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<PAGE> 1
File No. 70-8345
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 TO
FORM U-1 APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________
CENTRAL POWER AND LIGHT COMPANY
539 North Carancahua Street
Corpus Christi, Texas 78401
PUBLIC SERVICE COMPANY OF OKLAHOMA
212 East 6th Street
Tulsa, Oklahoma 74119
SOUTHWESTERN ELECTRIC POWER COMPANY
428 Travis Street
Shreveport, Louisiana 71156
WEST TEXAS UTILITIES COMPANY
301 Cypress
Abilene, Texas 79601
(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 Power and Light Company, a Texas corporation ("CPL"), Public
Service Company of Oklahoma, an Oklahoma corporation ("PSO"), Southwestern
Electric Power Company, a Delaware corporation ("SWEPCO"), and West Texas
Utilities Company, a Texas corporation ("WTU"), are electric utility
subsidiaries of Central and South West Corporation ("CSW"), a registered
holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"). CPL, PSO, SWEPCO and WTU are referred to collectively
herein as the "CSW Companies." The CSW Companies hereby file this Amendment
No. 4 to the Form U-1 Application in this File No. 70-8345 for the purposes of
amending and restating Item 1 and filing Exhibit 2 thereto. In all other
respects, the Application as previously filed and as heretofore amended will
remain the same.
In Item 1 ("Description of Proposed Transaction"):
(a) the sixth paragraph (beginning with the words "The CSW Companies
anticipate") is hereby amended to insert the words "which shall" between the
words "percentage" and "not", and to insert the words "at any one time a
maximum" between the words "exceed" and "annual".
(b) the seventh paragraph (beginning with the words "The CSW
Companies will file") is hereby amended to insert the words", variable cost
and contribution to fixed cost" between the words "earned" and "by" under (3).
Item 1. Description of Proposed Transaction.
Item 1 is hereby restated in its entirety to read as follows:
The CSW Companies hereby request authority through July 1, 1999, to
lease owned unit trains and railcars to nonaffiliated third parties. By
orders dated March 22, 1989 (HCAR No. 24844; 70-7563), June 29, 1989 (HCAR No.
24914; 70-7656) and May 4, 1990 (HCAR No. 25085; 70-7683) (the "Orders"), the
<PAGE> 3
Commission authorized CPL, SWEPCO and PSO, respectively, to lease owned unit
trains and railcars to nonaffiliated third parties from time to time on a
short-term basis when not needed by CPL, PSO and SWEPCO through March 1, 1994,
June 1, 1994 and September 30, 1994, respectively. The unit trains and
railcars are used by CPL, PSO and SWEPCO to transport coal to CPL's Coleto
Creek electric generating plant located in Fannin, Texas, PSO's Northeastern
Power Station located in Oologah, Oklahoma, and SWEPCO's Welsh Power Plant
located near Cason, Texas and Flint Creek Power Plant located near Gentry,
Arkansas (the "Plants").
From time to time, the CSW Companies have been approached by other
utilities and by railroads seeking to enter into short-term leases of unit
trains and railcars, and the CSW Companies desire to take advantage of such
opportunities. On those occasions when coal inventory temporarily exceeds its
requirements or at such times when the Plants are inoperative for scheduled
maintenance, the CSW Companies do not need 100% of their unit trains and
railcars.
Lease terms will cover those periods during which the CSW Companies
do not need the unit trains and railcars for operations. Such periods will
generally range from as short as the time it takes to make one trip from the
location of a coal source to a Plant to as long as two months; however, if the
Plants were to be out of service, either for scheduled maintenance or for some
other unforeseen reason, such periods could extend up to ten months. Any
leases will provide for lease rates at or near market rates at the time such
leases are entered into.
<PAGE> 4
The CSW Companies' forecast of excess railcar capacity for 1994 is:
CPL PSO SWEPCO WTU
--- --- ------ ---
Current
number of
railcars 381 791 1472 0
Number of
railcars
to be leased
during 1994 0 2 1 0
The low projected number of excess cars during 1994 reflects current coal
inventories and maintenance schedules. The number of excess cars could be
significantly higher from time to time depending on these and other factors.
Recent railcar leasing experience for PSO and SWEPCO is as follows:
1992 and 1993 Leasing Summary:
PSO SWEPCO
--- ------
1992 0 0
1993 10/12 - 10/31 116 111 4th qtr
11/01 - 11/30 115
12/01 - 12/31 227
During the 1992-1993 period, CPL leased no railcars. WTU had no authority to
lease railcars during 1992 and 1993. PSO's leasing activity was high in the
fourth quarter of 1993 due to the flooding that occurred in the mid-western
United States during 1993. During the flooding numerous companies and plants
could not receive coal deliveries. Once the flooding subsided, shipments of
coal to this region increased, providing PSO an opportunity to lease railcars
that would not occur under normal circumstances.
Because of the circumstances under which opportunities to enter into
the proposed leases arise, the CSW Companies cannot anticipate when unit
trains and railcars will be available for leasing in sufficient time to seek
specific authority from the Commission. Requiring such authority would
preclude the CSW Companies from taking advantage of short-term opportunities
<PAGE> 5
to lease excess unit train and railcar capacity. Accordingly, the CSW
Companies request general authority to enter into lease transactions under the
circumstances described herein.
The CSW Companies anticipate that leases of owned unit trains and
railcars to nonaffiliated third parties will be a small percentage which shall
not expected to exceed at any one time a maximim annual average of 50% of
owned railcars for each CSW Company. The CSW Companies will only sublease
railcars if revenue generated by the sublease will cover all variable costs
and make a contribution to fixed costs. The reduction in fixed costs would
benefit customers. Rental income received from the leasing of unit trains and
railcars as proposed will be recorded as a credit to fuel stock account number
151 and will go to offset the depreciation of railcars and unit trains which
is charged to this account, thus reducing the overall cost of fuel to the CSW
Companies customers. Any leasing income in excess of the amount of
depreciation charged to account number 151 will be credited to rental income
account number 454.
The CSW Companies will file within 60 days after the end of each
calendar quarter pursuant to Rule 24 the following information for each CSW
Company: (1) period of time the railcars are leased; (2) number of railcars
leased; (3) revenues earned, variable cost and contribution to fixed cost by
month from leasing railcars to nonaffiliates; (4) average number of railcars
leased during the period and (5) average number of railcars owned during the
period.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibit:
Exhibit 2 - Financial Statements per books and pro forma as of
December 31, 1993 for CSW and the CSW Companies.
<PAGE> 6
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: June 7, 1994
CENTRAL POWER AND LIGHT COMPANY
By: DAVID P. SARTIN
David P. Sartin
Controller
PUBLIC SERVICE COMPANY OF OKLAHOMA
By: DAVID M. THOMISON
David M. Thomison
Treasurer
SOUTHWESTERN ELECTRIC POWER COMPANY
By: A. G. HAMMETT, III
A. G. Hammett, III
Treasurer
WEST TEXAS UTILITIES COMPANY
By: SHIRLEY BRIONES
Shirley Briones
Treasurer
<PAGE> 1
EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
- ------- ------- ------------
2 Financial Statements per books and pro Electronic
forma as of December 31, 1993 for CSW
and the CSW Companies.
<PAGE> 1
EXHIBIT 2
---------
INDEX
TO
FINANCIAL STATEMENTS
Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of March 31, 1994 3 - 4
Consolidated Statement of Income for the Twelve Months Ended
March 31, 1994 5
Consolidated Statement of Retained Earnings for the Twelve
Months Ended March 31, 1994 6
Statements of Long-Term Debt Outstanding as of March 31, 1994 7 - 10
Statements of Preferred Stock Outstanding as of March 31, 1994 11 - 12
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of March 31, 1994 13
Statement of Income for the Twelve Months Ended March 31, 1994 14
CENTRAL POWER AND LIGHT COMPANY
Balance Sheets - Per Books and Pro Forma as of March 31, 1994 15 - 16
Statement of Income for the Twelve Months Ended March 31, 1994 17
Statement of Retained Earnings for the Twelve Months Ended
March 31, 1994 18
PUBLIC SERVICE COMPANY OF OKLAHOMA
Balance Sheets - Per Books and Pro Forma as of March 31, 1994 19 - 20
Statement of Income for the Twelve Months Ended March 31, 1994 21
Statement of Retained Earnings for the Twelve Months Ended
March 31, 1994 22
SOUTHWESTERN ELECTRIC POWER COMPANY
Balance Sheets - Per Books and Pro Forma as of March 31, 1994 23 - 24
Statement of Income for the Twelve Months Ended March 31, 1994 25
Statement of Retained Earnings for the Twelve Months Ended
March 31, 1994 26
<PAGE> 2
INDEX
TO
FINANCIAL STATEMENTS
(CONTINUED)
Page
Number
WEST TEXAS UTILITIES COMPANY
Balance Sheets - Per Books and Pro Forma as of March 31, 1994 27 - 28
Statement of Income for the Twelve Months Ended March 31, 1994 29
Statement of Retained Earnings for the Twelve Months Ended
March 31, 1994 30
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 31
STATEMENT OF CHANGES 32
CAPITALIZATION RATIOS - Per books and Pro forma 33
NOTES TO FINANCIAL STATEMENTS 34
<PAGE> 3
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS NO PRO FORMA
ADJUSTMENTS
PLANT
Electric utility
Production $ 5,779 $ 5,779
Transmission 1,238 1,238
Distribution 2,402 2,402
General 726 726
Construction work in progress 384 384
Nuclear fuel 160 160
Gas 767 767
------ ------
11,456 11,456
Less - Accumulated depreciation 3,624 3,624
------ ------
7,832 7,832
------ ------
CURRENT ASSETS
Cash and temporary cash investments 71 71
Special deposits 1 1
Accounts receivable 662 662
Materials and supplies, at average cost 150 150
Fuel inventory, substantially at average cost 90 90
Gas inventory for resale,
substantially at LIFO 3 3
Unrecovered fuel cost 80 80
Prepayments and other 51 51
------ ------
1,108 1,108
------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 517 517
Mirror CWIP asset - net 329 329
Other non-utility investments 244 244
Income tax related regulatory asset - net 190 190
Other 270 270
------ ------
1,550 1,550
------ ------ ------
$10,490 $ $10,490
====== ====== ======
<PAGE> 4
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES NO PRO FORMA
ADJUSTMENTS
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value, authorized
350,000,000 shares; issued and outstanding
188,738,000 shares $ 661 $ 661
Paid-in capital 525 525
Retained earnings 1,716 1,716
------ ------
Total Common Stock Equity 2,902 2,902
Preferred stock
Not subject to mandatory redemption 292 292
Subject to mandatory redemption 55 55
Long-term debt 2,788 2,788
------ ------
Total Capitalization 6,037 6,037
------ ------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 14 14
Short-term debt 800 800
Short-term debt - CSW Credit 580 580
Accounts payable 265 265
Accrued taxes 55 55
Accrued interest 45 45
Accrued restructuring charges 97 97
Other 158 158
------ ------
2,014 2,014
------ ------
DEFERRED CREDITS
Income taxes 1,965 1,965
Investment tax credits 331 331
Mirror CWIP liability and other 143 143
------ ------
2,439 2,439
------ ------ ------
$10,490 $ $10,490
====== ====== ======
<PAGE> 5
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
OPERATING REVENUES $3,727
-----
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,247
Gas purchased for resale 384
Other operating 683
Restructuring charges 97
Maintenance 200
Depreciation and amortization 337
Taxes, other than Federal income 200
Federal income taxes 126
-----
3,274
-----
OPERATING INCOME 453
-----
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 74
Other 25
-----
99
-----
INCOME BEFORE INTEREST CHARGES 552
-----
INTEREST CHARGES
Interest on long-term debt 216
Interest on short-term debt and other 53
-----
269
-----
NET INCOME 283
Preferred stock dividends 19
-----
NET INCOME FOR COMMON STOCK $ 264
=====
<PAGE> 6
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT March 31, 1993 $1,761
Add: Net income for common stock 264
-----
2,025
Deduct: Common stock dividends 309
-----
RETAINED EARNINGS AT March 31, 1994 $1,716
=====
<PAGE> 7
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF MARCH 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 140
Series AA, 7-1/2%, due March 1, 2020 50
Series BB, 6%, due October 1, 1997 200
Series CC, 7-1/4%, due October 1, 2004 100
Series DD, 7-1/8%, due December 1, 1999 25
Series EE, 7-1/2%, due December 1, 2002 115
Series FF, 6-7/8%, due February 1, 2003 50
Series GG, 7-1/8%, due February 1, 2008 75
Series HH, 6%, due April 1, 2000 100
Series II, 7-1/2%, due April 1, 2023 100
Installment sales agreements -
Pollution control bonds
Series 1974 7-1/8%, due June 1, 2004 9
Series 1977 6%, due November 1, 2007 34
Series 1984 7-7/8%, due December 15, 2014 6
Series 1984 10-1/8%, due October 15, 2014 69
Series 1986 7-7/8%, due December 1, 2016 60
Series 1993 6%, due July 1, 2028 120
Unamortized discount (12)
Unamortized costs of reacquired debt (85)
-----
$1,364
-----
<PAGE> 8
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF MARCH 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
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 (21)
-----
$ 402
-----
<PAGE> 9
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series U, 9-1/8%, due November 1, 2019 4
Series V, 7-3/4%, due June 1, 2004 40
Series W, 6-1/8%, due December 1, 1999 40
Series X, 7%, due December 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
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1986, 8.2%, due July 1, 2014 82
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 1994 50
Railcar lease obligations 19
Unamortized discount (4)
Unamortized costs of reacquired debt (51)
-----
$ 600
-----
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
Series O, 9-1/4%, due December 1, 2019 63
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
7-7/8%, due December 15, 2014 44
Unamortized discount (1)
Unamortized costs of reacquired debt (29)
-----
$ 217
-----
<PAGE> 10
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF MARCH 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, 7.710%, 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, 2005 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
-----
TOTAL CONSOLIDATED $2,788
=====
<PAGE> 11
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF MARCH 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
2.69% Series, 750,000 shares 75
2.711% Series, 425,000 shares 42
2.688% Series, 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
=====
<PAGE> 12
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING (Continued)
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
SUBJECT TO MANDATORY REDEMPTION
CENTRAL POWER AND LIGHT COMPANY
10.05% Series, 188,500 shares $ 19
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 364,000 shares 36
-----
Total Consolidated $ 55
=====
<PAGE> 13
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
INVESTMENTS IN COMMON STOCK NO PRO FORMA
OF SUBSIDIARY ADJUSTMENTS
COMPANIES (at equity) $ 3,114 $ 3,114
----- -----
CURRENT ASSETS
Cash and temporary cash investments 11 11
Advances to affiliates 347 347
Prepayments and other 240 240
----- -----
598 598
----- -----
Deferred charges and other assets 27 27
----- ----- -----
$ 3,739 $ $ 3,739
===== ===== =====
COMMON STOCK EQUITY
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding
188,738,000 shares $ 661 $ 661
Paid-in capital 525 525
Retained earnings 1,716 1,716
----- -----
2,902 2,902
----- -----
CURRENT LIABILITIES
Short-term debt 800 800
Accounts payable and other 22 22
----- -----
822 822
----- -----
DEFERRED CREDITS 15 15
----- ----- -----
$ 3,739 $ $ 3,739
===== ===== =====
<PAGE> 14
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $129
Public Service Company of Oklahoma 40
Southwestern Electric Power Company 76
West Texas Utilities Company 25
Transok, Inc. 18
CSW Credit, Inc. 7
CSW Energy, Inc. (4)
CSW Leasing, Inc. -
Central and South West Services, Inc. -
Other Income 21
---
312
---
EXPENSES AND TAXES
General and administrative expenses 29
Interest expense 23
Federal income taxes (5)
Other 1
---
48
---
NET INCOME $264
===
<PAGE> 15
CENTRAL POWER AND LIGHT COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS NO PRO FORMA
ADJUSTMENTS
ELECTRIC UTILITY PLANT
Production $ 3,062 $ 3,062
Transmission 356 356
Distribution 785 785
General 212 212
Construction work in progress 175 175
Nuclear fuel 160 160
------ ------
4,750 4,750
Less - Accumulated depreciation
and amortization 1,294 1,294
------ ------
3,456 3,456
------ ------
CURRENT ASSETS
Cash and temporary cash investments 3 3
Special deposits 1 1
Accounts receivable 18 18
Materials and supplies, at average costs 64 64
Fuel inventory, at average cost 21 21
Unrecovered fuel cost 64 64
Prepayments and other 2 2
------ -----
173 173
------ -----
DEFERRED CHARGES AND OTHER ASSETS
Deferred STP costs 490 490
Mirror CWIP asset 329 329
Income tax related regulatory assets 273 273
Other 73 73
------ ------
1,165 1,165
------ ----- -----
$ 4,794 $ $ 4,794
====== ===== =====
<PAGE> 16
CENTRAL POWER AND LIGHT COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES NO PRO FORMA
ADJUSTMENTS
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 852 852
------ ------
Total common stock equity 1,426 1,426
Preferred stock
Not subject to mandatory redemption 250 250
Subject to mandatory redemption 19 19
Long-term debt 1,364 1,364
------ ------
Total capitalization 3,059 3,059
------ ------
CURRENT LIABILITIES
Long-term debt and preferred stock
due within twelve months 4 4
Advances from affiliates 225 225
Accounts payable 78 78
Accrued taxes 3 3
Accrued interest 21 21
Accrued restructuring charges 29 29
Other 29 29
------ ------
389 389
------ ------
DEFERRED CREDITS
Income taxes 1,072 1,072
Investment tax credits 163 163
Mirror CWIP liability and other 111 111
------ ------
1,346 1,346
------ ----- ------
$ 4,794 $ $ 4,794
====== ===== ======
<PAGE> 17
CENTRAL POWER AND LIGHT COMPANY
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
ELECTRIC OPERATING REVENUE $ 1,249
------
OPERATING EXPENSES AND TAXES
Fuel 360
Purchased power 72
Other operating 229
Restructuring charges 29
Maintenance 85
Depreciation and amortization 133
Taxes, other than Federal income 88
Federal income taxes 66
------
1,062
------
OPERATING INCOME 187
------
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 74
Other 3
------
77
------
INCOME BEFORE INTEREST CHARGES 264
------
INTEREST CHARGES
Interest on long-term debt 110
Interest on short-term debt and other 11
------
121
------
NET INCOME 143
PREFERRED STOCK DIVIDENDS 14
------
NET INCOME FOR COMMON STOCK $ 129
======
<PAGE> 18
CENTRAL POWER AND LIGHT COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT March 31, 1993 $ 880
Add: Net income (loss) for common stock 129
------
1,009
Deduct: Common stock dividends 157
------
RETAINED EARNINGS AT March 31, 1994 $ 852
======
<PAGE> 19
PUBLIC SERVICE COMPANY OF OKLAHOMA
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS NO PRO FORMA
ADJUSTMENTS
ELECTRIC UTILITY PLANT
Production $ 893 $ 893
Transmission 336 336
Distribution 632 632
General 147 147
Construction work in progress 60 602
------ ------
2,068 2,068
Less - Accumulated depreciation 815 815
------ ------
1,253 1,253
------ ------
CURRENT ASSETS
Cash and temporary cash investments 1 1
Accounts receivable 34 34
Materials and supplies, at average cost 38 38
Fuel inventory, at LIFO cost 18 18
Prepayments 3 3
------ ------
94 94
------ ------
DEFERRED CHARGES AND OTHER ASSETS 74 74
------ ------ ------
$ 1,421 $ $ 1,421
====== ====== ======
<PAGE> 20
PUBLIC SERVICE COMPANY OF OKLAHOMA
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES NO PRO FORMA
ADJUSTMENTS
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 97 97
------ ------
Total common stock equity 434 434
Preferred stock 20 20
Long-term debt 402 402
------ ------
Total capitalization 856 856
------ ------
CURRENT LIABILITIES
Advances from affiliates 63 63
Payable to affiliates 14 14
Accounts payable 34 34
Payables to customers 15 15
Accrued taxes 11 11
Accrued interest 5 5
Accrued restructuring charges 25 25
Other 39 39
------ ------
206 206
------ ------
DEFERRED CREDITS
Accumulated deferred income tax 263 263
Investment tax credits 51 51
Income tax related regulatory liabilities 21 21
Other 24 24
------ ------
359 359
------ ------ ------
$ 1,421 $ $ 1,421
====== ====== ======
<PAGE> 21
PUBLIC SERVICE COMPANY OF OKLAHOMA
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
ELECTRIC OPERATING REVENUE $ 720
------
OPERATING EXPENSES AND TAXES
Fuel 303
Purchased power 38
Other operating 127
Restructuring charges 25
Maintenance 45
Depreciation and amortization 61
Taxes, other than Federal income 29
Federal income taxes 20
------
648
------
OPERATING INCOME 72
------
OTHER INCOME AND DEDUCTIONS 2
------
INCOME BEFORE INTEREST CHARGES 74
------
INTEREST CHARGES
Interest on long-term debt 31
Interest on short-term debt and other 2
------
33
------
NET INCOME 41
PREFERRED STOCK DIVIDENDS 1
------
NET INCOME FOR COMMON STOCK $ 40
======
<PAGE> 22
PUBLIC SERVICE COMPANY OF OKLAHOMA
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT March 31, 1993 $ 99
Add: Net income (loss) for common stock 40
------
139
Deduct: Common stock dividends 42
------
RETAINED EARNINGS AT March 31, 1994 $ 97
======
<PAGE> 23
SOUTHWESTERN ELECTRIC POWER COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS NO PRO FORMA
ADJUSTMENTS
ELECTRIC UTILITY PLANT
Production $ 1,398 $ 1,398
Transmission 355 355
Distribution 691 691
General 197 197
Construction work in progress 124 124
------ ------
2,765 2,765
Less - Accumulated depreciation 968 968
------ ------
1,797 1,797
------ ------
CURRENT ASSETS
Cash and temporary cash investments 8 8
Accounts receivable 29 29
Materials and supplies, at average costs 25 25
Fuel inventory, at average cost 37 37
Prepayments and other 17 17
------ ------
116 116
------ ------
DEFERRED CHARGES AND OTHER ASSETS 60 60
------ ------ ------
$ 1,973 $ $ 1,973
====== ====== ======
<PAGE> 24
SOUTHWESTERN ELECTRIC POWER COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES NO PRO FORMA
ADJUSTMENTS
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 273 273
------ ------
Total common stock equity 654 654
Preferred stock
Not subject to mandatory redemption 16 16
Subject to mandatory redemption 36 36
Long-term debt 600 600
------ ------
Total capitalization 1,306 1,306
------ ------
CURRENT LIABILITIES
Long-term debt due within twelve months 5 5
Advances from affiliates 24 24
Accounts payable 34 34
Customer deposits 14 14
Fuel refunds due customers 4 4
Accrued taxes 32 32
Accrued interest 12 12
Accrued restructuring charges 25 25
Other 19 19
------ ------
169 169
------ ------
DEFERRED CREDITS
Income taxes 336 336
Investment tax credits 84 84
Income tax related regulatory
liabilities - net 52 52
Other 26 26
------ ------
498 498
------ ------ ------
$ 1,973 $ $ 1,973
====== ====== ======
<PAGE> 25
SOUTHWESTERN ELECTRIC POWER COMPANY
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
ELECTRIC OPERATING REVENUE $ 852
------
OPERATING EXPENSES AND TAXES
Fuel 368
Purchased power 15
Other Operating 124
Restructuring charges 25
Maintenance 49
Depreciation and amortization 76
Taxes, other than Federal income 48
Federal income taxes 28
------
733
------
OPERATING INCOME 119
------
OTHER INCOME AND DEDUCTIONS 6
------
INCOME BEFORE INTEREST CHARGES 125
------
INTEREST CHARGES
Interest on long-term debt 41
Interest on short-term debt and other 4
------
45
------
NET INCOME 80
PREFERRED STOCK DIVIDENDS 3
------
NET INCOME FOR COMMON STOCK $ 77
======
<PAGE> 26
SOUTHWESTERN ELECTRIC POWER COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT March 31, 1993 $ 272
Add: Net income (loss) for common stock 77
------
349
Deduct: Common stock dividends 76
------
RETAINED EARNINGS AT March 31, 1994 $ 273
======
<PAGE> 27
WEST TEXAS UTILITIES COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS NO PRO FORMA
ADJUSTMENTS
ELECTRIC UTILITY PLANT
Production $ 425 $ 425
Transmission 191 191
Distribution 295 295
General 71 71
Construction work in progress 17 17
------ ------
999 999
Less - Accumulated depreciation 345 345
------ ------
654 654
------ ------
CURRENT ASSETS
Cash 5 5
Accounts receivable 21 21
Materials and supplies, at average costs 15 15
Fuel oil inventory, at average cost 9 9
Coal inventory, at LIFO cost 5 5
Unrecovered fuel costs 5 5
Prepayments and other 3 3
------ ------
63 63
------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred Oklaunion costs 28 28
Other 19 19
------ ------
47 47
------ ------
$ 764 $ 764
====== ======
<PAGE> 28
WEST TEXAS UTILITIES COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES NO PRO FORMA
ADJUSTMENTS
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 125 125
------ ------
Total common stock equity 264 264
Preferred stock
Not subject to mandatory redemption 6 6
Long-term debt 217 217
------ ------
Total capitalization 487 487
------ ------
CURRENT LIABILITIES
Long-term debt /
preferred stock due within twelve months 5 5
Advances from affiliates 29 29
Accounts payable 23 23
Accrued taxes 7 7
Accrued interest 6 6
Accrued restructuring charges 15 15
Other 3 3
------ ------
88 88
------ ------
DEFERRED CREDITS
Income taxes 138 138
Investment tax related regulatory
liabilities - net 10 10
Investment tax credits 33 33
Other 8 8
------ ------
189 189
------ ------
$ 764 $ 764
====== ======
<PAGE> 29
WEST TEXAS UTILITIES COMPANY
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
ELECTRIC OPERATING REVENUE $ 356
------
OPERATING EXPENSES AND TAXES
Fuel 146
Purchased power 6
Other Operating 62
Restructuring charges 15
Maintenance 14
Depreciation and amortization 31
Taxes, other than Federal income 23
Federal income taxes 13
------
310
------
OPERATING INCOME 46
------
OTHER INCOME AND DEDUCTIONS 2
------
INCOME BEFORE INTEREST CHARGES 48
------
INTEREST CHARGES
Interest on long-term debt 19
Interest on short-term debt and other 3
------
22
------
NET INCOME 26
PREFERRED STOCK DIVIDENDS 1
------
NET INCOME FOR COMMON STOCK $ 25
======
<PAGE> 30
WEST TEXAS UTILITIES COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT March 31, 1993 $ 132
Add: Net income (loss) for common stock 25
------
157
Deduct: Common stock dividends 32
------
RETAINED EARNINGS AT March 31, 1994 $ 125
======
<PAGE>
<PAGE> 31
<TABLE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
MARCH 31, 1994
UNAUDITED
(Millions)
<CAPTION>
Central Central
and South and South
West West Central Public
Corporation Central Power Service Southwester West
and and South and Company Electric Texas
Subsidiary West Light of Power Utilities
Companies Corporation Company Oklahoma Company Company
<S> <C> <C> <C> <C> <C> <C>
NO PRO FORMA ADJUSTMENTS
</TABLE>
<PAGE>
<PAGE> 32
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, 1993, other than in the ordinary course of business.
<PAGE> 33
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1994
Common Stock Preferred Long-term
Equity Stock Debt(*) Total
------------ --------- --------- -----
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Per books 48.1% 5.7% 46.2% 100.0%
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Pro forma NO PRO FORMA ADJUSTMENTS
Central and South West
Corporation Per books 100.0% - - 100.0%
Central and South West
Corporation Pro forma NO PRO FORMA ADJUSTMENTS
Central Power and Light
Company Per books 46.6% 8.8% 44.6% 100.0%
Central Power and Light
Company Pro forma NO PRO FORMA ADJUSTMENTS
Public Service Company of
Oklahoma Per books 50.7% 2.3% 47.0% 100.0%
Public Service Company of
Oklahoma Pro forma NO PRO FORMA ADJUSTMENTS
Southwestern Electric
Power Company Per books 50.1% 4.0% 45.9% 100.0%
Southwestern Electric
Power Company Pro forma NO PRO FORMA ADJUSTMENTS
West Texas Utilities
Company Per books 54.2% 1.2% 44.6% 100.0%
West Texas Utilities
Company Pro forma NO PRO FORMA ADJUSTMENTS
(*) Includes Transok's Medium-Term Notes Payable
<PAGE> 34
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 1993 Annual Report are hereby incorporated by
reference and made a part of this report.
Page
Reference
1993 Annual Report 42 - 61
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