<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 1-8644
IPALCO ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Indiana 35-1575582
(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) 37,844,171 Shares
<PAGE>1
IPALCO ENTERPRISES, INC. AND SUBSIDIARIES
-----------------------------------------
INDEX
-----
Page No.
--------
PART I. FINANCIAL INFORMATION
- -------------------------------
Statements of Consolidated Income - Three Months Ended
and Nine Months Ended September 30, 1995 and 1994 2
Consolidated Balance Sheets - September 30, 1995 and
December 31, 1994 3
Statements of Consolidated Cash Flows -
Nine Months Ended September 30, 1995 and 1994 4
Notes to Consolidated Financial Statements 5-6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-11
PART II. OTHER INFORMATION 12-13
- ---------------------------
<PAGE>2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Statements of Consolidated Income
(In Thousands Except Per Share Amounts)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
UTILITY 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
-------------- -------------- -------------- --------------
UTILITY 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
-------------- -------------- -------------- --------------
UTILITY 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 (540) (3,785) (4,865) (8,554)
Income taxes - net 275 773 1,788 3,192
-------------- -------------- -------------- --------------
Total other income and (deductions) - net 1,385 (2,078) 922 (2,816)
-------------- -------------- -------------- --------------
INCOME BEFORE INTEREST AND OTHER CHARGES 52,091 40,754 120,504 110,976
-------------- -------------- -------------- --------------
INTEREST AND OTHER CHARGES:
Interest 13,169 12,186 38,886 36,531
Allowance for borrowed funds used during construction (1,416) (1,127) (4,098) (3,344)
Preferred dividend requirements of subsidiary 795 795 2,386 2,386
-------------- -------------- -------------- --------------
Total interest and other charges - net 12,548 11,854 37,174 35,573
-------------- -------------- -------------- --------------
NET INCOME $ 39,543 $ 28,900 $ 83,330 $ 75,403
============== ============== ============== ==============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 37,830 37,756 37,821 37,735
============== ============== ============== ==============
EARNINGS PER SHARE OF COMMON STOCK $ 1.05 $ 0.77 $ 2.20 $ 2.00
============== ============== ============== ==============
<PAGE>2 continued
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $ 0.54 $ 0.53 $ 1.62 $ 1.59
============== ============== ============== ==============
See notes to consolidated financial statements.
</TABLE>
<PAGE>3
<TABLE>
IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands)
(Unaudited)
<CAPTION>
September 30 December 31
ASSETS 1995 1994
------ ----------------- -----------------
<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 ASSETS: ----------------- -----------------
Nonutility property - at cost, less accumulated depreciation 105,991 76,671
Other investments 5,827 9,637
----------------- -----------------
Other assets - net 111,818 86,308
----------------- -----------------
CURRENT ASSETS:
Cash and cash equivalents 6,785 8,148
Financial investments - 7,025
Accounts receivable (less allowance for doubtful
accounts - 1995, $1,261 and 1994, $855) 58,421 48,659
Fuel - at average cost 32,733 37,749
Materials and supplies - at average cost 58,380 57,236
Prepayments and other current assets 5,084 9,132
----------------- -----------------
Total current assets 161,403 167,949
----------------- -----------------
DEFERRED DEBITS:
Unamortized Petersburg Unit 4 carrying charges 40,428 40,595
Unamortized redemption premiums and expenses on debt 28,502 27,787
Other regulatory assets 75,707 55,223
Miscellaneous 11,574 9,727
----------------- -----------------
Total deferred debits 156,211 133,332
----------------- -----------------
TOTAL $ 2,211,424 $ 2,099,361
================= =================
<PAGE>3 continued
CAPITALIZATION AND LIABILITIES
------------------------------
CAPITALIZATION:
Common shareholders' equity:
Common stock $ 384,133 $ 381,228
Premium on 4% cumulative preferred stock 1,363 1,363
Retained earnings 441,406 419,354
----------------- -----------------
Total common shareholders' equity 826,902 801,945
Cumulative preferred stock of subsidiary 51,898 51,898
Long-term debt (less current maturities and
sinking fund requirements) 668,993 665,971
----------------- -----------------
Total capitalization 1,547,793 1,519,814
----------------- -----------------
CURRENT LIABILITIES:
Notes payable - banks and commercial paper 81,000 29,753
Current maturities and sinking fund requirements 15,150 350
Accounts payable and accrued expenses 104,547 102,360
Dividends payable 21,572 21,096
Payrolls accrued 4,145 4,475
Taxes accrued 19,438 18,569
Interest accrued 12,229 14,933
Other current liabilities 11,610 8,823
----------------- -----------------
Total current liabilities 269,691 200,359
----------------- -----------------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
Accumulated deferred income taxes - net 293,570 280,684
Unamortized investment tax credit 51,311 53,762
Accrued postretirement benefits 38,025 34,854
Miscellaneous 11,034 9,888
----------------- -----------------
Total deferred credits and other long-term liabilities 393,940 379,188
----------------- -----------------
COMMITMENTS AND CONTINGENCIES (NOTE 6)
TOTAL $ 2,211,424 $ 2,099,361
================= =================
See notes to consolidated financial statements.
</TABLE>
<PAGE>4
<TABLE>
IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Statements of Consolidated Cash Flows
(In Thousands)
(Unaudited)
<CAPTION>
Nine Months Ended
September 30
1995 1994
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income before preferred dividend requirements of subsidiary $ 85,716 $ 77,789
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 70,037 68,695
Income from financial investments - (957)
Deferred income taxes and investment tax credit adjustments - net 3,245 (1,607)
Allowance for funds used during construction (8,097) (5,890)
Debt issuance costs and premiums on redemptions of debt (1,592) (3,616)
Decrease (increase) in certain assets:
Accounts receivable (9,762) (391)
Fuel, materials and supplies 3,872 (173)
Other current assets 3,955 2,773
Increase (decrease) in certain liabilities:
Accounts payable 2,187 7,097
Taxes accrued 869 (7,676)
Other current liabilities 1,294 3,906
--------------- ---------------
Net cash provided by operating activities 151,724 139,950
--------------- ---------------
CASH FLOWS FROM INVESTING:
Withdrawals from financial investments 7,025 2,500
Construction expenditures - utility (126,263) (131,111)
Construction expenditures - nonutility (31,536) (5,285)
Other (11,027) 10,212
--------------- ---------------
Net cash used in investing activities (161,801) (123,684)
--------------- ---------------
CASH FLOWS FROM FINANCING:
Issuance of long-term debt 58,150 180,000
Retirement of long-term debt (40,350) (85,928)
Short-term debt - net 51,247 (54,398)
Dividends paid (63,239) (61,615)
Issuance of common stock related to incentive compensation plans 2,906 1,767
--------------- ---------------
Net cash provided by (used in) financing activities 8,714 (20,174)
--------------- ---------------
Net decrease in cash and cash equivalents (1,363) (3,908)
Cash and cash equivalents at beginning of period 8,148 10,713
--------------- ---------------
Cash and cash equivalents at end of period $ 6,785 $ 6,805
=============== ===============
<PAGE>4 continued
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $ 37,521 $ 32,517
=============== ===============
Income taxes $ 35,081 $ 43,037
=============== ===============
See notes to consolidated financial statements.
</TABLE>
<PAGE>5
IPALCO ENTERPRISES, INC. AND SUBSIDIARIES
-----------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. IPALCO Enterprises, Inc. (IPALCO) owns all of the outstanding common
stock of its subsidiaries (collectively referred to as Enterprises).
The consolidated financial statements include the accounts of IPALCO,
its utility subsidiary, Indianapolis Power & Light Company (IPL) and
its unregulated subsidiary, Mid-America Capital Resources, Inc. (Mid-
America). Mid-America is the parent company of nonutility energy-
related businesses.
In the opinion of management these statements reflect all adjustments,
consisting of only normal recurring accruals, including elimination of
all significant intercompany balances and transactions, 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
Enterprises' 1994 Annual Report on Form 10-K.
2. COMMON STOCK
Shares Amount
---------- ------------
Balance at December 31, 1994 37,755,966 $381,227,527
Restricted stock issued (January 1995) 58,205 1,746,150
Exercise of stock options (April 1995) 6,000 165,722
Exercise of stock options (August 1995) 10,000 455,088
Exercise of stock options (September 1995) 14,000 538,740
---------- ------------
Balance at September 30, 1995 37,844,171 $384,133,227
========== ============
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 September 20, 1995, Indiana Development Finance Authority issued, on
behalf of Mid-America, a 35-year unsecured note in connection with the
issuance of $9.3 million of Adjustable Rate Exempt Facility Revenue
Bonds, Series 1995 (Mid-America Energy Resources, Inc. Project) due
September 1, 2030. The net proceeds will be used by Mid-America to
finance costs incurred in expanding its chilled water plant in
Indianapolis.
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%.
<PAGE>6
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. LINES OF CREDIT
On March 10, 1995, Mid-America extended its line of credit with Union
Bank of Switzerland to $30 million, of which $28 million was unused at
September 30, 1995.
6. COMMITMENTS AND CONTINGENCIES (See Item 1. Legal Proceedings of Part II
-- Other Information)
<PAGE>7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Material changes in the consolidated financial condition and results
of operations of IPALCO Enterprises, Inc. (Enterprises), except where
noted, are attributed to the operations of Indianapolis Power & Light
Company (IPL). Consequently, the following discussion is centered on IPL.
LIQUIDITY AND CAPITAL RESOURCES
Overview
- --------
The Board of Directors of Enterprises on August 29, 1995, declared a
quarterly dividend on common stock of 54 cents per share. The dividend was
paid October 15, 1995, to shareholders of record September 22, 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 $47.8 million during the third quarter ended
September 30, 1995, representing a $19.2 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 and chilled water systems at two of the unregulated
subsidiaries. Internally generated cash provided by IPL's operations, the
issuance of short-term debt and the issuance of nonutility long-term debt
were used for construction expenditures during the third quarter of 1995.
Construction expenditures (excluding allowance for funds used during
construction) totaled $157.8 million during the nine months ended September
30, 1995, representing a $21.4 million increase from the comparable period
in 1994. This difference is primarily due to increased construction
expenditures of IPL's Petersburg Generating Station scrubbers and chilled
water systems at two of the unregulated subsidiaries during 1995, partially
offset by decreased construction expenditures in 1995 for two 80 MW
combustion turbines, one placed in service in April 1994, and the other in
January 1995. Internally generated cash provided by IPL's operations, the
issuance of short-term debt and the issuance of nonutility long-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 IPALCO'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 IPALCO'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 September 20, 1995, Indiana Development Finance Authority issued,
on behalf of Mid-America, a 35-year unsecured note in connection with the
issuance of $9.3 million of Adjustable Rate Exempt Facility Revenue Bonds,
Series 1995 (Mid-America Energy Resources, Inc. Project) due September 1,
2030. The net proceeds will be used by Mid-America to finance costs
incurred in expanding its chilled water plant in Indianapolis.
<PAGE>8
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.
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
----------------------------------------------------------------------
Earnings per share during the third quarter of 1995 were $1.05 or $.28
above the $.77 attained in the comparable 1994 period. The following
discussion highlights the factors contributing to the third quarter
results.
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:
<PAGE>9
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.
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, which includes the pretax operations other than IPL,
increased $3.2 million primarily from the partial sale of Mid-America's
investment in Evergreen Media Corporation common stock and from increased
district cooling revenues resulting from an increase in customers.
Income taxes - net, which includes taxes on operations other than IPL,
increased $.5 million primarily due to the increase in nonutility operating
income.
Interest and Other Charges
- --------------------------
Interest expense increased $1.0 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.
<PAGE>10
Comparison of Nine Months Ended September 30, 1995 and September 30, 1994
-------------------------------------------------------------------------
Earnings per share during the first nine months of 1995 were $2.20 or
$.20 above the $2.00 attained during the first nine months of 1994. The
following discussion highlights the factors contributing to the year-to-
date results.
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
======= =======
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.
<PAGE>11
Other Income and Deductions
- ---------------------------
Allowance for equity funds used during construction increased $1.5
million primarily due to an increased construction base.
Other - net, which includes the pretax operations other than IPL,
increased $3.7 million primarily due to increased district cooling revenues
resulting from an increase in customers, from the partial sale of Mid-
America's investment in Evergreen Media Corporation common stock and
decreased nonutility operating expenses, partially offset by decreased
miscellaneous revenues of IPL.
Income taxes - net, which includes taxes on operations other than IPL,
increased $1.4 million primarily due to the increase in nonutility
operating income.
Interest and Other Charges
- --------------------------
Interest expense increased $2.4 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>12
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 IPALCO Enterprises, Inc., as amended.
(Form 10-K for year ended 12-31-90.)
3.2* Bylaws of IPALCO Enterprises, Inc. dated April 26, 1994. (Form 10-Q
for quarter ended 6-30-94.)
4.1* IPALCO Enterprises, Inc. Automatic Dividend Reinvestment and Stock
Purchase Plan. (Exhibit 4.1 to the Form 10-K for the year ended
12-31-94.)
4.2* IPALCO Enterprises, Inc. Shareholder Rights Plan - Rights Agreement.
(Exhibit 4.2 to the Form 10-K for the year ended 12-31-94.)
10.1 Form of Termination Benefits Agreement together with a schedule of
parties to, and dates of, the Termination Benefits Agreements**
11.1 Computation of Per Share Earnings
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>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.
IPALCO ENTERPRISES, INC.
----------------------------------------
(Registrant)
Date: November 14, 1995 /s/ John R. Brehm
---------------------- ----------------------------------------
John R. Brehm
Vice President and Treasurer
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., Mid-America Capital
Resources, Inc. and the following individuals:
Joseph A. Gustin
David C. Kiesel
Daniel L. Short
William A. Tracy
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)
By and between IPALCO Enterprises, Inc. and the following
individuals:
Maurice O. Edmonds
N. Stuart Grauel
Susan Hanafee (effective as of May 1, 1995)
By and among IPALCO Enterprises, Inc. and Store Heat and Produce
Energy, Inc. and the following individual:
Michael J. Farmer (effective as of February 6, 1995)
<TABLE>
IPALCO ENTERPRISES, INC.
Exhibit 11.1 - Computation of Per Share Earnings
<CAPTION>
For the Quarter Ended September 30, 1995
QUARTER ENDED SEPTEMBER 30, 1995: Fully
Primary Diluted
---------- ----------
<S> <C> <C>
Weighted Average Number of Shares
Average Common Shares Outstanding at 9/30/95 37,830,004 37,830,004
Dilutive (Anti-Dilutive) Effect for Stock Options at 9/30/95 (2,361) 45,821
---------- ----------
Weighted Average Shares at 9/30/95 37,827,643 37,875,825
========== ==========
Net Income To Be Used To Compute Fully
Diluted Earnings Per Average Common Share (Dollars in thousands)
Net Income $39,543 $39,543
========== ==========
Earnings Per Average Common Share $1.05 (a) $1.04 (a)
========== ==========
For the Nine Months Ended September 30, 1995
NINE MONTHS ENDED SEPTEMBER 30, 1995: Fully
Primary Diluted
---------- ----------
Weighted Average Number of Shares
Average Common Shares Outstanding at 9/30/95 37,821,004 37,821,004
Dilutive (Anti-Dilutive) Effect for Stock Options at 9/30/95 (32,314) 45,821
---------- ----------
Weighted Average Shares at 9/30/95 37,788,690 37,866,825
========== ==========
Net Income To Be Used To Compute Fully
Diluted Earnings Per Average Common Share (Dollars in thousands)
Net Income $83,330 $83,330
========== ==========
Earnings Per Average Common Share $2.21 (a) $2.20 (a)
========== ==========
Note:
(a) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required
by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0000728391
<NAME> IPALCO ENTERPRISES, INC.
<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> 111,818
<TOTAL-CURRENT-ASSETS> 161,403
<TOTAL-DEFERRED-CHARGES> 156,211
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,211,424
<COMMON> 384,133
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 441,406
<TOTAL-COMMON-STOCKHOLDERS-EQ> 826,902
0
51,898
<LONG-TERM-DEBT-NET> 668,993
<SHORT-TERM-NOTES> 81,000
<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> 567,481
<TOT-CAPITALIZATION-AND-LIAB> 2,211,424
<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> 922
<INCOME-BEFORE-INTEREST-EXPEN> 120,504
<TOTAL-INTEREST-EXPENSE> 37,174
<NET-INCOME> 83,330
2,386
<EARNINGS-AVAILABLE-FOR-COMM> 83,330
<COMMON-STOCK-DIVIDENDS> 60,853
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 153,316
<EPS-PRIMARY> 2.21
<EPS-DILUTED> 2.20
</TABLE>
