<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1993
Filed pursuant to the Public Utility Holding Company Act of 1935 by
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway, Dallas, Texas 75202
and
SOUTHWESTERN ELECTRIC POWER COMPANY
428 Travis Street, Shreveport, Louisiana 71156-0001
(Name and address of each registered holding company in the system)
<PAGE> 2
TABLE OF CONTENTS
Page
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1993 3-7
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 7
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 7
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 8
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 9
ITEM 6. OFFICERS AND DIRECTORS
Part I. Name, Principal business address and 10-25
positions held as of December 31, 1993
Part II. Financial connections as of December 31, 1993 26-27
Part III. Compensation and other related information 28-56
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 57-58
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and service 59
(1) Salaries of officers of the Registrant
(2) Services rendered by Statutory Subsidiaries
(3) Services rendered by Registrant
Part II. Contracts to purchase services or goods 59
between any System company and any affiliate
Part III. Employment of any person by any System company 59-60
for the performance on a continuing basis of
management services
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 61
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Index to Financial Statements 61
Report of Independent Public Accountants 62
Financial Statements 63-70
Exhibits 71-77
SIGNATURES 78-79
<PAGE> 3
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1993.
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value(1) Value(1)
(thousands) (thousand)s
<S> <C> <C> <C> <C> <C>
Central and South West Corporation (CSW or
the Corporation)
Central Power and Light Company (CPL) 6,755,535 100 $1,424,195 $1,424,195
Public Service Company of Oklahoma (PSO) 9,013,000 100 435,049 435,049
Ash Creek Mining Company (ACMC) 383,904 100 (5,508) (5,508)
Southwestern Electric Power Company 7,536,640 100 645,731 645,731
(SWEPCO)
The Arklahoma Corporation (ARK) 160 32 684 219
Southwest Arkansas Utilities Corporation 100 100 10 10
West Texas Utilities Company (WTU) 5,488,560 100 266,092 266,092
Transok, Inc. (Transok) 92,186 100 255,606 255,606
Transok Ventures, Inc. (TVC)(2) 1,000 100 - -
Tranpache(3) See(3) See(3) 54,686 27,343
Transok Acquisition Company (TAC) 1,000 100 80,757 80,757
Transok Gas Company (TGC) 1,000 100 11,264 11,264
Transok Gas Processing Company (TGPC) 400 100 2,352 2,352
Transok Gas Gathering Company (TGGC) 1,000 100 2,458 2,458
East Caddo Gathering System(4) See(4) See(4) 453 276
Hillsboro Gathering System(5) See(5) See(5) 63 15
Hydro Gathering System(6) See(6) See(6) (1) (8)
Laubhin Friesen Gathering System(7) See(7) See(7) 137 33
Limestone Ridge Gathering System(8) See(8) See(8) 2,785 1,591
Mistletoe Gathering System(9) See(9) See(9) 624 343
Moody Gathering System(10) See(10) See(10) 270 87
Warrel Gathering System(11) See(11) See(11) 1,166 509
West Caddo Gathering System(12) See(12) See(12) 760 386
Stanton Gathering System(13) See(13) See(13) 1,188 513
Transok Gas Transmission Company 1,000 100 1,514 1,514
(TGTC)
Transok Properties, Inc.(TPI)(14) 1,000 100 177 177
Downtown Plaza II(14) See(14) See(14) 9,591 4,795
</TABLE>
<PAGE> 4
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS (continued)
<TABLE>
<CAPTION>
Number
of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value(1) Value(1)
(thousands) (thousands)
<S> <C> <C> <C> <C> <C>
Central and South West Services, Inc. 10,000 100 100 100
(CSWS)
CSW Leasing, Inc. (CSWL)(15) 800 80 11,556 9,245
CSW Credit, Inc. (CSWC) 214 100 48,268 48,268
CSW Energy, Inc. (CSWE) 1,000 100 20,645 20,645
CSW Development-I, Inc. (CSWD-I) 1,000 100 1 1
ARK/CSW Development Partnership See(16) See(16) Nominal Nominal
(ARK/CSW)(16)
Polk Power GP, Inc. (PPGP)(17) See(17) See(17) Nominal Nominal
Polk Power Partners, L. P. (PPP)(18) See(18) See(18) Nominal Nominal
Noah I Power GP, Inc. (NGP)(19) See(19) See(19) Nominal Nominal
Noah Power Partners, L. P. (NPP)(20) See(20) See(20) Nominal Nominal
Brush Cogeneration Partners See(21) See(21) Nominal Nominal
(Brush)(21)
Oildale GP, Inc. (OGP)(22) See(22) See(22) Nominal Nominal
Oildale Cogeneration Partners See(23) See(23) Nominal Nominal
(OCO)(23)
Orange Cogeneration GP, Inc. See(24) See(24) Nominal Nominal
(OCGP)(24)
CSW Orange, Inc. (CSWO)(25) See(25) See(25) Nominal Nominal
Orange Cogeneration, LP (OCLP)(26) See(26) See(26) Nominal Nominal
Sacramento Power (SP)(27) See(27) See(27) Nominal Nominal
CSW Development-II, Inc. (CSWD-II) 1,000 100 1 1
CSW/Entertran Development Partnership See(28) See(28) Nominal Nominal
(CSW/ENTERTRAN)(28)
CSW Fort Lupton, Inc. 1,000 100 1 1
Thermo Cogeneration Partnership(29) See(29) See(29) Nominal Nominal
</TABLE>
<PAGE> 5
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS (continued)
(1) Table reflects investment in common stock or other
equity securities only. At any time and from time to time, members of the CSW
System may also hold affiliate debt under the CSW System money pool maintained
to coordinate short-term borrowings, as authorized by SEC Order. These loans
are unsecured obligations at rates approximating the CSW's commercial paper
borrowing costs. Money pool balances are reflected as advances to or from
affiliates on the balance sheets of System companies.
(2) Liquidated effective 12-31-93.
(3) Transpache is a partnership in which TRANSOK and a
non-affiliated entity each are 50% general partners.
(4) East Caddo Gas Gathering System is a partnership in
which TGGC owns 50.2% and non-affiliated entities own 49.8%.
(5) Hillsboro Gathering System is a partnership in which
TGGC owns 23.7% and non-affiliated entities own 76.3%.
(6) Hydro Gathering System is a partnership in which TGGC
owns 90.0% and non-affiliated entities own 10.0%.
(7) Laubhin Friesen Gathering System is a partnership in
which TGGC owns 24.0% and non-affiliated entities own 76.0%.
(8) Limestone Ridge Gathering System is a partnership in
which TGGC owns 57.1% and non-affiliated entities own 42.9%.
(9) Mistletoe Gathering System is a partnership in which
TGGC owns 55.0% and non-affiliated entities own 45.0%.
(10) Moody Gathering System is a partnership in which TGGC
owns 32.2% and non-affiliated entities own 67.8%.
(11) Warrell Gathering System is a partnership in which
TGGC owns 43.7% and non-affiliated entities own 56.3%.
(12) West Caddo Gathering System is a partnership in which
TGGC owns 50.8% and non-affiliated entities own 49.2%.
(13) Stanton Gathering System is a partnership in which
TGGC owns 43.2% and non-affiliated entities own 56.8%.
(14) TPI, a Delaware corporation, was organized on October
29, 1992 to act as general partner in Downtown Plaza II.
Downtown Plaza II is an Oklahoma general partnership in which TPI and a non-
<PAGE> 6
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS (continued)
affiliated entity each are 50% general partners.
Downtown Plaza II owns and operates office facilities, a portion of which will
be occupied by employees of Transok and its subsidiaries under a Partnership
Agreement effective December 15, 1992.
(15) CSW has agreed to vote its shares for one director to
be nominated by The CIT Group/Capital Financing, Inc., the owner of the
remaining shares of stock.
(16) ARK/CSW is a Delaware general partnership in which
CSWD and a non-affiliate each are 50% general partners. Under its Partnership
Agreement (the ARK/CSW Agreement) dated October, 1990, ARK/CSW was organized
to directly and indirectly develop, modify, acquire and own qualifying
cogeneration facilities, qualifying small power production facilities and, to
the extent permitted by law, independent power producers. The ARK/CSW
Agreement provides generally for the management of ARK/CSW by management
committee.
(17) PPGP, a Delaware corporation, was organized on
September 18, 1991 to act as general partner of PPP. ARK/CSW owns all of the
outstanding shares of common stock of PPGP.
(18) PPP, a Delaware limited partnership, was organized on
February 20, 1992 to own and operate the Mulberry cogeneration project. CSWD-I
holds a 49.5% limited partnership interest and PPGP holds a 1.0% general
partnership interest in PPP. Under the Limited Partnership Agreement for PPP,
PPGP generally has the power and authority to manage the affairs of PPP, and
CSWD-I has such rights and powers as are customary for a limited partner,
including but not limited to the right (in proportion to its interest) to
consent to certain major transactions.
(19) NGP, a Delaware corporation, was organized on May 14,
1991 to act as general partner of NPP. ARK/CSW owns all of the outstanding
shares of common stock of NGP.
(20) NPP, a Delaware corporation limited partnership, was
organized on May 16, 1991 to own and/or operate cogeneration projects or
interests therein. CSWD-I holds a 94.5% limited partnership interest and NGP
holds a 1.0% general partnership interest in NPP. Under the Limited
Partnership Agreement for NPP, NGP generally has the power and authority to
manage the affairs of NPP, and CSWD-I has such rights and powers as are
customary for a limited partner, including but not limited to the right (in
proportion to its interest) to consent to certain major transactions.
(21) Brush is a Delaware general partnership organized on
November 1, 1991. NPP and a non-affiliated entity each hold 47.77% general
partnership interests in Brush. Brush was formed to invest in certain
cogeneration projects, including the Brush II project authorized by SEC Order
Release No. 35- 25399. Brush is managed by management committee, with NPP
having the power and authority to manage the affairs of Brush.
(22) OGP, a Delaware corporation, was organized on April
24, 1991 to act as general partner of OCO. ARK/CSW owns all of the
outstanding shares of common stock of OGP.
<PAGE> 7
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS (continued)
(23) OCO, a Delaware limited partnership, was organized on
May 1, 1991 to own and operate the Oildale cogeneration project. CSWD-I holds
a 50% limited partnership interest and OGP holds a 1.0% general partnership
interest in OCO. Under the Limited Partnership Agreement for OCO, OGP
generally has the power and authority to manage the affairs of OCO, and CSWD-I
has such rights and powers as are customary for a limited partner, including
but not limited to the right (in proportion to its interest) to consent to
certain major transactions.
(24) OCGP, a Delaware limited partnership, was organized on February 5, 1993 to
act as general partner of OCLP. ARK/CSW owns all of the outstanding shares of
common stock of OCGP.
(25) CSW Orange, Inc., a Delaware corporation, was formed on April 21, 1993 to
act as limited partner to OCLP. CSWO holds a 49.5% limited partnership
interest in OCLP and OCGP holds a 1.0% general partnership interest in OCLP.
(26) OCLP, a Delaware limited partnership was organized on February 5, 1993 to
own and operate the Orange Cogeneration project. CSWO holds an 49.5% limited
partnership interest and OCGP holds a 1.0% general partner interest. The
remaining interest is owned by nonaffiliates of CSWE.
(27) SP, a Delaware corporation was organized on June 20, 1991. No shares of
stock of the corporation have been issued.
(28) CSW/EnerTran is a Delaware general partnership in which CSWD-II is an 87.5%
general partner and a non-affiliated entity is a 12.5% general partner. Under
a partnership agreement dated May 1992, CSW/EnerTran was organized to develop,
construct, acquire, and/or modify qualifying cogeneration facilities or
qualifying small power production facilities and, to obtain financing in
respect thereof, and to own and hold the securities of entities, each of which
would be formed for the purpose of acquiring from CSW/EnerTran all of CSW/
EnerTran's right, title, and interest in and to facilities and acquiring,
developing, constructing, modifying, owning, and operating facilities, to
enter into required agreements to acquire and own fuel supplies for any
facility, to act as the general partner of the entities and to engage in all
other lawful business activities in connection there
(29) Thermo Cogeneration Partnership, a Delaware limited partnership, was
organized April 7, 1993, to own and operate the Ft. Lupton cogeneration
project. CSW Ft. Lupton, Inc. holds a 49% limited partnership interest and a
1% general partnership interest.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS.
During 1993, there were no acquisitions or sales of utility assets which were
not reported in a certificate filed pursuant to Rule 24.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES.
During 1993 there were no System securities issued, sold, pledged, guarantee or
assumed by any System company, which were not reported in a certificate filed
pursuant to Rule 24.
<PAGE> 8
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES.
The following System securities were acquired, redeemed or retired by System
companies during 1993.
Extinguished(E) Commission
or Held for Authorization
Name of Issuer and Further or
Title of Issue Consideration Disposition(D) Exemption
(thousands)
CPL
First Mortgage Bonds
Series K, 8-3/4%, due 2000 25,510 E HCAR No. 35-25638
Series M, 8%, due 2003 47,270 E HCAR No. 35-25638
Series N, 9-3/8%, due 2004 41,424 E HCAR No. 35-25638
Series O, 8-1/4%, due 2007 77,993 E HCAR No. 35-25638
Series P, 8-7/8%, due 2008 78,548 E HCAR No. 35-25638
Series Y, 9-3/4%, due 1998 153,990 E HCAR No. 35-25638
Series Z, 9-3/8%, due 2019 9,061 E Rule 42(b)(2)
Pollution Control Bonds
Series 1977 A, 7-1/8%, due 240 E Rule 42(b)(4)
2007 78,476 E HCAR No. 35-25821
Series 1984, 10-1/8%, due
2014
Series U, 9-3/4%, due 2015 55,870 E HCAR No. 35-25821
Promissory Notes
6-1/2%, due 1995 191 E Rule 42(b)(4)
PSO
First Mortgage Bonds
Series M, 8-1/4, due 2004 31,575 E Rule 42(b)(2)
Series N, 8-3/4%, due 2005 51,660 E Rule 42(b)(2)
Series R, 9%, due 2016 106,450 E Rule 42(b)(2)
SWEPCO
First Mortgage Bonds
Series I, 4-3/8%, due 1993 30,000 E Rule 42(b)(2)
Series J, 7%, due 1997 20,228 E HCAR No.35-25895
Series L, 7-1/2%, due 2001 23,775 E HCAR No.35-25895
Series T, 8.85%, 2016 58,613 E HCAR No.35-25624
Series U, 9-1/8%, due 2019 49,502 E HCAR No.35-25624
Series 1976A, 6.2%, due 145 E Rule 42(b)(4)
2016
Pollution Control Bonds 55,105 E HCAR No. 35-25370
Series 1983, 10%, due 2013
Mortgage of Mid-South Towers 120 E Rule 42 (b)(2)
Variable Rate, due 1997
WTU
First Mortgage Bonds
Series H, 7-7/8%, due 2003 23,600 E HCAR No. 35-25928
Series O, 9-1/4%, due 2019 650 E Rule 42(b)(4)
Preferred Stock
7.25% Series 10,000 E HCAR No. 35-23892
<PAGE> 9
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES.
Aggregate number of investments in persons operating in the retail service
areas.
Aggregate Carrying
Number Value
(thousands)
CPL 15 $ 22
PSO 32 320
$344
The types of investments included above include such items as economic
development and industrial park projects. There were no other investments in
securities of non-System companies.
<PAGE> 10
ITEM 6. OFFICERS AND DIRECTORS - PART I.
The positions of officers and directors of all System companies as of
December 31, 1993 were as follows.
NAME AND ADDRESS POSITION
CENTRAL AND SOUTH WEST CORPORATION
T. J. Barlow Houston, TX D
Glenn Biggs San Antonio, TX D
Molly Shi Boren Seminole, OK D
E. R. Brooks Dallas, TX D,CM,P&CEO
Verla R. Campbell Dallas, TX AS
Lawrence E. DeSimone Dallas, TX VP
Joe H. Foy Houston, TX D
Frederic L Frawley Dallas, TX S
Thomas M. Hagan Austin, TX VP
Wendy G. Hargus Dallas, TX C
G. Holman King Dallas, TX VP
Robert W. Lawless Lubbock, TX D
Harry D. Mattison Dallas, TX D&EVP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX SVP&GC
James L. Powell Fort McKavett, TX D
Kenneth C. Raney Dallas, TX VP&AGC
Arthur E. Rasmussen Chicago, IL D
Glenn D. Rosilier Dallas, TX SVP&CFO
T. V. Shockley, III Dallas, TX D&EVP
Michael D. Smith Dallas, TX VP
J. C. Templeton Houston, TX D
Thomas B. Walker Jr. Dallas, TX D
(1)
Lloyd D. Ward Dallas, TX D
(1) Mr. Walker retired from the Board of Directors in 1994.
<PAGE> 11
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CENTRAL POWER AND LIGHT COMPANY
Marilyn J. Beebe Corpus Christi, TX AS
E. R. Brooks Dallas, TX D
Robert R. Carey Corpus Christi, TX D,P&CEO
Ruben M. Garcia Laredo, TX D
Mary E. Hunt Corpus Christi, TX AS
Robert A. McAllen Weslaco, TX D
Pete Morales, Jr. Devine, TX D
S. Loyd Neal, Jr. Corpus Christi, TX D
Jim L. Peterson Corpus Christi, TX D
H. Lee Richards Harlingen, TX D
Melanie J. Richardson Corpus Christi, TX D,VP&T
J. Gonzalo Sandoval Corpus Christi, TX D&VP
David P. Sartin(1) Corpus Christi, TX C
C. Wayne Stice(2) Corpus Christi, TX S
B. W. Teague(3) Corpus Christi, TX D&VP
Gerald E. Vaughn Corpus Christi, TX D&VP
Dale E. Ward(4) Corpus Christi, TX D&VP
(1) Mr. Sartin was named Corporate Secretary in 1994.
(2) Mr. Stice retired from the Company in 1994.
(3) Mr. Teague accepted retirement from the Company in 1994.
(4) Mr. Ward resigned from the Board of Directors in 1994 upon his transfer to
another System company.
Note: Mr. Harry D. Mattison was elected to the Board of Directors in 1994.
<PAGE> 12
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
PUBLIC SERVICE COMPANY OF OKLAHOMA
E. R. Brooks Dallas, TX D
Harry A. Clark Afton, OK D
R. Russell Davis(1) Tulsa, OK C
Lina P. Holm Tulsa, OK AS
Mary C. King Tulsa, OK AS
Mark Krawcyzk Tulsa, OK AT
Paul K. Lackey, Jr. Tulsa, OK D
Rosetta Marquette Tulsa, OK AT
Paula Marshall-Chapman Tulsa, OK D
William R. McKamey Tulsa, OK D&VP
Mary M. Polfer Tulsa, OK D&VP
Betsy J. Powers Tulsa, OK S
Jack E. Raulston Lawton, OK D
Robert B. Taylor, Jr.,
D.D.S. Okmulgee, OK D
David M. Thomison Tulsa, OK T
Robert L. Zemanek Tulsa, OK D,P&CEO
Waldo J. Zerger, Jr. Tulsa, OK D&VP
(1) Mr. Davis was named Controller of CSWS in 1994.
Note: Mr. Harry D. Mattison was elected to the Board of Directors in 1994.
ASH CREEK MINING COMPANY
Larry D. Connors(1) Dallas, TX D
S. E. Daniel(2) Tulsa, OK C
Kit Hill Tulsa, OK S&T
Masoud Keyan(3) Tulsa, OK VP&COO
Mary M. Polfer Tulsa, OK D
Ruby L. Price Tulsa, OK AS&AT
E. Michael Williams Tulsa, OK P&D
Robert L. Zemanek Tulsa, OK D,CM&CEO
Waldo J. Zerger, Jr. Tulsa, OK D
(1) Mr. Connors resigned from the Board of Directors in 1994 upon his transfer
to another System company.
(2) Mr. Daniel retired from the Company in 1994.
(3) Mr. Keyan resigned from the Company in 1994 upon his transfer to another
System company.
Note: Mr. William R. McKamey was elected to the Board of Directors in 1994.
<PAGE> 13
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SOUTHWESTERN ELECTRIC POWER COMPANY
Richard H. Bremer Shreveport, LA D,P&CEO
E. R. Brooks Dallas, TX D
Rox E. Colvin Shreveport, LA C
James E. Davison Ruston, LA D
Anthony J. Dichmann Shreveport, LA AT
Al P. Eason, Jr. Fayetteville, AR D
W. J. Googe, Jr. Shreveport, LA D&VP
A. G. Hammett III(1) Shreveport, LA T
Dr. Fredrick E. Joyce Texarkana, TX D
Michael E. Madison Shreveport, LA D&VP
Marvin R. McGregor Shreveport, LA D&VP
William C. Peatross Shreveport, LA D
Jack L. Phillips Gladewater, TX D
Elizabeth D. Stephens Shreveport, LA S
Sandra Thomas Shreveport, LA AS
John W. Turk, Jr. Longview, TX D
(1) Mr. Hammett retired from the Company in 1994.
Note: Mr. Harry D. Mattison was elected to the Board of Directors in 1994.
THE ARKLAHOMA CORPORATION
John W. Harbour, Jr. Oklahoma City, OK D&P
T. J. Wright New Orleans, LA D&VP
D. J. Rich Oklahoma City, OK D,S&T
SOUTHWEST ARKANSAS UTILITIES COMPANY
Charles E. Clinehens, Jr. Fayetteville, AR D,S&T
Thomas H. DeWeese Fayetteville, AR D&P
J. C. Martin Texarkana, TX D&VP
<PAGE> 14
ITEM 6. OFFICERS AND DIRECTORS - PART I.(continued)
NAME AND ADDRESS POSITION
WEST TEXAS UTILITIES COMPANY
Richard F. Bacon Abilene, TX D
Harwell Barber Abilene, TX D
E. R. Brooks Dallas, TX D
Paul J. Brower Abilene, TX D&VP
Terry Davis Abilene, TX AT&AS
Paul F. Douty, Jr.(1) Abilene, TX D&VP
Glenn Files Abilene, TX D,P&CEO
Preston Kissman(2) Dallas, TX D
D. Joe Lambright Abilene, TX T&C
Tommy Morris Abilene, TX D
Martha Murray Abilene, TX S
James M. Parker Abilene, TX D
Jay Pruett(3) Abilene, TX D&VP
F. L. Stephens San Angelo, TX D
U. Lee Vander Schaaf(4) Abilene, TX AC
Lloyd D. Vincent(5) San Angelo, TX D
Donald A. Welch Abilene, TX D&VP
(1) Mr. Douty resigned from the Board of Directors in 1994 upon his transfer to
another System company.
(2) Mr. Kissman resigned from the Board of Directors in 1994 upon his transfer
to another System company.
(3) Mr. Pruett resigned from the Board of Directors in 1994 upon his transfer to
another System company.
(4) Mr. Vander Schaaf will transfer to another System Company in 1994.
(5) Mr. Vincent retired from the Board of Directors in 1994.
Note: Mr. Mattison was elected to the Board of Directors in 1994.
Mr. T. D. Churchwell was elected to the Board of Directors and
named Executive Vice President of the Company in 1994.
Mr. Dennis M. Sharkey was elected to the Board of Directors and
named a Vice President of the Company in 1994.
<PAGE> 15
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
TRANSOK, INC.
F. J. Becraft Tulsa, OK D,P&CEO
Merle L. Borchelt Dallas, TX D
E. R. Brooks Dallas, TX D
Durwood Chalker Dallas, TX D
Valerie R. Deatherage Tulsa, OK AS
H. Earl Glimp Tulsa, OK VP
B. J. Harris Tulsa, OK D
Norma J. Lannon Tulsa, OK S
Harry D. Mattison Dallas, TX D
James N. McGrew Tulsa, OK C
Floyd Nickerson Tulsa, OK VP
Michael D. Palmer Tulsa, OK AS
Peter Pedone Tulsa, OK AS&AT
Thomas V. Shockley, III Dallas, TX D
Jack M. Spinkd Tulsa, OK VP
O. T. Stewart Tulsa, OK VP&T
Richard Zieren Tulsa, OK VP&GC
TRANSOK ACQUISITION COMPANY
F. J. Becraft Tulsa, OK D&P
Valerie R. Deatherage Tulsa, OK AS
H. Earl Glimp Tulsa, OK D&VP
Norma Jean Lannon Tulsa, OK S
James N. McGrew Tulsa, OK C
Floyd Nickerson Tulsa, OK D&VP
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D
Jack Spinks Tulsa, OK D&VP
Richard Zieren Tulsa, OK D,VP&AS
<PAGE> 16
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
TRANSOK GAS COMPANY
F. J. Becraft Tulsa, OK D&P
Valerie R. Deatherage Tulsa, OK AS
H. Earl Glimp Tulsa, OK D
Norma Jean Lannon Tulsa, OK S
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D
Jack Spinks Tulsa, OK D
O. T. Stewart Tulsa, OK VP
Richard Zieren Tulsa, OK AS
TRANSOK GAS PROCESSING COMPANY
F. J. Becraft Tulsa, OK D&P
Valerie R. Deatherage Tulsa, OK AS
H. Earl Glimp Tulsa, OK D&VP
Norma Jean Lannon Tulsa, OK S
Jerry McDaniel Tulsa, OK VP
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D
Jack Spinks Tulsa, OK D
O. T. Stewart Tulsa, OK VP
Richard Zieren Tulsa, OK AS
<PAGE> 17
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
TRANSOK GAS GATHERING COMPANY
F. J. Becraft Tulsa, OK D&P
Valerie R. Deatherage Tulsa, OK AS
H. Earl Glimp Tulsa, OK D
Norma Jean Lannon Tulsa, OK S
James N. McGrew Tulsa, OK C
Jim Metcalf Tulsa, OK VP
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D&VP
Jack Spinks Tulsa, OK D
O. T. Stewart Tulsa, OK VP
Richard Zieren Tulsa, OK AS
TRANSOK GAS TRANSMISSION COMPANY
F. J. Becraft Tulsa, OK D&P
Valerie R. Deatherage Tulsa, OK AS
H. Earl Glimp Tulsa, OK D&VP
Norma Jean Lannon Tulsa, OK S
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D&VP
Jack Spinks Tulsa, OK D
O. T. Stewart Tulsa, OK VP
Richard Zieren Tulsa, OK AS
TRANSOK PROPERTIES, INC.
F. J. Becraft Tulsa, OK D&P
Valerie R. Deatherage Tulsa, OK AS
H. Earl Glimp Tulsa, OK D&VP
Norma Jean Lannon Tulsa, OK S
James N. McGrew Tulsa, OK C
Floyd Nickerson Tulsa, OK D&VP
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D
Jack Spinks Tulsa, OK D&VP
Richard Zieren Tulsa, OK AS
<PAGE> 18
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CENTRAL AND SOUTH WEST SERVICES, INC.
F. J. Becraft Tulsa, OK D
Richard H. Bremer Shreveport, LA D
E. R. Brooks Dallas, TX D&CH
Verla Campbell Dallas, TX AS
Robert R. Carey Corpus Christi, TX D
Larry B. Connors Dallas, TX VP
Terry Dennis Dallas, TX D
Leslie E. Dillahunty Dallas, TX VP
William R. Elmore Tulsa, OK VP
M. Bruce Evans(1) Dallas, TX P
Glenn Files Abilene, TX D
Frederic L. Frawley Dallas, TX S
Preston Kissman Dallas, TX VP
Harry D. Mattison Dallas, TX D&CEO
Stephen J. McDonnell Dallas, TX T
Cathy Means Dallas, TX VP
Ferd. C. Meyer, Jr. Dallas, TX SVP
Glenn D. Rosilier Dallas, TX D&SVP
Donald A. Shahan Dallas, TX VP
Thomas V. Shockley, III Dallas, TX D
Robert M. Spratling(2) Dallas, TX C
Gerald E. Vaughn Corpus Christi, TX VP
Richard P. Verret(3) Dallas, TX P
Dale E. Ward Dallas, TX VP
E. Michael Williams Dallas, TX VP
Robert L. Zemanek Tulsa, OK D
(1) Mr. Evans was named President of Central and South West Services, Inc.--
Operation Services.
(2) Mr. R. Russell Davis succeeded Mr. Spratling as Controller in 1994.
(3) Mr. Verret was named President of Central and South West Services, Inc.--
Production Services.
Note: Ms. Sandra Bennett was named Assistant Controller in 1994.
<PAGE> 19
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW LEASING, INC.
E. R. Brooks Dallas, TX D&CH
Kenneth I. Brown New York, NY VP
Elmo Chin New York, NY AC
Ira Finkelson New York, NY AS
Frederic L. Frawley Dallas, TX S
Jeffrey C. Knittle New York, NY SVP
Wendy G. Hargus Dallas, TX C
Harry D. Mattison Dallas, TX VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D&VP
Glenn D. Rosilier Dallas, TX D&VP
Leo Sheer New York, NY AS
Thomas V. Shockley, III Dallas, TX D&P
Jean B. Stein New York, NY SVP
Claude O. Woodard Dallas, TX AT
Nikita Zdanow New York, NY D
<PAGE> 20
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW CREDIT, INC.
David Balsamo Dallas, TX AO
E. R. Brooks Dallas, TX D&CH
Frederic L. Frawley Dallas, TX S
Harry D. Mattison Dallas, TX D
Stephen J. McDonnell Dallas, TX VP
Ferd. C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D&P
Thomas V. Shockley, III Dallas, TX D
Claude O. Woodard Dallas, TX VP&T
<PAGE> 21
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW ENERGY, INC.
Lee D. Atkins Dallas, TX VP
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison Dallas, TX D&VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley, III Dallas, TX D&VCM
<PAGE> 22
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW DEVELOPMENT-I, INC.
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Harry D. Mattison Dallas, TX D&VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Rocky R. Miracle Dallas, TX AT
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley, III Dallas, TX D&VCM
Eddie D. Peebles Dallas, TX C
CSW DEVELOPMENT-II, INC.
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Harry D. Mattison Dallas, TX D&VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Rocky R. Miracle Dallas, TX AT
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley, III Dallas, X D&VCM
Eddie D. Peebles Dallas, TX C
CSW FORT LUPTON, INC.
E. R. Brooks Dallas, TX D
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Harry D. Mattison Dallas, TX D
Ferd C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
<PAGE> 23
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW ORANGE, INC.
E. R. Brooks Dallas, TX D
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Harry D. Mattison Dallas, TX D
Stephen J. McDonnell Dallas, TX T
Ferd C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
NOAH I POWER GP, INC.
Lee D. Atkins Dallas, TX D,VP&S
Terry D. Dennis Dallas, TX P
Arnold R. Klann Laguna Hills, CA D
Bradley D. Samuelson Dallas, TX D,VP&T
OILDALE GP, INC.
Lee D. Atkins Dallas, TX D
Leslie C. Confair Laguna Hills, CA D&P
Arnold R. Klann Laguna Hills, CA VP&T
Michael T. Moran Dallas, TX D
Jack Strube Laguna Hills, CA D&CFO
Anthony J. Williams Laguna Hills, CA VP&S
ORANGE COGENERATION GP, INC.
Lee D. Atkins Dallas, TX D
Leslie C. Confair Laguna Hills, CA D&S
Arnold R. Klann Laguna Hills, CA D&P
Bradley D. Samuelson Dallas, TX D
POLK POWER GP, INC.
Lee D. Atkins Dallas, TX D
Leslie C. Confair Laguna Hills, CA D&P
Arnold R. Klann Laguna Hills, CA D,VP&S
Michael T. Moran Dallas, TX D
D. G. Reese Laguna Hills, CA AS
Jack Strube Laguna Hills, CA T&CFO
Viki Wolman Laguna Hills, CA AT
<PAGE> 24
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SACRAMENTO POWER
Leslie C. Confair Laguna Hills, CA D&P
Arnold R. Klann Laguna Hills, CA VP&T
Anthony J. Williams Laguna Hills, CA VP&S
<PAGE> 25
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NOTE: Other System companies are entities not having officers and directors.
Positions are indicated above by the following symbols:
AC -- Assistant Controller
AGC -- Assistant General Counsel
AO -- Account Officer
AS -- Assistant Secretary
AT -- Assistant Treasurer
C -- Controller
CEO -- Chief Executive Officer
CFO -- Chief Financial Officer
CM -- Chairman
COO -- Chief Operating Officer
D -- Director
ED -- Emeritus Director
EVP -- Executive Vice President
GC -- General Council
P -- President
S -- Secretary
SA -- Senior Attorney
SVP -- Senior Vice President
T -- Treasurer
VP -- Vice President
VCM -- Vice Chairman
<PAGE> 26
ITEM 6. OFFICERS AND DIRECTORS - Part II.
Financial Connections - The following is a list, as of December 31, 1993, of all
officers and directors of each System company who have financial connections
within the provisions of Section 17(c) of the Public Utility Holding Company Act
of 1935.
<TABLE>
<CAPTION>
Position Applicable
Held in Exemption
Name of Officer Financial Rule
or Director Name and Location of Financial Institution
Institution
(1) (2) (3) (4)
<S> <C> <S> <C>
CENTRAL AND SOUTH
WEST CORPORATION
Molly Shi Boren Liberty Bank and Trust, Tulsa, OK Director Rule 70(a)
Liberty Bancorp, Oklahoma City and Tulsa, Director Rule 70(a)
Ok
Robert W. Lawless Salomon Brothers Fund, New York, NY Director Rule 70(b)
Salomon Brothers Capital Fund, New York, Director Rule 70(b)
NY
Salomon Brothers Investors Fund, New Director Rule 70(b)
York, NY
Arthur E. Delaware Bancshares Inc., Walton, NY Director Rule 70(b)
Rasmussen The National Bank of Delaware County, Director Rule 70(b)
Walton, NY
James L. Powell Southwest Bancorp of Sanderson, Director Rule 70(a)
Sanderson, TX
First National Bank, Eldorado, TX Director Rule 70(a)
First National Bank, Mertzon, TX Advisory Rule 70(a)
Director
Thomas B. Walker, Goldman Sachs Group, L. P., Dallas, TX Limited Rule 70(b)
Jr. Partner
CENTRAL POWER AND
LIGHT COMPANY
Robert R. Carey Corpus Christi National Bank, Corpus Director Rule 70(f)
Christi, TX
Robert A. McAllen First National Bank, Edinburg, TX Consultant Rule 70(c)
Pete Morales, Jr. Devine State Bank, Devine, TX Director Rule 70(c)
Jim L. Peterson Mercantile Bank of Corpus Christi, Corpus Director Rule 70(c)
Christi, TX
H. Lee Richards Harlingen National Bank, Harlingen, TX Director Rule 70(c)
</TABLE>
<PAGE> 27
ITEM 6. OFFICERS AND DIRECTORS - Part II. (continued)
<TABLE>
<CAPTION>
Held in Exemption
Name of Officer Financial Rule
or Director Name and Location of Financial Institution
Institution
(1) (2) (3) (4)
<S> <C> <S> <C> <S> <C>
PUBLIC SERVICE OF OKLAHOMA
Paul K. Lackey, Western National Bancorporation, Tulsa, Director Rule 70(c)
Jr. OK;
Bank IV Oklahoma, Tulsa, OK Advisory Rule 70(c)
Director
Jack E. Raulston Security Bank and Trust Company, Lawton, Advisory Rule 70(c)
OK Director
SOUTHWESTERN ELECTRIC POWER COMPANY
Richard H. Bremer Commercial National Bank, Shreveport, LA Director Rule 70(f)
Dr. Frederick. E. State First National Bank, Texarkana, TX Director Rule 70(c)
Joyce
William C. Commercial National Bank, Shreveport, LA Director Rule 70(c)
Peatross
Jack L. Phillips Longview National Bank, Longview, TX Director Rule 70(c)
John W. Turk, Jr. Longview National Bank, Longview, TX Director Rule 70(c)
WEST TEXAS UTILITIES COMPANY
Glenn Files First National Bank of Abilene, Abilene, Director Rule 70(f)
TX
James M. Parker First Abilene Bankshares, Inc., Abilene, Director Rule 70(c)
TX;
First National Bank of Abilene, Abilene, Director Rule 70(c)
TX
F. L. Stephens First National Bank at Lubbock, Lubbock, Director Rule 70(c)
TX
</TABLE>
<PAGE> 28
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b)
NON-REPORTING COMPANIES:
Directors of companies not reporting under the Securities Exchange Act of 1934
receive no remuneration for their service in such capacity, except that
directors of Arklahoma receive directors' fees of $300. No Part III information
is given with respect to executive officers of System companies not reporting
under the Securities Exchange Act of 1934, none of whose capacities or
compensation in such capacities would cause such persons to be the chief
executive officer or one of the four other most highly compensated officers of
the first direct or indirect parent filing an Annual Report on
Form 10-K or a Proxy Statement in which the information below is disclosed.
REPORTING COMPANIES:
(a) COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS DURING 1993.
(b) INTEREST IN THE SECURITIES OF SYSTEM COMPANIES BY THE DIRECTORS AND
EXECUTIVE OFFICERS.
CENTRAL AND SOUTH WEST CORPORATION
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Corporation's executive compensation program has as its foundation the
following objectives:
* Maintaining a compensation program designed to support our corporate
goal of providing superior value to our shareholders and customers,
* Providing comprehensive programs which serve to facilitate the
recruitment, retention and motivation of qualified executives, and
* Rewarding our executives for achieving financial, operating and
personal objectives that produce a corresponding and direct return to
our shareholders in both the long-term and the short-term.
The Executive Compensation Committee of the Board (Committee) has designed the
Corporation's compensation programs around a strong pay-for-performance
philosophy. The Committee strives to maintain competitive levels of total
compensation as compared to peers in the utility industry.
The peer group the Corporation uses for purposes of determining each element of
compensation establishes rigorous standards for executive performance. The
Corporation selects only large, high credit quality utility companies, large
regional competitors and large electric utility holding companies to gauge
executive performance.
The Corporation's policy is to establish competitive pay at the average or mean
of the range of pay found at peer utilities for each component of compensation,
including base pay, annual and long-term incentives including stock option
grants. In addition, the Corporation maintains for each of its officers a
package of benefit and welfare plans, generally available to all employees,
including without limitation a health plan, a thrift plan and pension plan.
Should corporate or individual performance fluctuate from objectives or in
relation to the performance of peer executives, the level of total compensation
for the executive will increase or decrease accordingly.
<PAGE> 29
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
Base Pay.
An executive's base pay ties individual performance to defined standards of job
performance, accomplishments and progress toward individual goals and
objectives. An annual review of both individual performance and competitive pay
practices, using the average or mean of the competitive review, contribute to
the determination of an executive's base pay.
Incentive Programs--General.
The executive incentive programs seek to strike an appropriate balance of short-
term accomplishments with the Corporation's need to effectively plan for and
perform over the long-term. Their performance measures evaluate the executives'
performance against management's own expectations, customer satisfaction goals
and relative achievement when compared to the average or mean of the
Corporation's peer group.
Incentive Programs--Annual Incentive Plan.
The Annual Incentive Plan (AIP) directly ties specific individual goals with
corporate performance, current earnings per share growth, and other performance
measures such as customer satisfaction and price per kilowatt hour. Each
performance measure is weighted equally and is multiplied together to determine
the percent of overall target attained. Together, the objective measurements
determine whether an executive qualifies for 50 percent of the total AIP award.
The remainder is determined by a discretionary rating of the executive's overall
performance. Target awards are established as a percentage of salary range
midpoint. The total amount of an award that can be earned under the AIP is
limited to a range of 0 to 150 percent of target. AIP awards are made in the
form of cash, restricted stock and/or stock options. Each performance measure
must obtain a minimum level of performance equal to 50 percent or
greater of target to be included in the calculation. If minimum performance is
not achieved for any group of performance measures, then no bonus awards are
earned.
As the Corporation did not achieve its target earnings per share growth, there
were no payments made under the AIP for 1993.
Incentive Programs--Long-Term Incentive Plan.
The Central and South West Corporation 1992 Long-Term Incentive Plan (LTIP) also
incorporates a performance component. The LTIP measures the Corporation's total
shareholder return over a three-year cycle against the total shareholder return
of our peer group over the same three-year period. Awards are made in
restricted stock or stock options. Actual receipt of awards made in restricted
stock is dependent on relative total shareholder return for the Corporation over
a three-year performance period against a peer group of high-performing
utilities. Performance in the top three quartiles of the comparator group
results in a payout to participants. The LTIP began in 1992 and will make its
first payout in 1995 if plan performance measures are met.
The Corporation also utilizes stock options as a part of its LTIP. The stock
options, once vested, allow members of management to buy specified numbers of
shares of the Corporation's common stock at the exercise price, which to date
had been market price on the date of grant. Stock options are granted at the
discretion of the Committee. The last stock option grant was made in 1992.
The size of the grants is based on the competitive practice of the Corporation's
peer giving consideration to theirs and the Corporation's relative amounts of
other long-term incentive awards.
New Tax Considerations.
Recently enacted Section 162(m) of the Internal Revenue Code generally limits
the Corporation's federal income tax deduction for compensation paid to any one
executive officer named in the Corporation's proxy statement to one million
dollars. The limit does not apply to specified types of payments, including
most significantly payments that are not includible in the employee's gross
income, payments made to or from a tax-qualified plan, and compensation that
<PAGE> 30
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
meets the requirements for performance-based compensation. Under the new tax
law, the amount of an incentive award must be based entirely on an objective
formula, without any subjective consideration of individual performance, to be
considered performance-based.
The Committee has carefully considered the impact of this new tax law on the
incentive plans. At this time, the Committee believes it is in the
Corporation's and shareholders' best interests to retain the subjective
determination of individual performance under the AIP. Consequently, payments
under the AIP, if any, to the named executive officers may not qualify for a
deductibility exemption. The Corporation believes that amounts awarded under
the LTIP are deductible under the Internal Revenue Code. The Committee
believes that it is appropriate to continue with the existing
design and ensure that the tax deduction is retained.
The Committee is composed entirely of independent, outside directors. The
Committee annually reviews the operation and competitiveness of all aspects of
the Corporation's compensation program and retains an independent consultant to
assist with this review. By carefully and completely reviewing the compensation
programs offered the Corporation's executives, the Committee seeks to ensure
that the proper programs are in place to enable the Corporation to achieve its
strategic and operating objectives.
RATIONALE FOR CEO COMPENSATION
In 1993, the compensation of Mr. Brooks was determined as described above for
all of the Corporation's executives.
* Base pay adjustments were derived by reference to the average or mean base
pay paid to chief executive officers at other utilities within the
Corporation's peer group. In determining the appropriate level, the
committee considered overall corporate and individual performance over the
past year, emphasizing corporate performance measures. Mr. Brooks' annual
salary increased to $595,000 in November 1993.
* Mr. Brook's AIP incentive target award size also was derived by reference
to prevailing competitive market conditions for similar utility
organizations. Mr. Brooks' target AIP award for 1993 was established at 40
percent of his base salary range midpoint. For Mr. Brooks to receive a
bonus at target, among other things the Corporation's earnings per share
first had to meet an aggressive growth goal. In 1993, the Corporation did
not achieve its annual earnings per share target and no payments were made
to Mr. Brooks under the AIP.
* The amount of Mr. Brooks' LTIP target award in 1993 was derived by
reference to the competitive market average or mean. Mr. Brooks' 1993 LTIP
target award is $344,932 to be paid in shares of restricted stock in 1996 if
specified performance measures are met.
EXECUTIVE COMPENSATION COMMITTEE
Joe H. Foy, Chairman
Molly Shi Boren
Robert W. Lawless
James L. Powell
J. C. Templeton
<PAGE> 31
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
CSW
CASH AND OTHER FORMS OF COMPENSATION
The following table sets forth the aggregate cash and other compensation for
services rendered for the fiscal years of 1993, 1992, and 1991 paid or awarded
by the Corporation and its subsidiaries to the Corporation's Chief Executive
Officer and each of the four most highly compensated executive officers of the
Corporation (Named Executive Officers).
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Awards Payouts
Other
Annual Restricted Securities All Other
Name and Compen- Stock Underlying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($)(1) ($) (2) ($) (1)(3) SARs (#) ($)(2)(4)
<S><C> <C> <C> <C> <C> <C> <C> <C> <C>
E.R. Brooks 1993 549,167 57,265 20,579 57,236 - - 28,333
Chairman, 1992 490,000 89,076 13,981 89,063 28,596 - 27,498
President and 1991 430,000 59,062 - 62,974 - - -
Chief Executive
Officer
T.V. Shockley, III 1993 373,333 35,462 12,606 35,402 - - 24,796
Executive Vice 1992 332,500 54,900 11,022 54,858 18,529 - 24,065
President 1991 295,833 51,935 - 55,430 - - -
Harry D. Mattison 1993 363,333 38,773 9,538 38,750 - - 28,333
Executive Vice 1992 322,500 54,900 9,361 54,858 18,529 - 27,498
President 1991 285,833 47,406 - 50,554 - - -
Ferd. C. Meyer, Jr. 1993 307,167 30,688 12,346 30,632 - - 24,796
Senior Vice 1992 285,000 48,898 7,846 48,914 14,430 - 24,065
President and 1991 261,000 45,745 - 48,806 - - -
General Counsel
Glenn D. Rosilier 1993 294,450 32,117 11,872 32,084 - - 24,796
Senior Vice 1992 263,590 48,898 6,299 48,914 14,430 - 24,065
President and Chief 1991 231,333 25,343 - 27,048 - - -
Financial Officer
(1) Amounts in this column are paid or awarded in a calendar year
for performance in a preceding year.
(2) The 1991 amounts were omitted pursuant to the transitional provisions in
the revised rules on executive officer and director compensation disclosure
adopted by the SEC.
(3) Grants of restricted stock are administered by the Executive Compensation
Committee of the Board, which has the authority to determine the individuals
to whom and the terms upon which restricted stock grants shall be made. The
awards reflected in this column all have four-year vesting periods with 20%
of the stock vesting on the first, second and third anniversary dates of the
award and 40% vesting on the fourth such anniversary. Upon vesting, shares
of Common Stock are issued without restrictions. The individual receives
dividends and may vote shares of restricted stock, even before they are
vested. The amount reported in the table represents the market value of the
shares at the date of grant. As of the end of 1993, the aggregate
restricted stock holdings of each of the Named Executive Officers were:
<PAGE> 32
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
Restricted
Stock Held Market Value
Name at 12/31/93 at 12/31/93
E.R. Brooks 7,172 $ 216,953
T.V. Shockley, III 4,959 150,010
Harry D. Mattison 4,708 142,417
Ferd. C. Meyer, Jr. 4,414 133,524
Glenn D. Rosilier 3,561 107,720
(4) The 1993 amounts shown in this column for each of the Named Executive
Officers include $708 in personal liability insurance premiums and $17,013
of memorial gift insurance premiums, the latter of which represents an
average premium paid per participant for insurance that is based upon pooled
risk. The 1993 amounts shown in this column also include employer matching
payments to the Corporation's Thrift Plus plan of $10,612 each for Messrs.
Brooks and Mattison, and of $7,075 each for Messrs. Shockley, Meyer and
Rosilier.
</TABLE>
OPTION/SAR GRANTS
The Corporation made no grants of stock options or stock appreciation rights
(SARs) in 1993.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
Shown below is information regarding option/SAR exercises during 1993 and
unexercised options/SARs at December 31, 1993 for the Named Executive Officers.
<TABLE>
Aggregated Option/SAR Exercises in 1993
and Fiscal Year-End Option/SAR Values
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
at Year-End at Year-End ($)
Value
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable (1)
<S><C> <C> <C> <C> <C>
E.R. Brooks - - 9,531/19,065 5,957/11,916
T.V. Shockley, III - - 6,176/12,353 3,860/ 7,721
Harry D. Mattison - - 6,176/12,353 3,860/ 7,721
Ferd. C. Meyer, Jr. - - 4,810/ 9,620 3,006/ 6,013
Glenn D. Rosilier - - 4,810/ 9,620 3,006/ 6,013
(1) Based on the New York Stock Exchange December 31, 1993 closing price of the
Corporation's Common Stock of $30.25/share and the exercise price of
$29.625/share.
</TABLE>
LONG-TERM INCENTIVE PLAN AWARDS
The following table shows information concerning awards made to the Named
Executive Officers during 1993 under the Central and South West Corporation 1992
Long-Term Incentive Plan (LTIP):
<PAGE> 33
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
Long-Term Incentive Plan Awards in 1993
<TABLE>
<CAPTION>
Number of Performance Estimated Future Payouts under
Shares, Units or Other Non-Stock Price Based Plans
or Period Until
Other Rights Maturation Threshold Target Maximum
Name (#) or Payout ($) ($) ($)
<S><C> <C> <C> <C> <C> <C>
E.R. Brooks 1 2 years 0 344,932 517,398
T.V. Shockley, III 1 2 years 0 204,563 306,844
Harry D. Mattison 1 2 years 0 204,563 306,844
Ferd. C. Meyer, Jr. 1 2 years 0 160,624 240,936
Glenn D. Rosilier 1 2 years 0 160,624 240,936
</TABLE>
Payouts of the awards are contingent upon the Corporation's achieving a
specified level of total shareholder return, relative to a peer group of utility
companies, for the three-year period ended December 1995. Such return must also
exceed the average six-month treasury bill rate for the same period in order for
any payout to be made. If the Named Executive Officer's employment is
terminated during the performance period for any reason other than death, total
and permanent disability or retirement, then the award is generally canceled.
The LTIP contains a provision accelerating awards upon a change in control of
the Corporation. If a change in control of the Corporation occurs, (a) all
options and SARs become fully exercisable, (b) all restrictions, terms and
conditions applicable to all restricted stock are deemed lapsed and satisfied
and all performance units are deemed to have been fully earned, as of the date
of the change in control. Awards which have been granted and outstanding for
less than six months as of the date of change in control are not then
exercisable, vested or earned on an accelerated basis. The LTIP also contains
provisions designed to prevent circumvention of the above acceleration
provisions generally through coerced termination of an employee prior to
the change in control of the Corporation.
RETIREMENT PLANS
Pension Plan Table
Annual Benefits After
Average Compensation Specified Years of Credited Service
15 20 25 30 or more
$250,000 ..................... $ 62,625 $ 83,333 $104,167 $125,000
350,000 ..................... 87,675 116,667 145,833 175,000
450,000 ..................... 112,725 150,000 187,500 225,000
550,000 ..................... 137,775 183,333 229,167 275,000
650,000 ..................... 162,825 216,667 270,833 325,000
750,000 ..................... 187,875 250,000 312,500 375,000
Executive officers are eligible to participate in the tax-qualified, Central
and South West System Pension Plan like other employees of the Corporation.
Certain executive officers, including the Named Executive Officers, are also
eligible to participate in the Special Executive Retirement Plan (SERP), a non-
qualified ERISA excess benefit plan. Such Pension benefits depend upon years of
credited service, age at retirement and amount of covered compensation earned by
a participant. The annual normal retirement benefits payable under the pension
and the SERP are based on 1.67% of "Average Compensation" times the number of
years of credited service (reduced by (i) no more than 50% of a participant's
age 62 or later Social Security benefit and (ii) certain other offset benefits).
<PAGE> 34
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
"Average Compensation" is the covered compensation for the plans and equals the
average annual compensation (salary as reported in the Summary Compensation
Table) during the 36 consecutive months of highest pay during the 120 months
prior to retirement. The combined benefit levels in the table above, which
include both pension and SERP benefits, are based on retirement at age 65, the
years of credited service shown, continued existence of the plans without
substantial change and payment in the form of a single life annuity.
Respective years of credited service and ages, as of December 31, 1993, for the
Named Executive Officers are as follows: Mr. Brooks, 30 and 56; Mr. Shockley,
10 and 49; Mr. Mattison, 30 and 57; Mr. Meyer, 11 and 54; and Mr. Rosilier, 18
and 46. In addition, Mr. Shockley and Mr. Meyer have arrangements with the
Corporation under which they will receive a total of 30 years of credited
service under the SERP if they remain employed by the Corporation through ages
60 and 65, respectively. In 1992, Mr. Meyer completed five consecutive
years of employment which entitled him to receive five additional years of
credited service under the SERP as included in his years of credited
service set forth above in this paragraph.
Meetings and Compensation
The Board held six regular meetings and six special meetings during 1993.
Directors who are not also officers and employees of the Corporation receive
annual directors' fees of $24,000 ($12,000 of which will be paid in cash and
$12,000 in restricted stock) for serving on the Board and a fee of $1,250 per
day plus expenses for each meeting of the Board or committee attended. The
Board has standing Policy, Audit, Executive Compensation and Nominating
Committees. Chairmen of the Audit, Executive Compensation and Nominating
Committees receive annual fees of $6,000, $3,500 and $3,500, respectively,
to be paid in cash in addition to regular directors' and meeting
fees. Committee chairmen and committee members who are also officers and
employees of the Corporation receive no annual directors', chairman's or meeting
fees.
The Corporation maintains a memorial gift program for all of its current
directors, directors who retired since 1992 and certain executive officers.
Retired directors eligible for the memorial gift program are: M. L. Borchelt,
Drayton McLane, Jr., Jame M. Moroney, Jr., and Samuel W. White, Jr. Under this
program, the Corporation will make donations in a director's or officer's name
to up to three charitable organizations of an aggregate of $500,000, payable by
the Corporation upon such person's death. The Corporation maintains corporate-
owned life insurance policies to fund the program. The annual premiums paid by
the Corporation are based on pooled risks and average $17,013 per participant.
Mr Biggs also is compensated as a consultant to the Corporation.
All current directors attended more than 75 percent of the total number of
meetings held by the Board and each committee on which such directors served in
1993, except for Mr. Walker. Although in 1993 Mr. Walker attended more than 75
percent of the total number of meetings held by the Board, he was unable to
attend three of seven meetings of Board committees on which he served.
Compensation Committee Interlocks and Insider Participation
No person serving during 1993 as a member of the Executive Compensation
Committee of the Board served as an officer or employee of the Corporation or
any of its subsidiaries during or prior to 1993. Mr. Biggs, who served on the
Corporation's Executive Compensation Committee for a portion of 1993, is a party
to a Memorandum of Agreement with the Corporation. Such Committee neither
approved nor recommended the approval of the Memorandum of Agreement with Mr.
Biggs, which was unanimously approved by the Board with Mr. Biggs being absent
from the vote. Neither the Executive Compensation Committee nor Mr. Biggs
participated in any decisions about executive compensation during the period the
Memorandum of Agreement was under consideration by the Board.
<PAGE> 35
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
No person serving during 1993 as an executive officer of the Corporation serves
or has served on the compensation committee or as a director of another company,
one of whose executive officers serves as a member of the Executive Compensation
Committee or as a director of the Corporation.
Security Ownership of Management
The following table shows securities beneficially owned as of December 31, 1993
by each director and nominee, the chief executive officer and the four other
most highly compensated executive officers and, as a group, all directors and
executive officers of the Corporation. Share amounts shown in this table
include options exercisable within 60 days after year-end, restricted stock,
shares of Common Stock credited to Thrift Plus accounts, and all other shares of
Common Stock beneficially owned by the listed persons. Each person has sole
voting and sole investment power with respect to all shares listed in the table
below unless otherwise indicated.
Common Stock
Percent
Name Shares(1) of Class (2)
T. J. Barlow 15,854 --
Glenn Biggs 12,854 --
Molly Shi Boren 1,129 --
E. R. Brooks 60,959 --
Joe H. Foy 8,288 --
Robert W. Lawless 1,334 --
Harry D. Mattison 24,675 --
Ferd. C. Meyer, Jr. 13,588 --
James L. Powell 2,443 --
Arthur E. Rasmussen 8,516 --
Glenn D. Rosilier 28,260 --
Thomas V. Shockley, III 19,602 --
J. C. Templeton 2,054 --
Thomas B. Walker, Jr. 6,854 --
Lloyd D. Ward 300 --
All of the above and other executive officers
as a group
(CSW Directors and Executive) 297,557 --
(1) Shares for Messrs. Brooks, Mattison, Meyer, Rosilier and Shockley, and
CSW Directors and Executives include 7,172; 4,708; 4,414; 3,561; 4,959; and
45,112 shares of restricted stock, respectively. These individuals
currently have voting power, but not investment power, with respect to these
shares. The above shares also include 9,531; 6,176; 4,810; 4,810; 6,176;
and 63,690 shares underlying immediately exerciable options held by Messrs.
Brooks, Mattison, Meyer, Rosilier and Shockley, and CSW Directors and
Executives, respectively.
(2) Percentages are all less than one percent and therefore are omitted.
<PAGE> 36
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
CPL
CASH AND OTHER FORMS OF COMPENSATION
The following table sets forth the aggregate cash and other compensation for
services rendered for services rendered for the fiscal years of 1993, 1992, and
1991 paid or awarded by CPL to the Named Executive Officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
CSW
Other CSW Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($)(1) ($)(1)(2) ($)(1)(4) (#) ($) ($)(2)(5)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Robert R. 1993 272,893 32,943 9,548 33,608 - - 27,587
Carey, 1992 248,384 47,150 5,718 47,151 12,431 - 27,498
President 1991 223,475 45,092 - 48,116 - - -
and CEO
Dale E. Ward 1993 143,681 8,407 4,816 8,531 - - 5,920
Vice 1992 134,858 10,269 1,339 10,266 3,135 - 5,838
President, 1991 127,717 8,161 - 8,740 - - -
Engineering
and Production(6)
B. W. Teague 1993 128,308 5,085 4,169 5,143 - - 5,309
Vice 1992 122,200 9,905 1,885 9,874 3,135 - 5,449
President, 1991 109,665 5,542 - 5,888 - - -
Marketing
and
Business
Development
J. Gonzalo 1993 120,327 7,878 4,963 7,986 - - 4,221
Sandoval 1992 111,107 13,583 27,649 - 2,916 - 3,333
Vice 1991 93,650 6,331 - - - - -
President,
Operations/
Engineering
C. Wayne 1993 119,628 7,664 2,279 - - - 1,049
Stice(7) 1992 112,854 8,403 2,486 - 2,295 - -
Assistant 1991 106,686 6,792 - - - - -
to the
President,
Corporate
Secretary
(1) Amounts in this column are paid or awarded in a calendar year for
performance in a preceding year.
(2) The 1991 amounts are omitted pursuant to the transitional provisions in the
revised rules on executive officer and director compensation disclosure
adopted by the Securities and Exchange Commission (SEC).
<PAGE> 37
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
(3) Amounts of perquisites and other personal benefits are included in this
column only if they exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported. Each such item that exceeds 25% of the total
amount of perquisites and other personal benefits reported for each Named
Executive Officer is identified below.
Mr. Sandoval was reimbursed $18,745 for moving expenses in 1992.
(4) Grants of restricted stock are administered by the Executive Compensation
Committee of CSW's Board of Directors, which has the authority to determine
the individuals to whom and the terms on which restricted stock grants shall
be made. The awards reflected in this column all have four-year vesting
periods with 20% of the CSW common stock vesting on the first, second and
third anniversary dates of the award and 40% vesting on the fourth such
anniversary. Upon vesting, shares of CSW common stock are issued without
restrictions. The individuals received dividends and may vote shares of
restricted stock, even before such shares have vested. The
amount reported in the table represents the market value of the shares at
the date of grant. As of the end of 1993, the aggregate restricted stock
holdings of each of the Named Executive Officers were:
Restricted
Stock Held Market Value
Name at 12/31/93 at 12/31/93
Robert R. Carey 3,963 $119,881
Dale E. Ward 948 28,677
B. W. Teague 726 21,962
J. Gonzalo Sandoval 264 7,986
C. Wayne Stice - -
(5) Amounts shown in this column consist of the annual
employer matching payments to CSW's Thrift Plus Plan.
The 1993 and 1992 amounts in this column for Mr.
Carey also includes the average amounts of premiums paid per participant in
those years under CSW's memorial gift program. For 1993, this average was
$17,013. Under this program for certain executive officers, directors and
retired directors from the CSW System, CSW will make a donation in the
participant's name to up to three organizations of an aggregate of $500,000,
payable by CSW upon the participant's death and funded by term life
insurance coverage. Actual premiums paid are based on pooled risks for
groups of participants.
(6) Mr. Ward transferred to Central and South West Services, Inc. in January
1994.
(7) Mr. Stice retired from CPL in February 1994.
</TABLE>
OPTION/SAR GRANTS
No grants of CSW common stock options or CSW SARs were made in 1993.
<PAGE> 38
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
Shown below is information regarding CSW common stock option/SAR exercises
during 1993 and unexercised CSW common stock options/SARs at year-end for the
Named Executives Officers.
Aggregated CSW Option/SAR Exercises in 1993
and Fiscal Year-End CSW Option/SAR Values
Number of CSW
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options/SARs Options/SARs
on Value at Year-End at
Exercise Realized (#) Year-End ($)
Name (#) ($) Exercisable/ Exercisable/
Unexercisable Unexercisable(1)
Robert R. Carey - - 5,643/8,288 3,527/5,180
Dale E. Ward - - 1,045/2,090 653/1,306
B. W. Teague 1,045 3,004 0/2,090 0/1,306
J. Gonzalo Sandoval - - 971/1,945 607/1,216
C. Wayne Stice 500 8,375 1,015/1,530 634/956
(1) Based on the New York Stock Exchange December 31, 1993 closing price of
CSW's common stock of $30.25 per share and an exercise price of $29.625 per
share.
LONG-TERM INCENTIVE PLAN AWARDS TABLE
The following table shows information concerning awards made to the Named
Executive Officers during 1993 under CSW's Long-Term Incentive Plan ("LTIP"):
Long-Term Incentive Plan - Awards 1993
Estimated Future Payouts under Non-
Stock Price-Based Plans
Performance
Number of or Other
CSW Shares, Period Until Threshold Target Maximum
Name Units or Maturation or ($) ($) ($)
Other Rights Payout
(#)
Robert R. Carey 1 2 Years - 137,238 205,857
Dale E. Ward 1 2 Years - 28,105 42,158
B. W. Teague 1 2 Years - 28,105 42,158
J. Gonzalo Sandoval 1 2 Years - 28,105 42,158
C. Wayne Stice 1 - - - -
Payouts of the awards are contingent upon CSW's achieving a specified level or
total shareholder return, relative to a peer group of utility companies, for the
three-year period ended December 1995. Such return must also exceed the average
six-month treasury bill rate for the same period in order for any payout to be
made. If the Named Executive Officer's employment is terminated during the
performance period for any reason other than death, total and permanent
disability or retirement, then the award is generally canceled.
The LTIP contains provisions accelerating awards upon a change in control of
CSW. If a change in control of CSW occurs, (a) all options and SARs become
fully exercisable, (b) all restrictions, terms and conditions applicable to all
restricted stock are deemed lapsed and satisfied and (c) all performance units
are deemed to have been fully earned, as of the date of the change in control.
Awards which have been granted and outstanding for less than six months as of
the date of change in control are not then exercisable, vested or earned on an
accelerated basis. The LTIP also contains provisions designed to prevent
circumvention of the above acceleration provisionsgenerally through coerced
termination of an employee prior to the change in control of CSW.
<PAGE> 39
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
RETIREMENT PLANS
Pension Plan Table
Annual Benefits After
Average Compensation Specified Years of Credited Service
20 25 30 or more
$100,000 ...................... $ 33,333 $ 41,667 $ 50,000
150,000 ...................... 50,000 62,500 75,000
200,000 ...................... 66,667 83,333 100,000
250,000 ...................... 83,333 104,167 125,000
300,000 ...................... 100,000 125,000 150,000
350,000 ...................... 116,667 145,833 175,000
Executive officers are eligible to participate in the tax-qualified, CSW Pension
Plan like other employees of CPL. Certain executive officers, including the
Named Executive Officers, are also eligible to participate in the CSW Special
Executive Retirement Plan (SERP), a non-qualified Employee Retirement Income
Security Act (ERISA) excess benefit plan. Such pension benefits depend upon
years of credited service, age at retirement and amount of covered compensation
earned by a participant. The annual normal retirement benefits payable under
the pension and the SERP are based on 1.67% of "average compensation" times the
number of years of credited service (reduced by (i) no more than 50% of a
participant's age 62 or later Social Security benefit, and (ii) certain other
offset benefits).
"Average compensation" means the average covered compensation (salary as
reported in the Summary Compensation Table) during the 36 consecutive months of
highest pay during the 120 months prior to retirement. The combined benefit
levels in the table above, which include both pensions and SERP, are based on
assumed retirement at age 65, the years of credited service shown, continued
existence of the plans without substantial change, and payment in the form of a
single life annuity.
Respective years of credited service and ages, as of December 31, 1993, for the
Named Executive Officers are as follows: Mr. Carey, 26 and 56; Mr. Stice, 30
and 56; Mr. Ward, 21 and 46; Mr. Sandoval, 20 and 45; and Mr. Teague, 30 and 55.
Meetings and Compensation.
The Board of Directors held four meetings during 1993. Directors who are not
also executive officers and employees of CPL or its affiliates receive annual
directors' fees of $6,000 for serving on the Board and a fee of $300 plus
expenses for each meeting of the Board or committee attended.
Those directors who are not also officers of CPL are eligible to participate in
a deferred compensation plan. Under this plan such directors may elect to defer
payment of annual directors' and meeting fees until they retire from the Board
or as they otherwise direct.
Compensation Committee Interlocks and Insider Participation
No person serving during 1993 as a member of the Executive Compensation
Committee of the Board of Directors of CSW served as an officer or employee of
CPL during or prior to 1993. No person serving during 1993 as an executive
officer of the Company serves or has served on the compensation committee or as
a director of another company, one of whose executive officers serves as a
member of the Executive Compensation Committee or CSW or as a director of CPL.
Security Ownership of Management
The following table shows CSW common stock beneficially owned as of December 31,
1993, by each director, the Named Executive Officers and, as a group, all
directors and executive officers of CPL.
<PAGE> 40
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
Share amounts shown in this table include restricted stock, options exercisable
within 60 days after year-end shares of CSW common stock credited to Central and
South West Corporation Thrift plan accounts, and all other shares of CSW common
stock beneficially owned by the listed persons. Each person has a sole voting
and investment power with respect to all shares listed in the table below unless
otherwise indicated.
Beneficial Ownership as of December 31,
1993
CSW Common
Stock (1)(2)
Name
E. R. Brooks 60,959
Robert R. Carey 10,734
Ruben M. Garcia --
Robert A. McAllen 2,000
Pete Morales, Jr. --
S. Loyd Neal, Jr. 323
Jim L. Peterson --
H. Lee Richards --
Melanie J. Richardson 757
J. Gonzalo Sandoval 6,225
C. Wayne Stice 4,087
B. W. Teague 2,701
Gerald E. Vaughn 500
Dale E. Ward 8,659
All of the above and other
executive officers as a group 99,192
(1) Included in these amounts for Mr. Brooks, Mr. Carey, Mr. Mattison, Mr.
Stice, Mr. Ward, Mr. Teague and Mr. Sandoval are restricted stock of 7,172;
3,963; 4,708; 0; 948; 726; and 264, respectively. These individuals have
voting power, but not investment power with respect to these shares. The
above shares also include 9,531; 5,643; 6,176; 1,015; 1,045; 0; 971; and 938
shares underlying immediately exercisable options held by Mr. Brooks, Mr.
Carey, Mr. Mattison, Mr. Stice, Mr. Ward, Mr. Teague, Mr. Sandoval and the
directors and executive officers as a group, respectively.
(2) All directors' and executive officers' shares owned as of January
1, 1994, as indicated are owned directly and aggregate less than one percent
of the outstanding shares of such class.
<PAGE> 41
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
PSO
Cash and Other Forms of Compensation.
The following table sets forth the aggregate cash and other compensation for
services rendered for the fiscal years of 1993, 1992, and 1991 paid or awarded
by PSO to the Named Executive Officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
CSW
Other CSW Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($)(1) ($)(2)(3) ($)(1)(4) (#) ($) ($)(2)(5)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Robert L. 1993 238,269 24,051 3,927 24,503 - - 26,835
Zemanek, 1992 197,519 12,255 561 12,292 10,638 - 7,825
President 1991 121,958 8,372 - 8,924 - - -
and CEO
Martin E. 1993 148,447 26,376 152 26,892 - - 17,013
Fate, Jr., 1992 275,000 48,149 3,353 48,159 - - 27,498
Vice 1991 275,000 44,140 - 47,104 - - -
Chairman of
the Board
of
Directors(6)
(Retired)
Waldo J. 1993 128,866 4,988 2,571 5,052 - - 5,347
Zerger, 1992 121,097 11,874 875 11,838 3,135 - 5,449
Vice 1991 112,698 3,142 - 3,358 - - -
President,
Operations
and
Engineering
E. Michael. 1993 120,120 5,385 3,359 5,475 - - 4,109
Williams, 1992 48,231 - 26,580 - 3,135 - 3,388
Vice 1991 - - - - - - -
President
Engineering
and Pro-
duction(6)
(Resigned)
Mary M. 1993 127,403 4,635 3,071 4,179 - - 3,518
Polfer, 1992 120,835 13,248 670 15,320 - - 3,854
Vice 1991 112,750 - - - - - -
President,
Admin-
istration
(1) Amounts in this column are paid or awarded in a calendar year for
performance in a preceding year.
<PAGE> 42
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
(2) The 1991 amounts were omitted pursuant to the transitional provisions
in the revised rules on executive officer and director compensation
disclosure adopted by the SEC.
(3) Amounts of perquisites and other personal benefits are included in this
column only if they exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported. Each item that exceeds 25% of the total amount
of perquisites and other personal benefits reported for each Named Executive
Officer is identified below.
Mr. Williams was reimbursed $18,067 for moving expenses in 1992.
(4) Grants of restricted stock are administered by the Executive
Compensation Committee of CSW's Board of Directors which has the authority
to determine the individuals to whom and the terms upon which restricted
stock grants shall be made. The awards reflected in this column all have
four-year vesting periods with 20% of the CSW Common Stock vesting on the
first, second and third anniversary dates of the award and 40% vesting on
the fourth such anniversary. Upon vesting, shares of CSW common stock are
issued without restrictions. The individuals receive dividends and may vote
shares of restricted stock, even before such shares have vested. The amount
reported in the table represents the market value of the shares at the date
of the grant. As of the end of 1993, the aggregate restricted stock
holdings of each of the Named Executive Officers were:
Restricted
Stock Held Market Value
Name at 12/31/93 at 12/31/93
Robert L. Zemanek 1,432 $43,318
Martin E. Fate, Jr. - -
Waldo J. Zerger, Jr. 633 19,148
E. Michael Williams 181 5,475
Mary M. Polfer 576 17,424
(5) Amounts shown in this column consist of the annual employer matching
payments to CSW's Thrift Plus Plan. The 1993 amounts in this column for
Messrs. Zemanek and Fate each also include $17,013, representing the average
amounts of premiums paid per participant under CSW's memorial gift program.
In addition, the 1992 amount for Mr. Fate includes similar premiums. Under
this program for certain executive officers, directors and retired directors
from the CSW System, CSW will make a donation in the participant's name to
up to three organizations of an aggregate of $500,000, payable by CSW upon
the participant's death and funded by term life insurance coverage. Actual
premiums paid are based on pooled risks for groups participants.
(6) Mr. Fate retired in May 1993. Mr. Williams was employed by a CSW affiliate
in January 1994.
Mr. Williams' 1992 compensation represents only amounts paid by PSO. Prior
to July 1992, Mr. Williams was employed and paid by a CSW affiliate.
</TABLE>
Option/SAR Grants.
No grants of CSW stock options or CSW stock appreciation rights were made in
1993.
<PAGE> 43
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
Option/SAR Exercises and Year-End Value Table
Shown below is information regarding CSW Common Stock option/SAR exercises
during 1993 and unexercised CSW Common Stock options/SAR's at December 31, 1993
for the Named Executive Officers.
Aggregated CSW Option/SAR Exercises in 1993
and Year-End CSW Option/SAR Values
Number of CSW
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options/SARs Options/SARs
on Value at Fiscal at
Exercise Realized Year-End (#) Fiscal Year-
Name (#) ($) Exercisable/ End ($)
Unexercisable Exercisable/
Unexercisable(1)
Robert L. Zemanek - - 5,046/7,092 3,154/4,433
Martin E. Fate, Jr. - - 0/0 0/0
Waldo J. Zerger, Jr. - - 1,045/2,090 653/1,306
E. Michael Williams - - 3,445/2,090 2,153/1,306
Mary M. Polfer - - 971/1,945 607/1,216
(1) Based on the New York Stock Exchange December 31, 1993 closing price of
CSW's Common Stock of $30.25 per share and an exercise price of $29.625 per
share.
LONG-TERM INCENTIVE PLAN AWARDS
The following table shows information concerning awards made to the Named
Executive Officers during 1993 under the 1992 Central and South West Corporation
LTIP:
LTIP Awards made in 1993
Estimated Future Payouts under Non-
Stock Price-Based Plans
Performance
Number of or Other
CSW Shares, Period Until Threshold Target Maximum
Name Units or Maturation or ($) ($) ($)
Other Rights Payout
(#)
Robert L. Zemanek 1 2 Years - 127,662 191,493
Martin E. Fate, Jr. - - - - -
Waldo J. Zerger, Jr. 1 2 Years - 28,105 42,158
E. Michael Williams 1 2 Years - 28,105 42,158
Mary M. Polfer 1 2 Years - 26,137 39,206
Payout of the awards are contingent upon CSW achieving a specified level of
total shareholder return, relative to a peer group of utility companies, for the
three-year period ended December 1995. Such return must also exceed the average
six-month treasury bill rate for the same period in order for any payout to be
made. If the Named Executive Officer's employment is terminated during the
performance period for any reason other than death, total and permanent
disability or retirement, then the award is generally canceled.
The CSW 1992 LTIP contains a provision accelerating awards upon a change in
control of CSW. If a change in control of CSW occurs, (a) all options and SARs
become fully exercisable, (b) all restrictions, terms and conditions applicable
to all restricted stock are deemed lapsed and satisfied and (c) all performance
units are deemed to have been fully earned, as of the date of the change in
control. Awards which have been granted and outstanding for less than six
months as of the date of change in control are not then exercisable, vested or
earned on an accelerated basis. The LTIP also contains provisions designed to
prevent circumvention of the above acceleration provisions generally through
coerced termination of an employee prior to change in control of CSW.
<PAGE> 44
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
RETIREMENT PLANS
Pension Plan Table
Annual Benefits After
Average Compensation Specified Years of Credited Service
15 20 25 30 or more
$100,000 ......... $ 25,050 $ 33,333 $ 41,667 $ 50,000
150,000 ......... 37,575 50,000 62,500 75,000
200,000 ......... 50,100 66,667 83,333 100,000
250,000 ......... 62,625 83,333 104,167 125,000
300,000 ......... 75,150 100,000 125,000 150,000
350,000 ......... 87,675 116,667 145,833 175,000
Executive officers are eligible to participate in the tax-qualified, Central and
South West Pension Plan like other employees of PSO. Certain executive
officers, including the Named Executive Officers, are also eligible to
participate in the SERP, a non-qualified ERISA excess benefit plan. Such
pension benefits depend upon years of credited service, age at retirement and
amount of covered compensation earned by a participant. The annual normal
retirement benefits payable under the pension and the SERP are based on 1.67%
of "average compensation" times the number of years of credited service (reduced
by (i) no more than 50% of a participant's age 62 or later Social Security
benefit and (ii) certain other offset benefits).
"Average compensation" is the covered compensation for the plans and equals the
average annual compensation (salary as reported in the Summary Compensation
Table) during the 36 consecutive months of highest pay during the 120 months
prior to retirement. The combined benefit levels in the table above, which
include both pensions and SERP benefits, are based on retirement at age 65, the
years of credited service shown, continued existence of the plans without
substantial change, and payment in the form of a single life annuity.
Respective years of credited service and ages, as of December 31, 1993, for the
Named Executive Officers are as follows: Mr. Zemanek, 21 and 44; Mr. Fate, 30
and 61; Ms. Polfer, 3 and 49; Mr. Williams, 21 and 45; and Mr. Zerger, 23 and
47.
Meetings and Compensation.
The Board of Directors held seven meetings during 1993. Directors who are not
also executive officers and employees of PSO or its affiliates receive annual
directors' fees of $6,000 for serving on the Board and a fee of $300 plus
expenses for each meeting of the Board or committee attended.
Compensation Committee Interlocks and Insider Participation.
No person serving during 1993 as a member of the Executive Compensation
Committee of the Board of Directors of CSW served as an officer or employee of
PSO during or prior to 1993. No person serving during 1993 as an executive
officer of PSO serves or has served on the compensation committee or as a
director of another company, one of whose executive officers serves as a member
of the Executive Compensation Committee of CSW or as a director of PSO.
<PAGE> 45
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
Security Ownership of Management
The following table shows securities beneficially owned as of December 31, 1993
by each director and nominee, the Named Executive Officers and, as a group, all
directors and executive officers of PSO. Share amounts shown in this table
include shares of restricted stock, options exercisable within 60 days after
year end, shares of CSW common stock credited to Central and South West
Corporation Thrift Plus plan accounts, and all other shares of CSW common stock
beneficially owned by the listed persons. Each person has sole voting and
investment power with respect to all shares listed in the table below unless
otherwise indicated.
CSW Common
Stock
Name (1)(2)(3)
E. R. Brooks 60,959
Harry A. Clarke --
Paul K Lackey, Jr. --
Paula Marshall-Chapman --
Harry D. Mattison 24,675
William R. McKamey 11,051
Mary M. Polfer 2,047
Jack E. Raulston --
Dr. Robert B. Taylor, Jr. --
Robert L. Zemanek 7,570
Waldo J. Zerger, Jr. 7,491
E. Michael Williams 3,895
Martin E. Fate, Jr. 52,705
All of the above and other
executive officers as a group 175,162
(1) Included in these amounts for Mr. Brooks, Mr. Mattison, Mr.
Zemanek, Ms. Polfer, Mr. Williams, Mr. Zerger and the directors and other
executive officers as a group include restricted stock of 7,172; 4,708;
1,432; 576; 181; 633; and 14,702, respectively. These individuals have
voting power, but not investment power with respect to these shares. The
above shares also include 9,531; 6,176; 5,046; 971; 3,445; 1,045; and 28,104
shares underlying immediately exercisable options held by Mr. Brooks, Mr.
Mattison, Mr. Zemanek, Ms. Polfer, Mr. Williams, Mr. Zerger and the
directors and executive officers as a group, respectively.
(2) All directors' and executive officers' shares owned as of December
31, 1993 as indicated, and aggregate less than 1.0% of the outstanding
shares of such class.
(3) Mr. Williams was employed by a CSW affiliate in January 1994. Mr. Fate
retired in May 1993.
<PAGE> 46
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
SWEPCO
Cash and Other Forms of Compensation.
The following table sets forth the aggregate cash and other compensation for
services rendered for the fiscal years of 1993, 1992 and 1991 paid or awarded by
SWEPCO to the Named Executive Officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
CSW
Other CSW Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($)(1) ($)(2)(3) ($)(1)(4) (#) ($) ($)(2)(5)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Richard H. 1993 263,833 36,017 13,206 36,724 - - 24,088
Bremer 1992 239,167 51,646 45,720 51,685 12,431 - 24,065
President 1991 206,667 21,779 - 23,276 - - -
and CEO
Dennis M. 1993 146,066 7,754 6,097 7,865 - - 3,976
Sharkey 1992 127,868 11,542 3,842 11,586 2,916 - 3,836
Vice 1991 115,652 9,432 - 10,028 - - -
President(6)
Marvin R. 1993 126,620 8,196 5,769 8,319 - - 5,197
McGregor 1992 114,340 10,064 3,815 10,075 3,135 - 5,145
Vice 1991 99,531 3,030 - 3,266 - - -
President,
Michael L. 1993 132,512 7,812 26,620 7,956 - - 5,440
Heard 1992 121,248 10,965 4,058 10,982 3,135 - 5,456
Vice 1991 108,952 3,434 - 3,680 - - -
President(6)
Michael H. 1993 126,215 7,140 30,742 7,260 - - 5,188
Madison 1992 51,100 852 36,321 - - - 4,983
Vice 1991 - - - - - - -
President(7)
(1) Amounts in this column are paid or awarded in a calendar year for
performance in a preceding year.
(2) The 1991 amounts were omitted pursuant to the transitional provisions
in the revised rules on executive officer and director compensation
disclosure adopted by the SEC.
(3) Amounts of perquisites or other personal benefits are included in this
column only if they exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported. Each item that exceeds 25% of the total amount
of perquisites and other personal benefits reported for each Named Executive
Officer is identified below.
In 1993, Mr. Heard was reimbursed $5,225 for club dues and Mr. Heard and Mr.
Madison were reimbursed $7,627 and $14,848, respectively, for moving
expenses.
<PAGE> 47
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
In 1992, a portion of Mr. Bremer's use of company aircraft resulted in
taxable income to him. While the value of such usage cannot be precisely
determined, SWEPCO estimated that such usage by Mr. Bremer resulted in
incremental costs of $4,628. Mr. Bremer was reimbursed $15,091 for the cost
of certain club dues. In 1992, Mr. Madison was reimbursed $34,697 for
moving expenses.
(4) Grants of restricted stock are administered by the Executive Compensation
Committee of CSW's Board of Directors which has the authority to determine
the individuals to whom and the terms upon which restricted stock grants
shall be made. The awards reflected in this column all have four-year
vesting periods with 20% of the CSW Common Stock vesting on the first,
second and third anniversary dates of the award and 40% vesting on
the fourth such anniversary. Upon vesting, shares of CSW common stock are
issued without restrictions. The individuals receive dividends and
may vote shares of restricted stock, even before such shares have vested.
The amount reported in the table represents the market value of the shares
at the date of the grant. As of the end of 1993, the aggregate restricted
stock holdings of the Named Executive Officers were:
Restricted
Stock Held Market Value
Name at 12/31/93 at 12/31/93
Richard H. Bremer 3,464 $104,786
Dennis M. Sharkey 892 26,983
Marvin R. McGregor 681 20,600
Michael L. Heard 707 21,387
Michael H. Madison 636 19,239
(5) Amounts shown in this column consist of the annual employer matching
payments to CSW's Thrift Plus Plan. The 1993 amounts in this column for
Mr. Bremer also includes $17,013 of insurance premiums representing the
average amount paid per participant under CSW's memorial gift program.
Under this program for certain executive officers, directors and retired
directors from the CSW System, CSW will make a donation in the
participant's name to up to three organizations of an aggregate of
$500,000, payable by CSW upon the participant's death and funded by
term life insurance coverage. Actual premiums paid are based on pooled
risks for groups of participants.
(6) Mr. Sharkey resigned from SWEPCO and from the Board of Directors effective
December 31, 1993, and is now employed by WTU, an affiliate of SWEPCO. Mr.
Heard resigned from the Board of Directors effective December 31, 1993, but
remains an employee of SWEPCO.
(7) Mr. Madison was employed by WTU, an affiliate of SWEPCO, during a portion
of 1992.
</TABLE>
Option/SAR Grants.
No grants of CSW stock options or CSW stock appreciation rights (SARs) were made
in 1993.
<PAGE> 48
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
Option/SAR Exercises and Year-End Value Table
Shown below is information regarding CSW Common Stock option/SAR exercises
during 1993 and unexercised CSW Common Stock options/SARs at December 31, 1993
for the Named Executive Officers.
Aggregated CSW Option/SAR Exercises in 1993
and Year-End CSW Option/SAR Values
Number of CSW
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options/SARs Options/SARs
on Value at Fiscal at
Exercise Realized Year-End (#) Fiscal Year-
Name (#) ($) Exercisable/ End ($)
Unexercisable Exercisable/
Unexercisable
(1)
Richard H. Bremer - - 4,143/8,288 2,589/5,180
Dennis M. Sharkey - - 7,371/1,945 4,607/1,216
Marvin R. McGregor - - 1,045/2,090 653/1,306
Michael L. Heard - - 1,045/2,090 653/1,306
Michael H. Madison - - 1,045/2,090 653/1,306
(1) Based on the New York Stock Exchange December 31, 1993 closing price of
CSW's Common Stock of $30.25 per share and an exercise price of $29.625 per
share.
LONG-TERM INCENTIVE PLAN AWARDS TABLE
The following table shows information concerning awards made to the Named
Executive Officers during 1993 under the Central and South West Corporation 1992
Long-Term Incentive Plan (LTIP).
LTIP Awards Made in 1993
Estimated Future Payouts under Non-
Stock Price-Based Plans
Performance
Number of or Other
CSW Shares, Period Until Threshold Target Maximum
Name Units or Maturation or ($) ($) ($)
Other Rights Payout
(#)
Richard H. Bremer 1 2 Years 0 137,238 205,857
Dennis M. Sharkey 1 2 Years 0 26,137 39,206
Marvin R. McGregor 1 2 Years 0 28,105 42,158
Michael L. Heard 1 2 Years 0 28,105 42,158
Michael H. Madison 1 2 Years 0 28,105 42,158
Payout of the awards are contingent upon CSW achieving a specified level of
total shareholder return, relative to a peer group of utility companies, for the
three-year period ended December 1995. Such return must also exceed the average
six-month treasury bill rate for the same period in order for any payout to be
made. If the Named Executive Officer's employment is terminated during the
performance period for any reason other than death, total and permanent
disability or retirement, then the award is generally canceled.
The LTIP contains a provision accelerating awards upon a change in control of
CSW. If a change in control of CSW occurs, (a) all options and SARs become
fully exercisable, (b) all restrictions, terms and conditions applicable to all
restricted stock are deemed lapsed and satisfied and (c) all performance units
are deemed to have been fully earned, as of the date of the change in control.
Awards which have been granted and outstanding for less than six months as of
the date of change in control are not then exercisable, vested or earned on an
accelerated basis. The LTIP also contains provisions designed to prevent
circumvention of the above acceleration provisions generally through coerced
termination of an employee prior to change in control of CSW.
<PAGE> 49
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
RETIREMENT PLANS
Pension Plan Table
Annual Benefits After
Average Compensation Specified Years of Credited Service
15 20 25 30 or more
$100,000 ......... $ 25,050 $ 33,333 $ 41,667 $ 50,000
150,000 ......... 37,575 50,000 62,500 75,000
200,000 ......... 50,100 66,667 83,333 100,000
250,000 ......... 62,625 83,333 104,167 125,000
300,000 ......... 75,150 100,000 125,000 150,000
350,000 ......... 87,675 116,667 145,833 175,000
Executive officers are eligible to participate in the tax qualified Central and
South West Pension Plan like other employees of SWEPCO. Certain executive
officers, including the Named Executive Officers, are also eligible to
participate in the Special Executive Retirement Plan (SERP), a non-qualified
ERISA excess benefit plan. Such pension benefits depend upon years of credited
service, age at retirement and amount of covered compensation earned by a
participant. The annual normal retirement benefits payable under the pension
and the SERP are based on 1.67% of "average compensation" times the number
of years of credited service (reduced by (i) no more than 50% of a participant's
age 62 or later Social Security benefit and (ii) certain other offset benefits).
"Average compensation" is the covered compensation for the plans and equals the
average annual compensation (salary as reported in the Summary Compensation
Table) during the 36 consecutive months of highest pay during the 120 months
prior to retirement. The combined benefit levels in the table above, which
include both pensions and SERP benefits, are based on retirement at age 65, the
years of credited service shown, continued existence of the plans without
substantial change, and payment in the form of a single life annuity.
Respective years of credited service and ages, as of December 31, 1993, for the
Named Executive Officers are as follows: Mr. Bremer, 16 and 45; Mr. Sharkey, 15
and 49; Mr. McGregor, 24 and 47; Mr. Heard, 23 and 47; and Mr. Madison, 22 and
45.
Meetings and Compensation.
The Board of Directors held four meetings during 1993. Directors who are not
also executive officers and employees of SWEPCO or its affiliates receive annual
directors' fees of $6,600 for serving on the Board, and a fee of $300 plus
expenses for each meeting of the Board or committee attended.
Directors who are not also officers and employees of SWEPCO may participate in a
deferred compensation plan. Under this plan, directors may elect to defer
payment of annual directors' and meeting fees until they retire from the Board
or as they otherwise direct.
Compensation Committee Interlocks and Insider Participation.
No person serving during 1993 as a member of the Executive Compensation
Committee of the Board of Directors of CSW served as an officer or employee of
SWEPCO during or prior to 1993. No person serving during 1993 as an executive
officer of SWEPCO serves or has served on the compensation committee or as a
director of another company, one of whose executive officers serves as a member
of the Executive Compensation Committee of CSW or as a director of SWEPCO.
<PAGE> 50
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
Security Ownership of Management
The following table shows securities beneficially owned as of December 31, 1993
by each director and nominee, the Named Executive Officers and, as a group, all
directors and executive officers of SWEPCO. CSW Common Stock share amounts
shown in this table include restricted stock, options exercisable within 60 days
after year-end, shares of CSW common stock credited to Central and South West
Corporation Thrift Plus plan accounts, and all other shares of CSW common stock
beneficially owned by the listed persons. Each person has sole voting and
investment power with respect to all shares listed in the table below unless
otherwise indicated.
Beneficial Ownership as of December 31, 1993
CSW Common SWEPCO
Stock (1) Preferred
Name Stock(1)(2)
Richard H. Bremer 19,267 --
E. R. Brooks 60,959 --
James E. Davison -- --
Al P. Eason, Jr. 2,000 22
W. J. Googe, Jr. 7,103 --
Michael L. Heard 3,527 --
Dr. Frederick E. Joyce 2,000 --
Michael E. Madison 2,956 --
Harry D. Mattison 24,675 --
Marvin R. McGregor 3,489 --
William C. Peatross -- --
Jack L. Phillips -- --
Dennis M. Sharkey 13,988 --
John W. Turk, Jr. 18,506 41
All of the above and other
executive officers as a group 170,787 78
(1) Included in these amounts for Mr. Brooks, Mr. Bremer,Mr. Sharkey, Mr.
McGregor, Mr. Heard, Mr. Madison, Mr. Mattison, and the directors and other
executive officers as a group include restricted stock of 7,172; 3,464; 892;
681; 707; 636; 4,708; and 19,068, respectively. These individuals currently
have voting power, but not investment power with respect to these shares.
The above shares also include 9,531; 4,143; 7,371; 1,045; 1,045; 1,045;
6,176; and 31,795 shares underlying immediately exercisable options held by
Mr. Brooks, Mr. Bremer, Mr. Sharkey, Mr. McGregor, Mr. Heard, Mr. Madison,
Mr. Mattison, and the directors and executive officers as a group,
respectively.
(2) All directors' and executive officers' shares owned as of December 31, 1993
as indicated aggregate less than 1% of the outstanding shares of such class.
<PAGE> 51
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
WTU
<TABLE>
<CAPTION>
Cash and Other Forms of Compensation.
The following table sets forth the aggregate cash and other compensation paid or
awarded by the Company for services rendered for the fiscal years of 1993, 1992,
and 1991 to the Named Executive Officers.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
CSW
Other CSW Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($)(1) ($)(2)(3) ($)(1)(4) (#) ($) ($)(2)(5)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Glenn Files 1993 223,333 24,675 39,223 25,138 - - 26,126
President 1992 188,000 21,239 40,043 14,810 9,895 - 8,460
and CEO(6) 1991 30,603 - - - - - -
Don Welch, 1993 129,650 7,178 1,628 7,290 - - 5,339
Vice 1992 118,985 7,976 18,850 8,010 3,315 - 5,354
President, 1991 105,235 6,894 - - - - -
Division
Operations
and
Engineering
Paul Brower, 1993 123,133 7,231 673 7,351 - - 3,366
Vice 1992 112,960 6,733 38,485 5,642 3,135 - 3,389
President, 1991 22,128 - - - - - -
Marketing and
Business
Development(6)
Paul F. 1993 117,500 6,349 680 6,443 - - 4,823
Douty, Jr. 1992 106,723 9,652 15,963 9,622 2,916 - 4,803
Vice 1991 97,685 2,844 - - - - -
President,
Finance
Jay Pruett, 1993 109,683 4,063 34,467 4,114 - - 3,002
Vice 1992 42,600 8,045 26,252 - - - 2,535
President, 1991 - - - - - - -
Corporate
Services(6)
(1) Amounts in this column are paid or awarded in a calendar year for
performance in a preceding year.
(2) The 1991 amounts were omitted pursuant to the transitional provisions in
the revised rules on executive officer and director compensation disclosure
adopted by the SEC.
(3) Amounts of perquisites and other personal benefits are included in this
column only if they exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported. Each item that exceeds 25% of the total amount
of perquisites and other personal benefits reported for each Named Executive
Officer is identified below:
<PAGE> 52
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
1993 Mr. Files was reimbursed $8,482 for spouse travel expenses; Mr. Pruett
was reimbursed $10,263 for moving expenses and $9,480 for the cost of a
security system.
1992 Mr. Files was reimbursed $15,632, Mr. Brower was reimbursed $17,439 and
Mr. Pruett was reimbursed $11,356 for moving expenses. Mr. Welch, Mr.
Brower and Mr. Douty were reimbursed $9,942, $8,915 and $6,335, respectively
for the cost of security systems. Mr. Pruett was reimbursed $12,327 for a
relocation loss on the sale of his home.
(4) Grants of restricted stock are administered by the Executive Compensation
Committee of CSW's Board of Directors, which has the authority to determine
the individuals to whom and the terms upon which restricted stock grants
shall be made. The awards reflected in this column all have four-year
vesting periods with 20% of the CSW common stock vesting on the first,
second and third anniversary dates of the award and 40% vesting on the
fourth such anniversary. Upon vesting, shares of CSW common stock are
issued without restrictions. The individuals receive dividends and
may vote shares of restricted stock, even before such shares have vested.
The amount reported in the table represents the market value of the shares
at the date of grant. As of the end of 1993, the aggregate restricted stock
holdings of each of the Named Executive Officers were:
Restricted
Stock Held Market Value
Name at 12/31/93 at 12/31/93
Glenn Files 1,381 $41,775
Don Welch 773 23,383
Paul Brower 423 12,796
Paul F. Douty, Jr. 599 18,120
Jay Pruett 136 4,114
(5) Amounts shown in this column consist of the annual employer matching
payments to CSW's Thrift Plus Plan. The 1993 amounts in this column for Mr.
Files also include $17,013 of insurance premiums representing the average
amount paid per participant under CSW's memorial gift program. Under this
program for certain executive officers, directors and retired directors from
the CSW System, CSW will make a donation in the participant's name to up to
three organizations of an aggregate of $500,000, payable by CSW upon the
participant's death and funded by term life insurance coverage. Actual
premiums paid are based on pooled risks for groups of participants.
(6) Mr. Pruett's 1992 and Mr. Files' and Mr. Brower's 1991 compensation
represent amounts paid by the Company for a portion of such years. Those
individuals were previously employed and paid by other Electric operating
companies.
</TABLE>
Option/SAR Grants.
No grants of CSW common stock options or CSW stock appreciation rights (SARs)
were awarded in 1993.
<PAGE> 53
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
Option/SAR Exercises and Fiscal Year-End Value Table.
Shown below is information regarding CSW common stock option/SAR exercises
during 1993 and unexercised CSW common stock options/SARs at December 31, 1993
for the Named Executive Officers.
Aggregated CSW Option/SAR Exercises in 1993
and Fiscal Year-End CSW Option/SAR Values
Number of CSW
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options/SARs Options/SARs
on Value at Fiscal at
Exercise Realized Year-End (#) Fiscal Year-
Name (#) ($) Exercisable/ End ($)
Unexercisable Exercisable/
Unexercisable(1)
Glenn Files - - 3,298/6,597 2,061/4,123
Don Welch - - 1,045/2,090 653/1,306
Paul Brower - - 1,045/2,090 653/1,306
Paul F. Douty, Jr. - - 971/1,945 607/1,216
Jay Pruett - - 971/1,945 607/1,216
(1) Based on the New York Stock Exchange December 31, 1993, closing price of
CSW's common stock of $30.25 per share and an exercise price of $29.625 per
share.
Long-Term Incentive Plan Awards Table.
The following table shows information concerning awards made to the Named
Executive Officers during 1993 under the Central and South West Corporation
1992 Long-Term Incentive Plan(LTIP).
Long-Term Incentive Plan Awards made in 1993
Estimated Future Payouts under Non-
Stock Price-Based Plans
Number of Performance
CSW Shares, or Other
Units or Period Until Threshold Target Maximum
Name Other Rights Maturation or ($) ($) ($)
(#) Payout
Glenn Files 1 2 Years - 118,743 178,115
Don Welch 1 2 Years - 28,105 42,158
Paul Brower 1 2 Years - 28,105 42,158
Paul Douty, Jr. 1 2 Years - 26,137 39,206
Jay Pruett 1 2 Years - 26,137 39,206
Payouts of the awards are contingent upon CSW's achieving a specified level of
total shareholder return, relative to a peer group of utility companies, for the
three-year period ended December 1995. Such return must also exceed the average
six-month treasury bill rate for the same period in order for any payout to be
made. If the Named Executive Officer's employment is terminated during the
performance period for any reason other than death, total and permanent
disability or retirement, then the award is generally canceled.
The LTIP contains a provision accelerating awards upon a change in control of
CSW. If a change in control of CSW occurs, (a) all options and SARs become
fully exercisable, (b) all restrictions, terms and conditions applicable to all
restricted stock are deemed lapsed and satisfied and (c) all performance units
are deemed to have been fully earned, as of the date of the change in control.
Awards which have been granted and outstanding for less than six months as of
the date of change in control are not then exercisable, vested or earned on an
accelerated basis. The LTIP also contains provisions designed to prevent
circumvention of the above acceleration provisions generally through coerced
termination of an employee prior to the change in control of CSW.
<PAGE> 54
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
RETIREMENT PLANS
Pension Plan Table
Annual Benefits After
Average Compensation Specified Years of Credited Service
15 20 25 30 or more
$100,000 ......... $ 25,050 $ 33,333 $ 41,667 $ 50,000
150,000 ......... 37,575 50,000 62,500 75,000
200,000 ......... 50,100 66,667 83,333 100,000
250,000 ......... 62,625 83,333 104,167 125,000
300,000 ......... 75,150 100,000 125,000 150,000
Executive officers are eligible to participate in the tax-qualified, CSW System
Pension Plan like other employees of WTU. Certain executive officers, including
the Named Executive Officers, are also eligible to participate in the Special
Executive Retirement Plan (SERP), a non-qualified ERISA excess benefit plan.
Such pension benefits depend upon years of credited service, age at retirement
and amount of covered compensation earned by a participant. The annual normal
retirement benefits payable under the pension and the SERP are based on 1.67% of
"average compensation" times the number of years of credited service (reduced by
(i) no more than 50% of a participant's age 62 Social Security benefit and (ii)
certain other offset benefits).
"Average compensation" is the covered compensation for the plans and equals the
average annual compensation (salary as reported in the Summary Compensation
Table) during the 36 consecutive months of highest pay during the 120 months
prior to retirement. The combined benefit levels in the table above, which
include both pension and SERP benefits, are based on retirement at age 65, the
years of credited service shown, continued existence of the plans without
substantial change, and payment in the form of a single life annuity.
Respective years of credited service, as of December 31, 1993, for the
individuals named in the Summary Compensation Table are as follows: Mr. Files,
22 years; Mr. Welch, 30 years; Mr. Brower, 13 years; Mr. Douty, 22 years; and
Mr. Pruett, 18 years.
Directors' Compensation
The Board of Directors held five meetings during 1993. Directors who are not
also executive officers and employees of WTU or its affiliates receive annual
directors' fees of $6,000 for serving on the Board and a fee of $250 plus
expenses for each meeting of the Board or committee attended.
Those directors who are not also officers of WTU are eligible to participate in
a deferred compensation plan. Under this plan such directors may elect to defer
payment of annual directors' and meeting fees until they retire from the Board
or as they otherwise direct.
Compensation Committee Interlocks and Insider Participation
No person serving during 1993 as a member of the Executive Compensation
Committee of the Board of Directors of CSW served as an officer or employee of
WTU during or prior to 1993. No person serving during 1993 as an executive
officer of WTU serves or has served on the compensation committee or as a
director of another company, one of whose executive officers serves as a member
of the Executive Compensation Committee of CSW or as a director of WTU.
<PAGE> 55
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued)
Security Ownership of Management
The following table shows CSW common stock beneficially owned as of December 31,
1993 by each director and nominee, the Named Executive Officers and, as a group,
all directors and executive officers of WTU. Share amounts shown in this table
include restricted stock and options exercisable within 60 days after year end,
shares of CSW common stock credited to Central and South West Corporation Thrift
Plus plan accounts and all other shares of CSW common stock beneficially owned
by the listed persons. Each person has sole voting and investment power with
respect to all shares listed in the table below unless otherwise indicated.
CSW Common
Stock (1)(2)
Name
Richard F. Bacon 2,620
Harwell Barber 8,844
E. R. Brooks 60,959
Paul Brower 2,901
T. D. Churchwell 2,562
Paul Douty, Jr. 3,065
Glenn Files 5,710
Harry D. Mattison 24,675
Tommy Morris 2,000
James M. Parker 800
Jay Pruett 5,041
Dennis M. Sharkey 13,988
F. L. Stephens 1,483
Lloyd D. Vincent --
Don Welch 6,516
All of the above and other
executive officers as a group 143,864
(1) Included in these amounts for Mr. Brooks, Mr. Mattison, Mr. Files,
Mr. Welch, Mr. Brower, Mr. Douty, Mr. Pruett and the other executive
officers as a group include shares of restricted stock of 7,172; 4,708;
1,381; 773; 423; 599; 136; and 16,781, respectively. These individuals
currently have voting power, but not investment power with respect to these
shares. The above shares also include 9,531; 6,176; 3,298; 1,045; 1,045;
971; and 31,858 shares underlying immediately exercisable options held by
Mr. Brooks, Mr. Mattison, Mr. Files, Mr. Welch, Mr. Brower, Mr. Douty, Mr.
Pruett and the directors and executive officers as a group, respectively.
(2) All directors' and executive officers' shares owned as of December
31, 1993 as indicated aggregate less than 1% of the outstanding shares of
such class.
(c) Directors' and Executive Officers' Contracts and Transactions with System
Companies.
The Corporation has retained Glenn Biggs under a Memorandum of Agreement dated
October 1, 1993 to pursue special business development activities in Mexico on
behalf of the Corporation. This agreement, which provides for a monthly fee of
$10,000, lasts through December 31, 1994, and may be extended by mutual
agreement between Mr. Biggs and the Corporation.
<PAGE> 56
ITEM 6. OFFICERS AND DIRECTORS - Part III. (c) (continued)
The Corporation has retained Bracewell & Patterson, of which Mr. Foy is a
partner, under a Legal Service Agreement dated April 1, 1980, to perform special
assignments as required. This agreement is effective from month to month until
canceled by either party.
(d) Indebtedness of Directors or Executive Officers to System Companies.
None.
(e) Directors' and Executive Officers' Participation in Bonus and Profit-
Sharing Arrangements and Other Benefits.
See ITEM 6. Part III. (a) and (b) for a description of the participation of
directors and executive officers of System companies in bonus and profit-sharing
arrangements and other benefits.
(f) Directors' and Executive Officers' rights to Indemnity.
The state laws under which each of the companies is incorporated provide broadly
for indemnification of directors and officers against claims and liabilities
against them in their capacities as such. Each of the companies' charters or
by-laws also provides for indemnification of directors and officers. In
addition, directors and executive officers of Central and South West Corporation
and all subsidiary companies are insured under directors' and officers'
liability policies issued to Central and South West Corporation by National
Union Fire Insurance Company of Pittsburgh, Pennsylvania,
Associated Electric & Gas Insurance Services, Ltd. of Hamilton, Bermuda, Energy
Insurance Mutual, Ltd. of Tampa, Florida A.C.E. Insurance Company, Ltd. of
Hamilton, Bermuda and X. L. Insurance Company, Ltd. of Hamilton, Bermuda. All
policies are for the period April 27, 1993 to April 27, 1994. The Corporation
has entered into a standard form of indemnity agreement with each of its
directors and officers.
<PAGE> 57
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS.
(1) None of the System companies made any expenditures, disbursements, or
payments, in money, goods or services directly or indirectly to or for the
account of any political party, candidate for public office or holder of
such office, holder of any committee or agent thereof in 1993.
(2) Expenditures, disbursements, or payments, in money, goods or services,
directly or indirectly to or for the account of any citizens group, or
public relations counsel were as follows for 1993:
<TABLE>
<CAPTION>
Name of Company Name of Recipient of Beneficiary Purpose Account Charged Amount
<S> <C> <S> <C>
CPL Texas Chamber of Commerce Area Development Admin. and General $ 15,125
Less than $10,000-55 BeneficiariesArea Development Income Deduction 64,292
Less than $10,000-65 BeneficiariesArea Development Admin. and General 52,101
$ 131,518
PSO Metropolitan Tulsa Civic Activity, Income Deductions,
Chamber of Commerce Area Development, Customer Service
Energy Awareness and Admin. and General
Activity $ 91,410
Oklahoma State Civic Activity Income Deductions,
Chamber of Commerce Distribution, Customer
Service, Admin. and General 56,487
Less than $10,000-6 Beneficiaries Area Development Income Deductions,
Distribution, Customer
Service, Admin. and General 9,399
Less than $10,000-93 Beneficiaries Civic Activity Income Deductions, Production,
Distribution, Customer
Accounting, Customer Service,
Admin. and General 82,668
$ 239,964
</TABLE>
<PAGE> 58
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS (continued)
<TABLE>
<CAPTION>
Name of Company Name of Recipient or Beneficiary Purpose Account Charged
<S> <C> <S> <C> <S> <C> <C>
SWEPCO Shreveport Chamber of Commerce Civic Activity/ Income Deduction
Area Development $ 20,755
Shreveport Chamber of Commerce Partners in Progress/ Income Deduction
Area Development 30,000
Fayetteville Chamber of Commerce Civic Activity/ Income Deduction
Area Development 10,771
Greater Shreveport Economic Area Development Admin. and General
Development Foundation 20,048
Less than $10,000-53 Beneficiaries Civic Activity Income Deductions, Admin. and
General 35,442
$ 117,016
WTU Texas Chamber of Commerce Area Development Admin. and General $ 12,240
San Angelo Chamber of Commerce Area Development Admin. and General 20,890
Less than $10,000-40 Beneficiaries Area Development Admin. and General 29,026
$ 62,156
TRANSOK United Way Civic Activity Income Deduction $ 138,460
Less than $10,000-79 Beneficiaries Civic Activity Income Deduction 62,092
$ 200,552
</TABLE>
<PAGE> 59
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS.
Part I. Except those specifically excluded per reporting instructions, there
were no contracts for services, including engineering or construction
services, or goods supplied or sold by a System company to another
System company for 1993.
The electric subsidiary companies and Transok have contracts with CSW Credit for
the sale of accounts receivable which were in effect at year-end 1993.
Serving Receiving Date of
Company Company Compensation Contracts
CPL CSWC $7,115,164 1/14/91
PSO CSWC 5,514,144 1/14/91
SWEPCO CSWC 3,679,110 1/14/91
WTU CSWC 1,896,098 1/14/91
TRANSOK CSWC 3,744,065 1/14/91
$21,948,581
Part II. The System companies had no contracts to purchase services or
goods during 1993 from any affiliate (other than a System company) or
from a company, in which any officer or director of the receiving
company is a partner or owns 5 percent or more of any class of equity
securities, except as reported in Item 6.
Part III. The following System companies employ those listed below for the
performance on a continuing basis of management, supervisory or
financial advisory services.
System companies participating in an insurance trust, administered by Big Sandy
Claims Management, Ltd., under the direction of eight Trustees, and the net
amounts paid for services and for protection against property and casualty
losses for 1993 were as follows:
Central Power and Light Company $ 6,268,335
Public Service Company of Oklahoma 5,324,721
Southwestern Electric Power Company 4,114,195
West Texas Utilities Company 2,174,992
Transok, Inc. 429,105
Central and South West Services, Inc. 41,391
$18,348,739
<PAGE> 60
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (continued)
As of December 31, 1993, Trustees of the Trust Fund were:
Trustee Position Company
T. D. Churchwell(1) Vice President, Central and South West
Corporate Services Services, Inc.
Melanie J. Richardson Director, Central Power and Light
Vice President, Company
Corporate
Services &
Treasurer
William N. English Treasurer & Kentucky Utilities Company
Assistant
Secretary
Larry B. Connors Vice President, Central and South West
Administration- Services, Inc.
Operation Services
W. J. Googe, Jr. Vice President, Southwestern Electric
Corporate Services Power Company
W. T. McLean Manager, West Texas Utilities
Risk Management Company
Department
Peter J. Pedone Cash Manager & Transok, Inc.
Assistant Secretary
Harold E. Gustrowsky Manager, Wisconsin Power & Light
Risk Management Company
Department
(1) Mr. Churchwell was elected to the Board of Directors and named Executive
Vice President of WTU in 1994.
<PAGE> 61
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
As of December 31, 1993, no System Companies has an ownership interest in an
exempt wholesale generator or a foreign utility company.
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS.
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
Page
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 62
FINANCIAL STATEMENTS
Central and South West Corporation and Subsidiary Companies
Consolidating Statement of Income for the year ended 63
December 31, 1993
Consolidating Balance Sheet as of December 31, 1993 64-65
Consolidating Statement of Cash Flows for the year ended 66
December 31, 1993
Consolidating Statement of Retained Earnings for the year 67
ended December 31, 1993
Consolidating Statement of Preferred Stock as of December 31, 1993 68
Consolidating Statement of Long-Term Debt as of December 31, 1993 69-70
Notes to Consolidated Financial Statements *
* The Notes to Consolidated Financial Statements appearing on
pages 53 to 72 of Central and South West Corporation's 1993
Annual Report on Form 10-K are incorporated herein by
reference.
<PAGE> 62
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Central and South West Corporation:
We have audited the consolidated balance sheet of Central and South West
Corporation (a Delaware corporation) and subsidiaries as of December 31, 1993,
and the related consolidated statements of income, retained earnings and cash
flows for the year then ended, incorporated by reference herein. These
consolidated financial statements and the consolidating schedules referred to
below are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these consolidated financial
statements and schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Central and
South West Corporation and subsidiaries as of December 31, 1993, and the results
of their operations and their cash flows for the year then ended in conformity
with generally accepted accounting principles.
In 1993, Central and South West Corporation and subsidiary companies
changed their methods of accounting for unbilled revenues, postretirement
benefits other than pensions, income taxes and postemployment benefits.
Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The consolidating schedules
listed in Item 10 are presented for purposes of complying with the Securities
and Exchange Commission's rules and regulations under the Public Utility Holding
Company Act of 1935 and are not a required part of the basic consolidated
financial statements. These consolidating schedules have been subjected to the
auditing procedures applied in our audit of the basic consolidated financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Dallas, Texas,
February 25, 1994
<PAGE> 63
<TABLE>
<CAPTION>
Central and South West Corporation and Subsidiaries Consolidating Statement of
Income
For the Year Ended December 31, 1993
(millions except per share amount)
CSW CONS.
OPERATING REVENUES CONS. CPL PSO SWEPCO WTU TRANSOK CSW CSWS CSWE CSWL CSWC ELIM.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Electric
Residential $1,160 $474 $296 $274 $116 $0 $0 $0 $0 $0 $0 $0
Commercial 832 369 223 175 65 0 0 0 0 0 0 0
Industrial 736 281 150 251 54 0 0 0 0 0 0 0
Other 148 53 21 44 38 0 0 0 0 0 0 (8)
Sales for Resale 179 46 18 93 72 0 0 0 0 0 0 (50)
Gas and Other 632 0 0 0 0 705 0 0 0 0 56 (129)
3,687 1,223 708 837 345 705 0 0 0 0 56 (187)
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,209 414 332 373 143 0 0 0 0 0 0 (53)
Gas purchased for resale 396 0 0 0 0 498 0 0 0 0 0 (102)
Other operating 679 225 126 123 62 139 23 114 0 0 23 (156)
Restructuring charges 97 29 25 25 15 0 2 0 0 0 0 1
Maintenance 197 82 46 50 13 6 0 8 0 0 0 (8)
Depreciation and amortization 330 132 59 74 30 29 1 4 0 0 0 1
Taxes, other than Federal Income 197 86 28 47 22 10 2 3 0 0 1 (2)
Total Federal Income taxes 125 65 20 27 14 3 (4) 0 (3) 0 3 0
3,230 1,033 636 719 299 685 24 129 (3) 0 27 (319)
OPERATING INCOME 457 190 72 118 46 20 (24) (129) 3 0 29 132
OTHER INCOME AND DEDUCTIONS
AFUDC-equity 3 1 1 1 0 0 0 0 0 0 0 0
Mirror CWIP liability amortization 76 76 0 0 0 0 0 0 0 0 0 0
Other 14 1 1 5 2 7 352 132 (7) 0 0 (479)
Total Other Income and Deductions 93 78 2 6 2 7 352 132 (7) 0 0 (479)
INCOME BEFORE INTEREST CHARGES 550 268 74 124 48 27 328 3 (4) 0 29 (347)
INTEREST CHARGES
Interest on long-term debt 219 113 32 41 19 14 0 0 0 0 0 0
Interest on short-term debt and
other 54 12 2 5 3 1 20 2 2 0 22 (15)
AFUDC-borrowed (4) (2) (1) (1) 0 0 0 0 0 0 0 0
Total Interest Charges 269 123 33 45 22 15 20 2 2 0 22 (15)
INCOME BEFORE CUMULATIVE EFFECT OF
CHANGES IN ACCOUNTING PRINCIPLES 281 145 41 79 26 12 308 1 (6) 0 7 (332)
Cumulative effect of changes in
accounting principles 46 27 6 3 4 7 0 (1) 0 0 0 0
NET INCOME 327 172 47 82 30 19 308 0 (6) 0 7 (332)
Preferred stock dividends 19 14 1 3 1 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK $308 $158 $46 $79 $29 $19 $308 $0 $(6) $0 $7 $(332)
EARNINGS PER SHARE OF COMMON STOCK
BEFORE CUMULATIVE EFFECT OF CHANGES
IN ACCOUNTING PRINCIPLES $1.39
CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES $0.24
EARNINGS PER SHARE OF COMMON STOCK $1.63
AVERAGE COMMON SHARES OUTSTANDING 188.4
The notes to financial statements (herein incorporated by reference as
part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 64
Central and South West Corporation and Subsidiaries Consolidating Balance Sheet
as of December 31, 1993
(millions)
<TABLE>
<CAPTION>
CSW CONS.
ASSETS CONS. CPL PSO SWEPCO WTU TRANSOK CSW CSWS CSWE CSWL CSWC ELIM.
UTILITY PLANT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Electric
Production $5,775 $3,062 $896 $1,392 $425 $0 $0 $0 $0 $0 $0 $0
Transmission 1,228 352 335 351 190 0 0 0 0 0 0 0
Distribution 2,362 765 626 679 292 0 0 0 0 0 0 0
General 709 209 144 188 70 0 1 97 0 0 0 0
Construction work in progress 371 168 52 126 14 0 0 0 10 0 0 1
Nuclear fuel 160 160 0 0 0 0 0 0 0 0 0 0
Gas 752 0 0 0 0 752 0 0 0 0 0 0
11,357 4,716 2,053 2,736 991 752 1 97 10 0 0 1
Less - Accumulated depreciation 3,550 1,263 806 948 338 182 0 13 0 0 0 0
7,807 3,453 1,247 1,788 653 570 1 84 10 0 0 1
INVESTMENT IN SUBSIDIARIES 0 0 0 0 0 0 3,105 0 0 0 0 (3,105)
CURRENT ASSETS
Cash and temporary cash
investments 62 2 2 7 1 11 5 0 0 7 27 0
Accounts receivable 813 24 20 24 24 28 590 17 71 0 678 (663)
Materials and supplies, at
average cost 149 64 38 25 14 7 0 0 0 0 0 1
Fuel inventory, substantially at
average cost 102 17 21 49 15 0 0 0 0 0 0 0
Gas inventory/products for
resale, substantially at LIFO 28 0 0 0 0 28 0 0 0 0 0 0
Unrecovered Fuel costs 70 53 17 0 0 0 0 0 0 0 0 0
Prepayments and other 55 10 3 20 2 17 4 2 1 0 9 (13)
1,279 170 101 125 56 91 599 19 72 7 714 (675)
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 518 490 0 0 28 0 0 0 0 0 0 0
Mirror CWIP assets 332 332 0 0 0 0 0 0 0 0 0 0
Income tax related regulatory
assets 182 267 0 0 0 0 0 0 0 0 0 (85)
Other non-utility investments 253 0 0 0 0 23 0 0 163 67 0 0
Other 252 70 72 55 17 8 21 8 1 0 0 (85)
1,537 1,159 72 55 45 31 21 8 164 67 0 (85)
$10,623 $4,782 $1,420 $1,968 $754 $692 $3,726 $111 $246 $74 $714 $(3,864)
The notes to financial statements (herein incorporated by reference as part of
Exihibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 65
Central and South West Corporation and Subsidiaries Consolidating Balance Sheet
as of December 31, 1993
(millions)
<TABLE>
<CAPTION>
CSW CONS.
CAPITALIZATION AND LIABILITIES CONS. CPL PSO SWEPCO WTU TRANSOK CSW CSWS CSWE CSWL CSWC ELIM.
CAPITALIZATION
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common stock $659 $169 $157 $136 $137 $9 $659 $0 $0 $0 $0 $(608)
Paid-in-capital 518 405 180 245 2 142 518 0 26 1 48 (1,049)
Retained earnings 1,753 850 98 265 127 104 1,753 0 (6) 11 0 (1,449)
Total Common Stock Equity 2,930 1,424 435 646 266 255 2,930 0 20 12 48 (3,106)
Preferred stock
Not subject to mandatory
redemption 292 250 20 16 6 0 0 0 0 0 0 0
Subject to mandatory
redemption 58 22 0 36 0 0 0 0 0 0 0 0
Long-term debt 2,749 1,363 402 602 177 200 0 5 0 0 0 0
Total Capitalization 6,029 3,059 857 1,300 449 455 2,930 5 20 12 48 (3,106)
CURRENT LIABILITIES
Long-debt due within twelve
months 26 4 0 5 17 0 0 0 0 0 0 0
Advanced from affiliates 0 171 32 28 12 21 0 84 0 0 0 (348)
Short-term debt 769 0 0 0 0 0 769 0 0 0 0 0
Short-term debt--CSW Credit 641 0 0 0 0 0 0 0 0 0 641 0
Accounts payable 306 80 74 42 51 112 6 14 209 0 7 (289)
Accrued taxes 98 34 15 27 15 0 4 1 0 0 2 0
Accrued interest 55 25 5 17 4 5 0 0 0 0 0 (1)
Accrued restructuring charges 97 29 25 25 15 0 2 0 0 0 0 1
Other 168 28 54 47 2 13 1 0 9 0 16 (2)
2,160 371 205 191 116 151 782 99 218 0 666 (639)
DEFERRED CREDIT
Income taxes 1,935 1,058 260 333 134 86 2 6 1 62 0 (7)
Investment tax credit 335 164 52 85 33 0 0 0 0 0 0 1
Income tax related regulatory
liabilities 0 0 21 53 11 0 0 0 0 0 0 (85)
Mirror CWIP and other 164 130 25 6 11 0 12 1 7 0 0 (28)
Total Deferred Credits 2,434 1,352 358 477 189 86 14 7 8 62 0 (119)
Total Capitalization and
Liabilities $10,623 $4,782 $1,420 $1,968 $754 $692 $3,726 $111 $246 $74 $714 $(3,864)
The notes to financial statements (herein incorporated by reference as part of
Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 66
Central and South West Corporation and Subsidiaries Consolidating Statement of
<TABLE>
<CAPTION>
Cash Flows
For the Year Ended December 31, 1993
CSW (millions) CONS.
CONS. CPL PSO SWEPCO WTU TRANSOK CSW CSWS CSWE CSWL CSWC ELIM.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $327 $172 $47 $82 $30 $19 $308 $0 $(6) $0 $7 $(332)
Non-cash items included in net
income
Depreciation and amortization 366 140 65 93 32 30 1 4 0 0 0 1
Deferred income taxes,
investment tax credits 94 85 7 (5) 3 16 (7) 2 0 (2) (4) (1)
Restructuring charges 97 29 25 25 15 0 2 0 0 0 0 1
Cumulative effect of changes in
accounting principles (46) (27) (6) (3) (4) (7) 0 1 0 0 0 0
AFUDC-equity (3) (1) (1) (1) 0 0 0 0 0 0 0 0
Mirror CWIP liabilities
amortization (76) (76) 0 0 0 0 0 0 0 0 0 0
Changes in assets and liabilities
Accounts receivable (64) (4) (8) (3) (3) 61 (196) (3) (34) 0 (62) 188
Unrecovered fuel costs (63) (53) (10) 0 0 0 0 0 0 0 0 0
Accounts payable 27 19 10 9 22 (8) 5 4 151 0 (5) (180)
Accrued taxes 45 (9) 4 12 2 0 7 1 (1) 0 0 29
Other (10) 3 1 23 (7) (3) (43) (4) (2) 3 8 11
Undistributed earnings 0 0 0 0 0 0 (5) 0 0 0 0 5
694 278 134 232 90 108 72 5 108 1 (56) (278)
INVESTING ACTIVITIES
Construction expenditures (508) (177) (93) (139) (36) (33) 0 (30) 0 0 0 0
Acquisition expenditures (106) 0 0 (35) 0 (55) (15) 0 0 0 0 (1)
AFUDC-borrowed (4) (2) (1) (1) 0 0 0 0 0 0 0 0
Non-affiliated accounts
receivable purchased (314) 0 0 0 0 0 0 0 0 0 (314) 0
Other (137) 0 (6) (4) 3 (5) 0 0 (127) 0 0 2
(1,069) (179) (100) (179) (33) (93) (15) (30) (127) 0 (314) 1
FINANCING ACTIVITIES
Proceeds from issuances of
common stock 1 0 0 0 0 0 1 0 0 2 30 (32)
Capital contribution 0 0 0 0 0 45 0 0 19 0 0 (64)
Proceeds from issuances of
long-term debt 904 441 181 222 0 60 0 0 0 0 0 0
Redemption of preferred stock (17) (7) 0 0 (10) 0 0 0 0 0 0 0
Retirement of long-term debt (50) 0 (10) (40) 0 0 0 0 0 0 0 0
Reacquisition of long-term debt(788) (428) (190) (146) (24) 0 0 0 0 0 0 0
Change in short-term debt 602 79 27 0 7 (118) 286 25 0 0 315 (19)
Payment of dividends (325) (186) (41) (83) (31) 0 (305) 0 0 0 (6) 327
327 (101) (33) (47) (58) (13) (18) 25 19 2 339 212
Net Change In Cash and Cash
Equivalents (48) (2) 1 6 (1) 2 39 0 0 3 (31) (65)
Cash and Cash Equivalents At
Beginning Of Year 110 4 1 1 2 9 314 0 0 4 58 (283)
Cash and Cash Equivalents At End
Of Year $62 $2 $2 $7 $1 $11 $353 $0 $0 $7 $27 $(348)
The notes to financial statements (herein incorporated by reference as part of
Exhibit A-1) are in integral part of this statement.
SUPPLEMENTAL INFORMATION
Interest paid less amounts
capitalized $260 $117 $35 $42 $18 $13 $20 $2 $0 $0 $22 $(9)
Income taxes paid (refunded) $53 $4 $9 $21 $0 $(3) $18 $(1) $(2) $2 $5 $0
</TABLE>
<PAGE> 67
<TABLE>
<CAPTION>
Central and South West Corporation and Subsidiaries Consolidating Statement of
Retained Earnings
For the Year Ended December 31, 1993
(millions)
CSW CONS.
CONS. CPL PSO SWEPCO WTU TRANSOK CSW CSWS CSWE CSWL CSWC ELIM.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Retained Earnings at Beginning
of Year $1,751 $864 $92 $266 $128 $85 $1,751 $0 $0 $11 $0 $(1,44
Net income for common stock 308 158 46 79 29 19 308 0 (6) 0 7 (332)
Deduct: Common stock dividends 306 172 40 80 30 0 306 0 0 0 7 (329)
Retained Earnings at End of
Year $1,753 $850 $98 $265 $127 $104 $1,753 $0 $(6) $11 $0 $(1,44
The notes to financial Statements (herein incorporated by reference as part of
Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 68
Central and South West Corporation and Subsidiary Companies
Consolidating Statement of Preferred Stock as of December 31, 1993
(millions)
Not Subject to Mandatory Redemption
Central Power and Light Company
4.00% Series, 100,000 shares $10
4.20% Series, 75,000 shares 7
7.12% Series, 260,000 shares 26
8.72% Series, 500,000 shares 50
Auction Series, 750,000 shares 75
Auction Series, A and B, 850,000 shares 85
Issuance expense (3)
250
Public Service Company of Oklahoma
4.00% Series, 97,900 shares 10
4.24% Series, 100,000 shares 10
20
Southwestern Electric Power Company
5.00% Series, 75,000 8
4.65% Series, 25,000 2
4.28% Series, 60,000 6
16
West Texas Utilities Company
4.40% Series, 60,000 6
6
Total Consolidated $292
Subject to Mandatory Redemption
Central Power and Light Company
10.05% Series, 223,750 shares $22
22
Southwestern Electric Power Company
6.95% Series, 364,000 shares 37
Issuance expense (1)
36
Total Consolidated $58
<PAGE> 68
Central and South West Corporation and Subsidiary Companies
Consolidating Statement of Long - Term Debt as of December 31, 1993
(millions)
CENTRAL POWER AND LIGHT COMPANY
First mortgage bonds -
Series J, 6-5/8%, due January 1, 1998 $28
Series L, 7%, due February 1, 2001 36
Series T, 7-1/2%, due December 15, 2014 112
Series U, 9-3/4%, due July 1, 2015 32
Series Z, 9-3/8%, due December 1, 2019 140
Series AA, 7-1/2%, due March 1, 2020 50
Series BB, 6%, due October 1, 1997 200
Series CC, 7-1/4%, due October 1, 2004 100
Series DD, 7-1/8%, due December 1, 1999 25
Series EE, 7-1/2%, due December 1, 2002 115
Series FF, 6-7/8%, due February 1, 2003 50
Series GG, 7-1/8%, due February 1, 2008 75
Series HH, 6%, due April 1, 2000 100
Series II, 7-1/2%, due April 1, 2023 100
Installment sales agreements - Pollution control bonds
Series 1974A, 7-1/8%, due June 1, 2004 9
Series 1977, 6%, due November 1, 2007 34
Series 1984, 7-7/8%, due September 15, 2014 6
Series 1984, 10-1/8%, due October 15, 2014 69
Series 1986, 7-7/8%, due December 1, 2016 60
Series 1993, 6%, due July 1, 2028 120
Unamortized discount (12)
Unamortized cost of reacquired debt (86)
$1,363
PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
Series J, 5-1/4%, due March 1, 1996 $25
Series K, 7-1/4%, due January 1, 1999 25
Series L, 7-3/8%, due March 1, 2002 30
Series S, 7-1/4%, due July 1, 2003 65
Series T, 7-3/8%, due December 1,2004 50
Series U, 6-1/4%, due April 1, 2003 35
Series V, 7-3/8%, due April 1, 2023 100
Series W, 6-1/2%, due June 1, 2005 50
Installment sales agreements - Pollution control bonds
Series A, 5.9%, due December 1, 2007 35
Series 1984, 7-7/8%, due September 15, 2014 13
Unamortized discount (5)
Unamortized cost of reacquired debt (21)
$402
<PAGE> 70
Central and South West Corporation and Subsidiary Companies
Consolidating Statement of Long - Term Debt as of December 31, 1993
(millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds-
Series U, 9-1/8%, due November 1, 2019 $5
Series V, 7-3/4%, due June 1, 2004 40
Series W, 6-1/8%, due September 1, 1999 40
Series X, 7%, due September 1, 2007 90
Series Y, 6-5/8%, due February 1, 2003 55
Series Z, 7-1/4%, due July 1, 2023 45
Series AA, 5-1/4%, due April 1, 2000 45
Series BB, 6-7/8%, due October 1, 2025 80
Series 1976 A, 6.2%, due November 1, 2006 7
Series 1976 B, 6.2%, due November 1, 2006 1
Installment sales agreement - Pollution control bonds
Series 1978 A, 6%, due January 1, 2008 14
Series 1986, 8.2%, due July 1, 2014 82
Series 1991 A, 8.2%, due August 1, 2011 17
Series 1991 B, 6.9%, due November 1, 2004 12
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 1997 50
Railcar lease obligations 17
Unamortized discount (4)
Unamortized costs of reacquired debt (48)
$602
WEST TEXAS UTILITIES COMPANY
First mortgage bonds-
Series O, 9-1/4%, due December 1, 2019 $63
Series P, 7-3/4%, due June 1, 2007 25
Series Q, 6-7/8%, due October 1, 2002 35
Series R, 7%, due October 1, 2004 40
Installment sales agreement - Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 44
Unamortized discount (1)
Unamortized costs of reacquired debt (29)
$177
TRANSOK, INC.
Medium-term notes, various maturities $200
$200
CENTRAL AND SOUTH WEST SERVICES, INC.
Note payable, 9%, due February 1, 2008 $5
TOTAL CONSOLIDATED $2,749
<PAGE> 71
EXHIBITS
Exhibit A
A-1 CSW - Annual Report on Form 10-K for the year ended December 31,
1993 (incorporated herein by reference to File No. 1-1443).
A-2 CPL - Annual Report on Form 10-K for the year ended December 31,
1993 (incorporated herein by reference to File No. 0-346).
A-3 PSO - Annual Report on Form 10-K for the year ended December 31,
1993 (incorporated herein by reference to File No. 0-343).
A-4 SWEPCO - Annual Report on Form 10-K for the year ended December
31, 1993 (incorporated herein by reference to File No. 1-3146).
A-5 WTU - Annual Report on Form 10-K for the year ended December 31,
1993 (incorporated herein by reference to File No. 0-340).
Exhibit B
CSW
B-1.1 Second Restated Certificate of Incorporation of the
Corporation, (incorporated herein by reference to
Exhibit 3(a) to CSW's 1990 Form 10-K File No. 1-1443).
B-1.2 Certificate of Amendment to Second Restated Certificate of
Incorporation of the Corporation - filed herewith.
B-1.3 By-laws, as amended, of the Corporation (incorporated by
reference to Exhibit 3(b) to CSW's 1990 Form 10-K File No. 1-
1443).
CPL
B-2.1 Restated Articles of Incorporation, as amended, of CPL
(incorporated herein by reference to Exhibit 4(a) to CPL's
Registration Statement No. 33-4897, Exhibits 5 and 7 to Form U-1
File No. 70-7171, Exhibits 5, 8.1, 8.2 and 19 to Form U-1 File
No. 70-7472 and CPL's Form 10-Q for the quarterly period ended
September 30, 1992, Item 6, Exhibit 1).
B-2.2 By-laws, as amended of CPL (incorporated herein by
reference to Exhibit 3(b) to CPL's 1990 Form 10-K File No. 0-
346).
<PAGE> 72
ITEM 10. (Continued)
PSO
B-3.1 Restated Certificate of Incorporation of PSO (incorporated herein
by reference to Exhibit 3 to PSO's 1987 Form 10-K File No. 0-
343).
B-3.2 By-Laws, as amended of PSO (incorporated herein by reference to
Exhibit 3(b) to PSO's 1990 Form 10-K File No. 0-343).
SWEPCO
B-4.1 Restated Certificate of Incorporation, as amended of SWEPCO
(incorporated herein by reference to Exhibit 3 to SWEPCO's 1980
Form 10-K File No. 1-3146, Exhibit 2 to Form U-1 File No. 70-
6819, Exhibit 3 to Form U-1 File No. 70-6924 and Exhibit 4 to
Form U-1 File No. 70-7360).
B-4.2 By-laws, as amended of SWEPCO (incorporated herein by reference
to Exhibit 3(b) to SWEPCO's 1988 Form 10-K File No. 1-3146).
WTU
B-5.1 Restated Articles of Incorporation, as amended of WTU
(incorporated herein by reference to Exhibit 3(a) to WTU's 1987
Form 10-K File No. 0-340 and 3(b) to WTU's 1988 Form 10-K File
No. 0-340).
B-5.2 By-laws, as amended of WTU (incorporated herein by reference to
Exhibit 3(b) to WTU's 1991 Form 10-K File No. 0-340).
TRANSOK
B-6.1 Articles of Incorporation (incorporated herein by reference to
the Central and South West Corporation annual report on Form U5S
for the year ended December 31, 1986, Item 9, Exhibit B-6.1).
B-6.2 By-laws (incorporated herein by reference to the Central and
South West Corporation annual report on Form U5S for the year
ended December 31, 1986, Item 9, Exhibit B-6.2).
CSWS
B-7.1 Articles of Amendment to the Articles of Incorporation
(incorporated herein by reference to the Central and South West
Corporation annual report on Form U5S for the year ended December
31, 1987, Item 9, Exhibit B-7.1).
<PAGE> 73
ITEM 10. (Continued)
B-7.2 By-laws, as amended, effective March 18, 1993 - filed herewith.
CSWE
B-8.1 Articles of Amendment to the Articles of Incorporation
(incorporated herein by reference to the Central and South West
Corporation annual report on Form U5S for the year ended December
31, 1987, Item 9, Exhibit B-9.1).
B-8.2 By-laws (incorporated herein by reference to the Central and
South West Corporation annual report on Form U5S for the year
ended December 31, 1987, Item 9, Exhibit B-9.2).
CSWL
B-9.1 Articles of Incorporation (incorporated herein by reference to
the Central and South West Corporation annual report on Form U5S
for the year ended December 31, 1984, Item 9, Part VI).
B-9.2 By-laws (incorporated herein by reference to the Central and
South West Corporation annual report on Form U5S for the year
ended December 31, 1983, Item 9, Part VI).
CSWC
B-10.1 Articles of Incorporation (incorporated herein by reference to
the Central and South West Corporation annual report on Form U5S
for the year ended December 31, 1985, Item 9, part VI).
B-10.2 By-laws (incorporated herein by reference to the Central and
South West Corporation annual report on Form U5S for the year
ended December 31, 1987, Item 9, Exhibit B-11.2).
<PAGE> 74
ITEM 10. (Continued)
Exhibit C
CSW
C-1.1 Agreement and Plan of Merger Among El Paso Electric Company,
Central and South West Corporation and CSW Sub, Inc. Dated as of May 3,
1993 as Amended May 18, 1993, (incorporated herein by reference to
Exhibit 2.1 to the Corporation's Form 8-K dated December 29, 1993, File
No. 1-1443).
C-1.2 Second Amendment Dated as of August 26, 1993 to Agreement and
Plan of Merger Among El Paso Electric Company, Central and South West
Corporation and CSW Sub, Inc. Dated as of May 3, 1993 as amended on May
18, 1993, (incorporated herein by reference to Exhibit 2.2 to the
Corporation's Form 8-K dated December 29, 1993, File No. 1-1443).
C-1.3 Third Amendment Dated as of December 1, 1993 to Agreement and
Plan of Merger Among El Paso Electric Company, Central and South West
Corporation and CSW Sub, Inc. Dated as of May 3, 1993 as amended on May
18, 1993 and August 26, 1993, (incorporated herein by reference to
Exhibit 2.3 to the Corporation's Form 8-K dated December 29, 1993, File
No. 1-1443).
C-1.4 Modified Third Amended Plan of Reorganization of El Paso Electric
Company Providing for the Acquisition of El Paso Electric Company by
Central and South West Corporation as corrected December 6, 1993, and
confirmed by the Bankruptcy Court, (incorporated herein by reference to
Exhibit 2.4 to the Corporation's Form 8-K dated December 29, 1993, File
No. 1-1443).
C-1.5 Order and Judgement Confirming El Paso Electric Company'sThird
Amended Plan of Reorganization, as Modified, Under Chapter 11 of the
United States Bankruptcy Code and Granting Related Relief,
(incorporated herein by reference to Exhibit 2.5 to the Corporation's
Form 8-K dated December 29, 1993, File No. 1-1443).
CPL
C-2.1 Indenture of Mortgage or Deed of Trust dated November 1, 1943,
executed by CPL to The First National Bank of Chicago and Robert L.
Grinnell, as Trustees, as amended through October 1, 1977 (incorporated
herein by reference to Exhibit 5.01 in File No. 2-60712), and the
Supplemental Indentures of CPL dated September 1, 1978, (incorporated
herein by reference to Exhibit 2.02 in File No. 2-62271) and December
15, 1984, July 1, 1985, May 1, 1986 and November 1, 1987 (incorporated
herein by reference to Exhibit 17 to Form U-1 File No. 70-7003, Exhibit
4(b) in File No. 2-98944, Exhibit 4 to Form U-1 File No. 70-7236 and
Exhibit 4 to Form U-1 File No. 70-7249) and June 1, 1988 and December
1, 1989 , March 1, 1990, October 1, 1992, December 1, 1992, February 1,
1993 and April 1, 1993 (incorporated herein by reference to Exhibit 2
to Form U-1 File No. 70-7520 and Exhibit 3 to Form U-1 File No. 70-
7721, Exhibit 10(a), 10(b) and 10(c), respectively, to Form U-1 File
No. 70-8053).
<PAGE> 75
ITEM 10. (Continued)
PSO
C-3.1 Indenture dated July 1, 1945, as amended (incorporated herein by
reference to Exhibit 5.03 in Registration No. 2-60712) and the
Supplemental Indenture dated June 1, 1979 (incorporated herein by
reference to Exhibit 2.02 in Registration No. 2-64432), Supplemental
Indenture dated December 1, 1979 (incorporated herein by reference to
Exhibit 2.02 in Registration No. 2-65871), Supplemental Indenture dated
March 1, 1983 (incorporated herein by reference to Exhibit 2 to Form U-
1 File No. 70-6822), Supplemental Indenture dated May 1, 1986
(incorporated herein by reference to Exhibit 3 to Form U-1 File No. 70-
7234), Supplemental Indenture dated July 1, 1992 (incorporated herein
by reference to Exhibit 4(b) to PSO's 1992 Form 10-K in File No. 0-
343), Supplemental Indenture dated December 1, 1992 (incorporated
herein by reference to Exhibit 4(c) to PSO's Form S-3 in File No. 33-
49143) and Supplemental Indenture dated April 1, 1993 (incorporated
herein by reference to Exhibit 4(b) to Form S-3 File No. 33-49575).
SWEPCO
C-4.1 Indenture dated February 1, 1940, as amended through November 1, 1976,
of SWEPCO's (incorporated herein by reference to Exhibit 5.04 in
Registration No. 2-60712), the Supplemental Indenture dated August 1,
1978 (incorporated herein by reference to Exhibit 2.02 in Registration
No. 2-61943), the Supplemental Indenture dated January 1, 1980
(incorporated herein by reference to Exhibit 2.02 in Registration No.
2-66033), the Supplemental Indenture dated April 1, 1981 (incorporated
herein by reference to Exhibit 2.02 in Registration No. 2-71126), the
Supplemental Indenture dated May 1, 1982 (incorporated herein by
reference to Exhibit 2.02 in Registration No. 2-77165), the
Supplemental Indenture dated August 1, 1985 (incorporated herein by
reference to Exhibit 4 to Form U-1 File No. 70-7121), the Supplemental
Indenture dated May 1, 1986 (incorporated herein by reference to
Exhibit 3 to Form U-1 File No. 70-7233, the Supplemental Indenture
dated November 1, 1989 (incorporated herein by reference to Exhibit 3
to Form U-1 File No. 70-7676), the Supplemental Indenture dated June 1,
1992 (incorporated herein by reference to Exhibit 10 to Form U-1 File
No. 70-7934), the Supplemental Indenture dated September 1, 1992
(incorporated herein by reference to Exhibit 10(a) to Form U-1 File No.
70-8041), the Supplemental Indenture dated February 1, 1993
(incorporated herein by reference to Exhibit 10(b) to Form U-1 File No.
72-8041), the Supplemental Indenture dated July 1, 1993 (incorporated
herein by reference to Exhibit 10(c) to Form U-1 File No. 70-8041) and
the Supplemental Indenture dated October 1, 1993 (incorporated herein
by reference to Exhibit 10(a) to Form U-1 File No. 70-8239).
<PAGE> 76
ITEM 10. (Continued)
WTU
C-5.1 Indenture dated August 1, 1943, as amended through July 1, 1973
(incorporated herein by reference to Exhibit 5.05 in File No. 2-60712),
Supplemental Indenture dated May 1, 1979 (incorporated herein by
reference to Exhibit No. 2.02 in File No. 2-63931), Supplemental
Indenture dated November 15, 1981 (incorporated herein by reference to
Exhibit No. 4.02 in File No. 2-74408), Supplemental Indenture dated
November 1, 1983 (incorporated herein by reference to Exhibit 12 to
Form U-1, File No. 70-6820), Supplemental Indenture dated April 15,
1985 (incorporated herein by reference to Amended Exhibit 13 to Form
U-1, File No. 70-6925), Supplemental Indenture dated August 1, 1985
(incorporated herein by reference to Exhibit 4(b) in File No. 2-98843),
Supplemental Indenture dated May 1, 1986 (incorporated herein by
reference to Exhibit 4 to Form U-1, File No. 70-7237), Supplemental
Indenture dated December 1, 1989 (incorporated herein by reference to
Exhibit 3 to Form U-1, in File No. 70-7719), Supplemental Indenture
dated June 1, 1992 (incorporated herein by reference to Exhibit 10 to
Form U-1, File No. 70-7936), Supplemental Indenture dated October 1,
1992 (incorporated herein by reference to Exhibit 10 to Form U-1, File
No. 8057) and Supplemental Indenture dated February 1, 1994
(incorporated herein by reference to Exhibit 10 to Form U-1, File No.
70-8265).
C-5.2 Indenture dated June 1, 1982 (incorporated herein by reference to
Exhibit 4.01 in File No. 2-77622).
Exhibit D
D-1 Tax allocation agreement - filed herewith.
Exhibit E
E-1 SWEPCO Statement of Environmental Laboratory Services for the year
ended December 31, 1993 - filed herewith.
Exhibit F
F-1 Financial statements of CSW Credit, Inc. for the year ended December
31, 1993 - filed herewith.
F-2 Financial statements of the Arklahoma Corporation for the fiscal year
ended November 30, 1993 (unaudited) - filed herewith.
F-3 Utility plant accounts from the FERC Form 1 of each of the electric
operating subsidiaries - filed herewith.
Exhibit G - not applicable
Exhibit H - not applicable
Exhibit I - not applicable
<PAGE> 77
Other Exhibits
0-1 Transok 1993 Cost of Service Study - filed herewith.
0-2 Restricted Stock Plan for Central and South West Corporation
(incorporated by reference to Exhibit 10(a) to CSW's 1990 Form 10-K in
File No. 1-1443).
0-3 Central and South West System Special Executive Retirement Plan
(incorporated by reference Exhibit 10(b) to CSW's 1990 Form 10-K in
File No. 1-1443).
0-4 Executive Incentive Compensation Plan for Central and South West System
(incorporated by reference to Exhibit 10(c) to CSW's 1990 Form 10-K in
File No. 1-1443).
0-5 Central and South West Corporation Stock Option Plan (incorporated by
reference to Exhibit 10(d) to CSW's 1990 Form 10-K in File No.1-1443).
0-6 Central and South West Corporation Deferred Compensation Plan for
Directors (incorporated by reference to Exhibit 10(e) to CSW's 1990
Form 10-K in File No. 1-1443).
0-7 Central and South West Corporation 1992 Long-Term Incentive Plan
(incorporated by reference to Appendix A to the Central
and South West Corporation Notice of 1992 Annual Meeting of
Shareholders and Proxy Statement).
<PAGE> 78
S I G N A T U R E
Central and South West Corporation has duly caused this annual report for
the year ended December 31, 1993, to be signed on its behalf by the undersigned
thereunto duly authorized pursuant to the requirements of the Public Utility
Holding Company Act of 1935.
CENTRAL AND SOUTH WEST CORPORATION
Date: April 29, 1994 By Wendy G. Hargus
Controller
<PAGE> 79
S I G N A T U R E
Southwestern Electric Power Company has duly caused this annual report for
the year ended December 31, 1993, to be signed on its behalf by the undersigned
thereunto duly authorized pursuant to the requirements of the Public Utility
Holding Company Act of 1935.
SOUTHWESTERN ELECTRIC POWER COMPANY
Date: April 29, 1994 By Rox E. Colvin
Controller
CERTIFICATE OF AMENDMENT
to
SECOND RESTATED CERTIFICATE OF INCORPORATION
of
CENTRAL AND SOUTH WEST CORPORATION
Central and South West Corporation (the "Corporation"), a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
hereby certifies that:
1. In accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware (Title 8 of the Delaware Code), the
Board of Directors and the Common Stockholders of the Corporation have duly
adopted the following amendment to the Corporation's Second Restated Certificate
of Incorporation, as heretofore amended (the "Certificate").
2. Article "Fourth" of the Certificate is hereby amended by changing
the first sentence thereof to read as follows:
"The total number of shares of stock which the Corporation shall have
authority to issue is Three Hundred and Fifty Million (350,000,000)
shares of Common Stock of the par value of $3.50 each."
IN WITNESS WHEREOF, Central and South West Corporation has caused this
Certificate of Amendment to be signed by Ferd. C. Meyer, Jr., its Senior Vice
President and General Counsel, and sealed with its corporate seal and attested
by Frederic L. Frawley, its Secretary, this 20th day of May, 1991.
Central and South West Corporation
(CORPORATE SEAL) By Ferd C. Meyer
Senior Vice President
and General Counsel
ATTEST:
Frederic L. Frawley
Secretary
<PAGE> 1
CENTRAL AND SOUTH WEST SERVICES, INC.
BYLAWS
Revised effective
March 18, 1993
<PAGE> 2
BYLAWS
OF
CENTRAL AND SOUTH WEST SERVICES, INC.
ARTICLE I
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the third Thursday of April of each year, at the hour of 10:00 a.m.,
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting. If the day fixed for the annual
meeting shall be on a legal holiday in the State of Texas the meeting shall be
held on the next succeeding business day. If the election of directors shall
not be held on the day designated herein for any annual meeting of the
shareholders, the Board of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as conveniently may be.
SECTION 2. Special Meetings. The Board of Directors may designate any
place as the place of meeting for any annual meeting or any special meetings of
the shareholders of the Corporation called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at any
meeting may designate any place as the place for holding of such meeting. If no
designation is made, or if a special meeting of shareholders be otherwise
called, the place of meeting shall be the registered office of the Corporation.
<PAGE> 3
SECTION 3. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than forty-five (45) days before the date of the meeting
in the case of the annual meeting, and not less than five (5) nor more than
forty-five (45) days before the meeting in case of a special meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or person calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States Mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
SECTION 4. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors of the Corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed in any case, fifteen (15) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for any such determination of
shareholders not more than fifty (50) days and not less than ten (10) days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken.
<PAGE> 4
SECTION 5. Voting Lists.
(a) The officer or agent having charge of the stock transfer books of the
Corporation shall make, at least ten (10) days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at a meeting,
arranged in alphabetical order, with the address of, and the number of shares
held by each, which list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office of the Corporation. It shall be
subject to inspection by any shareholder at any time during usual business
hours. Such lists shall also be produced and kept open at the time and place of
the meeting, and shall be subject to the inspection of any shareholder during
the whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the stockholders entitled to examine such list of
transfer books or to vote at any meeting of stockholders.
(b) Failure to comply with these requirements of this section shall not
affect the validity of any action taken at such meeting.
SECTION 6. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the shareholders. If less than a majority
of the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further notice.
At such next meeting after adjournment at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
<PAGE> 5
The shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. In no event shall a quorum consist of
less than one-third of the shares entitled to vote and represented at such
meeting.
SECTION 7. Proxies. At all meetings of the shareholders a shareholder
may vote by proxy, executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting. No proxy shall be valid
after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy, and in no event shall it remain irrevocable for a period
of more than eleven (11) months. In no event shall a proxy be valid for a
period longer than that allowed by law.
SECTION 8. Holding of Shares. Each outstanding share of every class
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of any class of shares
are limited by the Articles of Incorporation.
SECTION 9. Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation may be voted by
such officer, agent, or proxy as the bylaws of such corporation may prescribe,
or in the absence of such provision as the board of directors of such
corporation may determine, except as prohibited by law.
(b) Shares held by an administrator, executor, guardian or conservator
may be voted by him either in person or by proxy,
<PAGE> 6
without a transfer of such shares into his name, except as prohibited by law.
Shares standing in the name of a trustee, may be voted by him either in person
or by proxy, but no trustee shall be entitled to vote shares held by him without
a transfer of such shares into his name.
(c) Shares standing in the name of a receiver may be voted by such
receiver and shares held by or under the control of a receiver may be voted by
such receiver, without the transfer thereof into his name if the authority so to
do be contained in an appropriate order of the court by which such receiver was
appointed.
(d) A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
(e) Shares of its own stock belonging to the Corporation or held by it in
a fiduciary capacity shall not be voted directly or indirectly, at any meeting.
Such shares shall not be counted in determining the total number of outstanding
shares at any given time.
SECTION 10. Voting. Every shareholder entitled to vote shall have the
right to vote, in person or by proxy, the number of shares owned by him for or
against the question presented, and at each election for directors, to vote, in
person or by proxy, the number of shares owned by him for each of as many
persons as there are directors to be elected and for whose election he has a
right to vote, or to cumulate his votes in the matter set forth in Article 2.29
D of the Texas Business Corporation Act.
<PAGE> 7
SECTION 11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if they consent
in writing, setting forth the action so taken. The consent shall be signed by
all of the shareholders entitled to vote on the subject matter of the consent.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. The number of Directors of the Corporation shall be such
number, not less than one, as the Board shall by resolution determine from time
to time. The Directors shall be elected at each annual meeting of the
stockholders except that a majority of the Directors at the time in office,
including any Director who shall have resigned from the Board effective at a
future date, though less than a quorum, may fill any vacancy occurring on the
Board of Directors or any newly created directorship. Each Director shall hold
office until the next succeeding annual meeting of the stockholders and until
his successor shall have been elected and qualified, or until his earlier
resignation or removal.
SECTION 2. The Board of Directors shall not elect or propose for election
by the stockholders of the Corporation (a) any person who has attained age
seventy-two or will have attained that age on or before the date of his election
by the Board or proposed election by the stockholders, or (b) any employee of
the Corporation or any of its subsidiaries whose service as such employee has
terminated or will in normal course terminate on or
<PAGE> 8
before the date of his election by the Board or proposed election by the
stockholders.
The term of any Director who is an employee of the Corporation or of any
subsidiary of the Central and South West Corporation, shall expire concurrently
with the termination of service of that Director as such an employee.
SECTION 3. A regular meeting of the Board of Directors shall be held
immediately or as soon as practicable after the election of Directors in each
year, provided a quorum for such meeting can be obtained. Thereafter regular
meetings of the Board shall be held on such dates and at such hour and place as
to each meeting as the Board by resolution determines. Notice of every regular
meeting of the Board, except the first meeting after the election of Directors
in each year, stating the date, hour and place at which such meeting will be
held, shall be given to each Director personally, by telephone, by telegraph or
by mail, at least seven (7) days before the day of such meeting.
SECTION 4. Special meetings of the Board of Directors may be called by
the Chairman, by the President, the Vice Chairman, if any, or a Vice President
when acting in the Chairman's stead, or by any two Directors. Notice of every
special meeting of the Board, stating the time and place at which it will be
held, shall be given to each Director personally, by telephone, by telegraph or
by mail, at least four (4) days before the date of such meeting.
SECTION 5. Notice to a Director of any meeting may be waived in writing
by such Director, either before or after the
<PAGE> 9
meeting, and shall be deemed to have been waived by his attendance at the
meeting.
SECTION 6. A majority of the number of Directors fixed by these Bylaws
shall constitute a quorum for the transaction of business at any meeting of the
Board, but a lesser number may adjourn the meeting from time to time until a
quorum is obtained, or may adjourn sine die. At every meeting of the Board of
Directors at which a quorum is present a majority vote of the Directors present
shall be decisive of all questions before the meeting.
ARTICLE III
COMMITTEES
SECTION 1. The Board of Directors may from time to time appoint, by
resolution passed by a majority of the whole Board, standing or special
committees, each consisting of two or more Directors, each committee to have
such powers, permitted by law, as the Board may determine.
SECTION 2. Meetings of a committee may be called by the chairman of the
committee, by any two members of the committee or by the Chairman. Notice of
each committee meeting, stating the date, hour and place at which it will be
held shall be given to each member of the committee personally, by telephone, by
telegraph or by mail, at least four (4) days before the day of such meeting. A
majority of the members of a committee shall constitute a quorum for the
transaction of business at any meeting thereof, but a lesser number may adjourn
sine die. A majority vote of those present at a meeting of a committee at
<PAGE> 10
which a quorum is present shall be decisive of all questions before the meeting.
SECTION 3. In the absence or disqualification of any member of a
committee, the remaining member or members present at a meeting and not
disqualified from voting, whether or not constituting a quorum, may appoint
another Director to act at such meeting in the place of such absent or
disqualified member.
SECTION 4. Notice to a Director of any committee meeting may be waived in
writing by such Director, either before or after the meeting, and shall be
deemed to have been waived by his attendance at the meeting.
ARTICLE IV
OFFICERS
SECTION 1. There shall be elected by the Board of Directors at its first
meeting after the election of Directors in each year, a Chairman, a Chief
Executive Officer, a President, a Secretary and a Treasurer, and there may be
elected by the Board a Vice Chairman and such number of Vice Presidents,
including Executive Vice Presidents, as the Board may decide upon, a Chief
Financial Officer, a General Counsel, a Controller, and one or more Assistant
Vice Presidents, Assistant Secretaries, Assistant Controllers or Assistant
Treasurers. The Board may also provide for, and elect or appoint, at any time,
such other officers and prescribe for each of them such duties as in its
judgment may be desirable. The Chairman and the Chief Executive Officer shall
be, and any other officers may, but shall not be required to be, Directors of
the Corporation. Any two or more offices, except those of Chief Executive
<PAGE> 11
Officer and Secretary, may be held by the same person. All officers shall hold
their respective offices until the first meeting of the Board of Directors after
the next succeeding annual election of Directors and until their respective
successors shall have been elected and qualified, or until their earlier
resignation or removal. Any officer may be removed from office by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby. Such removal, however, shall be without prejudice to the
contract rights, if any, of the persons so removed. Election of an officer
shall not of itself create contract rights.
SECTION 2. The Chairman shall, when present, preside at all meetings of
the stockholders and of the Board of Directors and may attend any meeting of any
committee of the Board whether or not he is a member. The Chief Executive
Officer shall have general authority over all its affairs and over all its other
officers, agents and employees of the Corporation. He shall sign all papers and
documents to which his signature may be necessary or appropriate and shall have
such other powers and duties as usually devolve upon the chief executive officer
of a corporation, and such further powers and duties as may be prescribed for
him by the Board of Directors. He shall have authority to appoint, remove or
discharge any agent, employee or any officers not elected or appointed by the
Board of Directors and, when the Board is not in session, to suspend the
authority of any officer elected or appointed by the Board, subject to the
pleasure of the Board at its next meeting.
SECTION 3. The Vice Chairman shall have such specific powers and duties,
and such authority over the affairs of the
<PAGE> 12
Corporation, as may be prescribed for him by the Board of Directors or the
Chairman. The Vice Chairman shall report to the Chairman. In the absence or
disability of the Chairman, the Vice Chairman, in addition to his powers and
duties as such, shall exercise and perform the powers and duties of the
Chairman.
SECTION 4. The President shall be the chief operating officer of the
Corporation, and subject to the direction of the Board of Directors, the
Chairman, and the Chief Executive Officer, shall supervise the administration of
the affairs of the Corporation and shall perform such duties as are delegated to
him by the Chairman or the Chief Executive Officer. He shall sign all
instruments required by law or otherwise to be signed by the President. The
President shall report to the Chief Executive Officer. In the absence or
disability of the Chairman and the Chief Executive Officer, if any, the
President, in addition to his powers and duties as such, shall exercise and
perform the powers and duties of the Chairman.
SECTION 5. The officer designated as the Chief Financial Officer or the
Vice President of Information Resources of the Corporation, subject to the
direction of the Board of Directors, and the President, shall supervise the
administration of the affairs of the Corporation in the areas of financing,
taxes, treasury functions, accounting and rates and perform such duties as are
delegated to him by the President. He shall report to the President.
SECTION 6. Each Vice President shall report to the Chairman, the Vice
Chairman, if any, the President, or other officer as designated by the Chairman,
and shall have such powers and duties as may be prescribed for him by the Board
<PAGE> 13
of Directors, the Chairman or the officer to whom he reports if other than the
Chairman.
SECTION 7. The General Counsel shall be responsible for the supervision
of the legal affairs of the Corporation and in connection therewith shall have
such specific powers and duties as shall be delegated to him by the President.
The General Counsel shall report to the President.
SECTION 8. The Controller shall be responsible for the installation and
supervision of all accounting records of the Corporation, preparation and
interpretation of the financial statements and reports of the Corporation,
maintenance of appropriate and adequate records of authorized appropriations,
determination that all sums expended pursuant to such appropriations are
properly accounted for, and ascertainment that all financial transactions are
properly executed and recorded, and shall have such specific powers and duties
as shall be delegated to him by the President, the Chief Financial Officer or
the Vice President of Information Resources. The Controller may be required to
give bond to the Corporation for the faithful discharge of his duties in such
form and in such amount and with such surety as shall be determined by the Board
of Directors. The Controller shall report to the Chief Financial Officer or the
Vice President of Information Resources.
SECTION 9. The Secretary shall attend all meetings of the stockholders
and of the Board of Directors, shall keep a true and faithful record thereof,
and shall have the custody and care of the corporate seal, records, minute books
<PAGE> 14
and stock books of the Corporation. Except as may be otherwise required by law,
he shall sign and issue all notices required for meetings of stockholders and of
the Board of Directors. Whenever requested by the requisite number of
stockholders or Directors, he shall give notice, in the name of the stockholders
or Directors making the request, of a meeting of the stockholders or of the
Board of Directors, as the case may be. He shall sign all documents and papers
to which his signature may be necessary or appropriate, shall affix and attest
the seal of the Corporation to all instruments requiring the seal, and shall
have such other powers and duties as are commonly incidental to the office of
the secretary of a corporation or as may be prescribed for him by the Board of
Directors, the President or the General Counsel. He shall report to the
President.
SECTION 10. The Treasurer shall have charge of and be responsible for the
collection, receipt, custody and disbursement of the funds of the Corporation,
and shall deposit its funds in the name of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may direct. Such
funds shall be subject to withdrawal only upon checks or drafts signed or
authenticated in such manner as may be designated from time to time by
resolution of the Board of Directors. The Treasurer shall have the custody of
such books and papers as in the practical business operations of the Corporation
shall be convenient or as shall be placed in his custody by order of the Board
of Directors. He shall have such other powers and duties as are commonly
incidental to the office of the treasurer of a corporation or as may be
<PAGE> 15
prescribed for him by the Board of Directors, the President, the Chief Financial
Officer or the Vice President of Information Resources. Securities owned by the
Corporation shall be in the custody of the Treasurer or of such other officers,
agents or depositories as may be designated by the Board of Directors. The
Treasurer may be required to give bond to the Corporation for the faithful
discharge of his duties in such form and in such amount and with such surety as
shall be determined by the Board of Directors. He shall report to the Chief
Financial Officer or the Vice President of Information Resources.
SECTION 11. Assistant Vice President, Secretary, Controllers and
Treasurers, if any, shall respectively assist the Vice President or Vice
Presidents to whom they are assigned, the Secretary, the Controller and the
Treasurer in the performance of the duties assigned to such principal officers,
and in so doing each shall have the powers of their respective principal
officers. In case of the absence, disability, death, resignation or removal
from office of any of such principal officers, his duties shall, except as
otherwise ordered by the Board of Directors, temporarily devolve upon such
assistant officer as shall be designated by the Chairman. Such assistant
officers shall also perform such other duties as may be assigned to them from
time to time by their respective principal officers, by the Chairman or by the
Board of Directors.
ARTICLE V
INDEMNIFICATION
Each person who is or was or had agreed to become a Director, officer,
employee or agent of the Corporation and each
<PAGE> 16
person who is or was serving or had agreed to serve at the request of the Board
of Directors or an officer of the Corporation as a Director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, (including heirs, executors, administrators or estate of such
person), shall be indemnified (including, without limitation, the advancement of
expenses and payment of all loss, liability and expenses) by the Corporation
against any liability asserted against him in such a capacity or arising out of
his status as such a person, even though due to his own negligence, whether sole
or joint and concurrent with the negligence of others, to the full extent
permitted by the Texas Business Corporation Act or any other applicable laws as
presently in effect or as may hereafter be amended (but in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said laws permitted the Corporation
to provide prior to such amendment) against any and all claims and liabilities
arising out of or connected with such person's service in any of such capacities
including claims predicated in whole or in part upon the negligence of such
person; provided however, that no person shall be indemnified for amounts paid
in settlement unless the terms and conditions of such settlement have been
consented to by the Corporation and provided further that no indemnification for
employees or agents (other than Directors and officers) will be made without the
express authorization of the Corporation's Board of Directors.
<PAGE> 17
ARTICLE VI
MISCELLANEOUS
SECTION 1. No debts shall be contracted by or on behalf of the
Corporation, except for current expenses incurred in the ordinary course of
business, unless authorized or approved by the Board of Directors, or by the
Chairman, the Vice Chairman, if any, the President or a Vice President when
acting pursuant to authority or approval granted by the Board.
SECTION 2. The fiscal year of the Corporation shall be the calendar year.
ARTICLE VII
AMENDMENT OF BYLAWS
These Bylaws may be altered, amended or repealed by the Board of Directors
at any regular or special meeting of the Board, or by the stockholders, as
provided by law.
<PAGE> 1
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
AGREEMENT FOR FILING CONSOLIDATED
FEDERAL INCOME TAX RETURN AND FOR
ALLOCATION OF CONSOLIDATED FEDERAL
INCOME TAX LIABILITIES AND BENEFITS
DATED APRIL 30, 1994
Central and South West Corporation, a registered public
utility holding company, and its Subsidiaries (collectively
referred to as "the Parties") hereby agree to annually join in the
filing of a consolidated Federal income tax return and to allocate
the consolidated Federal income tax liabilities and benefits among
the members of the consolidated group in accordance with the
provisions of this Agreement.
1. Parties To The Agreement
Federal Employer
Company and Address Identification Number
Central and South West Corporation 51-0007707
Dallas, Texas
Central Power and Light Company 74-0550600
Corpus Christi, Texas
Public Service Company of Oklahoma 73-0410895
Tulsa, Oklahoma
Southwestern Electric Power Company 72-0323455
Shreveport, Louisiana
West Texas Utilities Company 75-0646790
Abilene, Texas
Transok, Inc. 73-0625667
Tulsa, Oklahoma
Central and South West Services, Inc. 75-1296566
Dallas, Texas
<PAGE> 2
CSW Leasing, Inc. 75-2013749
Dallas, Texas
CSW Credit, Inc. 75-2055555
Dallas, Texas
CSW Energy, Inc. 75-1901710
Dallas, Texas
Ash Creek Mining Company 73-1008093
Tulsa, Oklahoma
Transok Ventures Company 73-1263285
Tulsa, Oklahoma
Transok Acquisition Company 73-1394306
Tulsa, Oklahoma
Transok Gas Company 75-2142711
Tulsa, Oklahoma
Transok Gas Transmission Company 74-1829715
Tulsa, Oklahoma
Transok Gas Gathering Company 75-2088284
Tulsa, Oklahoma
Transok Gas Processing Company 73-1398682
Tulsa, Oklahoma
Transok Properties, Inc. 73-1414200
Tulsa, Oklahoma
Southwest Arkansas Utilities Corporation 71-6052763
DeQueen, Arkansas
CSW Development-I, Inc. 75-2370921
Dallas, Texas
CSW Development-II, Inc. 75-2439272
Dallas, Texas
CSW Ft. Lupton, Inc. 75-2474488
Dallas, Texas
Noah I Power G.P., Inc. 33-0489753
Dallas, Texas
CSW Orange, Inc. 75-2505862
Dallas, Texas
<PAGE> 3
2. DEFINITIONS
"Consolidated tax" is the aggregate current Federal
income tax liability for a tax year, being the tax shown
on the consolidated Federal income tax return and any
adjustments thereto.
"Corporate taxable income" is the taxable income of a
subsidiary company for a tax year, computed as though
such company had filed a separate return on the same
basis as used in the consolidated return, except that
dividend income from subsidiary companies shall be
disregarded, and other intercompany transactions,
eliminated in consolidation, shall be given appropriate
effect.
"Corporate taxable loss" is the taxable loss of a
subsidiary company for a tax year, computed as though
such company had filed a separate return on the same
basis as used in the consolidated return, except that
dividend income from subsidiary companies shall be
disregarded, and other intercompany transactions,
eliminated in consolidation, shall be given appropriate
effect.
These definitions shall apply, as appropriate, in the
context of the Alternative Minimum Tax ("AMT").
<PAGE> 4
3. TAX ALLOCATION PROCEDURES
The consolidated tax shall be allocated among the members
of the group consistent with Rule 45(c) of the Public
Utility Holding Company Act of 1935, utilizing the
"separate return corporate taxable income" method, in the
following manner:
(a) Intercompany transactions eliminated by
consolidation entries which affect the
consolidated taxable income will be restored
to the appropriate member for the purpose of
computing separate return corporate taxable
income or loss.
(b) The consolidated regular tax, exclusive
of the AMT and calculated prior to the
reduction for any credits including the AMT
credit, will be allocated among the members of
the group based on the ratio of each member's
separate return corporate taxable income to
the total separate return corporate taxable
income.
(c) The consolidated AMT and the
Environmental Tax will be allocated among the
members of the group based on the ratio of
each member's separate return corporate
Alternative Minimum Taxable Income ("AMTI") to
the total separate corporate return AMTI.
<PAGE> 5
(d) With the exception of the parent
corporation, each member of the group having a
separate return corporate taxable loss will be
included in the allocation of the regular
consolidated tax. Such loss members will
receive current payment for the reduction
in the regular consolidated tax liability
resulting from the inclusion of the losses of
such members in the consolidated return.
Any regular tax savings in consolidation will
be allocated to the members of the group
having separate return corporate taxable
income as provided in sub-section (b).
If the aggregate of the member's separate
return corporate taxable losses are not
entirely utilized on the current year's
consolidated return, the consolidated carry-
back to the applicable prior tax year(s) will
be allocated in accordance with section 6.
(e) The tax allocated to any member of the
group shall not exceed the separate return tax
of such member.
<PAGE> 6
(f) General business credits, other tax
credits and capital losses shall be equitably
allocated to those members whose investments
or contributions generated the credit or
capital loss.
If the credit or capital loss can not be
entirely utilized to offset consolidated tax,
the credit or capital loss carryover shall be
equitably allocated on a separate return basis
to those members whose investments or
contributions generated the credit or capital
loss.
(g) In the event a portion of the consolidated
AMT is not allocable to members because of the
limitation in sub-section (e), the parent
corporation will pay the unallocated AMT.
Such unallocated AMT will be carried forward,
and, if appropriate, allocated to applicable
members in subsequent taxable years to the
extent allowed under sub-section (e). If any
remaining unallocated AMT is recovered on a
consolidated basis in a subsequent year by the
reduction of the consolidated regular tax by
the AMT credit, the parent corporation will
receive the entire tax benefit of such
<PAGE> 7
recovery until the unallocated AMT is
eliminated.
4. EXCLUDED SUBSIDIARY COMPANIES
Prior to the 1991 tax year, CSW Leasing, Inc. and CSW
Energy, Inc. were excluded from the tax allocation
pursuant to Rule 45(c)(4) and the tax benefits
attributable to such companies' losses and credits were
allocated to the parent corporation. These excluded
companies retain separate return carryover rights for the
losses and credits availed of by the parent corporation
through the consolidated return. On future consolidated
tax allocations, the parent corporation shall pay such
companies for the previously allocated tax benefits to
the extent the companies are able to offset separate
return corporate taxable income with such carryovers.
5. PARENT CORPORATION LOSS
Any regular tax savings in consolidation from the parent
corporation shall be allocated to those members which
have separate return corporate taxable income in the same
manner as the consolidated tax is allocated. Members
having a separate return corporate taxable loss will not
participate in the allocation of the parent company loss.
<PAGE> 8
6. TAX ADJUSTMENTS
In the event the consolidated tax liability is
subsequently revised by Internal Revenue Service audit
adjustments, amended returns, claims for refund, or
otherwise, such changes shall be allocated in the same
manner as though the adjustments on which they are based
had formed part of the original consolidated return.
7. EFFECTIVE DATE
This Agreement is effective for the allocation of the
current Federal income tax liabilities of the Parties for
the tax year 1993 and all subsequent years until this
Agreement is revised in writing.
8. APPROVAL
This Agreement is subject to the approval of the
Securities and Exchange Commission. A copy of this
Agreement will be filed as an exhibit to the Form U5S
Annual Report to the Securities and Exchange Commission
by Central and South West Corporation for the year ended
December 31, 1993.
<PAGE> 9
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned, duly authorized, have signed
this Agreement on behalf of the Parties indicated.
Central and South West Corporation
By WENDY G. HARGUS, CONTROLLER
Wendy G. Hargus, Controller
Central and South West Services, Inc.
By /s/ Harry D. Mattison
Chief Executive Officer
Central Power and Light Company
By /s/ Robert R. Carey
President and Chief Executive Officer
Public Service Company of Oklahoma
By /s/ Robert L. Zemanek
President and Chief Executive Officer
Southwestern Electric Power Company
By /s/ Richard H. Bremer
President and Chief Executive Officer
West Texas Utilities Company
By /s/ Glenn Files
President and Chief Executive Officer
Transok, Inc.
Transok Ventures Company
Transok Acquisition Company
Transok Gas Company
Transok Gas Transmission Company
Transok Gas Gathering Company
Transok Gas Processing Company
Transok Properties, Inc.
By /s/ F. Joseph Becraft
President and Chief Executive Officer
<PAGE> 10
CSW Energy, Inc.
CSW Development-I, Inc.
CSW Development-II, Inc.
CSW Ft. Lupton, Inc.
Noah I Power G.P., Inc.
CSW Orange, Inc.
By /s/ Terry D. Dennis
President and Chief Executive Officer
CSW Credit, Inc.
By /s/ Glenn D. Rosilier
President
CSW Leasing, Inc.
By /s/ Thomas V. Shockley, III
President
Ash Creek Mining Company
By /s/ E. Michael Williams
President
Southwest Arkansas Utilities Corporation
By /s/ Thomas H. DeWeese
President
EXHIBIT E-1
SWEPCO STATEMENT OF ENVIRONMENTAL LABORATORY SERVICES
FOR THE YEAR ENDED DECEMBER 31, 1993
(THOUSANDS)
NON-AFFILIATES TO WHOM LABORATORY SERVICES PROVIDED REVENUE COST
DOLET HILLS MINING VENTURE $27 $13
SABINE MINING CO. $49 $23
CSW CREDIT, INC.
1993 FINANCIAL STATEMENTS
<PAGE> 1
Report of Independent Public Accountants
To the Board of Directors of CSW Credit, Inc.:
We have audited the accompanying balance sheets of CSW Credit, Inc. (a Delaware
corporation and wholly owned subsidiary of Central and South West Corporation)
as of December 31, 1993 and 1992, and the related statements of income, retained
earnings and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CSW Credit, Inc., as of
December 31, 1993 and 1992, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
As discussed in Note 1 to the financial statements, CSW Credit, Inc., changed
its method of accounting for income taxes.
Dallas, Texas
February 21, 1994
<PAGE> 2
CSW CREDIT, INC.
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31
1993 1992
(thousands)
REVENUES $ 50,705 $ 22,993
OPERATING EXPENSES
Interest 22,210 12,106
Provision for bad debts 15,206 7,127
Credit line fees 1,782 981
General and administrative 1,359 557
40,557 20,771
INCOME BEFORE FEDERAL INCOME TAXES 10,148 2,222
FEDERAL INCOME TAXES
Current 7,267 967
Deferred (4,311) (39)
2,956 928
NET INCOME before cumulative
effect of accounting change 7,192 1,294
Cumulative effect of change
in accounting for Federal Income Tax 164 -
NET INCOME $ 7,356 $ 1,294
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE> 3
CSW CREDIT, INC.
BALANCE SHEETS
AS OF DECEMBER 31
1993 1992
(thousands)
ASSETS
Accounts receivable, net of allowance for
doubtful accounts of $9,887,000 in 1993
and $5,311,000 in 1992 $677,853 $301,781
Cash and temporary cash investments 26,876 58,250
Other assets 9,699 3,953
$714,428 $363,984
LIABILITIES AND STOCKHOLDER'S EQUITY
Short-term debt $641,100 $326,100
Account payable to bank - 12,682
Deferred credit 13,881 6,292
Other liabilities 9,276 51
Unearned revenue 1,903 701
666,160 345,826
Stockholder's equity
Common stock, no par; authorized 1,000 shares;
issued and outstanding 214 and 217 shares 1 1
Paid-in capital 48,267 18,157
48,268 18,158
$714,428 $363,984
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE> 4
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31
ADDITIONAL TOTAL
COMMON PAID-IN RETAINED STOCKHOLDER'S
STOCK CAPITAL EARNINGS EQUITY
BALANCE DECEMBER 31, 1991 $ 1 $ 17,475 $ - $ 17,476
Capital contribution - 682 - 682
Net income - - 1,294 1,294
Common stock dividends - - (1,294) (1,294)
BALANCE DECEMBER 31, 1992 1 18,157 - 18,158
Capital contribution - 30,110 - 30,110
Net income - - 7,356 7,356
Common stock dividends - - (7,356) (7,356)
BALANCE DECEMBER 31, 1993 $ 1 $ 48,267 $ - $ 48,268
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE> 5
CSW CREDIT, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
1993 1992
OPERATING EXPENSES (thousands)
Net income $ 7,356 $ 1,294
Non-cash items included in net income
Deferred taxes (4,475) (39)
Change in deferred credit 7,589 (353)
Change in other assets and liabilities 8,039 (789)
18,509 113
INVESTING ACTIVITIES
Accounts receivable, net of allowance for
doubtful accounts (376,072) 22,091
FINANCING ACTIVITIES
Change in account payable to bank (12,682) 12,682
Change in short-term debt 315,000 24,157
Capital contributions 30,110 682
Payment of dividends (6,239) (1,556)
326,189 35,965
NET CHANGE IN CASH AND CASH EQUIVALENTS (31,374) 58,169
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 58,250 81
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 26,876 $ 58,250
SUPPLEMENTARY INFORMATION
Interest paid $ 22,175 $ 12,175
Income taxes paid $ 5,459 $ 1,169
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE> 6
CSW CREDIT, INC.
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CSW Credit, Inc. (Company) is a wholly owned subsidiary of Central and
South West Corporation (CSW), and purchases, without recourse, the accounts
receivable of CSW's operating subsidiary companies and non-affiliated companies.
Revenues in 1993 and 1992 from affiliated companies were $21.9 million and $20.4
million. The more significant accounting policies are summarized below:
Revenue Recognition
Revenues are generally recorded for the differences between the face
amount of the receivables purchased and the purchase price.
Allowance for Doubtful Accounts
The Company maintains an allowance for doubtful accounts at a level
which reflects the amount of receivables not reasonably expected to be
collected. The allowance is determined principally on the basis of collection
experience. Receivables are charged off when they are determined to be
uncollectable.
Federal Income Taxes
The Company, together with affiliated companies, files a consolidated
Federal income tax return. Federal income tax expense resulted in effective
rates of 27.5 % in 1993 and 41.8% in 1992, which varies from the amount computed
by applying the statutory rate of 35% in 1993 and 34% in 1992 to income before
Federal income taxes. The lower effective tax rate in 1993 is primarily due to
consolidated tax savings allocated to the Company. The higher effective tax
rate in 1992 is due to the resolution of prior year's Internal Revenue Service
audits.
Deferred income taxes resulted primarily from the differences between
tax deductions for bad debts and those expensed for book purposes. The Internal
Revenue Code provides for tax deductions for bad debts when they are charged
off.
In 1992, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes
effective January 1, 1993. SFAS No. 109 requires a change in the accounting
and reporting for income taxes from a deferral method to a liability approach.
The net effect on the Company's earnings was a one time $164 thousand increase
to net income.
Statements of Cash Flows
Cash equivalents are considered to be highly liquid debt instruments
purchased with a maturity of three months or less. Accordingly, the Company's
temporary cash investments are considered cash equivalents.
Related Party Transactions
The Company is managed by Central and South West Services, Inc.
(CSWS), a wholly-owned subsidiary of CSW. CSWS provides administrative services
to the Company and is reimbursed for the cost of such services.
<PAGE> 7
(2) REGULATION
The Company is subject to regulation by the Securities and Exchange
Commission (SEC) under the Public Utility Holding Company Act of 1935, as
amended. The SEC has approved the Company's method of calculating the discount
associated with the purchase of CSW subsidiary companies' accounts receivable.
(3) SHORT-TERM FINANCING
The Company issues commercial paper that is secured by the assignment of
its receivables. The weighted average interest rates for 1993 and 1992 were
3.2% and 3.9%. At December 31, 1993, the Company had a revolving credit
agreement aggregating $960 million to back up its commercial paper program.
(4) ACCOUNT PAYABLE TO BANK
The account payable to bank represents an overdraft position at December
31, 1992. This amount was repaid on January 4, 1993.
(5) HOUSTON LIGHTING & POWER COMPANY
The Company entered into an agreement with Houston Lighting & Power
Company (HLP) to purchase substantially all of HLP's utility receivables. The
initial purchase totaled $299 million, net of allowance for doubtful accounts,
and occurred January 12, 1993.
The Company is currently subject to a restriction (50% Restriction) such
that the average amount of non-affiliated receivables must be less than the
average amount of affiliated receivables outstanding as of the end of each
calendar month during the preceding 12 month period.
The Company has complied with the 50% Restriction since the purchase of
HLP receivables and has received SEC authority to sell a sufficient amount of
HLP receivables acquired by the Company from HLP to unrelated third parties so
that the Company remains in compliance with the 50% Restriction.
THE ARKLAHOMA CORPORATION
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED NOVEMBER 30, 1993 AND 1992
%
1993 1992 Inc/(Dec) Var
REVENUES:
Interest Income $9,389 $12,593 ($3,204) (25)
Other 25 25 0 0
Total Revenue 9,414 12,618 (3,204) (25)
OPERATING EXPENSES:
Administrative and general 5,895 5,760 135 2
Other 659 640 18 3
Total Operating Expenses 6,554 6,400 153 2
Income before Federal and
state income taxes 2,860 6,218 (3,357) (54)
FEDERAL AND STATE INCOME TAXES 429 932 (503) (54)
NET INCOME $2,431 $5,286 ($2,855) (54)
Retained Earnings,
Balance at beginning of
period $630,481 $625,195 $5,286 1
Net Income 2,431 5,286 (2,855) (54)
Retained Earnings,
end of year $632,912 $630,481 $2,431 0
<PAGE>
THE ARKLAHOMA CORPORATION
COMPARATIVE BALANCE SHEET
AS OF NOVEMBER 31, 1993 AND 1992
%
ASSETS 1993 1992 Inct(Dec) Var
Electric plant leased
to others $2,561,863 $2,561,863 $0 0
Less - Reserve for
depreciation 2,249,240 2,249,240 0 0
Total Utility Plant-Net 312,623 312,623 0 0
Cash an cash equivalents 291,963 287,151 4,812 2
Accounts receivable:
From Associated companies 225,538 84,274 141,264 168
Prepayments 571 1,282 (711) (55)
Total Current Assets 518,072 372,707 145,365 39
TOTAL ASSETS $830,695 $685,330 $145,365 21
CAPITALIZATION AND LIABILITIES
Common stock issued $50,000 $50,000 $0 0
Unappropriated retained
earnings 632,912 630,481 2,431 0
Total Capitalization 682,912 680,481 2,431 0
Accounts payable -
associated companies 142,799 0 142,799
other 4,984 4,849 135 3
Total liabilities 147,799 0 142,799
TOTAL CAPITALIZATION AND
LIABILITIES $830,695 $685,330 $145,365 21
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENT OF CASH FLOWS
YEARS ENDED NOVEMBER 31, 1993 AND 1992
%
1993 1992 Inc/(Dec) Var
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $2,431 $5,286 ($2,855) (54)
Change in Certain Assets and Liabilities
providing (using) cash -
Accounts Receivable (141,264) (6,006) (135,258)
Other Current Assets 711 (717) 1,428 (199)
Accounts Payable 142,934 126 142,808
Taxes Payable 0 (32) 32 (100)
Net Cash Provided From (Used In)
Operating Activities 4,812 (1,343) 6,155 (458)
NET INCREASE (DECREASE) IN CASH 4,812 (1,343) 6,155 (458)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 287,151 288,494 (1,343) 0
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $291,963 $287,151 $4,812 2
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash (Refunded) Paid During The Year
For Income Taxes ($266) $1,682 ($1,948)
DISCLOSURE OF ACCOUNTING POLICY:
For the purposes of these financial statements, the Company considers all
highly liquid debt instruments purchased with a maturity of three months
or less to be cash equivalents. These investments are carried at cost which
approximates market.
<PAGE>
THE ARKLAHOMA CORPORATION
ELECTRIC PLANT
NOVEMBER 1993
<TABLE>
<CAPTION>
CURRENT YEAR TOTAL TO DATE
NET
ADDITIONS RETIREMENTS ADDITIONS RETIREMENTS ADDITIONS
<S> <C> <C> <C> <C> <C>
INTANGIBLE PLANT
Organization $0 $0 $55 $0 $55
TOTAL INTANGIBLE PLANT 0 0 55 0 55
TRANSMISSION PLANT
Land and Land Rights 62,652 62,652
Structures and Improvements 45,689 37,735 7,954
Station Equipment 1,457,974 1,380,003 77,971
Poles and Fixtures 1,117,554 169,100 948,454
Overhead Conductors and
Devices 1,693,359 262,049 1,431,310
Roads and Trails 388 56 332
TOTAL TRANSMISSION PLANT 0 0 4,377,616 1,848,943 2,528,673
DISTRIBUTION PLANT
Land and Land Rights 655 655 0
Poles, Towers and Fixtures 1,176 1,176 0
Overhead Conductors and
Devices 1,437 1,437 0
Line Transformers 155 155 0
Services 36 36 0
TOTAL DISTRIBUTION PLANT 0 0 3,459 3,459 0
GENERAL PLANT
Office Furniture and Equipment 160 0 160
Transportation Equipment 8,362 8,362 0
Tools, Shop and Garage
Equipment 5,582 5,582 0
Communication Equipment 50,875 17,900 32,975
TOTAL GENERAL PLANT 0 0 64,979 31,844 33,135
TOTAL ELECTRIC PLANT
LEASED TO OTHERS 0 0 4,446,109 1,884,246 2,561,863
TOTAL ELECTRIC PLANT
PURCHASED OR SOLD 0 0 10,648 10,648 0
TOTAL UTILITY PLANT $0 $0 $4,456,757 $1,894,894 $2,561,863
</TABLE>
CENTRAL POWER AND LIGHT AN ORIGINAL DECEMBER 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION
Total
Line Item (All Electric) Electric
No. (a) (b) (c)
1 UTILITY PLANT
2 In Service
3 Plant in Service (Classified) 4,324,574,105 4,324,574,105
4 Property Under Capital Leases 1,840,689 1,840,689
5 Plant Purchased or Sold 0 0
6 Completed Construction not Classified 2,543,812 2,543,812
7 Experimental Plant Unclassified 0 0
8 TOTAL (Enter Total of lines
3 thru 7) 4,328,958,606 4,328,958,606
9 Leased to Others 0 0
10 Held for Future Use 58,972,371 58,972,371
11 CWIP 168,420,823 168,420,823
12 Acquisition Adjustments 0 0
13 TOTAL Utility Plant (Enter 4,556,351,800 4,556,351,800
Total of lines 8 thru 12)
14 Accum. Prov. for Depr.,
Amort., & Depl. 1,189,919,372 1,189,919,372
15 Net Utility Plant (Enter total 3,366,432,428 3,366,432,428
of line 13 less 14)
16 DETAIL OF ACCUMULATED PROVISIONS FOR
DEPRECIATION, AMORTIZATION AND DEPLETION
17 In Service:
18 Depreciation 1,162,948,739 1,162,948,739
19 Amort. and Depl. of Producing
Nat. Gas Land and Land Rights
20 Amort. of Underground Storage
Land and Land Rights
21 Amort. of Other Utility Plant 1,804,056 1,804,056
22 TOTAL in Service 1,164,752,795 1,164,752,795
(Enter Total of lines 18 thru 21)
23 Leased to Others
24 Depreciation 0 0
25 Amortization and Depletion 0 0
26 TOTAL Leased to Others 0 0
(Enter Total of lines 24 and 25)
27 Held for Future Use
28 Depreciation 25,166,577 25,166,577
29 Amortization 0 0
30 TOTAL Held for Future Use 25,166,577 25,166,577
(Ent. Tot. of lines 28 and 29)
31 Abandonment of Leases (Natural Gas) 0 0
32 Amort. of Plant Acquisition Adjustment 0 0
TOTAL Accumulated Provisions (Should
agree with line 14 above)(Enter
33 Total of lines 22,26,30,31 and 32) 1,189,919,372 1,189,919,372
Page 200
<PAGE>
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION (Continued)
Gas Other Other Other Common Line
(Specify) (Specify) (Specify)
(d) (e) (f) (g) (h) No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
Page 201
<PAGE>
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106)
1. Report below the original cost of electric plant service according to the
prescribed accounts.
2. In addition to Account 101, Electric Plant in Service (Classified), this
page and the next include Account 102, Electric Plant Purchased or Sold; Account
103, Experimental Gas Plant Unclassified; and Account 106, Completed
Construction Not Classified-Electric.
3. Include in column (c) or (d), as appropriate, corrections of additions and
retirements for the current or preceding year.
4. Enclose in parentheses credit adjustments of plant accounts to indicate the
negative effect of such accounts.
5. Classify Account 106 according to prescribed accounts, on an estimated basis
if necessary, and include the entries in column (c). Also to be included in
column (c) are entries for reversals of tentative distributions of prior year
reported in column (b). Likewise, if the respondent has a significant amount of
plant retirements which have not been classified to primary accounts at the end
of the year, include in column (d) a tentative distribution of such retirements,
on an estimated basis, with appropriate contra entry to the account for
accumulated depreciation provision. Include also in column (d) reversals of
tentative distributions of prior year of unclassified retirements. Attach
supplemental statement showing the account distributions of these tentative
classifications in columns (c) and (d) including the reversals of the prior
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
1 1. INTANGIBLE PLANT
2 (301) Organization
3 (302) Franchises and Consents
4 (303) Miscellaneous Intangible Plant 2,416,955 1,443,948
5 TOTAL Intangible Plant 2,416,955 1,443,948
(Enter Total of lines 2, 3, and 4)
6 2. PRODUCTION PLANT
7 A. Steam Production Plant
8 (310) Land and Land Rights 16,418,760 0
9 (311) Structures and Improvements 115,461,337 114,442
10 (312) Boiler Plant Equipment 321,735,275 920,467
11 (313) Engines and Engine-Driven
Generators
12 (314) Turbogenerator Units 186,850,276 982,932
13 (315) Accessory Electric Equipment 35,742,140 114,442
14 (316) Misc. Power Plant Equipment 10,243,603 151,700
15 TOTAL Steam Production Plant 686,451,391 2,188,199
(Enter Total of lines 8 thru 14)
16 B. Nuclear Production Plant
17 (320) Land and Land Rights 4,653,347 0
18 (321) Structures and Improvements 1,015,780,976 756,179
19 (322) Reactor Plant Equipment 694,512,129 1,492,256
20 (323) Turbogenerator Units 150,061,732 1,440,199
21 (324) Accessory Electric Equipment 415,449,108 506,485
22 (325) Misc. Power Plant Equipment 28,314,420 3,144,799
23 TOTAL Nuclear Production Plant 2,308,771,712 7,339,918
(Enter Total of lines 17 thru 22)
24 C. Hydraulic Production Plant
25 (330) Land and Land Rights 2,202 0
26 (331) Structures and Improvements 290,513 0
27 (332) Reservoirs, Dams, and Waterways 238,196 0
28 (333) Water Wheels, Turbines, and Generators 116,289 0
29 (334) Accessory Electric Equipment 233,174 0
30 (335) Misc. Power Plant Equipment 34,532 2,498
31 (336) Roads, Railroads, and Bridges
32 TOTAL Hydraulic Production Plant 914,906 2,498
(Enter Total of lines 25 thru 31)
33 D. Other Production Plant
34 (340) Land and Land Rights
35 (341) Structures and Improvements 391,998
36(342)Fuel Holders, Products and Accessories 667,022
37 (343) Prime Movers 415,471
38 (344) Generators 5,184,890
39 (345) Accessory Electric Equipment 112,582
Page 204
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued)
years tentative account distributions of these amounts. Careful observance of
the above instructions and the texts of Account 101 and 106 will avoid serious
ommissions of the reported amount of the respondent's plant actually in service
at end of year.
6. Show in column (f) recalssifications or transfers within utility plant
accounts. Include also in column (f) the additions or reductions of primary
account classifications arising form distribution of amounts initially recorded
in Account 102. In showing the clearance of Account 102, include in column (e)
the amounts with respect to accumulated provision for depreciation, acquisition
adjustment , etc., and show in column (f) only the offset to the debits or
credits distributed in column (f) to primary account classifications.
7. For Account 399, state the nature and use of plant included in this account
and if substantial in amount submit a supplementary sheet showin subaccount
classification of such plant conforming to the requirements of these pages.
8. For each amount comprising the reported balance and changes in Account 102,
state the property purchased or sold, name of vendor or purchaser, and date the
transaction. If proposed journal entries have been filed with the Commission as
required by the Uniform System of Accounts, five also date of such filing.
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
1
(301) 2
(302) 3
3,860,903 (303) 4
3,860,903 5
6
7
16,418,760 (310) 8
597 325,740 115,805,138 (311) 9
111,700 203,499 322,747,541 (312) 10
(313) 11
183,337 186,709 187,836,580 (314) 12
6,000 35,850,582 (315) 13
1,635 10,396,938 (316) 14
301,634 717,583 685,055,539 15
16
4,653,347 (320) 17
197,296 3,673,628 1,020,013,487 (321) 18
957,322 696,961,707 (322) 19
173,597 151,675,528 (323) 20
131,712 416,087,305 (324) 21
535,362 (3,647,919) 27,275,938 (325) 22
732,658 1,288,340 2,316,667,312 23
24
2,202 (330) 25
290,513 (331) 26
238,196 (332) 27
116,289 (333) 28
233,174 (334) 29
37,030 (335) 30
(336) 31
917,404 32
33
(340) 34
391,998 (341) 35
667,022 (342) 36
415,471 (343) 37
5,184,890 (344) 38
112,582 (345) 39
Page 205
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) (CONTINUED)
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
40 (346) Misc. Power Plant Equipment 46,940
41 TOTAL Other Production Plant 6,818,903
(Enter Total of lines 34 thru 40)
42 TOTAL Production Plant (Enter 3,002,956,912 9,530,615
Total of lines 15, 23, 32, and 41)
43 3. TRANSMISSION PLANT
44 (350) Land and Land Rights 24,816,482 1,035,858
45 (352) Structures and Improvements 2,999,833 308,605
46 (353) Station Equipment 125,887,511 4,843,972
47 (354) Towers and Fixtures 28,900,644 273,543
48 (355) Poles and Fixtures 59,710,376 1,381,280
49 (356) Overhead Conductors and Devices 85,354,586 1,567,537
50 (357) Underground Conduit 530,085
51 (358) Underground Conductors 900,608 12,779,541
and Devices
52 (359) Roads and Trails 257,801
53 TOTAL Transmission Plant 329,357,926 22,190,336
(Enter Total of lines 44 thru 52)
54 4. DISTRIBUTION PLANT
55 (360) Land and Land Rights 2,298,991 72,197
56 (361) Structures and Improvements 4,427,921 213,478
57 (362) Station Equipment 65,873,757 3,038,402
58 (363) Storage Battery Equipment
59 (364) Poles, Towers, and Fixtures 181,829,239 14,534,888
60 (365) Overhead Conductors and Devices 136,706,662 9,963,455
61 (366) Underground Conduit 9,112,864 440,399
62 (367) Underground Conductors and Devices 38,353,795 2,988,597
63 (368) Line Transformers 158,763,814 11,635,242
64 (369) Services 41,407,272 3,977,752
65 (370) Meters 40,292,337 2,812,293
66 (371.1) Installations on Customers
Premises-Area Lights 12,685,806 2,658,963
(371.2) Installations on Customers
Premises-Flood Lights 6,638,521 4,345,362
67 (372) Leased Property on
Customer Premises
68 (373) Street Lighting and Signal System 16,925,507 1,258,613
69 TOTAL Distribution Plant 715,316,486 57,939,641
(Enter Total of lines 55 thru 68)
70 5. GENERAL PLANT
71 (389) Land and Land Rights 5,776,866 1,750
72 (390) Structures and Improvements 52,564,340 528,205
73 (391) Office Furniture and Equipment 13,077,355 779,920
74 (392) Transportation Equipment 12,302,848 66,473
75 (393) Stores Equipment 1,130,742 30,593
76 (394) Tools, Shop and Garage Equipment 5,277,607 282,280
77 (395) Laboratory Equipment 375,452 55,800
78 (396) Power Operated Equipment 278,470 116,965
79 (397) Communication Equipment 30,379,351 2,845,049
80 (398) Miscellaneous Equipment 691,540 807
81 SUBTOTAL (Enter Total of 121,854,571 4,707,842
lines 71 thru 80)
82 (399) Other Tangible Property 71,927,318 10,327
83 TOTAL General Plant 193,781,889 4,707,842
(Enter Total of lines 81 and 82)
84 TOTAL (Accounts 101 4,243,830,168 95,822,709
and 106)
85 (102) Electric Plant Purchased (75,618)
86 (Less) (102) Electric Plant Sold
87 (103) Experimental Plant Unclassified
88 TOTAL Electric Plant in Service 4,243,754,550 95,822,709
Page 206
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106)(Continued)
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
46,940 (346) 40
6,818,903 41
1,034,292 3,013,459,158 42
43
1,334 25,851,066 (350) 44
13,324 236,296 3,531,410 (352) 45
283,170 448,951 130,897,264 (353) 46
10,094 29,164,093 (354) 47
307,296 50,743 60,835,103 (355) 48
118,302 (50,743) 86,753,078 (356) 49
530,085 (357) 50
13,680,149 (358) 51
42,175 299,976 (359) 52
733,520 727,422 351,542,164 53
54
129,014 2,500,202 (360) 55
10,540 (151,597) 4,479,262 (361) 56
42,714 (662,430) 68,207,015 (362) 57
(363) 58
2,234,830 144,560 194,273,857 (364) 59
1,900,196 62,245 144,835,166 (365) 60
(87,739) (89,780) 9,551,222 (366) 61
73,162 76,171 41,345,401 (367) 62
551,892 169,847,164 (368) 63
818,054 (9,638) 44,557,332 (369) 64
886,565 78,860 42,296,925 (370) 65
460,759 501 14,884,511 (371.1) 66
254,192 (32,684) 10,697,007 (371.2)
(372) 67
415,331 (154,374) 17,614,415 (373) 68
7,560,496 (606,152) 765,089,479 69
70
29,333 33,021 5,782,304 (389) 71
30,340 158,354 53,220,559 (390) 72
1,346,275 (1,123,103) 11,387,897 (391) 73
2,402,546 9,966,775 (392) 74
40,287 1,121,048 (393) 75
22,131 5,537,756 (394) 76
1,137 430,115 (395) 77
395,435 (396) 78
166,932 (340,914) 32,716,554 (397) 79
22,222 670,125 (398) 80
4,061,203 (1,272,642) 121,228,568 81
71,937,645 (399) 82
4,061,203 (1,272,642) 193,166,213 83
13,389,511 854,551 4,327,117,917 84
75,618 (102) 85
86
(103) 87
13,389,511 930,169 4,327,117,917 88
Page 207
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT LEASED TO OTHERS (Account 104)
1. Report below the information called for concerning electric plant leased to
others.
2. In column (c) give the date of Commission authorization of the lease of
electric plant to others.
Name of Lessee Expiration
Line (Designate associated Description of Commission Date of Balance at
No. companies with an Property Leased Authorization Lease End of Year
asterisk)
(a) (b) (c) (d) (e)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47 TOTAL
Page 213
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT HELD FOR FUTURE USE (Account 105)
1. Report separately each property held for future use at end of the year having
an original cost of $250,000 or more. Group other items of property held for
future use.
2. For property having an original cost of $250,000 or more previously used in
utility operations, now held for future use, given in column (a), in addition to
other required information, the date that utility use of such property was
discontinued, and the date the original cost was transferred to Account 105.
<TABLE>
<CAPTION>
Date Originally DateExpected Balance at
Line Description and Location Included in to be Usedin End of
No. of Property This Account Utility Year
Service
(a) (b) (c) (d)
<C> <S> <C> <C> <C>
1 Land and Land Rights:
2 A/C 310 Land & Land Rights - Steam Production 1985 2003 2,340,926
3 A/C 310 Land & Land Rights - Steam Production 1986 2003 145,860
4 A/C 310 Land & Land Rights - Steam Production 1987 2003 78,002
5 A/C 310 Land & Land Rights - Steam Production 1989 2003 68,197
6 A/C 310 Land & Land Rights - Steam Production 1990 2003 63,442
7 A/C 310 Land & Land Rights - Steam Production 1991 2003 79,552
8 A/C 310 Land & Land Rights - Steam Production 1992 2003 81,173
9 A/C 310 Land & Land Rights - Steam Produntion 1993 2003 58,845
10 A/C 350 Land in Fee 1991 1994 41,799
11 A/C 360 Land in Fee 1982 1998 95,967
12 A/C 360 Land in Fee 1988 1994 31,354
13 A/C 360 Land in Fee 1988 2000 48,639
14 A/C 389 Land & Land Rights - Office 1987 1996 41,876
15 Total Land and Land Rights 3,175,632
16
17
18
19 Other Property:
20
21 A/C 311/316 Power Plant (La Palma Units 4 and 5) 1987 1999 7,053,077
22 A/C 311/316 Power Plant (La Palma Units 4 and 5) 1990 1999 56,396
23 A/C 311/316 Power Plant (Victoria Unit 4) 1987 1999 6,505,300
24 A/C 311/316 Power Plant (Victoria Unit 5) 1987 1997 15,384,749
25 A/C 311/316 Power Plant (Victoria Unit 5) 1990 1997 153,141
26 A/C 311/316 Power Plant (Vistoria Unit 5) 1993 1997 30,082
27 A/C 311/316 Power Plant (Nueces Bay Unit 5) 1988 1999 6,190,605
28 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1986 2012 9,224,605
29 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1987 2012 399,189
30 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1988 2012 5,972
31 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1989 2012 4,235
32 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1990 2012 8,055
33 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1991 2012 16,396
34 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1992 2012 436,652
35 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1993 2012 72,485
36 A/C 399 CSW Fuel Inc. VARIOUS 2004 10,255,800
37
38 Total Other Property 55,796,739
39
40
41
42
43
44
45
46
47 TOTAL 58,972,371
Page 214
</TABLE>
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107)
1. Report below descriptions and balances at end of year of projects in process
of construction (107).
2. Show items relating to "research, development, and demonstration" projects
last, under a caption Research, Development, and Demonstration (see Account 107
of the Uniform System of Accounts).
3. Minor projects (5% of the Balance End of the Year for Account 107 or
$100,000, whichever is less) may be grouped.
Construction
Work
Line in Progress-
Electric
No. W/O Description of Project (Account 107)
(a) (b)
1 9-398, 9-399 &
2 9-400 Construct DC Interconnection 13,166,247
3 0-639 Okla-Union Capital Improvements 319,160
4 0-642 South Texas Project #1 Post COD Modification 9,239,590
5 0-714 CSW EOP System Project 10,187,882
6 0-715 CSW Radio Improvement 271,666
7 1001 OVHD Lines Region 1 884,997
8 1003 OVHD Lines Region 3 208,056
9 1005 OVHD Lines Region 5 264,947
10 1007 OVHD Lines Region 7 1,073,951
11 1031 PERM SUB STATION WORK 104,452
12 1033 PERM SUB STATION WORK 117,351
13 1041 Purchase Furniture & Tools SRO 117,284
14 1045 CR-Furniture & Tools 248,718
15 1060 Transformers in Reserve 1,097,125
16 1061 Meters in Reserve 880,764
17 1091 Ugrd lines reside Region 1 195,547
18 1131 Transmission Line Perm 1 198,761
19 1133 Transmission Line Perm 3 105,632
20 1135 Transmission Line Perm 5 224,309
21 1137 Transmission Line Perm 7 419,460
22 1205 Street Light Distribution 5 107,224
23 5359 CR #78-Add 138/69kv Autotransformer 195,509
24 5576 Cs PTIS-SOPI 138kv line 1,654,761
25 5624 CR #55 Convert Pharaoh Substation to 138kv 221,782
26 5888 Reconductor Feeder to Serve Robertshaw Industries 204,773
27 5985 Construct Feeder To Serve Enron Pump 397,645
28 6055 Install Local Area Networks in P. Station&Service center 105,494
29 6059 McAllen - Convert Street Lights 209,279
30 6061 CR #55 Double-out Pharaoh Substation 1,018,180
31 6132 Purchase 800 MH2 Radio 3,724,384
32 6190 San Bento Add Cutouts&Arresters to 12kv Dist Feeders 369,338
33 6193 BMD Unit #2 Turbine/Generator/Boiler Feed Pump Sup Syt 236,222
34 6235 La Joya Extend Ug Service to Palm Shores Devlpmt 136,720
35 6236 San Benito Rebuild Race Track Feeder 127,078
36 6244 Conver McAllen Substation 529,831
37 6267 Home Office General Ledger Conversion 384,486
38 6268 Install 3 miles for 4/0 Primary US 83 Roma Los Saenz 186,618
39 6287 McColl Road Change Transformer 380,676
40 6291 Military Hiway Just Fine Buss 698,899
41 6309 Laredo Install Underground Las Brisas 118,519
42
43 TOTAL BALANCE FORWARDED TO PAGE 216-A 50,333,317
Page 216
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (ACCOUNT 107)(CONTINUED)
Construction
Work
Line in Progress-
Electric
No. W/O Description of Project (Account 107)
(a) (b)
1 BALANCE FORWARDED 50,333,317
2 6312 Installation of Digital Microwave Com. System 980,254
3 6317 La Feria Reconductor Feeder on US 83 114,534
4 6323 H.O. Install Law Bridges Network 240,934
5 6333 Cabaniss Construct Sub-Station 941,008
6 6348 LaPalma Unit #7 Control Modernization 400,821
7 6351 H.O. After Hours Phone 736,081
8 6364 Arcadia Replace Feeder Breaker 102,786
9 6370 Laredo Power Plant Replace Cooling Tower 147,765
10 6405 Alice Replace O.H. Feeder Hwy 281 152,729
11 6421 Koch Replace Transmission Line 1,308,789
12 6448 Purch Power Trans 701,774
13 6450 CPWD is 36kv Term 105,798
14 6462 La Palma Mars Sys 117,785
15 6477 McAllen Reconductor Feeder OCB 4995 128,596
16 6482 McAllen Add Line Breaker 505,337
17 6489 Hocj Tap Luling 69kv 256,325
18 6492 Edinburg Replace Feeder 164,529
19 6497 La Grula Relocate Feeder on US 83 123,080
20 6498 LCH #3 I&c Modernization 1,461,266
21 6504 Install New Sub Champion 735,550
22 6513 Del Mar Is 138kv 25 MVAR 508,124
23 6514 La Palma-Edinburg Construct 345kv 9,732,047
24 6516 Laredo Install Feeder IH 35 119,701
25 6519 Airline Replace 2-12kv C 100,696
26 6524 La Palma Replace Retaining Ring 225,074
27 6535 H O Furniture for Phone Center 285,393
28 6540 H O Pur Phone Mgt Sys 183,032
29 6544 Koch Construction Auto Site 1,553,340
30 6545 Koch Construction Station 1,527,237
31 6547 Brownsville Construct 138 to Mexico 1,261,773
32 6553 Larado IS UG Pr HEB 108,266
33 6560 Larado IS UG Pr HEB 705,496
34 6561 La Palma Substation Install 50 MVAR 666,269
35 6562 N Edinburg Install 50 MVAR 718,569
36 6568 CRPC Bay Area Med Center 104,331
37 6572 Southside Station Replace Switchgear 822,858
38 6574 Harlingen Onstall Primary Metering 153,738
39 6578 Barney Davis Power Plant Install Gas Interchange 180,819
40 6595 Laredo RP OH PR FM 1472 133,664
41 6601 HO HR Management Sys 128,746
42 6609 Replace Poles om Western Region 100,930
43 BALANCE FORWARDED TO PAGE 216-B 79,079,161
Page 216-A
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (ACCOUNT 107)(CONTINUED)
Construction
Work
Line in Progress-
Electric
No. W/O Description of Project (Account 107)
(a) (b)
1 BALANCE FORWARDED 79,079,161
2 6614 Replace Roof Victoria Power Plant 119,707
3 6615 Mirando City Install Feeder 217,474
4 6629 Highway 286 Project 190,010
5 6643 Harg RR ln H5 477,489
6 6647 RGCY ls CPY # 2 Transformer 183,828
7 6649 RIHO CS 345 kv Station 9,245,226
8 6652 Elsa 1C CPY 1 IS Supv 292,199
9 6654 Brownsville Rebuild O.H. Primary 126,028
10 6655 HRGN #1 Sta RP #2 Transformer 405,671
11 6656 SMAC Inc Cap #2 Transformer 199,791
12 6657 Delm Ls Bank 2 15-25 380,114
13 6658 NED is #2 345 XFR 6,338,460
14 6680 Vic Microwave Link DS2 125,964
15 6686 Eagle Pass 138 line 231,472
16 6688 Construct Dilley Wormser 138kv 2,769,419
17 6694 North Oak Park Sub 777,131
18 6696 Lon C. Hill-Coleto 345kv 25,939,210
19 6697 Northern Region Install 345 Line Terminal 5,259,174
20 6698 CPD #79 Add 345 Kv LN & RM 1,163,135
21 6705 CS 138kv Sub At Loyola 177,399
22 6706 Roma Construct 138kv Ln 232,872
23 6709 Bates - S. Mcallen ReRoute 145,149
24 6718 Lolita - Formosa 138 R Route 187,798
25 6756 BMD #1 &2 Cen System 180,331
26 6760 LCH #1,2,3,4 Cem System 150,156
27 6761 LPS 1-2-3 Cem System 116,659
28 6762 LPM Const EMSN Monitor 142,405
29 6763 Nueces Bay - Mont System 162,872
30 6764 CCPS Cem System 102,661
31 6765 W R #019 CV Sub to 138kv 178,052
32 6766 Kndy Service CTR TF 133,064
33 6772 N Bay Gas Interchange 107,226
34 6780 H O Equip Wan Sys LB2 147,601
35 6787 Joslin P. S. Roof 164,972
36 6798 HO Pur ROLM 595,187
37 6828 HRLG #1 SUB Rc Dds FD 115,471
38 6830 Record FDR Wslc Sub 177,264
39 6901 Record Swinney - Kock Fn 141,010
40 6904 El Campo Ser Ctr 115,985
41 7017 Dist Nueces River 123,618
42 7040 LS Fac Texas A & M at CC 188,105
43 BALANCE FORWARDED TO PAGE 216-C 137,306,520
Page 216-B
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (ACCOUNT 107)(CONTINUED)
Construction
Work
Line in Progress-
Electric
No. W/O Description of Project (Account 107)
(a) (b)
1 BALANCE FORWARDED 137,306,520
2 7205 Dtl Switch is 138 187,039
3 7206 LPM Turbine Nozzle Plt 274,468
4 7207 LPM Cool Tower Fell RP 177,121
5 7215 Southern Cap Banks PFC 5 159,436
6 7219 LPM Gent Reting Ring Rp 370,224
7 7222 CCPS #1 Power XFMR 107,407
8 7225 CCPS #1 Tur Sup System 107,128
9 7229 ECC CPL EMS-SCADA 292,304
10 7231 WR-Micrpsys UpGrade 166,870
11 7232 WR-Micrpsys UpGrade LWAB 434,230
12 7234 PRSL Pur Building 173,244
13 7235 Lon Hill RP CBS 439,106
14 7238 Eagle Pass Split 138 153,940
15 7242 Weslaco S W - Weslaco Unit 130,303
16 7247 H O 3 rd Work Station 282,221
17 7249 H O Tel-Fiber Optic Line 7,868,688
18 7253 B M D #1 Turb Stack Blades 201,146
19 7254 H O ls Fleet Mgt Sys 435,218
20 7256 H O TEI Cro ROLM 9751 174,283
21 7257 H O TEI SRO ROLM 9751 160,482
22 7259 H O Meter Reading Equip 265,207
23 7260 H O Pdestrain Bridge 148,145
24 7270 H O Marketing - Laredo 398,366
25 7295 Eng-Dsgn Plan Software 105,517
26 7297 Acct-Hyperion on Track 176,952
27 7704 Pur Discovery Sch Bldg 456,923
28
29
30 Sub-Total 151,152,488
31 MINOR PROJECTS 17,268,335
32
33
34
35
36
37
38
39
40
41
42
43 TOTAL 168,420,823
Page 216-C
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION OVERHEADS-ELECTRIC
1. List in column (a) the kinds of overheads according to the titles used by
the respondent. Charges for outside professional service for engineering fees
and management or supervision fees capitalized should be shown as separate
items.
2. On page 218 furnish information concerning construction overheads.
3. A respondent should not report "none" to this page if no overhead apportion-
ments are made, but rather should explain on page 212 the accounting procedures
employed and the amounts of engineering, supervision, and administrative costs,
etc., which are directly charged to construction.
4. Enter on this page engineering, supervision, administrative, and allowance
for funds used during construction, etc., which are first assigned to a blanket
work order and then prorated to construction jobs.
Total Amount
Line Description of Overhead Charged
No. for the Year
(a) (b)
1 General Overhead and Supervision 1,831,019
2 Storage, Freight and Handling 2,671,337
3 AFUDC 2,618,295
4 Labor Loading 5,129,623
5 Lost Time Clearing 1,840,708
6 Auto Clearing 3,538,123
7 Minor Material Loading 897,419
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46 TOTAL 18,526,524
Page 217
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE
1. For each construction overhead explain; (a) the nature and extent of work,
etc., the overhead charges are intended to cover, (b) the general procedure for
determining the amount capitalized, (c) the method of distribution to
construction jobs, (d) whether different rates are applied to different types of
construction, (e) basis of differentiation in rates for different types of
construction, and (f) whether the overhead is directly or indirectly assigned.
2. Show below the computation of allowance for funds used during construction
rates, in accordance with the provisions of Electric Plant Instructions 3 (17)
of the U.S. of A.
3. Where a net-of-tax rate for borrowed funds is used, show the appropriate
tax effect adjustment to the computations below in a manner that clearly
indicates the amount of reduction in the gross rate for tax effects.
See Page 218-A
COMPUTATION OF ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION RATES
For Line 1(5), column (d) below, enter the rate granted in the last rate
proceeding. If such is not available, use the average rate earned during the
proceeding three years.
1. Components of Formula (Derived form actual book balances and actual cost
rates):
Line Capitalization Cost Rate
No. Title Amount Ratio (Percent) Percentage
(a) (b) (c) (d)
(1) Average Short-Term Debt S 98,094,127
(2) Short-Term Interest s 3.34
(3) Long-Term Debt* D1,363,257,772 44.50 d 8.43
(4) Preferred Stock P 275,840,689 9.00 p 5.19
(5) Common Equity C1,424,195,126 46.50 c 13.00
(6) Total Capitalization 3,063,293,587
(7) Average Construction
Work in Progress
Balance Plus
Nuclear Fuel** W 149,239,022
* Accounts 189,221,224,225,226,231, and 257
** Includes Nuclear Fuel A/C 120.1 only.
2. Gross Rate for Borrowed Funds
S D S
s (--)+ d (----) (1 - --)
W D+P+C W 3.48%
3. Rate for Other Funds
S P C
[1 - ___] [ p (---)+c (-----)] 2.23%
W D+P+C D+P+C
4. Weighted Average Rate Actually Used for the Year:
a. Rate for Borrowed Funds- 3.18 - 3.67 See Page 218-B
b. Rate for Other Funds- 0.00 - 4.04
Page 218
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE
PAGE 218
1. (a) Construction overheads for electric plant consist of charges for
engineering, supervision, preliminary cost studies, surveying, drafting,
accounting and statistical, purchasing, legal, stationary, insurance, rents, and
transportation and travel expense.
(b) The general procedure for determining the amount capitalized consists of
two methods:
(1) overheads charged direct to project.
(2) overheads to be apportioned.
The overheads charged direct to projects consist of salaries on a time-
engaged basis and other actual costs directly chargeable to specific
projects. Overheads to be apportioned consist of those salaries computed
on a time-engaged basis related directly or indirectly to construction,
together with other expense items associated with such employee's time
which could be charged directly to a specific project.
(c) The method of distribution to construction jobs: Overheads to be
apportioned are charged to the various projects on the basis of the percentage
of overhead charges to be apportioned to the direct labor charges to projects,
except for large projects where charges are made direct, and in this event, no
allocation is made.
(d) The different types of construction bear a percentage applied uniformly
with that prescribed in (c) above.
(e) None.
(f) Indirect and direct as outlined in (c) above.
218-A
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
Based upon the authorization of Mr. Russell E. Faudree, Jr., Chief Accountant of
the Federal Energy Regulatory Commission dated, August 15, 1984, the Company
calculated AFUDC utilizing a monthly rate beginning 1984. This procedure allows
the Company to reflect, in its monthly determination of AFUDC, the
components of capital and their cost levels at the beginning of the prior month
for all components of capital utilized in the formula for the current month's
determination of AFUDC. See the 1984 FERC Form No. 1, page 212-C for a copy of
Mr. Faudree's letter.
218-B
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108)
1. Explain in a footnote any important adjustments during year.
2. Explain in a footnote any difference between the amount for book cost of
plant retired, line 11, column (c), and that reported for electric plant in
service, pages 204-207, column (d) excluding retirements of non-depreciable
property.
3. The provisions of Account 108 in the Uniform System of Accounts require that
retirements of depreciable plant be recorded when such plant is removed from
service. If the respondent has a significant amount of plant retired at year end
which has not been recorded and/or classified to the various reserve functional
classifications, make preliminary closing entries to tentatively functionalize
the book costs of the plant retired. In addition, include all costs included in
retirement work in progress at year end in the appropriate functional
classifications.
4. Show separately interest credits under a sinking fund or similar method of
depreciation accounting.
<TABLE>
Section A. Balances and Changes During Year
Line Item Total Electric Plant in Electric Plant Held Electric Plant
No. (c+d+e) Service for Future Use Leased to Others
(a) (b) (c) (d) (e)
<C><S> <C> <C> <C>
1 Balance Beginning of Year 1,075,092,521 1,049,925,944 25,166,577
2 Depreciation Provisions for Year,
Charged to
3 (403) Depreciation Expense 124,388,183 124,388,183
4 (413) Exp. of Elec.
Plt. Leas. to Others
5 Transportation Expenses-Clearing 317,346 317,346
6 Other Clearing Accounts 0 0
7 Other Accounts (Specify):<F1>* 1,092,962 1,092,962
8 Fuel Exploration Facilities 5,488,987 5,488,987
9 TOTAL Deprec. Prov. for Year (Enter
Total of lines 3 thru 8) 131,287,478 131,287,478
10 Net Charges for Plant Retired:
11 Book Cost of Plant Retired 13,484,044 13,484,044
12 Cost of Removal 7,802,293 7,802,293
13 Salvage (Credit) 2,886,224 2,886,224
14 TOTAL Net Chrgs. for Plant Ret.
(Enter Total of lines 11 thru 13) 18,400,113 18,400,113
15 Other Credit Items (Describe):
(Describe):
a. Highway Adjustments 103,783 103,783
b. Replacement in warranties 31,648 31,648
c. Other - Miscellaneous 138,987 138,987
16 Other Debits & Transfers 138,988 138,988
17 Balance End of Year (Enter Total of
lines 1, 9, 14, 15, and 16) 1,188,115,316 1,162,948,739 25,166,577
Section B. Balances at End of Year According to Functional Classifications
18 Steam Production 394,435,222 369,268,645 25,166,577
19 Nuclear Production 316,264,947 316,264,947
20 Hydraulic Production-Conventional 897,644 897,644
21 Hydraulic Production-Pumped
Storage 0 0
22 Other Production 5,437,527 5,437,527
23 Transmission 139,101,125 139,101,125
24 Distribution 242,340,520 242,340,520
25 General 89,638,331 89,638,331
26 TOTAL (Enter Total of lines 18
thru 25) 1,188,115,316 1,162,948,739 25,166,577
</TABLE>
Page 219
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
INVESTMENT IN SUBSIDIARY COMPANIES (Account 123.1)
1. Report below investments in Account 123.1, investments in Subsidiary
Companies.
2. Provide a subheading for each company and list thereunder the information
called for below. Sub-total by company and give a total in column (e), (f), (g)
and (h).
(a) Investment in Securities - List and describe each security owned. For bonds
give also principal amount, date of issue, maturity and interest rate.
(b) Investment Advances - Report separately the amounts of loans or investment
advances which are subject to repayment, but which are not subject to current
settlement. With respect to each advance show whether the advance is a note or
open account. List each note giving date of Issuance, maturity date, and
specifying whether note is a renewal.
3. Report separately the equity in undistributed subsidiary earnings since
acquisition. The total in column (e) should equal the amount entered for Account
418.1.
Amount of
Line Description of Investment Date Date of Investment at
No. Acquired Maturity Beginning of Year
(a) (b) (c) (d)
1 None
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42 TOTAL Cost of Account 123.1: TOTAL
Page 224
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993
Balance Department or
Line Account Beginning of Balance Departments
No. Year End of Year Which Use Material
(a) (b) (c) (d)
1 Fuel Stock (Account 151) 28,867,941 16,595,258 Production
2 Fuel Stock Expenses 391,264 338,958 *
Undistributed (Account 152)
3 Residuals and Extracted Products - -
(Account 153)
4 Plant Materials and Operating
Supplies (Account 154)
5 Assigned to-Construction(Estimated) 7,691,053 11,138,404 Regional Operation
6 Assigned to-Operations and
Maintenance
7 Production Plant 45,050,702 46,882,584 Production
8 Transmission Plant 435,348 489,198 Regional Operation
9 Distribution Plant 1,711,457 1,268,717 *
10 Assigned to-Other 788,386 848,125 *
11 TOTAL Account 154 55,676,946 60,627,029
(Enter Total of lines 5 thru 10) - -
12 Merchandise (Account 155)
13 Other Materials and Supplies
(Account 156)
14 Nuclear Materials Held for Sale
(Account157)(Not applicable to Gas
Utilities)
15 Stores Expense Undistributed 2,911,958 3,375,686 Production
(Account 163) PPI & STP
16 Stores Expense Undistributed
(Account 163) 250,092 356,087 Regional Operation
17
18
19
20 TOTAL Materials and Supplies 88,098,561 81,293,017
Page 227
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION
Total
Line Item (All Electric) Electric
No. (a) (b) (c)
1 UTILITY PLANT
2 In Service
3 Plant in Service (Classified) 1,886,233,444 1,886,233,444
4 Property Under Capital Leases
5 Plant Purchased or Sold 450,000 450,000
6 Completed Construction not Classified 15,686,554 15,686,554
7 Experimental Plant Unclassified
8 TOTAL (Enter Total of lines
3 thru 7) 1,902,369,998 1,902,369,998
9 Leased to Others
10 Held for Future Use 96,212,528 96,212,528
11 CWIP 51,931,111 51,931,111
12 Acquisition Adjustments 2,489,993 2,489,993
13 TOTAL Utility Plant (Enter 2,053,003,630 2,053,003,630
Total of lines 8 thru 12)
14 Accum. Prov. for Depr.,
Amort., & Depl. 806,065,861 806,065,861
15 Net Utility Plant (Enter total 1,246,937,769 1,246,937,769
of line 13 less 14)
16 DETAIL OF ACCUMULATED PROVISIONS FOR
DEPRECIATION, AMORTIZATION AND DEPLETION
17 In Service:
18 Depreciation 751,997,846 751,997,846
19 Amort. and Depl. of Producing
Nat. Gas Land and Land Rights
20 Amort. of Underground Storage
Land and Land Rights
21 Amort. of Other Utility Plant 3,153,099 3,153,099
22 TOTAL in Service 755,150,945 755,150,945
(Enter Total of lines 18 thru 21)
23 Leased to Others
24 Depreciation
25 Amortization and Depletion
26 TOTAL Leased to Others
(Enter Total of lines 24 and 25)
27 Held for Future Use
28 Depreciation 50,914,916 50,914,916
29 Amortization
30 TOTAL Held for Future Use
(Ent. Tot. of lines 28 and 29) 50,914,916 50,914,916
31 Abandonment of Leases (Natural Gas)
32 Amort. of Plant Acquisition Adjustment
TOTAL Accumulated Provisions (Should
agree with line 14 above)(Enter
33 Total of lines 22,26,30,31 and 32) 806,065,861 806,065,861
Page 200
<PAGE>
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106)
1. Report below the original cost of electric plant service according to the
prescribed accounts.
2. In addition to Account 101, Electric Plant in Service (Classified), this
page and the next include Account 102, Electric Plant Purchased or Sold; Account
103, Experimental Gas Plant Unclassified; and Account 106, Completed
Construction Not Classified-Electric.
3. Include in column (c) or (d), as appropriate, corrections of additions and
retirements for the current or preceding year.
4. Enclose in parentheses credit adjustments of plant accounts to indicate the
negative effect of such accounts.
5. Classify Account 106 according to prescribed accounts, on an estimated basis
if necessary, and include the entries in column (c). Also to be included in
column (c) are entries for reversals of tentative distributions of prior year
reported in column (b). Likewise, if the respondent has a significant amount of
plant retirements which have not been classified to primary accounts at the end
of the year, include in column (d) a tentative distribution of such retirements,
on an estimated basis, with appropriate contra entry to the account for
accumulated depreciation provision. Include also in column (d) reversals of
tentative distributions of prior year of unclassified retirements. Attach
supplemental statement showing the account distributions of these tentative
classifications in columns (c) and (d) including the reversals of the prior
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
1 1. INTANGIBLE PLANT
2 (301) Organization
3 (302) Franchises and Consents
4 (303) Miscellaneous Intangible Plant 5,073,274 1,875,674
5 TOTAL Intangible Plant 5,073,274 1,875,674
(Enter Total of lines 2, 3, and 4)
6 2. PRODUCTION PLANT
7 A. Steam Production Plant
8 (310) Land and Land Rights 5,217,457 (3,717)
9 (311) Structures and Improvements 56,124,212 148,814
10 (312) Boiler Plant Equipment 412,985,407 10,081,681
11 (313) Engines and Engine-Driven
Generators
12 (314) Turbogenerator Units 218,436,029 1,640,294
13 (315) Accessory Electric Equipment 50,095,164 1,482,649
14 (316) Misc. Power Plant Equipment 23,415,152 993,721
15 TOTAL Steam Production Plant 766,273,421 14,343,442
(Enter Total of lines 8 thru 14)
16 B. Nuclear Production Plant
17 (320) Land and Land Rights
18 (321) Structures and Improvements
19 (322) Reactor Plant Equipment
20 (323) Turbogenerator Units
21 (324) Accessory Electric Equipment
22 (325) Misc. Power Plant Equipment
23 TOTAL Nuclear Production Plant
(Enter Total of lines 17 thru 22)
24 C. Hydraulic Production Plant
25 (330) Land and Land Rights
26 (331) Structures and Improvements
27 (332) Reservoirs, Dams, and Waterways
28 (333) Water Wheels, Turbines, and Generators
29 (334) Accessory Electric Equipment
30 (335) Misc. Power Plant Equipment
31 (336) Roads, Railroads, and Bridges
32 TOTAL Hydraulic Production Plant
(Enter Total of lines 25 thru 31)
33 D. Other Production Plant
34 (340) Land and Land Rights 71,836
35 (341) Structures and Improvements 441,533 (1,115)
36(342)Fuel Holders, Products and Accessories 644,773
37 (343) Prime Movers
38 (344) Generators 21,096,851 (168,165)
39 (345) Accessory Electric Equipment 358,500 23,732
Page 204
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued)
years tentative account distributions of these amounts. Careful observance of
the above instructions and the texts of Account 101 and 106 will avoid serious
ommissions of the reported amount of the respondent's plant actually in service
at end of year.
6. Show in column (f) recalssifications or transfers within utility plant
accounts. Include also in column (f) the additions or reductions of primary
account classifications arising form distribution of amounts initially recorded
in Account 102. In showing the clearance of Account 102, include in column (e)
the amounts with respect to accumulated provision for depreciation, acquisition
adjustment , etc., and show in column (f) only the offset to the debits or
credits distributed in column (f) to primary account classifications.
7. For Account 399, state the nature and use of plant included in this account
and if substantial in amount submit a supplementary sheet showin subaccount
classification of such plant conforming to the requirements of these pages.
8. For each amount comprising the reported balance and changes in Account 102,
state the property purchased or sold, name of vendor or purchaser, and date the
transaction. If proposed journal entries have been filed with the Commission as
required by the Uniform System of Accounts, five also date of such filing.
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
1
(301) 2
(302) 3
6,948,948 (303) 4
6,948,948 5
6
7
5,213,740 (310) 8
56,273,026 (311) 9
881,568 422,185,520 (312) 10
(313) 11
495,500 219,580,823 (314) 12
62,793 51,515,020 (315) 13
504,426 (275) 23,904,172 (316) 14
1,944,287 (275) 778,672,301 15
16
(320) 17
(321) 18
(322) 19
(323) 20
(324) 21
(325) 22
23
24
(330) 25
(331) 26
(332) 27
(333) 28
(334) 29
(335) 30
(336) 31
32
33
71,836 (340) 34
440,418 (341) 35
644,773 (342) 36
(343) 37
77,112 20,851,574 (344) 38
129,888 252,344 (345) 39
Page 205
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) (CONTINUED)
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
40 (346) Misc. Power Plant Equipment 115,734 (744)
41 TOTAL Other Production Plant 22,729,227 (146,292)
(Enter Total of lines 34 thru 40)
42 TOTAL Production Plant (Enter 789,002,648 14,197,150
Total of lines 15, 23, 32, and 41)
43 3. TRANSMISSION PLANT
44 (350) Land and Land Rights 20,471,349 2,718,608
45 (352) Structures and Improvements 5,826,633 (2,784)
46 (353) Station Equipment 140,267,686 6,268,362
47 (354) Towers and Fixtures 12,610,413 607,233
48 (355) Poles and Fixtures 53,858,550 7,473,887
49 (356) Overhead Conductors and Devices 81,119,008 4,462,603
50 (357) Underground Conduit
51 (358) Underground Conductors 44,422
and Devices
52 (359) Roads and Trails
53 TOTAL Transmission Plant 314,198,061 21,527,909
(Enter Total of lines 44 thru 52)
54 4. DISTRIBUTION PLANT
55 (360) Land and Land Rights 5,011,833 349,143
56 (361) Structures and Improvements 24,998,394 813,031
57 (362) Station Equipment 83,482,635 1,946,344
58 (363) Storage Battery Equipment
59 (364) Poles, Towers, and Fixtures 96,862,142 5,489,727
60 (365) Overhead Conductors and Devices 77,343,875 5,665,042
61 (366) Underground Conduit 4,526,179 (68,447)
62 (367) Underground Conductors and Devices 48,975,077 6,550,949
63 (368) Line Transformers 126,957,176 6,674,929
64 (369) Services 61,206,090 4,137,941
65 (370) Meters 29,318,642 2,629,420
66 (371) Installations on Customers 14,627,216 1,509,712
67 (372) Leased Property on
Customer Premises
68 (373) Street Lighting and Signal System 17,575,381 2,031,376
69 TOTAL Distribution Plant 590,884,640 37,729,167
(Enter Total of lines 55 thru 68)
70 5. GENERAL PLANT
71 (389) Land and Land Rights 932,630 3,117,150
72 (390) Structures and Improvements 9,647,750 1,829,028
73 (391) Office Furniture and Equipment 40,847,451 5,806,598
74 (392) Transportation Equipment 24,017,357 3,470,433
75 (393) Stores Equipment 2,386,412 436,488
76 (394) Tools, Shop and Garage Equipment 5,945,209 1,089,455
77 (395) Laboratory Equipment 2,278,283 378,135
78 (396) Power Operated Equipment 906,392 61,400
79 (397) Communication Equipment 33,797,695 1,348,333
80 (398) Miscellaneous Equipment 694,392 183,497
81 SUBTOTAL (Enter Total of 121,453,571 17,720,517
lines 71 thru 80)
82 (399) Other Tangible Property 528,304
83 TOTAL General Plant 121,981,875 17,720,517
(Enter Total of lines 81 and 82)
84 TOTAL (Accounts 101 1,821,140,498 93,050,417
and 106)
85 (102) Electric Plant Purchased 450,000
86 (Less) (102) Electric Plant Sold
87 (103) Experimental Plant Unclassified
88 TOTAL Electric Plant in Service 1,821,140,498 93,500,417
Page 206
PUBLIC SERVICE OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106)(Continued)
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
275 115,265 (346) 40
207,000 275 22,376,210 41
2,151,287 801,048,511 42
43
17,412 23,172,545 (350) 44
5,823,849 (352) 45
692,413 55,938 145,899,573 (353) 46
13,217,646 (354) 47
148,363 (93) 61,183,981 (355) 48
123,620 (7,233) 85,450,758 (356) 49
(357) 50
44,422 (358) 51
(359) 52
981,808 48,612 334,792,774 53
54
3,200 5,357,776 (360) 55
25,466 25,785,959 (361) 56
398,491 (61,787) 84,968,701 (362) 57
(363) 58
658,334 101,693,535 (364) 59
432,741 1,981 82,578,157 (365) 60
4,457,732 (366) 61
264,473 51 55,261,604 (367) 62
2,001,643 11,143 131,641,605 (368) 63
781,631 64,562,400 (369) 64
985,014 30,963,048 (370) 65
315,203 11,040 15,832,765 (371) 66
(11,040) (11,040) (372) 67
454,270 19,152,487 (373) 68
6,320,466 (48,612) 622,244,729 69
70
4,049,780 (389) 71
11,476,778 (390) 72
112,034 46,542,015 (391) 73
1,975,821 25,511,969 (392) 74
2,822,900 (393) 75
715,308 6,319,356 (394) 76
14,193 2,642,225 (395) 77
967,792 (396) 78
35,146,028 (397) 79
877,889 (398) 80
2,817,356 136,356,732 81
528,304 (399) 82
2,817,356 136,885,036 83
12,270,917 1,901,919,998 84
450,000 (102) 85
86
(103) 87
12,270,917 1,902,369,998 88
Page 207
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (ACCOUNTS 101, 102, 103, AND 106)
Detail of classification of Account 106 Completed Construction Not
Classified-Electric additions shown on Column (c), Page 204
<TABLE>
<CAPTION>
Account 106
Line Account Reversal of Current Year Account 101 Total
No. Previous Year Additions Current Year Additions
Additions
(a) (b) (c) (c) (c)
<C> <S> <C> <C> <C> <C>
1 1. INTANGIBLE PLANT
2 (301) Organization
3 (302) Franchises and Consents
4 (303) Miscellaneous Intangible Plant 1,875,674 1,875,674
5 Total Intangible Plant (Total/Line 2-4) 1,875,674 1,875,674
6 2. Production Plant
7 A. Steam Production Plant
8 (310) Land and Land Rights 3,717 (3,717)
9 (311) Structures and Improvements 43,848 22,966 169,696 148,814
10 (312) Boiler Plant Equipment 1,571,753 3,938,860 7,714,574 10,081,681
11 (313) Engines and Engine-Driven Generators
12 (314) Turbogenerator Units 1,290,604 102,586 2,828,312 1,640,294
13 (315) Accessory Electric Equipment 74,319 30,578 1,526,390 1,482,649
14 (316) Misc. Power Plant Equipment 65,401 19,102 1,040,020 993,721
15 Total Steam Production plant (total/lines 8-14)3,049,642 4,114,092 13,278,992 14,343,442
16 B. Nuclear Production Plant
17 (320) Land and Land Rights
18 (321) Structures and Improvements
19 (322) Reactor Plant Equipment
20 (323) Turbogenerator Unit
21 (324) Accessory Electric Equip.
22 (325) Misc. Power Plant Equip.
23 Total Nuclear Production Plant
(total/lines 17-22)
24 C. Hydraulic Production Plant
25 (330) Land and Land Rights
26 (331) Structures and Improvements
27 (332) Reservoirs, Dams, and Waterways
28 (333) Water Wheels, Turbines, and Generators
29 (334) Accessory Electric Equip.
30 (335) Misc. Power Plant Equip.
31 (336) Roads, Railroads, and Bridges
32 Total Hydraulic Production Plant
(Total/lines 25-31)
33 D. Other Production Plant
34 (340) Land and Land Rights
35 (341) Structures and Improvements 1,115 (1,115)
36 (342) Fuel Holders, Products and Accessories
37 (343) Prime Movers
38 (344) Generators 120,398 (47,767) (168,165)
39 (345) Accessory Electric Equipment 1,486 25,218 23,732
</TABLE>
Page 207-A
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (ACCOUNTS 101, 102, 103, AND 106)
Detail of classification of Account 106 Completed Construction Not
Classified-Electric additions shown on Column (c), Page 206
<TABLE>
<CAPTION>
Account 106
Line Account Reversal of Current Year Account 101 Total
No. Previous Year Additions Current Year Additions
Additions
(a) (b) (c) (c) (c)
<C> <S> <C> <C> <C> <C>
40 (346) Misc. Power Plant Equip. 744 (744)
41 Total Other production Plant
(Total/lines 34-40) 123,743 (22,549) (146,292)
42 Total Production Plant
(total/lines 15,23,32,& 41) 3,173,385 4,114,092 13,256,443 14,197,150
43 3. TRANSMISSION PLANT
44 (350) Land and land rights 8,869 332,125 2,395,352 2,718,608
45 (352) Structure and Improvements 2,851 67 (2,784)
46 (353) Station Equip. 1,115,969 1,977,537 5,406,794 6,268,362
47 (354) Tower and Fixtures 3,801 6,434 604,600 607,233
48 (355) Poles and Fixtures 247,373 1,251,353 6,469,907 7,473,887
49 (356) Overhead Conductors and Devices 229,182 774,208 3,917,577 4,462,603
50 (357) Underground Conduit
51 (358) Underground Conductors and Devices
52 (359) Roads and Trails
53 Total Transmission Plant (Total/lines 44-52) 1,608,045 4,341,724 18,794,230 21,527,909
54 4. DISTRIBUTION PLANT
55 (360) Land and Land Rights 8,879 7,925 350,097 349,143
56 (361) Structures and Improvements 130,481 27,804 915,708 813,031
57 (362) Station Equipment 1,327,242 863,226 2,410,360 1,946,344
58 (363) Storage Battery Equipment
59 (364) Poles, Towers, and Fixtures 966,185 605,132 5,850,780 5,489,727
60 (365) Overhead Conductors and Devices 812,091 639,371 5,837,762 5,665,042
61 (366) Underground Conduit 68,907 134 326 (68,447)
62 (367) Underground Conductors and Devices 253,567 2,840,656 3,963,860 6,550,949
63 (368) Line Transformers 294,547 500,460 6,469,016 6,674,929
64 (369) Services 167,927 165,749 4,140,119 4,137,941
65 (370) Meters 102,686 82,606 2,649,500 2,629,420
66 (371) Installations on Customers Premises 59,450 58,966 1,510,196 1,509,712
67 (372) Leased Property on Custmers Premises
68 (373) Street Lights and Signal System 69,487 180,762 1,920,101 2,031,376
69 Total Distribution Plant (Total/lines 55-68) 4,261,449 5,972,791 36,017,825 37,729,167
70 5. GENERAL PLANT
71 (389) Land and Land Rights 2,315 3,119,465 3,117,150
72 (390) Structures and Improvements 185,341 33,895 1,980,474 1,829,028
73 (391) Office Furniture and Equip. 723,131 194,879 6,334,850 5,806,598
74 (392) Transportation Equip. 211,822 344,263 3,337,992 3,470,433
75 (393) Stores Equip. 7,717 444,205 436,488
76 (394) Tools, Shop and Garage Equip. 55,559 64,241 1,080,773 1,089,455
77 (395) Laboratory Equip. 9,646 151,805 235,976 378,135
78 (396) Power Operated Equip. 2,315 63,715 61,400
79 (397) Communication Equip. 681,354 468,864 1,560,823 1,348,333
80 (398) Miscellaneous Equip. 3,859 187,356 183,497
81 SubTotal (total/lines 71-80) 1,883,059 1,257,947 18,345,629 17,720,517
82 (399) Other Tangible Property (Railcar Facility
/Alliance,NA)
83 Total General Plant (Total/Lines 81&82) 1,883,059 1,257,947 18,345,629 17,720,517
84 Total (Accounts 101 and 106) 10,925,938 15,686,554 88,289,801 93,050,417
</TABLE>
Page 207-B
PUBLIC SERVICE OF COMPANY OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT HELD FOR FUTURE USE (Account 105)
1. Report separately held for future use at end of the year having an original
cost of $250,000 or more. Group other items of property held for future use.
2. For property having an original cost of $250,000 or more previously used in
utility operations, now held for future use, give in column (a), in addition to
other required information, the date that utility use of such property was
discontinued, and the date the original cost was transferred to Account 105.
<TABLE>
<CAPTION>
Date Originally Date Expected Balance at
Line Description and Location Included in to be Used in End of
No. of Property This Account Utility Service Year
(a) (b) (c) (d)
<C> <S> <C> <C> <C>
1 Land and Rights:
2 Production:
3 Approx. 3,283 acres-East Central Oklahoma Oct., 1979 Indefinite 2,409,861
4 Transmission:
5 Approx. 1,184 rods-East Oklahoma Dec., 1982 Indefinite 263,693
6 Approx. 2,131 rods-East Oklahoma Dec., 1982 Indefinite 348,961
7 Distribution:
8 Approx. 60 acres-Tulsa Co., Oklahoma<F1> Oct., 1979 Indefinite 485,451
9 Approx. 40 acres-Washington Co., Ok<F2> Dec., 1983 Indefinite 235,820
10 Other Distribution Property less than
$250,000 612,606
11
12 OTHER PROPERTY:
13 Property convertible for use as a coal-
14 fired power station Rogers Co., OK Mar., 1985 2010 13,165,857
15 Inola Station-Rodgers Co., Oklahoma Dec., 1986 2004 2,279,764
16 Walker County Unit 1-Walker Co., Texas Dec., 1986 2004 2,181,715
17 Walker/Grimes Lignite Project-Walker Co. Dec., 1986 2004 12,005,283
18 Coleto Creek Unit 2-Goliad Co., Texas Dec., 1986 2002 8,103,965
19 Tulsa Power Station-Tulsa Co., Ok<F3> Oct., 1988 1994 54,118,356
20 Property less than $250,000 1,195
21 <FN>
22 <F1>(1) Reclassified from Account 101 to Account 105 in
23 October, 1979.
24 <F2>(2) Reclassified from Account 101 to Account 105 in
25 December 1983.
26 <F3>(3) Reclassified from Account 101 to Account 105 in
27 October, 1988.
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47 TOTAL 96,212,528
</TABLE>
Page 214
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107)
1. Report below descriptions and balances at end of year of projects in process
of construction (107).
2. Show items relating to "research, development, and demonstration" project
last, under a caption Research, Development, and Demonstration (see Account 107
of the Uniform System of Accounts).
3. Minor projects (5% of the Balance End of the Year for Account 107 or
$100,000, whichever is less) may be grouped.
Construction Work
Line in Progress-Electric
No. Description of Project (Account 107)
(a) (b)
1 Turbine Modification, Northeastern Power station Unit #3 631,643
2 Install Auto equipment identification sys NE Power station un3&4 111,304
3 On-line perform. monitoring, sw power station unit #3 441,577
4 Stack monitoring equip replacement, ne power station units 3&4 380,282
5 Turbine lube oil full flow filter ne power station unit 3 257,114
6 Turbine lube oil full flow filter ne power station unit 2 213,077
7 Turbine lube oil full flow filter Riverside power station unit 1 264,875
8 Turbine lube oil full flow filter ne power station unit #4 220,085
9 Turbine lube oil full flow filter Riverside power station unt#2 199,391
10 Install of auxiliary steam generator ne power station unt 1&2 194,449
11 Purchase right-of-way RR spur ne power station units 3&4 1,622,854
12 Boiler trottling valve replacement ne power station units 3&4 416,383
13 Unit #4 restart Tulsa power station 1,735,327
14 Install Diamond Sootblowers ne power station units 3&4 781,976
15 Purchase transition turbine parts, Comanche power station 534,950
16 Retube No. 2-7 Feedwaterheater ne power station units 1&2 288,565
17 Install Waterlances ne power station unit #4 534,797
18 Convert pulverizer hydraulic to spring conversion ne pr stat 3&4 533,389
19 Replace sequence of events recorder ne power station unit #3 119,954
20 Replace airheater basket ne power station unit #3 637,459
21 Replace water drain and steam pressure valves ne power stat u #3 174,849
22 Replace super heat injection pressure reducing valve ne stat u #3 150,848
23 Purchase and install waterlances ne power station unit #3 567,789
24 Replace buckers turbine rotors ne power station unit #3 135,613
25 Replace turbine/generator seals ne power station unit #3 142,609
26 Build industrial RR spur ne power station units 3&4 134,885
27 Build feeder #81-557 from Vinita jct sub to Hockerville sub 2,262,947
28 Convert Vinita jct sub #81-877 to ring bus Vinita OK 347,172
29 Replace relay panels at Tulsa power station sub #66-801 Tulsa 153,799
30 Replace air magnetic breakers ne power station sub #81-864
ne power station 188,919
31 Construct 138kv feeder from Oneta sub #81-560 to 114th & 101
East aven Broker Arrow OK 924,972
32 Convert Oneta Sub #90-872 138kv ring bus to breaker and one
half Tulsa OK 1,072,348
33 Right-of-way 11.8 miles 50 tracts near Oneta Ok 483,798
34 Add 37.3mva transformer and replace 15kv breakers at Tulsa
power station sub #66-801 Tulsa OK 763,209
35 Changeout breakers at Comanche station sub #81-945 Comanche OK 208,127
36 Update Expired term easements with Bureau of Indian Affairs
Tulsa OK 192,927
37 Purchase right-of-way for 138kv feeder Vinita to Empire
38 District Electric Hockerville Sub Vinita OK 819,615
39 Replace bad poles and hardware on line #81-801 from
Blachard OK to Cornville OK 149,223
40 Replace Shidler sub #163 138kv circuit breaker Shidler OK 113,068
41 Bartlesville Comanche sub #155 improvements Bartlesville OK 1,857,137
42 Install new urban load center sub #006 at 81st & Garnett Tulsa 494,179
43 TOTAL
Page 216
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107)
1. Report below descriptions and balances at end of year of projects in process
of construction (107).
2. Show items relating to "research, development, and demonstration" project
last, under a caption Research, Development, and Demonstration (see Account 107
of the Uniform System of Accounts).
3. Minor projects (5% of the Balance End of the Year for Account 107 or
$100,000, whichever is less) may be grouped.
Construction Work
Line in Progress-Electric
No. Description of Project (Account 107)
(a) (b)
1 Center Plaza Apartment Cable replacement feeders Tulsa OK 296,816
2 Replace Cable Feeders Tulsa OK 120,670
3 Underbuild New 477mcm conductor on #81-558A Bartlesville OK 122,322
4 Intergration of Chelsea Municipal Authority and company
system Chelsea OK 710,238
5 Relocation between hwy 97 to 55th west avenue Tulsa OK 365,214
6 Repair for Minor Storms in 1993 Tulsa Division Tulsa OK 196,355
7 Serve Southern Woods Estate Tulsa OK 107,046
8 Rebuild and recondition 3 miles conductor west of Inola 1/2
mile south of hwy 412 Inola OK 144,580
9 Rebuild and Reconductor Unocal Haminy OK 130,653
10 Radio Frequency Meters remote meter reading Tulsa OK 115,895
11 Serve Celebrity Country Addition Bixby OK 178,512
12 CSW Bus. Improv. Project work management definition Dallas TX 3,082,687
13 CSW Bus. Improv. Project compatible units definition Dallas TX 749,185
14 CSW Bus. Improv. Project materials management Analysis def.
Dallas TX 324,975
15 CSW Bus. Improv. Project material management Dallas TX 1,321,654
16 CSW Bus. Improv. Project Executive Info. system Dallas TX 808,096
17 CSW Bus. Improv. Project standard Accounts Structure Dallas TX 857,369
18 CSW Bus. Improv. Project Human Resources Mgmt system Dallas TX 341,436
19 Tulsa Division Headquarters Facility Tulsa OK 326,629
20 Replace Line Truck #51-60 Tulsa OK 132,678
21 Replace Bucket Truck #41-042 construction Maint. Tulsa OK 135,032
22 CSW Bus. Improv. Project Job cost accounting system Dallas TX 163,261
23 Install new roof on the General Office Tulsa OK 314,656
24 Construct crush rock base course on storage site Alsuma Tulsa OK 124,780
25 Purchase power factor test equip. Tulsa OK 295,655
26 Manufacture of SCADA Remote terminal unit Tulsa OK 108,662
27 Construct EMS/SCADA network for PSO 546,291
28 Prepare CSW Energy Management System Plan Tulsa OK 826,106
29 Install fiber optic cable and carrier equip. to Transok
Gas Central Center, Tulsa OK 241,736
30 Install PSO 565 mega byte node at MCI, Broken Arrow, OK 101,874
31 CSW Radio Improvement Project Dallas TX 335,106
32 CSW Service Energy Management system replacement Proj. Tulsa OK 120,255
33 Repair Storm Damage of 4-24-93 Catoosa OK 417,349
34 Install Fiber Optic communication system Tulsa to Bartlesville
Tulsa OK 579,643
35 Arrow Trucking Digital Microwave system Tulsa OK 143,995
36 Fiber optic Tulsa Junior College Tie within Campus Tulsa Ok 236,552
37 Repair Storm damage for fiber optic lines Catoosa OK 605,682
38
39
40 753 Minor Projects involving Production, Transmission,
41 Distribution & General Functions 14,743,982
42
43 Total 51,931,111
Page 216A
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION OVERHEADS-ELECTRIC
1. List in column (a) the kinds of overheads according to the titles used by
the respondent. Charges for outside professional service for engineering fees
and management or supervision fees capitalized should be shown as separate
items.
2. On page 218 furnish information concerning construction overheads.
3. A respondent should not report "none" to this page if no overhead apportion-
ments are made, but rather should explain on page 212 the accounting procedures
employed and the amounts of engineering, supervision, and administrative costs,
etc., which are directly charged to construction.
4. Enter on this page engineering, supervision, administrative, and allowance
for funds used during construction, etc., which are first assigned to a blanket
work order and then prorated to construction jobs.
Total Amount
Line Description of Overhead Charged
No. for the Year
(a) (b)
1 Allowance for Funds Used During Construction 1,948,344
2 Engineering Supervision 2,112,246
3 Depreciation Expense-General Plant 718,060
4 Administrative and General Salaries Capitalized 1,082,433
5 Admin. and General Travel Expenses Capitalized 113,814
6 Office Supplies Capitalized 245,111
7 Employee Safety Education Activities 92,680
8 Compensation-Compensible Accidents 25,323
9 Employee Miscellaneous Benefits 344,129
10 Miscellaneous General Expense 26,474
11 Rents 280,735
12 Maintenance of General Plant 316,889
13 Maintenance of Communication Equip. 205,659
14 State Unemployment Insurance 31,944
15 Federal Unemployment Insurance 21,359
16 Federal Insurance Contributions Act 1,031,998
17 Injury and Damage Costs 871,849
18 Employee Insurance Costs 1,524,551
19 Pension Costs 1,106,189
20 Thrift Plan Costs 348,002
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46 TOTAL 12,447,789
Page 217
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE
1. For each construction overhead explain; (a) the nature and extent of work,
etc., the overhead charges are intended to cover, (b) the general procedure for
determining the amount capitalized, (c) the method of distribution to
construction jobs, (d) whether different rates are applied to different types of
construction, (e) basis of differentiation in rates for different types of
construction, and (f) whether the overhead is directly or indirectly assigned.
2. Show below the computation of allowance for funds used during construction
rates, in accordance with the provisions of Electric Plant Instructions 3 (17)
of the U.S. of A.
3. Where a net-of-tax rate for borrowed funds is used, show the appropriate
tax effect adjustment to the computations below in a manner that clearly
indicates the amount of reduction in the gross rate for tax effects.
ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFUDC)
AFUDC is charged on construction costs during the period of actual construction.
The composite rates used to determine AFUDC during 1993 are shown below. There
is no AFUDC charged to projects costing less than $5,000 nor to projects which
were completed during a 30-day period or less.
OTHER CONSTRUCTION OVERHEADS -
Other Construction Overheads, both direct and indirect, are distributed to
construction jobs as a percentage of direct (Company) labor charged thereto.
Based on a biennial analysis of the most recent year's financial data,
percentages have been developed for each category of overhead distributed.
COMPUTATION OF ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION RATES
For Line 1(5), column (d) below, enter the rate granted in the last rate
proceeding. If such is not available, use the average rate earned during the
proceeding three years.
1. Components of Formula (Derived form actual book balances and actual cost
rates):
Line Capitalization Cost Rate
No. Title Amount Ratio (Percent) Percentage
(a) (b) (c) (d)
(1) Average Short-Term Debt S 14,380,668
(2) Short-Term Interest s 3.347%
(3) Long-Term Debt D 433,060,000 48.7% d 7.875%
(4) Preferred Stock P 19,790,000 2.2% p 4.114%
(5) Common Equity C 436,463,108 49.1% c 13.500%
(6) Total Capitalization 889,313,108 100.0%
(7) Average Construction
Work in Progress
Balance W 48,992,988
2. Gross Rate for Borrowed Funds
S D S
s (--)+ d (----) (1 - --)
W D+P+C W 3.691%
3. Rate for Other Funds
S P C
[1 - ___] [ p (---)+c (-----)] 4.746%
W D+P+C D+P+C
4. Weighted Average Rate Actually Used for the Year:
a. Rate for Borrowed Funds- 3.692%
b. Rate for Other Funds- 4.748%
Page 218
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108)
1. Explain in a footnote any important adjustments during year.
2. Explain in a footnote any difference between the amount for book cost of
plant retired, line 11, column (c), and that reported for electric plant in
service, pages 204-207, column (d) excluding retirements of non-depreciable
property.
3. The provisions of Account 108 in the Uniform System of Accounts require that
retirements of depreciable plant be recorded when such plant is removed from
service. If the respondent has a significant amount of plant retired at year end
which has not been recorded and/or classified to the various reserve functional
classifications, make preliminary closing entries to tentatively functionalize
the book costs of the plant retired. In addition, include all costs included in
retirement work in progress at year end in the appropriate functional
classifications.
4. Show separately interest credits under a sinking fund or similar method of
depreciation accounting.
<TABLE>
Section A. Balances and Changes During Year
Line Item Total Electric Plant in Electric Plant Held Electric Plant
No. (c+d+e) Service for Future Use Leased to Others
(a) (b) (c) (d) (e)
<C><S> <C> <C> <C>
1 Balance Beginning of Year 752,968,614 702,053,698 50,914,916
2 Depreciation Provisions for Year,
Charged to
3 (403) Depreciation Expense 61,881,179 61,881,179
4 (413) Exp. of Elec.
Plt. Leas. to Others
5 Transportation Expenses-Clearing 3,118,415 3,118,415
6 Other Clearing Accounts 0 0
7 Other Accounts (Specify):
8 see below 2,814,834 2,814,834
9 TOTAL Deprec. Prov. for Year (Enter
Total of lines 3 thru 8) 67,814,428 67,814,428
10 Net Charges for Plant Retired:
11 Book Cost of Plant Retired 12,267,917 12,267,917 68,509
12 Cost of Removal 7,105,007 7,105,007
13 Salvage (Credit) 1,502,644 1,502,644
14 TOTAL Net Chrgs. for Plant Ret.
(Enter Total of lines 11 thru 13) 17,870,280 17,870,280 68,509
15 Other Credit Items (Describe):
(Describe):
16
17 Balance End of Year (Enter Total of
lines 1, 9, 14, 15, and 16) 802,912,762 751,997,846 50,914,916
Section B. Balances at End of Year According to Functional Classifications
18 Steam Production 426,634,680 375,719,764 50,914,916
19 Nuclear Production
20 Hydraulic Production-Conventional
21 Hydraulic Production-Pumped
Storage
22 Other Production 9,625,922 9,625,922
23 Transmission 106,861,934 106,861,934
24 Distribution 207,765,154 207,765,154
25 General 52,025,072 52,025,072
26 TOTAL (Enter Total of lines 18
thru 25) 802,912,762 751,997,846 50,914,916
Line 8:
Capitalized to Construction 718,059 718,059
Account 151-Fuel Stock Coal 2,096,775 2,096,775
2,814,834 2,814,834
</TABLE>
Page 219
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
INVESTMENT IN SUBSIDIARY COMPANIES (Account 123.1)
1. Report below investments in Account 123.1, investments in Subsidiary
Companies.
2. Provide a subheading for each company and list thereunder the information
called for below. Sub-total by company and give a total in column (e), (f), (g)
and (h).
(a) Investment in Securities - List and describe each security owned. For bonds
give also principal amount, date of issue, maturity and interest rate.
(b) Investment Advances - Report separately the amounts of loans or investment
advances which are subject to repayment, but which are not subject to current
settlement. With respect to each advance show whether the advance is a note or
open account. List each note giving date of Issuance, maturity date, and
specifying whether note is a renewal.
3. Report separately the equity in undistributed subsidiary earnings since
acquisition. The total in column (e) should equal the amount entered for Account
418.1.
Amount of
Line Description of Investment Date Date of Investment at
No. Acquired Maturity Beginning of Year
(a) (b) (c) (d)
1 Ash Creek Mining Company(1) Nov. 30, 1976 (3,478,638)
2
3
4
5
6
7 (1)Authorized by the Securities and Exchange
8 Commission (Release No. 19777) in File No.
9 70-5868 dated November 30, 1976.
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42 TOTAL Cost of Account 123.1:$ 3,839,040 TOTAL (3,478,638)
Page 224
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
INVESTMENT IN SUBSIDIARY COMPANIES (ACCOUNT 123.1) (Continued)
4. For any securities , notes or accounts that were pledged, designate such
securities, notes, or accounts in a footnote, and state the name of pledge and
purpose of the pledge.
5. If Commission approval was required for any advance made or security
acquired, designate such fact in a footnote and give name of Commission, date of
authorization, and case or docket number.
6. Report column (f) interest and dividend revenues form investments, including
such revenues form securities disposed of during the year.
7. In column (h) report for each investment disposed of during the year, the
gain or loss represented by the difference between cost of the investment (or
the other amount at which carried in the books of account if different from
cost) and the selling price thereof, not including interest adjustment
includible in column (f).
8. Report on Line 42, column (a) the total cost of Account 123.1.
Equity in Amount of Gain or Loss
Subsidiary Revenues Investment at From Investment
Earnings for Year for Year End of Year Disposed of Line
(e) (f) (g) (h) No.
(2,029,498) (5,508,136) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
(2,029,498) (5,508,136) 42
Page 225
PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993
1. For Account 154, report the amount of plant materials and operating supplies
under the primary functional classifications as indicated in column (a);
estimates of amounts by function are acceptable. In column (d), designate the
department or departments which use the class of material.
2. Give an explanation of important inventory adjustments during the year (on
a supplemental page) showing general classes of material and supplies and the
various accounts (operating expenses, clearing accounts, plant, etc.) affected-
debited or credited. Show separately debit or credits to stores expense-
clearing, if applicable.
Balance Department or
Line Account Beginning of Balance Departments
No. Year End of Year Which Use Material
(a) (b) (c) (d)
1 Fuel Stock (Account 151) 21,673,278 21,273,368 Electric
2 Fuel Stock Expenses
Undistributed (Account 152)
3 Residuals and Extracted Products
(Account 153)
4 Plant Materials and Operating
Supplies (Account 154)
5 Assigned to-Construction(Estimated) 5,026,309 3,834,446 Electric
6 Assigned to-Operations and
Maintenance
7 Production Plant 30,310,312 31,199,076 Electric
8 Transmission Plant 23,210 4,949 Electric
9 Distribution Plant 610,811 284,171 Electric
10 Assigned to-Other 1,251,045 825 Electric
11 TOTAL Account 154 37,221,687 35,323,467 Electric
(Enter Total of lines 5 thru 10)
12 Merchandise (Account 155)
13 Other Materials and Supplies
(Account 156)
14 Nuclear Materials Held for Sale
(Account157)(Not applicable to Gas
Utilities)
15 Stores Expense Undistributed
(Account 163)
16 Stores Expense Undistributed
(Account 163) STP Inventory 3,454,271 2,041,110 Electric
17
18
19
20 TOTAL Materials and Supplies 62,349,236 58,637,945
(per Balance Sheet)
Page 227
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION
Total
Line Item (All Electric) Electric
No. (a) (b) (c)
1 UTILITY PLANT
2 In Service
3 Plant in Service (Classified) 2,513,372,172 2,513,372,172
4 Property Under Capital Leases 46,018,596 46,018,596
5 Plant Purchased or Sold
6 Completed Construction not Classified
7 Experimental Plant Unclassified
8 TOTAL (Enter Total of lines
3 thru 7) 2,559,390,768 2,559,390,768
9 Leased to Others 0 0
10 Held for Future Use 33,264,671 33,264,671
11 Construction Work in Progress 126,257,669 126,257,669
12 Acquisition Adjustments 17,008,541 17,008,541
13 TOTAL Utility Plant (Enter
Total of lines 8 thru 12) 2,735,921,649 2,735,921,649
14 Accum. Prov. for Depr.,
Amort., & Depl. 947,791,402 947,791,402
15 Net Utility Plant (Enter total
of line 13 less 14) 1,788,130,247 1,788,130,247
16 DETAIL OF ACCUMULATED PROVISIONS FOR
DEPRECIATION, AMORTIZATION AND DEPLETION
17 In Service:
18 Depreciation 947,791,402 947,791,402
19 Amort. and Depl. of Producing
Nat. Gas Land and Land Rights
20 Amort. of Underground Storage
Land and Land Rights
21 Amort. of Other Utility Plant
22 TOTAL in Service
(Enter Total of lines 18 thru 21) 947,791,402 947,791,402
23 Leased to Others
24 Depreciation 0 0
25 Amortization and Depletion
26 TOTAL Leased to Others
(Enter Total of lines 24 and 25) 0 0
27 Held for Future Use
28 Depreciation
29 Amortization
30 TOTAL Held for Future Use
(Ent. Tot. of lines 28 and 29)
31 Abandonment of Leases (Natural Gas)
32 Amort. of Plant Acquisition Adjustment
TOTAL Accumulated Provisions (Should
agree with line 14 above)(Enter
33 Total of lines 22,26,30,31 and 32) 947,791,402 947,791,402
Page 200
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106)
1. Report below the original cost of electric plant service according to the
prescribed accounts.
2. In addition to Account 101, Electric Plant in Service (Classified), this
page and the next include Account 102, Electric Plant Purchased or Sold; Account
103, Experimental Gas Plant Unclassified; and Account 106, Completed
Construction Not Classified-Electric.
3. Include in column (c) or (d), as appropriate, corrections of additions and
retirements for the current or preceding year.
4. Enclose in parentheses credit adjustments of plant accounts to indicate the
negative effect of such accounts.
5. Classify Account 106 according to prescribed accounts, on an estimated basis
if necessary, and include the entries in column (c). Also to be included in
column (c) are entries for reversals of tentative distributions of prior year
reported in column (b). Likewise, if the respondent has a significant amount of
plant retirements which have not been classified to primary accounts at the end
of the year, include in column (d) a tentative distribution of such retirements,
on an estimated basis, with appropriate contra entry to the account for
accumulated depreciation provision. Include also in column (d) reversals of
tentative distributions of prior year of unclassified retirements. Attach
supplemental statement showing the account distributions of these tentative
classifications in columns (c) and (d) including the reversals of the prior
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
1 1. INTANGIBLE PLANT
2 (301) Organization 11,500 701
3 (302) Franchises and Consents
4 (303) Miscellaneous Intangible Plant 3,474,356 1,076,028
5 TOTAL Intangible Plant 3,485,856 1,076,729
(Enter Total of lines 2, 3, and 4)
6 2. PRODUCTION PLANT
7 A. Steam Production Plant
8 (310) Land and Land Rights 9,925,449
9 (311) Structures and Improvements 251,250,051 401,391
10 (312) Boiler Plant Equipment 747,604,051 4,457,468
11 (313) Engines and Engine-Driven
Generators
12 (314) Turbogenerator Units 233,467,837
13 (315) Accessory Electric Equipment 52,774,887 243,510
14 (316) Misc. Power Plant Equipment 31,878,339 1,568,668
15 TOTAL Steam Production Plant 1,326,900,614 6,671,037
(Enter Total of lines 8 thru 14)
16 B. Nuclear Production Plant
17 (320) Land and Land Rights
18 (321) Structures and Improvements
19 (322) Reactor Plant Equipment
20 (323) Turbogenerator Units
21 (324) Accessory Electric Equipment
22 (325) Misc. Power Plant Equipment
23 TOTAL Nuclear Production Plant
(Enter Total of lines 17 thru 22) NONE NONE
24 C. Hydraulic Production Plant
25 (330) Land and Land Rights
26 (331) Structures and Improvements
27 (332) Reservoirs, Dams, and Waterways
28 (333) Water Wheels, Turbines, and Generators
29 (334) Accessory Electric Equipment
30 (335) Misc. Power Plant Equipment
31 (336) Roads, Railroads, and Bridges
32 TOTAL Hydraulic Production Plant
(Enter Total of lines 25 thru 31) NONE NONE
33 D. Other Production Plant
34 (340) Land and Land Rights
35 (341) Structures and Improvements
36 (342) Fuel Holders, Products and Accessories
37 (343) Prime Movers
38 (344) Generators
39 (345) Accessory Electric Equipment
Page 204
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued)
years tentative account distributions of these amounts. Careful observance of
the above instructions and the texts of Account 101 and 106 will avoid serious
ommissions of the reported amount of the respondent's plant actually in service
at end of year.
6. Show in column (f) recalssifications or transfers within utility plant
accounts. Include also in column (f) the additions or reductions of primary
account classifications arising form distribution of amounts initially recorded
in Account 102. In showing the clearance of Account 102, include in column (e)
the amounts with respect to accumulated provision for depreciation, acquisition
adjustment , etc., and show in column (f) only the offset to the debits or
credits distributed in column (f) to primary account classifications.
7. For Account 399, state the nature and use of plant included in this account
and if substantial in amount submit a supplementary sheet showin subaccount
classification of such plant conforming to the requirements of these pages.
8. For each amount comprising the reported balance and changes in Account 102,
state the property purchased or sold, name of vendor or purchaser, and date the
transaction. If proposed journal entries have been filed with the Commission as
required by the Uniform System of Accounts, give also date of such filing.
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
1
12,201 (301) 2
(302) 3
4,550,384 (303) 4
3,562,585 5
6
7
(5,754) 9,919,695 (310) 8
(5,331,398) 3,360,549 249,680,593 (311) 9
(2,425,545) 749,635,974 (312) 10
(313) 11
(348,485) 233,119,352 (314) 12
(82,765) 52,935,632 (315) 13
(95,956) 33,351,051 (316) 14
(8,289,903) 3,360,549 1,328,642,297 15
16
(320) 17
(321) 18
(322) 19
(323) 20
(324) 21
(325) 22
NONE 23
24
(330) 25
(331) 26
(332) 27
(333) 28
(334) 29
(335) 30
(336) 31
NONE 32
33
(340) 34
(341) 35
(342) 36
(343) 37
(344) 38
(345) 39
Page 205
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) (CONTINUED)
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
40 (346) Misc. Power Plant Equipment
41 TOTAL Other Production Plant
(Enter Total of lines 34 thru 40)
42 TOTAL Production Plant (Enter 1,326,900,614 6,671,037
Total of lines 15, 23, 32, and 41)
43 3. TRANSMISSION PLANT
44 (350) Land and Land Rights 21,626,296 283,379
45 (352) Structures and Improvements 4,868,725 168,820
46 (353) Station Equipment 127,838,290 1,916,293
47 (354) Towers and Fixtures 29,701,383
48 (355) Poles and Fixtures 61,342,708 3,251,957
49 (356) Overhead Conductors and Devices 99,805,724 702,263
50 (357) Underground Conduit
51 (358) Underground Conductors
and Devices
52 (359) Roads and Trails
53 TOTAL Transmission Plant 345,183,126 6,322,712
(Enter Total of lines 44 thru 52)
54 4. DISTRIBUTION PLANT
55 (360) Land and Land Rights 2,964,253 333,519
56 (361) Structures and Improvements 2,487,884 78,990
57 (362) Station Equipment 71,948,109 11,354,707
58 (363) Storage Battery Equipment
59 (364) Poles, Towers, and Fixtures 118,200,287 17,297,994
60 (365) Overhead Conductors and Devices 114,551,755 14,288,676
61 (366) Underground Conduit 9,334,106 2,450,113
62 (367) Underground Conductors and Devices 44,054,431 4,782,837
63 (368) Line Transformers 141,063,914 12,909,218
64 (369) Services 18,292,976 2,811,086
65 (370) Meters 39,845,739 3,647,898
66 (371) Installations on Customers Premises 15,598,013 2,418,268
67 (372) Leased Property on
Customer Premises
68 (373) Street Lighting and Signal System 17,247,687 1,251,219
69 TOTAL Distribution Plant 595,589,154 73,624,525
(Enter Total of lines 55 thru 68)
70 5. GENERAL PLANT
71 (389) Land and Land Rights 3,963,469 205,106
72 (390) Structures and Improvements 34,996,235 4,754,132
73 (391) Office Furniture and Equipment 17,703,802 5,196,993
74 (392) Transportation Equipment 21,061,006 7,246,828
75 (393) Stores Equipment 436,649 12,573
76 (394) Tools, Shop and Garage Equipment 4,129,357 526,010
77 (395) Laboratory Equipment 2,998,896 1,188,655
78 (396) Power Operated Equipment 906,155 1,154,139
79 (397) Communication Equipment 6,161,217 2,578,100
80 (398) Miscellaneous Equipment 680,467 183,720
81 SUBTOTAL (Enter Total of 93,037,253 23,046,256
lines 71 thru 80)
82 (399) Other Tangible Property 53,531,108 442,466
83 TOTAL General Plant 146,568,361 23,488,722
(Enter Total of lines 81 and 82)
84 TOTAL (Accounts 101 2,417,727,111 111,183,725
and 106)
85 (102) Electric Plant Purchased
86 (Less) (102) Electric Plant Sold
87 (103) Experimental Plant Unclassified
88 TOTAL Electric Plant in Service 2,417,727,111 111,183,725
Service
Page 206
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106)(Continued)
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
(346) 40
41
(8,289,903) 3,360,549 1,328,642,297 42
43
21,909,675 (350) 44
(5,928) 5,031,617 (352) 45
(284,095) (86,661) 129,383,827 (353) 46
29,701,383 (354) 47
(614,796) 63,979,869 (355) 48
(388,717) 100,169,270 (356) 49
(357) 50
(358) 51
(359) 52
(1,243,536) (86,661) 350,175,641 53
54
3,297,772 (360) 55
(300) 2,566,574 (361) 56
(620,665) 160,626 82,842,777 (362) 57
(363) 58
(1,192,265) 66,564 134,372,580 (364) 59
(909,955) (5,449) 127,925,027 (365) 60
(14,821) 11,769,398 (366) 61
(375,165) 48,462,103 (367) 62
(1,001,112) (66,215) 152,905,805 (368) 63
(89,336) (68,865) 20,945,861 (369) 64
(819,874) 42,673,763 (370) 65
(800,434) 17,215,847 (371.1) 66
(372) 67
(270,329) 18,228,577 (373) 68
(6,094,256) 86,661 663,206,084 69
70
4,168,575 (389) 71
(84,978) 39,665,389 (390) 72
(971,588) 21,929,207 (391) 73
(1,753,634) 26,554,200 (392) 74
(307) 448,915 (393) 75
(85,589) 4,569,778 (394) 76
(44,646) 4,142,905 (395) 77
(62,668) 1,997,626 (396) 78
(26,387) 8,712,930 (397) 79
(13,503) 850,684 (398) 80
(3,043,300) 113,040,209 81
(228,218) 53,745,356 (399) 82
(3,271,518) 166,785,565 83
(18,899,213) 3,360,549 2,513,372,171 84
(102) 85
86
(103) 87
(18,899,213) 3,360,549 2,513,372,172 88
Page 207
Next Page
is 207-1
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (CONTINUED)
* Account 399, Other Tangible Property -
(1) Cost of maintenance facility not covered by lease agreement
with City Island Coal Company. 2,185,107
(2) Leases and other land related acquistion costs in connection
with the Company's lignite exploration and development
program. 51,560,249
53,745,356
Page Next Page is 213
207-1
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT LEASED TO OTHERS (Account 104)
1. Report below the information called for concerning electric plant leased to
others.
2. In column (c) give the date of Commission authorization of the lease of
electric plant to others.
Name of Lessee Expiration
Line (Designate associated Description of Commission Date of Balance
No. with an asterisk Property Leased Authorization Lease End of Year
1 Gulf States Pipeline Gas Pipeline 8-11-82 5-31-03 0
2 Corporation (SEC ORDER 70-
3 6750)
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39 NOTE: Effective June 30, 1993, Southwestern Electric Power Company (SWEPCO)
40 sold the Paxton Pipeline, the Elm Grove Pipeline, and the Elm Grove Gathering
41 System to TRANSOK, Inc. Both SWEPCO and TRANSOK are wholly-owned subsidiaries
42 of Central & Southwest Corporation. The sales price was $961,694.
43
44
45
46
47 TOTAL 0
Page 213
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT HELD FOR FUTURE USE (Account 105)
1. Report separately held for future use at end of the year having an original
cost of $250,000 or more. Group other items of property held for future use.
2. For property having an original cost of $250,000 or more previously used in
utility operations, now held for future use, give in column (a), in addition to
other required information, the date that utility use of such property was
discontinued, and the date the original cost was transferred to Account 105.
Date Originally Date Expected Balance at
Line Description and Location Included in to be Used in End of
No. of Property This Account Utility Service Year
(a) (b) (c) (d)
1 Land and Rights:
2 Proposed Operation Center - 1976 Undetermined 80,704
3 Bossier City, Louisiana
4
5 Walker County Power Plant -
6 Walker County, Texas 1986 2004 13,101,055
8
9 Coleto Creek Power Plant -
10 Coleto Creek, Texas 1986 Undetermined 7,840,741
11
12
13
14
15
16
17
18
19
20
21
22 Other Property:
23 Walker County Lignite - Walker 1986 2004 12,242,171
24 County, Texas
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47 TOTAL 33,264,671
Page 214 Next Page is 216
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107)
1. Report below descriptions and balances at end of year of projects in process
of construction (107).
2. Show items relating to "research, development, and demonstration" project
last, under a caption Research, Development, and Demonstration (see Account 107
of the Uniform System of Accounts).
3. Minor projects (5% of the Balance End of the Year for Account 107 or
$100,000, whichever is less) may be grouped.
Construction Work
Line in Progress-Electric
No. Description of Project (Account 107)
(a) (b)
1 ECENT NRGRS 69KV RLCT HY 1,330,140
2 GILMER PERDUE 69KV RBLD 765,480
3 NHUNT WBNVLL 69/161 REBLD 2,617,624
4 CSW WORK MANAGEMENT 609,724
5 CSW COMPATIBLE UNITS 728,205
6 CSW EMPLOYEE INFORMATION 353,394
7 CSW PLANT PERFORMANCE WSPP 911,361
8 CSW MAT MGMT BUSINESS ANALYSIS 438,538
9 CSW BUDGET MODEL 177,013
10 SOUTH HQ COMPLEX 5,148,726
11 SPRINGDALE 33MVA LTC TFR 534,591
12 LONGWOOD 345KV BREAKERS 1,250,622
13 PATTERSON 145KV GCB 111,839
14 SW S'PORT 345KV BREAKER 286,133
15 BLANCHARD TRAN & REG 167,912
16 NORTH TEXAS EASTMAN 1,990,916
17 34.5 CT GNWD EXCLSR SUB 404,099
18 PD BEARING FACILITY 334,742
19 N BOSTON HOOKS 69KV RLBD 752,644
20 S S'PORT - SW S'PORT 138 REBLD 1,932,530
21 KEATCHIE W ELECTRIC RECOND 1,686,934
22 PURCHASE PET TRANSFORMERS 170,648
23 LR REP STR LINE 155 409,443
24 N MINEOLA G SALINE 138KV 3,449,875
25 NEW ENVIRO LAB OFFICE AHPP 686,499
26 OVERTON 138KV TERMINAL 503,666
27 E CENTERTON 69KV TAP 113,776
28 A&B PRECIP ROOF WSPP 755,603
29 HVDC EAST TIE COMMON 3,281,915
30 PUR FURN/EQUIP AHPP 143,608
31 FGD LTO TRAY FRAMING DH552 142,588
32 EMS REPLACEMENT SWEPCO SCC 1,177,440
33 EMS REPLACEMENT DALLAS CSW 585,499
34 RE CATO SPGS RD 1033 FAY 256,794
35 SO RECONDUCTOR MCLEOD FEEDER 289,785
36 FG LAB ADDITON 122,003
37 US COURT HOUSE 233,037
38 OH GENERAL AND ADM 369,055
39 OH GENERAL 822,954
40 OF GEN PROD 283,707
41
42 SUB-TOTAL 36,331,062
Page 216
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) (CONTINUED)
1. Report below descriptions and balances at end of year of projects in process
of construction (107).
2. Show items relating to "research, development, and demonstration" projects
last, under a caption Research, Development, and Demonstration (see Account 107
of the Uniform System of Accounts).
3. Minor projects (5% of the Balance End of the Year for Account 107 or
$100,000, whichever is less) may be grouped.
Construction Work
Line in Progress-Electric
No. Description of Project (Account 107)
(a) (b)
1 BALANCE FORWARDED 36,331,062
2
3 OH GEN TRANS & DISTB 2,473,910
4 OH PRODUCTION 301,805
5 OH TRANS & DISTB 8,528,083
6 CSW 9376 ORG IMPACT-WORK 2000 280,651
7 CSW 9377 BSD OF WORK 2000 745,964
8 CSW 9516 HRMS PH III BAA-BSD 682,454
9 CSW 9384 MOD BSD INFOR ENG 1,085,714
10 RENOVATE SYS CONTROL CTR 515,311
11 BANN 69KV TRANSFER BUS 144,938
12 DIANA 345KV BREAKER 319,390
13 TXK ARK RECOND HWY 82E 199,188
14 HAR & PAN CO TX CKT 7890 140,639
15 REPL SEC AH BASKETS DH2100 271,687
16 PUR FDG TRAP OUT TRAYS PPP 126,899
17 TEXARK DIV OFFICE HVAC 93 243,942
18 REC MALTA CKT V OF NEW BOSTON 215,583
19 SMITH CO 397 CKT KLG WELLS 452,199
20 DAS UNIT #1 WSPP 583,908
21 N MINEOLA 12KV DIST 259,330
22 DIV ST 12KV RECON C56595 131,290
23 GRG CO TX RECON CKT 5120 140,428
24 RED POINT 138KV BRKRS 162,000
25 REPL BO POLES LONGVIEW 183,879
26 GRG UPS UPGRADE CKT 8200 529,929
27 S W SHREVEPORT 345KV BRKR 299,913
28 RUSK CO RECOND FRIARS 5780 452,008
29 REW 138KV LINE 249 261,595
30 REW 138KV LINE 245 146,751
31 REW 69KV LINE 218 161,596
32 N MINEOLA 138KV 867,775
33 BECKVILLE 69KV BRKR 111,824
34 CENTER BRKR & LTC'S 154,064
35 MENA LO RENOVATION 130,935
36 FAY DIV OFF RENOVATION 405,852
37 N LAKESHORE RECONDUCTOR 159,136
38 MAR SRV CODY RESOURCES 191,842
39 REPLACE RECLOSERS 144,888
40 69KV SUPERIOR TO VIVIAN 161,961
41 DIXIE BLANCHARD RECON 107,801
42
43 SUB-TOTAL 58,808,124
Page 216-1
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) (CONTINUED)
1. Report below descriptions and balances at end of year of projects in process
of construction (107).
2. Show items relating to "research, development, and demonstration" project
last, under a caption Research, Development, and Demonstration (see Account 107
of the Uniform System of Accounts).
3. Minor projects (5% of the Balance End of Year for Account 107 or $100,000,
whichever is less) may be grouped.
Construction Work
Line in Progress-Electric
No. Description of Project (Account 107)
(a) (b)
1 BALANCE FORWARDED 58,808,124
2
3 PILGRIM'S PRIDE 15KV CKT 188,286
4 PLIER RD 138KV BRKR 119,969
5 NO REC CAVE SPGS-ELM SPGS 208,799
6 PRIARE GROVE 69KV BRKRS 308,254
7 TENAHA CAPACITOR 207,025
8 ST MICHAEL HOSPITAL C15174 107,985
9 IMPROV D'FLD CASON 12KV 116,002
10 WATERWORKS 15KV BRKRS 145,926
11 REL 12.5KV 6TH ST C80135 135,410
12 DEQUEEN EXPANSION 1,131,614
13 E CENTERTON 161 KV 221,297
14 69KV LINE FOREMAN-DEQUEEN 525,551
15 E. ROGERS 161KV BRKRS 204,784
16 MARSHALL AUTOTRANSFORMER 782,141
17 NW HENDERSON AUTOFR & GCB 746,959
18 EMERGENCY CKT 97 TV TOWERS 217,789
19 SE LONGVIEW RELOCATION 538,506
20 WALLACE LAKE 345KV TRANSF 688,222
21 WELSH 345KV BREAKERS 573,017
22 W CARTHAGE SUBSTATION 224,072
23 93 UED CABLE REPL PROJECT 299,705
24 REPL POLES ABBOTT-WALDRON 185,448
25 RES 80/133MVA AUTOTRANS 538,004
26 PUR TRK CONST V1981 112,689
27 PUR TRK CONST DEPT V1992 104,826
28 NEW HOPE REBUILD 340,075
29 PUR TOOLS METER DEPT 155,794
30 WALKER CO 345KV A C 836,003
31 PUR TRK LGV CONST V1994 100,002
32 PUR TRK GILMER CONST V1993 100,002
33 RES 67-12KV TRANS 100,895
34 PUR TRK GILMER CONST V1991 104,826
35 TAYLOR STREET TEXARKANA PL 697,166
36 OVERTON NW HENDERSON RBLD 145,596
37 PUR TOOL CONST DEPT 172,544
38 PUR TRK MT PL CONST V1984 103,530
39 138KV FLOURNOY GM SW SPORT 191,484
40 WALLACE LAKE SUB CKT 311 150,243
41 PUR TRK CONST DEPT V2001 104,382
42
43 TOTAL 70,742,946
Page 216-2
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) (CONTINUED)
1. Report below descriptions and balances at end of year of projects in process
of construction (107).
2. Show items relating to "research, development, and demonstration" project
last, under a caption Research, Development, and Demonstration (see Account 107
of the Uniform System of Accounts).
3. Minor projects (5% of the Balance End of Year for Account 107 or $100,000,
whichever is less) may be grouped.
Construction Work
Line in Progress-Electric
No. Description of Project (Account 107)
(a) (b)
1 BALANCE FORWARDED 70,742,946
2
3 PUR TRK CONST DEPT V1999 104,382
4 PUR TRK VIVIAN CONST V1998 101,681
5 LAKEWOOD UNIT 3 C13098 243,815
6 SWAN LAKE RD CONVERSION 151,340
7 PUR TRK CONST DEPT V1996 101,681
8 MST COMPLETE REMODELING 3,311,372
9 N HEND ENENSD 69KV C208859 125,633
10 LETOURNEAU 69 12KV SUB 494,248
11 RETAINING WALL-RED RIVER 333,956
12 ST MICHAEL HOSPITAL C187276 404,753
13 SERVE R&R MFG FOREMAN 116,174
14 PUR TOOLS SC SUBS/TFR 194,859
15 PUR CEMS FCPP 230,821
16 RAPPERS & CONTROLS #3 WSPP 160,875
17 PUR RAPPER CONTROLS FCPP 100,133
18 GAS IGNITORS PPP 102,383
19 93/94 IGNITORS PPP 153,574
20 HYDRAULIC CRANE #3 WSPP 149,450
21 MENA STORM 11-15-93 128,109
22 MT PLEASANT STORM 11-25-93 108,447
23 PUR SMOKELESS IGNITOR WSPP 201,093
24 PUR PRECIP 2A ROOF WSPP 388,144
25 PUR CEMS UNIT #1 WSPP 195,684
26 PUR CEMS AHPP 198,132
27 PUR CEMS UNIT #3 &4 LPP 107,597
28 CEMS UNIT #2 & #3 122,267
29 FGD OUTLET DUCT PPP 206,991
30 NO GREENWOOD LO RENOVATION 133,677
31 SL STG AREA & POND PPP 743,725
32 PUR PC SOFTWARE 158,468
33 WD PUR PC EQUIPMENT 251,719
34 SO PUR PC EQUIPMENT 171,773
35 CD PUR PC EQUIPMENT 176,867
36 WD LONGVIEW GARAGE ADD 369,336
37 GO PUR TRUNKED RADIO SYSTEM 7,027,745
38 GO SO DIGITAL PBX PHONE SYS 103,605
39 CSW 9644 PROPERTY ACCT SYSTEM 212,774
40 WD PUR PROP MARSHALL OPER 104,230
41 PUR FURN LINE AVE OFFICE 517,050
42
43 TOTAL 88,951,509
Page 216-3
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) (CONTINUED)
1. Report below descriptions and balances at end of year of projects in process
of construction (107).
2. Show items relating to "research, development, and demonstration" project
last, under a caption Research, Development, and Demonstration (see Account 107
of the Uniform System of Accounts).
3. Minor projects (5% of the Balance End of Year for Account 107 or $100,000,
whichever is less) may be grouped.
Construction Work
Line in Progress-Electric
No. Description of Project (Account 107)
(a) (b)
1 BALANCE FORWARDED 88,951,509
2
3 CSW 9647 WORK 2000 GST/MDC 108,347
4 CSW 9546 WORK 2000 C & T 838,459
5 CSW 9545 WORK 2000 CHG MGMT 107,181
6 GO W2000 PILOT IMPL MT PL 230,706
7 DAM REMEDIATION I FCPP 396,865
8 CAT D10N DOZER PPP 645,177
9 SO TEMPORARY S.C. HAUGHTON 170,070
10 PUR TOOLS CONST/MAINT DEPT 309,992
11 FUELS EDMS SYSTEM AHPP 642,341
12 PUR TOOLS CONST., SC, METER 114,221
13 WALKER HVDC LINE 8,725,681
14 CENTER BRKR & LTC'S 574,136
15 NW HENDERSON AUTOTFR & GCB 107,386
16 PERMITS FOR WELSH-MONT 345KV 742,844
17 WELSH-MONT. HVDC 544,309
18 BLANCHARD TRAN & REG 200,679
19 INVESTMENT JOB ORDERS 7,429,455
20 MINOR MATERIAL - UNDISTRIBUTED 783,707
21 MISCELLANEOUS PROJECTS UNDER $100,000 14,634,609
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43 TOTAL 126,257,669
Page 216-4
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION OVERHEADS-ELECTRIC
1. List in column (a) the kinds of overheads according to the titles used by
the respondent. Charges for outside professional service for engineering fees
and management or supervision fees capitalized should be shown as separate
items.
2. On page 218 furnish information concerning construction overheads.
3. A respondent should not report "none" to this page if no overhead apportion-
ments are made, but rather should explain on page 212 the accounting procedures
employed and the amounts of engineering, supervision, and administrative costs,
etc., which are directly charged to construction.
4. Enter on this page engineering, supervision, administrative, and allowance
for funds used during construction, etc., which are first assigned to a blanket
work order and then prorated to construction jobs.
Total Amount
Line Description of Overhead Charged
No. for the Year
(a) (b)
1 Construction Overheads -
2
3 Administrative and General 3,952,985
4
5 Production 373,322
6
7 Transmission and Distribution 9,565,174
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46 TOTAL 13,891,481
Page 217
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE
1. For each construction overhead explain; (a) the nature and extent of work,
etc., the overhead charges are intended to cover, (b) the general procedure for
determining the amount capitalized, (c) the method of distribution to
construction jobs, (d) whether different rates are applied to different types of
construction, (e) basis of differentiation in rates for different types of
construction, and (f) whether the overhead is directly or indirectly assigned.
2. Show below the computation of allowance for funds used during construction
rates, in accordance with the provisions of Electric Plant Instructions 3 (17)
of the U.S. of A.
3. Where a net-of-tax rate for borrowed funds is used, show the appropriate
tax effect adjustment to the computations below in a manner that clearly
indicates the amount of reduction in the gross rate for tax effects.
1. (a) Planning, supervising, inspecting and approving new construction.
Preparation of correspondence, purchasing and accounting records
pertainging to construction.
(b) Determination of estimated time spent on or incident to construction by
executive, engineering and other supervisory personnel, accounting
employees, etc., and other costs and expenses of a general nature
applicable to construction, but which could not be charged directly.
(c) Distributed to construction jobs by means of a supervision percentage
determined by the ratio of the overheads to the construction work in
progress accounts.
(d) Different rates are applied to different types of construction.
(e) Based on study of components of construction oberheads by functions.
(f) The overhead is directly assigned.
COMPUTATION OF ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION RATES
For Line 1(5), column (d) below, enter the rate granted in the last rate
proceeding. If such is not available, use the average rate earned during the
proceeding three years.
1. Components of Formula (Derived from actual book balances and actual costs
rates):
Line Capitalization Cost Rate
No. Title Amount Ratio (Percent) Percentage
(a) (b) (c) (d)
(1) Average Short-Term Debt S 40,213,986
(2) Short-Term Interest s 3.24
(3) Long-Term Debt D 619,478,438 46.93 d 8.78
(4) Preferred Stock P 53,600,000 4.06 p 6.27
(5) Common Equity C 646,877,073 49.01 c 14.77
(6) Total Capitalization 1,319,955,511 100%
(7) Average Construction
Work in Progress
Balance Plus
Nuclear Fuel W 92,471,621
2. Gross Rate for Borrowed Funds
S D S
s (--)+ d (----) (1 - --)
W D+P+C W 3.74%
3. Rate for Other Funds
S P C
[1 - ___] [ p (---)+c (-----)] 4.23%
W D+P+C D+P+C
4. Weighted Average Rate Actually Used for the Year: 8.5654% (9.57* in
Louisiana; 8.02% in other jurisdictions)
a. Rate for Borrowed Funds- 3.75% (2.48%* in Louisiana) *Net of tax rate
b. Rate for Other Funds- 4.27% (7.09%* in Louisiana) ordered by
Louisiana Public
Service Commission.
Page 218
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108)
1. Explain in a footnote any important adjustments during year.
2. Explain in a footnote any difference between the amount for book cost of
plant retired, line 11, column (c), and that reported for electric plant in
service, pages 204-207, column (d) excluding retirements of non-depreciable
property.
3. The provisions of Account 108 in the Uniform System of Accounts require that
retirements of depreciable plant be recorded when such plant is removed from
service. If the respondent has a significant amount of plant retired at year end
which has not been recorded and/or classified to the various reserve functional
classifications, make preliminary closing entries to tentatively functionalize
the book costs of the plant retired. In addition, include all costs included in
retirement work in progress at year end in the appropriate functional
classifications.
4. Show separately interest credits under a sinking fund or similar method of
depreciation accounting.
<TABLE>
Section A. Balances and Changes During Year
Line Item Total Electric Plant in Electric Plant Held Electric Plant
No. (c+d+e) Service for Future Use Leased to Others
(a) (b) (c) (d) (e)
<C><S> <C> <C> <C>
1 Balance Beginning of Year 875,887,881 873,130,658 2,757,223
2 Depreciation Provisions for Year,
Charged to
3 (403) Depreciation Expense 75,601,796 75,601,796
4 (413) Exp. of Elec. 67,656 67,656
Plt. Leas. to Others
5 Transportation Expenses-Clearing 2,723,866 2,723,866
6 Other Clearing Accounts 0 0
7 Other Accounts (Specify):<F1>* 16,516,513 16,516,513
8
9 TOTAL Deprec. Prov. for Year (Enter
Total of lines 3 thru 8) 94,909,831 94,842,175 67,656
10 Net Charges for Plant Retired:
11 Book Cost of Plant Retired 18,893,460 15,532,911 3,360,549
12 Cost of Removal 6,783,425 6,783,425
13 Salvage (Credit) 2,670,575 2,134,905 535,670
14 TOTAL Net Chrgs. for Plant Ret.
(Enter Total of lines 11 thru 13) 23,006,310 20,181,431 2,824,879
15 Other Credit Items (Describe):
(Describe):
0 0
0 0
0 0
16 Other Debits & Transfers 0 0
17 Balance End of Year (Enter Total of
lines 1, 9, 14, 15, and 16) 947,791,402 947,791,402 0
Section B. Balances at End of Year According to Functional Classifications
18 Steam Production 550,615,237 550,615,237 0
19 Nuclear Production 0 0
20 Hydraulic Production-Conventional 0 0
21 Hydraulic Production-Pumped
Storage 0 0
22 Other Production 0 0
23 Transmission 116,541,212 116,541,212
24 Distribution 234,374,336 234,374,336
25 General 46,260,617 46,260,617
26 TOTAL (Enter Total of lines 18
thru 25) 947,791,402 947,791,402 0
<FN>
<F1>* Depreciation, amortization and depletion of leased rail cars, fuel
exploration, railroad facilities computer software, and property acquired.
</TABLE>
Page 219 Next Page is 221
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
INVESTMENT IN SUBSIDIARY COMPANIES (Account 123.1)
1. Report below investments in Account 123.1, investments in Subsidiary
Companies.
2. Provide a subheading for each company and list thereunder the information
called for below. Sub-total by company and give a total in column (e), (f), (g)
and (h).
(a) Investment in Securities - List and describe each security owned. For bonds
give also principal amount, date of issue, maturity and interest rate.
(b) Investment Advances - Report separately the amounts of loans or investment
advances which are subject to repayment, but which are not subject to current
settlement. With respect to each advance show whether the advance is a note or
open account. List each note giving date of Issuance, maturity date, and
specifying whether note is a renewal.
3. Report separately the equity in undistributed subsidiary earnings since
acquisition. The total in column (e) should equal the amount entered for Account
418.1.
Amount of
Line Description of Investment Date Date of Investment at
No. Acquired Maturity Beginning of Year
(a) (b) (c) (d)
1 Southwest Arkansas Utility Corp.
2 100 shares, $100 par value
3 common stock 3-24-28 None 10,000
4
5 10,000
6
7 The Arklahoma Corporation
8 160 shares, $100 par value
9 common stock 12-9-47 None 16,000
10 32% of equity in undistributed
11 earnings 201,754
12
13 217,754
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42 TOTAL Cost of Account 123.1: $26,000 TOTAL 227,754
Page 224
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
INVESTMENTS IN SUBSIDIARY COMPANIES (Account 123.1) (Continued)
4. For any securities, notes or accounts that were pledged, designate such
securities, notes, or accounts in a footnote, and state the name of pledgee and
purpose of the pledge.
5. If Commission approval was required for any advance made of security
acquired, designate such fact in a footnote and give name of Commission, date of
authorization, and case or docket number.
6. Report column (f) interest and dividend revenues form investments, including
such revenues form securities disposed of during the year.
7. In column (h) report for each investment disposed of during the year, the
gain or loss represented by the difference between cost of the investment (or
the other amount at which carried in the books of account if different from
cost) and the selling price thereof, not including interest adjustment
includiable in column (f).
8. Report on Line 42, column (a) the total cost of Account 123.1.
Equity in Amount of Gain or loss
Subsidiary Revenues Investment at from Investment Line
Earnings for Year for Year End of Year Disposed of No.
(e) (f) (g) (h)
1
2
- - 10,000 - 3
4
- - 10,000 - 5
6
7
8
- - 16,000 - 9
10
778 - 202,532 - 11
12
778 - 218,532 13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
778 None 228,532 None 42
Page 225
SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993
Balance Department or
Line Account Beginning of Balance Departments
No. Year End of Year Which Use Material
(a) (b) (c) (d)
1 Fuel Stock (Account 151)* 70,324,726 49,055,605 Electric
2 Fuel Stock Expenses 263,021 431,703 Electric
Undistributed (Account 152)
3 Residuals and Extracted Products
(Account 153)
4 Plant Materials and Operating
Supplies (Account 154)
5 Assigned to-Construction(Estimated) 3,007,837 3,445,328 Electric
6 Assigned to-Operations and
Maintenance
7 Production Plant 19,312,501 18,754,255 Electric
8 Transmission Plant 187,969 231,355 Electric
9 Distribution Plant 95,508 105,154 Electric
10 Assigned to-Other 94,110 104,913 Electric
11 TOTAL Account 154 22,697,925 22,641,005
(Enter Total of lines 5 thru 10)
12 Merchandise (Account 155)
13 Other Materials and Supplies
(Account 156)
14 Nuclear Materials Held for Sale
(Account157)(Not applicable to Gas
Utilities)
15 Stores Expense Undistributed 1,612,917 2,576,907 Electric
(Account 163)
16
17
18
19
20 TOTAL Materials and Supplies 94,898,589 74,705,220 Electric
(per Balance Sheet)
* Includes Federal Coal Royalty
Page 227
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION
Total
Line Item (All Electric) Electric
No. (a) (b) (c)
1 UTILITY PLANT
2 In Service
3 Plant in Service (Classified) 950,082,146 950,082,146
4 Property Under Capital Leases
5 Plant Purchased or Sold
6 Completed Construction not Classified 10,305,574 10,305,574
7 Experimental Plant Unclassified
8 TOTAL (Enter Total of lines
3 thru 7) 960,387,720 960,387,720
9 Leased to Others
10 Held for Future Use 14,696,014 14,696,014
11 CWIP 14,384,912 14,384,912
12 Acquisition Adjustments 1,845,432 1,845,432
13 TOTAL Utility Plant (Enter 991,314,078 991,314,078
Total of lines 8 thru 12)
14 Accum. Prov. for Depr.,
Amort., & Depl. 337,887,534 337,887,534
15 Net Utility Plant (Enter total 653,426,544 653,426,544
of line 13 less 14)
16 DETAIL OF ACCUMULATED PROVISIONS FOR
DEPRECIATION, AMORTIZATION AND DEPLETION
17 In Service:
18 Depreciation 336,764,341 336,764,341
19 Amort. and Depl. of Producing
Nat. Gas Land and Land Rights
20 Amort. of Underground Storage
Land and Land Rights
21 Amort. of Other Utility Plant 192,829 192,829
22 TOTAL in Service 336,957,170 336,957,170
(Enter Total of lines 18 thru 21)
23 Leased to Others
24 Depreciation
25 Amortization and Depletion
26 TOTAL Leased to Others
(Enter Total of lines 24 and 25)
27 Held for Future Use
28 Depreciation
29 Amortization
30 TOTAL Held for Future Use
(Ent. Tot. of lines 28 and 29)
31 Abandonment of Leases (Natural Gas)
32 Amort. of Plant Acquisition Adjustment 930,364 930,364
TOTAL Accumulated Provisions (Should
agree with line 14 above)(Enter
33 Total of lines 22,26,30,31 and 32) 337,887,534 337,887,534
Page 200
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION (Continued)
Gas Other Other Other Common Line
(Specify) (Specify) (Specify)
(d) (e) (f) (g) (h) No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
Page 201 Next Page is 204
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106)
1. Report below the original cost of electric plant service according to the
prescribed accounts.
2. In addition to Account 101, Electric Plant in Service (Classified), this
page and the next include Account 102, Electric Plant Purchased or Sold; Account
103, Experimental Gas Plant Unclassified; and Account 106, Completed
Construction Not Classified-Electric.
3. Include in column (c) or (d), as appropriate, corrections of additions and
retirements for the current or preceding year.
4. Enclose in parentheses credit adjustments of plant accounts to indicate the
negative effect of such accounts.
5. Classify Account 106 according to prescribed accounts, on an estimated basis
if necessary, and include the entries in column (c). Also to be included in
column (c) are entries for reversals of tentative distributions of prior year
reported in column (b). Likewise, if the respondent has a significant amount of
plant retirements which have not been classified to primary accounts at the end
of the year, include in column (d) a tentative distribution of such retirements,
on an estimated basis, with appropriate contra entry to the account for
accumulated depreciation provision. Include also in column (d) reversals of
tentative distributions of prior year of unclassified retirements. Attach
supplemental statement showing the account distributions of these tentative
classifications in columns (c) and (d) including the reversals of the prior
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
1 1. INTANGIBLE PLANT
2 (301) Organization 21,968
3 (302) Franchises and Consents
4 (303) Miscellaneous Intangible Plant 675,279 716,676
5 TOTAL Intangible Plant 697,247 716,676
(Enter Total of lines 2, 3, and 4)
6 2. PRODUCTION PLANT
7 A. Steam Production Plant
8 (310) Land and Land Rights 7,141,569
9 (311) Structures and Improvements 50,830,903 167,312
10 (312) Boiler Plant Equipment 199,114,232 742,295
11 (313) Engines and Engine-Driven
Generators
12 (314) Turbogenerator Units 106,912,693 693,478
13 (315) Accessory Electric Equipment 28,761,666 56,672
14 (316) Misc. Power Plant Equipment 8,899,885 178,108
15 TOTAL Steam Production Plant 401,660,948 1,837,865
(Enter Total of lines 8 thru 14)
16 B. Nuclear Production Plant
17 (320) Land and Land Rights
18 (321) Structures and Improvements
19 (322) Reactor Plant Equipment
20 (323) Turbogenerator Units
21 (324) Accessory Electric Equipment
22 (325) Misc. Power Plant Equipment
23 TOTAL Nuclear Production Plant
(Enter Total of lines 17 thru 22)
24 C. Hydraulic Production Plant
25 (330) Land and Land Rights
26 (331) Structures and Improvements
27 (332) Reservoirs, Dams, and Waterways
28 (333) Water Wheels, Turbines, and Generators
29 (334) Accessory Electric Equipment
30 (335) Misc. Power Plant Equipment
31 (336) Roads, Railroads, and Bridges
32 TOTAL Hydraulic Production Plant
(Enter Total of lines 25 thru 31)
33 D. Other Production Plant
34 (340) Land and Land Rights 7,433
35 (341) Structures and Improvements 331,320
36 (342) Fuel Holders, Products and Accessories 43,221
37 (343) Prime Movers 6,214,909 692,899
38 (344) Generators
39 (345) Accessory Electric Equipment 629,849
Page 204
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued)
years tentative account distributions of these amounts. Careful observance of
the above instructions and the texts of Account 101 and 106 will avoid serious
ommissions of the reported amount of the respondent's plant actually in service
at end of year.
6. Show in column (f) recalssifications or transfers within utility plant
accounts. Include also in column (f) the additions or reductions of primary
account classifications arising form distribution of amounts initially recorded
in Account 102. In showing the clearance of Account 102, include in column (e)
the amounts with respect to accumulated provision for depreciation, acquisition
adjustment , etc., and show in column (f) only the offset to the debits or
credits distributed in column (f) to primary account classifications.
7. For Account 399, state the nature and use of plant included in this account
and if substantial in amount submit a supplementary sheet showin subaccount
classification of such plant conforming to the requirements of these pages.
8. For each amount comprising the reported balance and changes in Account 102,
state the property purchased or sold, name of vendor or purchaser, and date the
transaction. If proposed journal entries have been filed with the Commission as
required by the Uniform System of Accounts, five also date of such filing.
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
1
21,968 (301) 2
(302) 3
1,391,955 (303) 4
1,413,923 5
6
7
(5,600) 7,135,959 (310) 8
60,190 50,938,025 (311) 9
343,693 199,512,834 (312) 10
(313) 11
370,799 107,235,372 (314) 12
7,761 28,810,577 (315) 13
42,074 9,035,919 (316) 14
824,517 (5,600) 402,668,696 15
16
(320) 17
(321) 18
(322) 19
(323) 20
(324) 21
(325) 22
23
24
(330) 25
(331) 26
(332) 27
(333) 28
(334) 29
(335) 30
(336) 31
32
33
7,433 (340) 34
143 331,177 (341) 35
867 42,354 (342) 36
2,365 6,905,443 (343) 37
(344) 38
629,849 (345) 39
Page 205
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) (CONTINUED)
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
40 (346) Misc. Power Plant Equipment 59,292
41 TOTAL Other Production Plant 7,286,024 692,899
(Enter Total of lines 34 thru 40)
42 TOTAL Production Plant (Enter 408,946,972 2,530,764
Total of lines 15, 23, 32, and 41)
43 3. TRANSMISSION PLANT
44 (350) Land and Land Rights 6,830,314 (10,057)
45 (352) Structures and Improvements 729,330
46 (353) Station Equipment 65,074,939 923,445
47 (354) Towers and Fixtures 526,121
48 (355) Poles and Fixtures 68,116,990 2,398,494
49 (356) Overhead Conductors and Devices 46,281,170 374,760
50 (357) Underground Conduit
51 (358) Underground Conductors
and Devices
52 (359) Roads and Trails
53 TOTAL Transmission Plant 187,558,864 3,686,642
(Enter Total of lines 44 thru 52)
54 4. DISTRIBUTION PLANT
55 (360) Land and Land Rights 665,071 28,727
56 (361) Structures and Improvements 31,248
57 (362) Station Equipment 36,490,133 2,084,728
58 (363) Storage Battery Equipment
59 (364) Poles, Towers, and Fixtures 70,078,943 5,259,525
60 (365) Overhead Conductors and Devices 39,441,009 2,369,064
61 (366) Underground Conduit 4,675,812 484,986
62 (367) Underground Conductors and Devices 7,613,114 879,603
63 (368) Line Transformers 57,354,648 3,165,352
64 (369) Services 18,311,980 1,401,458
65 (370) Meters 22,633,822 1,012,465
66 (371) Installations on Customers 9,187,287 1,229,231
67 (372) Leased Property on
Customer Premises 86,896
68 (373) Street Lighting and Signal System 9,085,230 364,684
69 TOTAL Distribution Plant 275,655,193 18,279,823
(Enter Total of lines 55 thru 68)
70 5. GENERAL PLANT
71 (389) Land and Land Rights 2,484,795
72 (390) Structures and Improvements 20,857,307 433,042
73 (391) Office Furniture and Equipment 8,922,911 1,956,789
74 (392) Transportation Equipment 15,868,857 1,306,798
75 (393) Stores Equipment 390,907 6,174
76 (394) Tools, Shop and Garage Equipment 2,414,385 165,217
77 (395) Laboratory Equipment 984,638 149,057
78 (396) Power Operated Equipment
79 (397) Communication Equipment 9,191,866 2,993,161
80 (398) Miscellaneous Equipment 234,621
81 SUBTOTAL (Enter Total of 61,350,287 7,010,238
lines 71 thru 80)
82 (399) Other Tangible Property
83 TOTAL General Plant 61,350,287 7,010,238
(Enter Total of lines 81 and 82)
84 TOTAL (Accounts 101 934,208,563 32,224,143
and 106)
85 (102) Electric Plant Purchased
86 (Less) (102) Electric Plant Sold
87 (103) Experimental Plant Unclassified
88 TOTAL Electric Plant in Service 934,208,563 32,224,143
Service
Page 206
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106)(Continued)
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
59,292 (346) 40
3,375 7,975,548 41
827,892 (5,600) 410,644,244 42
43
1,484 6,818,773 (350) 44
729,330 (352) 45
723,738 (3,098) 65,271,548 (353) 46
526,121 (354) 47
184,589 70,330,895 (355) 48
32,760 46,623,170 (356) 49
(357) 50
(358) 51
(359) 52
942,571 (3,098) 190,299,837 53
54
693,798 (360) 55
31,248 (361) 56
466,928 27,200 38,135,133 (362) 57
(363) 58
514,621 5,600 74,829,447 (364) 59
227,187 41,582,886 (365) 60
7,384 5,153,414 (366) 61
18,816 8,473,901 (367) 62
302,673 (299) 60,217,028 (368) 63
176,515 19,536,923 (369) 64
325,672 (28,023) 23,292,592 (370) 65
238,629 10,177,889 (371) 66
86,896 (372) 67
151,927 9,297,987 (373) 68
2,430,352 4,478 291,509,142 69
70
2,484,795 (389) 71
145,477 21,144,872 (390) 72
4,507 10,884,207 (391) 73
1,578,371 15,597,284 (392) 74
397,081 (393) 75
2,579,602 (394) 76
1,133,695 (395) 77
(396) 78
120,323 (287) 12,064,417 (397) 79
234,621 (398) 80
1,844,171 4,220 66,520,574 81
(399) 82
1,844,171 4,220 66,520,574 83
6,044,986 960,387,720 84
(102) 85
86
(103) 87
6,044,986 960,387,720 88
Page 207
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT LEASED TO OTHERS (Account 104)
1. Report below the information called for concerning electric plant leased to
others.
2. In column (c) give the date of Commission authorization of the lease of
electric plant to others.
<TABLE>
Name of Lessee Expiration
Line (Designate associated companies Description of Commission Date of Balance at
No. with an asterisk Property Leased Authorization Lease End of Year
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47 TOTAL 3,360,549
Page 213
</TABLE>
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
ELECTRIC PLANT HELD FOR FUTURE USE (Account 105)
1. Report separately held for future use at end of the year having an original
cost of $250,000 or more. Group other items of property held for future use.
2. For property having an original cost of $250,000 or more previously used in
utility operations, now held for future use, give in column (a), in addition to
other required information, the date that utility use of such property was
discontinued, and the date the original cost was transferred to Account 105.
Date Originally Date Expected Balance at
Line Description and Location Included in to be Used in End of
No. of Property This Account Utility Service Year
(a) (b) (c) (d)
1 Land and Rights:
2 Coal and lignite exploration
3 costs for joint project managed by
4 Central and South West Services, Inc.
5
6 Karnack/Woodlawn, Harrison and Past
7 Marion Counties, Texas 1980 2007 3,851
8
9
10 Walker County, Walker and Grimes Past
11 Counties, Texas 1980 2003 3,961,024
12
13
14
15
16
17
18
19
20 Other Property:
21
22 (1) SWEPCO Lignite #1 (Walker Co #1)
23 Walker County, Texas 1986 2003 1,002,027
24
25 (1) Coleto Creek Power Station Unit #2
26 Goliad County, Texas 1986 2007 9,729,112
27
28
29
30
31
32
33
34
35 (1) Joint construction projects with other CSW
36 System companies for which construction
37 activities have been delayed.
38
39
40
41
42
43
44
45
46
47 TOTAL 14,696,014
Page 214 Next Page is 216
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107)
1. Report below descriptions and balances at end of year of projects in process
of construction (107).
2. Show items relating to "research, development, and demonstration" project
last, under a caption Research, Development, and Demonstration (see Account 107
of the Uniform System of Accounts).
3. Minor projects (5% of the Balance End of the Year for Account 107 or
$100,000, whichever is less) may be grouped.
Construction Work
Line in Progress-Electric
No. Description of Project (Account 107)
(a) (b)
1 Install of Continuous Emmissions Monitoring Sys. Oklaunion 118,121
2 Replacement of 4 stages of turbine steam seals Unit 5 Oklaunion 101,654
3 Install two 69kv circuit breakers, motor operator
4 switch house and associated equipment 107,588
5 Install of 5-69kv &1 14.4kv circuit breakers 3 69kv bus pt's
6 and associated equipment 175,771
7 Install 18 water lances & relocate superheater sootblower 288,443
8 (BIP) Materials Management 188,619
9 (BIP) Work Management 1,042,737
10 (BIP) Compatible Units 244,570
11 (BIP) Human Resources Business Area Analysis 721,361
12 (BIP) Power Plant Maintenance 146,700
13 (BIP) Power Plant Performance Monitoring 258,704
14 5 new Energy Management System Computers 153,789
15 (BIP) Modify System Design 810,778
16 Install 2 345kv Structures on Trans. Line Mulberry to Red Creek 118,439
17 Mainframe work stations/Telecommunications and network equip. 129,359
18 Install two pulverizers tables Oklaunion 107,655
19 Replacement of Opoerations Vehicles in 1993 624,313
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40 Various work orders under $100,000 9,046,311
41
42 TOTAL 14,384,912
Page 216
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
CONSTRUCTION OVERHEADS-ELECTRIC
1. List in column (a) the kinds of overheads according to the titles used by
the respondent. Charges for outside professional service for engineering fees
and management or supervision fees capitalized should be shown as separate
items.
2. On page 218 furnish information concerning construction overheads.
3. A respondent should not report "none" to this page if no overhead apportion-
ments are made, but rather should explain on page 212 the accounting procedures
employed and the amounts of engineering, supervision, and administrative costs,
etc., which are directly charged to construction.
4. Enter on this page engineering, supervision, administrative, and allowance
for funds used during construction, etc., which are first assigned to a blanket
work order and then prorated to construction jobs.
Total Amount
Line Description of Overhead Charged
No. for the Year
(a) (b)
1 Engineering supervision 2,545,717
2 Construction reimbursment absences overhead 822,650
3 General engineering and administrative construction overheads 324,874
4 Miscellaneous construction expenditures 157,669
5 Retirement overheads 419,847
6 Maintenance work in progress overheads 57,394
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46 TOTAL 4,328,151
Page 217
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE
1. For each construction overhead explain; (a) the nature and extent of work,
etc., the overhead charges are intended to cover, (b) the general procedure for
determining the amount capitalized, (c) the method of distribution to
construction jobs, (d) whether different rates are applied to different types of
construction, (e) basis of differentiation in rates for different types of
construction, and (f) whether the overhead is directly or indirectly assigned.
2. Show below the computation of allowance for funds used during construction
rates, in accordance with the provisions of Electric Plant Instructions 3 (17)
of the U.S. of A.
3. Where a net-of-tax rate for borrowed funds is used, show the appropriate
tax effect adjustment to the computations below in a manner that clearly
indicates the amount of reduction in the gross rate for tax effects.
See Page 218-A,B
COMPUTATION OF ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION RATES
For Line 1(5), column (d) below, enter the rate granted in the last rate
proceeding. If such is not available, use the average rate earned during the
proceeding three years.
1. Components of Formula (Derived form actual book balances and actual cost
rates):
Line Capitalization Cost Rate
No. Title Amount Ratio (Percent) Percentage
(a) (b) (c) (d)
(1) Average Short-Term Debt S 14,250,000
(2) Short-Term Interest s 3.50
(3) Long-Term Debt D 209,961,728 42.19 d 10.59
(4) Preferred Stock P 20,700,000 4.16 p 7.37
(5) Common Equity C 267,002,534 53.65 c 12.00
(6) Total Capitalization 497,664,262 100.00
(7) Average Construction
Work in Progress
Balance Plus
Nuclear Fuel W 15,697,198
2. Gross Rate for Borrowed Funds
S D S
s (--)+ d (----) (1 - --)
W D+P+C W 3.59%
3. Rate for Other Funds
S P C
[1 - ___] [ p (---)+c (-----)] 0.62%
W D+P+C D+P+C
4. Weighted Average Rate Actually Used for the Year:
a. Rate for Borrowed Funds- 3.20 - 4.64 See Page 218-B, Note 3
b. Rate for Other Funds- 0.00 - 6.83
Page 218
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE
Page 218
(1) Construction Overheads:
Engineering Supervision - CWIP
(a) Planning preliminary surveys, field inspection and other supervisory work on
construction planned or undertaken through investment work orders, (b) the
general procedure for determining the amount capitalized is from monthly time
reports, (c) the overheads are cleared to work orders on a monthly basis based
on ratio of the overhead account to the Construction Work in Progress account,
(d) all the same, except for large projects where charges are made direct and in
this event, no general engineering supervision is allocated to the project, (e)
not applicable, (f) engineering and supervision includes only that portion not
directly charged to specific jobs.
Administrative and General - CWIP
Salaries -
(a) Administrative and general salaries including benefits of employees in
planning preliminary surveys, administrative work, etc., in connection with
construction planned or undertaken through investment work orders, (b) same as
above, (c) same as above, (d) all the same, (e) not applicable
Employee Benefits -
(a) Employee benefits applicable to salaries charged to A&G overhead, (b) a
percentage of benefits for current month is capitalized based on ratio of
payroll charged to Construction work in Progress to total payroll for the month,
(c) same as above, (d) all the same, (e) not applicable, (f) administrative and
general includes only that portion not directly charged to specific jobs.
Construction Reimbursement Absenses Overhead - CWIP
(a) Time away from work which is paid by the company. These include: injury,
illness, extended illness, jury duty, holiday, personal, vacation, (b) the
amount capitalized is a ratio of construction labor to total labor times the
compensated absence amount, (c) overheads are distributed on a ratio of the
overhead account to the prior months labor charges, (d) all are the same, (e)
not applicable, (f) related to construction projects.
Miscellaneous Construction Expenditure - CWIP
(a) The cost of small tools and miscellaneous supplies which are used
exclusively for construction, (b) actual expenses for tools and supplies used
for construction, (c) same as above, (d) all the same except for large projects
where tools are charged directly to the project, (e) not applicable, (f)
includes only those tools not directly charged to a specific job.
Retirement Work in Progress Overheads - RWIP
(a) Planning preliminary surveys, field inspection and other supervisory work on
retirements planned or undertaken through retirement work orders, (b) the
general procedure for determining the amount charged is from monthly time
reports, (c) the overheads are cleared to work orders based on ratio of the
overhead account to the labor charged to the Retirement Work in Progress
accounts, (d) not applicable where charges are made direct and in this event no
retirement overheads are allocated to the project, (e) not applicable, (f)
includes only that portion not directly charged to specific jobs.
218-A
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
Maintenance Work in Progress Overheads - MWIP
(a) Planning preliminary surveys, field inspection and other supervisory work on
maintenance planned or undertaken through maintenance work orders, (b) the
general procedure for determining the amount charged is from monthly time
reports, (c) the overheads are cleared to work orders on a monthly basis based
on a ratio of the overhead account to the labor charged to the Maintenance Work
in Progress account, (d) not applicable, (e) not applicable, (f) includes only
that portion not directly charged to specific jobs.
(2) Allowance for Funds used During Construction -
(a) The allowance base includes all projects, except for all segmented project
construction, costing $5,000 or more that are under construction 30 days or
more, (b) the allowance is computed by the Company by applying a rate to the
average balances in these construction accounts. The annual rate used in
computing the allowance for funds so capitalized ranged from 3.20% to 11.21%
during the period, (c) the computation period is from the time the first $500 is
spent until the project is placed in or ready for service, (d) the allowance
rate is based upon the net composite interest charges on borrowed funds and a
return on other capital used to finance construction.
(3) Rate for Allowance for Funds used During Construction -
Based upon a letter dated Nov. 27, 1985 from Mr. Russell E. Faudree, Jr., Chief
Accountant of the Federal Energy Regulatory Commission, the Company calculated
AFUDC rates monthly using the cost levels and balances for the long-term debt
and the equity capital components at the end of the prior month and the short-
term debt cost levels and balances and construction work in progress balance for
the current month.
218-B
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108)
1. Explain in a footnote any important adjustments during year.
2. Explain in a footnote any difference between the amount for book cost of
plant retired, line 11, column (c), and that reported for electric plant in
service, pages 204-207, column (d) excluding retirements of non-depreciable
property.
3. The provisions of Account 108 in the Uniform System of Accounts require that
retirements of depreciable plant be recorded when such plant is removed from
service. If the respondent has a significant amount of plant retired at year end
which has not been recorded and/or classified to the various reserve functional
classifications, make preliminary closing entries to tentatively functionalize
the book costs of the plant retired. In addition, include all costs included in
retirement work in progress at year end in the appropriate functional
classifications.
4. Show separately interest credits under a sinking fund or similar method of
depreciation accounting.
<TABLE>
Section A. Balances and Changes During Year
Line Item Total Electric Plant in Electric Plant Held Electric Plant
No. (c+d+e) Service for Future Use Leased to Others
(a) (b) (c) (d) (e)
<C><S> <C> <C> <C>
1 Balance Beginning of Year 312,760,131 312,760,131
2 Depreciation Provisions for Year,
Charged to
3 (403) Depreciation Expense 29,205,265 29,205,265
4 (413) Exp. of Elec.
Plt. Leas. to Others
5 Transportation Expenses-Clearing 1,358,810 1,358,810
6 Other Clearing Accounts
7 Other Accounts (Specify):
8
9 TOTAL Deprec. Prov. for Year (Enter
Total of lines 3 thru 8) 30,872,427 30,872,427
10 Net Charges for Plant Retired:
11 Book Cost of Plant Retired 6,044,986 6,044,986
12 Cost of Removal 1,939,954 1,939,954
13 Salvage (Credit) 1,116,723 1,116,723
14 TOTAL Net Chrgs. for Plant Ret.
(Enter Total of lines 11 thru 13) 6,868,217 6,868,217
15 Other Credit Items (Describe):
(Describe):
16 Other Debits & Transfers
17 Balance End of Year (Enter Total of
lines 1, 9, 14, 15, and 16) 336,764,341 336,764,341
Section B. Balances at End of Year According to Functional Classifications
18 Steam Production 141,385,629 141,385,629
19 Nuclear Production
20 Hydraulic Production-Conventional
21 Hydraulic Production-Pumped
Storage
22 Other Production 6,784,393 6,784,393
23 Transmission 68,538,232 65,538,232
24 Distribution 88,836,819 88,836,819
25 General 31,219,268 31,219,268
26 TOTAL (Enter Total of lines 18
thru 25) 336,764,341 336,764,341
</TABLE>
Page 219
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
INVESTMENT IN SUBSIDIARY COMPANIES (Account 123.1)
1. Report below investments in Account 123.1, investments in Subsidiary
Companies.
2. Provide a subheading for each company and list thereunder the information
called for below. Sub-total by company and give a total in column (e), (f), (g)
and (h).
(a) Investment in Securities - List and describe each security owned. For bonds
give also principal amount, date of issue, maturity and interest rate.
(b) Investment Advances - Report separately the amounts of loans or investment
advances which are subject to repayment, but which are not subject to current
settlement. With respect to each advance show whether the advance is a note or
open account. List each note giving date of Issuance, maturity date, and
specifying whether note is a renewal.
3. Report separately the equity in undistributed subsidiary earnings since
acquisition. The total in column (e) should equal the amount entered for Account
418.1.
Amount of
Line Description of Investment Date Date of Investment at
No. Acquired Maturity Beginning of Year
(a) (b) (c) (d)
1 None
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42 TOTAL Cost of Account 123.1: TOTAL
Page 224
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993
1. For Account 154, report the amount of plant materials and operating supplies
under the primary functional classifications as indicated in column (a);
estimates of amounts by function are acceptable. In column (d), designate the
department or departments which use the class of material.
2. Give an explanation of important inventory adjustments during the year (on a
supplemental page) showing general classes of material and supplies and the
various accounts (operating expenses, clearing accounts, plant, etc.) affected -
debited or credited. Show separately debit or credits to stores expense-
clearing, if applicable.
Balance Department or
Line Account Beginning of Balance Departments
No. Year End of Year Which Use Material
(a) (b) (c) (d)
1 Fuel Stock (Account 151) 14,574,424 14,567,354 ELECTRIC
2 Fuel Stock Expenses 80,477 93,407 ELECTRIC
Undistributed (Account 152)
3 Residuals and Extracted Products
(Account 153)
4 Plant Materials and Operating
Supplies (Account 154)
5 Assigned to-Construction(Estimated)
6 Assigned to-Operations and
Maintenance
7 Production Plant 6,788,749 7,196,352 ELECTRIC
8 Transmission Plant 641,624 550,274 ELECTRIC
9 Distribution Plant 1,637,572 1,854,661 ELECTRIC
10 Assigned to-Other 1,964,345 2,457,086 ELECTRIC
11 TOTAL Account 154 11,032,290 12,058,373
(Enter Total of lines 5 thru 10)
12 Merchandise (Account 155) 1,653,365 1,657,357 MERCHANDISE
13 Other Materials and Supplies
(Account 156)
14 Nuclear Materials Held for Sale
(Account157)(Not applicable to Gas
Utilities)
15 Stores Expense Undistributed 392,057 735,645 MDSE & ELEC
(Account 163)
16
17
18
19
20 TOTAL Materials and Supplies 27,732,613 29,112,136
(per Balance Sheet)
Page 227
<PAGE> 1
TRANSOK, INC.
COST OF SERVICE STUDY
1993: 12 MONTHS ACTUAL
COST SUMMARY
<TABLE>
<CAPTION>
LINE TOTAL TOTAL GENERAL SYS PSO OTHER GENERAL SYS OTHER
NO. DESCRIPTION AMOUNT TRANSP TRANSMISSION TRANSMISSION TRANSMISSION GATHERING GATHERING
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1 TOK OPER & MAINT $22,672,944 $20,078,649 $8,138,173 $0 $1,520,394 $9,164,758 $22,799
2 TAC OPER & MAINT $97,860,785 $18,852,536 $0 $0 $5,267,834 $0 $13,584,702
3 TOTAL OPER & MAINT $120,533,729 $38,931,185 $8,138,173 $0 $6,788,288 $9,164,758 $13,607,501
4 TOK DEPRECIATION $9,821,258 $9,278,308 $3,131,828 $161,173 $2,534,521 $2,658,159 $562,669
5 TAC DEPRECIATION $12,761,598 $9,256,684 $11,008 $0 $1,493,644 $12,431 $7,737,983
6 TOTAL DEPRECIATION $22,582,856 $18,534,992 $3,142,836 $161,173 $4,028,166 $2,670,591 $8,300,651
7 TOK OTHER TAXES $3,408,566 $3,394,267 $2,468,227 $24,090 $816,262 $42,942 $37,171
8 TAC OTHER TAXES $2,902,711 $2,655,151 $0 $0 $1,499,567 $0 $1,192,755
9 TOTAL OTHER TAXES $6,311,277 $6,049,418 $2,468,227 $24,090 $2,315,829 $42,942 $1,192,755
10 TOK RETURN $14,071,428 $13,455,359 $3,372,141 $406,098 $6,950,356 $1,796,701 $592,793
11 TAC RETURN $22,984,092 $21,553,600 $7,975 $0 $4,799,988 $9,006 $16,735,460
12 TOTAL RETURN $37,055,520 $35,008,960 $3,380,116 $406,098 $11,750,344 $1,805,707 $17,328,253
13 TOK INCOME TAXES $8,333,037 $7,968,204 $1,996,967 $240,489 $4,115,970 $1,063,998 $351,049
14 TAC INCOME TAXES $5,567,331 $5,220,829 $1,932 $0 $1,162,679 $2,181 $4,053,753
15 TOTAL INCOME TAXES $13,900,368 $13,189,033 $1,998,898 $240,489 $5,278,649 $1,066,180 $4,404,803
16 TOK TOTAL COSTS $58,307,233 $54,174,787 $19,107,335 $831,850 $15,937,503 $14,726,559 $1,566,481
17 TAC TOTAL COSTS $142,076,517 $57,538,801 $20,915 $0 $14,223,713 $23,619 $43,267,482
18 TOTAL COSTS $200,383,750 $111,713,587 $19,128,250 $831,850 $30,161,216 $14,750,178 $44,833,963
</TABLE>
<PAGE> 2
TRANSOK, INC.
COST OF SERVICE STUDY
1993: 12 MONTHS ACTUAL
COST SUMMARY
<TABLE>
<CAPTION>
LINE PSO TOTAL
NO. DESCRIPTION STORAGE PROCESSING SALES AGENCY TRANSP PSO
<C> <S> <C> <C> <C> <C> <C> <C>
1 TOK OPER & MAINT $1,232,525 $0 $0 $2,594,295 $13,716,237 $16,310,532
2 TAC OPER & MAINT $0 $78,084,494 $923,755 $0 $0 $0
3 TOTAL OPER & MAINT $1,232,525 $78,084,494 $923,755 $2,594,295 $13,716,237 $16,310,532
4 TOK DEPRECIATION $229,958 $408,434 $48,308 $86,208 $4,615,932 $4,702,140
5 TAC DEPRECIATION 1,617 $3,498,510 $2,300 $4,104 $18,542 $22,646
6 TOTAL DEPRECIATION $231,575 $3,906,944 $50,608 $90,312 $4,634,474 $4,724,786
7 TOK OTHER TAXES $5,575 $0 $0 $14,299 $1,886,481 $1,900,780
8 TAC OTHER TAXES $0 $243,148 $4,412 $0 $0 $0
9 TOTAL OTHER TAXES $5,575 $243,148 $4,412 $14,299 $1,886,481 $1,900,780
10 TOK RETURN $337,271 $203,731 $20,548 $391,789 $4,480,621 $4,872,410
11 TAC RETURN $1,172 $1,468,387 ($40,869) $2,973 $13,433 $16,406
12 TOTAL RETURN $338,442 $1,672,118 ($20,320) $394,762 $4,494,054 $4,888,816
13 TOK INCOME TAXES $199,730 $120,648 $12,1690 $232,016 $2,653,404 $2,885,420
14 TAC INCOME TAXES $284 $355,681 ($9,899 $720 $3,254 $3,974
15 TOTAL INCOME TAXES $200,014 $476,329 $2,269 $232,736 $2,656,658 $2,889,394
16 TOK TOTAL COSTS $2,005,059 $732,813 $81,025 $3,318,607 $27,352,675 $30,671,282
17 TAC TOTAL COSTS $3,072 $83,650,220 $879,699 $7,797 $35,229 $43,026
18 TOTAL COSTS $2,008,131 $84,383,034 $960,724 $3,326,405 $27,387,903 $30,714,308
</TABLE>
