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
June 30, 1997 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.)
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 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 June 30, 1997
----- ----------------------------
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
Six Months Ended June 30, 1997 and 1996 2
Balance Sheets - June 30, 1997 and
December 31, 1996 3
Statements of Cash Flows -
Six Months Ended June 30, 1997 and 1996 4
Notes to Financial Statements 5-6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
PART II. OTHER INFORMATION 10-13
- -------- -----------------
<PAGE>2
<TABLE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
INDIANAPOLIS POWER & LIGHT COMPANY
Statements of Income
(In Thousands)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
-------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Electric $ 170,096 $ 169,163 $ 358,612 $ 353,101
Steam 8,620 8,458 20,390 20,966
-------------- -------------- -------------- ---------------
Total operating revenues 178,716 177,621 379,002 374,067
-------------- -------------- -------------- ---------------
OPERATING EXPENSES:
Operation:
Fuel 37,506 40,360 79,122 84,783
Other 35,622 33,354 68,255 66,311
Power purchased 1,131 4,285 5,290 9,015
Purchased steam 1,684 1,499 3,903 3,651
Maintenance 17,613 16,112 33,311 29,926
Depreciation and amortization 26,504 23,973 52,244 47,679
Taxes other than income taxes 8,067 8,373 16,999 17,334
Income taxes - net 14,601 13,543 36,297 34,402
-------------- -------------- -------------- ---------------
Total operating expenses 142,728 141,499 295,421 293,101
-------------- -------------- -------------- ---------------
OPERATING INCOME 35,988 36,122 83,581 80,966
-------------- -------------- -------------- ---------------
OTHER INCOME AND (DEDUCTIONS):
Allowance for equity funds used during construction 1,124 1,769 2,281 3,620
Other - net (183) (629) (594) (1,143)
Income taxes - net 108 221 270 407
-------------- -------------- -------------- ---------------
Total other income - net 1,049 1,361 1,957 2,884
-------------- -------------- -------------- ---------------
INCOME BEFORE INTEREST CHARGES 37,037 37,483 85,538 83,850
-------------- -------------- -------------- ---------------
INTEREST CHARGES:
Interest 10,238 12,088 21,159 24,300
Allowance for borrowed funds used during construction (226) (1,585) (472) (3,310)
-------------- -------------- -------------- ---------------
Total interest charges 10,012 10,503 20,687 20,990
-------------- -------------- -------------- ---------------
NET INCOME 27,025 26,980 64,851 62,860
PREFERRED DIVIDEND REQUIREMENTS 796 796 1,591 1,591
-------------- -------------- -------------- ---------------
INCOME APPLICABLE TO COMMON STOCK $ 26,229 $ 26,184 $ 63,260 $ 61,269
============== ============== ============== ===============
See notes to financial statements.
</TABLE>
<PAGE>3
<TABLE>
INDIANAPOLIS POWER & LIGHT COMPANY
Balance Sheets
(In Thousands)
(Unaudited)
<CAPTION>
June 30 December 31
ASSETS 1997 1996
------ ----------------- ------------------
<S> <C> <C>
UTILITY PLANT:
Utility plant in service $ 2,774,554 $ 2,763,305
Less accumulated depreciation 1,086,614 1,048,492
----------------- ------------------
Utility plant in service - net 1,687,940 1,714,813
Construction work in progress 73,461 63,243
Property held for future use 10,074 9,913
----------------- ------------------
Utility plant - net 1,771,475 1,787,969
----------------- ------------------
OTHER PROPERTY -
At cost, less accumulated depreciation 5,904 5,799
----------------- ------------------
CURRENT ASSETS:
Cash and cash equivalents 8,771 8,840
Accounts receivable (less allowance for doubtful
accounts 1997, $971 and 1996, $907) 2,528 7,892
Fuel - at average cost 26,841 30,121
Materials and supplies - at average cost 50,723 52,027
Prepayments and other current assets 5,359 9,612
----------------- ------------------
Total current assets 94,222 108,492
----------------- ------------------
DEFERRED DEBITS:
Regulatory assets 132,462 137,974
Miscellaneous 11,559 12,166
----------------- ------------------
Total deferred debits 144,021 150,140
----------------- ------------------
TOTAL $ 2,015,622 $ 2,052,400
================= ==================
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 481,212 456,349
----------------- ------------------
Total common shareholder's equity 807,112 782,249
Cumulative preferred stock 51,898 51,898
Long-term debt (less current maturities
and sinking fund requirements) 627,816 627,791
----------------- ------------------
Total capitalization 1,486,826 1,461,938
----------------- ------------------
CURRENT LIABILITIES:
Notes payable - banks and commercial paper - 34,000
Current maturities and sinking fund requirements - 11,250
Accounts payable and accrued expenses 51,683 56,537
Dividends payable 13,943 21,910
Taxes accrued 19,818 19,621
Interest accrued 13,265 13,301
Other current liabilities 11,601 14,519
----------------- ------------------
Total current liabilities 110,310 171,138
----------------- ------------------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
Accumulated deferred income taxes - net 308,522 304,854
Unamortized investment tax credit 46,243 47,722
Accrued postretirement benefits 20,417 23,635
Accrued pension benefits 39,448 37,283
Miscellaneous 3,856 5,830
----------------- ------------------
Total deferred credits and other long-term liabilities 418,486 419,324
----------------- ------------------
COMMITMENTS AND CONTINGENCIES
TOTAL $ 2,015,622 $ 2,052,400
================= ==================
See notes to financial statements.
</TABLE>
<PAGE>4
<TABLE>
INDIANAPOLIS POWER & LIGHT COMPANY
Statements of Cash Flows
(In Thousands)
(Unaudited)
<CAPTION>
Six Months Ended
June 30
1997 1996
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income $ 64,851 $ 62,860
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 49,503 44,965
Amortization of regulatory assets 7,825 8,104
Deferred income taxes and investment tax credit adjustments - net (367) (1,311)
Allowance for funds used during construction (2,753) (6,930)
Change in certain assets and liabilities:
Accounts receivable 5,364 4,474
Fuel, materials and supplies 4,584 (2,916)
Accounts payable (4,854) (10,476)
Taxes accrued 197 3,948
Accrued pension benefits 2,165 2,634
Other - net (1,821) 2,831
---------------- ----------------
Net cash provided by operating activities 124,694 108,183
---------------- ----------------
CASH FLOWS FROM INVESTING:
Construction expenditures (30,569) (45,441)
Other (1,027) (5,431)
---------------- ----------------
Net cash used in investing activities (31,596) (50,872)
---------------- ----------------
CASH FLOWS FROM FINANCING:
Retirement of long-term debt (11,250) (15,150)
Short-term debt - net (34,000) (22)
Dividends paid (47,953) (43,095)
Other 36 (141)
---------------- ----------------
Net cash used in financing activities (93,167) (58,408)
---------------- ----------------
Net decrease in cash and cash equivalents (69) (1,097)
Cash and cash equivalents at beginning of period 8,840 9,985
---------------- ----------------
Cash and cash equivalents at end of period $ 8,771 $ 8,888
================ ================
- ----------------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information: Cash paid during the period
for:
Interest (net of amount capitalized) $ 20,246 $ 21,254
================ ================
Income taxes $ 32,337 $ 31,806
================ ================
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. The preparation of financial statements in conformity with generally
accepted accounting principles 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 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 1996 Annual Report on
Form 10-K.
3. LONG-TERM DEBT
On May 1, 1997, IPL retired First Mortgage Bonds, 5 5/8% Series, due May
1, 1997, in the amount of $11,250,000.
4. SALE OF ACCOUNTS RECEIVABLE
In December 1996, IPL entered into an agreement to sell, on a revolving
basis, undivided percentage interests in certain of its accounts
receivable, including accounts receivable for KWH delivered but not
billed, up to an aggregate maximum at any one time of $50 million.
Accounts receivable on the Balance Sheets are net of the $50 million
interest sold under the IPL agreement. The gross amount of receivables
sold was $55.6 million, of which $5.6 million was replaced with a
receivable from the purchasing party.
5. NEW ACCOUNTING STANDARDS
In June, 1997, SFAS No. 130, "Comprehensive Income," was issued and
becomes effective in 1998 and requires reclassification of earlier
financial statements for comparative purposes. SFAS No. 130 requires
that changes in the amounts of certain items, including foreign currency
translation adjustments and gains and losses on certain securities be
shown in the financial statements. SFAS No. 130 does not require a
specific format for the financial statement in which comprehensive
income is reported, but does require that an amount representing total
comprehensive income be reported in that statement. Management has not
yet determined the effect, if any, of SFAS No. 130 on the financial
statements.
Also in June, 1997, SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," was issued. The Statement will
change the way public companies report information about segments of
their business in their annual financial statements and requires them to
report selected segment information in their quarterly reports issued to
shareholders. It also requires entity-wide disclosures about the
products and services an entity provides, the material countries in
which it holds assets and reports revenues, and its major customers.
SFAS No. 131 is effective for fiscal years beginning after December 15,
1997. Management has not yet determined the effect, if any, of SFAS No.
131 on the financial statements.
<PAGE>6
6. SUBSEQUENT EVENT
IPALCO filed preliminary documents with the Securities and Exchange
Commission on August 8, 1997, describing a contemplated offer to
purchase for cash any and all outstanding shares of the cumulative
preferred stock of IPL. The offer is conditioned upon IPL's
shareholders' approval of an amendment to IPL's Amended Articles of
Incorporation (the "Articles") which would remove a provision of the
Articles limiting IPL's ability to issue unsecured debt. In addition,
preferred shareholders who wish to tender their shares pursuant to the
offer must vote in favor of the Articles Amendment. In conjunction with
the filing, IPL filed a preliminary Proxy Statement for potential use in
soliciting proxies for a special meeting of shareholders of IPL to
consider the Articles Amendment.
<PAGE>7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Overview
- --------
During the second quarter of 1997 the Board of Directors of
Indianapolis Power & Light Company (IPL) declared dividends on common stock on
April 29, May 27 and June 24 of $2,500,000, $19,636,604 and $2,000,000,
respectively . The dividends were paid by IPL to IPALCO Enterprises, Inc.
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
$17.2 million during the second quarter ended June 30, 1997, representing a $5.2
million decrease from the comparable period in 1996. This decrease is mostly
related to reduced construction spending in the second quarter of 1997 compared
to 1996 for the scrubbers at IPL's Petersburg Generating Station as the
construction project was completed in June 1996. Internally generated cash
provided by IPL's operations was used for construction expenditures during the
second quarter of 1997. Construction expenditures (excluding allowance for funds
used during construction) totaled $30.6 million during the six months ended June
30, 1997, representing a $14.8 million decrease from the comparable period in
1996. This difference is mostly related to reduced construction spending in 1997
compared to 1996 for the scrubbers at IPL's Petersburg Generating Station that
went into service in June 1996. Internally generated cash provided by IPL's
operations was used for construction expenditures during the first six months of
1997. As a result of IPL's new basic electric rates and charges and reduced
capital spending, IPL anticipates continued improving liquidity.
The five-year construction program has not changed from that previously
reported in IPL's 1996 Form 10-K report. (See "Future Performance" in Item 7 of
Management's Discussion and Analysis of Financial Condition and Results of
Operations in IPL's 1996 Form 10-K report for further discussion).
On May 1, 1997, IPL retired First Mortgage Bonds, 5 5/8% Series, due
May 1, 1997, in the amount of $11,250,000.
Rate Relief
- -----------
The Indiana Utility Regulatory Commission approved a two-step rate
increase for IPL customers in September 1995. The initial step increase was
effective September 1, 1995, and the second step increase became effective July
1, 1996.
RESULTS OF OPERATIONS
Comparison of Second Quarter and Six Months Ended June 30, 1997
---------------------------------------------------------------
with Second Quarter and Six Months Ended June 30, 1996
------------------------------------------------------
Income applicable to common stock was flat for the second quarter ended
and increased $2.0 million for the six months ended of 1997 compared to the 1996
periods. The following discussion highlights the factors contributing to these
results.
<PAGE>8
Operating Revenues
- ------------------
Operating revenues during the second quarter and six months ended of 1997
increased from the comparable 1996 periods by $1.1 million and $4.9 million,
respectively. The increases in revenues resulted from the following:
<TABLE>
<CAPTION>
Increase (Decrease) from Comparable Period
------------------------------------------
Three Months Ended Six Months Ended
------------------ ----------------
(Millions of Dollars)
<S> <C> <C>
Increase in base electric rates $ 5.9 $ 12.7
Decreased Kilowatt-hour (KWH) sales - net of fuel (5.5) (8.0)
Fuel revenues (2.2) (5.0)
Steam revenues 0.1 (0.6)
Sales for resale 2.1 4.2
Other revenues 0.7 1.6
------- -------
Total change in operating revenues $ 1.1 $ 4.9
======= =======
</TABLE>
The increases in base rate electric revenues are the result of new
tariffs, effective July 1, 1996, designed to produce $25-million additional
annual revenues. The decrease in retail KWH sales was due to milder weather.
During the second quarter of 1997 cooling degree days decreased 38% and in the
first quarter of 1997, heating degree days decreased 12%, compared to the same
periods in 1996. The changes in fuel revenues in 1997 from the prior year
reflect changes in total fuel costs billed customers. The increased wholesale
sales during the second quarter and six months ended of 1997, as compared to the
same periods in 1996, reflect energy requirements of other utilities and
increased wholesale marketing efforts.
Operating Expenses
- ------------------
Fuel expenses in the second quarter and six months ended of 1997
decreased from the same periods a year ago by $2.9 million and $5.7 million,
respectively. The primary reason for the decrease in the second quarter was a
decrease in deferred fuel cost of $2.7 million. A deferred fuel cost decrease of
$4.8 million contributed to the six months ended decrease. Additional factors
contributing to the six month ended decrease were a decrease of $2.1 million in
unit costs of coal and oil and a $1.2 million increase in fuel consumption.
Other operation expenses in the second quarter and six months ended of
1997 increased from the same periods a year ago by $2.3 million and $1.9
million, respectively. The second quarter increase is comprised of increased
outside services of $1.1 million, $0.7 million for increased employee benefits
and $0.5 million for other administrative and general expenses. The increase in
the second quarter was also due to increased electric distribution expense of
$0.7 million and other increased operating expenses which net to an increase of
$0.3 million. Partially offsetting these increases to operating expenses in the
second quarter was the gain from the sale of emission allowances of $1.0
million. The six months ended variance is primarily related to an increase in
outside services of $1.9 million, increases to salaries of $0.9 million and
customer accounts expenses of $0.8 million offset by the gain from the sale of
emission allowances of $1.2 million.
Power purchased decreased by $3.2 million and $3.7 million from the
comparable periods in 1996 during the second quarter and six months ended of
1997, respectively. The decrease in the second quarter was due to a decrease in
demand charges of $3.5 million partially offset by an increase in energy
purchases of $0.3 million. The six months ended variance was due also to the
decreased demand charges of $3.5 million as well as decreased energy purchases
of $0.2 million. The decreased demand charges in both periods are a result of a
new power purchase contract taking effect in May of 1997.
<PAGE>9
Maintenance expense increased by $1.5 million and $3.4 million during
the second quarter and six months ended of 1997 compared to the same periods
last year. The second quarter increase was primarily due to the repair of a
production unit at the Stout plant. The six month ended increase resulted from a
$1.6 million increase for expenses at the Stout plant primarily related to the
repair of a production unit. Increased maintenance expenses of $0.8 million for
station equipment in transmission, $0.6 million for the Petersburg plant and
$0.4 million for other maintenance also contributed to the six month ended
increase in expenses.
Depreciation and amortization expense in the second quarter and six
months ended of 1997 increased from the same periods a year ago by $2.5 million
and $4.6 million, respectively. These increases primarily resulted from
increased depreciable plant balances.
Income taxes - net for the second quarter and six months ended of 1997
increased from the same periods in 1996 by $1.1 million and $1.9 million,
respectively. These increases were primarily due to increased pretax operating
income.
As a result of the foregoing, utility operating income during the
second quarter of 1997 decreased 0.4% from the comparable 1996 period, to $36.0
million. Utility operating income during the six months ended of 1997 increased
3.2% from the comparable 1996 period, to $83.6 million.
Other Income and Deductions
- ---------------------------
Allowance for equity funds used during construction in the second
quarter and six months ended of 1997 decreased from the same periods in 1996 by
$0.6 million and $1.3 million, respectively, primarily due to a decreased
construction base partially offset by an increased equity rate which resulted in
a $0.1 million increase for both of the comparable periods.
Other - net increased by $0.4 million and $0.5 million for the second
quarter and six months ended of 1997, respectively, compared to the same periods
in 1996. Both of these increases were as a result of increased net revenues from
contract work.
Interest Charges
- ----------------
Interest expense in the second quarter and six months ended of 1997
decreased from the same periods in 1996 by $1.9 million and $3.2 million,
respectively. The decreases were due to the redemption of $15 million and $50
million long-term debt issues during 1996 and $11.3 million in 1997 resulting in
decreases to long-term debt of $1.0 million and $2.2 million for the second
quarter and six months ended of 1997, respectively. Short-term borrowings have
also decreased resulting in decreases to short-term interest of $0.9 million and
$1.0 million for the second quarter and six months ended of 1997, respectively.
Allowance for borrowed funds used during construction for the second
quarter and six months ended of 1997 decreased from the comparable periods in
1996 by $1.4 million and $2.8 million, respectively, due to a decreased
construction base.
<PAGE>10
PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
The Annual Meeting of shareholders of Indianapolis Power & Light
Company was held on May 21, 1997. At the Annual Meeting, an amendment to the
Articles of Incorporation to remove unsecured indebtedness limitation was not
approved. An amendment requires 2/3 approval and the vote was 427,358 in favor,
and 168,050 against, with 54,646 abstaining.
At the same meeting the following Directors were elected to terms of
one year each which expire in May, 1998. Each Director received the following
numbers of votes as shown opposite his or her name:
Directors Votes For Votes Withheld
- --------- --------- --------------
Joseph D. Barnette, Jr. 790,746 12,598
Robert A. Borns 790,768 12,576
Mitchell E. Daniels, Jr. 790,436 12,908
Rexford C. Early 790,646 12,698
Otto N. Frenzel III 790,390 12,954
Max L. Gibson 790,986 12,358
Earl B. Herr, Jr. 790,446 12,898
John R. Hodowal 790,906 12,438
Ramon L. Humke 790,636 12,358
Sam H. Jones 790,636 12,708
Andre B. Lacy 790,986 12,358
L. Ben Lytle 790,746 12,598
Michael S. Maurer 790,728 12,616
Andrew J. Paine, Jr. 790,382 12,962
Sallie W. Rowland 790,986 12,358
Thomas H. Sams 790,806 12,538
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.
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.
(Exhibit 3.2 to the Form 10-Q for quarter ended 3-31-97.)
<PAGE>11
Item 6. Exhibits and Reports on Form 8-K - continued
- ------- --------------------------------------------
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 42
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.)
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.)
4.13* Forty-Second Supplemental Indenture dated as of October 1, 1995.
(Exhibit 4.12 to the Form 10-K dated 12-31-95.)
21.1* Subsidiaries of the Registrant. (Exhibit 21.1 to the Form 10-K dated
12-31-96.)
<PAGE>12
Item 6. Exhibits and Reports on Form 8-K - continued
- ------- --------------------------------------------
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
None.
<PAGE>13
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: August 13, 1997 /s/ John R. Brehm
----------------------------- -------------------------------
John R. Brehm
Senior Vice President
Finance and Information Services
Date: August 13, 1997 /s/ Stephen J. Plunkett
----------------------------- -------------------------------
Stephen J. Plunkett
Controller
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0000050217
<NAME> INDIANAPOLIS POWER & LIGHT COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,771,475
<OTHER-PROPERTY-AND-INVEST> 5,904
<TOTAL-CURRENT-ASSETS> 94,222
<TOTAL-DEFERRED-CHARGES> 144,021
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,015,622
<COMMON> 324,537
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 481,212
<TOTAL-COMMON-STOCKHOLDERS-EQ> 807,112
0
51,898
<LONG-TERM-DEBT-NET> 627,816
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 528,796
<TOT-CAPITALIZATION-AND-LIAB> 2,015,622
<GROSS-OPERATING-REVENUE> 379,002
<INCOME-TAX-EXPENSE> 36,297
<OTHER-OPERATING-EXPENSES> 259,124
<TOTAL-OPERATING-EXPENSES> 295,421
<OPERATING-INCOME-LOSS> 83,581
<OTHER-INCOME-NET> 1,957
<INCOME-BEFORE-INTEREST-EXPEN> 85,538
<TOTAL-INTEREST-EXPENSE> 20,687
<NET-INCOME> 64,851
1,591
<EARNINGS-AVAILABLE-FOR-COMM> 63,260
<COMMON-STOCK-DIVIDENDS> 46,362
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 124,694
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
