used in Indiana's quarterly
earnings test from one year to five years and allow the IURC to consider
alternate forms of regulation. The quarterly earnings test is applicable
to all Indiana electric and gas utilities. The extension of the test
period will allow utilities, which can be significantly affected by weather
conditions, to average high and low periods when computing earnings for the
quarterly earnings test.
RESULTS OF OPERATIONS
Comparison of Quarters Ended September 30, 1995 and September 30, 1994
----------------------------------------------------------------------
Income applicable to common stock increased $8.0 million during the
third quarter of 1995 from the comparable 1994 period. The following
discussion highlights the factors contributing to this result.
Operations
- ----------
The increase in electric operating revenues of $16.3 million was the
result of warmer weather this quarter compared to the same period one year
ago. Cooling degree days in the Indianapolis area increased 39 percent for
the third quarter, compared to the same period in 1994. Total kilowatthour
(KWH) sales rose 11.2 percent. KWH sales to less weather-sensitive
industrial customers increased 5.5%. Contributing to the increased
revenues was an increase of $16.2 million in retail electric KWH sales, an
increase in sales for resale of $.9 million, due to increased energy sales
to neighboring utilities, and an increase in miscellaneous revenues of $.4
million. This increase was partially offset by a decrease in fuel cost
adjustment recoveries of $1.2 million. The following table is a summary of
KWH sales to each customer class:
Retail KWH Sales By Customer Class
In Millions of KWHs
Three Months Ended September 30,
1995 1994 % Change
------- ------- --------
Residential 1,327.4 1,102.6 20.4%
Commercial 628.4 583.6 7.7
Industrial 1,817.9 1,722.7 5.5
Other 16.2 16.2 0.0
------- -------
Total Retail 3,789.9 3,425.1 10.7
======= =======
Other operating expenses increased $1.9 million primarily due to
increased administrative and general expenses of $2.1 million and increased
customer accounts expense of $.3 million, partially offset by decreased
electric distribution expenses of $.3 million and decreased miscellaneous
operating expenses of $.2 million. Power purchased increased $1.1 million
due to increased purchases of short-term energy for 1995. Purchased steam
decreased $.4 million due to a decrease in prices and therms purchased from
an independent resource recovery system located within the city of
Indianapolis.
Maintenance expenses increased $1.4 million primarily due to increased
expenditures for general maintenance at the Petersburg Generating Station.
<PAGE>8
Depreciation expense decreased $1.9 million as a result of recording
an adjustment to property held for future use in the third quarter of 1994,
partially offset by an increase in depreciation due to an increase in
utility plant balances.
Income taxes - net increased $5.2 million primarily due to the
increase in pretax utility operating income.
As a result of the foregoing, utility operating income increased 18.4%
from last year, to $50.7 million.
Other Income and Deductions
- ---------------------------
Allowance for equity funds used during construction increased $.7
million due to an increased construction base.
Other - net decreased $.3 million primarily due to a decrease in
investment income.
Interest Charges
- ----------------
Interest expense increased $.8 million primarily due to an increase in
short-term debt borrowings.
Allowance for borrowed funds used during construction increased $.3
million due to an increased construction base.
Comparison of Nine Months Ended September 30, 1995 and September 30, 1994
-------------------------------------------------------------------------
Income applicable to common stock increased $4.9 million during the
first nine months of 1995 from the comparable 1994 period. The following
discussion highlights the factors contributing to this result.
Operations
- ----------
The increase in electric operating revenues of $10.5 million was the
result of warmer weather during the third quarter of the year compared to
the same period in 1994, partially offset by milder weather during the
first half of 1995 compared to the same period last year. Contributing to
the increased revenues was an increase in retail electric KWH sales of
$12.5 million and an increase in miscellaneous revenues of $.9 million.
This increase was partially offset by a decrease in fuel cost adjustment
recoveries of $2.3 million and a decrease in sales for resale of $.6
million, due to decreased energy sales to neighboring utilities. The
following table is a summary of KWH sales to each customer class:
Retail KWH Sales By Customer Class
In Millions of KWHs
Nine Months Ended September 30,
1995 1994 % Change
------- ------- --------
Residential 3,320.2 3,230.5 2.8%
Commercial 1,693.6 1,714.2 (1.2)
Industrial 4,932.2 4,769.9 3.4
Other 52.1 54.8 (4.9)
------- -------
Total Retail 9,998.1 9,769.4 2.3
======= =======
<PAGE>9
Other operating expenses increased $4.6 million primarily due to
increased administrative and general expenses of $3.7 million, increased
customer accounts expense of $.6 million, increased electric distribution
expenses of $.4 million, increased expenses at the Petersburg Generating
Station of $.4 million and increased expenses at the Stout Generating
Station of $.2, partially offset by decreased customer service and
informational sales expense of $.5 million and decreased steam distribution
expenses of $.2 million. Purchased steam decreased $1.0 million due to a
decrease in prices and therms purchased from an independent resource
recovery system located within the city of Indianapolis.
Maintenance expenses decreased $3.5 million, reflecting decreased
expenditures for unit overhaul costs at the Petersburg Generating Station
of $3.2 million, decreased electric distribution expenditures of $1.0
million primarily for overhead and underground lines and decreased
expenditures for general maintenance at the Perry K Generating Station of
$.4 million. These expenses were partially offset by increased
expenditures for unit overhaul costs at the Pritchard Generating Station of
$.9 million during 1995 and increased miscellaneous transmission expense of
$.2 million.
Income taxes - net increased $3.8 million primarily due to the
increase in pretax utility operating income.
As a result of the foregoing, utility operating income increased 5.1%
from last year, to $119.6 million.
Other Income and Deductions
- ---------------------------
Allowance for equity funds used during construction increased $1.5
million due to an increased construction base.
Other - net decreased $.7 million primarily due to a decrease in
investment income.
Interest Charges
- ----------------
Interest expense increased $2.3 million primarily due to an increase
in short-term debt borrowings.
Allowance for borrowed funds used during construction increased $.8
million due to an increased construction base.
<PAGE>10
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- --------------------------
On August 24, 1995, the Indiana Utility Regulatory Commission ("IURC")
approved the terms of the Settlement Agreement presented to the IURC by
Indianapolis Power & Light Company on July 21, 1995, in IPL's general
retail electric rate case.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a) Exhibits. Copies of documents listed below which are identified
with an asterisk (*) are incorporated herein by reference and
made a part hereof. The management contracts or compensatory plans
are marked with a double asterisk (**) after the description of the
contract or plan.
3.1* Articles of Incorporation of Indianapolis Power & Light Company, as
amended. (Form 10-Q for quarter ended 3-31-91.)
3.2* Bylaws of Indianapolis Power & Light Company dated January 25, 1994.
(Form 10-Q for quarter ended 3-31-94.)
4.1* Mortgage and Deed of Trust, dated as of May 1, 1940, between
Indianapolis Power & Light Company and American National Bank and
Trust Company of Chicago, Trustee, as supplemented and modified by 41
Supplemental Indentures.
Exhibits D in File No. 2-4396; B-1 in File No. 2-6210; 7-C File
No. 2-7944; 7-D in File No. 2-72944; 7-E in File No. 2-8106; 7-F in
File No. 2-8749; 7-G in File No. 2-8749; 4-Q in File No. 2-10052; 2-I
in File No. 2-12488; 2-J in File No. 2-13903; 2-K in File No. 2-22553;
2-L in File No. 2-24581; 2-M in File No. 2-26156; 4-D in File No. 2-
26884; 2-D in File No. 2-38332; Exhibit A to Form 8-K for October
1970; Exhibit 2-F in File No. 2-47162; 2-F in File No. 2-50260; 2-G in
File No. 2-50260; 2-F in File No. 2-53541; 2E in File No. 2-55154; 2E
in File No. 2-60819; 2F in File No. 2-60819; 2-G in File No. 2-60819;
Exhibit A to Form 10-Q for the quarter ended 9-30-78 File No. 1-3132;
13-4 in File No. 2-73213; Exhibit 4 in File No. 2-93092. Twenty-
eighth, Twenty-ninth and Thirtieth Supplemental Indentures. (Form 10-
K dated for the year ended December 31, 1985.)
4.2* Thirty-First Supplemental Indenture dated as of October 1, 1986.
(Form 10-K for year ended 12-31-86.)
4.3* Thirty-Second Supplemental Indenture dated as of June 1, 1989. (Form
10-K for year ended 12-31-89.)
4.4* Thirty-Third Supplemental Indenture dated as of August 1, 1989. (Form
10-K for year ended 12-31-89.)
4.5* Thirty-Fourth Supplemental Indenture dated as of October 15, 1991.
(Form 10-K for year ended 12-31-91.)
4.6* Thirty-Fifth Supplemental Indenture dated as of August 1, 1992. (Form
10-K for year ended 12-31-92.)
<PAGE>11
Item 6. Exhibits and Reports on Form 8-K - continued
- -----------------------------------------------------
4.7* Thirty-Sixth Supplemental Indenture dated as of April 1, 1993. (Form
10-Q for quarter ended 9-30-93.)
4.8* Thirty-Seventh Supplemental Indenture dated as of October 1, 1993.
(Form 10-Q for quarter ended 9-30-93.)
4.9* Thirty-Eighth Supplemental Indenture dated as of October 1, 1993.
(Form 10-Q for quarter ended 9-30-93.)
4.10* Thirty-Ninth Supplemental Indenture dated as of February 1, 1994.
(Form 8-K, dated 1-25-94.)
4.11* Fortieth Supplemental Indenture dated as of February 1, 1994.
(Form 8-K, dated 1-25-94.)
4.12* Forty-First Supplemental Indenture dated as of January 15, 1995.
(Exhibit 4.12 to the Form 10-K dated 12-31-94.)
10.1 Form of Termination Benefits Agreement together with a schedule of
parties to, and dates of, the Termination Benefits Agreements**
27.1 Financial Data Schedule
b) Reports on Form 8-K.
A report on Form 8-K was filed on July 21, 1995, reporting Item
5, other events. The Form 8-K reported the filing of the
Settlement Agreement with the Indiana Utility Regulatory
Commission in connection with Indianapolis Power & Light Company's
pending retail electric rate case.
<PAGE>12
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.
INDIANAPOLIS POWER & LIGHT COMPANY
----------------------------------
(Registrant)
Date: November 14, 1995 /s/ John R. Brehm
---------------------- ---------------------------
John R. Brehm
Senior Vice President
Finance and Information Services
Date: November 14, 1995 /s/ Stephen J. Plunkett
---------------------- ---------------------------
Stephen J. Plunkett
Controller
EXHIBIT 10.1
FORM OF
TERMINATION BENEFITS AGREEMENT
AS AMENDED AND RESTATED, EFFECTIVE JANUARY 1, 1993
[See Schedule A attached hereto for a list of parties to,
and dates of, the Termination Benefits Agreements]
This Agreement, dated as of January 1, 1993, by and among IPALCO
ENTERPRISES, INC., an Indiana corporation having its principal executive
offices at 25 Monument Circle, Indianapolis, Indiana 46204 ("IPALCO"),
INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana corporation having its
principal executive offices at 25 Monument Circle, Indianapolis, Indiana
46204 ("IPL") (both IPALCO and IPL being collectively referred to herein as
the "Company"), and , an Indiana resident whose mailing address is
(the "Executive").
R E C I T A L S
The following facts are true:
A. The Executive is serving the Company as a key executive
officer, and is expected to continue to make a major contribution
to the profitability, growth, and financial strength of the Company.
B. The Company considers the continued services of the Executive to be
in the best interests of the Company and its shareholders, and desires
to assure itself of the availability of such continued services in the future
on an objective and impartial basis and without distraction or conflict of
interest in the event of an attempt to obtain control of the Company.
C. The Executive is willing to remain in the employ of the Company upon
the understanding that the Company will provide him with income security upon
the terms and subject to the conditions contained herein if his employment is
terminated by the Company without cause or if he voluntarily terminates his
employment for good reason.
D. If the Company and Executive entered into one or more Termination
Benefits Agreements prior to this Agreement (the "Prior Termination Benefits
Agreements"), this Agreement is intended to supersede and replace the Prior
Termination Benefits Agreements.
A G R E E M E N T
In consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the Company and the Executive agree as follows:
1. Undertaking. The Company agrees to pay to the Executive the
termination benefits specified in paragraph 2 hereof if (a) control of
IPALCO is acquired (as defined in paragraph 3(a) hereof) during the
term of this Agreement (as described in paragraph 5 hereof) and (b)
within three (3) years after the acquisition of control occurs (i) the
Company terminates the employment of the Executive for any reason other
than Cause (as defined in paragraph 3(b) hereof), death, the Executive's
attainment of age sixty-five (65) or total and permanent disability, or (ii)
the Executive voluntarily terminates his employment for Good Reason (as
defined in paragraph 3(c) hereof).
2. Termination Benefits. If the Executive is entitled to
termination benefits pursuant to paragraph 1 hereof, the Company
agrees to pay to the Executive as termination benefits in a lump-sum
payment within five (5) calendar days of the termination of the
Executive's employment an amount to be computed by multiplying (i) the
Executive's average annual compensation (as defined in Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code")) payable by the
Company which was includable in the gross income of the Executive for the
most recent five (5) calendar years ending coincident with or immediately
before the date on which control of the Company is acquired (or such
portion of such period during which the Executive was an employee of
the Company), by (ii) two hundred ninety-nine and ninety-nine one hundredths
percent (299.99%). For purposes of this Agreement, employment and
compensation paid by any direct or indirect subsidiary of the Company will be
deemed to be employment and compensation paid by the Company.
3. Definitions.
(a) As used in this Agreement, the "acquisition of
control" means:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent
(20%) or more of either (A) the then outstanding shares
of common stock of IPALCO (the "Outstanding IPALCO
Common Stock") or (B) the combined voting power of the
then outstanding voting securities of IPALCO entitled
to vote generally in the election of directors (the
"Outstanding IPALCO Voting Securities"); provided,
however, that the following acquisitions shall not
constitute an acquisition of control: (A) any acquisition
directly from IPALCO (excluding an acquisition by virtue
of the exercise of a conversion privilege), (B) any
acquisition by IPALCO, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by IPALCO, IPL or any corporation controlled
by IPALCO or (D) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation,
if, following such reorganization, merger or
consolidation, the conditions described in clauses (A),
(B) and (C) of subsection (iii) of this paragraph 3(a)
are satisfied;
(ii) Individuals who, as of the date hereof,
constitute the Board of Directors of IPALCO (the
"Incumbent Board") cease for any reason to constitute
at least a majority of the Board of Directors of IPALCO
(the "Board"); provided, however, that any individual
becoming a director subsequent to the date hereof whose
election, or nomination for election by IPALCO's
shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent
Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial
assumption of office occurs as a result of either an
actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of
a Person other than the Board; or
(iii) Approval by the shareholders of IPALCO of a
reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or
consolidation, (A) more than sixty percent (60%) of,
respectively, the then outstanding shares of common
stock of the corporation resulting from such
reorganization, merger or consolidation and the
combined voting power of the then outstanding voting
securities of such corporation entitled to vote
generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding IPALCO Common Stock and Outstanding IPALCO
Voting Securities immediately prior to such
reorganization, merger or consolidation in
substantially the same proportions as their ownership,
immediately prior to such reorganization, merger or
consolidation, of the Outstanding IPALCO Stock and
Outstanding IPALCO Voting Securities, as the case may
be, (B) no Person (excluding IPALCO, any employee
benefit plan or related trust of IPALCO, IPL or such
corporation resulting from such reorganization, merger
or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or
consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or
consolidation, directly or indirectly, twenty percent
(20%) or more of the Outstanding IPALCO Common Stock or
Outstanding Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty
percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
and (C) at least a majority of the members of the board
of directors of the corporation resulting from such
reorganization, merger or consolidation were members of
the Incumbent Board at the time of the execution of the
initial agreement providing for such reorganization,
merger or consolidation;
(iv) Approval by the shareholders of IPALCO of (A)
a complete liquidation or dissolution of IPALCO or (B)
the sale or other disposition of all or substantially
all of the assets of IPALCO, other than to a corporation,
with respect to which following such sale or other
disposition (1) more than sixty percent (60%) of,
respectively, the then outstanding shares of common
stock of such corporation and the combined voting power
of the then outstanding voting securities of such
corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively,
of the Outstanding IPALCO Common Stock and Outstanding
IPALCO Voting Securities immediately prior to such sale or
other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding IPALCO Common Stock and
Outstanding IPALCO Voting Securities, as the case may be,
(2) no Person (excluding IPALCO and any employee benefit
plan or related trust of IPALCO, IPL or such corporation
and any Person beneficially owning, immediately prior to
such sale or other disposition, directly or indirectly,
twenty percent (20%) or more of the Outstanding IPALCO
Common Stock or Outstanding IPALCO Voting Securities,
as the case may be) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
and (3) at least a majority of the members of the board
of directors of such corporation were members of the
Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing for
such sale or other disposition of assets of IPALCO; or
(v) The closing, as defined in the documents
relating to, or as evidenced by a certificate of any
state or federal governmental authority in connection
with, a transaction approval of which by the shareholders
of IPALCO would constitute an "acquisition of control"
under subsection (iii) or (iv) of this section 3(a) of
this Agreement.
Notwithstanding anything contained in this Agreement to
the contrary, if the Executive's employment is terminated
before an "acquisition of control" as defined in this section
3(a) and the Executive reasonably demonstrates that such
termination (i) was at the request of a third party who has
indicated an intention or taken steps reasonably calculated
to effect an "acquisition of control" and who effectuates an
"acquisition of control" (a "Third Party") or (ii) otherwise
occurred in connection with, or in anticipation of, an
"acquisition of control" which actually occurs, then for all
purposes of this Agreement, the date of an "acquisition of
control" with respect to the Executive shall mean the date
immediately prior to the date of such termination of the
Executive's employment.
(b) As used in this Agreement, the term "Cause" means
fraud, dishonesty, theft of corporate assets, or other gross
misconduct by the Executive. Notwithstanding the foregoing,
the Executive shall not be deemed to have been terminated for
cause unless and until there shall have been delivered to him
a copy of a resolution duly adopted by the affirmative vote
of not less than a majority of the entire membership of the
Board at a meeting of the Board called and held for the
purpose (after reasonable notice to him and an opportunity
for him, together with his counsel, to be heard before the
Board), finding that in the good faith opinion of the Board
the Executive was guilty of conduct set forth above in the
first sentence of the subsection and specifying the
particulars thereof in detail.
(c) As used in this Agreement, the term "Good Reason"
means, without the Executive's written consent, (i) a
demotion in the Executive's status, position or
responsibilities which, in his reasonable judgment, does not
represent a promotion from his status, position or
responsibilities as in effect immediately prior to the change
in control; (ii) the assignment to the Executive of any
duties or responsibilities which, in his reasonable judgment,
are inconsistent with such status, position or
responsibilities; or any removal of the Executive from or
failure to reappoint or reelect him to any of such positions,
except in connection with the termination of his employment
for total and permanent disability, death or Cause or by him
other than for Good Reason; (iii) a reduction by the Company
in the Executive's base salary as in effect on the date
hereof or as the same may be increased from time to time
during the term of this Agreement or the Company's failure to
increase (within twelve (12) months of the Executive's last
increase in base salary) the Executive's base salary after a
change in control in an amount which at least equals, on a
percentage basis, the average percentage increase in base
salary for all executive and senior officers of the Company
effected in the preceding twelve (12) months; (iv) the
relocation of the principal executive offices of IPALCO or
IPL, whichever entity on behalf of which the Executive
performs a principal function of that entity as part of his
employment services, to a location outside the Indianapolis,
Indiana metropolitan area or the Company's requiring him to
be based at any place other than the location at which he
performed his duties prior to a change in control, except for
required travel on the Company's business to an extent
substantially consistent with his business travel obligations
at the time of a change in control; (v) the failure by the
Company to continue in effect any incentive, bonus or other
compensation plan in which the Executive participates,
including but not limited to the Company's stock option and
restricted stock plans, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan), with
which he has consented, has been made with respect to such
plan in connection with the change in control, or the failure
by the Company to continue his participation therein, or any
action by the Company which would directly or indirectly
materially reduce his participation therein; (vi) the failure
by the Company to continue to provide the Executive with
benefits substantially similar to those enjoyed by him or to
which he was entitled under any of the Company's pension,
profit sharing, life insurance, medical, dental, health and
accident, or disability plans in which he was participating
at the time of a change in control, the taking of any action
by the Company which would directly or indirectly materially
reduce any of such benefits or deprive him of any material
fringe benefit enjoyed by him or to which he was entitled at
the time of the change in control, or the failure by the
Company to provide him with the number of paid vacation and
sick leave days to which he is entitled on the basis of years
of service with the Company in accordance with the Company's
normal vacation policy in effect on the date hereof; (vii)
the failure of the Company to obtain a satisfactory agreement
from any successor or assign of the Company to assume and
agree to perform this Agreement; (viii) any purported
termination of the Executive's employment which is not
effected pursuant to a Notice of Termination satisfying the
requirements of paragraph 4(c) hereof (and, if applicable,
paragraph 3(b) hereof); and for purposes of this Agreement,
no such purported termination shall be effective; or (ix) any
request by the Company that the Executive participate in an
unlawful act or take any action constituting a breach of the
Executive's professional standard of conduct.
Notwithstanding anything in this paragraph 3(c) to the
contrary, the Executive's right to terminate his employment
pursuant to this paragraph 3(c) shall not be affected by his
incapacity due to physical or mental illness.
4. Additional Provisions.
(a) Enforcement of Agreement. The Company is aware
that upon the occurrence of a change in control the Board of
Directors or a shareholder of the Company may then cause or
attempt to cause the Company to refuse to comply with its
obligations under this Agreement, or may cause or attempt to
cause the Company to institute, or may institute, litigation
seeking to have this Agreement declared unenforceable, or may
take or attempt to take other action to deny the Executive
the benefits intended under this Agreement. In these
circumstances, the purpose of this Agreement could be
frustrated. It is the intent of the Company that the
Executive not be required to incur the expenses associated
with the enforcement of his rights under this Agreement by
litigation or other legal action, nor be bound to negotiate
any settlement of his rights hereunder, because the cost and
expense of such legal action or settlement would substantially
detract from the benefits intended to be extended to the
Executive hereunder. Accordingly, if following a change in
control it should appear to the Executive that the Company has
failed to comply with any of its obligations under this
Agreement or in the event that the Company or any other person
takes any action to declare this Agreement void or
unenforceable, or institutes any litigation or other legal
action designed to deny, diminish or to recover from the
Executive the benefits entitled to be provided to the
Executive hereunder and that the Executive has complied with
all of his obligations under this Agreement, the Company
irrevocably authorizes the Executive from time to time to
retain counsel of his choice, at the expense of the Company
as provided in this paragraph 4(a), to represent the Executive
in connection with the initiation or defense of any litigation
or other legal action, whether such action is by or against
the Company or any director, officer, shareholder, or other
person affiliated with the Company, in any jurisdiction.
Notwithstanding any existing or prior attorney-client
relationship between the Company and such counsel, the
Company irrevocably consents to the Executive entering into
an attorney-client relationship with such counsel, and in that
connection the Company and the Executive agree that a
confidential relationship shall exist between the Executive
and such counsel. The reasonable fees and expenses of counsel
selected from time to time by the Executive as hereinabove
provided shall be paid or reimbursed to the Executive by the
Company on a regular, periodic basis upon presentation by the
Executive of a statement or statements prepared by such
counsel in accordance with its customary practices, up to a
maximum aggregate amount of $500,000. Any legal expenses
incurred by the Company by reason of any dispute between the
parties as to enforceability of or the terms contained in this
Agreement, notwithstanding the outcome of any such dispute,
shall be the sole responsibility of the Company, and the
Company shall not take any action to seek reimbursement from
the Executive for such expenses.
(b) Severance Pay; No Duty to Mitigate. The amounts
payable to the Executive under this Agreement shall not be
treated as damages but as severance compensation to which the
Executive is entitled by reason of termination of his
employment in the circumstances contemplated by this
Agreement. The Company shall not be entitled to set off
against the amounts payable to the Executive any amounts
earned by the Executive in other employment after termination
of his employment with the Company, or any amounts which
might have been earned by the Executive in other employment
had he sought such other employment.
(c) Notice of Termination. Any purported termination
by the Company or by the Executive shall be communicated by
written Notice of Termination to the other party hereto in
accordance with paragraph 4(k) hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice
which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis
for termination of his employment under the provision so
indicated. For purposes of this Agreement, no such purported
termination shall be effective without such Notice of
Termination.
(d) Internal Revenue Code. Anything in this Agreement
to the contrary notwithstanding, in the event that Deloitte
& Touche determines that any payment by the Company to or for
the benefit of the Executive pursuant to the terms of this
Agreement would be nondeductible by the Company for federal
income tax purposes because of Section 280G of the Code, then
the amount payable to or for the benefit of the Executive
pursuant to this Agreement shall be reduced (but not below
zero) to the maximum amount payable without causing the
payment to be nondeductible by the Company because of Section
280G of the Code. Such determination by Deloitte & Touche
shall be conclusive and binding upon the parties.
(e) Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their
respective executors, administrators, heirs, personal
representatives, successors, and assigns, but neither this
Agreement nor any right hereunder may be assigned or
transferred by either party hereto, any beneficiary, or any
other person, nor be subject to alienation, anticipation,
sale, pledge, encumbrance, execution, levy, or other legal
process of any kind against the Executive, his beneficiary or
any other person. Notwithstanding the foregoing, the Company
will assign this Agreement to any corporation or other
business entity succeeding to substantially all of the
business and assets of the Company by merger, consolidation,
sale of assets, or otherwise and shall obtain the assumption
of this Agreement by such successor.
(f) Entire Agreement. This Agreement contains the
entire agreement between the parties with respect to the
subject matter hereof. All representations, promises, and
prior or contemporaneous understandings among the parties
with respect to the subject matter hereof, including any
Prior Termination Benefits Agreements, are merged into and
expressed in this Agreement, and any and all prior agreements
between the parties with respect to the subject matter hereof
are hereby cancelled.
(g) Amendment. This Agreement shall not be amended,
modified, or supplemented without the written agreement of
the parties at the time of such amendment, modification, or
supplement.
(h) Governing Law. This Agreement shall be governed
by and subject to the laws of the State of Indiana.
(i) Severability. The invalidity or unenforceability
of any particular provision of this Agreement shall not
affect the other provisions, and this Agreement shall be
construed in all respects as if such invalid or unenforceable
provision had not been contained herein.
(j) Captions. The captions in this Agreement are for
convenience and identification purposes only, are not an
integral part of this Agreement, and are not to be considered
in the interpretation of any part hereof.
(k) Notices. Except as otherwise specifically
provided in this Agreement, all notices and other
communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered in person or sent
by registered or certified mail, postage prepaid, addressed
as set forth above, or to such other address as shall be
furnished in writing by any party to the others.
(l) Waivers. Except as otherwise specifically
provided in this Agreement, no waiver by either party hereto
of any breach by the other party hereto of any condition or
provision of this Agreement to be performed by such other
party shall be deemed to be a valid waiver unless such waiver
is in writing or, even if in writing, shall be deemed to be
a waiver of a subsequent breach of such condition or
provision or a waiver of a similar or dissimilar provision or
condition at the same or at any prior or subsequent time.
(m) Gender. The use of the masculine gender throughout
this Agreement is solely for convenience; thus, in cases where
the Executive is female, the feminine gender shall be deemed
to be used in place of the masculine gender.
5. Term of this Agreement. This Agreement shall remain in
effect until January 1, 1998 or until the expiration of any extension
thereof. The term of this Agreement shall be automatically extended for
one (1) year periods without further action of the parties as of January
1, 1994 and each succeeding January 1 thereafter, unless IPALCO
shall have served written notice to the Executive prior to January 1, 1994
or prior to January 1 of each succeeding year, as the case may be, of its
intention that the Agreement shall terminate at the end of the five (5)
year period that begins with the January 1 following the date of such
written notice.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
IPALCO ENTERPRISES, INC.
By:
Attest:
INDIANAPOLIS POWER & LIGHT COMPANY
By:
Attest:
<PAGE>
SCHEDULE A
TO
TERMINATION BENEFITS AGREEMENT
As Amended and Restated, Effective January 1, 1993
By and among IPALCO Enterprises, Inc., Indianapolis Power & Light
Company and the following individuals:
Michael G. Banta (effective as of July 1, 1995)
John C. Berlier, Jr.
John R. Brehm
Max Califar
Ralph E. Canter (effective as of May 1, 1995)
John R. Hodowal
Ramon L. Humke
Donald W. Knight
Robert A. McKnight, Jr.
Steven L. Meyer
Stephen J. Plunkett
Robert W. Rawlings
Joseph A. Slash
Clark L. Snyder
Thomas A. Steiner
Gerald D. Waltz
John D. Wilson
Bryan G. Tabler (effective as of October 1, 1994)
Wendy V. Yerkes (effective as of May 1, 1995)
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0000050217
<NAME> INDIANAPOLIS POWER & LIGHT COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,781,992
<OTHER-PROPERTY-AND-INVEST> 4,003
<TOTAL-CURRENT-ASSETS> 157,203
<TOTAL-DEFERRED-CHARGES> 149,404
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,092,602
<COMMON> 324,537
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 424,519
<TOTAL-COMMON-STOCKHOLDERS-EQ> 750,419
0
51,898
<LONG-TERM-DEBT-NET> 638,992
<SHORT-TERM-NOTES> 79,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 15,150
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 557,143
<TOT-CAPITALIZATION-AND-LIAB> 2,092,602
<GROSS-OPERATING-REVENUE> 535,043
<INCOME-TAX-EXPENSE> 49,302
<OTHER-OPERATING-EXPENSES> 366,159
<TOTAL-OPERATING-EXPENSES> 415,461
<OPERATING-INCOME-LOSS> 119,582
<OTHER-INCOME-NET> 2,812
<INCOME-BEFORE-INTEREST-EXPEN> 122,394
<TOTAL-INTEREST-EXPENSE> 34,073
<NET-INCOME> 88,321
2,386
<EARNINGS-AVAILABLE-FOR-COMM> 85,935
<COMMON-STOCK-DIVIDENDS> 60,853
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 148,444
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
