<PAGE> 1
File No. 70-8557
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
CENTRAL AND SOUTH WEST CORPORATION SOUTHWESTERN ELECTRIC POWER COMPANY
1616 Woodall Rodgers Freeway 428 Travis Street
Dallas, Texas 75202 Shreveport, Louisiana 71156-0001
CENTRAL POWER AND LIGHT COMPANY WEST TEXAS UTILITIES COMPANY
539 North Carancahua Street 301 Cypress Street
Corpus Christi, Texas 78401-2802 Abilene, Texas 79601-5820
PUBLIC SERVICE COMPANY OF OKLAHOMA TRANSOK, INC.
212 East Sixth Street 2 West Sixth Street
Tulsa, Oklahoma 74119-1212 Tulsa, Oklahoma 74119
CENTRAL AND SOUTH WEST SERVICES, INC.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(Names of companies filing this statement and addresses
of principal executive offices)
__________________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
_________________________________
Stephen J. McDonnell, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
<PAGE> 2
Central and South West Corporation ("CSW"), a Delaware
Corporation and a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), and its subsidiary
companies Central Power and Light Company ("CPL"), Public Service Company
of Oklahoma ("PSO"), Southwestern Electric Power Company ("SWEPCO"), West
Texas Utilities Company ("WTU"), Transok, Inc. ("TOK") and Central and
South West Services, Inc. ("CSWS"), each referred to as a "Subsidiary"
and collectively referred to as the "Subsidiaries", hereby files this
Amendment No. 2 to the Form U-1 Application-Declaration in File No.
70-8557 to amend and restate Item 1 in its entirety and file Exhibits 5
and 6 thereto. In all other respects the Application-Declaration as
previously filed and as heretofore amended will remain the same.
Item 1 is hereby amended to replace the thirteenth paragraph of
the Form U-1 beginning with "Neither CSW nor any of the Subsidiaries..."
with the following paragraph:
"Neither CSW nor any subsidiary thereof has a direct or indirect
ownership interest in an "exempt wholesale generator" ("EWG") or "foreign
utility company" ("FUCO") as defined in Sections 32 and 33 of the Act and
none of the borrowings will be used by CSW or any subsidiary thereof for
the direct or indirect acquisition of an interest in an EWG or FUCO.
Further, neither CSW nor any subsidiary thereof, now or as a consequence
of the transactions proposed herein, is or will be a party to, or has or
will have any rights under a service, sales or construction agreement with
an EWG or a FUCO."
<PAGE> 3
Item 1. Description of Proposed Transaction.
Item 1 is hereby restated in its entirety to read as follows:
Central and South West Corporation ("CSW"), a Delaware
Corporation and a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), and its subsidiary
companies Central Power and Light Company ("CPL"), Public Service Company
of Oklahoma ("PSO"), Southwestern Electric Power Company ("SWEPCO"), West
Texas Utilities Company ("WTU"), Transok, Inc. ("TOK") and Central and
South West Services, Inc. ("CSWS"), each referred to as a "Subsidiary" and
collectively referred to as the "Subsidiaries", are seeking authorization
through March 31, 1997, to continue the short-term borrowing program and
the CSW System money pool as authorized in File No. 70-8157 and preceding
files. The Subsidiaries together with CSW are referred to herein
collectively as the "Applicants".
Borrowing Limits
Proposed Borrowing Limits. The Applicants request authorization
to incur short-term borrowings in an aggregate principal amount
outstanding at any one time not to exceed the following amounts, with the
aggregate amount for all of the Applicants together not to exceed the
limitation for CSW:
CSW $1,200,000,000
CPL $ 300,000,000
PSO $ 125,000,000
SWEPCO $ 150,000,000
WTU $ 65,000,000
CSWS $ 110,000,000
TOK $ 200,000,000
Applicants undertake not to borrow pursuant to the authority
requested hereby in excess of those levels permitted from time to time by
the borrowing company's Articles or Certificate of Incorporation. The
<PAGE> 4
proposed maximum borrowing level for each Applicant is the same as is
currently authorized by the Securities and Exchange Commission (the
"Commission"), except for CSW, PSO and WTU. See the orders under file
no. 70-8157 dated June 15, 1994 (HCAR No. 26066), authorizing CSWS to
borrow up to $110 million and retaining jurisdiction over the release of
$40 million of additional borrowing authority; the order dated March 18,
1994 (HCAR No. 26007), authorizing CSW to borrow up to $950 million, CPL
to borrow up to $300 million and CSWS to borrow up to $150 million, with
jurisdiction reserved over all of CSWS' proposed increase and $20 million
of CSW's proposed increase; the order dated September 28, 1993 (HCAR No.
25897), authorizing TOK to borrow up to $200 million; and the order dated
March 31, 1993 (HCAR No. 25777), reauthorizing the CSW System's money pool
authority through March 31, 1995.
Requested Increase in CSW Borrowing Level. CSW proposes to
increase its authorization from $930 million to $1.2 billion for the
following purposes: (1) to fund increased investment in CSW Energy, Inc.
("CSWE") as authorized by the Commission by orders dated September 28,
1990, November 22, 1991 and December 31, 1992 (HCAR Nos. 25162, 25414 and
25728, respectively; 70-7758) and orders relating to specific projects
authorized thereunder; (2) to fund investments in CSW Communications, Inc.
as authorized by the Commission by order dated June 3, 1994 (HCAR No.
26061; 70- 8199) which authorizes CSW to provide up to $25 million in
loans and capital contributions; (3) to fund investments in CSW
International, Inc. ("CSWI") as authorized by the Commission by order
dated November 3, 1994 (HCAR No. 26156; 70-8423) which authorizes CSW to
finance activities of CSWI and its subsidiaries in the form of capital
contributions, loans or open account advances and/or issue guarantees in
<PAGE> 5
the form of letters of credit, bid bonds or other credit support up to an
aggregate principal amount of $400 million to secure certain obligations
in connection with permitted activities incurred by CSWI and its
subsidiaries; (4) to ensure that CSW has sufficient borrowing capacity to
obtain external borrowings in order to loan funds through the CSW System
money pool (the "Money Pool") (as described hereafter) to the Subsidiaries
when required; and (5) to fund short-term borrowing requirements of CSW
that arise out of working capital needs, including timing differences on
the payment of dividends to shareholders and receipt of dividends from the
operating companies in the CSW system. CSW does not currently anticipate
providing $400 million to CSWI through short-term borrowings; however,
certain levels of short-term borrowings will be incurred by CSW on behalf
of CSWI until external financing can be obtained. To date, proceeds of
CSW's outstanding short-term borrowings have also been utilized to fund
equity investments in TOK and CSWE of $150 million and $46 million,
respectively, and loans to various CSWE projects totaling $214 million.
Requested Increase in PSO Borrowing Level. PSO proposes to
increase its authorization from $100 million to $125 million to provide
interim financing for additional capital expenditures and other temporary
working capital needs.
Requested Increase in WTU Borrowing Level. WTU proposes to
increase its authorization from $50 million to $65 million to provide
interim financing for additional capital expenditures and other temporary
working capital needs.
CSWS Borrowing Level. By order dated November 30, 1994 (HCAR No.
26178; 70-8459), CSWS was authorized to borrow up to $60 million from one
or more commercial banks for the purpose of permanently refinancing
certain assets (the "Assets"), including the CSW headquarters building in
<PAGE> 6
Dallas, Texas. On December 22, 1994, CSWS borrowed $60 million pursuant
to a credit agreement with First Interstate Bank of Texas, N.A., as agent,
to refinance the Assets by paying down Money Pool borrowings which
previously financed the Assets. In File No. 70-8459, CSWS undertook to
"address the appropriate level for its Money Pool borrowing authority to
the extent that proceeds received from the bank financing... have been
applied to reduce CSWS's outstanding Money Pool borrowings." At December
31, 1994, after the application of the proceeds from the aforementioned
credit agreement to pay down Money Pool borrowings, CSWS' Money Pool
borrowings were approximately $63,103,000. CSWS has considered its
current level of Money Pool borrowings and reviewed its future short-term
borrowing needs and hereby requests that its authorized borrowing limit
remain at $110 million and withdraws its previous request for $40 million
of additional borrowing authority. CSWS had previously requested that its
authorized borrowing level hereunder be established at $150 million in
File No. 70-8157. The Commission had reserved jurisdiction over $40
million of the proposed increase. See the order dated June 15, 1994
(HCAR No. 26066; 70-8157).
CSWS requests that the limit be set at $110 million to permit
increased short-term borrowing resulting from the recent restructuring of
CSW's business and centralization of certain service and management
functions in CSWS (the "Restructuring"). For additional information
relating to the Restructuring, reference is made to the Form U-1
Declaration dated November 3, 1994, in File No. 70-8517. In general, the
Restructuring is designed to consolidate and centralize in CSWS certain
functions heretofore separately performed by CPL, PSO, SWEPCO and WTU (the
"Electric Operating Companies"). In part, the Restructuring shifts
<PAGE> 7
certain management functions relating to the operation of power plants,
certain engineering activities and certain administrative and support
functions from the Electric Operating Companies to CSWS, thereby reducing
costs and freeing the Electric Operating Companies to focus on customer
service, marketing and economic development. Because the Restructuring
consolidates and centralizes certain functions in CSWS, short-term
borrowing by CSWS is periodically increased until such time as CSWS'
billings to the Electric Operating Companies are paid.
Operating Company Charter Restrictions. The charters of each of
the Electric Operating Companies generally prohibit the issuance or
assumption, without the affirmative vote by the holders of a majority of
their preferred stock, of any unsecured debt obligations, if after such
issuance or assumption (i) the principal amount of unsecured debt would
exceed 20% of the aggregate of the principal amount of secured
indebtedness and total capital stock and surplus or (ii) the principal
amount of unsecured debt maturing in less than 10 years would exceed 10%
of such aggregate. Each charter further provides that an unsecured
borrowing which had a maturity of more than 10 years at the date of
issuance is not considered an unsecured obligation maturing in less than
10 years until the principal thereof is due within three years. There are
no comparable limits with respect to TOK, CSWS or CSW.
Use of Proceeds
Proceeds of any short-term borrowings will be used (i) for the
interim financing of the Subsidiaries' capital expenditure programs during
the period and/or to provide for other working capital needs; (ii) in the
case of borrowings by CSW, to loan or contribute as capital to the
Subsidiaries for such purposes (subject, in the case of any capital
<PAGE> 8
contribution, to separate authorization by the Commission), to contribute
as capital to other subsidiaries as authorized separately by the
Commission, or for the purposes discussed previously in the section
entitled "Borrowing Limits"; and (iii) to repay previous borrowings
incurred for such purposes.
The estimated capital expenditures for the years 1995-1996 are as
follows:
1995 1996 Total
---- ---- -----
(Millions)
CPL . . . . . . . . . . . . . . . . $108.4 131.0 239.4
PSO . . . . . . . . . . . . . . . . 96.0 96.0 192.0
SWEPCO. . . . . . . . . . . . . . . 90.5 90.0 180.5
WTU . . . . . . . . . . . . . . . . 36.0 48.4 84.4
CSWS. . . . . . . . . . . . . . . . 7.5 5.0 12.5
TOK . . . . . . . . . . . . . . . . 54.9 60.0 114.90
------ ------ ------
$393.3 $430.4 $823.7
====== ====== ======
Such estimates are subject to change due to numerous factors,
including the rate of load growth, escalation of construction costs,
changes in nuclear and environmental regulation, delays from regulatory
hearings, the adequacy of rate relief and the availability of necessary
external capital.
Neither CSW nor any subsidiary thereof has a direct or indirect
ownership interest in an "exempt wholesale generator" ("EWG") or "foreign
utility company" ("FUCO") as defined in Sections 32 and 33 of the Act and
none of the borrowings will be used by CSW or any subsidiary thereof for
the direct or indirect acquisition of an interest in an EWG or FUCO.
Further, neither CSW nor any subsidiary thereof, now or as a consequence
of the transactions proposed herein, is or will be a party to, or has or
will have any rights under a service, sales or construction agreement with
an EWG or a FUCO.
<PAGE> 9
Money Pool
By Order dated December 30, 1976 (HCAR No. 19829; 70-5930) and in
subsequent orders, the Commission authorized CSW to establish and utilize
a system money pool (the "Money Pool") to coordinate and provide for the
short-term cash requirements of the Applicants. Short-term funds are
available through the Money Pool from the following sources for use by the
Applicants from time to time:
(1) Surplus funds in the treasuries of CPL, PSO, SWEPCO, WTU and
TOK (the "Operating Companies").
(2) Surplus funds in the treasury of CSW.
(3) External borrowings by CSW from the sale of commercial paper
and/or bank borrowings.
Funds to be loaned to the borrowing Subsidiaries are obtained
only from these fund sources in the order of priority stated above. In
other words, if any of the Operating Companies has surplus funds available
(subject to exceptions described below), these will be used to satisfy
borrowing needs of other Subsidiaries before funds of CSW are used, and
external borrowings by CSW would not be made unless there were not surplus
funds in the treasuries of the Subsidiaries or CSW sufficient to meet
borrowing needs. To be filed by amendment as Exhibit 9 are summary
projections of sources and applications of funds for each Applicant for
the period from January 1, 1995 through March 31, 1997. These projections
indicate the anticipated quarter-end borrowing levels and surplus funds
available to the Money Pool over the period. The differences between the
authorized borrowing levels requested and the projected quarter-end
borrowing levels are due to the inclusion of a safety margin required
because of the inherent nature of projections and such factors as possible
timing differences in the sale of long-term securities which will be used
<PAGE> 10
to refund short-term debt, fluctuations in fuel expenses, daily
fluctuations of short-term cash requirements and resulting borrowing
levels, changes in weather which affects income, escalation and timing of
construction expenditures and other similar unpredictable events.
When more than one Subsidiary is borrowing, each borrowing
Subsidiary will borrow pro rata from each fund source in the same
proportion that the amount of funds provided by that fund source bears to
the total amount of short-term funds available to the Money Pool. For
example, if 40% of the total amount of short-term funds available to the
Money Pool is provided from surplus funds in the treasuries of the
Operating Companies, 10% provided by surplus funds in the CSW treasury and
50% provided by external commercial paper borrowings, then each borrowing
Subsidiary would have received 40% of its required short-term funds from
surplus funds in the treasuries of the Operating Companies, 10% from
surplus funds in the CSW treasury and 50% from external commercial paper
borrowings. No loan will be made by CSW or a Subsidiary if the borrowing
Subsidiary could borrow more cheaply directly from banks or through the
sale of its own commercial paper (the latter subject to any necessary
authorization by the Commission). The determination of whether a
Subsidiary or CSW has at any time surplus funds to lend will be made by
its treasurer or by its designee on the basis of cash flow projections.
No Subsidiary may make a loan to CSW.
Any loan to one of the Subsidiaries shall be authorized by its
treasurer or by its designee. Operation of the Money Pool, including
record keeping and coordination of loans, is handled by CSWS under the
authority of the treasurer of CSW and/or CSWS.
<PAGE> 11
The interest rate applicable on any day to the then outstanding
loans through the money pool will be the composite weighted average daily
effective cost incurred by CSW for short-term borrowings from external
sources. If there are no borrowings outstanding then the rate would be
the CD yield equivalent of the 30-day Federal Reserve "AA" Industrial
Commercial Paper Composite Rate (the "Composite"), or if no Composite is
established for that day, then the applicable rate will be the Composite
for the next preceding day for which the Composite is established.
Commercial Paper Borrowings
CSW in recent years has met its short-term borrowing needs and
those of the Subsidiaries through the sale of commercial paper through
commercial paper dealers (the "Dealers"). CSW requests authority to issue
and sell commercial paper during the period to one or more Dealers subject
to the limitations on aggregate outstanding principal amount stated above.
There is no affiliation between CSW or any of its subsidiaries and any
Dealer or any of its affiliates. The proceeds from the sale of commercial
paper will be added to CSW's treasury funds and loaned by CSW through the
Money Pool from time to time to, or invested in, the Subsidiaries in the
manner herein described.
The commercial paper which CSW proposes to issue to Dealers will
be in the form of either physical or book-entry unsecured promissory notes
(in the forms or substantially in the forms filed herewith as Exhibit 1),
in varying denominations of not less than $25,000 each, varying maturities
of not more than 270 days from date of issue and will be issued and sold
by CSW from time to time through March 31, 1997. Such notes will be
issued and sold by CSW directly to Dealers at a rate not to exceed the
rate per annum prevailing at the time of issuance for commercial paper of
<PAGE> 12
comparable quality and maturity sold by issuers thereof to commercial
paper dealers. No commission or fee will be payable in connection with
the issuance and sale of the commercial paper. The purchasing Dealer,
however, will reoffer such notes at a rate less than the rate to the
issuer and, as principal, will reoffer such notes in such a manner as not
to constitute a public offering under the Securities Act of 1933.
CSW's commercial paper notes sold to Dealers are expected to be
held by customers to maturity, except that if customers wish to sell such
notes prior thereto, the Dealers generally will repurchase such notes and
reoffer them to other customers.
CSW also requests authorization to sell commercial paper directly
to certain financial institutions. Sales of commercial paper directly to
such institutions will be undertaken only if the resulting cost of money
is equal to or less than that available from dealer-placed commercial
paper or bank borrowings. Terms for directly-placed notes would be
similar to those of dealer-placed notes.
Bank Borrowings
CSW believes that the issuance of commercial paper would in most
periods result in effective interest costs lower than the interest costs
of borrowing from commercial banks. In the event, however, that
borrowings from banks would produce a lower cost of money than the
issuance of CSW's commercial paper, and to the extent that CSW's corporate
funds and Operating Company loans of excess funds through the Money Pool
were inadequate to fulfill the Subsidiaries' requests for short-term
loans, CSW or the Subsidiaries would propose and hereby request authority
to borrow from banks, from time to time prior to March 31, 1997, subject
to the limitations on aggregate principal amount stated above. CSW and
<PAGE> 13
the Operating Companies currently have lines of credit aggregating
$930,000,000 with a group of banks. Such banks and the current maximum
principal amounts of their respective lines of credit are filed herewith
as Exhibit 2. CSW may, from time to time, negotiate increases or
decreases to existing lines of credit or arrange new lines of credit in
order to minimize the cost of maintaining these lines by matching the
aggregate amount of credit lines available to the Applicants' anticipated
short-term borrowing needs. In no event will the aggregate amount of
credit lines maintained exceed the Applicants' total borrowing authority.
Borrowings from banks would be evidenced by promissory notes
(substantially in the form filed herewith as Exhibit 3). Each of such
notes would be for the principal amount to be borrowed at the time from
the lending bank and be payable to the order of such bank, would be
borrowed on a date no later than March 31, 1997, and would bear interest
at a rate no higher than the effective cost of money for unsecured prime
commercial bank loans prevailing on the date of such borrowing. The notes
would be subject to prepayment at the option of borrower, or under certain
circumstances with the consent of the lending bank, in whole at any time
or in part from time to time, without premium or penalty.
Compensation arrangements under the lines of credit maintained by
CSW and the Operating Companies are on a balance or fee basis. In
general, fees range from 1/10 to 1/5 of 1% per annum on the average unused
portion of the commitment and balance arrangements require average
balances of 3% of the amount of the commitment.
The cost of compensating balances and fees paid to banks to
maintain credit lines will be initially allocated to the Operating
Companies (including CSW when it borrows for its own corporate needs) on
the basis of relative maximum non-coincidental outstanding short-term
<PAGE> 14
borrowings for the prior calendar year, and such costs will be
retroactively reallocated at the end of each calendar year on the basis of
that year's actual relative maximum non-coincidental outstanding short-
term borrowings of each Operating Company (including CSW when it borrows
for its own corporate needs). Thus, each company will be reallocated that
proportion of the total cost of maintaining lines of credit which is equal
to the percentage which its maximum short-term borrowings during the year
represents of the aggregate of the maximum short-term borrowings, on a
non-coincidental basis, of all the Operating Companies and CSW.
Additionally, the Applicants request authorization to borrow
funds managed by the trust departments of banks if such borrowings result
in a cost of money equal to or less than that available from the sale of
commercial paper or other bank borrowings. Each such borrowing would be
evidenced by notes payable on demand.
Maturities
Subject to the limitations set forth above, commercial paper and
bank borrowings will be tailored to mature at such time as excess funds
from CSW or any Operating Company were expected to become available for
loans through the Money Pool. Upon the availability of any such funds,
external borrowings would be retired and loans refinanced to the extent
such funds became available.
Form of Loans to Subsidiaries
Loans to the Subsidiaries through the Money Pool will be made
pursuant to open account advances, although any lender would at all times
be entitled to receive upon demand a promissory note evidencing the
transaction. Any such note would, in the case of loans from CSW, be
substantially in the form filed herewith as Exhibit 4, dated as of the
<PAGE> 15
date of the initial borrowing, maturing on a date agreed to by the parties
to the transaction, but in no event later than March 31, 1997, and
prepayable in whole at any time or in part from time to time, without
premium or penalty. In the case of loans by an Operating Company, the
promissory note, if any, would be substantially in the form of the note
described above, except that its maturity date would in no event be later
than the earlier of (i) the date the borrower could be expected to obtain
funds with which to pay the note or (ii) the date the lender would require
the excess funds for its own use. At maturity of a note, either the same
or another Operating Company with excess funds would make the loan through
the Money Pool or CSW would make the loan itself from available corporate
funds or proceeds of its borrowings as contemplated in this Application-
Declaration.
The note to be used for both loans from CSW and loans by an
operating company is a promissory demand note which will bear interest as
follows. The outstanding principal amount of the note shall bear
interest, calculated daily, at a rate equal to CSW's weighted daily
average effective cost for all short-term borrowings from external sources
outstanding on that date or if there are no borrowings from external
sources outstanding on that date, then at the rate equal to the CD yield
equivalent of the 30-day Federal Reserve "AA" Industrial Commercial Paper
Composite (or if no composite rate is established by the Federal Reserve
for that day, then the CD yield equivalent of the composite provided for
the next preceding day for which a composite is established). Interest
will be calculated on the daily outstanding principal amount as indicated
on a grid on the reverse side of the note. Open account advances that are
not evidenced by a note will be made on the same terms as the notes
specified above.
<PAGE> 16
Reporting
CSW, on behalf of the Applicants, will report quarterly to the
Commission pursuant to Rule 24 under the Act within 30 days after the end
of each calendar quarter (i) each Applicant's maximum principal amount of
short-term borrowings outstanding and the Commission's limit on such
borrowings, (ii) the weighted average interest rate for borrowings through
the Money Pool over the period and (iii) the maximum amount of CSW's
short-term borrowings on behalf of itself and the Subsidiaries during the
period and the Commission limit on such borrowings.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibits:
Exhibit 5 - Preliminary opinion of Milbank, Tweed, Hadley &
McCloy, counsel to the Applicants.
Exhibit 6 - Financial statements per books and pro forma as of
December 31, 1994 of CSW and Subsidiaries.
<PAGE> 17
S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned companies have duly
caused this document to be signed on their behalf by the undersigned
thereunto duly authorized.
Dated: March 17, 1995
CENTRAL AND SOUTH WEST CORPORATION CENTRAL POWER AND LIGHT COMPANY
By /s/ STEPHEN J. MCDONNELL By /s/ SHIRLEY S. BRIONES
Stephen J. McDonnell Shirley S. Briones
Treasurer Treasurer
PUBLIC SERVICE COMPANY OF OKLAHOMA SOUTHWESTERN ELECTRIC POWER COMPANY
By /s/ SHIRLEY S. BRIONES By /s/ SHIRLEY S. BRIONES
Shirley S. Briones Shirley S. Briones
Treasurer Treasurer
WEST TEXAS UTILITIES COMPANY TRANSOK, INC.
By /s/ SHIRLEY S. BRIONES By /s/ O. T. STEWART
Shirley S. Briones O. T. Stewart
Treasurer Treasurer and Controller
CENTRAL AND SOUTH WEST SERVICES, INC.
By /s/ SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
<PAGE> 1
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
- ------- ------- ------------
5 Preliminary opinion of Milbank, Electronic
Tweed, Hadley & McCloy, counsel
to the Applicants.
6 Financial statements per books and Electronic
pro forma as of December 31, 1994
of CSW and Subsidiaries.
<PAGE> 1
EXHIBIT 5
---------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
March 16, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form U-1 Application-Declaration
File No. 70-8557
Dear Sirs:
We refer to the Form U-1 Application-Declaration (File
No. 70-8557) under the Public Utility Holding Company Act of 1935, as
amended (the "Application-Declaration"), filed by Central and South West
Corporation ("CSW"), a Delaware corporation and a registered public
utility holding company, Central Power and Light Company ("CPL"), Public
Service Company of Oklahoma ("PSO"), Southwestern Electric Power Company
("SWEPCO"), West Texas Utilities Company ("WTU"), Transok, Inc.
("Transok") and Central and South West Services, Inc. ("CSWS"). CPL, PSO,
SWEPCO, WTU, CSWS and Transok are sometimes hereinafter referred to as the
"Subsidiaries." The Application-Declaration relates to the proposed
continuation of the previously authorized short-term borrowing program and
CSW System Money Pool (the "Money Pool"). Proposed transactions under the
Money Pool include (i) issuance and sale of commercial paper by CSW to
dealers, (ii) issuance and sale of commercial paper by CSW directly to
financial institutions, (iii) issuance of notes by CSW or the Subsidiaries
to banks in connection with bank borrowings, (iv) loans by CSW and the
Subsidiaries to Subsidiaries borrowing through the Money Pool and (v)
related borrowings by one or more of the Subsidiaries from time to time
through the Money Pool from one or more of the Subsidiaries or CSW
pursuant to open account advances or the issuance upon demand of
promissory notes by the respective Subsidiaries to evidence such
borrowings, all as described in the Application-Declaration and the
exhibits thereto (collectively, the "Transactions"). We have acted as
special counsel for CSW and the Subsidiaries in connection with the
Transactions and, as such counsel, we are familiar with the corporate
proceedings taken and to be taken by CSW and the Subsidiaries in
connection with the Transactions as described in the Application-
Declaration.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of CSW and the Subsidiaries,
certificates of public officials, certificates of officers and
representatives of CSW and the Subsidiaries and other documents as we have
deemed it necessary to require as a basis for the opinions hereinafter
<PAGE> 2
expressed. In such examination we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents submitted
to us as copies. As to various questions of fact material to such
opinions we have, when relevant facts were not independently established,
relied upon certificates by officers of CSW and the Subsidiaries and other
appropriate persons and statements contained in the Application-
Declaration.
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that, in the
event that the proposed Transactions are consummated in accordance with
the Application-Declaration, as it may be amended, and subject to the
assumptions and conditions set forth below:
1. CPL, WTU and CSWS are validly organized and duly existing
under the laws of the State of Texas, CSW and SWEPCO are
validly organized and duly existing under the laws of the
State of Delaware and Transok and PSO are validly organized
and duly existing under the laws of the State of Oklahoma.
2. All state laws applicable to the proposed Transactions
will have been complied with.
3. CSW and the Subsidiaries, as lenders, will legally acquire
any promissory notes of the Subsidiaries issued in connection
with borrowings through the Money Pool.
4. The commercial paper and other notes proposed to be issued
by CSW and the notes proposed to be issued by the Subsidiaries
to CSW and to other Subsidiaries will be valid and binding
obligations of CSW or the Subsidiaries, as the case may be, in
accordance with their terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium
of other similar laws affecting the enforcement of creditors'
rights generally and the application of general principles of
equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
5. The consummation of the proposed Transactions will not
violate the legal rights of the holders of any securities
issued by CSW or the Subsidiaries or any associate company
thereof.
The opinions expressed above in respect of the Transactions
described in the Application-Declaration are subject to the following
assumptions or conditions:
a. The Transactions shall have been duly authorized and
approved to the extent required by state law by the Board of
Directors of CSW and each of the Subsidiaries.
<PAGE> 3
b. The Securities and Exchange Commission shall have
duly entered an appropriate order or orders granting and
permitting the Application-Declaration to become effective
with respect to the Transactions described therein.
c. The Transactions shall have been accomplished in
accordance with required approvals, authorizations, consents,
certificates and orders of any state commission or regulatory
authority with respect to the consummation of the Transactions
and all such required approvals, authorizations, consents,
certificates and orders shall have been obtained and remain in
effect.
d. The commercial paper and other notes proposed to be
issued by CSW and the Notes proposed to be issued by the
Subsidiaries to CSW and to the other Subsidiaries shall be
substantially in the forms attached as exhibits to the
Application-Declaration and shall be properly completed and
executed and, where required, countersigned.
e. The rate of interest on the commercial paper and
notes that are the subject of the Application-Declaration
shall not exceed the interest rate permitted by applicable
state and federal law.
f. Borrowing through the Money Pool will not exceed
those levels permitted from time to time by the borrowing
Subsidiary's Articles or Certificate of Incorporation.
g. No act or event other than as described herein shall
have occurred subsequent to the date hereof which would change
the opinions expressed above.
In rendering the opinions hereinabove expressed, we have
relied upon opinions of other counsel to CSW and the Subsidiaries who are
qualified to practice in jurisdictions pertaining to the transactions
described above in which we are not admitted to practice. We do not
express any opinion as to matters governed by any laws other than the
Federal laws of the United States of America, the laws of the State of New
York and, to the extent hereinabove stated, the laws of other
jurisdictions pertaining to the transactions described above in reliance
upon said opinions of counsel to CSW and the Subsidiaries.
We hereby consent to the use of this opinion as an exhibit to
the Application-Declaration.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
RBW/GJF
<PAGE> 1
EXHIBIT 6
---------
INDEX
TO
FINANCIAL STATEMENTS
Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of December 31, 1994 3 - 4
Consolidated Statement of Income for the Twelve Months Ended
December 31, 1994 5
Consolidated Statement of Retained Earnings for the Twelve
Months Ended December 31, 1994 6
Statements of Long-Term Debt Outstanding as of December 31, 1994 7 - 10
Statements of Preferred Stock Outstanding as of December 31, 1994 11
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of December 31, 1994 12
Statement of Income for the Twelve Months Ended December 31, 1994 13
CENTRAL POWER AND LIGHT COMPANY
Balance Sheets - Per Books and Pro Forma as of December 31, 1994 14 - 15
Statement of Income for the Twelve Months Ended December 31, 1994 16
Statement of Retained Earnings for the Twelve Months Ended
December 31, 1994 17
PUBLIC SERVICE COMPANY OF OKLAHOMA
Balance Sheets - Per Books and Pro Forma as of December 31, 1994 18 - 19
Statement of Income for the Twelve Months Ended December 31, 1994 20
Statement of Retained Earnings for the Twelve Months Ended
December 31, 1994 21
SOUTHWESTERN ELECTRIC POWER COMPANY
Balance Sheets - Per Books and Pro Forma as of December 31, 1994 22 - 23
Statement of Income for the Twelve Months Ended December 31, 1994 24
Statement of Retained Earnings for the Twelve Months Ended
December 31, 1994 25
<PAGE> 2
INDEX
TO
FINANCIAL STATEMENTS
(CONTINUED)
Page
Number
WEST TEXAS UTILITIES COMPANY
Balance Sheets - Per Books and Pro Forma as of December 31, 1994 26 - 27
Statement of Income for the Twelve Months Ended December 31, 1994 28
Statement of Retained Earnings for the Twelve Months Ended
December 31, 1994 29
TRANSOK, INC.
Balance Sheets - Per Books and Pro Forma as of December 31, 1994 30 - 31
Statement of Income for the Twelve Months Ended December 31, 1994 32
Statement of Retained Earnings for the Twelve Months Ended
December 31, 1994 33
CENTRAL AND SOUTH WEST SERVICES, INC.
Balance Sheets - Per Books and Pro Forma as of December 31, 1994 34 - 35
Statement of Income for the Twelve Months Ended December 31, 1994 36
Statement of Retained Earnings for the Twelve Months Ended
December 31, 1994 37
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 38
STATEMENT OF CHANGES 39
CAPITALIZATION RATIOS - Per books and Pro forma 40 - 41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 42
<PAGE> 3
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
PLANT
Electric utility
Production $5,802 $5,802
Transmission 1,377 1,377
Distribution 2,539 2,539
General 764 764
Construction work in progress 412 412
Nuclear fuel 161 161
Gas 798 798
Other diversified 15 15
------ ------
11,868 11,868
Less - Accumulated depreciation 3,870 3,870
------ ------
7,998 7,998
------ ------
CURRENT ASSETS
Cash and temporary cash investments 27 290 317
Accounts receivable 761 761
Materials and supplies, at average cost 162 162
Fuel inventory, substantially at average cost 118 118
Gas inventory/products for resale 23 23
Unrecovered fuel cost 54 54
Prepayments and other 44 44
------ ------ ------
1,189 290 1,479
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 516 516
Mirror CWIP asset - net 322 322
Other non-utility investments 394 394
Income tax related regulatory assets, net 216 216
Other 274 274
------ ------
1,722 1,722
------ ------ ------
$10,909 $290 $11,199
====== ====== ======
<PAGE> 4
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value, authorized
350,000,000 shares; issued and outstanding
190,570,000 shares $667 $667
Paid-in capital 560 560
Retained earnings 1,824 1,824
------ ------
Total Common Stock Equity 3,051 3,051
Preferred stock
Not subject to mandatory redemption 292 292
Subject to mandatory redemption 35 35
Long-term debt 2,941 2,941
------ ------
Total Capitalization 6,319 6,319
------ ------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 7 7
Short-term debt 910 290 1,200
Short-term debt - CSW Credit 573 573
Accounts payable 286 286
Accrued taxes 111 111
Accrued interest 61 61
Accrued restructuring charges 4 4
Other 155 155
------ ------ ------
2,107 290 2,397
------ ------ ------
DEFERRED CREDITS
Income taxes 2,048 2,048
Investment tax credits 320 320
Mirror CWIP liability and other 115 115
------ ------
2,483 2,483
------ ------ ------
$10,909 $290 $11,199
====== ====== ======
<PAGE> 5
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
OPERATING REVENUES $3,623
------
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,161
Gas purchased for resale 276
Gas extraction and marketing 98
Other operating 596
Restructuring charges (9)
Maintenance 176
Depreciation and amortization 356
Taxes, other than federal income 196
Federal income taxes 179
------
3,029
------
OPERATING INCOME 594
------
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 68
Other 43
------
111
INCOME BEFORE INTEREST CHARGES 705
------
INTEREST CHARGES
Interest on long-term debt 218
Interest on short-term debt and other 75
------
293
------
NET INCOME 412
Preferred stock dividends 18
------
NET INCOME FOR COMMON STOCK $394
======
<PAGE> 6
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT December 31, 1993 $1,753
Add: Net income for common stock 394
------
2,147
Deduct: Common stock dividends 323
------
RETAINED EARNINGS AT December 31, 1994 $1,824
======
<PAGE> 7
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF DECEMBER 31, 1994
UNAUDITED
(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 139
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
Series JJ, 7-1/2%, due May 1, 1999 100
Installment sales agreements -
Pollution control bonds
Series 1974 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
Note payable, 6.5% due 1995 1
Unamortized discount (12)
Unamortized costs of reacquired debt (82)
Amount to be redeemed within one year (1)
------
$1,467
------
<PAGE> 8
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
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 December 15, 2014 13
Unamortized discount (5)
Unamortized costs of reacquired debt (20)
------
$403
------
<PAGE> 9
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series V, 7-3/4%, due June 1, 2004 $40
Series W, 6-1/8%, due December 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
1976 Series A, 6.2%, due November 1, 2006 7
1976 Series B, 6.2%, due November 1, 2006 1
Installment sales agreements -
Pollution control bonds
1978 Series A, 6%, due January 1, 2008 14
Series 1986, 8.2%, due July 1, 2014 82
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 2000 50
Railcar lease obligations 18
Unamortized discount and premium (4)
Unamortized costs of reacquired debt (46)
Amount to be redeemed within one year (4)
------
$596
------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
Series 0, 9-1/4%, due December 1, 2019 $55
Series P, 7-3/4%, due July 1, 2007 25
Series Q, 6-7/8%, due October 1, 2002 35
Series R, 7%, due October 1, 2004 40
Series S, 6-1/8%, due February 1, 2004 40
Installment sales agreement -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 44
Unamortized discount and premium (1)
Unamortized costs of reacquired debt (27)
Amount to be redeemed within one year (1)
------
$210
------
<PAGE> 10
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF DECEMBER 31, 1994
UNAUDITED
(millions)
TRANSOK, INC.
Note payable, 8.960%, due April 17, 2017 $15
Note payable, 8.280%, due April 16, 2007 3
Note payable, 8.130%, due April 16, 2002 3
Note payable, 8.125%, due April 22, 2002 17
Note payable, 8.900%, due May 21, 2012 5
Note payable, 7.810%, due May 20, 1999 3
Note payable, 8.250%, due May 20, 2004 1
Note payable, 8.170%, due May 22, 2003 2
Note payable, 7.750%, due May 21, 1999 5
Note payable, 8.170%, due May 28, 2004 2
Note payable, 8.280%, due June 3, 2003 4
Note payable, 8.340%, due June 2, 2004 2
Note payable, 8.350%, due August 27, 2012 5
Note payable, 7.350%, due August 26, 2002 5
Note payable, 7.330%, due August 26, 2002 1
Note payable, 7.320%, due August 28, 2002 14
Note payable, 6.750%, due December 1, 1999 15
Note payable, 7.800%, due March 1, 2004 10
Note payable, 7.770%, due March 1, 2004 3
Note payable, 7.780%, due December 15, 2004 2
Note payable, 7.730%, due December 15, 2004 1
Note payable, 7.670%, due March 1, 2004 1
Note payable, 7.650%, due May 15, 2002 5
Note payable, 7.650%, due May 15, 2002 5
Note payable, 7.650%, due December 23, 2003 11
Note payable, 6.850%, due March 18, 2005 1
Note payable, 6.850%, due March 18, 2005 1
Note payable, 6.900%, due March 1, 2005 6
Note payable, 6.990%, due March 24, 2005 5
Note payable, 6.860%, due March 28, 2005 12
Note payable, 7.750%, due April 24, 2023 10
Note payable, 6.840%, due April 25, 2005 3
Note payable, 7.750%, due April 26, 2023 5
Note payable, 6.810%, due April 26, 2003 7
Note payable, 6.600%, due April 29, 2003 2
Note payable, 6.710%, due April 30, 2004 1
Note payable, 6.930%, due May 5, 2005 1
Note payable, 7.070%, due May 5, 2008 1
Note payable, 7.000%, due January 12, 2004 5
------
$200
CENTRAL AND SOUTH WEST SERVICES, INC. ------
Note payable, 9%, due February 1, 2008 $5
Term loan facility B Variable, due
December 1, 2001 60
------
$65
------
TOTAL CONSOLIDATED $2,941
======
<PAGE> 11
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
NOT SUBJECT TO MANDATORY REDEMPTION
CENTRAL POWER AND LIGHT COMPANY
4.00% Series, 100,000 shares $10
4.20% Series, 75,000 shares 8
7.12% Series, 260,000 shares 26
8.72% Series, 500,000 shares 50
Auction Money Market, 750,000 shares 75
Auction Series A, 425,000 shares 42
Auction Series B, 425,000 shares 42
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 shares $8
4.65% Series, 25,000 shares 2
4.28% Series, 60,000 shares 6
------
$16
------
WEST TEXAS UTILITIES COMPANY
4.40% Series, 60,000 shares 6
------
Total Consolidated $292
======
SUBJECT TO MANDATORY REDEMPTION
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 364,000 shares $36
Amount to be redeemed within one year (1)
------
Total Consolidated $35
======
<PAGE> 12
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY
COMPANIES (at equity) $3,248 $3,248
------ ------
CURRENT ASSETS
Cash and temporary cash investments 2 2
Advances to affiliates 436 290 726
Prepayments and other 270 270
------ ------ ------
708 290 998
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS 58 58
------ ------ ------
$4,014 $290 $4,304
====== ====== ======
COMMON STOCK EQUITY
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding
190,570,000 shares $667 $667
Paid-in capital 560 560
Retained earnings 1,824 1,824
------ ------
3,051 3,051
------ ------
CURRENT LIABILITIES
Short-term debt 910 290 1,200
Accounts payable and other 38 38
------ ------ ------
948 290 1,238
------ ------ ------
DEFERRED CREDITS 15 15
------ ------ ------
$4,014 $290 $4,304
====== ====== ======
<PAGE> 13
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $192
Public Service Company of Oklahoma 67
Southwestern Electric Power Company 102
West Texas Utilities Company 37
Transok, Inc. 25
CSW Credit, Inc. 7
CSW Energy, Inc. 2
CSW Leasing, Inc. 1
CSW International, Inc. (1)
Central and South West Services, Inc. 0
Other Income 29
------
$461
------
EXPENSES AND TAXES
General and administrative expenses 28
Interest expense 33
Federal income taxes 3
Other 3
------
67
------
NET INCOME $394
======
<PAGE> 14
CENTRAL POWER AND LIGHT COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
ELECTRIC UTILITY PLANT
Production $3,070 $3,070
Transmission 451 451
Distribution 828 828
General 217 217
Construction work in progress 143 143
Nuclear fuel 161 161
------ ------
4,870 4,870
Less - Accumulated depreciation
and amortization 1,400 1,400
------ ------
3,470 3,470
------ ------
CURRENT ASSETS
Cash and temporary cash investments 1 139 140
Special deposits 1 1
Accounts receivable 30 30
Materials and supplies, at average costs 66 66
Fuel inventory, at average cost 23 23
Unrecovered fuel cost 54 54
Prepayments and other 2 2
------ ------ ------
177 139 316
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred STP costs 489 489
Mirror CWIP asset 322 322
Income tax related regulatory assets, net 288 288
Other 77 77
------ ------
1,176 1,176
------ ------ ------
$4,823 $139 $4,962
====== ====== ======
<PAGE> 15
CENTRAL POWER AND LIGHT COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustment Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock, $25 par value; authorized
12,000,000 shares; issued and outstanding
6,755,535 shares $169 $169
Paid-in capital 405 405
Retained earnings 857 857
------ ------
Total common stock equity 1,431 1,431
Preferred stock
Not subject to mandatory redemption 250 250
Long-term debt 1,467 1,467
------ ------
Total capitalization 3,148 3,148
------ ------
CURRENT LIABILITIES
Long-term debt and preferred stock
due within twelve months 1 1
Advances from affiliates 161 139 300
Accounts payable 75 75
Accrued taxes 60 60
Accrued interest 25 25
Accrued restructuring charges 1 1
Deferred income taxes 14 14
other 30 30
------ ------ ------
367 139 506
------ ------ ------
DEFERRED CREDITS
Income taxes 1,087 1,087
Investment tax credits 159 159
Mirror CWIP liability and other 62 62
------ ------
1,308 1,308
------ ------ ------
$4,823 $139 $4,962
====== ====== ======
<PAGE> 16
CENTRAL POWER AND LIGHT COMPANY
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
ELECTRIC OPERATING REVENUE $1,218
------
OPERATING EXPENSES AND TAXES
Fuel 329
Purchased power 42
Other operating 225
Maintenance 69
Depreciation and amortization 142
Taxes, other than federal income 80
Federal income taxes 75
------
962
------
OPERATING INCOME 256
------
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 68
Other 3
------
71
------
INCOME BEFORE INTEREST CHARGES 327
------
INTEREST CHARGES
Interest on long-term debt 111
Interest on short-term debt and other 10
------
121
------
NET INCOME 206
PREFERRED STOCK DIVIDENDS 14
------
NET INCOME FOR COMMON STOCK $192
======
<PAGE> 17
CENTRAL POWER AND LIGHT COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT December 31, 1993 $850
Add: Net income (loss) for common stock 192
------
1,042
Deduct: Common stock dividends 183
Preferred stock redemption costs 2
------
RETAINED EARNINGS AT December 31, 1994 $857
======
<PAGE> 18
PUBLIC SERVICE COMPANY OF OKLAHOMA
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
ELECTRIC UTILITY PLANT
Production $903 $903
Transmission 347 347
Distribution 668 668
General 151 151
Construction work in progress 96 96
------ ------
2,165 2,165
Less - Accumulated depreciation 860 860
------ ------
1,305 1,305
------ ------
CURRENT ASSETS
Cash and temporary cash investments 5 70 75
Accounts receivable 21 21
Materials and supplies, at average cost 40 40
Fuel inventory, at LIFO cost 18 18
Accumulated deferred income taxes 7 7
Prepayments 8 8
------ ------ ------
99 70 169
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS 61 61
------ ------ ------
$1,465 $70 $1,535
====== ====== ======
<PAGE> 19
PUBLIC SERVICE COMPANY OF OKLAHOMA
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock, $15 par value; authorized
11,000,000 shares; issued 10,482,000 shares
and outstanding 9,013,000 shares $157 $157
Paid-in capital 180 180
Retained earnings 124 124
------ ------
Total common stock equity 461 461
Preferred stock 20 20
Long-term debt 403 403
------ ------
Total capitalization 884 884
------ ------
CURRENT LIABILITIES
Advances from affiliates 55 70 125
Payable to affiliates 28 28
Accounts payable 60 60
Payables to customers 23 23
Accrued taxes 17 17
Accrued interest 9 9
Accrued restructuring charges 1 1
Other 14 14
------ ------ ------
207 70 277
------ ------ ------
DEFERRED CREDITS
Income taxes 281 281
Investment tax credits 49 49
Income tax related regulatory
liabilities, net 19 19
Other 25 25
------ ------
374 374
------ ------ ------
$1,465 $70 $1,535
====== ====== ======
<PAGE> 20
PUBLIC SERVICE COMPANY OF OKLAHOMA
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
ELECTRIC OPERATING REVENUE $740
------
OPERATING EXPENSES AND TAXES
Fuel 316
Purchased power 35
Other operating 120
Maintenance 45
Depreciation and amortization 63
Taxes, other than federal income 32
Federal income taxes 31
------
642
------
OPERATING INCOME 98
------
OTHER INCOME AND DEDUCTIONS
Allowance for equity funds used during
construction 1
Other 1
------
2
------
INCOME BEFORE INTEREST CHARGES 100
------
INTEREST CHARGES
Interest on long-term debt 30
Interest on short-term debt and other 2
------
32
------
NET INCOME 68
PREFERRED STOCK DIVIDENDS 1
------
NET INCOME FOR COMMON STOCK $67
======
<PAGE> 21
PUBLIC SERVICE COMPANY OF OKLAHOMA
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT December 31, 1993 $98
Add: Net income (loss) for common stock 67
------
165
Deduct: Common stock dividends 41
------
RETAINED EARNINGS AT DECEMBER 31, 1994 $124
======
<PAGE> 22
SOUTHWESTERN ELECTRIC POWER COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
ELECTRIC UTILITY PLANT
Production $1,401 $1,401
Transmission 385 385
Distribution 734 734
General 214 214
Construction work in progress 150 150
------ ------
2,884 2,884
Less - Accumulated depreciation 1,027 1,027
------ ------
1,857 1,857
------ ------
CURRENT ASSETS
Cash and temporary cash investments 1 68 69
Accounts receivable 54 54
Materials and supplies, at average costs 28 28
Fuel inventory, at average cost 62 62
Accumulated deferred income taxes 7 7
Prepayments and other 13 13
------ ------ ------
165 68 233
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS 57 57
------ ------ ------
$2,079 $68 $2,147
====== ====== ======
<PAGE> 23
SOUTHWESTERN ELECTRIC POWER COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock, $18 par value; authorized
7,600,000 shares; issued and outstanding
7,536,640 shares $136 $136
Paid-in capital 245 245
Retained earnings 297 297
------ ------
Total common stock equity 678 678
Preferred stock
Not subject to mandatory redemption 16 16
Subject to mandatory redemption 35 35
Long-term debt 596 596
------ ------
Total capitalization 1,325 1,325
------ ------
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 5 5
Advances from affiliates 82 68 150
Accounts payable 50 50
Customer deposits 13 13
Fuel refunds due customers 12 12
Accrued taxes 13 13
Accrued interest 17 17
Accrued restructuring charges 1 1
Other 30 30
------ ------ ------
223 68 291
------ ------ ------
DEFERRED CREDITS
Income taxes 365 365
Investment tax credits 81 81
Income tax related regulatory
liabilities, net 45 45
Other 40 40
------ ------
531 531
------ ------ ------
$2,079 $68 $2,147
====== ====== ======
<PAGE> 24
SOUTHWESTERN ELECTRIC POWER COMPANY
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
ELECTRIC OPERATING REVENUE $825
------
OPERATING EXPENSES AND TAXES
Fuel 336
Purchased power 20
Other Operating 119
Restructuring charges (5)
Maintenance 43
Depreciation and amortization 80
Taxes, other than federal income 46
Federal income taxes 40
------
679
------
OPERATING INCOME 146
------
OTHER INCOME AND DEDUCTIONS
Allowance for equity funds used during
construction 4
Other 4
------
8
------
INCOME BEFORE INTEREST CHARGES 154
------
INTEREST CHARGES
Interest on long-term debt 43
Interest on short-term debt and other 8
Allowance for borrowed funds used during
construction (3)
------
48
------
NET INCOME 106
PREFERRED STOCK DIVIDENDS 4
------
NET INCOME FOR COMMON STOCK $102
======
<PAGE> 25
SOUTHWESTERN ELECTRIC POWER COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT December 31, 1993 $265
Add: Net income (loss) for common stock 102
------
367
Deduct: Common stock dividends 70
------
RETAINED EARNINGS AT December 31, 1994 $297
======
<PAGE> 26
WEST TEXAS UTILITIES COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
ELECTRIC UTILITY PLANT
Production $428 $428
Transmission 194 194
Distribution 309 309
General 74 74
Construction work in progress 23 23
------ ------
1,028 1,028
Less - Accumulated depreciation 364 364
------ ------
664 664
------ ------
CURRENT ASSETS
Cash and temporary cash investments 2 19 21
Accounts receivable 23 23
Materials and supplies, at average costs 17 17
Fuel inventory, at average cost 9 9
Coal inventory, at LIFO cost 7 7
Accumulated deferred income taxes 3 3
Prepayments and other 1 1
------ ------ ------
62 19 81
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred Oklaunion costs 27 27
Other 26 26
------ ------
53 53
------ ------ ------
$779 $19 $798
====== ====== ======
<PAGE> 27
WEST TEXAS UTILITIES COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock, $25 par value; authorized
7,800,000 shares; issued and outstanding
5,488,560 shares $137 $137
Paid-in capital 2 2
Retained earnings 133 133
------ ------
Total common stock equity 272 272
Preferred stock
Not subject to mandatory redemption 6 6
Long-term debt 210 210
------ ------
Total capitalization 488 488
------ ------
CURRENT LIABILITIES
Long-term debt /
preferred stock due within twelve months 1 1
Advances from affiliates 46 19 65
Accounts payable 35 35
Accrued taxes 8 8
Accrued interest 4 4
Accrued restructuring charges 1 1
Other 4 4
------ ------ ------
99 19 118
------ ------ ------
DEFERRED CREDITS
Income taxes 146 146
Investment tax related regulatory
liabilities, net 9 9
Investment tax credits 32 32
Other 5 5
------ ------
192 192
------ ------ ------
$779 $19 $798
====== ====== ======
<PAGE> 28
WEST TEXAS UTILITIES COMPANY
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
ELECTRIC OPERATING REVENUE $343
------
OPERATING EXPENSES AND TAXES
Fuel 131
Purchased power 5
Other Operating 66
Restructuring charges (2)
Maintenance 15
Depreciation and amortization 32
Taxes, other than federal income 23
Federal income taxes 18
------
288
------
OPERATING INCOME 55
------
OTHER INCOME AND DEDUCTIONS 4
------
INCOME BEFORE INTEREST CHARGES 59
------
INTEREST CHARGES
Interest on long-term debt 19
Interest on short-term debt and other 3
------
22
------
NET INCOME 37
PREFERRED STOCK DIVIDENDS 0
------
NET INCOME FOR COMMON STOCK $37
======
<PAGE> 29
WEST TEXAS UTILITIES COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT December 31, 1993 $127
Add: Net income (loss) for common stock 37
------
164
Deduct: Common stock dividends 31
------
RETAINED EARNINGS AT December 31, 1994 $133
======
<PAGE> 30
TRANSOK, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
Gas Plant $798 $798
Less - Accumulated depreciation 203 203
------ ------
595 595
------ ------
CURRENT ASSETS
Cash and temporary cash investments 4 172 176
Accounts receivable 35 35
Materials and supplies, at average cost 11 11
Gas stored underground, at average cost 23 23
Prepayments and other 5 5
------ ------ ------
78 172 250
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS
Investments 32 32
Other 19 19
------ ------
51 51
------ ------ ------
$724 $172 $896
====== ====== ======
<PAGE> 31
TRANSOK, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock, $100 par value, authorized
95,000 shares, issued and outstanding,
92,186 shares $9 $9
Paid-in capital 162 162
Retained earnings 130 130
------ ------
Total common stock equity 301 301
Notes payable 200 200
------ ------
Total capitalization 501 501
------ ------
CURRENT LIABILITIES
Advances from affiliates 28 172 200
Accounts payable 78 78
Accrued interest 5 5
Other 8 8
------ ------ ------
119 172 291
------ ------ ------
Deferred income taxes 104 104
------ ------ ------
$724 $172 $896
====== ====== ======
<PAGE> 32
TRANSOK, INC.
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
OPERATING REVENUE $647
------
OPERATING EXPENSES AND TAXES
Gas purchased for resale 405
Gas extraction and marketing 98
Other Operating 48
Maintenance 5
Depreciation and amortization 32
Taxes, other than federal income 12
Federal income taxes 8
------
608
------
OPERATING INCOME $39
------
OTHER INCOME AND DEDUCTIONS
Other 2
------
INCOME BEFORE INTEREST CHARGES 41
------
INTEREST CHARGES
Interest on long-term debt 15
Interest on short-term debt and other 1
------
16
------
NET INCOME FOR COMMON STOCK $25
======
<PAGE> 33
TRANSOK, INC.
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(millions)
RETAINED EARNINGS AT December 31, 1993 $105
Add: Net income (loss) for common stock 25
------
RETAINED EARNINGS AT December 31, 1994 $130
======
<PAGE> 34
CENTRAL AND SOUTH WEST SERVICES, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
General plant $108 $108
Less - Accumulated depreciation 15 15
------ ------
93 93
------ ------
CURRENT ASSETS
Cash and temporary cash investments 3 47 50
Accounts receivable 60 60
Prepayments and other 1 1
------ ------ ------
64 47 111
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS 11 11
------ ------ ------
$168 $47 $215
====== ====== ======
<PAGE> 35
CENTRAL AND SOUTH WEST SERVICES, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Long-term debt $65 $65
------ ------
Total capitalization 65 65
------ ------
CURRENT LIABILITIES
Accounts payable 27 27
Advances from affiliates and other 66 47 113
------ ------ ------
93 47 140
------ ------ ------
DEFERRED CREDITS 10 10
------ ------ ------
$168 $47 $215
====== ====== ======
<PAGE> 36
CENTRAL AND SOUTH WEST SERVICES, INC.
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
OPERATING REVENUE $0
------
OPERATING EXPENSES AND TAXES
Administrative & General 197
Maintenance 5
Depreciation and amortization 6
Taxes, other than Federal income taxes 7
Federal income taxes 0
------
215
------
OPERATING INCOME (215)
------
OTHER INCOME AND DEDUCTIONS 220
------
INCOME BEFORE INTEREST CHARGES 5
------
INTEREST CHARGES 5
------
NET INCOME FOR COMMON STOCK $0
======
<PAGE> 37
CENTRAL AND SOUTH WEST SERVICES, INC.
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(millions)
RETAINED EARNINGS AT December 31, 1993 $0
Add: Net income (loss) for common stock 0
------
RETAINED EARNINGS AT December 31, 1994 $0
======
<PAGE> 38
<TABLE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
DECEMBER 31, 1994
UNAUDITED
(Millions)
<CAPTION>
DR CR
<S> <C> <C>
Central and South West Corporation and Subsidiary Companies
Cash 290
Short Term Debt 290
To record short term debt limit
Central and South West Corporation
Advances to affiliates 290
Short Term Debt 290
To record short term debt limit
Central Power and Light Company
Cash 139
Advances from affiliates 139
To record short term debt limit
Public Service Company of Oklahoma
Cash 70
Advances from affiliates 70
To record short term debt limit
Southwestern Electric Power Company
Cash 68
Advances from affiliates
To record short term debt limit 68
West Texas Utilities Company
Cash 19
Advances from affiliates 19
To record short term debt limit
Transok, Inc.
Cash 172
Advances from affiliates 172
To record short term debt limit
Central and South West Services, Inc.
Cash 47
Advances from affiliates 47
To record short term debt limit
</TABLE>
<PAGE> 39
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
December 31, 1994, other than in the ordinary course of business.
<PAGE> 40
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
Common Stock Preferred Long-term
Equity Stock Debt(*)
--------- --------- ---------
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Per books * 48.2% 5.2% 46.6%
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Pro forma * 48.2% 5.2% 46.6%
Central and South West
Corporation Per books 100.0% 0.0% 0.0%
Central and South West
Corporation Pro forma 100.0% 0.0% 0.0%
Central Power and Light
Company Per books 45.4% 7.9% 46.7%
Central Power and Light
Company Pro forma 45.4% 7.9% 46.7%
Public Service Company of
Oklahoma Per books 52.2% 2.2% 45.6%
Public Service Company of
Oklahoma Pro forma 52.2% 2.2% 45.6%
Southwestern Electric
Power Company Per books 51.2% 3.8% 45.0%
Southwestern Electric
Power Company Pro forma 51.2% 3.8% 45.0%
West Texas Utilities
Company Per books 55.7% 1.3% 43.0%
West Texas Utilities
Company Pro forma 55.7% 1.3% 43.0%
<PAGE> 41
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
(CONTINUED)
Common Stock Preferred Long-term
Equity Stock Debt
--------- --------- ---------
Transok, Inc. Per books 60.1% 0.0% 39.9%
Transok, Inc. Pro forma 60.1% 0.0% 39.9%
(*) Includes Transok's Medium-Term Notes Payable
Central and South West
Services Per books 0.0% 0.0% 100.0%
Central and South West
Services Pro forma 0.0% 0.0% 100.0%
<PAGE> 42
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The notes to consolidated financial statements included in Central
and South West Corporation's 1994 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 001
<NAME> CENTRAL AND SOUTH WEST CONSOLIDATED
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 7,388 7,388
<OTHER-PROPERTY-AND-INVEST> 610 610
<TOTAL-CURRENT-ASSETS> 1,189 1,479
<TOTAL-DEFERRED-CHARGES> 516 516
<OTHER-ASSETS> 1,206 1,206
<TOTAL-ASSETS> 10,909 11,199
<COMMON> 667 667
<CAPITAL-SURPLUS-PAID-IN> 560 560
<RETAINED-EARNINGS> 1,824 1,824
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,051 3,051
35 35
292 292
<LONG-TERM-DEBT-NET> 2,877 2,877
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 50 50
<COMMERCIAL-PAPER-OBLIGATIONS> 1,483 1,773
<LONG-TERM-DEBT-CURRENT-PORT> 6 6
1 1
<CAPITAL-LEASE-OBLIGATIONS> 14 14
<LEASES-CURRENT> 4 4
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,096 3,096
<TOT-CAPITALIZATION-AND-LIAB> 10,909 11,199
<GROSS-OPERATING-REVENUE> 3,623 0
<INCOME-TAX-EXPENSE> 179 0
<OTHER-OPERATING-EXPENSES> 2,850 0
<TOTAL-OPERATING-EXPENSES> 3,029 0
<OPERATING-INCOME-LOSS> 594 0
<OTHER-INCOME-NET> 111 0
<INCOME-BEFORE-INTEREST-EXPEN> 705 0
<TOTAL-INTEREST-EXPENSE> 293 0
<NET-INCOME> 412 0
18 0
<EARNINGS-AVAILABLE-FOR-COMM> 394 0
<COMMON-STOCK-DIVIDENDS> 323 0
<TOTAL-INTEREST-ON-BONDS> 218 0
<CASH-FLOW-OPERATIONS> 764 0
<EPS-PRIMARY> 2.08 0
<EPS-DILUTED> 2.08 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000018540
<NAME> CENTRAL AND SOUTH WEST CORPORATION
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 3,248 3,248
<TOTAL-CURRENT-ASSETS> 708 998
<TOTAL-DEFERRED-CHARGES> 58 58
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 4,014 4,304
<COMMON> 667 667
<CAPITAL-SURPLUS-PAID-IN> 560 560
<RETAINED-EARNINGS> 1,824 1,824
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,051 3,051
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 910 1,200
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 53 53
<TOT-CAPITALIZATION-AND-LIAB> 4,014 4,304
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 3 0
<OTHER-OPERATING-EXPENSES> 31 0
<TOTAL-OPERATING-EXPENSES> 34 0
<OPERATING-INCOME-LOSS> (34) 0
<OTHER-INCOME-NET> 461 0
<INCOME-BEFORE-INTEREST-EXPEN> 427 0
<TOTAL-INTEREST-EXPENSE> 33 0
<NET-INCOME> 394 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 394 0
<COMMON-STOCK-DIVIDENDS> 323 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 235 0
<EPS-PRIMARY> 2.08 0
<EPS-DILUTED> 2.08 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 003
<NAME> CENTRAL POWER AND LIGHT COMPANY
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 3,470 3,470
<OTHER-PROPERTY-AND-INVEST> 2 2
<TOTAL-CURRENT-ASSETS> 177 316
<TOTAL-DEFERRED-CHARGES> 1,099 1,099
<OTHER-ASSETS> 75 75
<TOTAL-ASSETS> 4,823 4,962
<COMMON> 169 169
<CAPITAL-SURPLUS-PAID-IN> 405 405
<RETAINED-EARNINGS> 857 857
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,431 1,431
0 0
250 250
<LONG-TERM-DEBT-NET> 1,467 1,467
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 1 1
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,674 1,813
<TOT-CAPITALIZATION-AND-LIAB> 4,823 4,962
<GROSS-OPERATING-REVENUE> 1,218 0
<INCOME-TAX-EXPENSE> 75 0
<OTHER-OPERATING-EXPENSES> 887 0
<TOTAL-OPERATING-EXPENSES> 962 0
<OPERATING-INCOME-LOSS> 256 0
<OTHER-INCOME-NET> 71 0
<INCOME-BEFORE-INTEREST-EXPEN> 327 0
<TOTAL-INTEREST-EXPENSE> 121 0
<NET-INCOME> 206 0
14 0
<EARNINGS-AVAILABLE-FOR-COMM> 192 0
<COMMON-STOCK-DIVIDENDS> 183 0
<TOTAL-INTEREST-ON-BONDS> 111 0
<CASH-FLOW-OPERATIONS> 311 0
<EPS-PRIMARY> 1.01 0
<EPS-DILUTED> 1.01 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 004
<NAME> PUBLIC SERVICE COMPANY OF OKLAHOMA
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 1,305 1,305
<OTHER-PROPERTY-AND-INVEST> 9 9
<TOTAL-CURRENT-ASSETS> 99 169
<TOTAL-DEFERRED-CHARGES> 18 18
<OTHER-ASSETS> 34 34
<TOTAL-ASSETS> 1,465 1,535
<COMMON> 157 157
<CAPITAL-SURPLUS-PAID-IN> 180 180
<RETAINED-EARNINGS> 124 124
<TOTAL-COMMON-STOCKHOLDERS-EQ> 461 461
0 0
20 20
<LONG-TERM-DEBT-NET> 403 403
<SHORT-TERM-NOTES> 55 125
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 526 526
<TOT-CAPITALIZATION-AND-LIAB> 1,465 1,535
<GROSS-OPERATING-REVENUE> 740 0
<INCOME-TAX-EXPENSE> 37 0
<OTHER-OPERATING-EXPENSES> 605 0
<TOTAL-OPERATING-EXPENSES> 642 0
<OPERATING-INCOME-LOSS> 98 0
<OTHER-INCOME-NET> 2 0
<INCOME-BEFORE-INTEREST-EXPEN> 100 0
<TOTAL-INTEREST-EXPENSE> 32 0
<NET-INCOME> 68 0
1 0
<EARNINGS-AVAILABLE-FOR-COMM> 67 0
<COMMON-STOCK-DIVIDENDS> 41 0
<TOTAL-INTEREST-ON-BONDS> 30 0
<CASH-FLOW-OPERATIONS> 152 0
<EPS-PRIMARY> .36 0
<EPS-DILUTED> .36 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 005
<NAME> SOUTHWESTERN ELECTRIC POWER COMPANY
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 1,857 1,857
<OTHER-PROPERTY-AND-INVEST> 3 3
<TOTAL-CURRENT-ASSETS> 165 233
<TOTAL-DEFERRED-CHARGES> 33 33
<OTHER-ASSETS> 21 21
<TOTAL-ASSETS> 2,079 2,147
<COMMON> 136 136
<CAPITAL-SURPLUS-PAID-IN> 245 245
<RETAINED-EARNINGS> 297 297
<TOTAL-COMMON-STOCKHOLDERS-EQ> 678 678
35 35
16 16
<LONG-TERM-DEBT-NET> 532 532
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 50 50
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
1 1
<CAPITAL-LEASE-OBLIGATIONS> 14 14
<LEASES-CURRENT> 4 4
<OTHER-ITEMS-CAPITAL-AND-LIAB> 749 817
<TOT-CAPITALIZATION-AND-LIAB> 2,079 2,147
<GROSS-OPERATING-REVENUE> 825 0
<INCOME-TAX-EXPENSE> 42 0
<OTHER-OPERATING-EXPENSES> 637 0
<TOTAL-OPERATING-EXPENSES> 679 0
<OPERATING-INCOME-LOSS> 146 0
<OTHER-INCOME-NET> 8 0
<INCOME-BEFORE-INTEREST-EXPEN> 154 0
<TOTAL-INTEREST-EXPENSE> 48 0
<NET-INCOME> 106 0
4 0
<EARNINGS-AVAILABLE-FOR-COMM> 102 0
<COMMON-STOCK-DIVIDENDS> 70 0
<TOTAL-INTEREST-ON-BONDS> 43 0
<CASH-FLOW-OPERATIONS> 178 0
<EPS-PRIMARY> .54 0
<EPS-DILUTED> .54 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 006
<NAME> WEST TEXAS UTILITIES COMPANY
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 664 664
<OTHER-PROPERTY-AND-INVEST> 1 1
<TOTAL-CURRENT-ASSETS> 62 81
<TOTAL-DEFERRED-CHARGES> 27 27
<OTHER-ASSETS> 25 25
<TOTAL-ASSETS> 779 798
<COMMON> 137 137
<CAPITAL-SURPLUS-PAID-IN> 2 2
<RETAINED-EARNINGS> 133 133
<TOTAL-COMMON-STOCKHOLDERS-EQ> 272 272
0 0
6 6
<LONG-TERM-DEBT-NET> 210 210
<SHORT-TERM-NOTES> 46 65
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 1 1
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 244 244
<TOT-CAPITALIZATION-AND-LIAB> 779 798
<GROSS-OPERATING-REVENUE> 343 0
<INCOME-TAX-EXPENSE> 18 0
<OTHER-OPERATING-EXPENSES> 270 0
<TOTAL-OPERATING-EXPENSES> 288 0
<OPERATING-INCOME-LOSS> 55 0
<OTHER-INCOME-NET> 4 0
<INCOME-BEFORE-INTEREST-EXPEN> 59 0
<TOTAL-INTEREST-EXPENSE> 22 0
<NET-INCOME> 37 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 37 0
<COMMON-STOCK-DIVIDENDS> 31 0
<TOTAL-INTEREST-ON-BONDS> 19 0
<CASH-FLOW-OPERATIONS> 28 0
<EPS-PRIMARY> .19 0
<EPS-DILUTED> .19 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 008
<NAME> CSW SERVICES
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 93 93
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 64 111
<TOTAL-DEFERRED-CHARGES> 11 11
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 168 215
<COMMON> 0 0
<CAPITAL-SURPLUS-PAID-IN> 0 0
<RETAINED-EARNINGS> 0 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0 0
0 0
0 0
<LONG-TERM-DEBT-NET> 65 65
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 103 150
<TOT-CAPITALIZATION-AND-LIAB> 168 215
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 215 0
<TOTAL-OPERATING-EXPENSES> 215 0
<OPERATING-INCOME-LOSS> (215) 0
<OTHER-INCOME-NET> 220 0
<INCOME-BEFORE-INTEREST-EXPEN> 5 0
<TOTAL-INTEREST-EXPENSE> 5 0
<NET-INCOME> 0 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> .00 0
<EPS-DILUTED> .00 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 007
<NAME> TRANSOK
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 595 595
<TOTAL-CURRENT-ASSETS> 78 250
<TOTAL-DEFERRED-CHARGES> 51 51
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 724 896
<COMMON> 9 9
<CAPITAL-SURPLUS-PAID-IN> 162 162
<RETAINED-EARNINGS> 130 130
<TOTAL-COMMON-STOCKHOLDERS-EQ> 301 301
0 0
0 0
<LONG-TERM-DEBT-NET> 200 200
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 223 395
<TOT-CAPITALIZATION-AND-LIAB> 724 896
<GROSS-OPERATING-REVENUE> 647 0
<INCOME-TAX-EXPENSE> 8 0
<OTHER-OPERATING-EXPENSES> 600 0
<TOTAL-OPERATING-EXPENSES> 608 0
<OPERATING-INCOME-LOSS> 39 0
<OTHER-INCOME-NET> 2 0
<INCOME-BEFORE-INTEREST-EXPEN> 41 0
<TOTAL-INTEREST-EXPENSE> 16 0
<NET-INCOME> 25 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 25 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 32 0
<EPS-PRIMARY> .13 0
<EPS-DILUTED> .13 0
</TABLE>
