<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
EMPLOYEES' THRIFT PLAN OF THE
TEXAS UTILITIES COMPANY SYSTEM
Commission File No. 1-3591
________________________
TEXAS UTILITIES COMPANY
Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
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<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
FINANCIAL STATEMENTS
The following statements are furnished for the Plan:
Statement of Net Assets Available for Benefits,
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Statement of Net Assets Available for Benefits,
December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Changes in Net Assets Available for Benefits,
for the Year Ended December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . 3
Statement of Changes in Net Assets Available for Benefits,
for the Year Ended December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes,
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Schedule of Reportable Transactions for the Year Ended
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
EXHIBITS
The following exhibit is filed herewith:
Independent Auditors' Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
<PAGE> 3
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Bond Interest Equity
Common Index Income Income
TOTAL Stock Fund Fund Fund
------------ ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments - at fair value (Notes 3 and 4):
Common Stock of Texas Utilities Company . . $499,188,126 $499,188,126 $ -- $ -- $ --
Mutual funds . . . . . . . . . . . . . . . 112,611,238 -- 9,265,513 -- 39,313,479
Guaranteed contracts . . . . . . . . . . . 40,785,338 -- -- 40,785,338 --
Money market funds . . . . . . . . . . . . 3,423,868 779,144 -- 2,644,724 --
FNMA/FHLMC* . . . . . . . . . . . . . . . . 13,626,349 -- -- 13,626,349 --
Participant loans receivable . . . . . . . 7,747,105 3,725,038 308,639 874,825 614,345
------------ ------------ ---------- ----------- -----------
Total investments . . . . . . . . . . 677,382,024 503,692,308 9,574,152 57,931,236 39,927,824
Cash . . . . . . . . . . . . . . . . . . . . . 1,721,274 -- -- 1,554,273 46,102
Contributions receivable from
Employer-corporations 3,271,461 1,349,647 116,403 438,692 381,647
Dividends receivable . . . . . . . . . . . . . 9,473,842 9,473,842 -- -- --
Interest receivable . . . . . . . . . . . . . 91,445 8,988 -- 82,457 --
------------ ------------ ---------- ----------- -----------
Total assets . . . . . . . . . . . . . . . 691,940,046 514,524,785 9,690,555 60,006,658 40,355,573
LIABILITIES
Note payable (Note 3) . . . . . . . . . . . . 250,000,000 250,000,000 -- -- --
Accrued interest payable . . . . . . . . . . . 5,654,375 5,654,375 -- -- --
------------ ------------ ---------- ----------- -----------
Total liabilities . . . . . . . . . . 255,654,375 255,654,375 -- -- --
NET ASSETS AVAILABLE FOR BENEFITS . . . . . . . . $436,285,671 $258,870,410 $9,690,555 $60,006,658 $40,355,573
============ ============ ========== =========== ===========
<CAPTION>
Equity Equity
Index Balanced Growth
Fund Fund Fund
---------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments - at fair value (Notes 3 and 4):
Common Stock of Texas Utilities Company . . $ -- $ -- $ --
Mutual funds . . . . . . . . . . . . . . . 13,926,893 15,936,106 34,169,247
Guaranteed contracts . . . . . . . . . . . -- -- --
Money market funds . . . . . . . . . . . . -- -- --
FNMA/FHLMC* . . . . . . . . . . . . . . . . --
Participant loans receivable . . . . . . . 424,752 573,326 1,226,180
----------- ----------- -----------
Total investments . . . . . . . . . . 14,351,645 16,509,432 35,395,427
Cash . . . . . . . . . . . . . . . . . . . . . 36,199 -- 84,700
Contributions receivable from 236,311 176,114 572,647
Employer-corporations
Dividends receivable . . . . . . . . . . . . . -- -- --
Interest receivable . . . . . . . . . . . . . -- -- --
----------- ----------- -----------
Total assets . . . . . . . . . . . . . . . 14,624,155 16,685,546 36,052,774
LIABILITIES
Note payable (Note 3) . . . . . . . . . . . . -- -- --
Accrued interest payable . . . . . . . . . . . -- -- --
----------- ----------- -----------
Total liabilities . . . . . . . . . . -- -- --
NET ASSETS AVAILABLE FOR BENEFITS . . . . . . . . $14,624,155 $16,685,546 $36,052,774
=========== =========== ===========
</TABLE>
* Federal National Mortgage Association/Federal Home Loan Mortgage Corporation
See accompanying Notes to Financial Statements.
1
<PAGE> 4
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Bond Interest Equity
Common Index Income Income
TOTAL Stock Fund Fund Fund
------------ ----------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments - at fair value (Notes 3 and 4):
Common Stock of Texas Utilities Company . . $376,067,206 $376,067,206 $ -- $ -- $ --
Mutual funds . . . . . . . . . . . . . . . 71,498,883 -- 7,522,604 -- 25,329,111
Guaranteed contracts . . . . . . . . . . . 43,254,159 -- -- 43,254,159 --
Money market funds . . . . . . . . . . . . 6,061,223 357,044 -- 5,704,179 --
FNMA . . . . . . . . . . . . . . . . . . . 3,890,589 -- -- 3,890,589 --
Participant loans receivable . . . . . . . 3,644,676 1,448,229 157,942 496,456 326,338
------------ ------------ ---------- ----------- -----------
Total investments . . . . . . . . . . 504,416,736 377,872,479 7,680,546 53,345,383 25,655,449
Cash . . . . . . . . . . . . . . . . . . . . 186,439 179,944 -- -- --
Contributions receivable from
Employer-corporations . . . . . . . . . . . 3,725,694 1,902,701 124,228 428,580 323,922
Dividends receivable . . . . . . . . . . . . . 10,633,250 10,633,250 -- -- --
Interest receivable . . . . . . . . . . . . . 35,583 9,189 -- 26,394 --
------------ ------------ ---------- ----------- -----------
Total assets . . . . . . . . . . . . 518,997,702 390,597,563 7,804,774 53,800,357 25,979,371
LIABILITIES
Note payable (Note 3) . . . . . . . . . . . . 250,000,000 250,000,000 -- -- --
Accrued interest payable . . . . . . . . . . . 5,654,375 5,654,375 -- -- --
------------ ------------ ---------- ----------- -----------
Total liabilities . . . . . . . . . . 255,654,375 255,654,375 -- -- --
------------ ------------ ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS . . . . . . . . $263,343,327 $134,943,188 $7,804,774 $53,800,357 $25,979,371
============ ============ ========== =========== ===========
<CAPTION>
Equity Equity
Index Balanced Growth
Fund Fund Fund
---------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments - at fair value (Notes 3 and 4):
Common Stock of Texas Utilities Company . . $ -- $ -- $ --
Mutual funds . . . . . . . . . . . . . . . 7,113,169 11,444,419 20,089,580
Guaranteed contracts . . . . . . . . . . . -- -- --
Money market funds . . . . . . . . . . . . -- -- --
FNMA . . . . . . . . . . . . . . . . . . . -- -- --
Participant loans receivable . . . . . . . 219,629 369,074 627,008
---------- ----------- -----------
Total investments . . . . . . . . . . 7,332,798 11,813,493 20,716,588
Cash . . . . . . . . . . . . . . . . . . . . 135 -- 6,360
Contributions receivable from
Employer-corporations . . . . . . . . . . . 173,679 244,266 528,318
Dividends receivable . . . . . . . . . . . . . -- -- --
Interest receivable . . . . . . . . . . . . . -- -- --
---------- ----------- -----------
Total assets . . . . . . . . . . . . 7,506,612 12,057,759 21,251,266
LIABILITIES
Note payable (Note 3) . . . . . . . . . . . . -- -- --
Accrued interest payable . . . . . . . . . . . -- -- --
---------- ----------- -----------
Total liabilities . . . . . . . . . . -- -- --
---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS . . . . . . . . $7,506,612 $12,057,759 $21,251,266
========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
2
<PAGE> 5
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Bond Interest Equity
Common Index Income Income
TOTAL Stock Fund Fund Fund
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR . . . . . . . . . . . . . . $263,343,327 $134,943,188 $7,804,774 $53,800,357 $25,979,371
ADDITIONS
Income:
Dividends . . . . . . . . . . . . . . . . . 39,556,096 33,850,912 562,969 -- 2,127,587
Interest:
Investments . . . . . . . . . . . . . . . 4,331,231 85,034 -- 4,246,197 --
Loans . . . . . . . . . . . . . . . . . . 475,198 215,119 15,764 57,759 46,944
------------ ------------ ---------- ----------- -----------
Total income . . . . . . . . . . . . 44,362,525 34,151,065 578,733 4,303,956 2,174,531
Contributions:
Participating employees' savings . . . . . 35,876,233 12,094,795 1,488,302 5,735,565 4,416,107
Employer-corporations
(less forfeitures of $36,683) . . . . . . 11,779,163 11,779,163 -- -- --
------------ ------------ ---------- ----------- -----------
Total contributions . . . . . . . . . 47,655,396 23,873,958 1,488,302 5,735,565 4,416,107
Net appreciation in fair value of
investments . . . . . . . . . . . . . . . . . 125,299,122 107,014,981 739,765 -- 7,360,769
------------ ------------ ---------- ----------- -----------
Total additions . . . . . . . . . . . 217,317,043 165,040,004 2,806,800 10,039,521 13,951,407
DEDUCTIONS
Distributions to withdrawing participants . . 19,414,635 11,352,113 338,354 4,808,494 1,333,178
Interest expense and other fees (Note 3) . . . 24,960,064 24,867,339 -- 92,725 --
------------ ------------ ---------- ----------- -----------
Total deductions . . . . . . . . . . 44,374,699 36,219,452 338,354 4,901,219 1,333,178
TRANSFERS FOR REINVESTMENTS -- Net . . . . . . . -- (4,893,330) (582,665) 1,067,999 1,757,973
------------ ------------ ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR . . . . . . . . . . . . . . . . . $436,285,671 $258,870,410 $9,690,555 $60,006,658 $40,355,573
============ ============ ========== =========== ===========
<CAPTION>
Equity Equity
Index Balanced Growth
Fund Fund Fund
----------- ----------- -----------
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR . . . . . . . . . . . . . . $ 7,506,612 $12,057,759 $21,251,266
ADDITIONS
Income:
Dividends . . . . . . . . . . . . . . . . . 296,750 1,265,389 1,452,489
Interest:
Investments . . . . . . . . . . . . . . . -- -- --
Loans . . . . . . . . . . . . . . . . . . 27,088 30,491 82,033
----------- ----------- -----------
Total income . . . . . . . . . . . . 323,838 1,295,880 1,534,522
Contributions:
Participating employees' savings . . . . . 2,511,093 2,928,709 6,701,662
Employer-corporations
(less forfeitures of $36,683) . . . . . . -- -- --
----------- ----------- -----------
Total contributions . . . . . . . . . 2,511,093 2,928,709 6,701,662
Net appreciation in fair value of
investments . . . . . . . . . . . . . . . . . 2,776,470 1,356,448 6,050,689
----------- ----------- -----------
Total additions . . . . . . . . . . . 5,611,401 5,581,037 14,286,873
DEDUCTIONS
Distributions to withdrawing participants . . 245,038 408,029 929,429
Interest expense and other fees (Note 3) . . . -- -- --
----------- ----------- -----------
Total deductions . . . . . . . . . . 245,038 408,029 929,429
TRANSFERS FOR REINVESTMENTS -- Net . . . . . . . 1,751,180 (545,221) 1,444,064
----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR . . . . . . . . . . . . . . . . . $14,624,155 $16,685,546 $36,052,774
=========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
3
<PAGE> 6
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Bond Interest Equity
Common Index Income Income
TOTAL Stock Fund Fund Fund
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR . . . . . . . . . . . . . . $351,312,680 $239,073,564 $6,584,276 $45,468,614 $22,583,184
ADDITIONS (REDUCTIONS)
Income:
Dividends . . . . . . . . . . . . . . . . . 39,835,470 35,490,230 474,721 -- 2,382,317
Interest:
Investments . . . . . . . . . . . . . . . 3,849,474 61,372 -- 3,788,102 --
Loans . . . . . . . . . . . . . . . . . . 131,833 50,777 5,585 18,944 13,773
------------ ------------ ---------- ----------- -----------
Total income . . . . . . . . . . . . 43,816,777 35,602,379 480,306 3,807,046 2,396,090
Contributions:
Participating employees' savings . . . . . 34,662,008 11,869,239 1,693,673 5,075,508 3,885,922
Employer-corporations
(less forfeitures of $84,265) . . . . . . 7,761,346 7,761,346 -- -- --
------------ ------------ ---------- ----------- -----------
Total contributions . . . . . . . . . 42,423,354 19,630,585 1,693,673 5,075,508 3,885,922
Net depreciation in fair value of
investments . . . . . . . . . . . . . . . . (130,695,901) (125,125,172) (631,415) -- (2,340,764)
------------ ------------ ---------- ----------- -----------
Total additions (reductions) . . . . (44,455,770) (69,892,208) 1,542,564 8,882,554 3,941,248
DEDUCTIONS
Distributions to withdrawing participants . . 18,560,713 11,741,640 419,043 3,694,045 1,375,137
Interest expense and other fees (Note 3) . . . 24,952,870 24,867,309 -- 85,561 --
------------ ------------ ---------- ----------- -----------
Total deductions . . . . . . . . . . 43,513,583 36,608,949 419,043 3,779,606 1,375,137
TRANSFERS FOR REINVESTMENTS -- Net . . . . . . . -- 2,370,781 96,977 3,228,795 830,076
------------ ------------ ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR . . . . . . . . . . . . . . . . . $263,343,327 $134,943,188 $7,804,774 $53,800,357 $25,979,371
============ ============ ========== =========== ===========
<CAPTION>
Equity Equity Unallocated
Index Balanced Growth Assets -
Fund Fund Fund SESCO
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR . . . . . . . . . . . . . . $5,169,864 $10,387,074 $15,325,492 $ 6,720,612
ADDITIONS (REDUCTIONS)
Income:
Dividends . . . . . . . . . . . . . . . . . 241,995 345,998 900,209 --
Interest:
Investments . . . . . . . . . . . . . . . -- -- -- --
Loans . . . . . . . . . . . . . . . . . . 7,699 10,849 24,206 --
---------- ----------- ----------- -----------
Total income . . . . . . . . . . . . 249,694 356,847 924,415
Contributions:
Participating employees' savings . . . . . 2,166,789 3,317,053 6,653,824 --
Employer-corporations --
(less forfeitures of $84,265) . . . . . . -- -- -- --
---------- ----------- ----------- -----------
Total contributions . . . . . . . . . 2,166,789 3,317,053 6,653,824 --
Net depreciation in fair value of
investments . . . . . . . . . . . . . . . . (169,729) (940,999) (1,487,822) --
---------- ----------- ----------- -----------
Total additions (reductions) . . . . 2,246,754 2,732,901 6,090,417 --
DEDUCTIONS
Distributions to withdrawing participants . . 252,273 396,041 682,534 --
Interest expense and other fees (Note 3) . . . -- -- -- --
---------- ----------- ----------- -----------
Total deductions . . . . . . . . . . 252,273 396,041 682,534 --
TRANSFERS FOR REINVESTMENTS -- Net . . . . . . . 342,267 (666,175) 517,891 (6,720,612)
---------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR . . . . . . . . . . . . . . . . . $7,506,612 $12,057,759 $21,251,266 $ --
========== =========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
4
<PAGE> 7
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Employees' Thrift Plan of the Texas
Utilities Company System (Plan) is provided for general information purposes
only. Reference is made to the Plan document for more complete information.
General -- The Plan is a defined contribution plan established in 1968 by
Texas Utilities Company and its subsidiaries (Employer-corporations). The
Employees' Thrift Plan Committee manages the operation and administration of
the Plan. Mellon Bank, N.A. serves as trustee (Trustee) and manages the assets
of the Plan. In 1990, the Plan was amended to establish a leveraged employee
stock ownership provision. (See Note 3.) The Plan was again amended effective
as of January 1, 1993. Such amendments to the Plan, among other things,
established a pre-tax deferral feature in accordance with Section 401(k) of the
Internal Revenue Code of 1986, as amended (Code). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA).
The plan is intended to be a participant directed "individual account
plan" under ERISA Section 404(c). As such, the fiduciaries of the Plan are not
liable for any losses that are the direct and necessary result of participant
investment decisions. Participation in the Plan by employees of the
Employer-corporations who meet certain eligibility requirements is entirely
voluntary.
The Plan includes seven investment options, or funds:
o Common Stock of Texas Utilities Company (Common Stock) -- invests
exclusively in Common Stock of Texas Utilities Company (Company);
o Investment Grade Bond Index Fund (Bond Index Fund) -- purchases
units in the Vanguard Bond Index Fund (Total Bond Market
Portfolio);
o Interest Income Fund -- invests in fixed-rate contracts with
insurance companies and other financial institutions;
o Equity Income Fund -- purchases units in the Fidelity Equity-Income
Fund, which consists primarily of income-producing equity
securities;
o Equity Index Fund -- purchases units in the Fidelity U.S. Equity
Index Portfolio, which consists primarily of common stocks included
in the Standard & Poor's 500 Index;
o Balanced Fund -- purchases units in the Hotchkis and Wiley Balanced
Income Fund*, which consists primarily of investments in equity
securities, fixed income securities and money market obligations;
and
o Equity Growth Fund -- purchases units in the IDS New Dimensions
Fund (Class Y), which invests primarily in common stocks of
companies showing potential for significant growth, and also
invests in foreign securities and futures transactions.
*The Phoenix Balanced Fund Series was replaced with the Hotchkis & Wiley
Balanced Income Fund effective as of December 29, 1995. The new balanced fund
has basically the same investment strategies as the previous balanced fund.
Eligibility, Participation and Employee Savings -- Any regular employee
of an Employer-corporation is eligible to participate in the Plan after
completion of at least six months of service prior to the date the employee's
participation is to be effective. An eligible employee has completed six
months of service after completing at least 500 hours of service during any
six-month period.
Under the Plan, except as limited by law, a participating employee may
invest, through pre-tax salary deferrals (Salary Deferrals) or after tax
payroll deductions (Payroll Deductions) each payroll period, a specified amount
ranging from 1% to 6% of regular salary or wages (Basic Employee Savings).
Participants electing the maximum Basic Employee Savings investment may also
invest, through Salary Deferrals or Payroll Deductions each payroll period, an
additional 1% to 10% of regular salary or wages (Supplemental Employee
Savings).
5
<PAGE> 8
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Employees' Thrift Plan of the Texas
Utilities Company System (Plan) is provided for general information purposes
only. Reference is made to the Plan document for more complete information.
General -- The Plan is a defined contribution plan established in 1968
by Texas Utilities Company and its subsidiaries (Employer-corporations). The
Employees' Thrift Plan Committee manages the operation and administration of
the Plan. Mellon Bank, N.A. serves as trustee (Trustee) and manages the assets
of the Plan. In 1990, the Plan was amended to establish a leveraged employee
stock ownership provision. (See Note 3.) The Plan was again amended effective
as of January 1, 1993. Such amendments to the Plan, among other things,
established a pre-tax deferral feature in accordance with Section 401(k) of the
Internal Revenue Code of 1986, as amended (Code). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA).
The plan is intended to be a participant directed "individual account
plan" under ERISA Section 404(c). As such, the fiduciaries of the Plan are not
liable for any losses that are the direct and necessary result of participant
investment decisions. Participation in the Plan by employees of the
Employer-corporations who meet certain eligibility requirements is entirely
voluntary.
The Plan includes seven investment options, or funds:
- Common Stock of Texas Utilities Company (Common
Stock) -- invests exclusively in Common Stock of
Texas Utilities Company (Company);
- Investment Grade Bond Index Fund (Bond Index Fund) --
purchases units in the Vanguard Bond Index Fund
(Total Bond Market Portfolio);
- Interest Income Fund -- invests in fixed-rate
contracts with insurance companies and other
financial institutions;
- Equity Income Fund -- purchases units in the Fidelity
Equity-Income Fund, which consists primarily of
income-producing equity securities;
- Equity Index Fund -- purchases units in the Fidelity
U.S. Equity Index Portfolio, which consists primarily
of common stocks included in the Standard & Poor's
500 Index;
- Balanced Fund -- purchases units in the Hotchkis and
Wiley Balanced Income Fund*, which consists primarily
of investments in equity securities, fixed income
securities and money market obligations; and
- Equity Growth Fund -- purchases units in the IDS New
Dimensions Fund (Class Y), which invests primarily in
common stocks of companies showing potential for
significant growth, and also invests in foreign
securities and futures transactions.
*The Phoenix Balanced Fund Series was replaced with the Hotchkis & Wiley
Balanced Income Fund effective as of December 29, 1995. The new balanced fund
has basically the same investment objectives as the previous balanced fund.
Eligibility, Participation and Employee Savings -- Any regular
employee of an Employer-corporation is eligible to participate in the Plan
after completion of at least six months of service prior to the date the
employee's participation is to be effective. An eligible employee has completed
six months of service after completing at least 500 hours of service during any
six-month period.
Under the Plan, except as limited by law, a participating employee may
invest, through pre-tax salary deferrals (Salary Deferrals) or after tax
payroll deductions (Payroll Deductions) each payroll period, a specified amount
ranging from 1% to 6% of regular salary or wages (Basic Employee Savings).
Participants electing the maximum Basic Employee Savings investment may also
invest, through Salary Deferrals or Payroll Deductions each payroll period, an
additional 1% to 10% of regular salary or wages (Supplemental Employee
Savings).
5
<PAGE> 9
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Employer Matching Contributions -- Matching contributions to participant
accounts by the Employer-corporations are made based on the participants' Basic
Employee Savings and years of service as follows:
Less than 10 years . . . . . . . . . . . . . . . . . . 40%
10 years but less than 25 years . . . . . . . . . . . . 50%
25 years or more . . . . . . . . . . . . . . . . . . . 60%
No employer contributions are made with respect to Supplemental Employee
Savings.
Investment of Funds -- All employer matching contributions, except as
provided below, are invested in Common Stock of the Company; however, each
participant has the following expanded options with respect to the investment
of Basic and Supplemental Employee Savings:
100% in Common Stock;
100% in Bond Index Fund;
100% in Interest Income Fund;
100% in Equity Income Fund;
100% in Equity Index Fund;
100% in Balanced Fund;
100% in Equity Growth Fund; and
Multiples (in 10% increments) of the investment options listed above.
A participant may change selected investment options for Employee Savings
as often as once a quarter by liquidating the investments attributable to Basic
and Supplemental Employee Savings and reinvesting such amounts in other
investment options as may be permitted under the Plan.
A participant who has completed at least ten years of Plan participation
and attained age 55 may annually instruct the Trustee to diversify up to 25% of
such participant's employer contributions account (reduced by amounts
previously so diversified) in the same proportion as the participant may
diversify such Basic and Supplemental Employee Savings. At age 60, a
participant may annually diversify up to 50% of such employer contributions
account (reduced by amounts previously so diversified).
Unit Values -- Participants do not have beneficial ownership in specific
securities or other assets in the various funds other than Common Stock, but
have an interest therein represented by units valued as of the close of each
business day. Generally, contributions to and withdrawal payments from each
fund are converted to units by dividing the amounts of such transactions by the
unit value as last determined, and the appropriate account is charged or
credited with the number of units properly attributable to the participant.
Voting of Common Stock -- Each participant may give the Trustee
confidential written instructions with respect to the voting, at any meeting of
shareholders, of the Common Stock allocated to the participant's account.
Effective January 1, 1993, the unallocated Common Stock held pursuant to the
leveraged employee stock ownership component of the Plan may be voted by the
Trustee in its discretion unless otherwise directed pursuant to a voting
procedure agreement. Prior to January 1, 1993, the Trustee was required to
vote any unallocated Common Stock, as well as any Common Stock held in a
participant's account where the Trustee had not received written voting
instructions from the participant at least ten days prior to the date of the
meeting at which the vote was to be taken, provided that unallocated Common
Stock held pursuant to the leveraged employee stock ownership component of the
Plan would be voted by
6
<PAGE> 10
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
the Trustee, to the extent permitted by law, in the same proportion as the
Common Stock allocated to participants' accounts was voted. There was no
change in the voting requirements for allocated shares where the Trustee was
not provided voting instructions by the participant.
Withdrawal from the Plan -- A participant may withdraw a portion of Basic
and Supplemental Employee Savings without necessitating a total withdrawal from
the Plan and may exercise the limited privilege of partial withdrawal at any
time after twelve months of participation in the Plan. Partial withdrawal may
be in any amount up to 90% of the current value of the participant's Basic and
Supplemental Employee Savings, or 90% of market value, whichever is less. A
further partial withdrawal by a participant may not be made until after the
expiration of twelve months following the last previous partial withdrawal.
In the event of a partial withdrawal, such amount will be paid to the
participant in cash or in shares of Common Stock to the extent such stock is
held in the participant's account for Basic and Supplemental Employee Savings,
at the option of the participant. No partial withdrawal may be made of
Elective Deferrals, Rollover Contributions, Employer matching contributions, or
income from such deferrals or contributions. A participant may repay to the
Trustee the amounts of any partial withdrawal made after January 1, 1976, at
any time. Partial withdrawal by a participant does not terminate participation
in the Plan.
A participant may withdraw entirely from the Plan at any time even though
the participant continues in the employ of an Employer-corporation, except that
Elective Deferrals and Rollover Contributions cannot be withdrawn until age
59-1/2. Following total withdrawal, an employee will be ineligible to
contribute payroll deductions to the Plan for a period of twelve months. Total
withdrawal is also available upon termination of employment. In the event of
total withdrawal, that portion of the participant's account which was derived
from Basic and Supplemental Employee Savings will be distributed in full to the
participant or, in case of death, to the participant's beneficiary. However, if
a participant, upon termination of employment, does not consent to a
distribution of all accounts, and the aggregate value of such accounts exceeds
$3,500, such accounts shall remain invested in the Plan until distribution.
In the event of total withdrawal due to participant's retirement or due
to permanent and total disability or death of the participant, that portion of
the participant's account which was derived from employer matching
contributions will also be distributed in full to the participant or, in case
of death, to the participant's beneficiary.
In the event of total withdrawal by a participant who continues in the
employ of an Employer-corporation and has a vested interest of less than 50% of
employer matching contributions, or terminates employment due to reasons other
than those discussed above, that portion of the participant's account which was
derived from employer matching contributions shall be distributed to the
participant only to the extent shown in the following Vesting Schedule which is
dependent upon the participant's years of service:
<TABLE>
<CAPTION>
Years of Percentage of Total
Service Employer Contributions
-------- ----------------------
<S> <C> <C>
Under 3 . . . . . . . . . . . . . . . . . . None
3 . . . . . . . . . . . . . . . . . . 30%
4 . . . . . . . . . . . . . . . . . . 40%
5 . . . . . . . . . . . . . . . . . . 60%
6 . . . . . . . . . . . . . . . . . . 80%
7 . . . . . . . . . . . . . . . . . . 100%
</TABLE>
7
<PAGE> 11
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Participants making withdrawals, other than partial withdrawals, may
choose from the following optional forms of payment: (a) shares of Common Stock
and/or publicly traded Fund units (to the extent permitted by the Fund)
credited to a participant's account; (b) single lump sum cash payment; or (c) a
combination of (a) and (b).
After a distribution in accordance with the above Vesting Schedule, any
remainder of employer matching contributions in the participant's account is
forfeited and used by the Employer-corporation to reduce the amount of future
employer contributions.
In the event of a total withdrawal made after January 1, 1976, by a
participant who is not 100% vested, the participant may repay to the Plan the
amount of such distribution at any time prior to the close of the Plan Year in
which the participant has completed five consecutive Break-in-Service years and
any amounts previously forfeited will be restored to the participant's account.
In addition, participants may, after meeting certain qualifications as
defined by the Internal Revenue Service (IRS), withdraw a portion of their
vested 401(k) account balance based on a hardship qualification.
Federal Income Taxes - The Company has been advised by the IRS that the
Plan meets the requirements of Section 401(a) of the Code, as to form; that the
Trust established thereunder is exempt from federal income taxes under Section
501(a) of the Code; and that employer contributions paid to the Trust under the
Plan are allowable federal income tax deductions to the Employer-corporations
subject to the conditions and limitations of Section 404 of the Code.
Based on the Code and regulations issued pursuant thereto:
(a) Employer contributions under the Plan, and dividends, interest and
other income from Trust Assets are not taxable to the participant
when received by the Trustee and credited to the participant's
account.
(b) Basic and Supplemental Employee Savings made by Payroll Deduction
are not deductible on the participant's federal income tax return.
(c) Basic and Supplemental Employee Savings which are Employee
Elective Deferrals reduce a participant's gross compensation as
reported on Form W-2 and are not taxable to the participant when
received by the Trustee and credited to the participant's account.
(d) Partial withdrawal of employee savings which were contributed to
the Plan through Payroll Deductions prior to January 1, 1987,
represent a return of employee savings and are not taxable to the
participant when withdrawn. Partial withdrawals of employee
savings which were contributed to the Plan through Payroll
Deductions after December 31, 1986, are considered to include, for
income tax purposes, an amount of taxable income.
(e) A total withdrawal generally results in taxable income to the
participant equal to the gross distribution less Basic and
Supplemental Employee Savings made by Payroll Deduction. However,
if the total withdrawal meets the lump sum distribution
requirements of the Code, (i) any net unrealized appreciation in
the value of distributable Common Stock from the time of
distribution will be tax deferred; (ii) any additional
appreciation in the value of Common Stock from the time of
distribution to the time of stock sale or disposition will be
treated as short-term or long-term capital gain depending on the
period the participant holds such stock; and (iii) the taxable
amount may be eligible for the special forward averaging
provisions of the Code.
8
<PAGE> 12
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(f) The taxable amount of a total or partial withdrawal may generally
be rolled over to an Individual Retirement Account (IRA) or other
qualified plan and payment of taxes may thereby be deferred,
subject to automatic income tax withholding of twenty percent
(20%) on amounts not distributed in Common Stock.
(g) The taxable amount of an account, subject to total and partial
withdrawal provisions, can be transferred directly to an IRA or
other qualified plan and payment of taxes may thereby be deferred.
Participants are encouraged to determine the effect on their federal
income tax liability of receiving distributions from the Plan.
Other Events -- The Savings Plan and Trust Agreement for Employees of
Southwestern Electric Service Company (SESCO Plan) was merged into the Plan
effective January 1, 1994. However, the SESCO Plan was actually liquidated and
all remaining assets were transferred to the Plan on December 29, 1993. Such
assets were invested by individual participants effective January 4, 1994.
Such event had no material effect on the Plan.
Amendment, Modification, Suspension and Termination -- It is the
intention of the Company to continue the Plan indefinitely; however, the
Company, by action of its Board of Directors, may amend, modify or suspend the
Plan at any time, or from time to time, and may terminate the Plan at any time;
and any Employer-corporation may withdraw from participation in the Plan at any
time upon thirty days notice.
In the event of termination of the Plan in whole or in part or
termination of participation of any Employer-corporation, each participant in
the Plan affected by such termination shall receive a distribution of the
entire balance in the participant's account, whether derived from Basic and
Supplemental Employee Savings or employer contributions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investment Securities -- Participant investments in all
funds except for the Interest Income Fund are accounted for as units and stated
at fair value based upon closing sales prices on recognized securities
exchanges on the last business day of the fiscal year. The Interest Income
Fund insurance contracts and the financial institution investment contracts are
valued at contract value. Contract value represents contributions made by
participants, plus interest at the contract rates, less withdrawals or
transfers by participants. Fair value is estimated using discounted cash
flows. Following is additional information reported in the aggregate for the
Interest Income Fund:
<TABLE>
<S> <C>
Contract Value of assets: $57,931,236
Fair Value of assets: $59,247,552
Average Yield of assets on 12/31/95: 7.50%
Return on assets for 12 months ending 12/31/95: 7.84%
</TABLE>
The average yield of assets on 12/31/94 was 7.92%. The return on assets for 12
months ending 12/31/94 was 7.94%.
Expenses -- All costs and expenses of the Plan and its administration,
except expenses incurred in the acquisition or disposition of investments, are
paid by the Employer-corporations.
Reclassification -- Certain financial statement items have been
reclassified to conform to the current year presentation.
9
<PAGE> 13
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
3. LEVERAGED EMPLOYEE STOCK OWNERSHIP PROVISION
In 1990, the Trustee, on behalf of the Plan, borrowed $250,000,000 in
the form of a note payable from an outside lender and purchased 7,142,857
shares of Common Stock of the Company in connection with the leveraged employee
stock ownership provision (LESOP) of the Plan. The note was purchased from the
lender by the Company later in 1990. The note payable requires repayment of
principal over 17 years beginning in 1998. At December 31, 1995 and 1994, the
note payable bore interest at a fixed rate of 9.81% following its conversion in
January 1992 from a variable rate to a fixed rate. The note payable is
collateralized by 5,839,521 unallocated shares held by the Trustee at December
31, 1995.
The LESOP shares are held by the Trustee until released and allocated
to participants' accounts proportionally based on current debt service payments
including interest to total debt service payments. Debt service payments are
made by the Plan from dividends received on the unallocated shares and, if
necessary, contributions from Employer-corporations. The market value of
shares released reduces the cash requirements of the Employer-corporations for
their funding obligation under the Plan. During the 1995 Plan year the number
of LESOP shares released and allocated to participant accounts was 231,865 and
during the 1994 plan year the number of LESOP shares released and allocated to
participant accounts was 231,865 and 263,758, respectively.
4. PARTICIPANT LOANS
The Plan includes a loan feature allowing participants to borrow from
their pretax employee savings and rollover accounts and repay the loan with
after-tax payroll deductions. Participants are eligible to borrow up to 50% of
their vested pretax and rollover account balances, including Company matching
contributions, with the minimum amount of a loan being $1,000 and the maximum
being $50,000. Participants may repay the loan back into their account(s) over
a period from 1 to 5 years for a general purpose loan, and the shorter of 15
years or their remaining mortgage term for a primary home loan. The rate of
interest charged is the Trustee's current prime lending rate plus an additional
2%.
10
<PAGE> 14
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
5. UNIT VALUES
Units in each fund at December 31, 1995 and 1994, and net asset value
per unit, are presented below. Net asset value per share for Common Stock
excludes amounts for the market value of unreleased LESOP shares and the
related note payable.
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Common Stock:
Number of shares 6,342,039 5,682,017
Net asset value per share* $42.49 $33.55
Bond Index Fund:
Number of shares 913,944 820,349
Net asset value per share $10.60 $9.51
Interest Income Fund:
Number of units 12,209,131 11,786,176
Net asset value per unit $4.91 $4.56
Equity Income Fund:
Number of shares 1,000,670 825,054
Net asset value per share $40.33 $31.49
Equity Index Fund:
Number of shares 612,080 420,649
Net asset value per share $23.89 $17.85
Balanced Fund**:
Number of shares 893,780 771,707
Net asset value per share $18.67 $15.62
Equity Growth Fund:
Number of shares 1,978,528 1,511,632
Net asset value per share $18.22 $14.06
</TABLE>
________________________________
* The calculation of net asset value per share for Common Stock
includes the value of the LESOP note net of the value of the
unallocated LESOP shares.
** The 1994 information is related to the Phoenix Balanced Fund Series
while the 1995 information is related to the Hotchkis & Wiley
Balanced Income Fund.
11
<PAGE> 15
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM -- SUPPLEMENTAL
SCHEDULES
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of Investment,
Identity of Issue, Including Collateral, Rate of
Borrower, Lessor, Interest, Maturity Date, Shares,
or Similar Party Units, Par or Maturity Value Cost Fair Value(3)
- ----------------------- -------------------------------- ---- -------------
(Dollars)
<S> <C> <C> <C>
COMMON STOCK
Common Stock
- ------------
Texas Utilities
Company(1) 12,175,320 shares $421,718,627 $499,188,126
Money Market Funds
- ------------------
Mellon Bank, N.A.(1) Cash management fund -
637,998 units 637,998 779,144
Other
- -----
Participant Loans
Receivable2nd power 3,725,038 units 3,725,038 3,725,038
------------ ------------
TOTAL COMMON STOCK 426,081,663 503,692,308
------------ ------------
BOND INDEX FUND
Vanguard Bond Index
Fund Group 913,944 units 8,952,076 9,265,513
Participant Loans
Receivable(2) 308,639 units 308,639 308,639
------------ ------------
TOTAL BOND INDEX FUND 9,260,715 9,574,152
------------ ------------
INTEREST INCOME FUND
Value of Interest in Pooled Separate Accounts
- ---------------------------------------------
Allstate Life Insurance
Company Contract No. GA-5019, 9%, due 1996 1,214,044 1,214,044
Allstate Life Insurance
Company Contract No. GA-5101, 8.75%, due 1996 4,546,432 4,546,432
Allstate Life Insurance
Company Contract No. GA-5138, 8.55%, due 1996 2,331,086 2,331,086
Allstate Life Insurance
Company Contract No. GA-5183, 8.53%, due 1996 2,269,736 2,269,736
</TABLE>
12
<PAGE> 16
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM -- SUPPLEMENTAL
SCHEDULES
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of Investment,
Identity of Issuer, Including Collateral, Rate of
Borrower, Lessor, Interest, Maturity Date, Shares,
or Similar Party Units, Par or Maturity Value Cost Fair Value(3)
- ----------------------- -------------------------------- ---- -------------
(Dollars)
<S> <C> <C> <C>
Safeco Life
Insurance Company Contract No. LP-1052795, 6.09%, due 2000 $ 2,518,353 $ 2,518,353
New York Life
Insurance Company Contract No. GA-30186, 8.04%, due 1998 2,694,392 2,694,392
Hartford Life
Insurance Company Contract No. GA-9190, 8.80%, due 1997 2,306,870 2,306,870
Hartford Life
Insurance Company Contract No. GA-9260, 7.92%, due 1997 2,751,723 2,751,723
Hartford Life
Insurance Company Contract No. GA-9283, 7.57%, due 1997 2,113,401 2,113,401
Metropolitan Life
Insurance Company Contract No. GAC-18567-B, 9.35%, due 1998 2,410,095 2,410,095
Metropolitan Life
Insurance Company Contract No. 18563-B, 8.45%, due 1998 2,176,192 2,176,192
Ohio National Life
Insurance Company Contract No. GA-5367, 8.12%, due 1997 3,407,372 3,407,372
Principal Mutual Life
Insurance Company Contract No. 4-1498, 6.50%, due 1997 1,323,416 1,323,416
Provident National
Assurance Company Contract No. 027-05094, 7.86%, due 1997 1,638,146 1,638,146
Provident National
Assurance Company Contract No. 027-05094-02A, 7.60%, due 1997 2,393,384 2,393,384
Travelers
Insurance Company Contract No. GR15815, 8.42%, due 1997 1,154,536 1,154,536
Travelers
Insurance Company Contract No. GR-15713, 8.59%, due 1996 3,536,160 3,536,160
------------- -------------
Total Value of Interest in Pooled Separate Accounts 40,785,338 40,785,338
</TABLE>
13
<PAGE> 17
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM -- SUPPLEMENTAL
SCHEDULES
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of Investment,
Identity of Issuer, Including Collateral, Rate of
Borrower, Lessor, Interest, Maturity Date, Shares,
or Similar Party Units, Par or Maturity Value Cost Fair Value(3)
- ----------------------- -------------------------------- ---- -------------
(Dollars)
<S> <C> <C> <C>
Money Market Funds
- ------------------
Mellon Bank, N.A.(1) Cash management fund -
2,644,724 units $ 2,644,724 $ 2,644,724
United States Government Obligations
- ------------------------------------
FNMA/FHLMC 14,000,000 units 13,626,349 13,626,349
Other
- -----
Participant Loans
Receivable(2) 874,825 units 874,825 874,825
------------- -------------
TOTAL INTEREST INCOME FUND 57,931,236 57,931,236
------------- -------------
EQUITY INCOME FUND
Fidelity Equity -
Income Fund 1,000,670 units 28,518,864 39,313,479
Participant Loans
Receivable(2) 614,345 units 614,345 614,345
------------- -------------
TOTAL EQUITY INCOME FUND 29,133,209 39,927,824
------------- -------------
EQUITY INDEX FUND
Fidelity Equity
Index Fund 612,080 units 11,045,236 13,926,893
Participant Loans
Receivable(2) 424,752 units 424,752 424,752
------------- -------------
TOTAL EQUITY INDEX FUND 11,469,988 14,351,645
------------- -------------
BALANCED FUND
Hotchkis and Wiley Balanced Income Fund 15,936,106 15,936,106
893,780 units
Participant Loans
Receivable(2) 573,326 units 573,326 573,326
------------- -------------
TOTAL BALANCED FUND 16,509,432 16,509,432
------------- -------------
</TABLE>
14
<PAGE> 18
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM -- SUPPLEMENTAL
SCHEDULES
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of Investment,
Identity of Issuer, Including Collateral, Rate of
Borrower, Lessor, Interest, Maturity Date, Shares,
or Similar Party Units, Par or Maturity Value Cost Fair Value(3)
- ----------------------- -------------------------------- ---- -------------
(Dollars)
<S> <C> <C> <C>
EQUITY GROWTH FUND
IDS New Dimensions
Fund 1,978,528 units $ 27,289,551 $ 34,169,247
Participant Loans
Receivable(2) 1,226,180 units 1,226,180 1,226,180
------------ ------------
TOTAL EQUITY GROWTH FUND 28,515,731 35,395,427
------------ ------------
TOTAL ALL FUNDS $578,901,974 $677,382,024
============ ============
</TABLE>
(1) Party-in-Interest
(2) The rate of interest charged is the Trustee's current prime lending
rate plus an additional 2%. During 1995, the rate of interest charged
ranged from 10.5% to 11.00%. Maturities range from 1 to 5 years for general
purpose loans and up to 15 years for a primary home loan.
(3) Fair value for the Interest Income Fund is based on contract value.
15
<PAGE> 19
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM -- SUPPLEMENTAL
SCHEDULES
ITEM 27d -- SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31,
1995
- --------------------------------------------------------------------------------
Transactions involving an amount in excess of 5% of the fair value of beginning
plan assets.
<TABLE>
<CAPTION>
Current Value
of Asset
Identity of Description Purchase Selling Expense Incurred Cost of on Transaction
Party Involved of Asset Price Price With Transaction Asset Date Net Gain
- -------------- ------------ --------- ------- ---------------- ------- ---------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Exceeding 5%
of Plan Assets (in
the Aggregate):
TU Company
Various Stock 33,039,027 -- -- 33,039,027 33,039,027 --
TU Company
Various Stock -- 16,621,807 -- 16,460,978 16,621,807 160,829
Phoenix
Mellon Balanced
Bank-N.A. Fund Series -- 17,847,105 -- 17,044,034 17,847,105 803,071
Individually
Exceeding 5%
of Plan Assets:
Phoenix
Mellon Balanced
Bank-N.A. Fund Series -- 15,936,106 -- 15,179,784 15,936,106 756,322
Hotchkis and Wiley
Mellon Balanced
Bank-N.A. Income Fund 15,936,106 -- -- 15,936,106 15,936,106 --
</TABLE>
16
<PAGE> 20
INDEPENDENT AUDITORS' REPORT
Employees' Thrift Plan Committee
Employees' Thrift Plan of the
Texas Utilities Company System:
We have audited, by fund and in total, the accompanying statements of net
assets available for benefits of the Employees' Thrift Plan of the Texas
Utilities Company System (the "Plan") as of December 31, 1995 and 1994, and the
related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, by fund and in total,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1995 and 1994, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes at December 31, 1995, and of reportable
transactions for the year then ended are presented for the purpose of
additional analysis and are not required parts of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 1995 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Dallas, Texas
June 25, 1996
17
<PAGE> 21
___________________________________
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employees' Thrift Plan Committee has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
EMPLOYEES' THRIFT PLAN OF THE
TEXAS UTILITIES COMPANY SYSTEM
By /s/ James H. Scott
-----------------------------------
James H. Scott, Secretary
Employees' Thrift Plan Committee
June 27, 1996
18
<PAGE> 22
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
23 Independent Auditors' Consent of Deloitte & Touche LLP
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-59961 of Texas Utilities Company on Form S-8 of our report dated June 25,
1996, appearing in this Annual Report on Form 11-K of the Employees' Thrift
Plan of the Texas Utilities Company System for the year ended December 31,
1995.
DELOITTE & TOUCHE LLP
Dallas, Texas
June 25, 1996
