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, 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 September 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
Nine Months Ended September 30, 1997 and 1996 2
Balance Sheets - September 30, 1997 and
December 31, 1996 3
Statements of Cash Flows -
Nine Months Ended September 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 10-12
- -------- -----------------
<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
1997 1996 1997 1996
---------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Electric $ 202,916 $ 198,579 $ 561,528 $ 551,680
Steam 7,639 7,093 28,029 28,059
---------------- ---------------- --------------- ---------------
Total operating revenues 210,555 205,672 589,557 579,739
---------------- ---------------- --------------- ---------------
OPERATING EXPENSES:
Operation:
Fuel 44,475 40,962 123,597 125,745
Other 36,269 34,667 104,524 100,978
Power purchased 1,365 4,868 6,655 13,883
Purchased steam 1,223 1,497 5,126 5,148
Maintenance 14,765 15,743 48,076 45,669
Depreciation and amortization 25,733 25,178 77,977 72,857
Taxes other than income taxes 8,274 8,210 25,273 25,544
Income taxes - net 25,533 23,384 61,830 57,786
---------------- ---------------- --------------- ---------------
Total operating expenses 157,637 154,509 453,058 447,610
---------------- ---------------- --------------- ---------------
OPERATING INCOME 52,918 51,163 136,499 132,129
---------------- ---------------- --------------- ---------------
OTHER INCOME AND (DEDUCTIONS):
Allowance for equity funds used during construction 893 976 3,174 4,596
Other - net (475) (713) (1,069) (1,856)
Income taxes - net 232 261 502 668
---------------- ---------------- --------------- ---------------
Total other income - net 650 524 2,607 3,408
---------------- ---------------- --------------- ---------------
INCOME BEFORE INTEREST CHARGES 53,568 51,687 139,106 135,537
---------------- ---------------- --------------- ---------------
INTEREST CHARGES:
Interest 10,190 12,070 31,349 36,370
Allowance for borrowed funds used during construction (227) (15) (699) (3,325)
---------------- ---------------- --------------- ---------------
Total interest charges 9,963 12,055 30,650 33,045
---------------- ---------------- --------------- ---------------
NET INCOME 43,605 39,632 108,456 102,492
PREFERRED DIVIDEND REQUIREMENTS 795 795 2,386 2,386
---------------- ---------------- --------------- ---------------
INCOME APPLICABLE TO COMMON STOCK $ 42,810 $ 38,837 $ 106,070 $ 100,106
================ ================ =============== ===============
See notes to financial statements.
</TABLE>
<PAGE>3
<TABLE>
INDIANAPOLIS POWER & LIGHT COMPANY
Balance Sheets
(In Thousands)
(Unaudited)
<CAPTION>
September 30 December 31
1997 1996
---------------- ----------------
ASSETS
------
<S> <C> <C>
UTILITY PLANT:
Utility plant in service $ 2,800,741 $ 2,763,305
Less accumulated depreciation 1,107,851 1,048,492
---------------- ----------------
Utility plant in service - net 1,692,890 1,714,813
Construction work in progress 61,934 63,243
Property held for future use 10,224 9,913
---------------- ----------------
Utility plant - net 1,765,048 1,787,969
---------------- ----------------
OTHER PROPERTY -
At cost, less accumulated depreciation 6,873 5,799
---------------- ----------------
CURRENT ASSETS:
Cash and cash equivalents 16,645 8,840
Accounts receivable (less allowance for doubtful
accounts 1997, $1,229 and 1996, $907) 4,826 7,892
Fuel - at average cost 28,094 30,121
Materials and supplies - at average cost 49,112 52,027
Prepayments and other current assets 4,989 9,612
---------------- ----------------
Total current assets 103,666 108,492
---------------- ----------------
DEFERRED DEBITS:
Regulatory assets 129,036 137,974
Miscellaneous 12,031 12,166
---------------- ----------------
Total deferred debits 141,067 150,140
---------------- ----------------
TOTAL $ 2,016,654 $ 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 480,868 456,349
---------------- ----------------
Total common shareholder's equity 806,768 782,249
Cumulative preferred stock 51,898 51,898
Long-term debt (less current maturities
and sinking fund requirements) 627,828 627,791
---------------- ----------------
Total capitalization 1,486,494 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 49,095 56,537
Dividends payable 21,963 21,910
Taxes accrued 17,286 19,621
Interest accrued 9,513 13,301
Other current liabilities 13,968 14,519
---------------- ----------------
Total current liabilities 111,825 171,138
---------------- ----------------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
Accumulated deferred income taxes - net 310,535 304,854
Unamortized investment tax credit 45,513 47,722
Accrued postretirement benefits 18,760 23,635
Accrued pension benefits 40,316 37,283
Miscellaneous 3,211 5,830
---------------- ----------------
Total deferred credits and other long-term liabilities 418,335 419,324
---------------- ----------------
COMMITMENTS AND CONTINGENCIES
TOTAL $ 2,016,654 $ 2,052,400
================ ================
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
1997 1996
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income $ 108,456 $ 102,492
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 73,897 68,770
Amortization of regulatory assets 12,800 12,149
Deferred income taxes and investment tax credit adjustments - net (846) (56)
Allowance for funds used during construction (3,873) (7,921)
Change in certain assets and liabilities:
Accounts receivable 3,066 355
Fuel, materials and supplies 4,942 (899)
Accounts payable (7,442) (21,588)
Taxes accrued (2,335) 651
Accrued pension benefits 3,033 3,951
Other - net (15,487) (6,261)
-------------- --------------
Net cash provided by operating activities 176,211 151,643
-------------- --------------
CASH FLOWS FROM INVESTING:
Construction expenditures (47,801) (61,920)
Other (2,642) (6,583)
-------------- --------------
Net cash used in investing activities (50,443) (68,503)
-------------- --------------
CASH FLOWS FROM FINANCING:
Retirement of long-term debt (11,250) (15,150)
Short-term debt - net (34,000) (22)
Dividends paid (72,749) (64,945)
Other 36 (163)
-------------- --------------
Net cash used in financing activities (117,963) (80,280)
-------------- --------------
Net increase in cash and cash equivalents 7,805 2,860
Cash and cash equivalents at beginning of period 8,840 9,985
-------------- --------------
Cash and cash equivalents at end of period $ 16,645 $ 12,845
============== ==============
- ----------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $ 33,711 $ 35,356
============== ==============
Income taxes $ 56,142 $ 52,377
============== ==============
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.
6. SUBSEQUENT EVENTS
On October 9, 1997, an amendment to the Articles of Incorporation of
Indianapolis Power & Light Company was adopted at a special meeting of
shareholders. The amendment removed a provision of the articles that
limited IPL's ability to issue unsecured debt, including short-term
debt.
IPALCO purchased shares of IPL's preferred stock on October 17, 1997,
pursuant to the terms of a tender offer concluded October 8, 1997. This
purchase was accomplished using proceeds obtained with the use of a $22
million increase to IPALCO's Revolving Credit Facility originally
obtained in April, 1997. The following table shows the number of shares
purchased for each class of preferred stock.
Class Shares Rate Amount
--------------------------------------------------------------
4% Series............. 52,389 $71.38 $ 3,739,527
4.2% Series........... 19,669 77.72 1,528,675
4.6% Series........... 27,519 85.12 2,342,417
4.8% Series........... 28,070 88.82 2,493,177
6% Series............. 59,200 103.00 6,097,600
8.2% Series........... 65,828 102.00 6,714,456
------ -----------
Total shares purchased 252,675 $22,915,852
======= ===========
After IPALCO's purchase, the stock was subsequently purchased from IPALCO
by IPL at IPALCO's cost and canceled. As a result, the stock is no
longer deemed issued and outstanding on the books of IPL. Following IPL's
subsequent purchase, preferred stock consisted of the following:
<TABLE>
<CAPTION>
October 31, 1997
----------------
Shares Call Oct. 31 Dec. 31
----------------------
Outstanding Price 1997 1996
----------- ------- -------- --------
(Thousands of Dollars)
Cumulative $100 Par Value,
authorized 2,000,000 shares
<S> <C> <C> <C> <C>
4% Series.......................................... 47,611 $118.00 $ 4,761 $ 10,000
4.2% Series........................................ 19,331 103.00 1,933 3,900
4.6% Series........................................ 2,481 103.00 248 3,000
4.8% Series........................................ 21,930 101.00 2,193 5,000
6% Series.......................................... 40,800 102.00 4,080 10,000
8.2% Series........................................ 134,157 101.00 13,416 19,998
------- -------- --------
Total cumulative preferred stock 266,310 $ 26,631 $ 51,898
======= ======== ========
</TABLE>
On October 28, 1997, Indianapolis Power & Light Company's Board of
Directors resolved to call for redemption all shares of IPL's 6.0% and
8.2% Cumulative Preferred Stock issued and outstanding on December 15,
1997, at a price per share, payable to shareholders of record of $102
and $101, respectively, together with dividends accrued through the date
of redemption.
<PAGE>7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Overview
- --------
During the third quarter of 1997 the Board of Directors of Indianapolis
Power & Light Company (IPL) declared dividends on common stock on July 29,
August 26 and September 30 of $2,000,000, $31,144,479 and $10,000,000,
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 environmental compliance. Construction expenditures
(excluding allowance for funds used during construction) totaled $17.2 million
during the third quarter ended September 30, 1997, representing a $0.7 million
decrease from the comparable period in 1996. Internally generated cash provided
by IPL's operations was used for construction expenditures during the third
quarter of 1997. Construction expenditures (excluding allowance for funds used
during construction) totaled $47.8 million during the nine months ended
September 30, 1997, representing a $14.1 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 nine 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 August 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 Third Quarter and Nine Months Ended September 30, 1997
--------------------------------------------------------------------
with Third Quarter and Nine Months Ended September 30, 1996
-----------------------------------------------------------
Income applicable to common stock increased $4.0 million and $6.0
million for third quarter and nine months ended September 30, 1997, compared to
the comparable 1996 periods. The following discussion highlights the factors
contributing to these results.
Operating Revenues
- ------------------
Operating revenues during the third quarter and nine months ended
September 30, 1997, increased from the comparable 1996 periods by $4.9 million
and $9.8 million, respectively. The increases in revenues resulted from the
following:
<PAGE>8
<TABLE>
<CAPTION>
Increase (Decrease) from Comparable Period
------------------------------------------
Three Months Ended Nine Months Ended
------------------ -----------------
(Millions of Dollars)
<S> <C> <C>
Increase in base electric rates $ - $ 12.7
Change in Kilowatt-hour (KWH) sales - net of fuel 0.9 (7.1)
Fuel revenues 0.3 (4.7)
Steam revenues 0.6 -
Sales for resale 2.8 7.0
Other revenues 0.3 1.9
------- -------
Total change in operating revenues $ 4.9 $ 9.8
======= =======
</TABLE>
The increase in base rate electric revenues for the nine month ended
period is the result of new tariffs, effective July 1, 1996, designed to produce
$25 million additional annual revenues. The decrease in retail KWH sales for the
nine months ended period was due to milder weather partially offset by customer
growth. Heating degree days and cooling degree days for the nine months ended
September 30, 1997, decreased by 6.6% and 16.9%, respectively, from the same
period 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 third quarter and nine 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 third quarter of 1997 increased $3.5 million from
the same period a year earlier while decreasing $2.1 million for the nine months
of 1997, compared to the previous year. The increase in the third quarter was
due to increases in fuel consumption of $2.3 million, deferred fuel cost of $1.0
million as well as increased unit costs of coal and oil of $0.2 million. The
nine-month variance from 1996 was due to decreases in deferred fuel costs of
$3.8 million and unit costs of coal and oil of $1.9 million partially offset by
an increase in fuel consumption of $3.6 million.
Power purchased decreased by $3.5 million and $7.2 million from the
comparable periods in 1996 during the third quarter and first nine months of
1997, respectively. The decrease in the third quarter was due to a decrease in
demand charges of $3.3 million and to energy purchases of $0.2 million. The
nine-month variance was due to decreased demand charges of $6.7 million as well
as decreased energy purchases of $0.5 million. The decreased demand charges in
both periods resulted from a new power purchase contract taking effect in May
of 1997.
Maintenance expense decreased by $1.0 million in the third quarter of
1997 while increasing $2.4 million for the first nine months of 1997, compared
to the same periods the previous year. The third quarter decrease was related to
the overhaul of a production unit at the Pritchard Plant during the third
quarter of 1996. The nine-month increase resulted from a $2.0 million increase
for expenses at the Stout Plant primarily related to the repair of a production
unit. Increased maintenance expenses of $0.7 million for station equipment in
transmission also contributed to the nine-month variance.
Depreciation and amortization expense in the third quarter and nine
months ended September 30, 1997, increased from the same periods a year earlier
by $0.6 million and $5.1 million, respectively. These increases primarily
resulted from increased depreciable plant balances.
Income taxes - net for the third quarter and nine months ended
September 30, 1997, increased from the same periods in 1996 by $2.1 million and
$4.0 million, respectively. These increases were primarily due to increased
pretax operating income.
As a result of the foregoing, utility operating income during the third
quarter of 1997 increased 3.4% from the comparable 1996 period, to $52.9
million. Utility operating income during the nine months ended September 30,
1997, increased 3.3% from the comparable 1996 period, to $136.4 million.
<PAGE>9
Other Income and Deductions
- ---------------------------
Allowance for equity funds used during construction in the third
quarter and nine months ended September 30, 1997, decreased from the same
periods in 1996 by $0.1 million and $1.4 million, respectively. The third
quarter decrease was due to amortization ending in August of 1997, for certain
deferred Petersburg Plant assets. This decrease was partially offset in the
third quarter by an increased equity rate. The nine-month variance resulted from
a decreased construction base and the ending of amortization of certain deferred
assets.
Other - net increased by $0.2 million and $0.8 million for the third
quarter and nine months ended September 30, 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 third quarter and nine months ended September
30, 1997, decreased from the same periods in 1996 by $1.9 million and $5.0
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 interest of $1.1 million and $3.4
million for the third quarter and nine months ended of 1997, respectively.
Short-term borrowings have also decreased resulting in decreases to short-term
interest of $0.8 million and $1.9 million for the third quarter and nine months
ended September 30, 1997, respectively. Increased amortization of premiums on
debt of $0.3 million also contributed to the nine-month variance.
Allowance for borrowed funds used during construction for the third
quarter increased $0.2 million while decreasing for the nine months ended
September 30, 1997, by $2.6 million, from the comparable periods in 1996. The
third quarter change resulted from an increase in the construction base and an
increase in the borrowed funds rate. A decreased average construction base for
the nine months ended September 30, 1997, resulted in the $2.6 million decrease
compared to 1996.
<PAGE>10
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- ------- -----------------
On August 18, 1997, Region V of the U. S. Environmental Protection
Agency issued to IPL a Notice of Violation (NOV) under the Clean Air Act. The
NOV alleged that particulate matter emissions from IPL's Perry K Units 11 and 12
exceeded applicable limits on three dates in 1995, that particulate matter
emissions from Perry K Units 15 and 16 exceeded applicable limits on a single
date in each of 1994 and 1995, and that sulfur dioxide emissions exceeded the
applicable limit on four days in the first quarter of 1997. IPL disagrees with
the Agency's interpretations of the applicable rules and believes that the Perry
K Plant has been in compliance with applicable limits. Representatives of IPL
met with the Agency on September 24, 1997, in an attempt to resolve the matter
and have subsequently provided the Agency with additional information on the
operation of the Plant. If IPL were adjudged to have violated applicable
emission limits, it could be subject to maximum penalties of $25,000 per day of
violation.
Item 5. Other Information
- ------- -----------------
On July 16, 1997, the United States Environmental Protection Agency
promulgated final regulations which amended the National Ambient Air Quality
Standards by introducing standards for fine particulate matter and creating new
ozone standards. Existing sources that cause or contribute to nonattainment
regions will likely be subject to additional regulatory requirements, including
possible emission reductions. New sources wanting to build facilities in
nonattainment areas may also be subject to additional control requirements and
may be required to offset their emissions. Because power plants emit certain air
pollutants that could contribute to the formation of ambient ozone and fine
particulate matter, there is a possibility that existing Company sources will be
required to be retrofitted with additional air pollution controls in the future.
Congressional intervention and/or litigation regarding the standards are
probable. Due to these uncertainties, it is not presently possible to predict
the potential impacts associated with implementation of these standards on the
Company's facilities.
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. (Exhibit 3.2 to the
Form 10-Q for quarter ended 3-31-97.)
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.)
<PAGE>11
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.)
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
None.
<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 13, 1997 /s/ John R. Brehm
------------------------------ --------------------------
John R. Brehm
Senior Vice President
Finance and Information Services
Date: November 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,765,048
<OTHER-PROPERTY-AND-INVEST> 6,873
<TOTAL-CURRENT-ASSETS> 103,666
<TOTAL-DEFERRED-CHARGES> 141,067
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,016,654
<COMMON> 324,537
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 480,868
<TOTAL-COMMON-STOCKHOLDERS-EQ> 806,768
0
51,898
<LONG-TERM-DEBT-NET> 627,828
<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> 530,160
<TOT-CAPITALIZATION-AND-LIAB> 2,016,654
<GROSS-OPERATING-REVENUE> 589,557
<INCOME-TAX-EXPENSE> 61,830
<OTHER-OPERATING-EXPENSES> 391,228
<TOTAL-OPERATING-EXPENSES> 453,058
<OPERATING-INCOME-LOSS> 136,499
<OTHER-INCOME-NET> 2,607
<INCOME-BEFORE-INTEREST-EXPEN> 139,106
<TOTAL-INTEREST-EXPENSE> 30,650
<NET-INCOME> 108,456
2,386
<EARNINGS-AVAILABLE-FOR-COMM> 106,070
<COMMON-STOCK-DIVIDENDS> 70,362
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 176,211
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
