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, 1996 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, 1996
----- ---------------------------------
Common (Without Par Value) 17,206,630 Shares
1
INDIANAPOLIS POWER & LIGHT COMPANY
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INDEX
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Page No.
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PART I. FINANCIAL INFORMATION
- -------------------------------
Statements of Income - Three Months Ended and
Nine Months Ended September 30, 1996 and 1995 2
Balance Sheets - September 30, 1996 and
December 31, 1995 3
Statements of Cash Flows -
Nine Months Ended September 30, 1996 and 1995 4
Notes to Financial Statements 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6-9
PART II. OTHER INFORMATION 10-12
- ---------------------------
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDIANAPOLIS POWER & LIGHT COMPANY
Statements of Income
(In Thousands)
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
-------------- -------------- -------------- --------------
OPERATING REVENUES:
Electric $ 198,579 $ 192,718 $ 551,680 $ 508,879
Steam 7,093 7,155 28,059 26,164
-------------- -------------- -------------- --------------
Total operating revenues 205,672 199,873 579,739 535,043
-------------- -------------- -------------- --------------
OPERATING EXPENSES:
Operation:
Fuel 40,962 45,396 125,745 128,237
Other 34,667 28,253 100,978 83,481
Power purchased 4,868 6,104 13,883 15,016
Purchased steam 1,497 1,307 5,148 4,725
Maintenance 15,743 14,736 45,669 45,684
Depreciation and amortization 25,178 22,238 72,857 65,129
Taxes other than income taxes 8,210 7,802 25,544 23,887
Income taxes - net 23,384 23,104 57,786 49,268
-------------- -------------- -------------- --------------
Total operating expenses 154,509 148,940 447,610 415,427
-------------- -------------- -------------- --------------
OPERATING INCOME 51,163 50,933 132,129 119,616
-------------- -------------- -------------- --------------
OTHER INCOME AND (DEDUCTIONS):
Allowance for equity funds used during construction 976 1,650 4,596 3,999
Other - net (713) (676) (1,856) (1,730)
Income taxes - net 261 55 668 509
-------------- -------------- -------------- --------------
Total other income - net 524 1,029 3,408 2,778
-------------- -------------- -------------- --------------
INCOME BEFORE INTEREST CHARGES 51,687 51,962 135,537 122,394
-------------- -------------- -------------- --------------
INTEREST CHARGES:
Interest 12,070 12,780 36,370 38,171
Allowance for borrowed funds used during construction (15) (1,416) (3,325) (4,098)
-------------- -------------- -------------- --------------
Total interest charges 12,055 11,364 33,045 34,073
-------------- -------------- -------------- --------------
NET INCOME 39,632 40,598 102,492 88,321
PREFERRED DIVIDEND REQUIREMENTS 795 795 2,386 2,386
-------------- -------------- -------------- --------------
INCOME APPLICABLE TO COMMON STOCK $ 38,837 $ 39,803 $ 100,106 $ 85,935
============== ============== ============== ==============
See notes to financial statements.
3
INDIANAPOLIS POWER & LIGHT COMPANY
Balance Sheets
(In Thousands)
(Unaudited)
September 30 December 31
ASSETS 1996 1995
------ ---------------- ----------------
UTILITY PLANT:
Utility plant in service $ 2,718,656 $ 2,517,790
Less accumulated depreciation 1,028,761 984,910
---------------- ----------------
Utility plant in service - net 1,689,895 1,532,880
Construction work in progress 94,513 249,249
Property held for future use 9,878 9,878
---------------- ----------------
Utility plant - net 1,794,286 1,792,007
---------------- ----------------
OTHER PROPERTY -
At cost, less accumulated depreciation 4,436 4,454
---------------- ----------------
CURRENT ASSETS:
Cash and cash equivalents 12,845 9,985
Accounts receivable (less allowance for doubtful
accounts 1996, $463 and 1995, $786) 56,797 57,152
Fuel - at average cost 30,461 29,894
Materials and supplies - at average cost 56,879 56,547
Prepayments and other current assets 4,654 4,095
---------------- ----------------
Total current assets 161,636 157,673
---------------- ----------------
DEFERRED DEBITS:
Regulatory assets 140,998 142,711
Miscellaneous 11,195 11,971
---------------- ----------------
Total deferred debits 152,193 154,682
---------------- ----------------
TOTAL $ 2,112,551 $ 2,108,816
================ ================
3 continued
CAPITALIZATION AND LIABILITIES
------------------------------
CAPITALIZATION:
Common shareholder's equity:
Common stock $ 324,537 $ 324,537
Premium on 4% cumulative preferred stock 1,363 1,363
Retained earnings 458,151 421,229
---------------- ----------------
Total common shareholder's equity 784,051 747,129
Cumulative preferred stock 51,898 51,898
Long-term debt (less current maturities
and sinking fund requirements) 657,780 669,000
---------------- ----------------
Total capitalization 1,493,729 1,468,027
---------------- ----------------
CURRENT LIABILITIES:
Notes payable - banks and commercial paper 65,000 65,022
Current maturities and sinking fund requirements 11,250 15,150
Accounts payable and accrued expenses 51,465 73,053
Dividends payable 21,877 21,263
Taxes accrued 19,674 19,023
Interest accrued 11,458 14,324
Other current liabilities 17,242 16,092
---------------- ----------------
Total current liabilities 197,966 223,927
---------------- ----------------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
Accumulated deferred income taxes - net 303,064 293,748
Unamortized investment tax credit 48,446 50,636
Accrued postretirement benefits 25,196 30,517
Accrued pension benefits 35,785 31,834
Miscellaneous 8,365 10,127
---------------- ----------------
Total deferred credits and other long-term liabilities 420,856 416,862
---------------- ----------------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
TOTAL $ 2,112,551 $ 2,108,816
================ ================
See notes to financial statements.
4
INDIANAPOLIS POWER & LIGHT COMPANY
Statements of Cash Flows
(In Thousands)
(Unaudited)
Nine Months Ended
September 30
1996 1995
-------------- --------------
CASH FLOWS FROM OPERATIONS:
Net income $ 102,492 $ 88,321
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 68,770 64,815
Amortization of regulatory assets 12,149 2,490
Deferred income taxes and investment tax credit adjustments - net (56) 3,187
Allowance for funds used during construction (7,921) (8,097)
Premiums on redemptions of debt - (800)
Change in certain assets and liabilities:
Accounts receivable 355 (10,137)
Fuel, materials and supplies (899) 3,063
Accounts payable (21,588) (5,076)
Taxes accrued 651 896
Accrued pension benefits 3,951 4,754
Other - net (6,261) 7,587
-------------- --------------
Net cash provided by operating activities 151,643 151,003
-------------- --------------
CASH FLOWS FROM INVESTING:
Construction expenditures (61,920) (126,263)
Other (6,583) (16,390)
-------------- --------------
Net cash used in investing activities (68,503) (142,653)
-------------- --------------
CASH FLOWS FROM FINANCING:
Issuance of long-term debt - 40,000
Retirement of long-term debt (15,150) (40,350)
Short-term debt - net (22) 52,600
Dividends paid (64,945) (63,239)
Other (163) (606)
-------------- --------------
Net cash used in financing activities (80,280) (11,595)
-------------- --------------
Net increase (decrease) in cash and cash equivalents 2,860 (3,245)
Cash and cash equivalents at beginning of period 9,985 7,835
-------------- --------------
Cash and cash equivalents at end of period $ 12,845 $ 4,590
============== ==============
4 continued
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $ 35,356 $ 37,308
============== ==============
Income taxes $ 52,377 $ 36,886
============== ==============
See notes to financial statements.
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 1995 Annual Report on
Form 10-K.
3. LONG-TERM DEBT
On April 1, 1996, IPL retired First Mortgage Bonds, 5 1/8% Series, due
April 1, 1996, in the principal amount of $15.0 million.
On November 8, 1996, the City of Petersburg, Indiana issued, on behalf
of IPL, $20 million of Solid Waste Disposal Revenue Bonds, Adjustable
Rate Tender Securities (ARTS)SM Series 1996 (Indianapolis Power &
Light Company Project) due November 1, 2029 (1996 Bonds). The 1996
Bonds provide for an interest rate which varies with the tax-exempt
weekly rate. The proceeds from the issuance of the 1996 Bonds will be
used to provide funds to pay costs of certain facilities and equipment
to be used for solid waste disposal purposes owned by Indianapolis
Power & Light Company.
4. RATE MATTERS
The Indiana Utility Regulatory Commission approved a two-step rate
increase for IPL electric retail customers in August 1995. The step 1
increase was effective September 1, 1995, and the step 2 increase
became effective July 1, 1996.
5. COMMITMENTS AND CONTINGENCIES (See Item 1. Legal Proceedings of Part II
-- Other Information)
6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Overview
- --------
The Board of Directors of Indianapolis Power & Light Company (IPL) on
August 27, 1996, declared a quarterly dividend on common stock of
$21,070,542. The dividend was paid by IPL to IPALCO Enterprises, Inc. in
October, 1996.
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 $16.5 million during the third quarter ended
September 30, 1996, representing a $23.2 million decrease from the
comparable period in 1995. This decrease is mostly related to reduced
construction spending in the third quarter of 1996 compared to 1995 for the
scrubbers at IPL's Petersburg Generating Station as this construction
project was completed in June 1996. Internally generated cash provided by
IPL's operations was used for construction expenditures during the third
quarter of 1996. Construction expenditures (excluding allowance for funds
used during construction) totaled $61.9 million during the nine months
ended September 30, 1996, representing a $64.3 million decrease from the
comparable period in 1995. This difference is mostly related to reduced
construction spending in 1996 compared to 1995 for the scrubbers at IPL's
Petersburg Generating Station. Internally generated cash provided by IPL's
operations was used for construction expenditures during the first nine
months of 1996. 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 1995 Form 10-K report. (See "Cost of
Construction Program" in Item 7 of Management's Discussion and Analysis of
Financial Condition and Results of Operations in IPL's 1995 Form 10-K
report for further discussion).
On April 1, 1996, IPL retired First Mortgage Bonds, 5 1/8% Series, due
April 1, 1996, in the principal amount of $15.0 million.
On November 8, 1996, the City of Petersburg, Indiana issued, on behalf
of IPL, $20 million of Solid Waste Disposal Revenue Bonds, Adjustable Rate
Tender Securities (ARTS)SM Series 1996 (Indianapolis Power & Light Company
Project) due November 1, 2029 (1996 Bonds). The 1996 Bonds provide for an
interest rate which varies with the tax-exempt weekly rate. The proceeds
from the issuance of the 1996 Bonds will be used to provide funds to pay
costs of certain facilities and equipment to be used for solid waste
disposal purposes owned by Indianapolis Power & Light Company.
IPL is receiving 200 MW of firm capacity under an existing power
purchase agreement which expires March 31, 1997. Monthly capacity payments
required by this agreement are $1.2 million. During 1996, IPL entered into
a new power purchase agreement with LG&E Power Marketing Inc. for 150 MW of
firm capacity in each of the years 1997-2000.
Rate Relief
- -----------
The Indiana Utility Regulatory Commission approved a two-step rate
increase for IPL electric retail customers in August 1995. The step 1
increase was effective September 1, 1995, and the step 2 increase became
effective July 1, 1996.
7
RESULTS OF OPERATIONS
Comparison of Third Quarter and Nine Months Ended September 30, 1996
--------------------------------------------------------------------
with Third Quarter and Nine Months Ended September 30, 1995
-----------------------------------------------------------
Income applicable to common stock decreased during the third quarter
of 1996 compared to the third quarter of 1995 by $1.0 million. However,
income applicable to common stock increased $14.2 million for the nine
months ended September 30, 1996 compared to the same period last year. The
following discussion highlights the factors contributing to these changes.
Operating Revenues
- ------------------
Operating revenues during the third quarter and nine months ended
September 30, 1996, increased from the comparable 1995 periods by $5.8
million and $44.7 million, respectively. The increases in revenues
resulted from the following:
Increase (Decrease) from Comparable Period
------------------------------------------
Three Months Ended Nine Months Ended
------------------ -----------------
(Millions of Dollars)
Increase in base electric rates $ 14.6 $ 34.0
Changes in Kilowatt-hour (KWH) sales - net of fuel (7.0) 10.9
Fuel revenues (2.7) (7.1)
Steam revenues - 1.9
Sales for resale 1.0 4.6
Other revenues (0.1) 0.4
-------- --------
Total change in operating revenues $ 5.8 $ 44.7
======== ========
The increases in base rate electric revenues are the result of new
tariffs, effective September 1, 1995, and July 1, 1996, designed to produce
$35-million and $25-million additional annual revenues, respectively. The
third quarter decrease in retail KWH sales compared to the same period in
1995 was due to milder weather. Cooling degree days decreased 26% during
the third quarter. The increases in retail KWH sales during the nine
months ended of 1996, as compared with the same period in 1995, reflect
customer growth and increased sales resulting primarily from colder weather
in the first and second quarters of 1996. Heating degree days in the
Indianapolis area increased 15% for the nine months ended September 1996
over the same period in 1995. The changes in fuel revenues in 1996 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
1996, as compared to the same periods in 1995, reflect energy requirements
of other utilities.
Operating Expenses
- ------------------
Fuel expenses in the third quarter of 1996 decreased $4.4 million due
to a $3.0 million decrease in unit prices, a $1.1 million decrease in
consumption and a $0.3 million decrease in deferred fuel compared to the
same period last year. For the nine months ended September 30, 1996, fuel
expenses decreased $2.5 million compared to last year. This difference
resulted from year-to-date decreases in unit prices and deferred fuel of
$7.6 million and $1.4 million, respectively, partially offset by an
increase in consumption of $6.5 million.
8
Other operation expenses in the third quarter and nine months ended
September 30, 1996, increased from the same periods a year ago by $6.4
million and $17.5 million, respectively. The primary cause of these
increases in both the third quarter and the nine-month period was the
expensing of accrual based electric postretirement costs as authorized by
IPL's 1995 rate case settlement. Such costs were deferred as regulatory
assets prior to September 1995. Increases in postretirement benefit
expenses were $2.6 million and $10.5 million in the third quarter and nine-
month periods, respectively. The increase in the third quarter was also
due to an increase in customer service and informational and sales expenses
of $1.0 million, an increase in miscellaneous steam power operating
expenses at the Petersburg plant of $0.8 million, an increase in regulatory
commission expense of $0.5 million, an increase in electric distribution
expenses of $0.5 million, an increase in miscellaneous office supplies and
expenses of $0.3 million, an increase in customer accounts expense of $0.3
million, an increase in transmission expense of $0.2 million and an
increase in other administrative and general expenses of $0.2 million.
Contributing to the nine month increase was an increase in customer
service and informational sales expense of $2.2 million, an increase in
miscellaneous steam power operating expenses at the Petersburg plant of
$1.9 million, an increase in regulatory commission expense of $1.6 million,
an increase in electric distribution of $0.9 million, an increase in
customer accounts expense of $0.6 million and increased operational expense
at the Pritchard plant of $0.3 million, partially offset by decreased
outside service expenses of $0.6 million.
Power purchased decreased by $1.2 million and $1.1 million from the
comparable periods in 1995 during the third quarter and nine months ended
of 1996, respectively. Both decreases are the result of decreases in
energy purchases.
Purchased steam during the third quarter and nine months ended of 1996
increased from the same periods in the prior year by $0.2 million and $0.4
million, respectively, due to an increase in therms purchased from an
independent resource recovery system located within the City of
Indianapolis.
Maintenance expenses increased $1.0 million in the third quarter of
1996 compared to the same period in 1995 primarily due to expenses relating
to the overhaul of unit 4 at the Pritchard plant during the third quarter
of 1996.
Depreciation and amortization expense in the third quarter and nine
months ended September 30, 1996, increased from the same periods a year ago
by $2.9 million and $7.7 million, respectively. These increases resulted
from the amortization of property-related regulatory deferrals effective
with the September 1, 1995 electric rate increase and increases in the
depreciable utility plant balances.
Taxes other than income taxes in the third quarter and nine months
ended of 1996 increased from the comparable periods in 1995 by $0.4 million
and $1.7 million, respectively. These increases are attributable primarily
to increases in property taxes due to an increase in tax rates and the
property tax base, state gross income taxes due to more revenue recorded in
1996, and FICA taxes.
Income taxes - net for the third quarter and nine months ended of 1996
increased from the same periods in 1995 by $0.3 million and $8.5 million,
respectively, primarily due to the increase in pretax utility operating
income.
As a result of the foregoing, utility operating income during the
third quarter of 1996 increased 0.5% from the comparable 1995 period, to
$51.2 million. Utility operating income during the nine months of
1996, increased 10.5% from the comparable 1995 period, to $132.1 million.
Other Income and Deductions
- ---------------------------
Allowance for equity funds used during construction in the third
quarter of 1996 decreased by $0.7 million and increased by $0.6 million for
the third quarter and nine months ended September 30, 1996, respectively,
compared to last year. The third quarter decrease was primarily due to
scrubbers at the Petersburg plant being placed in service in June 1996.
The increase for the nine-months ended period is attributable to carrying
charges on regulatory assets resulting from the electric rate case
settlement.
Interest Charges
- ----------------
Interest expense in the third quarter and nine months ended September
30, 1996, decreased from the same periods last year by $0.7 million and
$1.8 million, respectively. The decreases were primarily the result of
9
refinancing certain first mortgage bonds during 1995 with more favorable
terms and decreased short term debt rates.
Allowance for borrowed funds used during construction for the third
quarter and nine months ended September 30, 1996, decreased from the
comparable periods in 1995 by $1.4 million and $0.8 million, respectively,
due primarily to the scrubbers at the Petersburg plant being placed in
service in June 1996 and decreased carrying charges on regulatory assets.
10
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- ---------------------------
None.
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.
(Form 10-Q for quarter ended 3-31-94.)
4.1* Mortgage and Deed of Trust, dated as of May 1, 1940, between
Indianapolis Power & Light Company and American National Bank and
Trust Company of Chicago, Trustee, as supplemented and modified by 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.)
11
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.
27.1 Financial Data Schedule.
(b) Reports of Form 8-K.
None.
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, 1996 /s/ John R. Brehm
----------------- --------------------------------------
John R. Brehm
Senior Vice President
Finance and Information Services
Date: November 13, 1996 /s/ Stephen J. Plunkett
----------------- --------------------------------------
Stephen J. Plunkett
Controller