File No. 70-8087
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 10 (POST EFFECTIVE) TO
FORM U-1
APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
--------------------------------
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(Name of companies filing this statement and address
of principal executive office)
---------------------------------
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
---------------------------------
Wendy G. Hargus
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
1
<PAGE>
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 "1935 Act"), hereby files this Amendment
No. 10 (Post-Effective) to the Form U-1 Application-Declaration in File No.
70-8087 for the purposes of amending and restating Item 6 of such
Application-Declaration. In all other respects, the Application-Declaration as
previously filed will remain the same. Item 6. Exhibits and Financial
Statements.
Exhibit 1 - Preliminary opinion of Milbank, Tweed,
Hadley & McCloy, counsel to CSW.
Exhibit 2 - Financial Statements per books as of
September 30, 1996.
Exhibit 3 - Proposed Notice of Proceeding (previously
filed).
1
<PAGE>
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 company has duly caused this document to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: December 11, 1996
CENTRAL AND SOUTH WEST CORPORATION
By:/s/WENDY G. HARGUS
Wendy G. Hargus
Treasurer
<PAGE>
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
1 Preliminary opinion of Milbank, Electronic
Tweed, Hadley & McCloy, counsel
to CSW.
2 Financial Statements per books Electronic
as of September 30, 1996.
3 Proposed Notice of Proceeding Electronic
(previously filed).
<PAGE>
EXHIBIT 1
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
December 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation
Form U-1 Application-Declaration
Dear Sirs:
We refer to the Form U-1 Application-Declaration (the
"Application") under the Public Utility Holding Company Act of 1935, as amended
(the "1935 Act"), filed by Central and South West Corporation (the "Company"), a
Delaware corporation and a registered holding company. The Application relates
to the Company's request to extend its authority under the 1935 Act to issue,
sell and acquire its common stock (the "Stock Transactions") pursuant to its
Dividend Reinvestment and Stock Purchase Plan, all as more fully described in
the Application. We have acted as special counsel for the Company in connection
with the filing of the Application.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, certificates of officers and representatives of the Company and other
documents as we have deemed it necessary to require as a basis for the opinions
hereinafter 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 the Company and other appropriate persons and statements
contained in the Application.
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that, in the event
the proposed Stock Transactions are
<PAGE>
consummated in accordance with the Application, as it may be amended, and
subject to the assumptions and conditions set forth below:
1. All state laws applicable to the proposed Stock
Transactions as described in the Application will have been complied
with.
2. The consummation of the proposed Stock Transactions as
described in the Application will not violate the legal rights of the
lawful holders of any securities issued by the Company or any associate
company of the Company.
The opinions expressed above in respect of the proposed Stock
Transactions as described in the Application are subject to the following
assumptions or conditions:
a. The Stock Transactions shall have been duly
authorized and approved to the extent required by
state law by the Board of Directors of the
Company.
b. The Securities and Exchange Commission shall have
duly entered an appropriate order or orders
granting and permitting the Application to become
effective with respect to the Stock Transactions
described therein.
c. The Stock Transactions shall have been
accomplished in accordance with required
approvals, authorizations, consents, certificates
and orders of any state commission or regulatory
authority with respect thereto, and all such
required approvals, authorizations, consents,
certificates and orders shall have been obtained
and remain in effect at the closing thereof.
d. No act or event other than as described herein shall
have occurred subsequent to the date hereof which
would change the opinions expressed above.
We hereby consent to the use of this opinion as an exhibit to
the Application.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY
JMH/GWG
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
INDEX EXHIBIT 3
TO
FINANCIAL STATEMENTS Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of September 30, 1996 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
September 30, 1996 4
Consolidated Statement of Retained Earnings for the Twelve Months
Ended September 30, 1996 5
Statements of Long-Term Debt Outstanding as of September 30, 1996 6 - 9
Statements of Preferred Stock Outstanding as of September 30, 1996 10
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of September 30, 1996 11
Statement of Income for the Twelve Months Ended September 30, 1996 12
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 13
STATEMENT OF CHANGES 14
CAPITALIZATION RATIOS - Per books and Pro forma 15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16
<PAGE> 2
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1996
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- ----------- --------
ASSETS
FIXED ASSETS
Electric utility plant
Production $5,833 $5,833
Transmission 1,521 1,521
Distribution 4,040 4,040
General 1,297 1,297
Construction work in progress 203 203
Nuclear fuel 175 175
Other Diversified 57 57
-------- -------- --------
13,126 13,126
Less - Accumulated depreciation 4,820 4,820
-------- -------- --------
8,306 8,306
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments 422 422
Special Deposits 60 60
Accounts receivable 1,216 1,216
Materials and supplies, at average cost 179 179
Electric fuel inventory, substantially at
average cost 111 111
Prepayments and other 164 164
-------- -------- --------
2,152 2,152
-------- -------- --------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 505 505
Mirror CWIP asset - net 302 302
Other non-utility investments 292 292
Income tax related regulatory assets, net 239 239
Goodwill 1,374 1,374
Other 422 422
-------- -------- --------
3,134 3,134
-------- -------- --------
$13,592 $0 $13,592
======== ======== ========
<PAGE> 3
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1996
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 210,800,000 shares $737 $737
Paid-in capital 999 999
Retained earnings 1,996 1,996
Foreign currency translation adjustment (3) (3)
-------- -------- --------
Total Common Stock Equity 3,729 3,729
Preferred stock
Not subject to mandatory redemption 293 293
Subject to mandatory redemption 32 32
Long-term debt 4,315 4,315
-------- -------- --------
Total Capitalization 8,369 8,369
-------- -------- --------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 65 65
Short-term debt 378 378
Short-term debt - CSW Credit 809 809
Loan Notes 97 97
Accounts payable 457 457
Accrued taxes 451 451
Accrued interest 74 74
Other 175 175
-------- -------- --------
2,506 2,506
-------- -------- --------
DEFERRED CREDITS
Accumulated deferred income taxes 2,229 2,229
Investment tax credits 295 295
Other 193 193
-------- -------- --------
2,717 2,717
-------- -------- --------
$13,592 $0 $13,592
======== ======== ========
<PAGE> 4
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996
UNAUDITED
(Millions)
OPERATING REVENUES $4,806
--------
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,193
United Kingdom Cost of Sales 1,118
Other operating 719
Maintenance 154
Depreciation and amortization 454
Taxes, other than income 177
Income taxes 233
--------
4,048
--------
OPERATING INCOME 758
--------
OTHER INCOME AND DEDUCTIONS (45)
--------
(45)
INCOME BEFORE INTEREST CHARGES 713
--------
INTEREST CHARGES
Interest on long-term debt 300
Interest on short-term debt and other 99
--------
399
--------
INCOME FROM CONTINUING OPERATIONS 314
DISCONTINUED OPERATIONS
Income from discontinued operations, net
of tax 23
Gain on the sale of discontinued
operations, net of tax 113
--------
136
--------
NET INCOME 450
Preferred stock dividends 18
--------
NET INCOME FOR COMMON STOCK $432
========
<PAGE> 5
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996
UNAUDITED
(Millions)
RETAINED EARNINGS AT SEPTEMBER 30, 1995 $1,914
Add: Net income for common stock 432
--------
2,346
Deduct: Common stock dividends 348
Retained earnings adjustment 2
--------
RETAINED EARNINGS AT SEPTEMBER 30, 1996 $1,996
========
<PAGE> 6
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF SEPTEMBER 30, 1996
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 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
Series KK, 6-5/8%, due July 1, 2005 200
Installment sales agreements -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 6
Series 1986, 7-7/8%, due December 1, 2016 60
Series 1993, 6%, due July 1, 2028 120
Series 1995, 6-1/10%, due July 1, 2028 101
Series 1995, variable, due November 1, 2015 41
Unamortized discount (6)
Unamortized costs of reacquired debt (91)
--------
$1,522
--------
<PAGE> 7
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1996
UNAUDITED
(Millions)
PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
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
Long-term note
Series A-1, 5.89%, due December 15, 2000 10
Series A-2, 5.91%, due March 1, 2001 6
Series A-3, 6.02%, due March 1, 2001 5
Series A-4, 6.02%, due March 1, 2001 9
Series A-5, 6.43%, due March 30, 2000 10
Installment sales agreements -
Pollution control bonds
Series A, 5.9%, due December 1, 2007 35
Series 1984 7-7/8, due September 15, 2014 12 *
Unamortized discount (4)
Unamortized costs of reacquired debt (18)
--------
* Rounded down from 12,660,000 $420
--------
<PAGE> 8
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1996
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 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
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 11
Unamortized premium 1
Unamortized costs of reacquired debt (44)
Amount to be redeemed within one year (4)
--------
$596
--------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
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
Series T, 7-1/2%, due April 1, 2000 40
Series U, 6-3/8%, due October 1, 2005 80
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 (29)
--------
$274
--------
<PAGE> 9
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1996
UNAUDITED
(millions)
CSW U.K. GROUP
Long-term debt facility, floating rate, due 2001 $729
Eurobond, 8-1/2%, due October 3, 2005 156
Eurobond, 8-7/8%, due September 27, 2006 156
Notes, 6.95%, due August 1, 2001 * 202
Notes, 7.45%, due August 1, 2006 * 202
Unamortized discount and premium (2)
--------
$1,443
--------
* The $202 million amounts result from a U.S.
dollar to British pound cross currency swap and
the subsequent translation of those pounds back
into U.S. dollars for U.S. reporting purposes.
CENTRAL AND SOUTH WEST SERVICES, INC.
Term loan facility, Variable rate, due
December 1, 2001 60
--------
$60
--------
TOTAL CONSOLIDATED $4,315
========
<PAGE> 10
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF SEPTEMBER 30, 1996
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 7
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 43
Auction Series B, 425,000 shares 43
Issuance expense (3)
--------
$251
--------
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 $293
========
SUBJECT TO MANDATORY REDEMPTION
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 352,000 shares $34
Amount to be redeemed within one year (2)
--------
Total Consolidated $32
========
<PAGE> 11
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1996
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- ----------- --------
ASSETS
FIXED ASSETS
Electric utility plant
General $4 $4
Less - Accumulated depreciation (1) (1)
-------- -------- --------
NET PLANT 3 3
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY COMPANIES (at equity) 3,914 3,914
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments 5 5
Advances to affiliates 208 208
Accounts receivable - Affiliated 162 162
Prepayments and other 8 8
-------- -------- --------
383 383
-------- -------- --------
DEFERRED CHARGES AND OTHER ASSETS 58 58
-------- -------- --------
$4,358 $0 $4,358
======== ======== ========
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value;
authorized 350,000,000 shares;
issued and outstanding 210,800,000 shares $737 $737
Paid-in capital 999 999
Retained earnings 1,996 1,996
-------- -------- --------
Total Common Stock Equity 3,732 3,732
-------- -------- --------
Long-term debt 0 0
-------- -------- --------
Total Capitalization 3,732 3,732
-------- -------- --------
CURRENT LIABILITIES
Short-term debt 378 378
Accounts payable and other 214 214
-------- -------- --------
592 592
-------- -------- --------
DEFERRED CREDITS 34 34
-------- -------- --------
$4,358 $0 $4,358
======== ======== ========
<PAGE> 12
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $152
Public Service Company of Oklahoma 35
Southwestern Electric Power Company 73
West Texas Utilities Company 17
SEEBOARD plc 62
Transok, Inc. 22
CSW Credit, Inc. 8
CSW Energy, Inc. (9)
CSW Leasing, Inc. 1
CSW International, Inc. (4)
CSW Communications, Inc. (3)
Enershop Inc. (1)
Central and South West Services, Inc. 0
Other Income 53
--------
$406
--------
EXPENSES AND TAXES
General and administrative expenses 32
Interest expense 59
Federal income taxes (4)
--------
87
--------
DISCONTINUED OPERATIONS
Gain on sale of discontinued operations, net of tax 113
--------
NET INCOME $432
========
<PAGE> 13
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
SEPTEMBER 30, 1996
UNAUDITED
(Millions)
DR CR
-------- --------
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
None
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
None
<PAGE> 14
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF CHANGES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
September 30, 1996, other than in the ordinary course of business. See CSW
Combined Quarterly Report on Form 10-Q for the quarter ended September 30,
1996.
<PAGE> 15
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1996
Common
Stock Preferred Long-term
Equity Stock Debt
-------- -------- --------
Central and South West Corporation
and Subsidiary Companies
(Consolidated) Per books 44.6% 3.9% 51.6%
Central and South West Corporation
and Subsidiary Companies
(Consolidated) Pro forma 44.6% 3.9% 51.6%
Central and South West Corporation (Corporate)
Per books 100.0% 0.0% 0.0%
Central and South West Corporation (Corporate)
Pro forma 100.0% 0.0% 0.0%
<PAGE> 16
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 1995 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
Page
Reference
1995 Annual Report on Form 10-K pages 2-32 through 2-67
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 000018540
<NAME> CENTRAL AND SOUTH WEST CORPORTION & SUBS
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> Sep-30-1996 Sep-30-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 8,250 8,250
<OTHER-PROPERTY-AND-INVEST> 56 56
<TOTAL-CURRENT-ASSETS> 2,152 2,152
<TOTAL-DEFERRED-CHARGES> 505 505
<OTHER-ASSETS> 2,629 2,629
<TOTAL-ASSETS> 13,592 13,592
<COMMON> 737 737
<CAPITAL-SURPLUS-PAID-IN> 999 999
<RETAINED-EARNINGS> 1,993 1,993
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,729 3,729
32 32
293 293
<LONG-TERM-DEBT-NET> 3,025 3,025
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 1,283 1,283
<COMMERCIAL-PAPER-OBLIGATIONS> 1,187 1,187
<LONG-TERM-DEBT-CURRENT-PORT> 60 60
1 1
<CAPITAL-LEASE-OBLIGATIONS> 7 7
<LEASES-CURRENT> 4 4
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,971 3,971
<TOT-CAPITALIZATION-AND-LIAB> 13,592 13,592
<GROSS-OPERATING-REVENUE> 4,806 4,806
<INCOME-TAX-EXPENSE> 233 233
<OTHER-OPERATING-EXPENSES> 3,815 3,815
<TOTAL-OPERATING-EXPENSES> 4,048 4,048
<OPERATING-INCOME-LOSS> 758 758
<OTHER-INCOME-NET> (45) (45)
<INCOME-BEFORE-INTEREST-EXPEN> 713 713
<TOTAL-INTEREST-EXPENSE> 399 399
<NET-INCOME> 450 450
18 18
<EARNINGS-AVAILABLE-FOR-COMM> 432 432
<COMMON-STOCK-DIVIDENDS> 348 348
<TOTAL-INTEREST-ON-BONDS> 216 216
<CASH-FLOW-OPERATIONS> 684 684
<EPS-PRIMARY> 2.13 2.13
<EPS-DILUTED> 2.13 2.13
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 002
<NAME> CENTRAL AND SOUTH WEST CORP.
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> Sep-30-1996 Sep-30-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 3 3
<OTHER-PROPERTY-AND-INVEST> 3,914 3,914
<TOTAL-CURRENT-ASSETS> 383 383
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 58 58
<TOTAL-ASSETS> 4,358 4,358
<COMMON> 737 737
<CAPITAL-SURPLUS-PAID-IN> 999 999
<RETAINED-EARNINGS> 1,996 1,996
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,732 3,732
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 378 378
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 248 248
<TOT-CAPITALIZATION-AND-LIAB> 4,358 4,358
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> (4) (4)
<OTHER-OPERATING-EXPENSES> 32 32
<TOTAL-OPERATING-EXPENSES> 28 28
<OPERATING-INCOME-LOSS> (28) (28)
<OTHER-INCOME-NET> 406 406
<INCOME-BEFORE-INTEREST-EXPEN> 378 378
<TOTAL-INTEREST-EXPENSE> 59 59
<NET-INCOME> 432 432
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 432 432
<COMMON-STOCK-DIVIDENDS> 349 349
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 339 339
<EPS-PRIMARY> 2.13 2.13
<EPS-DILUTED> 2.13 2.13
</TABLE>
