-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SdDOlgh8XEo4as3vzhclJCczK2yaxw+zHlLWP3xbvkOLJm5/k7+AaUDmIzXSmLqy LDY/aIun/hKjElgCxgLVJg== 0000018540-94-000030.txt : 19940503 0000018540-94-000030.hdr.sgml : 19940503 ACCESSION NUMBER: 0000018540-94-000030 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL & SOUTH WEST CORP CENTRAL INDEX KEY: 0000018540 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 510007707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 001-01443 FILM NUMBER: 94525641 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147541000 U5S 1 U5S FOR CENTAL AND SOUTH WEST AND SWEPCO 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM U5S ANNUAL REPORT For the Year Ended December 31, 1993 Filed pursuant to the Public Utility Holding Company Act of 1935 by CENTRAL AND SOUTH WEST CORPORATION 1616 Woodall Rodgers Freeway, Dallas, Texas 75202 and SOUTHWESTERN ELECTRIC POWER COMPANY 428 Travis Street, Shreveport, Louisiana 71156-0001 (Name and address of each registered holding company in the system) 2 TABLE OF CONTENTS Page ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1993 3-7 ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 7 ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 7 ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 8 ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 9 ITEM 6. OFFICERS AND DIRECTORS Part I. Name, Principal business address and 10-25 positions held as of December 31, 1993 Part II. Financial connections as of December 31, 1993 26-27 Part III. Compensation and other related information 28-56 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 57-58 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. Intercompany sales and service 59 (1) Salaries of officers of the Registrant (2) Services rendered by Statutory Subsidiaries (3) Services rendered by Registrant Part II. Contracts to purchase services or goods 59 between any System company and any affiliate Part III. Employment of any person by any System company 59-60 for the performance on a continuing basis of management services ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 61 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Index to Financial Statements 61 Report of Independent Public Accountants 62 Financial Statements 63-70 Exhibits 71-77 SIGNATURES 78-79 3 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1993.
Number of Common % of Issuer Owner's Shares Voting Book Book Name of Company Owned Power Value(1) Value(1) (thousands) (thousand)s Central and South West Corporation (CSW or the Corporation) Central Power and Light Company (CPL) 6,755,535 100 $1,424,195 $1,424,195 Public Service Company of Oklahoma (PSO) 9,013,000 100 435,049 435,049 Ash Creek Mining Company (ACMC) 383,904 100 (5,508) (5,508) Southwestern Electric Power Company 7,536,640 100 645,731 645,731 (SWEPCO) The Arklahoma Corporation (ARK) 160 32 684 219 Southwest Arkansas Utilities Corporation 100 100 10 10 West Texas Utilities Company (WTU) 5,488,560 100 266,092 266,092 Transok, Inc. (Transok) 92,186 100 255,606 255,606 Transok Ventures, Inc. (TVC)(2) 1,000 100 - - Tranpache(3) See(3) See(3) 54,686 27,343 Transok Acquisition Company (TAC) 1,000 100 80,757 80,757 Transok Gas Company (TGC) 1,000 100 11,264 11,264 Transok Gas Processing Company (TGPC) 400 100 2,352 2,352 Transok Gas Gathering Company (TGGC) 1,000 100 2,458 2,458 East Caddo Gathering System(4) See(4) See(4) 453 276 Hillsboro Gathering System(5) See(5) See(5) 63 15 Hydro Gathering System(6) See(6) See(6) (1) (8) Laubhin Friesen Gathering System(7) See(7) See(7) 137 33 Limestone Ridge Gathering System(8) See(8) See(8) 2,785 1,591 Mistletoe Gathering System(9) See(9) See(9) 624 343 Moody Gathering System(10) See(10) See(10) 270 87 Warrel Gathering System(11) See(11) See(11) 1,166 509 West Caddo Gathering System(12) See(12) See(12) 760 386 Stanton Gathering System(13) See(13) See(13) 1,188 513 Transok Gas Transmission Company 1,000 100 1,514 1,514 (TGTC) Transok Properties, Inc.(TPI)(14) 1,000 100 177 177 Downtown Plaza II(14) See(14) See(14) 9,591 4,795
4 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS (continued)
Number of Common % of Issuer Owner's Shares Voting Book Book Name of Company Owned Power Value(1) Value(1) (thousands) (thousands) Central and South West Services, Inc. 10,000 100 100 100 (CSWS) CSW Leasing, Inc. (CSWL)(15) 800 80 11,556 9,245 CSW Credit, Inc. (CSWC) 214 100 48,268 48,268 CSW Energy, Inc. (CSWE) 1,000 100 20,645 20,645 CSW Development-I, Inc. (CSWD-I) 1,000 100 1 1 ARK/CSW Development Partnership See(16) See(16) Nominal Nominal (ARK/CSW)(16) Polk Power GP, Inc. (PPGP)(17) See(17) See(17) Nominal Nominal Polk Power Partners, L. P. (PPP)(18) See(18) See(18) Nominal Nominal Noah I Power GP, Inc. (NGP)(19) See(19) See(19) Nominal Nominal Noah Power Partners, L. P. (NPP)(20) See(20) See(20) Nominal Nominal Brush Cogeneration Partners See(21) See(21) Nominal Nominal (Brush)(21) Oildale GP, Inc. (OGP)(22) See(22) See(22) Nominal Nominal Oildale Cogeneration Partners See(23) See(23) Nominal Nominal (OCO)(23) Orange Cogeneration GP, Inc. See(24) See(24) Nominal Nominal (OCGP)(24) CSW Orange, Inc. (CSWO)(25) See(25) See(25) Nominal Nominal Orange Cogeneration, LP (OCLP)(26) See(26) See(26) Nominal Nominal Sacramento Power (SP)(27) See(27) See(27) Nominal Nominal CSW Development-II, Inc. (CSWD-II) 1,000 100 1 1 CSW/Entertran Development Partnership See(28) See(28) Nominal Nominal (CSW/ENTERTRAN)(28) CSW Fort Lupton, Inc. 1,000 100 1 1 Thermo Cogeneration Partnership(29) See(29) See(29) Nominal Nominal
5 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS (continued) (1) Table reflects investment in common stock or other equity securities only. At any time and from time to time, members of the CSW System may also hold affiliate debt under the CSW System money pool maintained to coordinate short-term borrowings, as authorized by SEC Order. These loans are unsecured obligations at rates approximating the CSW's commercial paper borrowing costs. Money pool balances are reflected as advances to or from affiliates on the balance sheets of System companies. (2) Liquidated effective 12-31-93. (3) Transpache is a partnership in which TRANSOK and a non-affiliated entity each are 50% general partners. (4) East Caddo Gas Gathering System is a partnership in which TGGC owns 50.2% and non-affiliated entities own 49.8%. (5) Hillsboro Gathering System is a partnership in which TGGC owns 23.7% and non-affiliated entities own 76.3%. (6) Hydro Gathering System is a partnership in which TGGC owns 90.0% and non-affiliated entities own 10.0%. (7) Laubhin Friesen Gathering System is a partnership in which TGGC owns 24.0% and non-affiliated entities own 76.0%. (8) Limestone Ridge Gathering System is a partnership in which TGGC owns 57.1% and non-affiliated entities own 42.9%. (9) Mistletoe Gathering System is a partnership in which TGGC owns 55.0% and non-affiliated entities own 45.0%. (10) Moody Gathering System is a partnership in which TGGC owns 32.2% and non-affiliated entities own 67.8%. (11) Warrell Gathering System is a partnership in which TGGC owns 43.7% and non-affiliated entities own 56.3%. (12) West Caddo Gathering System is a partnership in which TGGC owns 50.8% and non-affiliated entities own 49.2%. (13) Stanton Gathering System is a partnership in which TGGC owns 43.2% and non-affiliated entities own 56.8%. (14) TPI, a Delaware corporation, was organized on October 29, 1992 to act as general partner in Downtown Plaza II. Downtown Plaza II is an Oklahoma general partnership in which TPI and a non- 6 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS (continued) affiliated entity each are 50% general partners. Downtown Plaza II owns and operates office facilities, a portion of which will be occupied by employees of Transok and its subsidiaries under a Partnership Agreement effective December 15, 1992. (15) CSW has agreed to vote its shares for one director to be nominated by The CIT Group/Capital Financing, Inc., the owner of the remaining shares of stock. (16) ARK/CSW is a Delaware general partnership in which CSWD and a non-affiliate each are 50% general partners. Under its Partnership Agreement (the ARK/CSW Agreement) dated October, 1990, ARK/CSW was organized to directly and indirectly develop, modify, acquire and own qualifying cogeneration facilities, qualifying small power production facilities and, to the extent permitted by law, independent power producers. The ARK/CSW Agreement provides generally for the management of ARK/CSW by management committee. (17) PPGP, a Delaware corporation, was organized on September 18, 1991 to act as general partner of PPP. ARK/CSW owns all of the outstanding shares of common stock of PPGP. (18) PPP, a Delaware limited partnership, was organized on February 20, 1992 to own and operate the Mulberry cogeneration project. CSWD-I holds a 49.5% limited partnership interest and PPGP holds a 1.0% general partnership interest in PPP. Under the Limited Partnership Agreement for PPP, PPGP generally has the power and authority to manage the affairs of PPP, and CSWD-I has such rights and powers as are customary for a limited partner, including but not limited to the right (in proportion to its interest) to consent to certain major transactions. (19) NGP, a Delaware corporation, was organized on May 14, 1991 to act as general partner of NPP. ARK/CSW owns all of the outstanding shares of common stock of NGP. (20) NPP, a Delaware corporation limited partnership, was organized on May 16, 1991 to own and/or operate cogeneration projects or interests therein. CSWD-I holds a 94.5% limited partnership interest and NGP holds a 1.0% general partnership interest in NPP. Under the Limited Partnership Agreement for NPP, NGP generally has the power and authority to manage the affairs of NPP, and CSWD-I has such rights and powers as are customary for a limited partner, including but not limited to the right (in proportion to its interest) to consent to certain major transactions. (21) Brush is a Delaware general partnership organized on November 1, 1991. NPP and a non-affiliated entity each hold 47.77% general partnership interests in Brush. Brush was formed to invest in certain cogeneration projects, including the Brush II project authorized by SEC Order Release No. 35- 25399. Brush is managed by management committee, with NPP having the power and authority to manage the affairs of Brush. (22) OGP, a Delaware corporation, was organized on April 24, 1991 to act as general partner of OCO. ARK/CSW owns all of the outstanding shares of common stock of OGP. 7 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS (continued) (23) OCO, a Delaware limited partnership, was organized on May 1, 1991 to own and operate the Oildale cogeneration project. CSWD-I holds a 50% limited partnership interest and OGP holds a 1.0% general partnership interest in OCO. Under the Limited Partnership Agreement for OCO, OGP generally has the power and authority to manage the affairs of OCO, and CSWD-I has such rights and powers as are customary for a limited partner, including but not limited to the right (in proportion to its interest) to consent to certain major transactions. (24) OCGP, a Delaware limited partnership, was organized on February 5, 1993 to act as general partner of OCLP. ARK/CSW owns all of the outstanding shares of common stock of OCGP. (25) CSW Orange, Inc., a Delaware corporation, was formed on April 21, 1993 to act as limited partner to OCLP. CSWO holds a 49.5% limited partnership interest in OCLP and OCGP holds a 1.0% general partnership interest in OCLP. (26) OCLP, a Delaware limited partnership was organized on February 5, 1993 to own and operate the Orange Cogeneration project. CSWO holds an 49.5% limited partnership interest and OCGP holds a 1.0% general partner interest. The remaining interest is owned by nonaffiliates of CSWE. (27) SP, a Delaware corporation was organized on June 20, 1991. No shares of stock of the corporation have been issued. (28) CSW/EnerTran is a Delaware general partnership in which CSWD-II is an 87.5% general partner and a non-affiliated entity is a 12.5% general partner. Under a partnership agreement dated May 1992, CSW/EnerTran was organized to develop, construct, acquire, and/or modify qualifying cogeneration facilities or qualifying small power production facilities and, to obtain financing in respect thereof, and to own and hold the securities of entities, each of which would be formed for the purpose of acquiring from CSW/EnerTran all of CSW/ EnerTran's right, title, and interest in and to facilities and acquiring, developing, constructing, modifying, owning, and operating facilities, to enter into required agreements to acquire and own fuel supplies for any facility, to act as the general partner of the entities and to engage in all other lawful business activities in connection there (29) Thermo Cogeneration Partnership, a Delaware limited partnership, was organized April 7, 1993, to own and operate the Ft. Lupton cogeneration project. CSW Ft. Lupton, Inc. holds a 49% limited partnership interest and a 1% general partnership interest. ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS. During 1993, there were no acquisitions or sales of utility assets which were not reported in a certificate filed pursuant to Rule 24. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES. During 1993 there were no System securities issued, sold, pledged, guarantee or assumed by any System company, which were not reported in a certificate filed pursuant to Rule 24. 8 ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES. The following System securities were acquired, redeemed or retired by System companies during 1993. Extinguished(E) Commission or Held for Authorization Name of Issuer and Further or Title of Issue Consideration Disposition(D) Exemption (thousands) CPL First Mortgage Bonds Series K, 8-3/4%, due 2000 25,510 E HCAR No. 35-25638 Series M, 8%, due 2003 47,270 E HCAR No. 35-25638 Series N, 9-3/8%, due 2004 41,424 E HCAR No. 35-25638 Series O, 8-1/4%, due 2007 77,993 E HCAR No. 35-25638 Series P, 8-7/8%, due 2008 78,548 E HCAR No. 35-25638 Series Y, 9-3/4%, due 1998 153,990 E HCAR No. 35-25638 Series Z, 9-3/8%, due 2019 9,061 E Rule 42(b)(2) Pollution Control Bonds Series 1977 A, 7-1/8%, due 240 E Rule 42(b)(4) 2007 78,476 E HCAR No. 35-25821 Series 1984, 10-1/8%, due 2014 Series U, 9-3/4%, due 2015 55,870 E HCAR No. 35-25821 Promissory Notes 6-1/2%, due 1995 191 E Rule 42(b)(4) PSO First Mortgage Bonds Series M, 8-1/4, due 2004 31,575 E Rule 42(b)(2) Series N, 8-3/4%, due 2005 51,660 E Rule 42(b)(2) Series R, 9%, due 2016 106,450 E Rule 42(b)(2) SWEPCO First Mortgage Bonds Series I, 4-3/8%, due 1993 30,000 E Rule 42(b)(2) Series J, 7%, due 1997 20,228 E HCAR No.35-25895 Series L, 7-1/2%, due 2001 23,775 E HCAR No.35-25895 Series T, 8.85%, 2016 58,613 E HCAR No.35-25624 Series U, 9-1/8%, due 2019 49,502 E HCAR No.35-25624 Series 1976A, 6.2%, due 145 E Rule 42(b)(4) 2016 Pollution Control Bonds 55,105 E HCAR No. 35-25370 Series 1983, 10%, due 2013 Mortgage of Mid-South Towers 120 E Rule 42 (b)(2) Variable Rate, due 1997 WTU First Mortgage Bonds Series H, 7-7/8%, due 2003 23,600 E HCAR No. 35-25928 Series O, 9-1/4%, due 2019 650 E Rule 42(b)(4) Preferred Stock 7.25% Series 10,000 E HCAR No. 35-23892 9 ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES. Aggregate number of investments in persons operating in the retail service areas. Aggregate Carrying Number Value (thousands) CPL 15 $ 22 PSO 32 320 $344 The types of investments included above include such items as economic development and industrial park projects. There were no other investments in securities of non-System companies. 10 ITEM 6. OFFICERS AND DIRECTORS - PART I. The positions of officers and directors of all System companies as of December 31, 1993 were as follows. NAME AND ADDRESS POSITION CENTRAL AND SOUTH WEST CORPORATION T. J. Barlow Houston, TX D Glenn Biggs San Antonio, TX D Molly Shi Boren Seminole, OK D E. R. Brooks Dallas, TX D,CM,P&CEO Verla R. Campbell Dallas, TX AS Lawrence E. DeSimone Dallas, TX VP Joe H. Foy Houston, TX D Frederic L Frawley Dallas, TX S Thomas M. Hagan Austin, TX VP Wendy G. Hargus Dallas, TX C G. Holman King Dallas, TX VP Robert W. Lawless Lubbock, TX D Harry D. Mattison Dallas, TX D&EVP Stephen J. McDonnell Dallas, TX T Ferd. C. Meyer, Jr. Dallas, TX SVP&GC James L. Powell Fort McKavett, TX D Kenneth C. Raney Dallas, TX VP&AGC Arthur E. Rasmussen Chicago, IL D Glenn D. Rosilier Dallas, TX SVP&CFO T. V. Shockley, III Dallas, TX D&EVP Michael D. Smith Dallas, TX VP J. C. Templeton Houston, TX D Thomas B. Walker Jr. Dallas, TX D (1) Lloyd D. Ward Dallas, TX D (1) Mr. Walker retired from the Board of Directors in 1994. 11 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION CENTRAL POWER AND LIGHT COMPANY Marilyn J. Beebe Corpus Christi, TX AS E. R. Brooks Dallas, TX D Robert R. Carey Corpus Christi, TX D,P&CEO Ruben M. Garcia Laredo, TX D Mary E. Hunt Corpus Christi, TX AS Robert A. McAllen Weslaco, TX D Pete Morales, Jr. Devine, TX D S. Loyd Neal, Jr. Corpus Christi, TX D Jim L. Peterson Corpus Christi, TX D H. Lee Richards Harlingen, TX D Melanie J. Richardson Corpus Christi, TX D,VP&T J. Gonzalo Sandoval Corpus Christi, TX D&VP David P. Sartin(1) Corpus Christi, TX C C. Wayne Stice(2) Corpus Christi, TX S B. W. Teague(3) Corpus Christi, TX D&VP Gerald E. Vaughn Corpus Christi, TX D&VP Dale E. Ward(4) Corpus Christi, TX D&VP (1) Mr. Sartin was named Corporate Secretary in 1994. (2) Mr. Stice retired from the Company in 1994. (3) Mr. Teague accepted retirement from the Company in 1994. (4) Mr. Ward resigned from the Board of Directors in 1994 upon his transfer to another System company. Note: Mr. Harry D. Mattison was elected to the Board of Directors in 1994. 12 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION PUBLIC SERVICE COMPANY OF OKLAHOMA E. R. Brooks Dallas, TX D Harry A. Clark Afton, OK D R. Russell Davis(1) Tulsa, OK C Lina P. Holm Tulsa, OK AS Mary C. King Tulsa, OK AS Mark Krawcyzk Tulsa, OK AT Paul K. Lackey, Jr. Tulsa, OK D Rosetta Marquette Tulsa, OK AT Paula Marshall-Chapman Tulsa, OK D William R. McKamey Tulsa, OK D&VP Mary M. Polfer Tulsa, OK D&VP Betsy J. Powers Tulsa, OK S Jack E. Raulston Lawton, OK D Robert B. Taylor, Jr., D.D.S. Okmulgee, OK D David M. Thomison Tulsa, OK T Robert L. Zemanek Tulsa, OK D,P&CEO Waldo J. Zerger, Jr. Tulsa, OK D&VP (1) Mr. Davis was named Controller of CSWS in 1994. Note: Mr. Harry D. Mattison was elected to the Board of Directors in 1994. ASH CREEK MINING COMPANY Larry D. Connors(1) Dallas, TX D S. E. Daniel(2) Tulsa, OK C Kit Hill Tulsa, OK S&T Masoud Keyan(3) Tulsa, OK VP&COO Mary M. Polfer Tulsa, OK D Ruby L. Price Tulsa, OK AS&AT E. Michael Williams Tulsa, OK P&D Robert L. Zemanek Tulsa, OK D,CM&CEO Waldo J. Zerger, Jr. Tulsa, OK D (1) Mr. Connors resigned from the Board of Directors in 1994 upon his transfer to another System company. (2) Mr. Daniel retired from the Company in 1994. (3) Mr. Keyan resigned from the Company in 1994 upon his transfer to another System company. Note: Mr. William R. McKamey was elected to the Board of Directors in 1994. 13 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION SOUTHWESTERN ELECTRIC POWER COMPANY Richard H. Bremer Shreveport, LA D,P&CEO E. R. Brooks Dallas, TX D Rox E. Colvin Shreveport, LA C James E. Davison Ruston, LA D Anthony J. Dichmann Shreveport, LA AT Al P. Eason, Jr. Fayetteville, AR D W. J. Googe, Jr. Shreveport, LA D&VP A. G. Hammett III(1) Shreveport, LA T Dr. Fredrick E. Joyce Texarkana, TX D Michael E. Madison Shreveport, LA D&VP Marvin R. McGregor Shreveport, LA D&VP William C. Peatross Shreveport, LA D Jack L. Phillips Gladewater, TX D Elizabeth D. Stephens Shreveport, LA S Sandra Thomas Shreveport, LA AS John W. Turk, Jr. Longview, TX D (1) Mr. Hammett retired from the Company in 1994. Note: Mr. Harry D. Mattison was elected to the Board of Directors in 1994. THE ARKLAHOMA CORPORATION John W. Harbour, Jr. Oklahoma City, OK D&P T. J. Wright New Orleans, LA D&VP D. J. Rich Oklahoma City, OK D,S&T SOUTHWEST ARKANSAS UTILITIES COMPANY Charles E. Clinehens, Jr. Fayetteville, AR D,S&T Thomas H. DeWeese Fayetteville, AR D&P J. C. Martin Texarkana, TX D&VP 14 ITEM 6. OFFICERS AND DIRECTORS - PART I.(continued) NAME AND ADDRESS POSITION WEST TEXAS UTILITIES COMPANY Richard F. Bacon Abilene, TX D Harwell Barber Abilene, TX D E. R. Brooks Dallas, TX D Paul J. Brower Abilene, TX D&VP Terry Davis Abilene, TX AT&AS Paul F. Douty, Jr.(1) Abilene, TX D&VP Glenn Files Abilene, TX D,P&CEO Preston Kissman(2) Dallas, TX D D. Joe Lambright Abilene, TX T&C Tommy Morris Abilene, TX D Martha Murray Abilene, TX S James M. Parker Abilene, TX D Jay Pruett(3) Abilene, TX D&VP F. L. Stephens San Angelo, TX D U. Lee Vander Schaaf(4) Abilene, TX AC Lloyd D. Vincent(5) San Angelo, TX D Donald A. Welch Abilene, TX D&VP (1) Mr. Douty resigned from the Board of Directors in 1994 upon his transfer to another System company. (2) Mr. Kissman resigned from the Board of Directors in 1994 upon his transfer to another System company. (3) Mr. Pruett resigned from the Board of Directors in 1994 upon his transfer to another System company. (4) Mr. Vander Schaaf will transfer to another System Company in 1994. (5) Mr. Vincent retired from the Board of Directors in 1994. Note: Mr. Mattison was elected to the Board of Directors in 1994. Mr. T. D. Churchwell was elected to the Board of Directors and named Executive Vice President of the Company in 1994. Mr. Dennis M. Sharkey was elected to the Board of Directors and named a Vice President of the Company in 1994. 15 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION TRANSOK, INC. F. J. Becraft Tulsa, OK D,P&CEO Merle L. Borchelt Dallas, TX D E. R. Brooks Dallas, TX D Durwood Chalker Dallas, TX D Valerie R. Deatherage Tulsa, OK AS H. Earl Glimp Tulsa, OK VP B. J. Harris Tulsa, OK D Norma J. Lannon Tulsa, OK S Harry D. Mattison Dallas, TX D James N. McGrew Tulsa, OK C Floyd Nickerson Tulsa, OK VP Michael D. Palmer Tulsa, OK AS Peter Pedone Tulsa, OK AS&AT Thomas V. Shockley, III Dallas, TX D Jack M. Spinkd Tulsa, OK VP O. T. Stewart Tulsa, OK VP&T Richard Zieren Tulsa, OK VP&GC TRANSOK ACQUISITION COMPANY F. J. Becraft Tulsa, OK D&P Valerie R. Deatherage Tulsa, OK AS H. Earl Glimp Tulsa, OK D&VP Norma Jean Lannon Tulsa, OK S James N. McGrew Tulsa, OK C Floyd Nickerson Tulsa, OK D&VP Michael D. Palmer Tulsa, OK AS L. C. Randolph, Jr. Tulsa, OK D Jack Spinks Tulsa, OK D&VP Richard Zieren Tulsa, OK D,VP&AS 16 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION TRANSOK GAS COMPANY F. J. Becraft Tulsa, OK D&P Valerie R. Deatherage Tulsa, OK AS H. Earl Glimp Tulsa, OK D Norma Jean Lannon Tulsa, OK S James N. McGrew Tulsa, OK C Michael D. Palmer Tulsa, OK AS L. C. Randolph, Jr. Tulsa, OK D Jack Spinks Tulsa, OK D O. T. Stewart Tulsa, OK VP Richard Zieren Tulsa, OK AS TRANSOK GAS PROCESSING COMPANY F. J. Becraft Tulsa, OK D&P Valerie R. Deatherage Tulsa, OK AS H. Earl Glimp Tulsa, OK D&VP Norma Jean Lannon Tulsa, OK S Jerry McDaniel Tulsa, OK VP James N. McGrew Tulsa, OK C Michael D. Palmer Tulsa, OK AS L. C. Randolph, Jr. Tulsa, OK D Jack Spinks Tulsa, OK D O. T. Stewart Tulsa, OK VP Richard Zieren Tulsa, OK AS 17 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION TRANSOK GAS GATHERING COMPANY F. J. Becraft Tulsa, OK D&P Valerie R. Deatherage Tulsa, OK AS H. Earl Glimp Tulsa, OK D Norma Jean Lannon Tulsa, OK S James N. McGrew Tulsa, OK C Jim Metcalf Tulsa, OK VP Michael D. Palmer Tulsa, OK AS L. C. Randolph, Jr. Tulsa, OK D&VP Jack Spinks Tulsa, OK D O. T. Stewart Tulsa, OK VP Richard Zieren Tulsa, OK AS TRANSOK GAS TRANSMISSION COMPANY F. J. Becraft Tulsa, OK D&P Valerie R. Deatherage Tulsa, OK AS H. Earl Glimp Tulsa, OK D&VP Norma Jean Lannon Tulsa, OK S James N. McGrew Tulsa, OK C Michael D. Palmer Tulsa, OK AS L. C. Randolph, Jr. Tulsa, OK D&VP Jack Spinks Tulsa, OK D O. T. Stewart Tulsa, OK VP Richard Zieren Tulsa, OK AS TRANSOK PROPERTIES, INC. F. J. Becraft Tulsa, OK D&P Valerie R. Deatherage Tulsa, OK AS H. Earl Glimp Tulsa, OK D&VP Norma Jean Lannon Tulsa, OK S James N. McGrew Tulsa, OK C Floyd Nickerson Tulsa, OK D&VP Michael D. Palmer Tulsa, OK AS L. C. Randolph, Jr. Tulsa, OK D Jack Spinks Tulsa, OK D&VP Richard Zieren Tulsa, OK AS 18 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION CENTRAL AND SOUTH WEST SERVICES, INC. F. J. Becraft Tulsa, OK D Richard H. Bremer Shreveport, LA D E. R. Brooks Dallas, TX D&CH Verla Campbell Dallas, TX AS Robert R. Carey Corpus Christi, TX D Larry B. Connors Dallas, TX VP Terry Dennis Dallas, TX D Leslie E. Dillahunty Dallas, TX VP William R. Elmore Tulsa, OK VP M. Bruce Evans(1) Dallas, TX P Glenn Files Abilene, TX D Frederic L. Frawley Dallas, TX S Preston Kissman Dallas, TX VP Harry D. Mattison Dallas, TX D&CEO Stephen J. McDonnell Dallas, TX T Cathy Means Dallas, TX VP Ferd. C. Meyer, Jr. Dallas, TX SVP Glenn D. Rosilier Dallas, TX D&SVP Donald A. Shahan Dallas, TX VP Thomas V. Shockley, III Dallas, TX D Robert M. Spratling(2) Dallas, TX C Gerald E. Vaughn Corpus Christi, TX VP Richard P. Verret(3) Dallas, TX P Dale E. Ward Dallas, TX VP E. Michael Williams Dallas, TX VP Robert L. Zemanek Tulsa, OK D (1) Mr. Evans was named President of Central and South West Services, Inc.-- Operation Services. (2) Mr. R. Russell Davis succeeded Mr. Spratling as Controller in 1994. (3) Mr. Verret was named President of Central and South West Services, Inc.-- Production Services. Note: Ms. Sandra Bennett was named Assistant Controller in 1994. 19 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION CSW LEASING, INC. E. R. Brooks Dallas, TX D&CH Kenneth I. Brown New York, NY VP Elmo Chin New York, NY AC Ira Finkelson New York, NY AS Frederic L. Frawley Dallas, TX S Jeffrey C. Knittle New York, NY SVP Wendy G. Hargus Dallas, TX C Harry D. Mattison Dallas, TX VP Stephen J. McDonnell Dallas, TX T Ferd. C. Meyer, Jr. Dallas, TX D&VP Glenn D. Rosilier Dallas, TX D&VP Leo Sheer New York, NY AS Thomas V. Shockley, III Dallas, TX D&P Jean B. Stein New York, NY SVP Claude O. Woodard Dallas, TX AT Nikita Zdanow New York, NY D 20 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION CSW CREDIT, INC. David Balsamo Dallas, TX AO E. R. Brooks Dallas, TX D&CH Frederic L. Frawley Dallas, TX S Harry D. Mattison Dallas, TX D Stephen J. McDonnell Dallas, TX VP Ferd. C. Meyer, Jr. Dallas, TX D Glenn D. Rosilier Dallas, TX D&P Thomas V. Shockley, III Dallas, TX D Claude O. Woodard Dallas, TX VP&T 21 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION CSW ENERGY, INC. Lee D. Atkins Dallas, TX VP E. R. Brooks Dallas, TX D&CM Terry D. Dennis Dallas, TX D,P&CEO Frederic L. Frawley Dallas, TX S Paul E. Graf Dallas, TX VP Harry D. Mattison Dallas, TX D&VP Stephen J. McDonnell Dallas, TX T Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC Michael T. Moran Dallas, TX VP Eddie D. Peebles Dallas, TX C Glenn D. Rosilier Dallas, TX D&VP Thomas V. Shockley, III Dallas, TX D&VCM 22 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION CSW DEVELOPMENT-I, INC. E. R. Brooks Dallas, TX D&CM Terry D. Dennis Dallas, TX D,P&CEO Frederic L. Frawley Dallas, TX S Harry D. Mattison Dallas, TX D&VP Stephen J. McDonnell Dallas, TX T Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC Rocky R. Miracle Dallas, TX AT Glenn D. Rosilier Dallas, TX D&VP Thomas V. Shockley, III Dallas, TX D&VCM Eddie D. Peebles Dallas, TX C CSW DEVELOPMENT-II, INC. E. R. Brooks Dallas, TX D&CM Terry D. Dennis Dallas, TX D,P&CEO Frederic L. Frawley Dallas, TX S Harry D. Mattison Dallas, TX D&VP Stephen J. McDonnell Dallas, TX T Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC Rocky R. Miracle Dallas, TX AT Glenn D. Rosilier Dallas, TX D&VP Thomas V. Shockley, III Dallas, X D&VCM Eddie D. Peebles Dallas, TX C CSW FORT LUPTON, INC. E. R. Brooks Dallas, TX D Terry D. Dennis Dallas, TX D&P Frederic L. Frawley Dallas, TX S Harry D. Mattison Dallas, TX D Ferd C. Meyer, Jr. Dallas, TX D Glenn D. Rosilier Dallas, TX D Thomas V. Shockley, III Dallas, TX D 23 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION CSW ORANGE, INC. E. R. Brooks Dallas, TX D Terry D. Dennis Dallas, TX D&P Frederic L. Frawley Dallas, TX S Harry D. Mattison Dallas, TX D Stephen J. McDonnell Dallas, TX T Ferd C. Meyer, Jr. Dallas, TX D Glenn D. Rosilier Dallas, TX D Thomas V. Shockley, III Dallas, TX D NOAH I POWER GP, INC. Lee D. Atkins Dallas, TX D,VP&S Terry D. Dennis Dallas, TX P Arnold R. Klann Laguna Hills, CA D Bradley D. Samuelson Dallas, TX D,VP&T OILDALE GP, INC. Lee D. Atkins Dallas, TX D Leslie C. Confair Laguna Hills, CA D&P Arnold R. Klann Laguna Hills, CA VP&T Michael T. Moran Dallas, TX D Jack Strube Laguna Hills, CA D&CFO Anthony J. Williams Laguna Hills, CA VP&S ORANGE COGENERATION GP, INC. Lee D. Atkins Dallas, TX D Leslie C. Confair Laguna Hills, CA D&S Arnold R. Klann Laguna Hills, CA D&P Bradley D. Samuelson Dallas, TX D POLK POWER GP, INC. Lee D. Atkins Dallas, TX D Leslie C. Confair Laguna Hills, CA D&P Arnold R. Klann Laguna Hills, CA D,VP&S Michael T. Moran Dallas, TX D D. G. Reese Laguna Hills, CA AS Jack Strube Laguna Hills, CA T&CFO Viki Wolman Laguna Hills, CA AT 24 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NAME AND ADDRESS POSITION SACRAMENTO POWER Leslie C. Confair Laguna Hills, CA D&P Arnold R. Klann Laguna Hills, CA VP&T Anthony J. Williams Laguna Hills, CA VP&S 25 ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued) NOTE: Other System companies are entities not having officers and directors. Positions are indicated above by the following symbols: AC -- Assistant Controller AGC -- Assistant General Counsel AO -- Account Officer AS -- Assistant Secretary AT -- Assistant Treasurer C -- Controller CEO -- Chief Executive Officer CFO -- Chief Financial Officer CM -- Chairman COO -- Chief Operating Officer D -- Director ED -- Emeritus Director EVP -- Executive Vice President GC -- General Council P -- President S -- Secretary SA -- Senior Attorney SVP -- Senior Vice President T -- Treasurer VP -- Vice President VCM -- Vice Chairman 26 ITEM 6. OFFICERS AND DIRECTORS - Part II. Financial Connections - The following is a list, as of December 31, 1993, of all officers and directors of each System company who have financial connections within the provisions of Section 17(c) of the Public Utility Holding Company Act of 1935.
Position Applicable Held in Exemption Name of Officer Financial Rule or Director Name and Location of Financial Institution Institution (1) (2) (3) (4) CENTRAL AND SOUTH WEST CORPORATION Molly Shi Boren Liberty Bank and Trust, Tulsa, OK Director Rule 70(a) Liberty Bancorp, Oklahoma City and Tulsa, Director Rule 70(a) Ok Robert W. Lawless Salomon Brothers Fund, New York, NY Director Rule 70(b) Salomon Brothers Capital Fund, New York, Director Rule 70(b) NY Salomon Brothers Investors Fund, New Director Rule 70(b) York, NY Arthur E. Delaware Bancshares Inc., Walton, NY Director Rule 70(b) Rasmussen The National Bank of Delaware County, Director Rule 70(b) Walton, NY James L. Powell Southwest Bancorp of Sanderson, Director Rule 70(a) Sanderson, TX First National Bank, Eldorado, TX Director Rule 70(a) First National Bank, Mertzon, TX Advisory Rule 70(a) Director Thomas B. Walker, Goldman Sachs Group, L. P., Dallas, TX Limited Rule 70(b) Jr. Partner CENTRAL POWER AND LIGHT COMPANY Robert R. Carey Corpus Christi National Bank, Corpus Director Rule 70(f) Christi, TX Robert A. McAllen First National Bank, Edinburg, TX Consultant Rule 70(c) Pete Morales, Jr. Devine State Bank, Devine, TX Director Rule 70(c) Jim L. Peterson Mercantile Bank of Corpus Christi, Corpus Director Rule 70(c) Christi, TX H. Lee Richards Harlingen National Bank, Harlingen, TX Director Rule 70(c)
27 ITEM 6. OFFICERS AND DIRECTORS - Part II. (continued)
Held in Exemption Name of Officer Financial Rule or Director Name and Location of Financial Institution Institution (1) (2) (3) (4) PUBLIC SERVICE OF OKLAHOMA Paul K. Lackey, Western National Bancorporation, Tulsa, Director Rule 70(c) Jr. OK; Bank IV Oklahoma, Tulsa, OK Advisory Rule 70(c) Director Jack E. Raulston Security Bank and Trust Company, Lawton, Advisory Rule 70(c) OK Director SOUTHWESTERN ELECTRIC POWER COMPANY Richard H. Bremer Commercial National Bank, Shreveport, LA Director Rule 70(f) Dr. Frederick. E. State First National Bank, Texarkana, TX Director Rule 70(c) Joyce William C. Commercial National Bank, Shreveport, LA Director Rule 70(c) Peatross Jack L. Phillips Longview National Bank, Longview, TX Director Rule 70(c) John W. Turk, Jr. Longview National Bank, Longview, TX Director Rule 70(c) WEST TEXAS UTILITIES COMPANY Glenn Files First National Bank of Abilene, Abilene, Director Rule 70(f) TX James M. Parker First Abilene Bankshares, Inc., Abilene, Director Rule 70(c) TX; First National Bank of Abilene, Abilene, Director Rule 70(c) TX F. L. Stephens First National Bank at Lubbock, Lubbock, Director Rule 70(c) TX
28 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) NON-REPORTING COMPANIES: Directors of companies not reporting under the Securities Exchange Act of 1934 receive no remuneration for their service in such capacity, except that directors of Arklahoma receive directors' fees of $300. No Part III information is given with respect to executive officers of System companies not reporting under the Securities Exchange Act of 1934, none of whose capacities or compensation in such capacities would cause such persons to be the chief executive officer or one of the four other most highly compensated officers of the first direct or indirect parent filing an Annual Report on Form 10-K or a Proxy Statement in which the information below is disclosed. REPORTING COMPANIES: (a) COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS DURING 1993. (b) INTEREST IN THE SECURITIES OF SYSTEM COMPANIES BY THE DIRECTORS AND EXECUTIVE OFFICERS. CENTRAL AND SOUTH WEST CORPORATION EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION COMMITTEE REPORT The Corporation's executive compensation program has as its foundation the following objectives: * Maintaining a compensation program designed to support our corporate goal of providing superior value to our shareholders and customers, * Providing comprehensive programs which serve to facilitate the recruitment, retention and motivation of qualified executives, and * Rewarding our executives for achieving financial, operating and personal objectives that produce a corresponding and direct return to our shareholders in both the long-term and the short-term. The Executive Compensation Committee of the Board (Committee) has designed the Corporation's compensation programs around a strong pay-for-performance philosophy. The Committee strives to maintain competitive levels of total compensation as compared to peers in the utility industry. The peer group the Corporation uses for purposes of determining each element of compensation establishes rigorous standards for executive performance. The Corporation selects only large, high credit quality utility companies, large regional competitors and large electric utility holding companies to gauge executive performance. The Corporation's policy is to establish competitive pay at the average or mean of the range of pay found at peer utilities for each component of compensation, including base pay, annual and long-term incentives including stock option grants. In addition, the Corporation maintains for each of its officers a package of benefit and welfare plans, generally available to all employees, including without limitation a health plan, a thrift plan and pension plan. Should corporate or individual performance fluctuate from objectives or in relation to the performance of peer executives, the level of total compensation for the executive will increase or decrease accordingly. 29 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) Base Pay. An executive's base pay ties individual performance to defined standards of job performance, accomplishments and progress toward individual goals and objectives. An annual review of both individual performance and competitive pay practices, using the average or mean of the competitive review, contribute to the determination of an executive's base pay. Incentive Programs--General. The executive incentive programs seek to strike an appropriate balance of short- term accomplishments with the Corporation's need to effectively plan for and perform over the long-term. Their performance measures evaluate the executives' performance against management's own expectations, customer satisfaction goals and relative achievement when compared to the average or mean of the Corporation's peer group. Incentive Programs--Annual Incentive Plan. The Annual Incentive Plan (AIP) directly ties specific individual goals with corporate performance, current earnings per share growth, and other performance measures such as customer satisfaction and price per kilowatt hour. Each performance measure is weighted equally and is multiplied together to determine the percent of overall target attained. Together, the objective measurements determine whether an executive qualifies for 50 percent of the total AIP award. The remainder is determined by a discretionary rating of the executive's overall performance. Target awards are established as a percentage of salary range midpoint. The total amount of an award that can be earned under the AIP is limited to a range of 0 to 150 percent of target. AIP awards are made in the form of cash, restricted stock and/or stock options. Each performance measure must obtain a minimum level of performance equal to 50 percent or greater of target to be included in the calculation. If minimum performance is not achieved for any group of performance measures, then no bonus awards are earned. As the Corporation did not achieve its target earnings per share growth, there were no payments made under the AIP for 1993. Incentive Programs--Long-Term Incentive Plan. The Central and South West Corporation 1992 Long-Term Incentive Plan (LTIP) also incorporates a performance component. The LTIP measures the Corporation's total shareholder return over a three-year cycle against the total shareholder return of our peer group over the same three-year period. Awards are made in restricted stock or stock options. Actual receipt of awards made in restricted stock is dependent on relative total shareholder return for the Corporation over a three-year performance period against a peer group of high-performing utilities. Performance in the top three quartiles of the comparator group results in a payout to participants. The LTIP began in 1992 and will make its first payout in 1995 if plan performance measures are met. The Corporation also utilizes stock options as a part of its LTIP. The stock options, once vested, allow members of management to buy specified numbers of shares of the Corporation's common stock at the exercise price, which to date had been market price on the date of grant. Stock options are granted at the discretion of the Committee. The last stock option grant was made in 1992. The size of the grants is based on the competitive practice of the Corporation's peer giving consideration to theirs and the Corporation's relative amounts of other long-term incentive awards. New Tax Considerations. Recently enacted Section 162(m) of the Internal Revenue Code generally limits the Corporation's federal income tax deduction for compensation paid to any one executive officer named in the Corporation's proxy statement to one million dollars. The limit does not apply to specified types of payments, including most significantly payments that are not includible in the employee's gross income, payments made to or from a tax-qualified plan, and compensation that 30 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) meets the requirements for performance-based compensation. Under the new tax law, the amount of an incentive award must be based entirely on an objective formula, without any subjective consideration of individual performance, to be considered performance-based. The Committee has carefully considered the impact of this new tax law on the incentive plans. At this time, the Committee believes it is in the Corporation's and shareholders' best interests to retain the subjective determination of individual performance under the AIP. Consequently, payments under the AIP, if any, to the named executive officers may not qualify for a deductibility exemption. The Corporation believes that amounts awarded under the LTIP are deductible under the Internal Revenue Code. The Committee believes that it is appropriate to continue with the existing design and ensure that the tax deduction is retained. The Committee is composed entirely of independent, outside directors. The Committee annually reviews the operation and competitiveness of all aspects of the Corporation's compensation program and retains an independent consultant to assist with this review. By carefully and completely reviewing the compensation programs offered the Corporation's executives, the Committee seeks to ensure that the proper programs are in place to enable the Corporation to achieve its strategic and operating objectives. RATIONALE FOR CEO COMPENSATION In 1993, the compensation of Mr. Brooks was determined as described above for all of the Corporation's executives. * Base pay adjustments were derived by reference to the average or mean base pay paid to chief executive officers at other utilities within the Corporation's peer group. In determining the appropriate level, the committee considered overall corporate and individual performance over the past year, emphasizing corporate performance measures. Mr. Brooks' annual salary increased to $595,000 in November 1993. * Mr. Brook's AIP incentive target award size also was derived by reference to prevailing competitive market conditions for similar utility organizations. Mr. Brooks' target AIP award for 1993 was established at 40 percent of his base salary range midpoint. For Mr. Brooks to receive a bonus at target, among other things the Corporation's earnings per share first had to meet an aggressive growth goal. In 1993, the Corporation did not achieve its annual earnings per share target and no payments were made to Mr. Brooks under the AIP. * The amount of Mr. Brooks' LTIP target award in 1993 was derived by reference to the competitive market average or mean. Mr. Brooks' 1993 LTIP target award is $344,932 to be paid in shares of restricted stock in 1996 if specified performance measures are met. EXECUTIVE COMPENSATION COMMITTEE Joe H. Foy, Chairman Molly Shi Boren Robert W. Lawless James L. Powell J. C. Templeton 31 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) CSW CASH AND OTHER FORMS OF COMPENSATION The following table sets forth the aggregate cash and other compensation for services rendered for the fiscal years of 1993, 1992, and 1991 paid or awarded by the Corporation and its subsidiaries to the Corporation's Chief Executive Officer and each of the four most highly compensated executive officers of the Corporation (Named Executive Officers). Summary Compensation Table
Annual Compensation Long Term Compensation Awards Payouts Other Annual Restricted Securities All Other Name and Compen- Stock Underlying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($)(1) ($) (2) ($) (1)(3) SARs (#) ($)(2)(4) E.R. Brooks 1993 549,167 57,265 20,579 57,236 - - 28,333 Chairman, 1992 490,000 89,076 13,981 89,063 28,596 - 27,498 President and 1991 430,000 59,062 - 62,974 - - - Chief Executive Officer T.V. Shockley, III 1993 373,333 35,462 12,606 35,402 - - 24,796 Executive Vice 1992 332,500 54,900 11,022 54,858 18,529 - 24,065 President 1991 295,833 51,935 - 55,430 - - - Harry D. Mattison 1993 363,333 38,773 9,538 38,750 - - 28,333 Executive Vice 1992 322,500 54,900 9,361 54,858 18,529 - 27,498 President 1991 285,833 47,406 - 50,554 - - - Ferd. C. Meyer, Jr. 1993 307,167 30,688 12,346 30,632 - - 24,796 Senior Vice 1992 285,000 48,898 7,846 48,914 14,430 - 24,065 President and 1991 261,000 45,745 - 48,806 - - - General Counsel Glenn D. Rosilier 1993 294,450 32,117 11,872 32,084 - - 24,796 Senior Vice 1992 263,590 48,898 6,299 48,914 14,430 - 24,065 President and Chief 1991 231,333 25,343 - 27,048 - - - Financial Officer (1) Amounts in this column are paid or awarded in a calendar year for performance in a preceding year. (2) The 1991 amounts were omitted pursuant to the transitional provisions in the revised rules on executive officer and director compensation disclosure adopted by the SEC. (3) Grants of restricted stock are administered by the Executive Compensation Committee of the Board, which has the authority to determine the individuals to whom and the terms upon which restricted stock grants shall be made. The awards reflected in this column all have four-year vesting periods with 20% of the stock vesting on the first, second and third anniversary dates of the award and 40% vesting on the fourth such anniversary. Upon vesting, shares of Common Stock are issued without restrictions. The individual receives dividends and may vote shares of restricted stock, even before they are vested. The amount reported in the table represents the market value of the shares at the date of grant. As of the end of 1993, the aggregate restricted stock holdings of each of the Named Executive Officers were: 32 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) Restricted Stock Held Market Value Name at 12/31/93 at 12/31/93 E.R. Brooks 7,172 $ 216,953 T.V. Shockley, III 4,959 150,010 Harry D. Mattison 4,708 142,417 Ferd. C. Meyer, Jr. 4,414 133,524 Glenn D. Rosilier 3,561 107,720 (4) The 1993 amounts shown in this column for each of the Named Executive Officers include $708 in personal liability insurance premiums and $17,013 of memorial gift insurance premiums, the latter of which represents an average premium paid per participant for insurance that is based upon pooled risk. The 1993 amounts shown in this column also include employer matching payments to the Corporation's Thrift Plus plan of $10,612 each for Messrs. Brooks and Mattison, and of $7,075 each for Messrs. Shockley, Meyer and Rosilier.
OPTION/SAR GRANTS The Corporation made no grants of stock options or stock appreciation rights (SARs) in 1993. OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE Shown below is information regarding option/SAR exercises during 1993 and unexercised options/SARs at December 31, 1993 for the Named Executive Officers. Aggregated Option/SAR Exercises in 1993 and Fiscal Year-End Option/SAR Values
Number of Securities Value of Underlying Unexercised Unexercised in-the-Money Options/SARs Options/SARs at Year-End at Year-End ($) Value Shares Acquired Realized Exercisable/ Exercisable/ Name on Exercise (#) ($) Unexercisable Unexercisable (1) E.R. Brooks - - 9,531/19,065 5,957/11,916 T.V. Shockley, III - - 6,176/12,353 3,860/ 7,721 Harry D. Mattison - - 6,176/12,353 3,860/ 7,721 Ferd. C. Meyer, Jr. - - 4,810/ 9,620 3,006/ 6,013 Glenn D. Rosilier - - 4,810/ 9,620 3,006/ 6,013 (1) Based on the New York Stock Exchange December 31, 1993 closing price of the Corporation's Common Stock of $30.25/share and the exercise price of $29.625/share.
LONG-TERM INCENTIVE PLAN AWARDS The following table shows information concerning awards made to the Named Executive Officers during 1993 under the Central and South West Corporation 1992 Long-Term Incentive Plan (LTIP): 33 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) Long-Term Incentive Plan Awards in 1993
Number of Performance Estimated Future Payouts under Shares, Units or Other Non-Stock Price Based Plans or Period Until Other Rights Maturation Threshold Target Maximum Name (#) or Payout ($) ($) ($) E.R. Brooks 1 2 years 0 344,932 517,398 T.V. Shockley, III 1 2 years 0 204,563 306,844 Harry D. Mattison 1 2 years 0 204,563 306,844 Ferd. C. Meyer, Jr. 1 2 years 0 160,624 240,936 Glenn D. Rosilier 1 2 years 0 160,624 240,936
Payouts of the awards are contingent upon the Corporation's achieving a specified level of total shareholder return, relative to a peer group of utility companies, for the three-year period ended December 1995. Such return must also exceed the average six-month treasury bill rate for the same period in order for any payout to be made. If the Named Executive Officer's employment is terminated during the performance period for any reason other than death, total and permanent disability or retirement, then the award is generally canceled. The LTIP contains a provision accelerating awards upon a change in control of the Corporation. If a change in control of the Corporation occurs, (a) all options and SARs become fully exercisable, (b) all restrictions, terms and conditions applicable to all restricted stock are deemed lapsed and satisfied and all performance units are deemed to have been fully earned, as of the date of the change in control. Awards which have been granted and outstanding for less than six months as of the date of change in control are not then exercisable, vested or earned on an accelerated basis. The LTIP also contains provisions designed to prevent circumvention of the above acceleration provisions generally through coerced termination of an employee prior to the change in control of the Corporation. RETIREMENT PLANS Pension Plan Table Annual Benefits After Average Compensation Specified Years of Credited Service 15 20 25 30 or more $250,000 ..................... $ 62,625 $ 83,333 $104,167 $125,000 350,000 ..................... 87,675 116,667 145,833 175,000 450,000 ..................... 112,725 150,000 187,500 225,000 550,000 ..................... 137,775 183,333 229,167 275,000 650,000 ..................... 162,825 216,667 270,833 325,000 750,000 ..................... 187,875 250,000 312,500 375,000 Executive officers are eligible to participate in the tax-qualified, Central and South West System Pension Plan like other employees of the Corporation. Certain executive officers, including the Named Executive Officers, are also eligible to participate in the Special Executive Retirement Plan (SERP), a non- qualified ERISA excess benefit plan. Such Pension benefits depend upon years of credited service, age at retirement and amount of covered compensation earned by a participant. The annual normal retirement benefits payable under the pension and the SERP are based on 1.67% of "Average Compensation" times the number of years of credited service (reduced by (i) no more than 50% of a participant's age 62 or later Social Security benefit and (ii) certain other offset benefits). 34 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) "Average Compensation" is the covered compensation for the plans and equals the average annual compensation (salary as reported in the Summary Compensation Table) during the 36 consecutive months of highest pay during the 120 months prior to retirement. The combined benefit levels in the table above, which include both pension and SERP benefits, are based on retirement at age 65, the years of credited service shown, continued existence of the plans without substantial change and payment in the form of a single life annuity. Respective years of credited service and ages, as of December 31, 1993, for the Named Executive Officers are as follows: Mr. Brooks, 30 and 56; Mr. Shockley, 10 and 49; Mr. Mattison, 30 and 57; Mr. Meyer, 11 and 54; and Mr. Rosilier, 18 and 46. In addition, Mr. Shockley and Mr. Meyer have arrangements with the Corporation under which they will receive a total of 30 years of credited service under the SERP if they remain employed by the Corporation through ages 60 and 65, respectively. In 1992, Mr. Meyer completed five consecutive years of employment which entitled him to receive five additional years of credited service under the SERP as included in his years of credited service set forth above in this paragraph. Meetings and Compensation The Board held six regular meetings and six special meetings during 1993. Directors who are not also officers and employees of the Corporation receive annual directors' fees of $24,000 ($12,000 of which will be paid in cash and $12,000 in restricted stock) for serving on the Board and a fee of $1,250 per day plus expenses for each meeting of the Board or committee attended. The Board has standing Policy, Audit, Executive Compensation and Nominating Committees. Chairmen of the Audit, Executive Compensation and Nominating Committees receive annual fees of $6,000, $3,500 and $3,500, respectively, to be paid in cash in addition to regular directors' and meeting fees. Committee chairmen and committee members who are also officers and employees of the Corporation receive no annual directors', chairman's or meeting fees. The Corporation maintains a memorial gift program for all of its current directors, directors who retired since 1992 and certain executive officers. Retired directors eligible for the memorial gift program are: M. L. Borchelt, Drayton McLane, Jr., Jame M. Moroney, Jr., and Samuel W. White, Jr. Under this program, the Corporation will make donations in a director's or officer's name to up to three charitable organizations of an aggregate of $500,000, payable by the Corporation upon such person's death. The Corporation maintains corporate- owned life insurance policies to fund the program. The annual premiums paid by the Corporation are based on pooled risks and average $17,013 per participant. Mr Biggs also is compensated as a consultant to the Corporation. All current directors attended more than 75 percent of the total number of meetings held by the Board and each committee on which such directors served in 1993, except for Mr. Walker. Although in 1993 Mr. Walker attended more than 75 percent of the total number of meetings held by the Board, he was unable to attend three of seven meetings of Board committees on which he served. Compensation Committee Interlocks and Insider Participation No person serving during 1993 as a member of the Executive Compensation Committee of the Board served as an officer or employee of the Corporation or any of its subsidiaries during or prior to 1993. Mr. Biggs, who served on the Corporation's Executive Compensation Committee for a portion of 1993, is a party to a Memorandum of Agreement with the Corporation. Such Committee neither approved nor recommended the approval of the Memorandum of Agreement with Mr. Biggs, which was unanimously approved by the Board with Mr. Biggs being absent from the vote. Neither the Executive Compensation Committee nor Mr. Biggs participated in any decisions about executive compensation during the period the Memorandum of Agreement was under consideration by the Board. 35 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) No person serving during 1993 as an executive officer of the Corporation serves or has served on the compensation committee or as a director of another company, one of whose executive officers serves as a member of the Executive Compensation Committee or as a director of the Corporation. Security Ownership of Management The following table shows securities beneficially owned as of December 31, 1993 by each director and nominee, the chief executive officer and the four other most highly compensated executive officers and, as a group, all directors and executive officers of the Corporation. Share amounts shown in this table include options exercisable within 60 days after year-end, restricted stock, shares of Common Stock credited to Thrift Plus accounts, and all other shares of Common Stock beneficially owned by the listed persons. Each person has sole voting and sole investment power with respect to all shares listed in the table below unless otherwise indicated. Common Stock Percent Name Shares(1) of Class (2) T. J. Barlow 15,854 -- Glenn Biggs 12,854 -- Molly Shi Boren 1,129 -- E. R. Brooks 60,959 -- Joe H. Foy 8,288 -- Robert W. Lawless 1,334 -- Harry D. Mattison 24,675 -- Ferd. C. Meyer, Jr. 13,588 -- James L. Powell 2,443 -- Arthur E. Rasmussen 8,516 -- Glenn D. Rosilier 28,260 -- Thomas V. Shockley, III 19,602 -- J. C. Templeton 2,054 -- Thomas B. Walker, Jr. 6,854 -- Lloyd D. Ward 300 -- All of the above and other executive officers as a group (CSW Directors and Executive) 297,557 -- (1) Shares for Messrs. Brooks, Mattison, Meyer, Rosilier and Shockley, and CSW Directors and Executives include 7,172; 4,708; 4,414; 3,561; 4,959; and 45,112 shares of restricted stock, respectively. These individuals currently have voting power, but not investment power, with respect to these shares. The above shares also include 9,531; 6,176; 4,810; 4,810; 6,176; and 63,690 shares underlying immediately exerciable options held by Messrs. Brooks, Mattison, Meyer, Rosilier and Shockley, and CSW Directors and Executives, respectively. (2) Percentages are all less than one percent and therefore are omitted. 36 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) CPL CASH AND OTHER FORMS OF COMPENSATION The following table sets forth the aggregate cash and other compensation for services rendered for services rendered for the fiscal years of 1993, 1992, and 1991 paid or awarded by CPL to the Named Executive Officers.
SUMMARY COMPENSATION TABLE Long-Term Compensation Annual Compensation Awards Payouts CSW Other CSW Securities All Annual Restricted Underlying Other Name and Compen- Stock Options/ LTIP Compen- Principal Salary Bonus sation Award(s) SARs Payouts sation Position Year ($) ($)(1) ($)(1)(2) ($)(1)(4) (#) ($) ($)(2)(5) Robert R. 1993 272,893 32,943 9,548 33,608 - - 27,587 Carey, 1992 248,384 47,150 5,718 47,151 12,431 - 27,498 President 1991 223,475 45,092 - 48,116 - - - and CEO Dale E. Ward 1993 143,681 8,407 4,816 8,531 - - 5,920 Vice 1992 134,858 10,269 1,339 10,266 3,135 - 5,838 President, 1991 127,717 8,161 - 8,740 - - - Engineering and Production(6) B. W. Teague 1993 128,308 5,085 4,169 5,143 - - 5,309 Vice 1992 122,200 9,905 1,885 9,874 3,135 - 5,449 President, 1991 109,665 5,542 - 5,888 - - - Marketing and Business Development J. Gonzalo 1993 120,327 7,878 4,963 7,986 - - 4,221 Sandoval 1992 111,107 13,583 27,649 - 2,916 - 3,333 Vice 1991 93,650 6,331 - - - - - President, Operations/ Engineering C. Wayne 1993 119,628 7,664 2,279 - - - 1,049 Stice(7) 1992 112,854 8,403 2,486 - 2,295 - - Assistant 1991 106,686 6,792 - - - - - to the President, Corporate Secretary (1) Amounts in this column are paid or awarded in a calendar year for performance in a preceding year. (2) The 1991 amounts are omitted pursuant to the transitional provisions in the revised rules on executive officer and director compensation disclosure adopted by the Securities and Exchange Commission (SEC). 37 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) (3) Amounts of perquisites and other personal benefits are included in this column only if they exceed the lesser of $50,000 or 10% of the total annual salary and bonus reported. Each such item that exceeds 25% of the total amount of perquisites and other personal benefits reported for each Named Executive Officer is identified below. Mr. Sandoval was reimbursed $18,745 for moving expenses in 1992. (4) Grants of restricted stock are administered by the Executive Compensation Committee of CSW's Board of Directors, which has the authority to determine the individuals to whom and the terms on which restricted stock grants shall be made. The awards reflected in this column all have four-year vesting periods with 20% of the CSW common stock vesting on the first, second and third anniversary dates of the award and 40% vesting on the fourth such anniversary. Upon vesting, shares of CSW common stock are issued without restrictions. The individuals received dividends and may vote shares of restricted stock, even before such shares have vested. The amount reported in the table represents the market value of the shares at the date of grant. As of the end of 1993, the aggregate restricted stock holdings of each of the Named Executive Officers were: Restricted Stock Held Market Value Name at 12/31/93 at 12/31/93 Robert R. Carey 3,963 $119,881 Dale E. Ward 948 28,677 B. W. Teague 726 21,962 J. Gonzalo Sandoval 264 7,986 C. Wayne Stice - - (5) Amounts shown in this column consist of the annual employer matching payments to CSW's Thrift Plus Plan. The 1993 and 1992 amounts in this column for Mr. Carey also includes the average amounts of premiums paid per participant in those years under CSW's memorial gift program. For 1993, this average was $17,013. Under this program for certain executive officers, directors and retired directors from the CSW System, CSW will make a donation in the participant's name to up to three organizations of an aggregate of $500,000, payable by CSW upon the participant's death and funded by term life insurance coverage. Actual premiums paid are based on pooled risks for groups of participants. (6) Mr. Ward transferred to Central and South West Services, Inc. in January 1994. (7) Mr. Stice retired from CPL in February 1994.
OPTION/SAR GRANTS No grants of CSW common stock options or CSW SARs were made in 1993. 38 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE Shown below is information regarding CSW common stock option/SAR exercises during 1993 and unexercised CSW common stock options/SARs at year-end for the Named Executives Officers. Aggregated CSW Option/SAR Exercises in 1993 and Fiscal Year-End CSW Option/SAR Values Number of CSW Securities Value of Underlying Unexercised Shares Unexercised In-the-Money Acquired Options/SARs Options/SARs on Value at Year-End at Exercise Realized (#) Year-End ($) Name (#) ($) Exercisable/ Exercisable/ Unexercisable Unexercisable(1) Robert R. Carey - - 5,643/8,288 3,527/5,180 Dale E. Ward - - 1,045/2,090 653/1,306 B. W. Teague 1,045 3,004 0/2,090 0/1,306 J. Gonzalo Sandoval - - 971/1,945 607/1,216 C. Wayne Stice 500 8,375 1,015/1,530 634/956 (1) Based on the New York Stock Exchange December 31, 1993 closing price of CSW's common stock of $30.25 per share and an exercise price of $29.625 per share. LONG-TERM INCENTIVE PLAN AWARDS TABLE The following table shows information concerning awards made to the Named Executive Officers during 1993 under CSW's Long-Term Incentive Plan ("LTIP"): Long-Term Incentive Plan - Awards 1993 Estimated Future Payouts under Non- Stock Price-Based Plans Performance Number of or Other CSW Shares, Period Until Threshold Target Maximum Name Units or Maturation or ($) ($) ($) Other Rights Payout (#) Robert R. Carey 1 2 Years - 137,238 205,857 Dale E. Ward 1 2 Years - 28,105 42,158 B. W. Teague 1 2 Years - 28,105 42,158 J. Gonzalo Sandoval 1 2 Years - 28,105 42,158 C. Wayne Stice 1 - - - - Payouts of the awards are contingent upon CSW's achieving a specified level or total shareholder return, relative to a peer group of utility companies, for the three-year period ended December 1995. Such return must also exceed the average six-month treasury bill rate for the same period in order for any payout to be made. If the Named Executive Officer's employment is terminated during the performance period for any reason other than death, total and permanent disability or retirement, then the award is generally canceled. The LTIP contains provisions accelerating awards upon a change in control of CSW. If a change in control of CSW occurs, (a) all options and SARs become fully exercisable, (b) all restrictions, terms and conditions applicable to all restricted stock are deemed lapsed and satisfied and (c) all performance units are deemed to have been fully earned, as of the date of the change in control. Awards which have been granted and outstanding for less than six months as of the date of change in control are not then exercisable, vested or earned on an accelerated basis. The LTIP also contains provisions designed to prevent circumvention of the above acceleration provisionsgenerally through coerced termination of an employee prior to the change in control of CSW. 39 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) RETIREMENT PLANS Pension Plan Table Annual Benefits After Average Compensation Specified Years of Credited Service 20 25 30 or more $100,000 ...................... $ 33,333 $ 41,667 $ 50,000 150,000 ...................... 50,000 62,500 75,000 200,000 ...................... 66,667 83,333 100,000 250,000 ...................... 83,333 104,167 125,000 300,000 ...................... 100,000 125,000 150,000 350,000 ...................... 116,667 145,833 175,000 Executive officers are eligible to participate in the tax-qualified, CSW Pension Plan like other employees of CPL. Certain executive officers, including the Named Executive Officers, are also eligible to participate in the CSW Special Executive Retirement Plan (SERP), a non-qualified Employee Retirement Income Security Act (ERISA) excess benefit plan. Such pension benefits depend upon years of credited service, age at retirement and amount of covered compensation earned by a participant. The annual normal retirement benefits payable under the pension and the SERP are based on 1.67% of "average compensation" times the number of years of credited service (reduced by (i) no more than 50% of a participant's age 62 or later Social Security benefit, and (ii) certain other offset benefits). "Average compensation" means the average covered compensation (salary as reported in the Summary Compensation Table) during the 36 consecutive months of highest pay during the 120 months prior to retirement. The combined benefit levels in the table above, which include both pensions and SERP, are based on assumed retirement at age 65, the years of credited service shown, continued existence of the plans without substantial change, and payment in the form of a single life annuity. Respective years of credited service and ages, as of December 31, 1993, for the Named Executive Officers are as follows: Mr. Carey, 26 and 56; Mr. Stice, 30 and 56; Mr. Ward, 21 and 46; Mr. Sandoval, 20 and 45; and Mr. Teague, 30 and 55. Meetings and Compensation. The Board of Directors held four meetings during 1993. Directors who are not also executive officers and employees of CPL or its affiliates receive annual directors' fees of $6,000 for serving on the Board and a fee of $300 plus expenses for each meeting of the Board or committee attended. Those directors who are not also officers of CPL are eligible to participate in a deferred compensation plan. Under this plan such directors may elect to defer payment of annual directors' and meeting fees until they retire from the Board or as they otherwise direct. Compensation Committee Interlocks and Insider Participation No person serving during 1993 as a member of the Executive Compensation Committee of the Board of Directors of CSW served as an officer or employee of CPL during or prior to 1993. No person serving during 1993 as an executive officer of the Company serves or has served on the compensation committee or as a director of another company, one of whose executive officers serves as a member of the Executive Compensation Committee or CSW or as a director of CPL. Security Ownership of Management The following table shows CSW common stock beneficially owned as of December 31, 1993, by each director, the Named Executive Officers and, as a group, all directors and executive officers of CPL. 40 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) Share amounts shown in this table include restricted stock, options exercisable within 60 days after year-end shares of CSW common stock credited to Central and South West Corporation Thrift plan accounts, and all other shares of CSW common stock beneficially owned by the listed persons. Each person has a sole voting and investment power with respect to all shares listed in the table below unless otherwise indicated. Beneficial Ownership as of December 31, 1993 CSW Common Stock (1)(2) Name E. R. Brooks 60,959 Robert R. Carey 10,734 Ruben M. Garcia -- Robert A. McAllen 2,000 Pete Morales, Jr. -- S. Loyd Neal, Jr. 323 Jim L. Peterson -- H. Lee Richards -- Melanie J. Richardson 757 J. Gonzalo Sandoval 6,225 C. Wayne Stice 4,087 B. W. Teague 2,701 Gerald E. Vaughn 500 Dale E. Ward 8,659 All of the above and other executive officers as a group 99,192 (1) Included in these amounts for Mr. Brooks, Mr. Carey, Mr. Mattison, Mr. Stice, Mr. Ward, Mr. Teague and Mr. Sandoval are restricted stock of 7,172; 3,963; 4,708; 0; 948; 726; and 264, respectively. These individuals have voting power, but not investment power with respect to these shares. The above shares also include 9,531; 5,643; 6,176; 1,015; 1,045; 0; 971; and 938 shares underlying immediately exercisable options held by Mr. Brooks, Mr. Carey, Mr. Mattison, Mr. Stice, Mr. Ward, Mr. Teague, Mr. Sandoval and the directors and executive officers as a group, respectively. (2) All directors' and executive officers' shares owned as of January 1, 1994, as indicated are owned directly and aggregate less than one percent of the outstanding shares of such class. 41 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) PSO Cash and Other Forms of Compensation. The following table sets forth the aggregate cash and other compensation for services rendered for the fiscal years of 1993, 1992, and 1991 paid or awarded by PSO to the Named Executive Officers.
SUMMARY COMPENSATION TABLE Long-Term Compensation Annual Compensation Awards Payouts CSW Other CSW Securities All Annual Restricted Underlying Other Name and Compen- Stock Options/ LTIP Compen- Principal Salary Bonus sation Award(s) SARs Payouts sation Position Year ($) ($)(1) ($)(2)(3) ($)(1)(4) (#) ($) ($)(2)(5) Robert L. 1993 238,269 24,051 3,927 24,503 - - 26,835 Zemanek, 1992 197,519 12,255 561 12,292 10,638 - 7,825 President 1991 121,958 8,372 - 8,924 - - - and CEO Martin E. 1993 148,447 26,376 152 26,892 - - 17,013 Fate, Jr., 1992 275,000 48,149 3,353 48,159 - - 27,498 Vice 1991 275,000 44,140 - 47,104 - - - Chairman of the Board of Directors(6) (Retired) Waldo J. 1993 128,866 4,988 2,571 5,052 - - 5,347 Zerger, 1992 121,097 11,874 875 11,838 3,135 - 5,449 Vice 1991 112,698 3,142 - 3,358 - - - President, Operations and Engineering E. Michael. 1993 120,120 5,385 3,359 5,475 - - 4,109 Williams, 1992 48,231 - 26,580 - 3,135 - 3,388 Vice 1991 - - - - - - - President Engineering and Pro- duction(6) (Resigned) Mary M. 1993 127,403 4,635 3,071 4,179 - - 3,518 Polfer, 1992 120,835 13,248 670 15,320 - - 3,854 Vice 1991 112,750 - - - - - - President, Admin- istration (1) Amounts in this column are paid or awarded in a calendar year for performance in a preceding year. 42 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) (2) The 1991 amounts were omitted pursuant to the transitional provisions in the revised rules on executive officer and director compensation disclosure adopted by the SEC. (3) Amounts of perquisites and other personal benefits are included in this column only if they exceed the lesser of $50,000 or 10% of the total annual salary and bonus reported. Each item that exceeds 25% of the total amount of perquisites and other personal benefits reported for each Named Executive Officer is identified below. Mr. Williams was reimbursed $18,067 for moving expenses in 1992. (4) Grants of restricted stock are administered by the Executive Compensation Committee of CSW's Board of Directors which has the authority to determine the individuals to whom and the terms upon which restricted stock grants shall be made. The awards reflected in this column all have four-year vesting periods with 20% of the CSW Common Stock vesting on the first, second and third anniversary dates of the award and 40% vesting on the fourth such anniversary. Upon vesting, shares of CSW common stock are issued without restrictions. The individuals receive dividends and may vote shares of restricted stock, even before such shares have vested. The amount reported in the table represents the market value of the shares at the date of the grant. As of the end of 1993, the aggregate restricted stock holdings of each of the Named Executive Officers were: Restricted Stock Held Market Value Name at 12/31/93 at 12/31/93 Robert L. Zemanek 1,432 $43,318 Martin E. Fate, Jr. - - Waldo J. Zerger, Jr. 633 19,148 E. Michael Williams 181 5,475 Mary M. Polfer 576 17,424 (5) Amounts shown in this column consist of the annual employer matching payments to CSW's Thrift Plus Plan. The 1993 amounts in this column for Messrs. Zemanek and Fate each also include $17,013, representing the average amounts of premiums paid per participant under CSW's memorial gift program. In addition, the 1992 amount for Mr. Fate includes similar premiums. Under this program for certain executive officers, directors and retired directors from the CSW System, CSW will make a donation in the participant's name to up to three organizations of an aggregate of $500,000, payable by CSW upon the participant's death and funded by term life insurance coverage. Actual premiums paid are based on pooled risks for groups participants. (6) Mr. Fate retired in May 1993. Mr. Williams was employed by a CSW affiliate in January 1994. Mr. Williams' 1992 compensation represents only amounts paid by PSO. Prior to July 1992, Mr. Williams was employed and paid by a CSW affiliate.
Option/SAR Grants. No grants of CSW stock options or CSW stock appreciation rights were made in 1993. 43 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) Option/SAR Exercises and Year-End Value Table Shown below is information regarding CSW Common Stock option/SAR exercises during 1993 and unexercised CSW Common Stock options/SAR's at December 31, 1993 for the Named Executive Officers. Aggregated CSW Option/SAR Exercises in 1993 and Year-End CSW Option/SAR Values Number of CSW Securities Value of Underlying Unexercised Shares Unexercised In-the-Money Acquired Options/SARs Options/SARs on Value at Fiscal at Exercise Realized Year-End (#) Fiscal Year- Name (#) ($) Exercisable/ End ($) Unexercisable Exercisable/ Unexercisable(1) Robert L. Zemanek - - 5,046/7,092 3,154/4,433 Martin E. Fate, Jr. - - 0/0 0/0 Waldo J. Zerger, Jr. - - 1,045/2,090 653/1,306 E. Michael Williams - - 3,445/2,090 2,153/1,306 Mary M. Polfer - - 971/1,945 607/1,216 (1) Based on the New York Stock Exchange December 31, 1993 closing price of CSW's Common Stock of $30.25 per share and an exercise price of $29.625 per share. LONG-TERM INCENTIVE PLAN AWARDS The following table shows information concerning awards made to the Named Executive Officers during 1993 under the 1992 Central and South West Corporation LTIP: LTIP Awards made in 1993 Estimated Future Payouts under Non- Stock Price-Based Plans Performance Number of or Other CSW Shares, Period Until Threshold Target Maximum Name Units or Maturation or ($) ($) ($) Other Rights Payout (#) Robert L. Zemanek 1 2 Years - 127,662 191,493 Martin E. Fate, Jr. - - - - - Waldo J. Zerger, Jr. 1 2 Years - 28,105 42,158 E. Michael Williams 1 2 Years - 28,105 42,158 Mary M. Polfer 1 2 Years - 26,137 39,206 Payout of the awards are contingent upon CSW achieving a specified level of total shareholder return, relative to a peer group of utility companies, for the three-year period ended December 1995. Such return must also exceed the average six-month treasury bill rate for the same period in order for any payout to be made. If the Named Executive Officer's employment is terminated during the performance period for any reason other than death, total and permanent disability or retirement, then the award is generally canceled. The CSW 1992 LTIP contains a provision accelerating awards upon a change in control of CSW. If a change in control of CSW occurs, (a) all options and SARs become fully exercisable, (b) all restrictions, terms and conditions applicable to all restricted stock are deemed lapsed and satisfied and (c) all performance units are deemed to have been fully earned, as of the date of the change in control. Awards which have been granted and outstanding for less than six months as of the date of change in control are not then exercisable, vested or earned on an accelerated basis. The LTIP also contains provisions designed to prevent circumvention of the above acceleration provisions generally through coerced termination of an employee prior to change in control of CSW. 44 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) RETIREMENT PLANS Pension Plan Table Annual Benefits After Average Compensation Specified Years of Credited Service 15 20 25 30 or more $100,000 ......... $ 25,050 $ 33,333 $ 41,667 $ 50,000 150,000 ......... 37,575 50,000 62,500 75,000 200,000 ......... 50,100 66,667 83,333 100,000 250,000 ......... 62,625 83,333 104,167 125,000 300,000 ......... 75,150 100,000 125,000 150,000 350,000 ......... 87,675 116,667 145,833 175,000 Executive officers are eligible to participate in the tax-qualified, Central and South West Pension Plan like other employees of PSO. Certain executive officers, including the Named Executive Officers, are also eligible to participate in the SERP, a non-qualified ERISA excess benefit plan. Such pension benefits depend upon years of credited service, age at retirement and amount of covered compensation earned by a participant. The annual normal retirement benefits payable under the pension and the SERP are based on 1.67% of "average compensation" times the number of years of credited service (reduced by (i) no more than 50% of a participant's age 62 or later Social Security benefit and (ii) certain other offset benefits). "Average compensation" is the covered compensation for the plans and equals the average annual compensation (salary as reported in the Summary Compensation Table) during the 36 consecutive months of highest pay during the 120 months prior to retirement. The combined benefit levels in the table above, which include both pensions and SERP benefits, are based on retirement at age 65, the years of credited service shown, continued existence of the plans without substantial change, and payment in the form of a single life annuity. Respective years of credited service and ages, as of December 31, 1993, for the Named Executive Officers are as follows: Mr. Zemanek, 21 and 44; Mr. Fate, 30 and 61; Ms. Polfer, 3 and 49; Mr. Williams, 21 and 45; and Mr. Zerger, 23 and 47. Meetings and Compensation. The Board of Directors held seven meetings during 1993. Directors who are not also executive officers and employees of PSO or its affiliates receive annual directors' fees of $6,000 for serving on the Board and a fee of $300 plus expenses for each meeting of the Board or committee attended. Compensation Committee Interlocks and Insider Participation. No person serving during 1993 as a member of the Executive Compensation Committee of the Board of Directors of CSW served as an officer or employee of PSO during or prior to 1993. No person serving during 1993 as an executive officer of PSO serves or has served on the compensation committee or as a director of another company, one of whose executive officers serves as a member of the Executive Compensation Committee of CSW or as a director of PSO. 45 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) Security Ownership of Management The following table shows securities beneficially owned as of December 31, 1993 by each director and nominee, the Named Executive Officers and, as a group, all directors and executive officers of PSO. Share amounts shown in this table include shares of restricted stock, options exercisable within 60 days after year end, shares of CSW common stock credited to Central and South West Corporation Thrift Plus plan accounts, and all other shares of CSW common stock beneficially owned by the listed persons. Each person has sole voting and investment power with respect to all shares listed in the table below unless otherwise indicated. CSW Common Stock Name (1)(2)(3) E. R. Brooks 60,959 Harry A. Clarke -- Paul K Lackey, Jr. -- Paula Marshall-Chapman -- Harry D. Mattison 24,675 William R. McKamey 11,051 Mary M. Polfer 2,047 Jack E. Raulston -- Dr. Robert B. Taylor, Jr. -- Robert L. Zemanek 7,570 Waldo J. Zerger, Jr. 7,491 E. Michael Williams 3,895 Martin E. Fate, Jr. 52,705 All of the above and other executive officers as a group 175,162 (1) Included in these amounts for Mr. Brooks, Mr. Mattison, Mr. Zemanek, Ms. Polfer, Mr. Williams, Mr. Zerger and the directors and other executive officers as a group include restricted stock of 7,172; 4,708; 1,432; 576; 181; 633; and 14,702, respectively. These individuals have voting power, but not investment power with respect to these shares. The above shares also include 9,531; 6,176; 5,046; 971; 3,445; 1,045; and 28,104 shares underlying immediately exercisable options held by Mr. Brooks, Mr. Mattison, Mr. Zemanek, Ms. Polfer, Mr. Williams, Mr. Zerger and the directors and executive officers as a group, respectively. (2) All directors' and executive officers' shares owned as of December 31, 1993 as indicated, and aggregate less than 1.0% of the outstanding shares of such class. (3) Mr. Williams was employed by a CSW affiliate in January 1994. Mr. Fate retired in May 1993. 46 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) SWEPCO Cash and Other Forms of Compensation. The following table sets forth the aggregate cash and other compensation for services rendered for the fiscal years of 1993, 1992 and 1991 paid or awarded by SWEPCO to the Named Executive Officers.
SUMMARY COMPENSATION TABLE Long-Term Compensation Annual Compensation Awards Payouts CSW Other CSW Securities All Annual Restricted Underlying Other Name and Compen- Stock Options/ LTIP Compen- Principal Salary Bonus sation Award(s) SARs Payouts sation Position Year ($) ($)(1) ($)(2)(3) ($)(1)(4) (#) ($) ($)(2)(5) Richard H. 1993 263,833 36,017 13,206 36,724 - - 24,088 Bremer 1992 239,167 51,646 45,720 51,685 12,431 - 24,065 President 1991 206,667 21,779 - 23,276 - - - and CEO Dennis M. 1993 146,066 7,754 6,097 7,865 - - 3,976 Sharkey 1992 127,868 11,542 3,842 11,586 2,916 - 3,836 Vice 1991 115,652 9,432 - 10,028 - - - President(6) Marvin R. 1993 126,620 8,196 5,769 8,319 - - 5,197 McGregor 1992 114,340 10,064 3,815 10,075 3,135 - 5,145 Vice 1991 99,531 3,030 - 3,266 - - - President, Michael L. 1993 132,512 7,812 26,620 7,956 - - 5,440 Heard 1992 121,248 10,965 4,058 10,982 3,135 - 5,456 Vice 1991 108,952 3,434 - 3,680 - - - President(6) Michael H. 1993 126,215 7,140 30,742 7,260 - - 5,188 Madison 1992 51,100 852 36,321 - - - 4,983 Vice 1991 - - - - - - - President(7) (1) Amounts in this column are paid or awarded in a calendar year for performance in a preceding year. (2) The 1991 amounts were omitted pursuant to the transitional provisions in the revised rules on executive officer and director compensation disclosure adopted by the SEC. (3) Amounts of perquisites or other personal benefits are included in this column only if they exceed the lesser of $50,000 or 10% of the total annual salary and bonus reported. Each item that exceeds 25% of the total amount of perquisites and other personal benefits reported for each Named Executive Officer is identified below. In 1993, Mr. Heard was reimbursed $5,225 for club dues and Mr. Heard and Mr. Madison were reimbursed $7,627 and $14,848, respectively, for moving expenses. 47 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) In 1992, a portion of Mr. Bremer's use of company aircraft resulted in taxable income to him. While the value of such usage cannot be precisely determined, SWEPCO estimated that such usage by Mr. Bremer resulted in incremental costs of $4,628. Mr. Bremer was reimbursed $15,091 for the cost of certain club dues. In 1992, Mr. Madison was reimbursed $34,697 for moving expenses. (4) Grants of restricted stock are administered by the Executive Compensation Committee of CSW's Board of Directors which has the authority to determine the individuals to whom and the terms upon which restricted stock grants shall be made. The awards reflected in this column all have four-year vesting periods with 20% of the CSW Common Stock vesting on the first, second and third anniversary dates of the award and 40% vesting on the fourth such anniversary. Upon vesting, shares of CSW common stock are issued without restrictions. The individuals receive dividends and may vote shares of restricted stock, even before such shares have vested. The amount reported in the table represents the market value of the shares at the date of the grant. As of the end of 1993, the aggregate restricted stock holdings of the Named Executive Officers were: Restricted Stock Held Market Value Name at 12/31/93 at 12/31/93 Richard H. Bremer 3,464 $104,786 Dennis M. Sharkey 892 26,983 Marvin R. McGregor 681 20,600 Michael L. Heard 707 21,387 Michael H. Madison 636 19,239 (5) Amounts shown in this column consist of the annual employer matching payments to CSW's Thrift Plus Plan. The 1993 amounts in this column for Mr. Bremer also includes $17,013 of insurance premiums representing the average amount paid per participant under CSW's memorial gift program. Under this program for certain executive officers, directors and retired directors from the CSW System, CSW will make a donation in the participant's name to up to three organizations of an aggregate of $500,000, payable by CSW upon the participant's death and funded by term life insurance coverage. Actual premiums paid are based on pooled risks for groups of participants. (6) Mr. Sharkey resigned from SWEPCO and from the Board of Directors effective December 31, 1993, and is now employed by WTU, an affiliate of SWEPCO. Mr. Heard resigned from the Board of Directors effective December 31, 1993, but remains an employee of SWEPCO. (7) Mr. Madison was employed by WTU, an affiliate of SWEPCO, during a portion of 1992.
Option/SAR Grants. No grants of CSW stock options or CSW stock appreciation rights (SARs) were made in 1993. 48 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) Option/SAR Exercises and Year-End Value Table Shown below is information regarding CSW Common Stock option/SAR exercises during 1993 and unexercised CSW Common Stock options/SARs at December 31, 1993 for the Named Executive Officers. Aggregated CSW Option/SAR Exercises in 1993 and Year-End CSW Option/SAR Values Number of CSW Securities Value of Underlying Unexercised Shares Unexercised In-the-Money Acquired Options/SARs Options/SARs on Value at Fiscal at Exercise Realized Year-End (#) Fiscal Year- Name (#) ($) Exercisable/ End ($) Unexercisable Exercisable/ Unexercisable (1) Richard H. Bremer - - 4,143/8,288 2,589/5,180 Dennis M. Sharkey - - 7,371/1,945 4,607/1,216 Marvin R. McGregor - - 1,045/2,090 653/1,306 Michael L. Heard - - 1,045/2,090 653/1,306 Michael H. Madison - - 1,045/2,090 653/1,306 (1) Based on the New York Stock Exchange December 31, 1993 closing price of CSW's Common Stock of $30.25 per share and an exercise price of $29.625 per share. LONG-TERM INCENTIVE PLAN AWARDS TABLE The following table shows information concerning awards made to the Named Executive Officers during 1993 under the Central and South West Corporation 1992 Long-Term Incentive Plan (LTIP). LTIP Awards Made in 1993 Estimated Future Payouts under Non- Stock Price-Based Plans Performance Number of or Other CSW Shares, Period Until Threshold Target Maximum Name Units or Maturation or ($) ($) ($) Other Rights Payout (#) Richard H. Bremer 1 2 Years 0 137,238 205,857 Dennis M. Sharkey 1 2 Years 0 26,137 39,206 Marvin R. McGregor 1 2 Years 0 28,105 42,158 Michael L. Heard 1 2 Years 0 28,105 42,158 Michael H. Madison 1 2 Years 0 28,105 42,158 Payout of the awards are contingent upon CSW achieving a specified level of total shareholder return, relative to a peer group of utility companies, for the three-year period ended December 1995. Such return must also exceed the average six-month treasury bill rate for the same period in order for any payout to be made. If the Named Executive Officer's employment is terminated during the performance period for any reason other than death, total and permanent disability or retirement, then the award is generally canceled. The LTIP contains a provision accelerating awards upon a change in control of CSW. If a change in control of CSW occurs, (a) all options and SARs become fully exercisable, (b) all restrictions, terms and conditions applicable to all restricted stock are deemed lapsed and satisfied and (c) all performance units are deemed to have been fully earned, as of the date of the change in control. Awards which have been granted and outstanding for less than six months as of the date of change in control are not then exercisable, vested or earned on an accelerated basis. The LTIP also contains provisions designed to prevent circumvention of the above acceleration provisions generally through coerced termination of an employee prior to change in control of CSW. 49 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) RETIREMENT PLANS Pension Plan Table Annual Benefits After Average Compensation Specified Years of Credited Service 15 20 25 30 or more $100,000 ......... $ 25,050 $ 33,333 $ 41,667 $ 50,000 150,000 ......... 37,575 50,000 62,500 75,000 200,000 ......... 50,100 66,667 83,333 100,000 250,000 ......... 62,625 83,333 104,167 125,000 300,000 ......... 75,150 100,000 125,000 150,000 350,000 ......... 87,675 116,667 145,833 175,000 Executive officers are eligible to participate in the tax qualified Central and South West Pension Plan like other employees of SWEPCO. Certain executive officers, including the Named Executive Officers, are also eligible to participate in the Special Executive Retirement Plan (SERP), a non-qualified ERISA excess benefit plan. Such pension benefits depend upon years of credited service, age at retirement and amount of covered compensation earned by a participant. The annual normal retirement benefits payable under the pension and the SERP are based on 1.67% of "average compensation" times the number of years of credited service (reduced by (i) no more than 50% of a participant's age 62 or later Social Security benefit and (ii) certain other offset benefits). "Average compensation" is the covered compensation for the plans and equals the average annual compensation (salary as reported in the Summary Compensation Table) during the 36 consecutive months of highest pay during the 120 months prior to retirement. The combined benefit levels in the table above, which include both pensions and SERP benefits, are based on retirement at age 65, the years of credited service shown, continued existence of the plans without substantial change, and payment in the form of a single life annuity. Respective years of credited service and ages, as of December 31, 1993, for the Named Executive Officers are as follows: Mr. Bremer, 16 and 45; Mr. Sharkey, 15 and 49; Mr. McGregor, 24 and 47; Mr. Heard, 23 and 47; and Mr. Madison, 22 and 45. Meetings and Compensation. The Board of Directors held four meetings during 1993. Directors who are not also executive officers and employees of SWEPCO or its affiliates receive annual directors' fees of $6,600 for serving on the Board, and a fee of $300 plus expenses for each meeting of the Board or committee attended. Directors who are not also officers and employees of SWEPCO may participate in a deferred compensation plan. Under this plan, directors may elect to defer payment of annual directors' and meeting fees until they retire from the Board or as they otherwise direct. Compensation Committee Interlocks and Insider Participation. No person serving during 1993 as a member of the Executive Compensation Committee of the Board of Directors of CSW served as an officer or employee of SWEPCO during or prior to 1993. No person serving during 1993 as an executive officer of SWEPCO serves or has served on the compensation committee or as a director of another company, one of whose executive officers serves as a member of the Executive Compensation Committee of CSW or as a director of SWEPCO. 50 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) Security Ownership of Management The following table shows securities beneficially owned as of December 31, 1993 by each director and nominee, the Named Executive Officers and, as a group, all directors and executive officers of SWEPCO. CSW Common Stock share amounts shown in this table include restricted stock, options exercisable within 60 days after year-end, shares of CSW common stock credited to Central and South West Corporation Thrift Plus plan accounts, and all other shares of CSW common stock beneficially owned by the listed persons. Each person has sole voting and investment power with respect to all shares listed in the table below unless otherwise indicated. Beneficial Ownership as of December 31, 1993 CSW Common SWEPCO Stock (1) Preferred Name Stock(1)(2) Richard H. Bremer 19,267 -- E. R. Brooks 60,959 -- James E. Davison -- -- Al P. Eason, Jr. 2,000 22 W. J. Googe, Jr. 7,103 -- Michael L. Heard 3,527 -- Dr. Frederick E. Joyce 2,000 -- Michael E. Madison 2,956 -- Harry D. Mattison 24,675 -- Marvin R. McGregor 3,489 -- William C. Peatross -- -- Jack L. Phillips -- -- Dennis M. Sharkey 13,988 -- John W. Turk, Jr. 18,506 41 All of the above and other executive officers as a group 170,787 78 (1) Included in these amounts for Mr. Brooks, Mr. Bremer,Mr. Sharkey, Mr. McGregor, Mr. Heard, Mr. Madison, Mr. Mattison, and the directors and other executive officers as a group include restricted stock of 7,172; 3,464; 892; 681; 707; 636; 4,708; and 19,068, respectively. These individuals currently have voting power, but not investment power with respect to these shares. The above shares also include 9,531; 4,143; 7,371; 1,045; 1,045; 1,045; 6,176; and 31,795 shares underlying immediately exercisable options held by Mr. Brooks, Mr. Bremer, Mr. Sharkey, Mr. McGregor, Mr. Heard, Mr. Madison, Mr. Mattison, and the directors and executive officers as a group, respectively. (2) All directors' and executive officers' shares owned as of December 31, 1993 as indicated aggregate less than 1% of the outstanding shares of such class. 51 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) WTU
Cash and Other Forms of Compensation. The following table sets forth the aggregate cash and other compensation paid or awarded by the Company for services rendered for the fiscal years of 1993, 1992, and 1991 to the Named Executive Officers. SUMMARY COMPENSATION TABLE Long-Term Compensation Annual Compensation Awards Payouts CSW Other CSW Securities All Annual Restricted Underlying Other Name and Compen- Stock Options/ LTIP Compen- Principal Salary Bonus sation Award(s) SARs Payouts sation Position Year ($) ($)(1) ($)(2)(3) ($)(1)(4) (#) ($) ($)(2)(5) Glenn Files 1993 223,333 24,675 39,223 25,138 - - 26,126 President 1992 188,000 21,239 40,043 14,810 9,895 - 8,460 and CEO(6) 1991 30,603 - - - - - - Don Welch, 1993 129,650 7,178 1,628 7,290 - - 5,339 Vice 1992 118,985 7,976 18,850 8,010 3,315 - 5,354 President, 1991 105,235 6,894 - - - - - Division Operations and Engineering Paul Brower, 1993 123,133 7,231 673 7,351 - - 3,366 Vice 1992 112,960 6,733 38,485 5,642 3,135 - 3,389 President, 1991 22,128 - - - - - - Marketing and Business Development(6) Paul F. 1993 117,500 6,349 680 6,443 - - 4,823 Douty, Jr. 1992 106,723 9,652 15,963 9,622 2,916 - 4,803 Vice 1991 97,685 2,844 - - - - - President, Finance Jay Pruett, 1993 109,683 4,063 34,467 4,114 - - 3,002 Vice 1992 42,600 8,045 26,252 - - - 2,535 President, 1991 - - - - - - - Corporate Services(6) (1) Amounts in this column are paid or awarded in a calendar year for performance in a preceding year. (2) The 1991 amounts were omitted pursuant to the transitional provisions in the revised rules on executive officer and director compensation disclosure adopted by the SEC. (3) Amounts of perquisites and other personal benefits are included in this column only if they exceed the lesser of $50,000 or 10% of the total annual salary and bonus reported. Each item that exceeds 25% of the total amount of perquisites and other personal benefits reported for each Named Executive Officer is identified below: 52 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) 1993 Mr. Files was reimbursed $8,482 for spouse travel expenses; Mr. Pruett was reimbursed $10,263 for moving expenses and $9,480 for the cost of a security system. 1992 Mr. Files was reimbursed $15,632, Mr. Brower was reimbursed $17,439 and Mr. Pruett was reimbursed $11,356 for moving expenses. Mr. Welch, Mr. Brower and Mr. Douty were reimbursed $9,942, $8,915 and $6,335, respectively for the cost of security systems. Mr. Pruett was reimbursed $12,327 for a relocation loss on the sale of his home. (4) Grants of restricted stock are administered by the Executive Compensation Committee of CSW's Board of Directors, which has the authority to determine the individuals to whom and the terms upon which restricted stock grants shall be made. The awards reflected in this column all have four-year vesting periods with 20% of the CSW common stock vesting on the first, second and third anniversary dates of the award and 40% vesting on the fourth such anniversary. Upon vesting, shares of CSW common stock are issued without restrictions. The individuals receive dividends and may vote shares of restricted stock, even before such shares have vested. The amount reported in the table represents the market value of the shares at the date of grant. As of the end of 1993, the aggregate restricted stock holdings of each of the Named Executive Officers were: Restricted Stock Held Market Value Name at 12/31/93 at 12/31/93 Glenn Files 1,381 $41,775 Don Welch 773 23,383 Paul Brower 423 12,796 Paul F. Douty, Jr. 599 18,120 Jay Pruett 136 4,114 (5) Amounts shown in this column consist of the annual employer matching payments to CSW's Thrift Plus Plan. The 1993 amounts in this column for Mr. Files also include $17,013 of insurance premiums representing the average amount paid per participant under CSW's memorial gift program. Under this program for certain executive officers, directors and retired directors from the CSW System, CSW will make a donation in the participant's name to up to three organizations of an aggregate of $500,000, payable by CSW upon the participant's death and funded by term life insurance coverage. Actual premiums paid are based on pooled risks for groups of participants. (6) Mr. Pruett's 1992 and Mr. Files' and Mr. Brower's 1991 compensation represent amounts paid by the Company for a portion of such years. Those individuals were previously employed and paid by other Electric operating companies.
Option/SAR Grants. No grants of CSW common stock options or CSW stock appreciation rights (SARs) were awarded in 1993. 53 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) Option/SAR Exercises and Fiscal Year-End Value Table. Shown below is information regarding CSW common stock option/SAR exercises during 1993 and unexercised CSW common stock options/SARs at December 31, 1993 for the Named Executive Officers. Aggregated CSW Option/SAR Exercises in 1993 and Fiscal Year-End CSW Option/SAR Values Number of CSW Securities Value of Underlying Unexercised Shares Unexercised In-the-Money Acquired Options/SARs Options/SARs on Value at Fiscal at Exercise Realized Year-End (#) Fiscal Year- Name (#) ($) Exercisable/ End ($) Unexercisable Exercisable/ Unexercisable(1) Glenn Files - - 3,298/6,597 2,061/4,123 Don Welch - - 1,045/2,090 653/1,306 Paul Brower - - 1,045/2,090 653/1,306 Paul F. Douty, Jr. - - 971/1,945 607/1,216 Jay Pruett - - 971/1,945 607/1,216 (1) Based on the New York Stock Exchange December 31, 1993, closing price of CSW's common stock of $30.25 per share and an exercise price of $29.625 per share. Long-Term Incentive Plan Awards Table. The following table shows information concerning awards made to the Named Executive Officers during 1993 under the Central and South West Corporation 1992 Long-Term Incentive Plan(LTIP). Long-Term Incentive Plan Awards made in 1993 Estimated Future Payouts under Non- Stock Price-Based Plans Number of Performance CSW Shares, or Other Units or Period Until Threshold Target Maximum Name Other Rights Maturation or ($) ($) ($) (#) Payout Glenn Files 1 2 Years - 118,743 178,115 Don Welch 1 2 Years - 28,105 42,158 Paul Brower 1 2 Years - 28,105 42,158 Paul Douty, Jr. 1 2 Years - 26,137 39,206 Jay Pruett 1 2 Years - 26,137 39,206 Payouts of the awards are contingent upon CSW's achieving a specified level of total shareholder return, relative to a peer group of utility companies, for the three-year period ended December 1995. Such return must also exceed the average six-month treasury bill rate for the same period in order for any payout to be made. If the Named Executive Officer's employment is terminated during the performance period for any reason other than death, total and permanent disability or retirement, then the award is generally canceled. The LTIP contains a provision accelerating awards upon a change in control of CSW. If a change in control of CSW occurs, (a) all options and SARs become fully exercisable, (b) all restrictions, terms and conditions applicable to all restricted stock are deemed lapsed and satisfied and (c) all performance units are deemed to have been fully earned, as of the date of the change in control. Awards which have been granted and outstanding for less than six months as of the date of change in control are not then exercisable, vested or earned on an accelerated basis. The LTIP also contains provisions designed to prevent circumvention of the above acceleration provisions generally through coerced termination of an employee prior to the change in control of CSW. 54 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) RETIREMENT PLANS Pension Plan Table Annual Benefits After Average Compensation Specified Years of Credited Service 15 20 25 30 or more $100,000 ......... $ 25,050 $ 33,333 $ 41,667 $ 50,000 150,000 ......... 37,575 50,000 62,500 75,000 200,000 ......... 50,100 66,667 83,333 100,000 250,000 ......... 62,625 83,333 104,167 125,000 300,000 ......... 75,150 100,000 125,000 150,000 Executive officers are eligible to participate in the tax-qualified, CSW System Pension Plan like other employees of WTU. Certain executive officers, including the Named Executive Officers, are also eligible to participate in the Special Executive Retirement Plan (SERP), a non-qualified ERISA excess benefit plan. Such pension benefits depend upon years of credited service, age at retirement and amount of covered compensation earned by a participant. The annual normal retirement benefits payable under the pension and the SERP are based on 1.67% of "average compensation" times the number of years of credited service (reduced by (i) no more than 50% of a participant's age 62 Social Security benefit and (ii) certain other offset benefits). "Average compensation" is the covered compensation for the plans and equals the average annual compensation (salary as reported in the Summary Compensation Table) during the 36 consecutive months of highest pay during the 120 months prior to retirement. The combined benefit levels in the table above, which include both pension and SERP benefits, are based on retirement at age 65, the years of credited service shown, continued existence of the plans without substantial change, and payment in the form of a single life annuity. Respective years of credited service, as of December 31, 1993, for the individuals named in the Summary Compensation Table are as follows: Mr. Files, 22 years; Mr. Welch, 30 years; Mr. Brower, 13 years; Mr. Douty, 22 years; and Mr. Pruett, 18 years. Directors' Compensation The Board of Directors held five meetings during 1993. Directors who are not also executive officers and employees of WTU or its affiliates receive annual directors' fees of $6,000 for serving on the Board and a fee of $250 plus expenses for each meeting of the Board or committee attended. Those directors who are not also officers of WTU are eligible to participate in a deferred compensation plan. Under this plan such directors may elect to defer payment of annual directors' and meeting fees until they retire from the Board or as they otherwise direct. Compensation Committee Interlocks and Insider Participation No person serving during 1993 as a member of the Executive Compensation Committee of the Board of Directors of CSW served as an officer or employee of WTU during or prior to 1993. No person serving during 1993 as an executive officer of WTU serves or has served on the compensation committee or as a director of another company, one of whose executive officers serves as a member of the Executive Compensation Committee of CSW or as a director of WTU. 55 ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) (b) (continued) Security Ownership of Management The following table shows CSW common stock beneficially owned as of December 31, 1993 by each director and nominee, the Named Executive Officers and, as a group, all directors and executive officers of WTU. Share amounts shown in this table include restricted stock and options exercisable within 60 days after year end, shares of CSW common stock credited to Central and South West Corporation Thrift Plus plan accounts and all other shares of CSW common stock beneficially owned by the listed persons. Each person has sole voting and investment power with respect to all shares listed in the table below unless otherwise indicated. CSW Common Stock (1)(2) Name Richard F. Bacon 2,620 Harwell Barber 8,844 E. R. Brooks 60,959 Paul Brower 2,901 T. D. Churchwell 2,562 Paul Douty, Jr. 3,065 Glenn Files 5,710 Harry D. Mattison 24,675 Tommy Morris 2,000 James M. Parker 800 Jay Pruett 5,041 Dennis M. Sharkey 13,988 F. L. Stephens 1,483 Lloyd D. Vincent -- Don Welch 6,516 All of the above and other executive officers as a group 143,864 (1) Included in these amounts for Mr. Brooks, Mr. Mattison, Mr. Files, Mr. Welch, Mr. Brower, Mr. Douty, Mr. Pruett and the other executive officers as a group include shares of restricted stock of 7,172; 4,708; 1,381; 773; 423; 599; 136; and 16,781, respectively. These individuals currently have voting power, but not investment power with respect to these shares. The above shares also include 9,531; 6,176; 3,298; 1,045; 1,045; 971; and 31,858 shares underlying immediately exercisable options held by Mr. Brooks, Mr. Mattison, Mr. Files, Mr. Welch, Mr. Brower, Mr. Douty, Mr. Pruett and the directors and executive officers as a group, respectively. (2) All directors' and executive officers' shares owned as of December 31, 1993 as indicated aggregate less than 1% of the outstanding shares of such class. (c) Directors' and Executive Officers' Contracts and Transactions with System Companies. The Corporation has retained Glenn Biggs under a Memorandum of Agreement dated October 1, 1993 to pursue special business development activities in Mexico on behalf of the Corporation. This agreement, which provides for a monthly fee of $10,000, lasts through December 31, 1994, and may be extended by mutual agreement between Mr. Biggs and the Corporation. 56 ITEM 6. OFFICERS AND DIRECTORS - Part III. (c) (continued) The Corporation has retained Bracewell & Patterson, of which Mr. Foy is a partner, under a Legal Service Agreement dated April 1, 1980, to perform special assignments as required. This agreement is effective from month to month until canceled by either party. (d) Indebtedness of Directors or Executive Officers to System Companies. None. (e) Directors' and Executive Officers' Participation in Bonus and Profit- Sharing Arrangements and Other Benefits. See ITEM 6. Part III. (a) and (b) for a description of the participation of directors and executive officers of System companies in bonus and profit-sharing arrangements and other benefits. (f) Directors' and Executive Officers' rights to Indemnity. The state laws under which each of the companies is incorporated provide broadly for indemnification of directors and officers against claims and liabilities against them in their capacities as such. Each of the companies' charters or by-laws also provides for indemnification of directors and officers. In addition, directors and executive officers of Central and South West Corporation and all subsidiary companies are insured under directors' and officers' liability policies issued to Central and South West Corporation by National Union Fire Insurance Company of Pittsburgh, Pennsylvania, Associated Electric & Gas Insurance Services, Ltd. of Hamilton, Bermuda, Energy Insurance Mutual, Ltd. of Tampa, Florida A.C.E. Insurance Company, Ltd. of Hamilton, Bermuda and X. L. Insurance Company, Ltd. of Hamilton, Bermuda. All policies are for the period April 27, 1993 to April 27, 1994. The Corporation has entered into a standard form of indemnity agreement with each of its directors and officers. 57 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (1) None of the System companies made any expenditures, disbursements, or payments, in money, goods or services directly or indirectly to or for the account of any political party, candidate for public office or holder of such office, holder of any committee or agent thereof in 1993. (2) Expenditures, disbursements, or payments, in money, goods or services, directly or indirectly to or for the account of any citizens group, or public relations counsel were as follows for 1993:
Name of Company Name of Recipient of Beneficiary Purpose Account Charged Amount CPL Texas Chamber of Commerce Area Development Admin. and General $ 15,125 Less than $10,000-55 BeneficiariesArea Development Income Deduction 64,292 Less than $10,000-65 BeneficiariesArea Development Admin. and General 52,101 $ 131,518 PSO Metropolitan Tulsa Civic Activity, Income Deductions, Chamber of Commerce Area Development, Customer Service Energy Awareness and Admin. and General Activity $ 91,410 Oklahoma State Civic Activity Income Deductions, Chamber of Commerce Distribution, Customer Service, Admin. and General 56,487 Less than $10,000-6 Beneficiaries Area Development Income Deductions, Distribution, Customer Service, Admin. and General 9,399 Less than $10,000-93 Beneficiaries Civic Activity Income Deductions, Production, Distribution, Customer Accounting, Customer Service, Admin. and General 82,668 $ 239,964
58 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS (continued)
Name of Company Name of Recipient or Beneficiary Purpose Account Charged SWEPCO Shreveport Chamber of Commerce Civic Activity/ Income Deduction Area Development $ 20,755 Shreveport Chamber of Commerce Partners in Progress/ Income Deduction Area Development 30,000 Fayetteville Chamber of Commerce Civic Activity/ Income Deduction Area Development 10,771 Greater Shreveport Economic Area Development Admin. and General Development Foundation 20,048 Less than $10,000-53 Beneficiaries Civic Activity Income Deductions, Admin. and General 35,442 $ 117,016 WTU Texas Chamber of Commerce Area Development Admin. and General $ 12,240 San Angelo Chamber of Commerce Area Development Admin. and General 20,890 Less than $10,000-40 Beneficiaries Area Development Admin. and General 29,026 $ 62,156 TRANSOK United Way Civic Activity Income Deduction $ 138,460 Less than $10,000-79 Beneficiaries Civic Activity Income Deduction 62,092 $ 200,552
59 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS. Part I. Except those specifically excluded per reporting instructions, there were no contracts for services, including engineering or construction services, or goods supplied or sold by a System company to another System company for 1993. The electric subsidiary companies and Transok have contracts with CSW Credit for the sale of accounts receivable which were in effect at year-end 1993. Serving Receiving Date of Company Company Compensation Contracts CPL CSWC $7,115,164 1/14/91 PSO CSWC 5,514,144 1/14/91 SWEPCO CSWC 3,679,110 1/14/91 WTU CSWC 1,896,098 1/14/91 TRANSOK CSWC 3,744,065 1/14/91 $21,948,581 Part II. The System companies had no contracts to purchase services or goods during 1993 from any affiliate (other than a System company) or from a company, in which any officer or director of the receiving company is a partner or owns 5 percent or more of any class of equity securities, except as reported in Item 6. Part III. The following System companies employ those listed below for the performance on a continuing basis of management, supervisory or financial advisory services. System companies participating in an insurance trust, administered by Big Sandy Claims Management, Ltd., under the direction of eight Trustees, and the net amounts paid for services and for protection against property and casualty losses for 1993 were as follows: Central Power and Light Company $ 6,268,335 Public Service Company of Oklahoma 5,324,721 Southwestern Electric Power Company 4,114,195 West Texas Utilities Company 2,174,992 Transok, Inc. 429,105 Central and South West Services, Inc. 41,391 $18,348,739 60 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (continued) As of December 31, 1993, Trustees of the Trust Fund were: Trustee Position Company T. D. Churchwell(1) Vice President, Central and South West Corporate Services Services, Inc. Melanie J. Richardson Director, Central Power and Light Vice President, Company Corporate Services & Treasurer William N. English Treasurer & Kentucky Utilities Company Assistant Secretary Larry B. Connors Vice President, Central and South West Administration- Services, Inc. Operation Services W. J. Googe, Jr. Vice President, Southwestern Electric Corporate Services Power Company W. T. McLean Manager, West Texas Utilities Risk Management Company Department Peter J. Pedone Cash Manager & Transok, Inc. Assistant Secretary Harold E. Gustrowsky Manager, Wisconsin Power & Light Risk Management Company Department (1) Mr. Churchwell was elected to the Board of Directors and named Executive Vice President of WTU in 1994. 61 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. As of December 31, 1993, no System Companies has an ownership interest in an exempt wholesale generator or a foreign utility company. ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 1993 Page REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 62 FINANCIAL STATEMENTS Central and South West Corporation and Subsidiary Companies Consolidating Statement of Income for the year ended 63 December 31, 1993 Consolidating Balance Sheet as of December 31, 1993 64-65 Consolidating Statement of Cash Flows for the year ended 66 December 31, 1993 Consolidating Statement of Retained Earnings for the year 67 ended December 31, 1993 Consolidating Statement of Preferred Stock as of December 31, 1993 68 Consolidating Statement of Long-Term Debt as of December 31, 1993 69-70 Notes to Consolidated Financial Statements * * The Notes to Consolidated Financial Statements appearing on pages 53 to 72 of Central and South West Corporation's 1993 Annual Report on Form 10-K are incorporated herein by reference. 62 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Central and South West Corporation: We have audited the consolidated balance sheet of Central and South West Corporation (a Delaware corporation) and subsidiaries as of December 31, 1993, and the related consolidated statements of income, retained earnings and cash flows for the year then ended, incorporated by reference herein. These consolidated financial statements and the consolidating schedules referred to below are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements and schedules based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Central and South West Corporation and subsidiaries as of December 31, 1993, and the results of their operations and their cash flows for the year then ended in conformity with generally accepted accounting principles. In 1993, Central and South West Corporation and subsidiary companies changed their methods of accounting for unbilled revenues, postretirement benefits other than pensions, income taxes and postemployment benefits. Our audit was made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The consolidating schedules listed in Item 10 are presented for purposes of complying with the Securities and Exchange Commission's rules and regulations under the Public Utility Holding Company Act of 1935 and are not a required part of the basic consolidated financial statements. These consolidating schedules have been subjected to the auditing procedures applied in our audit of the basic consolidated financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole. ARTHUR ANDERSEN & CO. Dallas, Texas, February 25, 1994 63
Central and South West Corporation and Subsidiaries Consolidating Statement of Income For the Year Ended December 31, 1993 (millions except per share amount) CSW CONS. OPERATING REVENUES CONS. CPL PSO SWEPCO WTU TRANSOK CSW CSWS CSWE CSWL CSWC ELIM. Electric Residential $1,160 $474 $296 $274 $116 $0 $0 $0 $0 $0 $0 $0 Commercial 832 369 223 175 65 0 0 0 0 0 0 0 Industrial 736 281 150 251 54 0 0 0 0 0 0 0 Other 148 53 21 44 38 0 0 0 0 0 0 (8) Sales for Resale 179 46 18 93 72 0 0 0 0 0 0 (50) Gas and Other 632 0 0 0 0 705 0 0 0 0 56 (129) 3,687 1,223 708 837 345 705 0 0 0 0 56 (187) OPERATING EXPENSES AND TAXES Fuel and purchased power 1,209 414 332 373 143 0 0 0 0 0 0 (53) Gas purchased for resale 396 0 0 0 0 498 0 0 0 0 0 (102) Other operating 679 225 126 123 62 139 23 114 0 0 23 (156) Restructuring charges 97 29 25 25 15 0 2 0 0 0 0 1 Maintenance 197 82 46 50 13 6 0 8 0 0 0 (8) Depreciation and amortization 330 132 59 74 30 29 1 4 0 0 0 1 Taxes, other than Federal Income 197 86 28 47 22 10 2 3 0 0 1 (2) Total Federal Income taxes 125 65 20 27 14 3 (4) 0 (3) 0 3 0 3,230 1,033 636 719 299 685 24 129 (3) 0 27 (319) OPERATING INCOME 457 190 72 118 46 20 (24) (129) 3 0 29 132 OTHER INCOME AND DEDUCTIONS AFUDC-equity 3 1 1 1 0 0 0 0 0 0 0 0 Mirror CWIP liability amortization 76 76 0 0 0 0 0 0 0 0 0 0 Other 14 1 1 5 2 7 352 132 (7) 0 0 (479) Total Other Income and Deductions 93 78 2 6 2 7 352 132 (7) 0 0 (479) INCOME BEFORE INTEREST CHARGES 550 268 74 124 48 27 328 3 (4) 0 29 (347) INTEREST CHARGES Interest on long-term debt 219 113 32 41 19 14 0 0 0 0 0 0 Interest on short-term debt and other 54 12 2 5 3 1 20 2 2 0 22 (15) AFUDC-borrowed (4) (2) (1) (1) 0 0 0 0 0 0 0 0 Total Interest Charges 269 123 33 45 22 15 20 2 2 0 22 (15) INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES 281 145 41 79 26 12 308 1 (6) 0 7 (332) Cumulative effect of changes in accounting principles 46 27 6 3 4 7 0 (1) 0 0 0 0 NET INCOME 327 172 47 82 30 19 308 0 (6) 0 7 (332) Preferred stock dividends 19 14 1 3 1 0 0 0 0 0 0 0 NET INCOME FOR COMMON STOCK $308 $158 $46 $79 $29 $19 $308 $0 $(6) $0 $7 $(332) EARNINGS PER SHARE OF COMMON STOCK BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES $1.39 CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES $0.24 EARNINGS PER SHARE OF COMMON STOCK $1.63 AVERAGE COMMON SHARES OUTSTANDING 188.4 The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
64 Central and South West Corporation and Subsidiaries Consolidating Balance Sheet as of December 31, 1993 (millions)
CSW CONS. ASSETS CONS. CPL PSO SWEPCO WTU TRANSOK CSW CSWS CSWE CSWL CSWC ELIM. UTILITY PLANT Electric Production $5,775 $3,062 $896 $1,392 $425 $0 $0 $0 $0 $0 $0 $0 Transmission 1,228 352 335 351 190 0 0 0 0 0 0 0 Distribution 2,362 765 626 679 292 0 0 0 0 0 0 0 General 709 209 144 188 70 0 1 97 0 0 0 0 Construction work in progress 371 168 52 126 14 0 0 0 10 0 0 1 Nuclear fuel 160 160 0 0 0 0 0 0 0 0 0 0 Gas 752 0 0 0 0 752 0 0 0 0 0 0 11,357 4,716 2,053 2,736 991 752 1 97 10 0 0 1 Less - Accumulated depreciation 3,550 1,263 806 948 338 182 0 13 0 0 0 0 7,807 3,453 1,247 1,788 653 570 1 84 10 0 0 1 INVESTMENT IN SUBSIDIARIES 0 0 0 0 0 0 3,105 0 0 0 0 (3,105) CURRENT ASSETS Cash and temporary cash investments 62 2 2 7 1 11 5 0 0 7 27 0 Accounts receivable 813 24 20 24 24 28 590 17 71 0 678 (663) Materials and supplies, at average cost 149 64 38 25 14 7 0 0 0 0 0 1 Fuel inventory, substantially at average cost 102 17 21 49 15 0 0 0 0 0 0 0 Gas inventory/products for resale, substantially at LIFO 28 0 0 0 0 28 0 0 0 0 0 0 Unrecovered Fuel costs 70 53 17 0 0 0 0 0 0 0 0 0 Prepayments and other 55 10 3 20 2 17 4 2 1 0 9 (13) 1,279 170 101 125 56 91 599 19 72 7 714 (675) DEFERRED CHARGES AND OTHER ASSETS Deferred plant costs 518 490 0 0 28 0 0 0 0 0 0 0 Mirror CWIP assets 332 332 0 0 0 0 0 0 0 0 0 0 Income tax related regulatory assets 182 267 0 0 0 0 0 0 0 0 0 (85) Other non-utility investments 253 0 0 0 0 23 0 0 163 67 0 0 Other 252 70 72 55 17 8 21 8 1 0 0 (85) 1,537 1,159 72 55 45 31 21 8 164 67 0 (85) $10,623 $4,782 $1,420 $1,968 $754 $692 $3,726 $111 $246 $74 $714 $(3,864) The notes to financial statements (herein incorporated by reference as part of Exihibit A-1) are an integral part of this statement.
65 Central and South West Corporation and Subsidiaries Consolidating Balance Sheet as of December 31, 1993 (millions)
CSW CONS. CAPITALIZATION AND LIABILITIES CONS. CPL PSO SWEPCO WTU TRANSOK CSW CSWS CSWE CSWL CSWC ELIM. CAPITALIZATION Common stock $659 $169 $157 $136 $137 $9 $659 $0 $0 $0 $0 $(608) Paid-in-capital 518 405 180 245 2 142 518 0 26 1 48 (1,049) Retained earnings 1,753 850 98 265 127 104 1,753 0 (6) 11 0 (1,449) Total Common Stock Equity 2,930 1,424 435 646 266 255 2,930 0 20 12 48 (3,106) Preferred stock Not subject to mandatory redemption 292 250 20 16 6 0 0 0 0 0 0 0 Subject to mandatory redemption 58 22 0 36 0 0 0 0 0 0 0 0 Long-term debt 2,749 1,363 402 602 177 200 0 5 0 0 0 0 Total Capitalization 6,029 3,059 857 1,300 449 455 2,930 5 20 12 48 (3,106) CURRENT LIABILITIES Long-debt due within twelve months 26 4 0 5 17 0 0 0 0 0 0 0 Advanced from affiliates 0 171 32 28 12 21 0 84 0 0 0 (348) Short-term debt 769 0 0 0 0 0 769 0 0 0 0 0 Short-term debt--CSW Credit 641 0 0 0 0 0 0 0 0 0 641 0 Accounts payable 306 80 74 42 51 112 6 14 209 0 7 (289) Accrued taxes 98 34 15 27 15 0 4 1 0 0 2 0 Accrued interest 55 25 5 17 4 5 0 0 0 0 0 (1) Accrued restructuring charges 97 29 25 25 15 0 2 0 0 0 0 1 Other 168 28 54 47 2 13 1 0 9 0 16 (2) 2,160 371 205 191 116 151 782 99 218 0 666 (639) DEFERRED CREDIT Income taxes 1,935 1,058 260 333 134 86 2 6 1 62 0 (7) Investment tax credit 335 164 52 85 33 0 0 0 0 0 0 1 Income tax related regulatory liabilities 0 0 21 53 11 0 0 0 0 0 0 (85) Mirror CWIP and other 164 130 25 6 11 0 12 1 7 0 0 (28) Total Deferred Credits 2,434 1,352 358 477 189 86 14 7 8 62 0 (119) Total Capitalization and Liabilities $10,623 $4,782 $1,420 $1,968 $754 $692 $3,726 $111 $246 $74 $714 $(3,864) The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
66 Central and South West Corporation and Subsidiaries Consolidating Statement of
Cash Flows For the Year Ended December 31, 1993 CSW (millions) CONS. CONS. CPL PSO SWEPCO WTU TRANSOK CSW CSWS CSWE CSWL CSWC ELIM. OPERATING ACTIVITIES Net income $327 $172 $47 $82 $30 $19 $308 $0 $(6) $0 $7 $(332) Non-cash items included in net income Depreciation and amortization 366 140 65 93 32 30 1 4 0 0 0 1 Deferred income taxes, investment tax credits 94 85 7 (5) 3 16 (7) 2 0 (2) (4) (1) Restructuring charges 97 29 25 25 15 0 2 0 0 0 0 1 Cumulative effect of changes in accounting principles (46) (27) (6) (3) (4) (7) 0 1 0 0 0 0 AFUDC-equity (3) (1) (1) (1) 0 0 0 0 0 0 0 0 Mirror CWIP liabilities amortization (76) (76) 0 0 0 0 0 0 0 0 0 0 Changes in assets and liabilities Accounts receivable (64) (4) (8) (3) (3) 61 (196) (3) (34) 0 (62) 188 Unrecovered fuel costs (63) (53) (10) 0 0 0 0 0 0 0 0 0 Accounts payable 27 19 10 9 22 (8) 5 4 151 0 (5) (180) Accrued taxes 45 (9) 4 12 2 0 7 1 (1) 0 0 29 Other (10) 3 1 23 (7) (3) (43) (4) (2) 3 8 11 Undistributed earnings 0 0 0 0 0 0 (5) 0 0 0 0 5 694 278 134 232 90 108 72 5 108 1 (56) (278) INVESTING ACTIVITIES Construction expenditures (508) (177) (93) (139) (36) (33) 0 (30) 0 0 0 0 Acquisition expenditures (106) 0 0 (35) 0 (55) (15) 0 0 0 0 (1) AFUDC-borrowed (4) (2) (1) (1) 0 0 0 0 0 0 0 0 Non-affiliated accounts receivable purchased (314) 0 0 0 0 0 0 0 0 0 (314) 0 Other (137) 0 (6) (4) 3 (5) 0 0 (127) 0 0 2 (1,069) (179) (100) (179) (33) (93) (15) (30) (127) 0 (314) 1 FINANCING ACTIVITIES Proceeds from issuances of common stock 1 0 0 0 0 0 1 0 0 2 30 (32) Capital contribution 0 0 0 0 0 45 0 0 19 0 0 (64) Proceeds from issuances of long-term debt 904 441 181 222 0 60 0 0 0 0 0 0 Redemption of preferred stock (17) (7) 0 0 (10) 0 0 0 0 0 0 0 Retirement of long-term debt (50) 0 (10) (40) 0 0 0 0 0 0 0 0 Reacquisition of long-term debt(788) (428) (190) (146) (24) 0 0 0 0 0 0 0 Change in short-term debt 602 79 27 0 7 (118) 286 25 0 0 315 (19) Payment of dividends (325) (186) (41) (83) (31) 0 (305) 0 0 0 (6) 327 327 (101) (33) (47) (58) (13) (18) 25 19 2 339 212 Net Change In Cash and Cash Equivalents (48) (2) 1 6 (1) 2 39 0 0 3 (31) (65) Cash and Cash Equivalents At Beginning Of Year 110 4 1 1 2 9 314 0 0 4 58 (283) Cash and Cash Equivalents At End Of Year $62 $2 $2 $7 $1 $11 $353 $0 $0 $7 $27 $(348) The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are in integral part of this statement. SUPPLEMENTAL INFORMATION Interest paid less amounts capitalized $260 $117 $35 $42 $18 $13 $20 $2 $0 $0 $22 $(9) Income taxes paid (refunded) $53 $4 $9 $21 $0 $(3) $18 $(1) $(2) $2 $5 $0
67
Central and South West Corporation and Subsidiaries Consolidating Statement of Retained Earnings For the Year Ended December 31, 1993 (millions) CSW CONS. CONS. CPL PSO SWEPCO WTU TRANSOK CSW CSWS CSWE CSWL CSWC ELIM. Retained Earnings at Beginning of Year $1,751 $864 $92 $266 $128 $85 $1,751 $0 $0 $11 $0 $(1,44 Net income for common stock 308 158 46 79 29 19 308 0 (6) 0 7 (332) Deduct: Common stock dividends 306 172 40 80 30 0 306 0 0 0 7 (329) Retained Earnings at End of Year $1,753 $850 $98 $265 $127 $104 $1,753 $0 $(6) $11 $0 $(1,44 The notes to financial Statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
68 Central and South West Corporation and Subsidiary Companies Consolidating Statement of Preferred Stock as of December 31, 1993 (millions) Not Subject to Mandatory Redemption Central Power and Light Company 4.00% Series, 100,000 shares $10 4.20% Series, 75,000 shares 7 7.12% Series, 260,000 shares 26 8.72% Series, 500,000 shares 50 Auction Series, 750,000 shares 75 Auction Series, A and B, 850,000 shares 85 Issuance expense (3) 250 Public Service Company of Oklahoma 4.00% Series, 97,900 shares 10 4.24% Series, 100,000 shares 10 20 Southwestern Electric Power Company 5.00% Series, 75,000 8 4.65% Series, 25,000 2 4.28% Series, 60,000 6 16 West Texas Utilities Company 4.40% Series, 60,000 6 6 Total Consolidated $292 Subject to Mandatory Redemption Central Power and Light Company 10.05% Series, 223,750 shares $22 22 Southwestern Electric Power Company 6.95% Series, 364,000 shares 37 Issuance expense (1) 36 Total Consolidated $58 68 Central and South West Corporation and Subsidiary Companies Consolidating Statement of Long - Term Debt as of December 31, 1993 (millions) CENTRAL POWER AND LIGHT COMPANY First mortgage bonds - Series J, 6-5/8%, due January 1, 1998 $28 Series L, 7%, due February 1, 2001 36 Series T, 7-1/2%, due December 15, 2014 112 Series U, 9-3/4%, due July 1, 2015 32 Series Z, 9-3/8%, due December 1, 2019 140 Series AA, 7-1/2%, due March 1, 2020 50 Series BB, 6%, due October 1, 1997 200 Series CC, 7-1/4%, due October 1, 2004 100 Series DD, 7-1/8%, due December 1, 1999 25 Series EE, 7-1/2%, due December 1, 2002 115 Series FF, 6-7/8%, due February 1, 2003 50 Series GG, 7-1/8%, due February 1, 2008 75 Series HH, 6%, due April 1, 2000 100 Series II, 7-1/2%, due April 1, 2023 100 Installment sales agreements - Pollution control bonds Series 1974A, 7-1/8%, due June 1, 2004 9 Series 1977, 6%, due November 1, 2007 34 Series 1984, 7-7/8%, due September 15, 2014 6 Series 1984, 10-1/8%, due October 15, 2014 69 Series 1986, 7-7/8%, due December 1, 2016 60 Series 1993, 6%, due July 1, 2028 120 Unamortized discount (12) Unamortized cost of reacquired debt (86) $1,363 PUBLIC SERVICE COMPANY OF OKLAHOMA First mortgage bonds - Series J, 5-1/4%, due March 1, 1996 $25 Series K, 7-1/4%, due January 1, 1999 25 Series L, 7-3/8%, due March 1, 2002 30 Series S, 7-1/4%, due July 1, 2003 65 Series T, 7-3/8%, due December 1,2004 50 Series U, 6-1/4%, due April 1, 2003 35 Series V, 7-3/8%, due April 1, 2023 100 Series W, 6-1/2%, due June 1, 2005 50 Installment sales agreements - Pollution control bonds Series A, 5.9%, due December 1, 2007 35 Series 1984, 7-7/8%, due September 15, 2014 13 Unamortized discount (5) Unamortized cost of reacquired debt (21) $402 70 Central and South West Corporation and Subsidiary Companies Consolidating Statement of Long - Term Debt as of December 31, 1993 (millions) SOUTHWESTERN ELECTRIC POWER COMPANY First mortgage bonds- Series U, 9-1/8%, due November 1, 2019 $5 Series V, 7-3/4%, due June 1, 2004 40 Series W, 6-1/8%, due September 1, 1999 40 Series X, 7%, due September 1, 2007 90 Series Y, 6-5/8%, due February 1, 2003 55 Series Z, 7-1/4%, due July 1, 2023 45 Series AA, 5-1/4%, due April 1, 2000 45 Series BB, 6-7/8%, due October 1, 2025 80 Series 1976 A, 6.2%, due November 1, 2006 7 Series 1976 B, 6.2%, due November 1, 2006 1 Installment sales agreement - Pollution control bonds Series 1978 A, 6%, due January 1, 2008 14 Series 1986, 8.2%, due July 1, 2014 82 Series 1991 A, 8.2%, due August 1, 2011 17 Series 1991 B, 6.9%, due November 1, 2004 12 Series 1992, 7.6%, due January 1, 2019 54 Bank loan, variable rate, due June 15, 1997 50 Railcar lease obligations 17 Unamortized discount (4) Unamortized costs of reacquired debt (48) $602 WEST TEXAS UTILITIES COMPANY First mortgage bonds- Series O, 9-1/4%, due December 1, 2019 $63 Series P, 7-3/4%, due June 1, 2007 25 Series Q, 6-7/8%, due October 1, 2002 35 Series R, 7%, due October 1, 2004 40 Installment sales agreement - Pollution control bonds Series 1984, 7-7/8%, due September 15, 2014 44 Unamortized discount (1) Unamortized costs of reacquired debt (29) $177 TRANSOK, INC. Medium-term notes, various maturities $200 $200 CENTRAL AND SOUTH WEST SERVICES, INC. Note payable, 9%, due February 1, 2008 $5 TOTAL CONSOLIDATED $2,749 71 EXHIBITS Exhibit A A-1 CSW - Annual Report on Form 10-K for the year ended December 31, 1993 (incorporated herein by reference to File No. 1-1443). A-2 CPL - Annual Report on Form 10-K for the year ended December 31, 1993 (incorporated herein by reference to File No. 0-346). A-3 PSO - Annual Report on Form 10-K for the year ended December 31, 1993 (incorporated herein by reference to File No. 0-343). A-4 SWEPCO - Annual Report on Form 10-K for the year ended December 31, 1993 (incorporated herein by reference to File No. 1-3146). A-5 WTU - Annual Report on Form 10-K for the year ended December 31, 1993 (incorporated herein by reference to File No. 0-340). Exhibit B CSW B-1.1 Second Restated Certificate of Incorporation of the Corporation, (incorporated herein by reference to Exhibit 3(a) to CSW's 1990 Form 10-K File No. 1-1443). B-1.2 Certificate of Amendment to Second Restated Certificate of Incorporation of the Corporation - filed herewith. B-1.3 By-laws, as amended, of the Corporation (incorporated by reference to Exhibit 3(b) to CSW's 1990 Form 10-K File No. 1- 1443). CPL B-2.1 Restated Articles of Incorporation, as amended, of CPL (incorporated herein by reference to Exhibit 4(a) to CPL's Registration Statement No. 33-4897, Exhibits 5 and 7 to Form U-1 File No. 70-7171, Exhibits 5, 8.1, 8.2 and 19 to Form U-1 File No. 70-7472 and CPL's Form 10-Q for the quarterly period ended September 30, 1992, Item 6, Exhibit 1). B-2.2 By-laws, as amended of CPL (incorporated herein by reference to Exhibit 3(b) to CPL's 1990 Form 10-K File No. 0- 346). 72 ITEM 10. (Continued) PSO B-3.1 Restated Certificate of Incorporation of PSO (incorporated herein by reference to Exhibit 3 to PSO's 1987 Form 10-K File No. 0- 343). B-3.2 By-Laws, as amended of PSO (incorporated herein by reference to Exhibit 3(b) to PSO's 1990 Form 10-K File No. 0-343). SWEPCO B-4.1 Restated Certificate of Incorporation, as amended of SWEPCO (incorporated herein by reference to Exhibit 3 to SWEPCO's 1980 Form 10-K File No. 1-3146, Exhibit 2 to Form U-1 File No. 70- 6819, Exhibit 3 to Form U-1 File No. 70-6924 and Exhibit 4 to Form U-1 File No. 70-7360). B-4.2 By-laws, as amended of SWEPCO (incorporated herein by reference to Exhibit 3(b) to SWEPCO's 1988 Form 10-K File No. 1-3146). WTU B-5.1 Restated Articles of Incorporation, as amended of WTU (incorporated herein by reference to Exhibit 3(a) to WTU's 1987 Form 10-K File No. 0-340 and 3(b) to WTU's 1988 Form 10-K File No. 0-340). B-5.2 By-laws, as amended of WTU (incorporated herein by reference to Exhibit 3(b) to WTU's 1991 Form 10-K File No. 0-340). TRANSOK B-6.1 Articles of Incorporation (incorporated herein by reference to the Central and South West Corporation annual report on Form U5S for the year ended December 31, 1986, Item 9, Exhibit B-6.1). B-6.2 By-laws (incorporated herein by reference to the Central and South West Corporation annual report on Form U5S for the year ended December 31, 1986, Item 9, Exhibit B-6.2). CSWS B-7.1 Articles of Amendment to the Articles of Incorporation (incorporated herein by reference to the Central and South West Corporation annual report on Form U5S for the year ended December 31, 1987, Item 9, Exhibit B-7.1). 73 ITEM 10. (Continued) B-7.2 By-laws, as amended, effective March 18, 1993 - filed herewith. CSWE B-8.1 Articles of Amendment to the Articles of Incorporation (incorporated herein by reference to the Central and South West Corporation annual report on Form U5S for the year ended December 31, 1987, Item 9, Exhibit B-9.1). B-8.2 By-laws (incorporated herein by reference to the Central and South West Corporation annual report on Form U5S for the year ended December 31, 1987, Item 9, Exhibit B-9.2). CSWL B-9.1 Articles of Incorporation (incorporated herein by reference to the Central and South West Corporation annual report on Form U5S for the year ended December 31, 1984, Item 9, Part VI). B-9.2 By-laws (incorporated herein by reference to the Central and South West Corporation annual report on Form U5S for the year ended December 31, 1983, Item 9, Part VI). CSWC B-10.1 Articles of Incorporation (incorporated herein by reference to the Central and South West Corporation annual report on Form U5S for the year ended December 31, 1985, Item 9, part VI). B-10.2 By-laws (incorporated herein by reference to the Central and South West Corporation annual report on Form U5S for the year ended December 31, 1987, Item 9, Exhibit B-11.2). 74 ITEM 10. (Continued) Exhibit C CSW C-1.1 Agreement and Plan of Merger Among El Paso Electric Company, Central and South West Corporation and CSW Sub, Inc. Dated as of May 3, 1993 as Amended May 18, 1993, (incorporated herein by reference to Exhibit 2.1 to the Corporation's Form 8-K dated December 29, 1993, File No. 1-1443). C-1.2 Second Amendment Dated as of August 26, 1993 to Agreement and Plan of Merger Among El Paso Electric Company, Central and South West Corporation and CSW Sub, Inc. Dated as of May 3, 1993 as amended on May 18, 1993, (incorporated herein by reference to Exhibit 2.2 to the Corporation's Form 8-K dated December 29, 1993, File No. 1-1443). C-1.3 Third Amendment Dated as of December 1, 1993 to Agreement and Plan of Merger Among El Paso Electric Company, Central and South West Corporation and CSW Sub, Inc. Dated as of May 3, 1993 as amended on May 18, 1993 and August 26, 1993, (incorporated herein by reference to Exhibit 2.3 to the Corporation's Form 8-K dated December 29, 1993, File No. 1-1443). C-1.4 Modified Third Amended Plan of Reorganization of El Paso Electric Company Providing for the Acquisition of El Paso Electric Company by Central and South West Corporation as corrected December 6, 1993, and confirmed by the Bankruptcy Court, (incorporated herein by reference to Exhibit 2.4 to the Corporation's Form 8-K dated December 29, 1993, File No. 1-1443). C-1.5 Order and Judgement Confirming El Paso Electric Company'sThird Amended Plan of Reorganization, as Modified, Under Chapter 11 of the United States Bankruptcy Code and Granting Related Relief, (incorporated herein by reference to Exhibit 2.5 to the Corporation's Form 8-K dated December 29, 1993, File No. 1-1443). CPL C-2.1 Indenture of Mortgage or Deed of Trust dated November 1, 1943, executed by CPL to The First National Bank of Chicago and Robert L. Grinnell, as Trustees, as amended through October 1, 1977 (incorporated herein by reference to Exhibit 5.01 in File No. 2-60712), and the Supplemental Indentures of CPL dated September 1, 1978, (incorporated herein by reference to Exhibit 2.02 in File No. 2-62271) and December 15, 1984, July 1, 1985, May 1, 1986 and November 1, 1987 (incorporated herein by reference to Exhibit 17 to Form U-1 File No. 70-7003, Exhibit 4(b) in File No. 2-98944, Exhibit 4 to Form U-1 File No. 70-7236 and Exhibit 4 to Form U-1 File No. 70-7249) and June 1, 1988 and December 1, 1989 , March 1, 1990, October 1, 1992, December 1, 1992, February 1, 1993 and April 1, 1993 (incorporated herein by reference to Exhibit 2 to Form U-1 File No. 70-7520 and Exhibit 3 to Form U-1 File No. 70- 7721, Exhibit 10(a), 10(b) and 10(c), respectively, to Form U-1 File No. 70-8053). 75 ITEM 10. (Continued) PSO C-3.1 Indenture dated July 1, 1945, as amended (incorporated herein by reference to Exhibit 5.03 in Registration No. 2-60712) and the Supplemental Indenture dated June 1, 1979 (incorporated herein by reference to Exhibit 2.02 in Registration No. 2-64432), Supplemental Indenture dated December 1, 1979 (incorporated herein by reference to Exhibit 2.02 in Registration No. 2-65871), Supplemental Indenture dated March 1, 1983 (incorporated herein by reference to Exhibit 2 to Form U- 1 File No. 70-6822), Supplemental Indenture dated May 1, 1986 (incorporated herein by reference to Exhibit 3 to Form U-1 File No. 70- 7234), Supplemental Indenture dated July 1, 1992 (incorporated herein by reference to Exhibit 4(b) to PSO's 1992 Form 10-K in File No. 0- 343), Supplemental Indenture dated December 1, 1992 (incorporated herein by reference to Exhibit 4(c) to PSO's Form S-3 in File No. 33- 49143) and Supplemental Indenture dated April 1, 1993 (incorporated herein by reference to Exhibit 4(b) to Form S-3 File No. 33-49575). SWEPCO C-4.1 Indenture dated February 1, 1940, as amended through November 1, 1976, of SWEPCO's (incorporated herein by reference to Exhibit 5.04 in Registration No. 2-60712), the Supplemental Indenture dated August 1, 1978 (incorporated herein by reference to Exhibit 2.02 in Registration No. 2-61943), the Supplemental Indenture dated January 1, 1980 (incorporated herein by reference to Exhibit 2.02 in Registration No. 2-66033), the Supplemental Indenture dated April 1, 1981 (incorporated herein by reference to Exhibit 2.02 in Registration No. 2-71126), the Supplemental Indenture dated May 1, 1982 (incorporated herein by reference to Exhibit 2.02 in Registration No. 2-77165), the Supplemental Indenture dated August 1, 1985 (incorporated herein by reference to Exhibit 4 to Form U-1 File No. 70-7121), the Supplemental Indenture dated May 1, 1986 (incorporated herein by reference to Exhibit 3 to Form U-1 File No. 70-7233, the Supplemental Indenture dated November 1, 1989 (incorporated herein by reference to Exhibit 3 to Form U-1 File No. 70-7676), the Supplemental Indenture dated June 1, 1992 (incorporated herein by reference to Exhibit 10 to Form U-1 File No. 70-7934), the Supplemental Indenture dated September 1, 1992 (incorporated herein by reference to Exhibit 10(a) to Form U-1 File No. 70-8041), the Supplemental Indenture dated February 1, 1993 (incorporated herein by reference to Exhibit 10(b) to Form U-1 File No. 72-8041), the Supplemental Indenture dated July 1, 1993 (incorporated herein by reference to Exhibit 10(c) to Form U-1 File No. 70-8041) and the Supplemental Indenture dated October 1, 1993 (incorporated herein by reference to Exhibit 10(a) to Form U-1 File No. 70-8239). 76 ITEM 10. (Continued) WTU C-5.1 Indenture dated August 1, 1943, as amended through July 1, 1973 (incorporated herein by reference to Exhibit 5.05 in File No. 2-60712), Supplemental Indenture dated May 1, 1979 (incorporated herein by reference to Exhibit No. 2.02 in File No. 2-63931), Supplemental Indenture dated November 15, 1981 (incorporated herein by reference to Exhibit No. 4.02 in File No. 2-74408), Supplemental Indenture dated November 1, 1983 (incorporated herein by reference to Exhibit 12 to Form U-1, File No. 70-6820), Supplemental Indenture dated April 15, 1985 (incorporated herein by reference to Amended Exhibit 13 to Form U-1, File No. 70-6925), Supplemental Indenture dated August 1, 1985 (incorporated herein by reference to Exhibit 4(b) in File No. 2-98843), Supplemental Indenture dated May 1, 1986 (incorporated herein by reference to Exhibit 4 to Form U-1, File No. 70-7237), Supplemental Indenture dated December 1, 1989 (incorporated herein by reference to Exhibit 3 to Form U-1, in File No. 70-7719), Supplemental Indenture dated June 1, 1992 (incorporated herein by reference to Exhibit 10 to Form U-1, File No. 70-7936), Supplemental Indenture dated October 1, 1992 (incorporated herein by reference to Exhibit 10 to Form U-1, File No. 8057) and Supplemental Indenture dated February 1, 1994 (incorporated herein by reference to Exhibit 10 to Form U-1, File No. 70-8265). C-5.2 Indenture dated June 1, 1982 (incorporated herein by reference to Exhibit 4.01 in File No. 2-77622). Exhibit D D-1 Tax allocation agreement - filed herewith. Exhibit E E-1 SWEPCO Statement of Environmental Laboratory Services for the year ended December 31, 1993 - filed herewith. Exhibit F F-1 Financial statements of CSW Credit, Inc. for the year ended December 31, 1993 - filed herewith. F-2 Financial statements of the Arklahoma Corporation for the fiscal year ended November 30, 1993 (unaudited) - filed herewith. F-3 Utility plant accounts from the FERC Form 1 of each of the electric operating subsidiaries - filed herewith. Exhibit G - not applicable Exhibit H - not applicable Exhibit I - not applicable 77 Other Exhibits 0-1 Transok 1993 Cost of Service Study - filed herewith. 0-2 Restricted Stock Plan for Central and South West Corporation (incorporated by reference to Exhibit 10(a) to CSW's 1990 Form 10-K in File No. 1-1443). 0-3 Central and South West System Special Executive Retirement Plan (incorporated by reference Exhibit 10(b) to CSW's 1990 Form 10-K in File No. 1-1443). 0-4 Executive Incentive Compensation Plan for Central and South West System (incorporated by reference to Exhibit 10(c) to CSW's 1990 Form 10-K in File No. 1-1443). 0-5 Central and South West Corporation Stock Option Plan (incorporated by reference to Exhibit 10(d) to CSW's 1990 Form 10-K in File No.1-1443). 0-6 Central and South West Corporation Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 10(e) to CSW's 1990 Form 10-K in File No. 1-1443). 0-7 Central and South West Corporation 1992 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Central and South West Corporation Notice of 1992 Annual Meeting of Shareholders and Proxy Statement). 78 S I G N A T U R E Central and South West Corporation has duly caused this annual report for the year ended December 31, 1993, to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. CENTRAL AND SOUTH WEST CORPORATION Date: April 29, 1994 By Wendy G. Hargus Controller 79 S I G N A T U R E Southwestern Electric Power Company has duly caused this annual report for the year ended December 31, 1993, to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. SOUTHWESTERN ELECTRIC POWER COMPANY Date: April 29, 1994 By Rox E. Colvin Controller EX-1 2 EXHIBIT B-1.2 CERTIFICATE OF AMENDMENT to SECOND RESTATED CERTIFICATE OF INCORPORATION of CENTRAL AND SOUTH WEST CORPORATION Central and South West Corporation (the "Corporation"), a corporation organized and existing under and by virtue of the laws of the State of Delaware, hereby certifies that: 1. In accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (Title 8 of the Delaware Code), the Board of Directors and the Common Stockholders of the Corporation have duly adopted the following amendment to the Corporation's Second Restated Certificate of Incorporation, as heretofore amended (the "Certificate"). 2. Article "Fourth" of the Certificate is hereby amended by changing the first sentence thereof to read as follows: "The total number of shares of stock which the Corporation shall have authority to issue is Three Hundred and Fifty Million (350,000,000) shares of Common Stock of the par value of $3.50 each." IN WITNESS WHEREOF, Central and South West Corporation has caused this Certificate of Amendment to be signed by Ferd. C. Meyer, Jr., its Senior Vice President and General Counsel, and sealed with its corporate seal and attested by Frederic L. Frawley, its Secretary, this 20th day of May, 1991. Central and South West Corporation (CORPORATE SEAL) By Ferd C. Meyer Senior Vice President and General Counsel ATTEST: Frederic L. Frawley Secretary EX-2 3 EXHIBIT B-7.2 1 CENTRAL AND SOUTH WEST SERVICES, INC. BYLAWS Revised effective March 18, 1993 2 BYLAWS OF CENTRAL AND SOUTH WEST SERVICES, INC. ARTICLE I SHAREHOLDERS SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the third Thursday of April of each year, at the hour of 10:00 a.m., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be on a legal holiday in the State of Texas the meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be. SECTION 2. Special Meetings. The Board of Directors may designate any place as the place of meeting for any annual meeting or any special meetings of the shareholders of the Corporation called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at any meeting may designate any place as the place for holding of such meeting. If no designation is made, or if a special meeting of shareholders be otherwise called, the place of meeting shall be the registered office of the Corporation. 3 SECTION 3. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than forty-five (45) days before the date of the meeting in the case of the annual meeting, and not less than five (5) nor more than forty-five (45) days before the meeting in case of a special meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. SECTION 4. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed in any case, fifteen (15) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders not more than fifty (50) days and not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. 4 SECTION 5. Voting Lists. (a) The officer or agent having charge of the stock transfer books of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at a meeting, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation. It shall be subject to inspection by any shareholder at any time during usual business hours. Such lists shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list of transfer books or to vote at any meeting of stockholders. (b) Failure to comply with these requirements of this section shall not affect the validity of any action taken at such meeting. SECTION 6. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such next meeting after adjournment at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. 5 The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. In no event shall a quorum consist of less than one-third of the shares entitled to vote and represented at such meeting. SECTION 7. Proxies. At all meetings of the shareholders a shareholder may vote by proxy, executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy, and in no event shall it remain irrevocable for a period of more than eleven (11) months. In no event shall a proxy be valid for a period longer than that allowed by law. SECTION 8. Holding of Shares. Each outstanding share of every class shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of any class of shares are limited by the Articles of Incorporation. SECTION 9. Voting of Shares by Certain Holders. (a) Shares standing in the name of another corporation may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision as the board of directors of such corporation may determine, except as prohibited by law. (b) Shares held by an administrator, executor, guardian or conservator may be voted by him either in person or by proxy, 6 without a transfer of such shares into his name, except as prohibited by law. Shares standing in the name of a trustee, may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. (c) Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver, without the transfer thereof into his name if the authority so to do be contained in an appropriate order of the court by which such receiver was appointed. (d) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. (e) Shares of its own stock belonging to the Corporation or held by it in a fiduciary capacity shall not be voted directly or indirectly, at any meeting. Such shares shall not be counted in determining the total number of outstanding shares at any given time. SECTION 10. Voting. Every shareholder entitled to vote shall have the right to vote, in person or by proxy, the number of shares owned by him for or against the question presented, and at each election for directors, to vote, in person or by proxy, the number of shares owned by him for each of as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes in the matter set forth in Article 2.29 D of the Texas Business Corporation Act. 7 SECTION 11. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if they consent in writing, setting forth the action so taken. The consent shall be signed by all of the shareholders entitled to vote on the subject matter of the consent. ARTICLE II BOARD OF DIRECTORS SECTION 1. The number of Directors of the Corporation shall be such number, not less than one, as the Board shall by resolution determine from time to time. The Directors shall be elected at each annual meeting of the stockholders except that a majority of the Directors at the time in office, including any Director who shall have resigned from the Board effective at a future date, though less than a quorum, may fill any vacancy occurring on the Board of Directors or any newly created directorship. Each Director shall hold office until the next succeeding annual meeting of the stockholders and until his successor shall have been elected and qualified, or until his earlier resignation or removal. SECTION 2. The Board of Directors shall not elect or propose for election by the stockholders of the Corporation (a) any person who has attained age seventy-two or will have attained that age on or before the date of his election by the Board or proposed election by the stockholders, or (b) any employee of the Corporation or any of its subsidiaries whose service as such employee has terminated or will in normal course terminate on or 8 before the date of his election by the Board or proposed election by the stockholders. The term of any Director who is an employee of the Corporation or of any subsidiary of the Central and South West Corporation, shall expire concurrently with the termination of service of that Director as such an employee. SECTION 3. A regular meeting of the Board of Directors shall be held immediately or as soon as practicable after the election of Directors in each year, provided a quorum for such meeting can be obtained. Thereafter regular meetings of the Board shall be held on such dates and at such hour and place as to each meeting as the Board by resolution determines. Notice of every regular meeting of the Board, except the first meeting after the election of Directors in each year, stating the date, hour and place at which such meeting will be held, shall be given to each Director personally, by telephone, by telegraph or by mail, at least seven (7) days before the day of such meeting. SECTION 4. Special meetings of the Board of Directors may be called by the Chairman, by the President, the Vice Chairman, if any, or a Vice President when acting in the Chairman's stead, or by any two Directors. Notice of every special meeting of the Board, stating the time and place at which it will be held, shall be given to each Director personally, by telephone, by telegraph or by mail, at least four (4) days before the date of such meeting. SECTION 5. Notice to a Director of any meeting may be waived in writing by such Director, either before or after the 9 meeting, and shall be deemed to have been waived by his attendance at the meeting. SECTION 6. A majority of the number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board, but a lesser number may adjourn the meeting from time to time until a quorum is obtained, or may adjourn sine die. At every meeting of the Board of Directors at which a quorum is present a majority vote of the Directors present shall be decisive of all questions before the meeting. ARTICLE III COMMITTEES SECTION 1. The Board of Directors may from time to time appoint, by resolution passed by a majority of the whole Board, standing or special committees, each consisting of two or more Directors, each committee to have such powers, permitted by law, as the Board may determine. SECTION 2. Meetings of a committee may be called by the chairman of the committee, by any two members of the committee or by the Chairman. Notice of each committee meeting, stating the date, hour and place at which it will be held shall be given to each member of the committee personally, by telephone, by telegraph or by mail, at least four (4) days before the day of such meeting. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof, but a lesser number may adjourn sine die. A majority vote of those present at a meeting of a committee at 10 which a quorum is present shall be decisive of all questions before the meeting. SECTION 3. In the absence or disqualification of any member of a committee, the remaining member or members present at a meeting and not disqualified from voting, whether or not constituting a quorum, may appoint another Director to act at such meeting in the place of such absent or disqualified member. SECTION 4. Notice to a Director of any committee meeting may be waived in writing by such Director, either before or after the meeting, and shall be deemed to have been waived by his attendance at the meeting. ARTICLE IV OFFICERS SECTION 1. There shall be elected by the Board of Directors at its first meeting after the election of Directors in each year, a Chairman, a Chief Executive Officer, a President, a Secretary and a Treasurer, and there may be elected by the Board a Vice Chairman and such number of Vice Presidents, including Executive Vice Presidents, as the Board may decide upon, a Chief Financial Officer, a General Counsel, a Controller, and one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Controllers or Assistant Treasurers. The Board may also provide for, and elect or appoint, at any time, such other officers and prescribe for each of them such duties as in its judgment may be desirable. The Chairman and the Chief Executive Officer shall be, and any other officers may, but shall not be required to be, Directors of the Corporation. Any two or more offices, except those of Chief Executive 11 Officer and Secretary, may be held by the same person. All officers shall hold their respective offices until the first meeting of the Board of Directors after the next succeeding annual election of Directors and until their respective successors shall have been elected and qualified, or until their earlier resignation or removal. Any officer may be removed from office by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Such removal, however, shall be without prejudice to the contract rights, if any, of the persons so removed. Election of an officer shall not of itself create contract rights. SECTION 2. The Chairman shall, when present, preside at all meetings of the stockholders and of the Board of Directors and may attend any meeting of any committee of the Board whether or not he is a member. The Chief Executive Officer shall have general authority over all its affairs and over all its other officers, agents and employees of the Corporation. He shall sign all papers and documents to which his signature may be necessary or appropriate and shall have such other powers and duties as usually devolve upon the chief executive officer of a corporation, and such further powers and duties as may be prescribed for him by the Board of Directors. He shall have authority to appoint, remove or discharge any agent, employee or any officers not elected or appointed by the Board of Directors and, when the Board is not in session, to suspend the authority of any officer elected or appointed by the Board, subject to the pleasure of the Board at its next meeting. SECTION 3. The Vice Chairman shall have such specific powers and duties, and such authority over the affairs of the 12 Corporation, as may be prescribed for him by the Board of Directors or the Chairman. The Vice Chairman shall report to the Chairman. In the absence or disability of the Chairman, the Vice Chairman, in addition to his powers and duties as such, shall exercise and perform the powers and duties of the Chairman. SECTION 4. The President shall be the chief operating officer of the Corporation, and subject to the direction of the Board of Directors, the Chairman, and the Chief Executive Officer, shall supervise the administration of the affairs of the Corporation and shall perform such duties as are delegated to him by the Chairman or the Chief Executive Officer. He shall sign all instruments required by law or otherwise to be signed by the President. The President shall report to the Chief Executive Officer. In the absence or disability of the Chairman and the Chief Executive Officer, if any, the President, in addition to his powers and duties as such, shall exercise and perform the powers and duties of the Chairman. SECTION 5. The officer designated as the Chief Financial Officer or the Vice President of Information Resources of the Corporation, subject to the direction of the Board of Directors, and the President, shall supervise the administration of the affairs of the Corporation in the areas of financing, taxes, treasury functions, accounting and rates and perform such duties as are delegated to him by the President. He shall report to the President. SECTION 6. Each Vice President shall report to the Chairman, the Vice Chairman, if any, the President, or other officer as designated by the Chairman, and shall have such powers and duties as may be prescribed for him by the Board 13 of Directors, the Chairman or the officer to whom he reports if other than the Chairman. SECTION 7. The General Counsel shall be responsible for the supervision of the legal affairs of the Corporation and in connection therewith shall have such specific powers and duties as shall be delegated to him by the President. The General Counsel shall report to the President. SECTION 8. The Controller shall be responsible for the installation and supervision of all accounting records of the Corporation, preparation and interpretation of the financial statements and reports of the Corporation, maintenance of appropriate and adequate records of authorized appropriations, determination that all sums expended pursuant to such appropriations are properly accounted for, and ascertainment that all financial transactions are properly executed and recorded, and shall have such specific powers and duties as shall be delegated to him by the President, the Chief Financial Officer or the Vice President of Information Resources. The Controller may be required to give bond to the Corporation for the faithful discharge of his duties in such form and in such amount and with such surety as shall be determined by the Board of Directors. The Controller shall report to the Chief Financial Officer or the Vice President of Information Resources. SECTION 9. The Secretary shall attend all meetings of the stockholders and of the Board of Directors, shall keep a true and faithful record thereof, and shall have the custody and care of the corporate seal, records, minute books 14 and stock books of the Corporation. Except as may be otherwise required by law, he shall sign and issue all notices required for meetings of stockholders and of the Board of Directors. Whenever requested by the requisite number of stockholders or Directors, he shall give notice, in the name of the stockholders or Directors making the request, of a meeting of the stockholders or of the Board of Directors, as the case may be. He shall sign all documents and papers to which his signature may be necessary or appropriate, shall affix and attest the seal of the Corporation to all instruments requiring the seal, and shall have such other powers and duties as are commonly incidental to the office of the secretary of a corporation or as may be prescribed for him by the Board of Directors, the President or the General Counsel. He shall report to the President. SECTION 10. The Treasurer shall have charge of and be responsible for the collection, receipt, custody and disbursement of the funds of the Corporation, and shall deposit its funds in the name of the Corporation in such banks, trust companies or other depositories as the Board of Directors may direct. Such funds shall be subject to withdrawal only upon checks or drafts signed or authenticated in such manner as may be designated from time to time by resolution of the Board of Directors. The Treasurer shall have the custody of such books and papers as in the practical business operations of the Corporation shall be convenient or as shall be placed in his custody by order of the Board of Directors. He shall have such other powers and duties as are commonly incidental to the office of the treasurer of a corporation or as may be 15 prescribed for him by the Board of Directors, the President, the Chief Financial Officer or the Vice President of Information Resources. Securities owned by the Corporation shall be in the custody of the Treasurer or of such other officers, agents or depositories as may be designated by the Board of Directors. The Treasurer may be required to give bond to the Corporation for the faithful discharge of his duties in such form and in such amount and with such surety as shall be determined by the Board of Directors. He shall report to the Chief Financial Officer or the Vice President of Information Resources. SECTION 11. Assistant Vice President, Secretary, Controllers and Treasurers, if any, shall respectively assist the Vice President or Vice Presidents to whom they are assigned, the Secretary, the Controller and the Treasurer in the performance of the duties assigned to such principal officers, and in so doing each shall have the powers of their respective principal officers. In case of the absence, disability, death, resignation or removal from office of any of such principal officers, his duties shall, except as otherwise ordered by the Board of Directors, temporarily devolve upon such assistant officer as shall be designated by the Chairman. Such assistant officers shall also perform such other duties as may be assigned to them from time to time by their respective principal officers, by the Chairman or by the Board of Directors. ARTICLE V INDEMNIFICATION Each person who is or was or had agreed to become a Director, officer, employee or agent of the Corporation and each 16 person who is or was serving or had agreed to serve at the request of the Board of Directors or an officer of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, (including heirs, executors, administrators or estate of such person), shall be indemnified (including, without limitation, the advancement of expenses and payment of all loss, liability and expenses) by the Corporation against any liability asserted against him in such a capacity or arising out of his status as such a person, even though due to his own negligence, whether sole or joint and concurrent with the negligence of others, to the full extent permitted by the Texas Business Corporation Act or any other applicable laws as presently in effect or as may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said laws permitted the Corporation to provide prior to such amendment) against any and all claims and liabilities arising out of or connected with such person's service in any of such capacities including claims predicated in whole or in part upon the negligence of such person; provided however, that no person shall be indemnified for amounts paid in settlement unless the terms and conditions of such settlement have been consented to by the Corporation and provided further that no indemnification for employees or agents (other than Directors and officers) will be made without the express authorization of the Corporation's Board of Directors. 17 ARTICLE VI MISCELLANEOUS SECTION 1. No debts shall be contracted by or on behalf of the Corporation, except for current expenses incurred in the ordinary course of business, unless authorized or approved by the Board of Directors, or by the Chairman, the Vice Chairman, if any, the President or a Vice President when acting pursuant to authority or approval granted by the Board. SECTION 2. The fiscal year of the Corporation shall be the calendar year. ARTICLE VII AMENDMENT OF BYLAWS These Bylaws may be altered, amended or repealed by the Board of Directors at any regular or special meeting of the Board, or by the stockholders, as provided by law. EX-3 4 EXHIBIT D-1 1 CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES AGREEMENT FOR FILING CONSOLIDATED FEDERAL INCOME TAX RETURN AND FOR ALLOCATION OF CONSOLIDATED FEDERAL INCOME TAX LIABILITIES AND BENEFITS DATED APRIL 30, 1994 Central and South West Corporation, a registered public utility holding company, and its Subsidiaries (collectively referred to as "the Parties") hereby agree to annually join in the filing of a consolidated Federal income tax return and to allocate the consolidated Federal income tax liabilities and benefits among the members of the consolidated group in accordance with the provisions of this Agreement. 1. Parties To The Agreement Federal Employer Company and Address Identification Number Central and South West Corporation 51-0007707 Dallas, Texas Central Power and Light Company 74-0550600 Corpus Christi, Texas Public Service Company of Oklahoma 73-0410895 Tulsa, Oklahoma Southwestern Electric Power Company 72-0323455 Shreveport, Louisiana West Texas Utilities Company 75-0646790 Abilene, Texas Transok, Inc. 73-0625667 Tulsa, Oklahoma Central and South West Services, Inc. 75-1296566 Dallas, Texas 2 CSW Leasing, Inc. 75-2013749 Dallas, Texas CSW Credit, Inc. 75-2055555 Dallas, Texas CSW Energy, Inc. 75-1901710 Dallas, Texas Ash Creek Mining Company 73-1008093 Tulsa, Oklahoma Transok Ventures Company 73-1263285 Tulsa, Oklahoma Transok Acquisition Company 73-1394306 Tulsa, Oklahoma Transok Gas Company 75-2142711 Tulsa, Oklahoma Transok Gas Transmission Company 74-1829715 Tulsa, Oklahoma Transok Gas Gathering Company 75-2088284 Tulsa, Oklahoma Transok Gas Processing Company 73-1398682 Tulsa, Oklahoma Transok Properties, Inc. 73-1414200 Tulsa, Oklahoma Southwest Arkansas Utilities Corporation 71-6052763 DeQueen, Arkansas CSW Development-I, Inc. 75-2370921 Dallas, Texas CSW Development-II, Inc. 75-2439272 Dallas, Texas CSW Ft. Lupton, Inc. 75-2474488 Dallas, Texas Noah I Power G.P., Inc. 33-0489753 Dallas, Texas CSW Orange, Inc. 75-2505862 Dallas, Texas 3 2. DEFINITIONS "Consolidated tax" is the aggregate current Federal income tax liability for a tax year, being the tax shown on the consolidated Federal income tax return and any adjustments thereto. "Corporate taxable income" is the taxable income of a subsidiary company for a tax year, computed as though such company had filed a separate return on the same basis as used in the consolidated return, except that dividend income from subsidiary companies shall be disregarded, and other intercompany transactions, eliminated in consolidation, shall be given appropriate effect. "Corporate taxable loss" is the taxable loss of a subsidiary company for a tax year, computed as though such company had filed a separate return on the same basis as used in the consolidated return, except that dividend income from subsidiary companies shall be disregarded, and other intercompany transactions, eliminated in consolidation, shall be given appropriate effect. These definitions shall apply, as appropriate, in the context of the Alternative Minimum Tax ("AMT"). 4 3. TAX ALLOCATION PROCEDURES The consolidated tax shall be allocated among the members of the group consistent with Rule 45(c) of the Public Utility Holding Company Act of 1935, utilizing the "separate return corporate taxable income" method, in the following manner: (a) Intercompany transactions eliminated by consolidation entries which affect the consolidated taxable income will be restored to the appropriate member for the purpose of computing separate return corporate taxable income or loss. (b) The consolidated regular tax, exclusive of the AMT and calculated prior to the reduction for any credits including the AMT credit, will be allocated among the members of the group based on the ratio of each member's separate return corporate taxable income to the total separate return corporate taxable income. (c) The consolidated AMT and the Environmental Tax will be allocated among the members of the group based on the ratio of each member's separate return corporate Alternative Minimum Taxable Income ("AMTI") to the total separate corporate return AMTI. 5 (d) With the exception of the parent corporation, each member of the group having a separate return corporate taxable loss will be included in the allocation of the regular consolidated tax. Such loss members will receive current payment for the reduction in the regular consolidated tax liability resulting from the inclusion of the losses of such members in the consolidated return. Any regular tax savings in consolidation will be allocated to the members of the group having separate return corporate taxable income as provided in sub-section (b). If the aggregate of the member's separate return corporate taxable losses are not entirely utilized on the current year's consolidated return, the consolidated carry- back to the applicable prior tax year(s) will be allocated in accordance with section 6. (e) The tax allocated to any member of the group shall not exceed the separate return tax of such member. 6 (f) General business credits, other tax credits and capital losses shall be equitably allocated to those members whose investments or contributions generated the credit or capital loss. If the credit or capital loss can not be entirely utilized to offset consolidated tax, the credit or capital loss carryover shall be equitably allocated on a separate return basis to those members whose investments or contributions generated the credit or capital loss. (g) In the event a portion of the consolidated AMT is not allocable to members because of the limitation in sub-section (e), the parent corporation will pay the unallocated AMT. Such unallocated AMT will be carried forward, and, if appropriate, allocated to applicable members in subsequent taxable years to the extent allowed under sub-section (e). If any remaining unallocated AMT is recovered on a consolidated basis in a subsequent year by the reduction of the consolidated regular tax by the AMT credit, the parent corporation will receive the entire tax benefit of such 7 recovery until the unallocated AMT is eliminated. 4. EXCLUDED SUBSIDIARY COMPANIES Prior to the 1991 tax year, CSW Leasing, Inc. and CSW Energy, Inc. were excluded from the tax allocation pursuant to Rule 45(c)(4) and the tax benefits attributable to such companies' losses and credits were allocated to the parent corporation. These excluded companies retain separate return carryover rights for the losses and credits availed of by the parent corporation through the consolidated return. On future consolidated tax allocations, the parent corporation shall pay such companies for the previously allocated tax benefits to the extent the companies are able to offset separate return corporate taxable income with such carryovers. 5. PARENT CORPORATION LOSS Any regular tax savings in consolidation from the parent corporation shall be allocated to those members which have separate return corporate taxable income in the same manner as the consolidated tax is allocated. Members having a separate return corporate taxable loss will not participate in the allocation of the parent company loss. 8 6. TAX ADJUSTMENTS In the event the consolidated tax liability is subsequently revised by Internal Revenue Service audit adjustments, amended returns, claims for refund, or otherwise, such changes shall be allocated in the same manner as though the adjustments on which they are based had formed part of the original consolidated return. 7. EFFECTIVE DATE This Agreement is effective for the allocation of the current Federal income tax liabilities of the Parties for the tax year 1993 and all subsequent years until this Agreement is revised in writing. 8. APPROVAL This Agreement is subject to the approval of the Securities and Exchange Commission. A copy of this Agreement will be filed as an exhibit to the Form U5S Annual Report to the Securities and Exchange Commission by Central and South West Corporation for the year ended December 31, 1993. 9 Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned, duly authorized, have signed this Agreement on behalf of the Parties indicated. Central and South West Corporation By WENDY G. HARGUS, CONTROLLER Wendy G. Hargus, Controller Central and South West Services, Inc. By /s/ Harry D. Mattison Chief Executive Officer Central Power and Light Company By /s/ Robert R. Carey President and Chief Executive Officer Public Service Company of Oklahoma By /s/ Robert L. Zemanek President and Chief Executive Officer Southwestern Electric Power Company By /s/ Richard H. Bremer President and Chief Executive Officer West Texas Utilities Company By /s/ Glenn Files President and Chief Executive Officer Transok, Inc. Transok Ventures Company Transok Acquisition Company Transok Gas Company Transok Gas Transmission Company Transok Gas Gathering Company Transok Gas Processing Company Transok Properties, Inc. By /s/ F. Joseph Becraft President and Chief Executive Officer 10 CSW Energy, Inc. CSW Development-I, Inc. CSW Development-II, Inc. CSW Ft. Lupton, Inc. Noah I Power G.P., Inc. CSW Orange, Inc. By /s/ Terry D. Dennis President and Chief Executive Officer CSW Credit, Inc. By /s/ Glenn D. Rosilier President CSW Leasing, Inc. By /s/ Thomas V. Shockley, III President Ash Creek Mining Company By /s/ E. Michael Williams President Southwest Arkansas Utilities Corporation By /s/ Thomas H. DeWeese President EX-4 5 EXHIBIT E-1 EXHIBIT E-1 SWEPCO STATEMENT OF ENVIRONMENTAL LABORATORY SERVICES FOR THE YEAR ENDED DECEMBER 31, 1993 (THOUSANDS) NON-AFFILIATES TO WHOM LABORATORY SERVICES PROVIDED REVENUE COST DOLET HILLS MINING VENTURE $27 $13 SABINE MINING CO. $49 $23 EX-5 6 EXHIBIT F-1 CSW CREDIT, INC. 1993 FINANCIAL STATEMENTS 1 Report of Independent Public Accountants To the Board of Directors of CSW Credit, Inc.: We have audited the accompanying balance sheets of CSW Credit, Inc. (a Delaware corporation and wholly owned subsidiary of Central and South West Corporation) as of December 31, 1993 and 1992, and the related statements of income, retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CSW Credit, Inc., as of December 31, 1993 and 1992, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. As discussed in Note 1 to the financial statements, CSW Credit, Inc., changed its method of accounting for income taxes. Dallas, Texas February 21, 1994 2 CSW CREDIT, INC. STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31 1993 1992 (thousands) REVENUES $ 50,705 $ 22,993 OPERATING EXPENSES Interest 22,210 12,106 Provision for bad debts 15,206 7,127 Credit line fees 1,782 981 General and administrative 1,359 557 40,557 20,771 INCOME BEFORE FEDERAL INCOME TAXES 10,148 2,222 FEDERAL INCOME TAXES Current 7,267 967 Deferred (4,311) (39) 2,956 928 NET INCOME before cumulative effect of accounting change 7,192 1,294 Cumulative effect of change in accounting for Federal Income Tax 164 - NET INCOME $ 7,356 $ 1,294 The accompanying notes to financial statements are an integral part of these statements. 3 CSW CREDIT, INC. BALANCE SHEETS AS OF DECEMBER 31 1993 1992 (thousands) ASSETS Accounts receivable, net of allowance for doubtful accounts of $9,887,000 in 1993 and $5,311,000 in 1992 $677,853 $301,781 Cash and temporary cash investments 26,876 58,250 Other assets 9,699 3,953 $714,428 $363,984 LIABILITIES AND STOCKHOLDER'S EQUITY Short-term debt $641,100 $326,100 Account payable to bank - 12,682 Deferred credit 13,881 6,292 Other liabilities 9,276 51 Unearned revenue 1,903 701 666,160 345,826 Stockholder's equity Common stock, no par; authorized 1,000 shares; issued and outstanding 214 and 217 shares 1 1 Paid-in capital 48,267 18,157 48,268 18,158 $714,428 $363,984 The accompanying notes to financial statements are an integral part of these statements. 4 STATEMENTS OF STOCKHOLDER'S EQUITY FOR THE YEARS ENDED DECEMBER 31 ADDITIONAL TOTAL COMMON PAID-IN RETAINED STOCKHOLDER'S STOCK CAPITAL EARNINGS EQUITY BALANCE DECEMBER 31, 1991 $ 1 $ 17,475 $ - $ 17,476 Capital contribution - 682 - 682 Net income - - 1,294 1,294 Common stock dividends - - (1,294) (1,294) BALANCE DECEMBER 31, 1992 1 18,157 - 18,158 Capital contribution - 30,110 - 30,110 Net income - - 7,356 7,356 Common stock dividends - - (7,356) (7,356) BALANCE DECEMBER 31, 1993 $ 1 $ 48,267 $ - $ 48,268 The accompanying notes to financial statements are an integral part of these statements. 5 CSW CREDIT, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31 1993 1992 OPERATING EXPENSES (thousands) Net income $ 7,356 $ 1,294 Non-cash items included in net income Deferred taxes (4,475) (39) Change in deferred credit 7,589 (353) Change in other assets and liabilities 8,039 (789) 18,509 113 INVESTING ACTIVITIES Accounts receivable, net of allowance for doubtful accounts (376,072) 22,091 FINANCING ACTIVITIES Change in account payable to bank (12,682) 12,682 Change in short-term debt 315,000 24,157 Capital contributions 30,110 682 Payment of dividends (6,239) (1,556) 326,189 35,965 NET CHANGE IN CASH AND CASH EQUIVALENTS (31,374) 58,169 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 58,250 81 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 26,876 $ 58,250 SUPPLEMENTARY INFORMATION Interest paid $ 22,175 $ 12,175 Income taxes paid $ 5,459 $ 1,169 The accompanying notes to financial statements are an integral part of these statements. 6 CSW CREDIT, INC. NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CSW Credit, Inc. (Company) is a wholly owned subsidiary of Central and South West Corporation (CSW), and purchases, without recourse, the accounts receivable of CSW's operating subsidiary companies and non-affiliated companies. Revenues in 1993 and 1992 from affiliated companies were $21.9 million and $20.4 million. The more significant accounting policies are summarized below: Revenue Recognition Revenues are generally recorded for the differences between the face amount of the receivables purchased and the purchase price. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts at a level which reflects the amount of receivables not reasonably expected to be collected. The allowance is determined principally on the basis of collection experience. Receivables are charged off when they are determined to be uncollectable. Federal Income Taxes The Company, together with affiliated companies, files a consolidated Federal income tax return. Federal income tax expense resulted in effective rates of 27.5 % in 1993 and 41.8% in 1992, which varies from the amount computed by applying the statutory rate of 35% in 1993 and 34% in 1992 to income before Federal income taxes. The lower effective tax rate in 1993 is primarily due to consolidated tax savings allocated to the Company. The higher effective tax rate in 1992 is due to the resolution of prior year's Internal Revenue Service audits. Deferred income taxes resulted primarily from the differences between tax deductions for bad debts and those expensed for book purposes. The Internal Revenue Code provides for tax deductions for bad debts when they are charged off. In 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes effective January 1, 1993. SFAS No. 109 requires a change in the accounting and reporting for income taxes from a deferral method to a liability approach. The net effect on the Company's earnings was a one time $164 thousand increase to net income. Statements of Cash Flows Cash equivalents are considered to be highly liquid debt instruments purchased with a maturity of three months or less. Accordingly, the Company's temporary cash investments are considered cash equivalents. Related Party Transactions The Company is managed by Central and South West Services, Inc. (CSWS), a wholly-owned subsidiary of CSW. CSWS provides administrative services to the Company and is reimbursed for the cost of such services. 7 (2) REGULATION The Company is subject to regulation by the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935, as amended. The SEC has approved the Company's method of calculating the discount associated with the purchase of CSW subsidiary companies' accounts receivable. (3) SHORT-TERM FINANCING The Company issues commercial paper that is secured by the assignment of its receivables. The weighted average interest rates for 1993 and 1992 were 3.2% and 3.9%. At December 31, 1993, the Company had a revolving credit agreement aggregating $960 million to back up its commercial paper program. (4) ACCOUNT PAYABLE TO BANK The account payable to bank represents an overdraft position at December 31, 1992. This amount was repaid on January 4, 1993. (5) HOUSTON LIGHTING & POWER COMPANY The Company entered into an agreement with Houston Lighting & Power Company (HLP) to purchase substantially all of HLP's utility receivables. The initial purchase totaled $299 million, net of allowance for doubtful accounts, and occurred January 12, 1993. The Company is currently subject to a restriction (50% Restriction) such that the average amount of non-affiliated receivables must be less than the average amount of affiliated receivables outstanding as of the end of each calendar month during the preceding 12 month period. The Company has complied with the 50% Restriction since the purchase of HLP receivables and has received SEC authority to sell a sufficient amount of HLP receivables acquired by the Company from HLP to unrelated third parties so that the Company remains in compliance with the 50% Restriction. EX-6 7 EXHIBIT F-2 THE ARKLAHOMA CORPORATION STATEMENTS OF OPERATIONS AND RETAINED EARNINGS FOR THE YEARS ENDED NOVEMBER 30, 1993 AND 1992 % 1993 1992 Inc/(Dec) Var REVENUES: Interest Income $9,389 $12,593 ($3,204) (25) Other 25 25 0 0 Total Revenue 9,414 12,618 (3,204) (25) OPERATING EXPENSES: Administrative and general 5,895 5,760 135 2 Other 659 640 18 3 Total Operating Expenses 6,554 6,400 153 2 Income before Federal and state income taxes 2,860 6,218 (3,357) (54) FEDERAL AND STATE INCOME TAXES 429 932 (503) (54) NET INCOME $2,431 $5,286 ($2,855) (54) Retained Earnings, Balance at beginning of period $630,481 $625,195 $5,286 1 Net Income 2,431 5,286 (2,855) (54) Retained Earnings, end of year $632,912 $630,481 $2,431 0 THE ARKLAHOMA CORPORATION COMPARATIVE BALANCE SHEET AS OF NOVEMBER 31, 1993 AND 1992 % ASSETS 1993 1992 Inct(Dec) Var Electric plant leased to others $2,561,863 $2,561,863 $0 0 Less - Reserve for depreciation 2,249,240 2,249,240 0 0 Total Utility Plant-Net 312,623 312,623 0 0 Cash an cash equivalents 291,963 287,151 4,812 2 Accounts receivable: From Associated companies 225,538 84,274 141,264 168 Prepayments 571 1,282 (711) (55) Total Current Assets 518,072 372,707 145,365 39 TOTAL ASSETS $830,695 $685,330 $145,365 21 CAPITALIZATION AND LIABILITIES Common stock issued $50,000 $50,000 $0 0 Unappropriated retained earnings 632,912 630,481 2,431 0 Total Capitalization 682,912 680,481 2,431 0 Accounts payable - associated companies 142,799 0 142,799 other 4,984 4,849 135 3 Total liabilities 147,799 0 142,799 TOTAL CAPITALIZATION AND LIABILITIES $830,695 $685,330 $145,365 21 THE ARKLAHOMA CORPORATION STATEMENT OF CASH FLOWS YEARS ENDED NOVEMBER 31, 1993 AND 1992 % 1993 1992 Inc/(Dec) Var CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $2,431 $5,286 ($2,855) (54) Change in Certain Assets and Liabilities providing (using) cash - Accounts Receivable (141,264) (6,006) (135,258) Other Current Assets 711 (717) 1,428 (199) Accounts Payable 142,934 126 142,808 Taxes Payable 0 (32) 32 (100) Net Cash Provided From (Used In) Operating Activities 4,812 (1,343) 6,155 (458) NET INCREASE (DECREASE) IN CASH 4,812 (1,343) 6,155 (458) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 287,151 288,494 (1,343) 0 CASH AND CASH EQUIVALENTS AT END OF PERIOD $291,963 $287,151 $4,812 2 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash (Refunded) Paid During The Year For Income Taxes ($266) $1,682 ($1,948) DISCLOSURE OF ACCOUNTING POLICY: For the purposes of these financial statements, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. These investments are carried at cost which approximates market. THE ARKLAHOMA CORPORATION ELECTRIC PLANT NOVEMBER 1993
CURRENT YEAR TOTAL TO DATE NET ADDITIONS RETIREMENTS ADDITIONS RETIREMENTS ADDITIONS INTANGIBLE PLANT Organization $0 $0 $55 $0 $55 TOTAL INTANGIBLE PLANT 0 0 55 0 55 TRANSMISSION PLANT Land and Land Rights 62,652 62,652 Structures and Improvements 45,689 37,735 7,954 Station Equipment 1,457,974 1,380,003 77,971 Poles and Fixtures 1,117,554 169,100 948,454 Overhead Conductors and Devices 1,693,359 262,049 1,431,310 Roads and Trails 388 56 332 TOTAL TRANSMISSION PLANT 0 0 4,377,616 1,848,943 2,528,673 DISTRIBUTION PLANT Land and Land Rights 655 655 0 Poles, Towers and Fixtures 1,176 1,176 0 Overhead Conductors and Devices 1,437 1,437 0 Line Transformers 155 155 0 Services 36 36 0 TOTAL DISTRIBUTION PLANT 0 0 3,459 3,459 0 GENERAL PLANT Office Furniture and Equipment 160 0 160 Transportation Equipment 8,362 8,362 0 Tools, Shop and Garage Equipment 5,582 5,582 0 Communication Equipment 50,875 17,900 32,975 TOTAL GENERAL PLANT 0 0 64,979 31,844 33,135 TOTAL ELECTRIC PLANT LEASED TO OTHERS 0 0 4,446,109 1,884,246 2,561,863 TOTAL ELECTRIC PLANT PURCHASED OR SOLD 0 0 10,648 10,648 0 TOTAL UTILITY PLANT $0 $0 $4,456,757 $1,894,894 $2,561,863
EX-7 8 EXHIBIT F-3 CENTRAL POWER AND LIGHT AN ORIGINAL DECEMBER 31, 1993 SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION Total Line Item (All Electric) Electric No. (a) (b) (c) 1 UTILITY PLANT 2 In Service 3 Plant in Service (Classified) 4,324,574,105 4,324,574,105 4 Property Under Capital Leases 1,840,689 1,840,689 5 Plant Purchased or Sold 0 0 6 Completed Construction not Classified 2,543,812 2,543,812 7 Experimental Plant Unclassified 0 0 8 TOTAL (Enter Total of lines 3 thru 7) 4,328,958,606 4,328,958,606 9 Leased to Others 0 0 10 Held for Future Use 58,972,371 58,972,371 11 CWIP 168,420,823 168,420,823 12 Acquisition Adjustments 0 0 13 TOTAL Utility Plant (Enter 4,556,351,800 4,556,351,800 Total of lines 8 thru 12) 14 Accum. Prov. for Depr., Amort., & Depl. 1,189,919,372 1,189,919,372 15 Net Utility Plant (Enter total 3,366,432,428 3,366,432,428 of line 13 less 14) 16 DETAIL OF ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION 17 In Service: 18 Depreciation 1,162,948,739 1,162,948,739 19 Amort. and Depl. of Producing Nat. Gas Land and Land Rights 20 Amort. of Underground Storage Land and Land Rights 21 Amort. of Other Utility Plant 1,804,056 1,804,056 22 TOTAL in Service 1,164,752,795 1,164,752,795 (Enter Total of lines 18 thru 21) 23 Leased to Others 24 Depreciation 0 0 25 Amortization and Depletion 0 0 26 TOTAL Leased to Others 0 0 (Enter Total of lines 24 and 25) 27 Held for Future Use 28 Depreciation 25,166,577 25,166,577 29 Amortization 0 0 30 TOTAL Held for Future Use 25,166,577 25,166,577 (Ent. Tot. of lines 28 and 29) 31 Abandonment of Leases (Natural Gas) 0 0 32 Amort. of Plant Acquisition Adjustment 0 0 TOTAL Accumulated Provisions (Should agree with line 14 above)(Enter 33 Total of lines 22,26,30,31 and 32) 1,189,919,372 1,189,919,372 Page 200 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION (Continued) Gas Other Other Other Common Line (Specify) (Specify) (Specify) (d) (e) (f) (g) (h) No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 Page 201 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) 1. Report below the original cost of electric plant service according to the prescribed accounts. 2. In addition to Account 101, Electric Plant in Service (Classified), this page and the next include Account 102, Electric Plant Purchased or Sold; Account 103, Experimental Gas Plant Unclassified; and Account 106, Completed Construction Not Classified-Electric. 3. Include in column (c) or (d), as appropriate, corrections of additions and retirements for the current or preceding year. 4. Enclose in parentheses credit adjustments of plant accounts to indicate the negative effect of such accounts. 5. Classify Account 106 according to prescribed accounts, on an estimated basis if necessary, and include the entries in column (c). Also to be included in column (c) are entries for reversals of tentative distributions of prior year reported in column (b). Likewise, if the respondent has a significant amount of plant retirements which have not been classified to primary accounts at the end of the year, include in column (d) a tentative distribution of such retirements, on an estimated basis, with appropriate contra entry to the account for accumulated depreciation provision. Include also in column (d) reversals of tentative distributions of prior year of unclassified retirements. Attach supplemental statement showing the account distributions of these tentative classifications in columns (c) and (d) including the reversals of the prior Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 1 1. INTANGIBLE PLANT 2 (301) Organization 3 (302) Franchises and Consents 4 (303) Miscellaneous Intangible Plant 2,416,955 1,443,948 5 TOTAL Intangible Plant 2,416,955 1,443,948 (Enter Total of lines 2, 3, and 4) 6 2. PRODUCTION PLANT 7 A. Steam Production Plant 8 (310) Land and Land Rights 16,418,760 0 9 (311) Structures and Improvements 115,461,337 114,442 10 (312) Boiler Plant Equipment 321,735,275 920,467 11 (313) Engines and Engine-Driven Generators 12 (314) Turbogenerator Units 186,850,276 982,932 13 (315) Accessory Electric Equipment 35,742,140 114,442 14 (316) Misc. Power Plant Equipment 10,243,603 151,700 15 TOTAL Steam Production Plant 686,451,391 2,188,199 (Enter Total of lines 8 thru 14) 16 B. Nuclear Production Plant 17 (320) Land and Land Rights 4,653,347 0 18 (321) Structures and Improvements 1,015,780,976 756,179 19 (322) Reactor Plant Equipment 694,512,129 1,492,256 20 (323) Turbogenerator Units 150,061,732 1,440,199 21 (324) Accessory Electric Equipment 415,449,108 506,485 22 (325) Misc. Power Plant Equipment 28,314,420 3,144,799 23 TOTAL Nuclear Production Plant 2,308,771,712 7,339,918 (Enter Total of lines 17 thru 22) 24 C. Hydraulic Production Plant 25 (330) Land and Land Rights 2,202 0 26 (331) Structures and Improvements 290,513 0 27 (332) Reservoirs, Dams, and Waterways 238,196 0 28 (333) Water Wheels, Turbines, and Generators 116,289 0 29 (334) Accessory Electric Equipment 233,174 0 30 (335) Misc. Power Plant Equipment 34,532 2,498 31 (336) Roads, Railroads, and Bridges 32 TOTAL Hydraulic Production Plant 914,906 2,498 (Enter Total of lines 25 thru 31) 33 D. Other Production Plant 34 (340) Land and Land Rights 35 (341) Structures and Improvements 391,998 36(342)Fuel Holders, Products and Accessories 667,022 37 (343) Prime Movers 415,471 38 (344) Generators 5,184,890 39 (345) Accessory Electric Equipment 112,582 Page 204 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued) years tentative account distributions of these amounts. Careful observance of the above instructions and the texts of Account 101 and 106 will avoid serious ommissions of the reported amount of the respondent's plant actually in service at end of year. 6. Show in column (f) recalssifications or transfers within utility plant accounts. Include also in column (f) the additions or reductions of primary account classifications arising form distribution of amounts initially recorded in Account 102. In showing the clearance of Account 102, include in column (e) the amounts with respect to accumulated provision for depreciation, acquisition adjustment , etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications. 7. For Account 399, state the nature and use of plant included in this account and if substantial in amount submit a supplementary sheet showin subaccount classification of such plant conforming to the requirements of these pages. 8. For each amount comprising the reported balance and changes in Account 102, state the property purchased or sold, name of vendor or purchaser, and date the transaction. If proposed journal entries have been filed with the Commission as required by the Uniform System of Accounts, five also date of such filing. Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. 1 (301) 2 (302) 3 3,860,903 (303) 4 3,860,903 5 6 7 16,418,760 (310) 8 597 325,740 115,805,138 (311) 9 111,700 203,499 322,747,541 (312) 10 (313) 11 183,337 186,709 187,836,580 (314) 12 6,000 35,850,582 (315) 13 1,635 10,396,938 (316) 14 301,634 717,583 685,055,539 15 16 4,653,347 (320) 17 197,296 3,673,628 1,020,013,487 (321) 18 957,322 696,961,707 (322) 19 173,597 151,675,528 (323) 20 131,712 416,087,305 (324) 21 535,362 (3,647,919) 27,275,938 (325) 22 732,658 1,288,340 2,316,667,312 23 24 2,202 (330) 25 290,513 (331) 26 238,196 (332) 27 116,289 (333) 28 233,174 (334) 29 37,030 (335) 30 (336) 31 917,404 32 33 (340) 34 391,998 (341) 35 667,022 (342) 36 415,471 (343) 37 5,184,890 (344) 38 112,582 (345) 39 Page 205 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) (CONTINUED) Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 40 (346) Misc. Power Plant Equipment 46,940 41 TOTAL Other Production Plant 6,818,903 (Enter Total of lines 34 thru 40) 42 TOTAL Production Plant (Enter 3,002,956,912 9,530,615 Total of lines 15, 23, 32, and 41) 43 3. TRANSMISSION PLANT 44 (350) Land and Land Rights 24,816,482 1,035,858 45 (352) Structures and Improvements 2,999,833 308,605 46 (353) Station Equipment 125,887,511 4,843,972 47 (354) Towers and Fixtures 28,900,644 273,543 48 (355) Poles and Fixtures 59,710,376 1,381,280 49 (356) Overhead Conductors and Devices 85,354,586 1,567,537 50 (357) Underground Conduit 530,085 51 (358) Underground Conductors 900,608 12,779,541 and Devices 52 (359) Roads and Trails 257,801 53 TOTAL Transmission Plant 329,357,926 22,190,336 (Enter Total of lines 44 thru 52) 54 4. DISTRIBUTION PLANT 55 (360) Land and Land Rights 2,298,991 72,197 56 (361) Structures and Improvements 4,427,921 213,478 57 (362) Station Equipment 65,873,757 3,038,402 58 (363) Storage Battery Equipment 59 (364) Poles, Towers, and Fixtures 181,829,239 14,534,888 60 (365) Overhead Conductors and Devices 136,706,662 9,963,455 61 (366) Underground Conduit 9,112,864 440,399 62 (367) Underground Conductors and Devices 38,353,795 2,988,597 63 (368) Line Transformers 158,763,814 11,635,242 64 (369) Services 41,407,272 3,977,752 65 (370) Meters 40,292,337 2,812,293 66 (371.1) Installations on Customers Premises-Area Lights 12,685,806 2,658,963 (371.2) Installations on Customers Premises-Flood Lights 6,638,521 4,345,362 67 (372) Leased Property on Customer Premises 68 (373) Street Lighting and Signal System 16,925,507 1,258,613 69 TOTAL Distribution Plant 715,316,486 57,939,641 (Enter Total of lines 55 thru 68) 70 5. GENERAL PLANT 71 (389) Land and Land Rights 5,776,866 1,750 72 (390) Structures and Improvements 52,564,340 528,205 73 (391) Office Furniture and Equipment 13,077,355 779,920 74 (392) Transportation Equipment 12,302,848 66,473 75 (393) Stores Equipment 1,130,742 30,593 76 (394) Tools, Shop and Garage Equipment 5,277,607 282,280 77 (395) Laboratory Equipment 375,452 55,800 78 (396) Power Operated Equipment 278,470 116,965 79 (397) Communication Equipment 30,379,351 2,845,049 80 (398) Miscellaneous Equipment 691,540 807 81 SUBTOTAL (Enter Total of 121,854,571 4,707,842 lines 71 thru 80) 82 (399) Other Tangible Property 71,927,318 10,327 83 TOTAL General Plant 193,781,889 4,707,842 (Enter Total of lines 81 and 82) 84 TOTAL (Accounts 101 4,243,830,168 95,822,709 and 106) 85 (102) Electric Plant Purchased (75,618) 86 (Less) (102) Electric Plant Sold 87 (103) Experimental Plant Unclassified 88 TOTAL Electric Plant in Service 4,243,754,550 95,822,709 Page 206 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106)(Continued) Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. 46,940 (346) 40 6,818,903 41 1,034,292 3,013,459,158 42 43 1,334 25,851,066 (350) 44 13,324 236,296 3,531,410 (352) 45 283,170 448,951 130,897,264 (353) 46 10,094 29,164,093 (354) 47 307,296 50,743 60,835,103 (355) 48 118,302 (50,743) 86,753,078 (356) 49 530,085 (357) 50 13,680,149 (358) 51 42,175 299,976 (359) 52 733,520 727,422 351,542,164 53 54 129,014 2,500,202 (360) 55 10,540 (151,597) 4,479,262 (361) 56 42,714 (662,430) 68,207,015 (362) 57 (363) 58 2,234,830 144,560 194,273,857 (364) 59 1,900,196 62,245 144,835,166 (365) 60 (87,739) (89,780) 9,551,222 (366) 61 73,162 76,171 41,345,401 (367) 62 551,892 169,847,164 (368) 63 818,054 (9,638) 44,557,332 (369) 64 886,565 78,860 42,296,925 (370) 65 460,759 501 14,884,511 (371.1) 66 254,192 (32,684) 10,697,007 (371.2) (372) 67 415,331 (154,374) 17,614,415 (373) 68 7,560,496 (606,152) 765,089,479 69 70 29,333 33,021 5,782,304 (389) 71 30,340 158,354 53,220,559 (390) 72 1,346,275 (1,123,103) 11,387,897 (391) 73 2,402,546 9,966,775 (392) 74 40,287 1,121,048 (393) 75 22,131 5,537,756 (394) 76 1,137 430,115 (395) 77 395,435 (396) 78 166,932 (340,914) 32,716,554 (397) 79 22,222 670,125 (398) 80 4,061,203 (1,272,642) 121,228,568 81 71,937,645 (399) 82 4,061,203 (1,272,642) 193,166,213 83 13,389,511 854,551 4,327,117,917 84 75,618 (102) 85 86 (103) 87 13,389,511 930,169 4,327,117,917 88 Page 207 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT LEASED TO OTHERS (Account 104) 1. Report below the information called for concerning electric plant leased to others. 2. In column (c) give the date of Commission authorization of the lease of electric plant to others. Name of Lessee Expiration Line (Designate associated Description of Commission Date of Balance at No. companies with an Property Leased Authorization Lease End of Year asterisk) (a) (b) (c) (d) (e) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 TOTAL Page 213 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT HELD FOR FUTURE USE (Account 105) 1. Report separately each property held for future use at end of the year having an original cost of $250,000 or more. Group other items of property held for future use. 2. For property having an original cost of $250,000 or more previously used in utility operations, now held for future use, given in column (a), in addition to other required information, the date that utility use of such property was discontinued, and the date the original cost was transferred to Account 105.
Date Originally DateExpected Balance at Line Description and Location Included in to be Usedin End of No. of Property This Account Utility Year Service (a) (b) (c) (d) 1 Land and Land Rights: 2 A/C 310 Land & Land Rights - Steam Production 1985 2003 2,340,926 3 A/C 310 Land & Land Rights - Steam Production 1986 2003 145,860 4 A/C 310 Land & Land Rights - Steam Production 1987 2003 78,002 5 A/C 310 Land & Land Rights - Steam Production 1989 2003 68,197 6 A/C 310 Land & Land Rights - Steam Production 1990 2003 63,442 7 A/C 310 Land & Land Rights - Steam Production 1991 2003 79,552 8 A/C 310 Land & Land Rights - Steam Production 1992 2003 81,173 9 A/C 310 Land & Land Rights - Steam Produntion 1993 2003 58,845 10 A/C 350 Land in Fee 1991 1994 41,799 11 A/C 360 Land in Fee 1982 1998 95,967 12 A/C 360 Land in Fee 1988 1994 31,354 13 A/C 360 Land in Fee 1988 2000 48,639 14 A/C 389 Land & Land Rights - Office 1987 1996 41,876 15 Total Land and Land Rights 3,175,632 16 17 18 19 Other Property: 20 21 A/C 311/316 Power Plant (La Palma Units 4 and 5) 1987 1999 7,053,077 22 A/C 311/316 Power Plant (La Palma Units 4 and 5) 1990 1999 56,396 23 A/C 311/316 Power Plant (Victoria Unit 4) 1987 1999 6,505,300 24 A/C 311/316 Power Plant (Victoria Unit 5) 1987 1997 15,384,749 25 A/C 311/316 Power Plant (Victoria Unit 5) 1990 1997 153,141 26 A/C 311/316 Power Plant (Vistoria Unit 5) 1993 1997 30,082 27 A/C 311/316 Power Plant (Nueces Bay Unit 5) 1988 1999 6,190,605 28 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1986 2012 9,224,605 29 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1987 2012 399,189 30 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1988 2012 5,972 31 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1989 2012 4,235 32 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1990 2012 8,055 33 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1991 2012 16,396 34 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1992 2012 436,652 35 A/C 311/316 Power Plant (Coleto Creek Unit 2) 1993 2012 72,485 36 A/C 399 CSW Fuel Inc. VARIOUS 2004 10,255,800 37 38 Total Other Property 55,796,739 39 40 41 42 43 44 45 46 47 TOTAL 58,972,371 Page 214
CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) 1. Report below descriptions and balances at end of year of projects in process of construction (107). 2. Show items relating to "research, development, and demonstration" projects last, under a caption Research, Development, and Demonstration (see Account 107 of the Uniform System of Accounts). 3. Minor projects (5% of the Balance End of the Year for Account 107 or $100,000, whichever is less) may be grouped. Construction Work Line in Progress- Electric No. W/O Description of Project (Account 107) (a) (b) 1 9-398, 9-399 & 2 9-400 Construct DC Interconnection 13,166,247 3 0-639 Okla-Union Capital Improvements 319,160 4 0-642 South Texas Project #1 Post COD Modification 9,239,590 5 0-714 CSW EOP System Project 10,187,882 6 0-715 CSW Radio Improvement 271,666 7 1001 OVHD Lines Region 1 884,997 8 1003 OVHD Lines Region 3 208,056 9 1005 OVHD Lines Region 5 264,947 10 1007 OVHD Lines Region 7 1,073,951 11 1031 PERM SUB STATION WORK 104,452 12 1033 PERM SUB STATION WORK 117,351 13 1041 Purchase Furniture & Tools SRO 117,284 14 1045 CR-Furniture & Tools 248,718 15 1060 Transformers in Reserve 1,097,125 16 1061 Meters in Reserve 880,764 17 1091 Ugrd lines reside Region 1 195,547 18 1131 Transmission Line Perm 1 198,761 19 1133 Transmission Line Perm 3 105,632 20 1135 Transmission Line Perm 5 224,309 21 1137 Transmission Line Perm 7 419,460 22 1205 Street Light Distribution 5 107,224 23 5359 CR #78-Add 138/69kv Autotransformer 195,509 24 5576 Cs PTIS-SOPI 138kv line 1,654,761 25 5624 CR #55 Convert Pharaoh Substation to 138kv 221,782 26 5888 Reconductor Feeder to Serve Robertshaw Industries 204,773 27 5985 Construct Feeder To Serve Enron Pump 397,645 28 6055 Install Local Area Networks in P. Station&Service center 105,494 29 6059 McAllen - Convert Street Lights 209,279 30 6061 CR #55 Double-out Pharaoh Substation 1,018,180 31 6132 Purchase 800 MH2 Radio 3,724,384 32 6190 San Bento Add Cutouts&Arresters to 12kv Dist Feeders 369,338 33 6193 BMD Unit #2 Turbine/Generator/Boiler Feed Pump Sup Syt 236,222 34 6235 La Joya Extend Ug Service to Palm Shores Devlpmt 136,720 35 6236 San Benito Rebuild Race Track Feeder 127,078 36 6244 Conver McAllen Substation 529,831 37 6267 Home Office General Ledger Conversion 384,486 38 6268 Install 3 miles for 4/0 Primary US 83 Roma Los Saenz 186,618 39 6287 McColl Road Change Transformer 380,676 40 6291 Military Hiway Just Fine Buss 698,899 41 6309 Laredo Install Underground Las Brisas 118,519 42 43 TOTAL BALANCE FORWARDED TO PAGE 216-A 50,333,317 Page 216 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (ACCOUNT 107)(CONTINUED) Construction Work Line in Progress- Electric No. W/O Description of Project (Account 107) (a) (b) 1 BALANCE FORWARDED 50,333,317 2 6312 Installation of Digital Microwave Com. System 980,254 3 6317 La Feria Reconductor Feeder on US 83 114,534 4 6323 H.O. Install Law Bridges Network 240,934 5 6333 Cabaniss Construct Sub-Station 941,008 6 6348 LaPalma Unit #7 Control Modernization 400,821 7 6351 H.O. After Hours Phone 736,081 8 6364 Arcadia Replace Feeder Breaker 102,786 9 6370 Laredo Power Plant Replace Cooling Tower 147,765 10 6405 Alice Replace O.H. Feeder Hwy 281 152,729 11 6421 Koch Replace Transmission Line 1,308,789 12 6448 Purch Power Trans 701,774 13 6450 CPWD is 36kv Term 105,798 14 6462 La Palma Mars Sys 117,785 15 6477 McAllen Reconductor Feeder OCB 4995 128,596 16 6482 McAllen Add Line Breaker 505,337 17 6489 Hocj Tap Luling 69kv 256,325 18 6492 Edinburg Replace Feeder 164,529 19 6497 La Grula Relocate Feeder on US 83 123,080 20 6498 LCH #3 I&c Modernization 1,461,266 21 6504 Install New Sub Champion 735,550 22 6513 Del Mar Is 138kv 25 MVAR 508,124 23 6514 La Palma-Edinburg Construct 345kv 9,732,047 24 6516 Laredo Install Feeder IH 35 119,701 25 6519 Airline Replace 2-12kv C 100,696 26 6524 La Palma Replace Retaining Ring 225,074 27 6535 H O Furniture for Phone Center 285,393 28 6540 H O Pur Phone Mgt Sys 183,032 29 6544 Koch Construction Auto Site 1,553,340 30 6545 Koch Construction Station 1,527,237 31 6547 Brownsville Construct 138 to Mexico 1,261,773 32 6553 Larado IS UG Pr HEB 108,266 33 6560 Larado IS UG Pr HEB 705,496 34 6561 La Palma Substation Install 50 MVAR 666,269 35 6562 N Edinburg Install 50 MVAR 718,569 36 6568 CRPC Bay Area Med Center 104,331 37 6572 Southside Station Replace Switchgear 822,858 38 6574 Harlingen Onstall Primary Metering 153,738 39 6578 Barney Davis Power Plant Install Gas Interchange 180,819 40 6595 Laredo RP OH PR FM 1472 133,664 41 6601 HO HR Management Sys 128,746 42 6609 Replace Poles om Western Region 100,930 43 BALANCE FORWARDED TO PAGE 216-B 79,079,161 Page 216-A CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (ACCOUNT 107)(CONTINUED) Construction Work Line in Progress- Electric No. W/O Description of Project (Account 107) (a) (b) 1 BALANCE FORWARDED 79,079,161 2 6614 Replace Roof Victoria Power Plant 119,707 3 6615 Mirando City Install Feeder 217,474 4 6629 Highway 286 Project 190,010 5 6643 Harg RR ln H5 477,489 6 6647 RGCY ls CPY # 2 Transformer 183,828 7 6649 RIHO CS 345 kv Station 9,245,226 8 6652 Elsa 1C CPY 1 IS Supv 292,199 9 6654 Brownsville Rebuild O.H. Primary 126,028 10 6655 HRGN #1 Sta RP #2 Transformer 405,671 11 6656 SMAC Inc Cap #2 Transformer 199,791 12 6657 Delm Ls Bank 2 15-25 380,114 13 6658 NED is #2 345 XFR 6,338,460 14 6680 Vic Microwave Link DS2 125,964 15 6686 Eagle Pass 138 line 231,472 16 6688 Construct Dilley Wormser 138kv 2,769,419 17 6694 North Oak Park Sub 777,131 18 6696 Lon C. Hill-Coleto 345kv 25,939,210 19 6697 Northern Region Install 345 Line Terminal 5,259,174 20 6698 CPD #79 Add 345 Kv LN & RM 1,163,135 21 6705 CS 138kv Sub At Loyola 177,399 22 6706 Roma Construct 138kv Ln 232,872 23 6709 Bates - S. Mcallen ReRoute 145,149 24 6718 Lolita - Formosa 138 R Route 187,798 25 6756 BMD #1 &2 Cen System 180,331 26 6760 LCH #1,2,3,4 Cem System 150,156 27 6761 LPS 1-2-3 Cem System 116,659 28 6762 LPM Const EMSN Monitor 142,405 29 6763 Nueces Bay - Mont System 162,872 30 6764 CCPS Cem System 102,661 31 6765 W R #019 CV Sub to 138kv 178,052 32 6766 Kndy Service CTR TF 133,064 33 6772 N Bay Gas Interchange 107,226 34 6780 H O Equip Wan Sys LB2 147,601 35 6787 Joslin P. S. Roof 164,972 36 6798 HO Pur ROLM 595,187 37 6828 HRLG #1 SUB Rc Dds FD 115,471 38 6830 Record FDR Wslc Sub 177,264 39 6901 Record Swinney - Kock Fn 141,010 40 6904 El Campo Ser Ctr 115,985 41 7017 Dist Nueces River 123,618 42 7040 LS Fac Texas A & M at CC 188,105 43 BALANCE FORWARDED TO PAGE 216-C 137,306,520 Page 216-B CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (ACCOUNT 107)(CONTINUED) Construction Work Line in Progress- Electric No. W/O Description of Project (Account 107) (a) (b) 1 BALANCE FORWARDED 137,306,520 2 7205 Dtl Switch is 138 187,039 3 7206 LPM Turbine Nozzle Plt 274,468 4 7207 LPM Cool Tower Fell RP 177,121 5 7215 Southern Cap Banks PFC 5 159,436 6 7219 LPM Gent Reting Ring Rp 370,224 7 7222 CCPS #1 Power XFMR 107,407 8 7225 CCPS #1 Tur Sup System 107,128 9 7229 ECC CPL EMS-SCADA 292,304 10 7231 WR-Micrpsys UpGrade 166,870 11 7232 WR-Micrpsys UpGrade LWAB 434,230 12 7234 PRSL Pur Building 173,244 13 7235 Lon Hill RP CBS 439,106 14 7238 Eagle Pass Split 138 153,940 15 7242 Weslaco S W - Weslaco Unit 130,303 16 7247 H O 3 rd Work Station 282,221 17 7249 H O Tel-Fiber Optic Line 7,868,688 18 7253 B M D #1 Turb Stack Blades 201,146 19 7254 H O ls Fleet Mgt Sys 435,218 20 7256 H O TEI Cro ROLM 9751 174,283 21 7257 H O TEI SRO ROLM 9751 160,482 22 7259 H O Meter Reading Equip 265,207 23 7260 H O Pdestrain Bridge 148,145 24 7270 H O Marketing - Laredo 398,366 25 7295 Eng-Dsgn Plan Software 105,517 26 7297 Acct-Hyperion on Track 176,952 27 7704 Pur Discovery Sch Bldg 456,923 28 29 30 Sub-Total 151,152,488 31 MINOR PROJECTS 17,268,335 32 33 34 35 36 37 38 39 40 41 42 43 TOTAL 168,420,823 Page 216-C CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION OVERHEADS-ELECTRIC 1. List in column (a) the kinds of overheads according to the titles used by the respondent. Charges for outside professional service for engineering fees and management or supervision fees capitalized should be shown as separate items. 2. On page 218 furnish information concerning construction overheads. 3. A respondent should not report "none" to this page if no overhead apportion- ments are made, but rather should explain on page 212 the accounting procedures employed and the amounts of engineering, supervision, and administrative costs, etc., which are directly charged to construction. 4. Enter on this page engineering, supervision, administrative, and allowance for funds used during construction, etc., which are first assigned to a blanket work order and then prorated to construction jobs. Total Amount Line Description of Overhead Charged No. for the Year (a) (b) 1 General Overhead and Supervision 1,831,019 2 Storage, Freight and Handling 2,671,337 3 AFUDC 2,618,295 4 Labor Loading 5,129,623 5 Lost Time Clearing 1,840,708 6 Auto Clearing 3,538,123 7 Minor Material Loading 897,419 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 TOTAL 18,526,524 Page 217 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE 1. For each construction overhead explain; (a) the nature and extent of work, etc., the overhead charges are intended to cover, (b) the general procedure for determining the amount capitalized, (c) the method of distribution to construction jobs, (d) whether different rates are applied to different types of construction, (e) basis of differentiation in rates for different types of construction, and (f) whether the overhead is directly or indirectly assigned. 2. Show below the computation of allowance for funds used during construction rates, in accordance with the provisions of Electric Plant Instructions 3 (17) of the U.S. of A. 3. Where a net-of-tax rate for borrowed funds is used, show the appropriate tax effect adjustment to the computations below in a manner that clearly indicates the amount of reduction in the gross rate for tax effects. See Page 218-A COMPUTATION OF ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION RATES For Line 1(5), column (d) below, enter the rate granted in the last rate proceeding. If such is not available, use the average rate earned during the proceeding three years. 1. Components of Formula (Derived form actual book balances and actual cost rates): Line Capitalization Cost Rate No. Title Amount Ratio (Percent) Percentage (a) (b) (c) (d) (1) Average Short-Term Debt S 98,094,127 (2) Short-Term Interest s 3.34 (3) Long-Term Debt* D1,363,257,772 44.50 d 8.43 (4) Preferred Stock P 275,840,689 9.00 p 5.19 (5) Common Equity C1,424,195,126 46.50 c 13.00 (6) Total Capitalization 3,063,293,587 (7) Average Construction Work in Progress Balance Plus Nuclear Fuel** W 149,239,022 * Accounts 189,221,224,225,226,231, and 257 ** Includes Nuclear Fuel A/C 120.1 only. 2. Gross Rate for Borrowed Funds S D S s (--)+ d (----) (1 - --) W D+P+C W 3.48% 3. Rate for Other Funds S P C [1 - ___] [ p (---)+c (-----)] 2.23% W D+P+C D+P+C 4. Weighted Average Rate Actually Used for the Year: a. Rate for Borrowed Funds- 3.18 - 3.67 See Page 218-B b. Rate for Other Funds- 0.00 - 4.04 Page 218 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE PAGE 218 1. (a) Construction overheads for electric plant consist of charges for engineering, supervision, preliminary cost studies, surveying, drafting, accounting and statistical, purchasing, legal, stationary, insurance, rents, and transportation and travel expense. (b) The general procedure for determining the amount capitalized consists of two methods: (1) overheads charged direct to project. (2) overheads to be apportioned. The overheads charged direct to projects consist of salaries on a time- engaged basis and other actual costs directly chargeable to specific projects. Overheads to be apportioned consist of those salaries computed on a time-engaged basis related directly or indirectly to construction, together with other expense items associated with such employee's time which could be charged directly to a specific project. (c) The method of distribution to construction jobs: Overheads to be apportioned are charged to the various projects on the basis of the percentage of overhead charges to be apportioned to the direct labor charges to projects, except for large projects where charges are made direct, and in this event, no allocation is made. (d) The different types of construction bear a percentage applied uniformly with that prescribed in (c) above. (e) None. (f) Indirect and direct as outlined in (c) above. 218-A CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 Based upon the authorization of Mr. Russell E. Faudree, Jr., Chief Accountant of the Federal Energy Regulatory Commission dated, August 15, 1984, the Company calculated AFUDC utilizing a monthly rate beginning 1984. This procedure allows the Company to reflect, in its monthly determination of AFUDC, the components of capital and their cost levels at the beginning of the prior month for all components of capital utilized in the formula for the current month's determination of AFUDC. See the 1984 FERC Form No. 1, page 212-C for a copy of Mr. Faudree's letter. 218-B CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108) 1. Explain in a footnote any important adjustments during year. 2. Explain in a footnote any difference between the amount for book cost of plant retired, line 11, column (c), and that reported for electric plant in service, pages 204-207, column (d) excluding retirements of non-depreciable property. 3. The provisions of Account 108 in the Uniform System of Accounts require that retirements of depreciable plant be recorded when such plant is removed from service. If the respondent has a significant amount of plant retired at year end which has not been recorded and/or classified to the various reserve functional classifications, make preliminary closing entries to tentatively functionalize the book costs of the plant retired. In addition, include all costs included in retirement work in progress at year end in the appropriate functional classifications. 4. Show separately interest credits under a sinking fund or similar method of depreciation accounting. Section A. Balances and Changes During Year Line Item Total Electric Plant in Electric Plant Held Electric Plant No. (c+d+e) Service for Future Use Leased to Others (a) (b) (c) (d) (e) 1 Balance Beginning of Year 1,075,092,521 1,049,925,944 25,166,577 2 Depreciation Provisions for Year, Charged to 3 (403) Depreciation Expense 124,388,183 124,388,183 4 (413) Exp. of Elec. Plt. Leas. to Others 5 Transportation Expenses-Clearing 317,346 317,346 6 Other Clearing Accounts 0 0 7 Other Accounts (Specify):* 1,092,962 1,092,962 8 Fuel Exploration Facilities 5,488,987 5,488,987 9 TOTAL Deprec. Prov. for Year (Enter Total of lines 3 thru 8) 131,287,478 131,287,478 10 Net Charges for Plant Retired: 11 Book Cost of Plant Retired 13,484,044 13,484,044 12 Cost of Removal 7,802,293 7,802,293 13 Salvage (Credit) 2,886,224 2,886,224 14 TOTAL Net Chrgs. for Plant Ret. (Enter Total of lines 11 thru 13) 18,400,113 18,400,113 15 Other Credit Items (Describe): (Describe): a. Highway Adjustments 103,783 103,783 b. Replacement in warranties 31,648 31,648 c. Other - Miscellaneous 138,987 138,987 16 Other Debits & Transfers 138,988 138,988 17 Balance End of Year (Enter Total of lines 1, 9, 14, 15, and 16) 1,188,115,316 1,162,948,739 25,166,577 Section B. Balances at End of Year According to Functional Classifications 18 Steam Production 394,435,222 369,268,645 25,166,577 19 Nuclear Production 316,264,947 316,264,947 20 Hydraulic Production-Conventional 897,644 897,644 21 Hydraulic Production-Pumped Storage 0 0 22 Other Production 5,437,527 5,437,527 23 Transmission 139,101,125 139,101,125 24 Distribution 242,340,520 242,340,520 25 General 89,638,331 89,638,331 26 TOTAL (Enter Total of lines 18 thru 25) 1,188,115,316 1,162,948,739 25,166,577
Page 219 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 INVESTMENT IN SUBSIDIARY COMPANIES (Account 123.1) 1. Report below investments in Account 123.1, investments in Subsidiary Companies. 2. Provide a subheading for each company and list thereunder the information called for below. Sub-total by company and give a total in column (e), (f), (g) and (h). (a) Investment in Securities - List and describe each security owned. For bonds give also principal amount, date of issue, maturity and interest rate. (b) Investment Advances - Report separately the amounts of loans or investment advances which are subject to repayment, but which are not subject to current settlement. With respect to each advance show whether the advance is a note or open account. List each note giving date of Issuance, maturity date, and specifying whether note is a renewal. 3. Report separately the equity in undistributed subsidiary earnings since acquisition. The total in column (e) should equal the amount entered for Account 418.1. Amount of Line Description of Investment Date Date of Investment at No. Acquired Maturity Beginning of Year (a) (b) (c) (d) 1 None 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 TOTAL Cost of Account 123.1: TOTAL Page 224 CENTRAL POWER AND LIGHT COMPANY AN ORIGINAL DECEMBER 31, 1993 Balance Department or Line Account Beginning of Balance Departments No. Year End of Year Which Use Material (a) (b) (c) (d) 1 Fuel Stock (Account 151) 28,867,941 16,595,258 Production 2 Fuel Stock Expenses 391,264 338,958 * Undistributed (Account 152) 3 Residuals and Extracted Products - - (Account 153) 4 Plant Materials and Operating Supplies (Account 154) 5 Assigned to-Construction(Estimated) 7,691,053 11,138,404 Regional Operation 6 Assigned to-Operations and Maintenance 7 Production Plant 45,050,702 46,882,584 Production 8 Transmission Plant 435,348 489,198 Regional Operation 9 Distribution Plant 1,711,457 1,268,717 * 10 Assigned to-Other 788,386 848,125 * 11 TOTAL Account 154 55,676,946 60,627,029 (Enter Total of lines 5 thru 10) - - 12 Merchandise (Account 155) 13 Other Materials and Supplies (Account 156) 14 Nuclear Materials Held for Sale (Account157)(Not applicable to Gas Utilities) 15 Stores Expense Undistributed 2,911,958 3,375,686 Production (Account 163) PPI & STP 16 Stores Expense Undistributed (Account 163) 250,092 356,087 Regional Operation 17 18 19 20 TOTAL Materials and Supplies 88,098,561 81,293,017 Page 227 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION Total Line Item (All Electric) Electric No. (a) (b) (c) 1 UTILITY PLANT 2 In Service 3 Plant in Service (Classified) 1,886,233,444 1,886,233,444 4 Property Under Capital Leases 5 Plant Purchased or Sold 450,000 450,000 6 Completed Construction not Classified 15,686,554 15,686,554 7 Experimental Plant Unclassified 8 TOTAL (Enter Total of lines 3 thru 7) 1,902,369,998 1,902,369,998 9 Leased to Others 10 Held for Future Use 96,212,528 96,212,528 11 CWIP 51,931,111 51,931,111 12 Acquisition Adjustments 2,489,993 2,489,993 13 TOTAL Utility Plant (Enter 2,053,003,630 2,053,003,630 Total of lines 8 thru 12) 14 Accum. Prov. for Depr., Amort., & Depl. 806,065,861 806,065,861 15 Net Utility Plant (Enter total 1,246,937,769 1,246,937,769 of line 13 less 14) 16 DETAIL OF ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION 17 In Service: 18 Depreciation 751,997,846 751,997,846 19 Amort. and Depl. of Producing Nat. Gas Land and Land Rights 20 Amort. of Underground Storage Land and Land Rights 21 Amort. of Other Utility Plant 3,153,099 3,153,099 22 TOTAL in Service 755,150,945 755,150,945 (Enter Total of lines 18 thru 21) 23 Leased to Others 24 Depreciation 25 Amortization and Depletion 26 TOTAL Leased to Others (Enter Total of lines 24 and 25) 27 Held for Future Use 28 Depreciation 50,914,916 50,914,916 29 Amortization 30 TOTAL Held for Future Use (Ent. Tot. of lines 28 and 29) 50,914,916 50,914,916 31 Abandonment of Leases (Natural Gas) 32 Amort. of Plant Acquisition Adjustment TOTAL Accumulated Provisions (Should agree with line 14 above)(Enter 33 Total of lines 22,26,30,31 and 32) 806,065,861 806,065,861 Page 200 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) 1. Report below the original cost of electric plant service according to the prescribed accounts. 2. In addition to Account 101, Electric Plant in Service (Classified), this page and the next include Account 102, Electric Plant Purchased or Sold; Account 103, Experimental Gas Plant Unclassified; and Account 106, Completed Construction Not Classified-Electric. 3. Include in column (c) or (d), as appropriate, corrections of additions and retirements for the current or preceding year. 4. Enclose in parentheses credit adjustments of plant accounts to indicate the negative effect of such accounts. 5. Classify Account 106 according to prescribed accounts, on an estimated basis if necessary, and include the entries in column (c). Also to be included in column (c) are entries for reversals of tentative distributions of prior year reported in column (b). Likewise, if the respondent has a significant amount of plant retirements which have not been classified to primary accounts at the end of the year, include in column (d) a tentative distribution of such retirements, on an estimated basis, with appropriate contra entry to the account for accumulated depreciation provision. Include also in column (d) reversals of tentative distributions of prior year of unclassified retirements. Attach supplemental statement showing the account distributions of these tentative classifications in columns (c) and (d) including the reversals of the prior Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 1 1. INTANGIBLE PLANT 2 (301) Organization 3 (302) Franchises and Consents 4 (303) Miscellaneous Intangible Plant 5,073,274 1,875,674 5 TOTAL Intangible Plant 5,073,274 1,875,674 (Enter Total of lines 2, 3, and 4) 6 2. PRODUCTION PLANT 7 A. Steam Production Plant 8 (310) Land and Land Rights 5,217,457 (3,717) 9 (311) Structures and Improvements 56,124,212 148,814 10 (312) Boiler Plant Equipment 412,985,407 10,081,681 11 (313) Engines and Engine-Driven Generators 12 (314) Turbogenerator Units 218,436,029 1,640,294 13 (315) Accessory Electric Equipment 50,095,164 1,482,649 14 (316) Misc. Power Plant Equipment 23,415,152 993,721 15 TOTAL Steam Production Plant 766,273,421 14,343,442 (Enter Total of lines 8 thru 14) 16 B. Nuclear Production Plant 17 (320) Land and Land Rights 18 (321) Structures and Improvements 19 (322) Reactor Plant Equipment 20 (323) Turbogenerator Units 21 (324) Accessory Electric Equipment 22 (325) Misc. Power Plant Equipment 23 TOTAL Nuclear Production Plant (Enter Total of lines 17 thru 22) 24 C. Hydraulic Production Plant 25 (330) Land and Land Rights 26 (331) Structures and Improvements 27 (332) Reservoirs, Dams, and Waterways 28 (333) Water Wheels, Turbines, and Generators 29 (334) Accessory Electric Equipment 30 (335) Misc. Power Plant Equipment 31 (336) Roads, Railroads, and Bridges 32 TOTAL Hydraulic Production Plant (Enter Total of lines 25 thru 31) 33 D. Other Production Plant 34 (340) Land and Land Rights 71,836 35 (341) Structures and Improvements 441,533 (1,115) 36(342)Fuel Holders, Products and Accessories 644,773 37 (343) Prime Movers 38 (344) Generators 21,096,851 (168,165) 39 (345) Accessory Electric Equipment 358,500 23,732 Page 204 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued) years tentative account distributions of these amounts. Careful observance of the above instructions and the texts of Account 101 and 106 will avoid serious ommissions of the reported amount of the respondent's plant actually in service at end of year. 6. Show in column (f) recalssifications or transfers within utility plant accounts. Include also in column (f) the additions or reductions of primary account classifications arising form distribution of amounts initially recorded in Account 102. In showing the clearance of Account 102, include in column (e) the amounts with respect to accumulated provision for depreciation, acquisition adjustment , etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications. 7. For Account 399, state the nature and use of plant included in this account and if substantial in amount submit a supplementary sheet showin subaccount classification of such plant conforming to the requirements of these pages. 8. For each amount comprising the reported balance and changes in Account 102, state the property purchased or sold, name of vendor or purchaser, and date the transaction. If proposed journal entries have been filed with the Commission as required by the Uniform System of Accounts, five also date of such filing. Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. 1 (301) 2 (302) 3 6,948,948 (303) 4 6,948,948 5 6 7 5,213,740 (310) 8 56,273,026 (311) 9 881,568 422,185,520 (312) 10 (313) 11 495,500 219,580,823 (314) 12 62,793 51,515,020 (315) 13 504,426 (275) 23,904,172 (316) 14 1,944,287 (275) 778,672,301 15 16 (320) 17 (321) 18 (322) 19 (323) 20 (324) 21 (325) 22 23 24 (330) 25 (331) 26 (332) 27 (333) 28 (334) 29 (335) 30 (336) 31 32 33 71,836 (340) 34 440,418 (341) 35 644,773 (342) 36 (343) 37 77,112 20,851,574 (344) 38 129,888 252,344 (345) 39 Page 205 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) (CONTINUED) Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 40 (346) Misc. Power Plant Equipment 115,734 (744) 41 TOTAL Other Production Plant 22,729,227 (146,292) (Enter Total of lines 34 thru 40) 42 TOTAL Production Plant (Enter 789,002,648 14,197,150 Total of lines 15, 23, 32, and 41) 43 3. TRANSMISSION PLANT 44 (350) Land and Land Rights 20,471,349 2,718,608 45 (352) Structures and Improvements 5,826,633 (2,784) 46 (353) Station Equipment 140,267,686 6,268,362 47 (354) Towers and Fixtures 12,610,413 607,233 48 (355) Poles and Fixtures 53,858,550 7,473,887 49 (356) Overhead Conductors and Devices 81,119,008 4,462,603 50 (357) Underground Conduit 51 (358) Underground Conductors 44,422 and Devices 52 (359) Roads and Trails 53 TOTAL Transmission Plant 314,198,061 21,527,909 (Enter Total of lines 44 thru 52) 54 4. DISTRIBUTION PLANT 55 (360) Land and Land Rights 5,011,833 349,143 56 (361) Structures and Improvements 24,998,394 813,031 57 (362) Station Equipment 83,482,635 1,946,344 58 (363) Storage Battery Equipment 59 (364) Poles, Towers, and Fixtures 96,862,142 5,489,727 60 (365) Overhead Conductors and Devices 77,343,875 5,665,042 61 (366) Underground Conduit 4,526,179 (68,447) 62 (367) Underground Conductors and Devices 48,975,077 6,550,949 63 (368) Line Transformers 126,957,176 6,674,929 64 (369) Services 61,206,090 4,137,941 65 (370) Meters 29,318,642 2,629,420 66 (371) Installations on Customers 14,627,216 1,509,712 67 (372) Leased Property on Customer Premises 68 (373) Street Lighting and Signal System 17,575,381 2,031,376 69 TOTAL Distribution Plant 590,884,640 37,729,167 (Enter Total of lines 55 thru 68) 70 5. GENERAL PLANT 71 (389) Land and Land Rights 932,630 3,117,150 72 (390) Structures and Improvements 9,647,750 1,829,028 73 (391) Office Furniture and Equipment 40,847,451 5,806,598 74 (392) Transportation Equipment 24,017,357 3,470,433 75 (393) Stores Equipment 2,386,412 436,488 76 (394) Tools, Shop and Garage Equipment 5,945,209 1,089,455 77 (395) Laboratory Equipment 2,278,283 378,135 78 (396) Power Operated Equipment 906,392 61,400 79 (397) Communication Equipment 33,797,695 1,348,333 80 (398) Miscellaneous Equipment 694,392 183,497 81 SUBTOTAL (Enter Total of 121,453,571 17,720,517 lines 71 thru 80) 82 (399) Other Tangible Property 528,304 83 TOTAL General Plant 121,981,875 17,720,517 (Enter Total of lines 81 and 82) 84 TOTAL (Accounts 101 1,821,140,498 93,050,417 and 106) 85 (102) Electric Plant Purchased 450,000 86 (Less) (102) Electric Plant Sold 87 (103) Experimental Plant Unclassified 88 TOTAL Electric Plant in Service 1,821,140,498 93,500,417 Page 206 PUBLIC SERVICE OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106)(Continued) Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. 275 115,265 (346) 40 207,000 275 22,376,210 41 2,151,287 801,048,511 42 43 17,412 23,172,545 (350) 44 5,823,849 (352) 45 692,413 55,938 145,899,573 (353) 46 13,217,646 (354) 47 148,363 (93) 61,183,981 (355) 48 123,620 (7,233) 85,450,758 (356) 49 (357) 50 44,422 (358) 51 (359) 52 981,808 48,612 334,792,774 53 54 3,200 5,357,776 (360) 55 25,466 25,785,959 (361) 56 398,491 (61,787) 84,968,701 (362) 57 (363) 58 658,334 101,693,535 (364) 59 432,741 1,981 82,578,157 (365) 60 4,457,732 (366) 61 264,473 51 55,261,604 (367) 62 2,001,643 11,143 131,641,605 (368) 63 781,631 64,562,400 (369) 64 985,014 30,963,048 (370) 65 315,203 11,040 15,832,765 (371) 66 (11,040) (11,040) (372) 67 454,270 19,152,487 (373) 68 6,320,466 (48,612) 622,244,729 69 70 4,049,780 (389) 71 11,476,778 (390) 72 112,034 46,542,015 (391) 73 1,975,821 25,511,969 (392) 74 2,822,900 (393) 75 715,308 6,319,356 (394) 76 14,193 2,642,225 (395) 77 967,792 (396) 78 35,146,028 (397) 79 877,889 (398) 80 2,817,356 136,356,732 81 528,304 (399) 82 2,817,356 136,885,036 83 12,270,917 1,901,919,998 84 450,000 (102) 85 86 (103) 87 12,270,917 1,902,369,998 88 Page 207 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (ACCOUNTS 101, 102, 103, AND 106) Detail of classification of Account 106 Completed Construction Not Classified-Electric additions shown on Column (c), Page 204
Account 106 Line Account Reversal of Current Year Account 101 Total No. Previous Year Additions Current Year Additions Additions (a) (b) (c) (c) (c) 1 1. INTANGIBLE PLANT 2 (301) Organization 3 (302) Franchises and Consents 4 (303) Miscellaneous Intangible Plant 1,875,674 1,875,674 5 Total Intangible Plant (Total/Line 2-4) 1,875,674 1,875,674 6 2. Production Plant 7 A. Steam Production Plant 8 (310) Land and Land Rights 3,717 (3,717) 9 (311) Structures and Improvements 43,848 22,966 169,696 148,814 10 (312) Boiler Plant Equipment 1,571,753 3,938,860 7,714,574 10,081,681 11 (313) Engines and Engine-Driven Generators 12 (314) Turbogenerator Units 1,290,604 102,586 2,828,312 1,640,294 13 (315) Accessory Electric Equipment 74,319 30,578 1,526,390 1,482,649 14 (316) Misc. Power Plant Equipment 65,401 19,102 1,040,020 993,721 15 Total Steam Production plant (total/lines 8-14)3,049,642 4,114,092 13,278,992 14,343,442 16 B. Nuclear Production Plant 17 (320) Land and Land Rights 18 (321) Structures and Improvements 19 (322) Reactor Plant Equipment 20 (323) Turbogenerator Unit 21 (324) Accessory Electric Equip. 22 (325) Misc. Power Plant Equip. 23 Total Nuclear Production Plant (total/lines 17-22) 24 C. Hydraulic Production Plant 25 (330) Land and Land Rights 26 (331) Structures and Improvements 27 (332) Reservoirs, Dams, and Waterways 28 (333) Water Wheels, Turbines, and Generators 29 (334) Accessory Electric Equip. 30 (335) Misc. Power Plant Equip. 31 (336) Roads, Railroads, and Bridges 32 Total Hydraulic Production Plant (Total/lines 25-31) 33 D. Other Production Plant 34 (340) Land and Land Rights 35 (341) Structures and Improvements 1,115 (1,115) 36 (342) Fuel Holders, Products and Accessories 37 (343) Prime Movers 38 (344) Generators 120,398 (47,767) (168,165) 39 (345) Accessory Electric Equipment 1,486 25,218 23,732
Page 207-A PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (ACCOUNTS 101, 102, 103, AND 106) Detail of classification of Account 106 Completed Construction Not Classified-Electric additions shown on Column (c), Page 206
Account 106 Line Account Reversal of Current Year Account 101 Total No. Previous Year Additions Current Year Additions Additions (a) (b) (c) (c) (c) 40 (346) Misc. Power Plant Equip. 744 (744) 41 Total Other production Plant (Total/lines 34-40) 123,743 (22,549) (146,292) 42 Total Production Plant (total/lines 15,23,32,& 41) 3,173,385 4,114,092 13,256,443 14,197,150 43 3. TRANSMISSION PLANT 44 (350) Land and land rights 8,869 332,125 2,395,352 2,718,608 45 (352) Structure and Improvements 2,851 67 (2,784) 46 (353) Station Equip. 1,115,969 1,977,537 5,406,794 6,268,362 47 (354) Tower and Fixtures 3,801 6,434 604,600 607,233 48 (355) Poles and Fixtures 247,373 1,251,353 6,469,907 7,473,887 49 (356) Overhead Conductors and Devices 229,182 774,208 3,917,577 4,462,603 50 (357) Underground Conduit 51 (358) Underground Conductors and Devices 52 (359) Roads and Trails 53 Total Transmission Plant (Total/lines 44-52) 1,608,045 4,341,724 18,794,230 21,527,909 54 4. DISTRIBUTION PLANT 55 (360) Land and Land Rights 8,879 7,925 350,097 349,143 56 (361) Structures and Improvements 130,481 27,804 915,708 813,031 57 (362) Station Equipment 1,327,242 863,226 2,410,360 1,946,344 58 (363) Storage Battery Equipment 59 (364) Poles, Towers, and Fixtures 966,185 605,132 5,850,780 5,489,727 60 (365) Overhead Conductors and Devices 812,091 639,371 5,837,762 5,665,042 61 (366) Underground Conduit 68,907 134 326 (68,447) 62 (367) Underground Conductors and Devices 253,567 2,840,656 3,963,860 6,550,949 63 (368) Line Transformers 294,547 500,460 6,469,016 6,674,929 64 (369) Services 167,927 165,749 4,140,119 4,137,941 65 (370) Meters 102,686 82,606 2,649,500 2,629,420 66 (371) Installations on Customers Premises 59,450 58,966 1,510,196 1,509,712 67 (372) Leased Property on Custmers Premises 68 (373) Street Lights and Signal System 69,487 180,762 1,920,101 2,031,376 69 Total Distribution Plant (Total/lines 55-68) 4,261,449 5,972,791 36,017,825 37,729,167 70 5. GENERAL PLANT 71 (389) Land and Land Rights 2,315 3,119,465 3,117,150 72 (390) Structures and Improvements 185,341 33,895 1,980,474 1,829,028 73 (391) Office Furniture and Equip. 723,131 194,879 6,334,850 5,806,598 74 (392) Transportation Equip. 211,822 344,263 3,337,992 3,470,433 75 (393) Stores Equip. 7,717 444,205 436,488 76 (394) Tools, Shop and Garage Equip. 55,559 64,241 1,080,773 1,089,455 77 (395) Laboratory Equip. 9,646 151,805 235,976 378,135 78 (396) Power Operated Equip. 2,315 63,715 61,400 79 (397) Communication Equip. 681,354 468,864 1,560,823 1,348,333 80 (398) Miscellaneous Equip. 3,859 187,356 183,497 81 SubTotal (total/lines 71-80) 1,883,059 1,257,947 18,345,629 17,720,517 82 (399) Other Tangible Property (Railcar Facility /Alliance,NA) 83 Total General Plant (Total/Lines 81&82) 1,883,059 1,257,947 18,345,629 17,720,517 84 Total (Accounts 101 and 106) 10,925,938 15,686,554 88,289,801 93,050,417
Page 207-B PUBLIC SERVICE OF COMPANY OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT HELD FOR FUTURE USE (Account 105) 1. Report separately held for future use at end of the year having an original cost of $250,000 or more. Group other items of property held for future use. 2. For property having an original cost of $250,000 or more previously used in utility operations, now held for future use, give in column (a), in addition to other required information, the date that utility use of such property was discontinued, and the date the original cost was transferred to Account 105.
Date Originally Date Expected Balance at Line Description and Location Included in to be Used in End of No. of Property This Account Utility Service Year (a) (b) (c) (d) 1 Land and Rights: 2 Production: 3 Approx. 3,283 acres-East Central Oklahoma Oct., 1979 Indefinite 2,409,861 4 Transmission: 5 Approx. 1,184 rods-East Oklahoma Dec., 1982 Indefinite 263,693 6 Approx. 2,131 rods-East Oklahoma Dec., 1982 Indefinite 348,961 7 Distribution: 8 Approx. 60 acres-Tulsa Co., Oklahoma Oct., 1979 Indefinite 485,451 9 Approx. 40 acres-Washington Co., Ok Dec., 1983 Indefinite 235,820 10 Other Distribution Property less than $250,000 612,606 11 12 OTHER PROPERTY: 13 Property convertible for use as a coal- 14 fired power station Rogers Co., OK Mar., 1985 2010 13,165,857 15 Inola Station-Rodgers Co., Oklahoma Dec., 1986 2004 2,279,764 16 Walker County Unit 1-Walker Co., Texas Dec., 1986 2004 2,181,715 17 Walker/Grimes Lignite Project-Walker Co. Dec., 1986 2004 12,005,283 18 Coleto Creek Unit 2-Goliad Co., Texas Dec., 1986 2002 8,103,965 19 Tulsa Power Station-Tulsa Co., Ok Oct., 1988 1994 54,118,356 20 Property less than $250,000 1,195 21 22 (1) Reclassified from Account 101 to Account 105 in 23 October, 1979. 24 (2) Reclassified from Account 101 to Account 105 in 25 December 1983. 26 (3) Reclassified from Account 101 to Account 105 in 27 October, 1988. 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 TOTAL 96,212,528
Page 214 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) 1. Report below descriptions and balances at end of year of projects in process of construction (107). 2. Show items relating to "research, development, and demonstration" project last, under a caption Research, Development, and Demonstration (see Account 107 of the Uniform System of Accounts). 3. Minor projects (5% of the Balance End of the Year for Account 107 or $100,000, whichever is less) may be grouped. Construction Work Line in Progress-Electric No. Description of Project (Account 107) (a) (b) 1 Turbine Modification, Northeastern Power station Unit #3 631,643 2 Install Auto equipment identification sys NE Power station un3&4 111,304 3 On-line perform. monitoring, sw power station unit #3 441,577 4 Stack monitoring equip replacement, ne power station units 3&4 380,282 5 Turbine lube oil full flow filter ne power station unit 3 257,114 6 Turbine lube oil full flow filter ne power station unit 2 213,077 7 Turbine lube oil full flow filter Riverside power station unit 1 264,875 8 Turbine lube oil full flow filter ne power station unit #4 220,085 9 Turbine lube oil full flow filter Riverside power station unt#2 199,391 10 Install of auxiliary steam generator ne power station unt 1&2 194,449 11 Purchase right-of-way RR spur ne power station units 3&4 1,622,854 12 Boiler trottling valve replacement ne power station units 3&4 416,383 13 Unit #4 restart Tulsa power station 1,735,327 14 Install Diamond Sootblowers ne power station units 3&4 781,976 15 Purchase transition turbine parts, Comanche power station 534,950 16 Retube No. 2-7 Feedwaterheater ne power station units 1&2 288,565 17 Install Waterlances ne power station unit #4 534,797 18 Convert pulverizer hydraulic to spring conversion ne pr stat 3&4 533,389 19 Replace sequence of events recorder ne power station unit #3 119,954 20 Replace airheater basket ne power station unit #3 637,459 21 Replace water drain and steam pressure valves ne power stat u #3 174,849 22 Replace super heat injection pressure reducing valve ne stat u #3 150,848 23 Purchase and install waterlances ne power station unit #3 567,789 24 Replace buckers turbine rotors ne power station unit #3 135,613 25 Replace turbine/generator seals ne power station unit #3 142,609 26 Build industrial RR spur ne power station units 3&4 134,885 27 Build feeder #81-557 from Vinita jct sub to Hockerville sub 2,262,947 28 Convert Vinita jct sub #81-877 to ring bus Vinita OK 347,172 29 Replace relay panels at Tulsa power station sub #66-801 Tulsa 153,799 30 Replace air magnetic breakers ne power station sub #81-864 ne power station 188,919 31 Construct 138kv feeder from Oneta sub #81-560 to 114th & 101 East aven Broker Arrow OK 924,972 32 Convert Oneta Sub #90-872 138kv ring bus to breaker and one half Tulsa OK 1,072,348 33 Right-of-way 11.8 miles 50 tracts near Oneta Ok 483,798 34 Add 37.3mva transformer and replace 15kv breakers at Tulsa power station sub #66-801 Tulsa OK 763,209 35 Changeout breakers at Comanche station sub #81-945 Comanche OK 208,127 36 Update Expired term easements with Bureau of Indian Affairs Tulsa OK 192,927 37 Purchase right-of-way for 138kv feeder Vinita to Empire 38 District Electric Hockerville Sub Vinita OK 819,615 39 Replace bad poles and hardware on line #81-801 from Blachard OK to Cornville OK 149,223 40 Replace Shidler sub #163 138kv circuit breaker Shidler OK 113,068 41 Bartlesville Comanche sub #155 improvements Bartlesville OK 1,857,137 42 Install new urban load center sub #006 at 81st & Garnett Tulsa 494,179 43 TOTAL Page 216 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) 1. Report below descriptions and balances at end of year of projects in process of construction (107). 2. Show items relating to "research, development, and demonstration" project last, under a caption Research, Development, and Demonstration (see Account 107 of the Uniform System of Accounts). 3. Minor projects (5% of the Balance End of the Year for Account 107 or $100,000, whichever is less) may be grouped. Construction Work Line in Progress-Electric No. Description of Project (Account 107) (a) (b) 1 Center Plaza Apartment Cable replacement feeders Tulsa OK 296,816 2 Replace Cable Feeders Tulsa OK 120,670 3 Underbuild New 477mcm conductor on #81-558A Bartlesville OK 122,322 4 Intergration of Chelsea Municipal Authority and company system Chelsea OK 710,238 5 Relocation between hwy 97 to 55th west avenue Tulsa OK 365,214 6 Repair for Minor Storms in 1993 Tulsa Division Tulsa OK 196,355 7 Serve Southern Woods Estate Tulsa OK 107,046 8 Rebuild and recondition 3 miles conductor west of Inola 1/2 mile south of hwy 412 Inola OK 144,580 9 Rebuild and Reconductor Unocal Haminy OK 130,653 10 Radio Frequency Meters remote meter reading Tulsa OK 115,895 11 Serve Celebrity Country Addition Bixby OK 178,512 12 CSW Bus. Improv. Project work management definition Dallas TX 3,082,687 13 CSW Bus. Improv. Project compatible units definition Dallas TX 749,185 14 CSW Bus. Improv. Project materials management Analysis def. Dallas TX 324,975 15 CSW Bus. Improv. Project material management Dallas TX 1,321,654 16 CSW Bus. Improv. Project Executive Info. system Dallas TX 808,096 17 CSW Bus. Improv. Project standard Accounts Structure Dallas TX 857,369 18 CSW Bus. Improv. Project Human Resources Mgmt system Dallas TX 341,436 19 Tulsa Division Headquarters Facility Tulsa OK 326,629 20 Replace Line Truck #51-60 Tulsa OK 132,678 21 Replace Bucket Truck #41-042 construction Maint. Tulsa OK 135,032 22 CSW Bus. Improv. Project Job cost accounting system Dallas TX 163,261 23 Install new roof on the General Office Tulsa OK 314,656 24 Construct crush rock base course on storage site Alsuma Tulsa OK 124,780 25 Purchase power factor test equip. Tulsa OK 295,655 26 Manufacture of SCADA Remote terminal unit Tulsa OK 108,662 27 Construct EMS/SCADA network for PSO 546,291 28 Prepare CSW Energy Management System Plan Tulsa OK 826,106 29 Install fiber optic cable and carrier equip. to Transok Gas Central Center, Tulsa OK 241,736 30 Install PSO 565 mega byte node at MCI, Broken Arrow, OK 101,874 31 CSW Radio Improvement Project Dallas TX 335,106 32 CSW Service Energy Management system replacement Proj. Tulsa OK 120,255 33 Repair Storm Damage of 4-24-93 Catoosa OK 417,349 34 Install Fiber Optic communication system Tulsa to Bartlesville Tulsa OK 579,643 35 Arrow Trucking Digital Microwave system Tulsa OK 143,995 36 Fiber optic Tulsa Junior College Tie within Campus Tulsa Ok 236,552 37 Repair Storm damage for fiber optic lines Catoosa OK 605,682 38 39 40 753 Minor Projects involving Production, Transmission, 41 Distribution & General Functions 14,743,982 42 43 Total 51,931,111 Page 216A PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION OVERHEADS-ELECTRIC 1. List in column (a) the kinds of overheads according to the titles used by the respondent. Charges for outside professional service for engineering fees and management or supervision fees capitalized should be shown as separate items. 2. On page 218 furnish information concerning construction overheads. 3. A respondent should not report "none" to this page if no overhead apportion- ments are made, but rather should explain on page 212 the accounting procedures employed and the amounts of engineering, supervision, and administrative costs, etc., which are directly charged to construction. 4. Enter on this page engineering, supervision, administrative, and allowance for funds used during construction, etc., which are first assigned to a blanket work order and then prorated to construction jobs. Total Amount Line Description of Overhead Charged No. for the Year (a) (b) 1 Allowance for Funds Used During Construction 1,948,344 2 Engineering Supervision 2,112,246 3 Depreciation Expense-General Plant 718,060 4 Administrative and General Salaries Capitalized 1,082,433 5 Admin. and General Travel Expenses Capitalized 113,814 6 Office Supplies Capitalized 245,111 7 Employee Safety Education Activities 92,680 8 Compensation-Compensible Accidents 25,323 9 Employee Miscellaneous Benefits 344,129 10 Miscellaneous General Expense 26,474 11 Rents 280,735 12 Maintenance of General Plant 316,889 13 Maintenance of Communication Equip. 205,659 14 State Unemployment Insurance 31,944 15 Federal Unemployment Insurance 21,359 16 Federal Insurance Contributions Act 1,031,998 17 Injury and Damage Costs 871,849 18 Employee Insurance Costs 1,524,551 19 Pension Costs 1,106,189 20 Thrift Plan Costs 348,002 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 TOTAL 12,447,789 Page 217 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE 1. For each construction overhead explain; (a) the nature and extent of work, etc., the overhead charges are intended to cover, (b) the general procedure for determining the amount capitalized, (c) the method of distribution to construction jobs, (d) whether different rates are applied to different types of construction, (e) basis of differentiation in rates for different types of construction, and (f) whether the overhead is directly or indirectly assigned. 2. Show below the computation of allowance for funds used during construction rates, in accordance with the provisions of Electric Plant Instructions 3 (17) of the U.S. of A. 3. Where a net-of-tax rate for borrowed funds is used, show the appropriate tax effect adjustment to the computations below in a manner that clearly indicates the amount of reduction in the gross rate for tax effects. ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFUDC) AFUDC is charged on construction costs during the period of actual construction. The composite rates used to determine AFUDC during 1993 are shown below. There is no AFUDC charged to projects costing less than $5,000 nor to projects which were completed during a 30-day period or less. OTHER CONSTRUCTION OVERHEADS - Other Construction Overheads, both direct and indirect, are distributed to construction jobs as a percentage of direct (Company) labor charged thereto. Based on a biennial analysis of the most recent year's financial data, percentages have been developed for each category of overhead distributed. COMPUTATION OF ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION RATES For Line 1(5), column (d) below, enter the rate granted in the last rate proceeding. If such is not available, use the average rate earned during the proceeding three years. 1. Components of Formula (Derived form actual book balances and actual cost rates): Line Capitalization Cost Rate No. Title Amount Ratio (Percent) Percentage (a) (b) (c) (d) (1) Average Short-Term Debt S 14,380,668 (2) Short-Term Interest s 3.347% (3) Long-Term Debt D 433,060,000 48.7% d 7.875% (4) Preferred Stock P 19,790,000 2.2% p 4.114% (5) Common Equity C 436,463,108 49.1% c 13.500% (6) Total Capitalization 889,313,108 100.0% (7) Average Construction Work in Progress Balance W 48,992,988 2. Gross Rate for Borrowed Funds S D S s (--)+ d (----) (1 - --) W D+P+C W 3.691% 3. Rate for Other Funds S P C [1 - ___] [ p (---)+c (-----)] 4.746% W D+P+C D+P+C 4. Weighted Average Rate Actually Used for the Year: a. Rate for Borrowed Funds- 3.692% b. Rate for Other Funds- 4.748% Page 218 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108) 1. Explain in a footnote any important adjustments during year. 2. Explain in a footnote any difference between the amount for book cost of plant retired, line 11, column (c), and that reported for electric plant in service, pages 204-207, column (d) excluding retirements of non-depreciable property. 3. The provisions of Account 108 in the Uniform System of Accounts require that retirements of depreciable plant be recorded when such plant is removed from service. If the respondent has a significant amount of plant retired at year end which has not been recorded and/or classified to the various reserve functional classifications, make preliminary closing entries to tentatively functionalize the book costs of the plant retired. In addition, include all costs included in retirement work in progress at year end in the appropriate functional classifications. 4. Show separately interest credits under a sinking fund or similar method of depreciation accounting. Section A. Balances and Changes During Year Line Item Total Electric Plant in Electric Plant Held Electric Plant No. (c+d+e) Service for Future Use Leased to Others (a) (b) (c) (d) (e) 1 Balance Beginning of Year 752,968,614 702,053,698 50,914,916 2 Depreciation Provisions for Year, Charged to 3 (403) Depreciation Expense 61,881,179 61,881,179 4 (413) Exp. of Elec. Plt. Leas. to Others 5 Transportation Expenses-Clearing 3,118,415 3,118,415 6 Other Clearing Accounts 0 0 7 Other Accounts (Specify): 8 see below 2,814,834 2,814,834 9 TOTAL Deprec. Prov. for Year (Enter Total of lines 3 thru 8) 67,814,428 67,814,428 10 Net Charges for Plant Retired: 11 Book Cost of Plant Retired 12,267,917 12,267,917 68,509 12 Cost of Removal 7,105,007 7,105,007 13 Salvage (Credit) 1,502,644 1,502,644 14 TOTAL Net Chrgs. for Plant Ret. (Enter Total of lines 11 thru 13) 17,870,280 17,870,280 68,509 15 Other Credit Items (Describe): (Describe): 16 17 Balance End of Year (Enter Total of lines 1, 9, 14, 15, and 16) 802,912,762 751,997,846 50,914,916 Section B. Balances at End of Year According to Functional Classifications 18 Steam Production 426,634,680 375,719,764 50,914,916 19 Nuclear Production 20 Hydraulic Production-Conventional 21 Hydraulic Production-Pumped Storage 22 Other Production 9,625,922 9,625,922 23 Transmission 106,861,934 106,861,934 24 Distribution 207,765,154 207,765,154 25 General 52,025,072 52,025,072 26 TOTAL (Enter Total of lines 18 thru 25) 802,912,762 751,997,846 50,914,916 Line 8: Capitalized to Construction 718,059 718,059 Account 151-Fuel Stock Coal 2,096,775 2,096,775 2,814,834 2,814,834
Page 219 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 INVESTMENT IN SUBSIDIARY COMPANIES (Account 123.1) 1. Report below investments in Account 123.1, investments in Subsidiary Companies. 2. Provide a subheading for each company and list thereunder the information called for below. Sub-total by company and give a total in column (e), (f), (g) and (h). (a) Investment in Securities - List and describe each security owned. For bonds give also principal amount, date of issue, maturity and interest rate. (b) Investment Advances - Report separately the amounts of loans or investment advances which are subject to repayment, but which are not subject to current settlement. With respect to each advance show whether the advance is a note or open account. List each note giving date of Issuance, maturity date, and specifying whether note is a renewal. 3. Report separately the equity in undistributed subsidiary earnings since acquisition. The total in column (e) should equal the amount entered for Account 418.1. Amount of Line Description of Investment Date Date of Investment at No. Acquired Maturity Beginning of Year (a) (b) (c) (d) 1 Ash Creek Mining Company(1) Nov. 30, 1976 (3,478,638) 2 3 4 5 6 7 (1)Authorized by the Securities and Exchange 8 Commission (Release No. 19777) in File No. 9 70-5868 dated November 30, 1976. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 TOTAL Cost of Account 123.1:$ 3,839,040 TOTAL (3,478,638) Page 224 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 INVESTMENT IN SUBSIDIARY COMPANIES (ACCOUNT 123.1) (Continued) 4. For any securities , notes or accounts that were pledged, designate such securities, notes, or accounts in a footnote, and state the name of pledge and purpose of the pledge. 5. If Commission approval was required for any advance made or security acquired, designate such fact in a footnote and give name of Commission, date of authorization, and case or docket number. 6. Report column (f) interest and dividend revenues form investments, including such revenues form securities disposed of during the year. 7. In column (h) report for each investment disposed of during the year, the gain or loss represented by the difference between cost of the investment (or the other amount at which carried in the books of account if different from cost) and the selling price thereof, not including interest adjustment includible in column (f). 8. Report on Line 42, column (a) the total cost of Account 123.1. Equity in Amount of Gain or Loss Subsidiary Revenues Investment at From Investment Earnings for Year for Year End of Year Disposed of Line (e) (f) (g) (h) No. (2,029,498) (5,508,136) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 (2,029,498) (5,508,136) 42 Page 225 PUBLIC SERVICE COMPANY OF OKLAHOMA AN ORIGINAL DECEMBER 31, 1993 1. For Account 154, report the amount of plant materials and operating supplies under the primary functional classifications as indicated in column (a); estimates of amounts by function are acceptable. In column (d), designate the department or departments which use the class of material. 2. Give an explanation of important inventory adjustments during the year (on a supplemental page) showing general classes of material and supplies and the various accounts (operating expenses, clearing accounts, plant, etc.) affected- debited or credited. Show separately debit or credits to stores expense- clearing, if applicable. Balance Department or Line Account Beginning of Balance Departments No. Year End of Year Which Use Material (a) (b) (c) (d) 1 Fuel Stock (Account 151) 21,673,278 21,273,368 Electric 2 Fuel Stock Expenses Undistributed (Account 152) 3 Residuals and Extracted Products (Account 153) 4 Plant Materials and Operating Supplies (Account 154) 5 Assigned to-Construction(Estimated) 5,026,309 3,834,446 Electric 6 Assigned to-Operations and Maintenance 7 Production Plant 30,310,312 31,199,076 Electric 8 Transmission Plant 23,210 4,949 Electric 9 Distribution Plant 610,811 284,171 Electric 10 Assigned to-Other 1,251,045 825 Electric 11 TOTAL Account 154 37,221,687 35,323,467 Electric (Enter Total of lines 5 thru 10) 12 Merchandise (Account 155) 13 Other Materials and Supplies (Account 156) 14 Nuclear Materials Held for Sale (Account157)(Not applicable to Gas Utilities) 15 Stores Expense Undistributed (Account 163) 16 Stores Expense Undistributed (Account 163) STP Inventory 3,454,271 2,041,110 Electric 17 18 19 20 TOTAL Materials and Supplies 62,349,236 58,637,945 (per Balance Sheet) Page 227 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION Total Line Item (All Electric) Electric No. (a) (b) (c) 1 UTILITY PLANT 2 In Service 3 Plant in Service (Classified) 2,513,372,172 2,513,372,172 4 Property Under Capital Leases 46,018,596 46,018,596 5 Plant Purchased or Sold 6 Completed Construction not Classified 7 Experimental Plant Unclassified 8 TOTAL (Enter Total of lines 3 thru 7) 2,559,390,768 2,559,390,768 9 Leased to Others 0 0 10 Held for Future Use 33,264,671 33,264,671 11 Construction Work in Progress 126,257,669 126,257,669 12 Acquisition Adjustments 17,008,541 17,008,541 13 TOTAL Utility Plant (Enter Total of lines 8 thru 12) 2,735,921,649 2,735,921,649 14 Accum. Prov. for Depr., Amort., & Depl. 947,791,402 947,791,402 15 Net Utility Plant (Enter total of line 13 less 14) 1,788,130,247 1,788,130,247 16 DETAIL OF ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION 17 In Service: 18 Depreciation 947,791,402 947,791,402 19 Amort. and Depl. of Producing Nat. Gas Land and Land Rights 20 Amort. of Underground Storage Land and Land Rights 21 Amort. of Other Utility Plant 22 TOTAL in Service (Enter Total of lines 18 thru 21) 947,791,402 947,791,402 23 Leased to Others 24 Depreciation 0 0 25 Amortization and Depletion 26 TOTAL Leased to Others (Enter Total of lines 24 and 25) 0 0 27 Held for Future Use 28 Depreciation 29 Amortization 30 TOTAL Held for Future Use (Ent. Tot. of lines 28 and 29) 31 Abandonment of Leases (Natural Gas) 32 Amort. of Plant Acquisition Adjustment TOTAL Accumulated Provisions (Should agree with line 14 above)(Enter 33 Total of lines 22,26,30,31 and 32) 947,791,402 947,791,402 Page 200 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) 1. Report below the original cost of electric plant service according to the prescribed accounts. 2. In addition to Account 101, Electric Plant in Service (Classified), this page and the next include Account 102, Electric Plant Purchased or Sold; Account 103, Experimental Gas Plant Unclassified; and Account 106, Completed Construction Not Classified-Electric. 3. Include in column (c) or (d), as appropriate, corrections of additions and retirements for the current or preceding year. 4. Enclose in parentheses credit adjustments of plant accounts to indicate the negative effect of such accounts. 5. Classify Account 106 according to prescribed accounts, on an estimated basis if necessary, and include the entries in column (c). Also to be included in column (c) are entries for reversals of tentative distributions of prior year reported in column (b). Likewise, if the respondent has a significant amount of plant retirements which have not been classified to primary accounts at the end of the year, include in column (d) a tentative distribution of such retirements, on an estimated basis, with appropriate contra entry to the account for accumulated depreciation provision. Include also in column (d) reversals of tentative distributions of prior year of unclassified retirements. Attach supplemental statement showing the account distributions of these tentative classifications in columns (c) and (d) including the reversals of the prior Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 1 1. INTANGIBLE PLANT 2 (301) Organization 11,500 701 3 (302) Franchises and Consents 4 (303) Miscellaneous Intangible Plant 3,474,356 1,076,028 5 TOTAL Intangible Plant 3,485,856 1,076,729 (Enter Total of lines 2, 3, and 4) 6 2. PRODUCTION PLANT 7 A. Steam Production Plant 8 (310) Land and Land Rights 9,925,449 9 (311) Structures and Improvements 251,250,051 401,391 10 (312) Boiler Plant Equipment 747,604,051 4,457,468 11 (313) Engines and Engine-Driven Generators 12 (314) Turbogenerator Units 233,467,837 13 (315) Accessory Electric Equipment 52,774,887 243,510 14 (316) Misc. Power Plant Equipment 31,878,339 1,568,668 15 TOTAL Steam Production Plant 1,326,900,614 6,671,037 (Enter Total of lines 8 thru 14) 16 B. Nuclear Production Plant 17 (320) Land and Land Rights 18 (321) Structures and Improvements 19 (322) Reactor Plant Equipment 20 (323) Turbogenerator Units 21 (324) Accessory Electric Equipment 22 (325) Misc. Power Plant Equipment 23 TOTAL Nuclear Production Plant (Enter Total of lines 17 thru 22) NONE NONE 24 C. Hydraulic Production Plant 25 (330) Land and Land Rights 26 (331) Structures and Improvements 27 (332) Reservoirs, Dams, and Waterways 28 (333) Water Wheels, Turbines, and Generators 29 (334) Accessory Electric Equipment 30 (335) Misc. Power Plant Equipment 31 (336) Roads, Railroads, and Bridges 32 TOTAL Hydraulic Production Plant (Enter Total of lines 25 thru 31) NONE NONE 33 D. Other Production Plant 34 (340) Land and Land Rights 35 (341) Structures and Improvements 36 (342) Fuel Holders, Products and Accessories 37 (343) Prime Movers 38 (344) Generators 39 (345) Accessory Electric Equipment Page 204 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued) years tentative account distributions of these amounts. Careful observance of the above instructions and the texts of Account 101 and 106 will avoid serious ommissions of the reported amount of the respondent's plant actually in service at end of year. 6. Show in column (f) recalssifications or transfers within utility plant accounts. Include also in column (f) the additions or reductions of primary account classifications arising form distribution of amounts initially recorded in Account 102. In showing the clearance of Account 102, include in column (e) the amounts with respect to accumulated provision for depreciation, acquisition adjustment , etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications. 7. For Account 399, state the nature and use of plant included in this account and if substantial in amount submit a supplementary sheet showin subaccount classification of such plant conforming to the requirements of these pages. 8. For each amount comprising the reported balance and changes in Account 102, state the property purchased or sold, name of vendor or purchaser, and date the transaction. If proposed journal entries have been filed with the Commission as required by the Uniform System of Accounts, give also date of such filing. Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. 1 12,201 (301) 2 (302) 3 4,550,384 (303) 4 3,562,585 5 6 7 (5,754) 9,919,695 (310) 8 (5,331,398) 3,360,549 249,680,593 (311) 9 (2,425,545) 749,635,974 (312) 10 (313) 11 (348,485) 233,119,352 (314) 12 (82,765) 52,935,632 (315) 13 (95,956) 33,351,051 (316) 14 (8,289,903) 3,360,549 1,328,642,297 15 16 (320) 17 (321) 18 (322) 19 (323) 20 (324) 21 (325) 22 NONE 23 24 (330) 25 (331) 26 (332) 27 (333) 28 (334) 29 (335) 30 (336) 31 NONE 32 33 (340) 34 (341) 35 (342) 36 (343) 37 (344) 38 (345) 39 Page 205 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) (CONTINUED) Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 40 (346) Misc. Power Plant Equipment 41 TOTAL Other Production Plant (Enter Total of lines 34 thru 40) 42 TOTAL Production Plant (Enter 1,326,900,614 6,671,037 Total of lines 15, 23, 32, and 41) 43 3. TRANSMISSION PLANT 44 (350) Land and Land Rights 21,626,296 283,379 45 (352) Structures and Improvements 4,868,725 168,820 46 (353) Station Equipment 127,838,290 1,916,293 47 (354) Towers and Fixtures 29,701,383 48 (355) Poles and Fixtures 61,342,708 3,251,957 49 (356) Overhead Conductors and Devices 99,805,724 702,263 50 (357) Underground Conduit 51 (358) Underground Conductors and Devices 52 (359) Roads and Trails 53 TOTAL Transmission Plant 345,183,126 6,322,712 (Enter Total of lines 44 thru 52) 54 4. DISTRIBUTION PLANT 55 (360) Land and Land Rights 2,964,253 333,519 56 (361) Structures and Improvements 2,487,884 78,990 57 (362) Station Equipment 71,948,109 11,354,707 58 (363) Storage Battery Equipment 59 (364) Poles, Towers, and Fixtures 118,200,287 17,297,994 60 (365) Overhead Conductors and Devices 114,551,755 14,288,676 61 (366) Underground Conduit 9,334,106 2,450,113 62 (367) Underground Conductors and Devices 44,054,431 4,782,837 63 (368) Line Transformers 141,063,914 12,909,218 64 (369) Services 18,292,976 2,811,086 65 (370) Meters 39,845,739 3,647,898 66 (371) Installations on Customers Premises 15,598,013 2,418,268 67 (372) Leased Property on Customer Premises 68 (373) Street Lighting and Signal System 17,247,687 1,251,219 69 TOTAL Distribution Plant 595,589,154 73,624,525 (Enter Total of lines 55 thru 68) 70 5. GENERAL PLANT 71 (389) Land and Land Rights 3,963,469 205,106 72 (390) Structures and Improvements 34,996,235 4,754,132 73 (391) Office Furniture and Equipment 17,703,802 5,196,993 74 (392) Transportation Equipment 21,061,006 7,246,828 75 (393) Stores Equipment 436,649 12,573 76 (394) Tools, Shop and Garage Equipment 4,129,357 526,010 77 (395) Laboratory Equipment 2,998,896 1,188,655 78 (396) Power Operated Equipment 906,155 1,154,139 79 (397) Communication Equipment 6,161,217 2,578,100 80 (398) Miscellaneous Equipment 680,467 183,720 81 SUBTOTAL (Enter Total of 93,037,253 23,046,256 lines 71 thru 80) 82 (399) Other Tangible Property 53,531,108 442,466 83 TOTAL General Plant 146,568,361 23,488,722 (Enter Total of lines 81 and 82) 84 TOTAL (Accounts 101 2,417,727,111 111,183,725 and 106) 85 (102) Electric Plant Purchased 86 (Less) (102) Electric Plant Sold 87 (103) Experimental Plant Unclassified 88 TOTAL Electric Plant in Service 2,417,727,111 111,183,725 Service Page 206 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106)(Continued) Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. (346) 40 41 (8,289,903) 3,360,549 1,328,642,297 42 43 21,909,675 (350) 44 (5,928) 5,031,617 (352) 45 (284,095) (86,661) 129,383,827 (353) 46 29,701,383 (354) 47 (614,796) 63,979,869 (355) 48 (388,717) 100,169,270 (356) 49 (357) 50 (358) 51 (359) 52 (1,243,536) (86,661) 350,175,641 53 54 3,297,772 (360) 55 (300) 2,566,574 (361) 56 (620,665) 160,626 82,842,777 (362) 57 (363) 58 (1,192,265) 66,564 134,372,580 (364) 59 (909,955) (5,449) 127,925,027 (365) 60 (14,821) 11,769,398 (366) 61 (375,165) 48,462,103 (367) 62 (1,001,112) (66,215) 152,905,805 (368) 63 (89,336) (68,865) 20,945,861 (369) 64 (819,874) 42,673,763 (370) 65 (800,434) 17,215,847 (371.1) 66 (372) 67 (270,329) 18,228,577 (373) 68 (6,094,256) 86,661 663,206,084 69 70 4,168,575 (389) 71 (84,978) 39,665,389 (390) 72 (971,588) 21,929,207 (391) 73 (1,753,634) 26,554,200 (392) 74 (307) 448,915 (393) 75 (85,589) 4,569,778 (394) 76 (44,646) 4,142,905 (395) 77 (62,668) 1,997,626 (396) 78 (26,387) 8,712,930 (397) 79 (13,503) 850,684 (398) 80 (3,043,300) 113,040,209 81 (228,218) 53,745,356 (399) 82 (3,271,518) 166,785,565 83 (18,899,213) 3,360,549 2,513,372,171 84 (102) 85 86 (103) 87 (18,899,213) 3,360,549 2,513,372,172 88 Page 207 Next Page is 207-1 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (CONTINUED) * Account 399, Other Tangible Property - (1) Cost of maintenance facility not covered by lease agreement with City Island Coal Company. 2,185,107 (2) Leases and other land related acquistion costs in connection with the Company's lignite exploration and development program. 51,560,249 53,745,356 Page Next Page is 213 207-1 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT LEASED TO OTHERS (Account 104) 1. Report below the information called for concerning electric plant leased to others. 2. In column (c) give the date of Commission authorization of the lease of electric plant to others. Name of Lessee Expiration Line (Designate associated Description of Commission Date of Balance No. with an asterisk Property Leased Authorization Lease End of Year 1 Gulf States Pipeline Gas Pipeline 8-11-82 5-31-03 0 2 Corporation (SEC ORDER 70- 3 6750) 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 NOTE: Effective June 30, 1993, Southwestern Electric Power Company (SWEPCO) 40 sold the Paxton Pipeline, the Elm Grove Pipeline, and the Elm Grove Gathering 41 System to TRANSOK, Inc. Both SWEPCO and TRANSOK are wholly-owned subsidiaries 42 of Central & Southwest Corporation. The sales price was $961,694. 43 44 45 46 47 TOTAL 0 Page 213 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT HELD FOR FUTURE USE (Account 105) 1. Report separately held for future use at end of the year having an original cost of $250,000 or more. Group other items of property held for future use. 2. For property having an original cost of $250,000 or more previously used in utility operations, now held for future use, give in column (a), in addition to other required information, the date that utility use of such property was discontinued, and the date the original cost was transferred to Account 105. Date Originally Date Expected Balance at Line Description and Location Included in to be Used in End of No. of Property This Account Utility Service Year (a) (b) (c) (d) 1 Land and Rights: 2 Proposed Operation Center - 1976 Undetermined 80,704 3 Bossier City, Louisiana 4 5 Walker County Power Plant - 6 Walker County, Texas 1986 2004 13,101,055 8 9 Coleto Creek Power Plant - 10 Coleto Creek, Texas 1986 Undetermined 7,840,741 11 12 13 14 15 16 17 18 19 20 21 22 Other Property: 23 Walker County Lignite - Walker 1986 2004 12,242,171 24 County, Texas 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 TOTAL 33,264,671 Page 214 Next Page is 216 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) 1. Report below descriptions and balances at end of year of projects in process of construction (107). 2. Show items relating to "research, development, and demonstration" project last, under a caption Research, Development, and Demonstration (see Account 107 of the Uniform System of Accounts). 3. Minor projects (5% of the Balance End of the Year for Account 107 or $100,000, whichever is less) may be grouped. Construction Work Line in Progress-Electric No. Description of Project (Account 107) (a) (b) 1 ECENT NRGRS 69KV RLCT HY 1,330,140 2 GILMER PERDUE 69KV RBLD 765,480 3 NHUNT WBNVLL 69/161 REBLD 2,617,624 4 CSW WORK MANAGEMENT 609,724 5 CSW COMPATIBLE UNITS 728,205 6 CSW EMPLOYEE INFORMATION 353,394 7 CSW PLANT PERFORMANCE WSPP 911,361 8 CSW MAT MGMT BUSINESS ANALYSIS 438,538 9 CSW BUDGET MODEL 177,013 10 SOUTH HQ COMPLEX 5,148,726 11 SPRINGDALE 33MVA LTC TFR 534,591 12 LONGWOOD 345KV BREAKERS 1,250,622 13 PATTERSON 145KV GCB 111,839 14 SW S'PORT 345KV BREAKER 286,133 15 BLANCHARD TRAN & REG 167,912 16 NORTH TEXAS EASTMAN 1,990,916 17 34.5 CT GNWD EXCLSR SUB 404,099 18 PD BEARING FACILITY 334,742 19 N BOSTON HOOKS 69KV RLBD 752,644 20 S S'PORT - SW S'PORT 138 REBLD 1,932,530 21 KEATCHIE W ELECTRIC RECOND 1,686,934 22 PURCHASE PET TRANSFORMERS 170,648 23 LR REP STR LINE 155 409,443 24 N MINEOLA G SALINE 138KV 3,449,875 25 NEW ENVIRO LAB OFFICE AHPP 686,499 26 OVERTON 138KV TERMINAL 503,666 27 E CENTERTON 69KV TAP 113,776 28 A&B PRECIP ROOF WSPP 755,603 29 HVDC EAST TIE COMMON 3,281,915 30 PUR FURN/EQUIP AHPP 143,608 31 FGD LTO TRAY FRAMING DH552 142,588 32 EMS REPLACEMENT SWEPCO SCC 1,177,440 33 EMS REPLACEMENT DALLAS CSW 585,499 34 RE CATO SPGS RD 1033 FAY 256,794 35 SO RECONDUCTOR MCLEOD FEEDER 289,785 36 FG LAB ADDITON 122,003 37 US COURT HOUSE 233,037 38 OH GENERAL AND ADM 369,055 39 OH GENERAL 822,954 40 OF GEN PROD 283,707 41 42 SUB-TOTAL 36,331,062 Page 216 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) (CONTINUED) 1. Report below descriptions and balances at end of year of projects in process of construction (107). 2. Show items relating to "research, development, and demonstration" projects last, under a caption Research, Development, and Demonstration (see Account 107 of the Uniform System of Accounts). 3. Minor projects (5% of the Balance End of the Year for Account 107 or $100,000, whichever is less) may be grouped. Construction Work Line in Progress-Electric No. Description of Project (Account 107) (a) (b) 1 BALANCE FORWARDED 36,331,062 2 3 OH GEN TRANS & DISTB 2,473,910 4 OH PRODUCTION 301,805 5 OH TRANS & DISTB 8,528,083 6 CSW 9376 ORG IMPACT-WORK 2000 280,651 7 CSW 9377 BSD OF WORK 2000 745,964 8 CSW 9516 HRMS PH III BAA-BSD 682,454 9 CSW 9384 MOD BSD INFOR ENG 1,085,714 10 RENOVATE SYS CONTROL CTR 515,311 11 BANN 69KV TRANSFER BUS 144,938 12 DIANA 345KV BREAKER 319,390 13 TXK ARK RECOND HWY 82E 199,188 14 HAR & PAN CO TX CKT 7890 140,639 15 REPL SEC AH BASKETS DH2100 271,687 16 PUR FDG TRAP OUT TRAYS PPP 126,899 17 TEXARK DIV OFFICE HVAC 93 243,942 18 REC MALTA CKT V OF NEW BOSTON 215,583 19 SMITH CO 397 CKT KLG WELLS 452,199 20 DAS UNIT #1 WSPP 583,908 21 N MINEOLA 12KV DIST 259,330 22 DIV ST 12KV RECON C56595 131,290 23 GRG CO TX RECON CKT 5120 140,428 24 RED POINT 138KV BRKRS 162,000 25 REPL BO POLES LONGVIEW 183,879 26 GRG UPS UPGRADE CKT 8200 529,929 27 S W SHREVEPORT 345KV BRKR 299,913 28 RUSK CO RECOND FRIARS 5780 452,008 29 REW 138KV LINE 249 261,595 30 REW 138KV LINE 245 146,751 31 REW 69KV LINE 218 161,596 32 N MINEOLA 138KV 867,775 33 BECKVILLE 69KV BRKR 111,824 34 CENTER BRKR & LTC'S 154,064 35 MENA LO RENOVATION 130,935 36 FAY DIV OFF RENOVATION 405,852 37 N LAKESHORE RECONDUCTOR 159,136 38 MAR SRV CODY RESOURCES 191,842 39 REPLACE RECLOSERS 144,888 40 69KV SUPERIOR TO VIVIAN 161,961 41 DIXIE BLANCHARD RECON 107,801 42 43 SUB-TOTAL 58,808,124 Page 216-1 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) (CONTINUED) 1. Report below descriptions and balances at end of year of projects in process of construction (107). 2. Show items relating to "research, development, and demonstration" project last, under a caption Research, Development, and Demonstration (see Account 107 of the Uniform System of Accounts). 3. Minor projects (5% of the Balance End of Year for Account 107 or $100,000, whichever is less) may be grouped. Construction Work Line in Progress-Electric No. Description of Project (Account 107) (a) (b) 1 BALANCE FORWARDED 58,808,124 2 3 PILGRIM'S PRIDE 15KV CKT 188,286 4 PLIER RD 138KV BRKR 119,969 5 NO REC CAVE SPGS-ELM SPGS 208,799 6 PRIARE GROVE 69KV BRKRS 308,254 7 TENAHA CAPACITOR 207,025 8 ST MICHAEL HOSPITAL C15174 107,985 9 IMPROV D'FLD CASON 12KV 116,002 10 WATERWORKS 15KV BRKRS 145,926 11 REL 12.5KV 6TH ST C80135 135,410 12 DEQUEEN EXPANSION 1,131,614 13 E CENTERTON 161 KV 221,297 14 69KV LINE FOREMAN-DEQUEEN 525,551 15 E. ROGERS 161KV BRKRS 204,784 16 MARSHALL AUTOTRANSFORMER 782,141 17 NW HENDERSON AUTOFR & GCB 746,959 18 EMERGENCY CKT 97 TV TOWERS 217,789 19 SE LONGVIEW RELOCATION 538,506 20 WALLACE LAKE 345KV TRANSF 688,222 21 WELSH 345KV BREAKERS 573,017 22 W CARTHAGE SUBSTATION 224,072 23 93 UED CABLE REPL PROJECT 299,705 24 REPL POLES ABBOTT-WALDRON 185,448 25 RES 80/133MVA AUTOTRANS 538,004 26 PUR TRK CONST V1981 112,689 27 PUR TRK CONST DEPT V1992 104,826 28 NEW HOPE REBUILD 340,075 29 PUR TOOLS METER DEPT 155,794 30 WALKER CO 345KV A C 836,003 31 PUR TRK LGV CONST V1994 100,002 32 PUR TRK GILMER CONST V1993 100,002 33 RES 67-12KV TRANS 100,895 34 PUR TRK GILMER CONST V1991 104,826 35 TAYLOR STREET TEXARKANA PL 697,166 36 OVERTON NW HENDERSON RBLD 145,596 37 PUR TOOL CONST DEPT 172,544 38 PUR TRK MT PL CONST V1984 103,530 39 138KV FLOURNOY GM SW SPORT 191,484 40 WALLACE LAKE SUB CKT 311 150,243 41 PUR TRK CONST DEPT V2001 104,382 42 43 TOTAL 70,742,946 Page 216-2 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) (CONTINUED) 1. Report below descriptions and balances at end of year of projects in process of construction (107). 2. Show items relating to "research, development, and demonstration" project last, under a caption Research, Development, and Demonstration (see Account 107 of the Uniform System of Accounts). 3. Minor projects (5% of the Balance End of Year for Account 107 or $100,000, whichever is less) may be grouped. Construction Work Line in Progress-Electric No. Description of Project (Account 107) (a) (b) 1 BALANCE FORWARDED 70,742,946 2 3 PUR TRK CONST DEPT V1999 104,382 4 PUR TRK VIVIAN CONST V1998 101,681 5 LAKEWOOD UNIT 3 C13098 243,815 6 SWAN LAKE RD CONVERSION 151,340 7 PUR TRK CONST DEPT V1996 101,681 8 MST COMPLETE REMODELING 3,311,372 9 N HEND ENENSD 69KV C208859 125,633 10 LETOURNEAU 69 12KV SUB 494,248 11 RETAINING WALL-RED RIVER 333,956 12 ST MICHAEL HOSPITAL C187276 404,753 13 SERVE R&R MFG FOREMAN 116,174 14 PUR TOOLS SC SUBS/TFR 194,859 15 PUR CEMS FCPP 230,821 16 RAPPERS & CONTROLS #3 WSPP 160,875 17 PUR RAPPER CONTROLS FCPP 100,133 18 GAS IGNITORS PPP 102,383 19 93/94 IGNITORS PPP 153,574 20 HYDRAULIC CRANE #3 WSPP 149,450 21 MENA STORM 11-15-93 128,109 22 MT PLEASANT STORM 11-25-93 108,447 23 PUR SMOKELESS IGNITOR WSPP 201,093 24 PUR PRECIP 2A ROOF WSPP 388,144 25 PUR CEMS UNIT #1 WSPP 195,684 26 PUR CEMS AHPP 198,132 27 PUR CEMS UNIT #3 &4 LPP 107,597 28 CEMS UNIT #2 & #3 122,267 29 FGD OUTLET DUCT PPP 206,991 30 NO GREENWOOD LO RENOVATION 133,677 31 SL STG AREA & POND PPP 743,725 32 PUR PC SOFTWARE 158,468 33 WD PUR PC EQUIPMENT 251,719 34 SO PUR PC EQUIPMENT 171,773 35 CD PUR PC EQUIPMENT 176,867 36 WD LONGVIEW GARAGE ADD 369,336 37 GO PUR TRUNKED RADIO SYSTEM 7,027,745 38 GO SO DIGITAL PBX PHONE SYS 103,605 39 CSW 9644 PROPERTY ACCT SYSTEM 212,774 40 WD PUR PROP MARSHALL OPER 104,230 41 PUR FURN LINE AVE OFFICE 517,050 42 43 TOTAL 88,951,509 Page 216-3 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) (CONTINUED) 1. Report below descriptions and balances at end of year of projects in process of construction (107). 2. Show items relating to "research, development, and demonstration" project last, under a caption Research, Development, and Demonstration (see Account 107 of the Uniform System of Accounts). 3. Minor projects (5% of the Balance End of Year for Account 107 or $100,000, whichever is less) may be grouped. Construction Work Line in Progress-Electric No. Description of Project (Account 107) (a) (b) 1 BALANCE FORWARDED 88,951,509 2 3 CSW 9647 WORK 2000 GST/MDC 108,347 4 CSW 9546 WORK 2000 C & T 838,459 5 CSW 9545 WORK 2000 CHG MGMT 107,181 6 GO W2000 PILOT IMPL MT PL 230,706 7 DAM REMEDIATION I FCPP 396,865 8 CAT D10N DOZER PPP 645,177 9 SO TEMPORARY S.C. HAUGHTON 170,070 10 PUR TOOLS CONST/MAINT DEPT 309,992 11 FUELS EDMS SYSTEM AHPP 642,341 12 PUR TOOLS CONST., SC, METER 114,221 13 WALKER HVDC LINE 8,725,681 14 CENTER BRKR & LTC'S 574,136 15 NW HENDERSON AUTOTFR & GCB 107,386 16 PERMITS FOR WELSH-MONT 345KV 742,844 17 WELSH-MONT. HVDC 544,309 18 BLANCHARD TRAN & REG 200,679 19 INVESTMENT JOB ORDERS 7,429,455 20 MINOR MATERIAL - UNDISTRIBUTED 783,707 21 MISCELLANEOUS PROJECTS UNDER $100,000 14,634,609 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 TOTAL 126,257,669 Page 216-4 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION OVERHEADS-ELECTRIC 1. List in column (a) the kinds of overheads according to the titles used by the respondent. Charges for outside professional service for engineering fees and management or supervision fees capitalized should be shown as separate items. 2. On page 218 furnish information concerning construction overheads. 3. A respondent should not report "none" to this page if no overhead apportion- ments are made, but rather should explain on page 212 the accounting procedures employed and the amounts of engineering, supervision, and administrative costs, etc., which are directly charged to construction. 4. Enter on this page engineering, supervision, administrative, and allowance for funds used during construction, etc., which are first assigned to a blanket work order and then prorated to construction jobs. Total Amount Line Description of Overhead Charged No. for the Year (a) (b) 1 Construction Overheads - 2 3 Administrative and General 3,952,985 4 5 Production 373,322 6 7 Transmission and Distribution 9,565,174 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 TOTAL 13,891,481 Page 217 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE 1. For each construction overhead explain; (a) the nature and extent of work, etc., the overhead charges are intended to cover, (b) the general procedure for determining the amount capitalized, (c) the method of distribution to construction jobs, (d) whether different rates are applied to different types of construction, (e) basis of differentiation in rates for different types of construction, and (f) whether the overhead is directly or indirectly assigned. 2. Show below the computation of allowance for funds used during construction rates, in accordance with the provisions of Electric Plant Instructions 3 (17) of the U.S. of A. 3. Where a net-of-tax rate for borrowed funds is used, show the appropriate tax effect adjustment to the computations below in a manner that clearly indicates the amount of reduction in the gross rate for tax effects. 1. (a) Planning, supervising, inspecting and approving new construction. Preparation of correspondence, purchasing and accounting records pertainging to construction. (b) Determination of estimated time spent on or incident to construction by executive, engineering and other supervisory personnel, accounting employees, etc., and other costs and expenses of a general nature applicable to construction, but which could not be charged directly. (c) Distributed to construction jobs by means of a supervision percentage determined by the ratio of the overheads to the construction work in progress accounts. (d) Different rates are applied to different types of construction. (e) Based on study of components of construction oberheads by functions. (f) The overhead is directly assigned. COMPUTATION OF ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION RATES For Line 1(5), column (d) below, enter the rate granted in the last rate proceeding. If such is not available, use the average rate earned during the proceeding three years. 1. Components of Formula (Derived from actual book balances and actual costs rates): Line Capitalization Cost Rate No. Title Amount Ratio (Percent) Percentage (a) (b) (c) (d) (1) Average Short-Term Debt S 40,213,986 (2) Short-Term Interest s 3.24 (3) Long-Term Debt D 619,478,438 46.93 d 8.78 (4) Preferred Stock P 53,600,000 4.06 p 6.27 (5) Common Equity C 646,877,073 49.01 c 14.77 (6) Total Capitalization 1,319,955,511 100% (7) Average Construction Work in Progress Balance Plus Nuclear Fuel W 92,471,621 2. Gross Rate for Borrowed Funds S D S s (--)+ d (----) (1 - --) W D+P+C W 3.74% 3. Rate for Other Funds S P C [1 - ___] [ p (---)+c (-----)] 4.23% W D+P+C D+P+C 4. Weighted Average Rate Actually Used for the Year: 8.5654% (9.57* in Louisiana; 8.02% in other jurisdictions) a. Rate for Borrowed Funds- 3.75% (2.48%* in Louisiana) *Net of tax rate b. Rate for Other Funds- 4.27% (7.09%* in Louisiana) ordered by Louisiana Public Service Commission. Page 218 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108) 1. Explain in a footnote any important adjustments during year. 2. Explain in a footnote any difference between the amount for book cost of plant retired, line 11, column (c), and that reported for electric plant in service, pages 204-207, column (d) excluding retirements of non-depreciable property. 3. The provisions of Account 108 in the Uniform System of Accounts require that retirements of depreciable plant be recorded when such plant is removed from service. If the respondent has a significant amount of plant retired at year end which has not been recorded and/or classified to the various reserve functional classifications, make preliminary closing entries to tentatively functionalize the book costs of the plant retired. In addition, include all costs included in retirement work in progress at year end in the appropriate functional classifications. 4. Show separately interest credits under a sinking fund or similar method of depreciation accounting. Section A. Balances and Changes During Year Line Item Total Electric Plant in Electric Plant Held Electric Plant No. (c+d+e) Service for Future Use Leased to Others (a) (b) (c) (d) (e) 1 Balance Beginning of Year 875,887,881 873,130,658 2,757,223 2 Depreciation Provisions for Year, Charged to 3 (403) Depreciation Expense 75,601,796 75,601,796 4 (413) Exp. of Elec. 67,656 67,656 Plt. Leas. to Others 5 Transportation Expenses-Clearing 2,723,866 2,723,866 6 Other Clearing Accounts 0 0 7 Other Accounts (Specify):* 16,516,513 16,516,513 8 9 TOTAL Deprec. Prov. for Year (Enter Total of lines 3 thru 8) 94,909,831 94,842,175 67,656 10 Net Charges for Plant Retired: 11 Book Cost of Plant Retired 18,893,460 15,532,911 3,360,549 12 Cost of Removal 6,783,425 6,783,425 13 Salvage (Credit) 2,670,575 2,134,905 535,670 14 TOTAL Net Chrgs. for Plant Ret. (Enter Total of lines 11 thru 13) 23,006,310 20,181,431 2,824,879 15 Other Credit Items (Describe): (Describe): 0 0 0 0 0 0 16 Other Debits & Transfers 0 0 17 Balance End of Year (Enter Total of lines 1, 9, 14, 15, and 16) 947,791,402 947,791,402 0 Section B. Balances at End of Year According to Functional Classifications 18 Steam Production 550,615,237 550,615,237 0 19 Nuclear Production 0 0 20 Hydraulic Production-Conventional 0 0 21 Hydraulic Production-Pumped Storage 0 0 22 Other Production 0 0 23 Transmission 116,541,212 116,541,212 24 Distribution 234,374,336 234,374,336 25 General 46,260,617 46,260,617 26 TOTAL (Enter Total of lines 18 thru 25) 947,791,402 947,791,402 0 * Depreciation, amortization and depletion of leased rail cars, fuel exploration, railroad facilities computer software, and property acquired.
Page 219 Next Page is 221 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 INVESTMENT IN SUBSIDIARY COMPANIES (Account 123.1) 1. Report below investments in Account 123.1, investments in Subsidiary Companies. 2. Provide a subheading for each company and list thereunder the information called for below. Sub-total by company and give a total in column (e), (f), (g) and (h). (a) Investment in Securities - List and describe each security owned. For bonds give also principal amount, date of issue, maturity and interest rate. (b) Investment Advances - Report separately the amounts of loans or investment advances which are subject to repayment, but which are not subject to current settlement. With respect to each advance show whether the advance is a note or open account. List each note giving date of Issuance, maturity date, and specifying whether note is a renewal. 3. Report separately the equity in undistributed subsidiary earnings since acquisition. The total in column (e) should equal the amount entered for Account 418.1. Amount of Line Description of Investment Date Date of Investment at No. Acquired Maturity Beginning of Year (a) (b) (c) (d) 1 Southwest Arkansas Utility Corp. 2 100 shares, $100 par value 3 common stock 3-24-28 None 10,000 4 5 10,000 6 7 The Arklahoma Corporation 8 160 shares, $100 par value 9 common stock 12-9-47 None 16,000 10 32% of equity in undistributed 11 earnings 201,754 12 13 217,754 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 TOTAL Cost of Account 123.1: $26,000 TOTAL 227,754 Page 224 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 INVESTMENTS IN SUBSIDIARY COMPANIES (Account 123.1) (Continued) 4. For any securities, notes or accounts that were pledged, designate such securities, notes, or accounts in a footnote, and state the name of pledgee and purpose of the pledge. 5. If Commission approval was required for any advance made of security acquired, designate such fact in a footnote and give name of Commission, date of authorization, and case or docket number. 6. Report column (f) interest and dividend revenues form investments, including such revenues form securities disposed of during the year. 7. In column (h) report for each investment disposed of during the year, the gain or loss represented by the difference between cost of the investment (or the other amount at which carried in the books of account if different from cost) and the selling price thereof, not including interest adjustment includiable in column (f). 8. Report on Line 42, column (a) the total cost of Account 123.1. Equity in Amount of Gain or loss Subsidiary Revenues Investment at from Investment Line Earnings for Year for Year End of Year Disposed of No. (e) (f) (g) (h) 1 2 - - 10,000 - 3 4 - - 10,000 - 5 6 7 8 - - 16,000 - 9 10 778 - 202,532 - 11 12 778 - 218,532 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 778 None 228,532 None 42 Page 225 SOUTHWESTERN ELECTRIC POWER COMPANY AN ORIGINAL DECEMBER 31, 1993 Balance Department or Line Account Beginning of Balance Departments No. Year End of Year Which Use Material (a) (b) (c) (d) 1 Fuel Stock (Account 151)* 70,324,726 49,055,605 Electric 2 Fuel Stock Expenses 263,021 431,703 Electric Undistributed (Account 152) 3 Residuals and Extracted Products (Account 153) 4 Plant Materials and Operating Supplies (Account 154) 5 Assigned to-Construction(Estimated) 3,007,837 3,445,328 Electric 6 Assigned to-Operations and Maintenance 7 Production Plant 19,312,501 18,754,255 Electric 8 Transmission Plant 187,969 231,355 Electric 9 Distribution Plant 95,508 105,154 Electric 10 Assigned to-Other 94,110 104,913 Electric 11 TOTAL Account 154 22,697,925 22,641,005 (Enter Total of lines 5 thru 10) 12 Merchandise (Account 155) 13 Other Materials and Supplies (Account 156) 14 Nuclear Materials Held for Sale (Account157)(Not applicable to Gas Utilities) 15 Stores Expense Undistributed 1,612,917 2,576,907 Electric (Account 163) 16 17 18 19 20 TOTAL Materials and Supplies 94,898,589 74,705,220 Electric (per Balance Sheet) * Includes Federal Coal Royalty Page 227 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION Total Line Item (All Electric) Electric No. (a) (b) (c) 1 UTILITY PLANT 2 In Service 3 Plant in Service (Classified) 950,082,146 950,082,146 4 Property Under Capital Leases 5 Plant Purchased or Sold 6 Completed Construction not Classified 10,305,574 10,305,574 7 Experimental Plant Unclassified 8 TOTAL (Enter Total of lines 3 thru 7) 960,387,720 960,387,720 9 Leased to Others 10 Held for Future Use 14,696,014 14,696,014 11 CWIP 14,384,912 14,384,912 12 Acquisition Adjustments 1,845,432 1,845,432 13 TOTAL Utility Plant (Enter 991,314,078 991,314,078 Total of lines 8 thru 12) 14 Accum. Prov. for Depr., Amort., & Depl. 337,887,534 337,887,534 15 Net Utility Plant (Enter total 653,426,544 653,426,544 of line 13 less 14) 16 DETAIL OF ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION 17 In Service: 18 Depreciation 336,764,341 336,764,341 19 Amort. and Depl. of Producing Nat. Gas Land and Land Rights 20 Amort. of Underground Storage Land and Land Rights 21 Amort. of Other Utility Plant 192,829 192,829 22 TOTAL in Service 336,957,170 336,957,170 (Enter Total of lines 18 thru 21) 23 Leased to Others 24 Depreciation 25 Amortization and Depletion 26 TOTAL Leased to Others (Enter Total of lines 24 and 25) 27 Held for Future Use 28 Depreciation 29 Amortization 30 TOTAL Held for Future Use (Ent. Tot. of lines 28 and 29) 31 Abandonment of Leases (Natural Gas) 32 Amort. of Plant Acquisition Adjustment 930,364 930,364 TOTAL Accumulated Provisions (Should agree with line 14 above)(Enter 33 Total of lines 22,26,30,31 and 32) 337,887,534 337,887,534 Page 200 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION (Continued) Gas Other Other Other Common Line (Specify) (Specify) (Specify) (d) (e) (f) (g) (h) No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 Page 201 Next Page is 204 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) 1. Report below the original cost of electric plant service according to the prescribed accounts. 2. In addition to Account 101, Electric Plant in Service (Classified), this page and the next include Account 102, Electric Plant Purchased or Sold; Account 103, Experimental Gas Plant Unclassified; and Account 106, Completed Construction Not Classified-Electric. 3. Include in column (c) or (d), as appropriate, corrections of additions and retirements for the current or preceding year. 4. Enclose in parentheses credit adjustments of plant accounts to indicate the negative effect of such accounts. 5. Classify Account 106 according to prescribed accounts, on an estimated basis if necessary, and include the entries in column (c). Also to be included in column (c) are entries for reversals of tentative distributions of prior year reported in column (b). Likewise, if the respondent has a significant amount of plant retirements which have not been classified to primary accounts at the end of the year, include in column (d) a tentative distribution of such retirements, on an estimated basis, with appropriate contra entry to the account for accumulated depreciation provision. Include also in column (d) reversals of tentative distributions of prior year of unclassified retirements. Attach supplemental statement showing the account distributions of these tentative classifications in columns (c) and (d) including the reversals of the prior Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 1 1. INTANGIBLE PLANT 2 (301) Organization 21,968 3 (302) Franchises and Consents 4 (303) Miscellaneous Intangible Plant 675,279 716,676 5 TOTAL Intangible Plant 697,247 716,676 (Enter Total of lines 2, 3, and 4) 6 2. PRODUCTION PLANT 7 A. Steam Production Plant 8 (310) Land and Land Rights 7,141,569 9 (311) Structures and Improvements 50,830,903 167,312 10 (312) Boiler Plant Equipment 199,114,232 742,295 11 (313) Engines and Engine-Driven Generators 12 (314) Turbogenerator Units 106,912,693 693,478 13 (315) Accessory Electric Equipment 28,761,666 56,672 14 (316) Misc. Power Plant Equipment 8,899,885 178,108 15 TOTAL Steam Production Plant 401,660,948 1,837,865 (Enter Total of lines 8 thru 14) 16 B. Nuclear Production Plant 17 (320) Land and Land Rights 18 (321) Structures and Improvements 19 (322) Reactor Plant Equipment 20 (323) Turbogenerator Units 21 (324) Accessory Electric Equipment 22 (325) Misc. Power Plant Equipment 23 TOTAL Nuclear Production Plant (Enter Total of lines 17 thru 22) 24 C. Hydraulic Production Plant 25 (330) Land and Land Rights 26 (331) Structures and Improvements 27 (332) Reservoirs, Dams, and Waterways 28 (333) Water Wheels, Turbines, and Generators 29 (334) Accessory Electric Equipment 30 (335) Misc. Power Plant Equipment 31 (336) Roads, Railroads, and Bridges 32 TOTAL Hydraulic Production Plant (Enter Total of lines 25 thru 31) 33 D. Other Production Plant 34 (340) Land and Land Rights 7,433 35 (341) Structures and Improvements 331,320 36 (342) Fuel Holders, Products and Accessories 43,221 37 (343) Prime Movers 6,214,909 692,899 38 (344) Generators 39 (345) Accessory Electric Equipment 629,849 Page 204 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued) years tentative account distributions of these amounts. Careful observance of the above instructions and the texts of Account 101 and 106 will avoid serious ommissions of the reported amount of the respondent's plant actually in service at end of year. 6. Show in column (f) recalssifications or transfers within utility plant accounts. Include also in column (f) the additions or reductions of primary account classifications arising form distribution of amounts initially recorded in Account 102. In showing the clearance of Account 102, include in column (e) the amounts with respect to accumulated provision for depreciation, acquisition adjustment , etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications. 7. For Account 399, state the nature and use of plant included in this account and if substantial in amount submit a supplementary sheet showin subaccount classification of such plant conforming to the requirements of these pages. 8. For each amount comprising the reported balance and changes in Account 102, state the property purchased or sold, name of vendor or purchaser, and date the transaction. If proposed journal entries have been filed with the Commission as required by the Uniform System of Accounts, five also date of such filing. Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. 1 21,968 (301) 2 (302) 3 1,391,955 (303) 4 1,413,923 5 6 7 (5,600) 7,135,959 (310) 8 60,190 50,938,025 (311) 9 343,693 199,512,834 (312) 10 (313) 11 370,799 107,235,372 (314) 12 7,761 28,810,577 (315) 13 42,074 9,035,919 (316) 14 824,517 (5,600) 402,668,696 15 16 (320) 17 (321) 18 (322) 19 (323) 20 (324) 21 (325) 22 23 24 (330) 25 (331) 26 (332) 27 (333) 28 (334) 29 (335) 30 (336) 31 32 33 7,433 (340) 34 143 331,177 (341) 35 867 42,354 (342) 36 2,365 6,905,443 (343) 37 (344) 38 629,849 (345) 39 Page 205 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, 106) (CONTINUED) Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 40 (346) Misc. Power Plant Equipment 59,292 41 TOTAL Other Production Plant 7,286,024 692,899 (Enter Total of lines 34 thru 40) 42 TOTAL Production Plant (Enter 408,946,972 2,530,764 Total of lines 15, 23, 32, and 41) 43 3. TRANSMISSION PLANT 44 (350) Land and Land Rights 6,830,314 (10,057) 45 (352) Structures and Improvements 729,330 46 (353) Station Equipment 65,074,939 923,445 47 (354) Towers and Fixtures 526,121 48 (355) Poles and Fixtures 68,116,990 2,398,494 49 (356) Overhead Conductors and Devices 46,281,170 374,760 50 (357) Underground Conduit 51 (358) Underground Conductors and Devices 52 (359) Roads and Trails 53 TOTAL Transmission Plant 187,558,864 3,686,642 (Enter Total of lines 44 thru 52) 54 4. DISTRIBUTION PLANT 55 (360) Land and Land Rights 665,071 28,727 56 (361) Structures and Improvements 31,248 57 (362) Station Equipment 36,490,133 2,084,728 58 (363) Storage Battery Equipment 59 (364) Poles, Towers, and Fixtures 70,078,943 5,259,525 60 (365) Overhead Conductors and Devices 39,441,009 2,369,064 61 (366) Underground Conduit 4,675,812 484,986 62 (367) Underground Conductors and Devices 7,613,114 879,603 63 (368) Line Transformers 57,354,648 3,165,352 64 (369) Services 18,311,980 1,401,458 65 (370) Meters 22,633,822 1,012,465 66 (371) Installations on Customers 9,187,287 1,229,231 67 (372) Leased Property on Customer Premises 86,896 68 (373) Street Lighting and Signal System 9,085,230 364,684 69 TOTAL Distribution Plant 275,655,193 18,279,823 (Enter Total of lines 55 thru 68) 70 5. GENERAL PLANT 71 (389) Land and Land Rights 2,484,795 72 (390) Structures and Improvements 20,857,307 433,042 73 (391) Office Furniture and Equipment 8,922,911 1,956,789 74 (392) Transportation Equipment 15,868,857 1,306,798 75 (393) Stores Equipment 390,907 6,174 76 (394) Tools, Shop and Garage Equipment 2,414,385 165,217 77 (395) Laboratory Equipment 984,638 149,057 78 (396) Power Operated Equipment 79 (397) Communication Equipment 9,191,866 2,993,161 80 (398) Miscellaneous Equipment 234,621 81 SUBTOTAL (Enter Total of 61,350,287 7,010,238 lines 71 thru 80) 82 (399) Other Tangible Property 83 TOTAL General Plant 61,350,287 7,010,238 (Enter Total of lines 81 and 82) 84 TOTAL (Accounts 101 934,208,563 32,224,143 and 106) 85 (102) Electric Plant Purchased 86 (Less) (102) Electric Plant Sold 87 (103) Experimental Plant Unclassified 88 TOTAL Electric Plant in Service 934,208,563 32,224,143 Service Page 206 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106)(Continued) Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. 59,292 (346) 40 3,375 7,975,548 41 827,892 (5,600) 410,644,244 42 43 1,484 6,818,773 (350) 44 729,330 (352) 45 723,738 (3,098) 65,271,548 (353) 46 526,121 (354) 47 184,589 70,330,895 (355) 48 32,760 46,623,170 (356) 49 (357) 50 (358) 51 (359) 52 942,571 (3,098) 190,299,837 53 54 693,798 (360) 55 31,248 (361) 56 466,928 27,200 38,135,133 (362) 57 (363) 58 514,621 5,600 74,829,447 (364) 59 227,187 41,582,886 (365) 60 7,384 5,153,414 (366) 61 18,816 8,473,901 (367) 62 302,673 (299) 60,217,028 (368) 63 176,515 19,536,923 (369) 64 325,672 (28,023) 23,292,592 (370) 65 238,629 10,177,889 (371) 66 86,896 (372) 67 151,927 9,297,987 (373) 68 2,430,352 4,478 291,509,142 69 70 2,484,795 (389) 71 145,477 21,144,872 (390) 72 4,507 10,884,207 (391) 73 1,578,371 15,597,284 (392) 74 397,081 (393) 75 2,579,602 (394) 76 1,133,695 (395) 77 (396) 78 120,323 (287) 12,064,417 (397) 79 234,621 (398) 80 1,844,171 4,220 66,520,574 81 (399) 82 1,844,171 4,220 66,520,574 83 6,044,986 960,387,720 84 (102) 85 86 (103) 87 6,044,986 960,387,720 88 Page 207 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT LEASED TO OTHERS (Account 104) 1. Report below the information called for concerning electric plant leased to others. 2. In column (c) give the date of Commission authorization of the lease of electric plant to others. Name of Lessee Expiration Line (Designate associated companies Description of Commission Date of Balance at No. with an asterisk Property Leased Authorization Lease End of Year (a) (b) (c) (d) (e) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 TOTAL 3,360,549 Page 213
WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 ELECTRIC PLANT HELD FOR FUTURE USE (Account 105) 1. Report separately held for future use at end of the year having an original cost of $250,000 or more. Group other items of property held for future use. 2. For property having an original cost of $250,000 or more previously used in utility operations, now held for future use, give in column (a), in addition to other required information, the date that utility use of such property was discontinued, and the date the original cost was transferred to Account 105. Date Originally Date Expected Balance at Line Description and Location Included in to be Used in End of No. of Property This Account Utility Service Year (a) (b) (c) (d) 1 Land and Rights: 2 Coal and lignite exploration 3 costs for joint project managed by 4 Central and South West Services, Inc. 5 6 Karnack/Woodlawn, Harrison and Past 7 Marion Counties, Texas 1980 2007 3,851 8 9 10 Walker County, Walker and Grimes Past 11 Counties, Texas 1980 2003 3,961,024 12 13 14 15 16 17 18 19 20 Other Property: 21 22 (1) SWEPCO Lignite #1 (Walker Co #1) 23 Walker County, Texas 1986 2003 1,002,027 24 25 (1) Coleto Creek Power Station Unit #2 26 Goliad County, Texas 1986 2007 9,729,112 27 28 29 30 31 32 33 34 35 (1) Joint construction projects with other CSW 36 System companies for which construction 37 activities have been delayed. 38 39 40 41 42 43 44 45 46 47 TOTAL 14,696,014 Page 214 Next Page is 216 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) 1. Report below descriptions and balances at end of year of projects in process of construction (107). 2. Show items relating to "research, development, and demonstration" project last, under a caption Research, Development, and Demonstration (see Account 107 of the Uniform System of Accounts). 3. Minor projects (5% of the Balance End of the Year for Account 107 or $100,000, whichever is less) may be grouped. Construction Work Line in Progress-Electric No. Description of Project (Account 107) (a) (b) 1 Install of Continuous Emmissions Monitoring Sys. Oklaunion 118,121 2 Replacement of 4 stages of turbine steam seals Unit 5 Oklaunion 101,654 3 Install two 69kv circuit breakers, motor operator 4 switch house and associated equipment 107,588 5 Install of 5-69kv &1 14.4kv circuit breakers 3 69kv bus pt's 6 and associated equipment 175,771 7 Install 18 water lances & relocate superheater sootblower 288,443 8 (BIP) Materials Management 188,619 9 (BIP) Work Management 1,042,737 10 (BIP) Compatible Units 244,570 11 (BIP) Human Resources Business Area Analysis 721,361 12 (BIP) Power Plant Maintenance 146,700 13 (BIP) Power Plant Performance Monitoring 258,704 14 5 new Energy Management System Computers 153,789 15 (BIP) Modify System Design 810,778 16 Install 2 345kv Structures on Trans. Line Mulberry to Red Creek 118,439 17 Mainframe work stations/Telecommunications and network equip. 129,359 18 Install two pulverizers tables Oklaunion 107,655 19 Replacement of Opoerations Vehicles in 1993 624,313 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 Various work orders under $100,000 9,046,311 41 42 TOTAL 14,384,912 Page 216 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 CONSTRUCTION OVERHEADS-ELECTRIC 1. List in column (a) the kinds of overheads according to the titles used by the respondent. Charges for outside professional service for engineering fees and management or supervision fees capitalized should be shown as separate items. 2. On page 218 furnish information concerning construction overheads. 3. A respondent should not report "none" to this page if no overhead apportion- ments are made, but rather should explain on page 212 the accounting procedures employed and the amounts of engineering, supervision, and administrative costs, etc., which are directly charged to construction. 4. Enter on this page engineering, supervision, administrative, and allowance for funds used during construction, etc., which are first assigned to a blanket work order and then prorated to construction jobs. Total Amount Line Description of Overhead Charged No. for the Year (a) (b) 1 Engineering supervision 2,545,717 2 Construction reimbursment absences overhead 822,650 3 General engineering and administrative construction overheads 324,874 4 Miscellaneous construction expenditures 157,669 5 Retirement overheads 419,847 6 Maintenance work in progress overheads 57,394 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 TOTAL 4,328,151 Page 217 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE 1. For each construction overhead explain; (a) the nature and extent of work, etc., the overhead charges are intended to cover, (b) the general procedure for determining the amount capitalized, (c) the method of distribution to construction jobs, (d) whether different rates are applied to different types of construction, (e) basis of differentiation in rates for different types of construction, and (f) whether the overhead is directly or indirectly assigned. 2. Show below the computation of allowance for funds used during construction rates, in accordance with the provisions of Electric Plant Instructions 3 (17) of the U.S. of A. 3. Where a net-of-tax rate for borrowed funds is used, show the appropriate tax effect adjustment to the computations below in a manner that clearly indicates the amount of reduction in the gross rate for tax effects. See Page 218-A,B COMPUTATION OF ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION RATES For Line 1(5), column (d) below, enter the rate granted in the last rate proceeding. If such is not available, use the average rate earned during the proceeding three years. 1. Components of Formula (Derived form actual book balances and actual cost rates): Line Capitalization Cost Rate No. Title Amount Ratio (Percent) Percentage (a) (b) (c) (d) (1) Average Short-Term Debt S 14,250,000 (2) Short-Term Interest s 3.50 (3) Long-Term Debt D 209,961,728 42.19 d 10.59 (4) Preferred Stock P 20,700,000 4.16 p 7.37 (5) Common Equity C 267,002,534 53.65 c 12.00 (6) Total Capitalization 497,664,262 100.00 (7) Average Construction Work in Progress Balance Plus Nuclear Fuel W 15,697,198 2. Gross Rate for Borrowed Funds S D S s (--)+ d (----) (1 - --) W D+P+C W 3.59% 3. Rate for Other Funds S P C [1 - ___] [ p (---)+c (-----)] 0.62% W D+P+C D+P+C 4. Weighted Average Rate Actually Used for the Year: a. Rate for Borrowed Funds- 3.20 - 4.64 See Page 218-B, Note 3 b. Rate for Other Funds- 0.00 - 6.83 Page 218 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE Page 218 (1) Construction Overheads: Engineering Supervision - CWIP (a) Planning preliminary surveys, field inspection and other supervisory work on construction planned or undertaken through investment work orders, (b) the general procedure for determining the amount capitalized is from monthly time reports, (c) the overheads are cleared to work orders on a monthly basis based on ratio of the overhead account to the Construction Work in Progress account, (d) all the same, except for large projects where charges are made direct and in this event, no general engineering supervision is allocated to the project, (e) not applicable, (f) engineering and supervision includes only that portion not directly charged to specific jobs. Administrative and General - CWIP Salaries - (a) Administrative and general salaries including benefits of employees in planning preliminary surveys, administrative work, etc., in connection with construction planned or undertaken through investment work orders, (b) same as above, (c) same as above, (d) all the same, (e) not applicable Employee Benefits - (a) Employee benefits applicable to salaries charged to A&G overhead, (b) a percentage of benefits for current month is capitalized based on ratio of payroll charged to Construction work in Progress to total payroll for the month, (c) same as above, (d) all the same, (e) not applicable, (f) administrative and general includes only that portion not directly charged to specific jobs. Construction Reimbursement Absenses Overhead - CWIP (a) Time away from work which is paid by the company. These include: injury, illness, extended illness, jury duty, holiday, personal, vacation, (b) the amount capitalized is a ratio of construction labor to total labor times the compensated absence amount, (c) overheads are distributed on a ratio of the overhead account to the prior months labor charges, (d) all are the same, (e) not applicable, (f) related to construction projects. Miscellaneous Construction Expenditure - CWIP (a) The cost of small tools and miscellaneous supplies which are used exclusively for construction, (b) actual expenses for tools and supplies used for construction, (c) same as above, (d) all the same except for large projects where tools are charged directly to the project, (e) not applicable, (f) includes only those tools not directly charged to a specific job. Retirement Work in Progress Overheads - RWIP (a) Planning preliminary surveys, field inspection and other supervisory work on retirements planned or undertaken through retirement work orders, (b) the general procedure for determining the amount charged is from monthly time reports, (c) the overheads are cleared to work orders based on ratio of the overhead account to the labor charged to the Retirement Work in Progress accounts, (d) not applicable where charges are made direct and in this event no retirement overheads are allocated to the project, (e) not applicable, (f) includes only that portion not directly charged to specific jobs. 218-A WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 Maintenance Work in Progress Overheads - MWIP (a) Planning preliminary surveys, field inspection and other supervisory work on maintenance planned or undertaken through maintenance work orders, (b) the general procedure for determining the amount charged is from monthly time reports, (c) the overheads are cleared to work orders on a monthly basis based on a ratio of the overhead account to the labor charged to the Maintenance Work in Progress account, (d) not applicable, (e) not applicable, (f) includes only that portion not directly charged to specific jobs. (2) Allowance for Funds used During Construction - (a) The allowance base includes all projects, except for all segmented project construction, costing $5,000 or more that are under construction 30 days or more, (b) the allowance is computed by the Company by applying a rate to the average balances in these construction accounts. The annual rate used in computing the allowance for funds so capitalized ranged from 3.20% to 11.21% during the period, (c) the computation period is from the time the first $500 is spent until the project is placed in or ready for service, (d) the allowance rate is based upon the net composite interest charges on borrowed funds and a return on other capital used to finance construction. (3) Rate for Allowance for Funds used During Construction - Based upon a letter dated Nov. 27, 1985 from Mr. Russell E. Faudree, Jr., Chief Accountant of the Federal Energy Regulatory Commission, the Company calculated AFUDC rates monthly using the cost levels and balances for the long-term debt and the equity capital components at the end of the prior month and the short- term debt cost levels and balances and construction work in progress balance for the current month. 218-B WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108) 1. Explain in a footnote any important adjustments during year. 2. Explain in a footnote any difference between the amount for book cost of plant retired, line 11, column (c), and that reported for electric plant in service, pages 204-207, column (d) excluding retirements of non-depreciable property. 3. The provisions of Account 108 in the Uniform System of Accounts require that retirements of depreciable plant be recorded when such plant is removed from service. If the respondent has a significant amount of plant retired at year end which has not been recorded and/or classified to the various reserve functional classifications, make preliminary closing entries to tentatively functionalize the book costs of the plant retired. In addition, include all costs included in retirement work in progress at year end in the appropriate functional classifications. 4. Show separately interest credits under a sinking fund or similar method of depreciation accounting. Section A. Balances and Changes During Year Line Item Total Electric Plant in Electric Plant Held Electric Plant No. (c+d+e) Service for Future Use Leased to Others (a) (b) (c) (d) (e) 1 Balance Beginning of Year 312,760,131 312,760,131 2 Depreciation Provisions for Year, Charged to 3 (403) Depreciation Expense 29,205,265 29,205,265 4 (413) Exp. of Elec. Plt. Leas. to Others 5 Transportation Expenses-Clearing 1,358,810 1,358,810 6 Other Clearing Accounts 7 Other Accounts (Specify): 8 9 TOTAL Deprec. Prov. for Year (Enter Total of lines 3 thru 8) 30,872,427 30,872,427 10 Net Charges for Plant Retired: 11 Book Cost of Plant Retired 6,044,986 6,044,986 12 Cost of Removal 1,939,954 1,939,954 13 Salvage (Credit) 1,116,723 1,116,723 14 TOTAL Net Chrgs. for Plant Ret. (Enter Total of lines 11 thru 13) 6,868,217 6,868,217 15 Other Credit Items (Describe): (Describe): 16 Other Debits & Transfers 17 Balance End of Year (Enter Total of lines 1, 9, 14, 15, and 16) 336,764,341 336,764,341 Section B. Balances at End of Year According to Functional Classifications 18 Steam Production 141,385,629 141,385,629 19 Nuclear Production 20 Hydraulic Production-Conventional 21 Hydraulic Production-Pumped Storage 22 Other Production 6,784,393 6,784,393 23 Transmission 68,538,232 65,538,232 24 Distribution 88,836,819 88,836,819 25 General 31,219,268 31,219,268 26 TOTAL (Enter Total of lines 18 thru 25) 336,764,341 336,764,341
Page 219 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 INVESTMENT IN SUBSIDIARY COMPANIES (Account 123.1) 1. Report below investments in Account 123.1, investments in Subsidiary Companies. 2. Provide a subheading for each company and list thereunder the information called for below. Sub-total by company and give a total in column (e), (f), (g) and (h). (a) Investment in Securities - List and describe each security owned. For bonds give also principal amount, date of issue, maturity and interest rate. (b) Investment Advances - Report separately the amounts of loans or investment advances which are subject to repayment, but which are not subject to current settlement. With respect to each advance show whether the advance is a note or open account. List each note giving date of Issuance, maturity date, and specifying whether note is a renewal. 3. Report separately the equity in undistributed subsidiary earnings since acquisition. The total in column (e) should equal the amount entered for Account 418.1. Amount of Line Description of Investment Date Date of Investment at No. Acquired Maturity Beginning of Year (a) (b) (c) (d) 1 None 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 TOTAL Cost of Account 123.1: TOTAL Page 224 WEST TEXAS UTILITIES COMPANY AN ORIGINAL DECEMBER 31, 1993 1. For Account 154, report the amount of plant materials and operating supplies under the primary functional classifications as indicated in column (a); estimates of amounts by function are acceptable. In column (d), designate the department or departments which use the class of material. 2. Give an explanation of important inventory adjustments during the year (on a supplemental page) showing general classes of material and supplies and the various accounts (operating expenses, clearing accounts, plant, etc.) affected - debited or credited. Show separately debit or credits to stores expense- clearing, if applicable. Balance Department or Line Account Beginning of Balance Departments No. Year End of Year Which Use Material (a) (b) (c) (d) 1 Fuel Stock (Account 151) 14,574,424 14,567,354 ELECTRIC 2 Fuel Stock Expenses 80,477 93,407 ELECTRIC Undistributed (Account 152) 3 Residuals and Extracted Products (Account 153) 4 Plant Materials and Operating Supplies (Account 154) 5 Assigned to-Construction(Estimated) 6 Assigned to-Operations and Maintenance 7 Production Plant 6,788,749 7,196,352 ELECTRIC 8 Transmission Plant 641,624 550,274 ELECTRIC 9 Distribution Plant 1,637,572 1,854,661 ELECTRIC 10 Assigned to-Other 1,964,345 2,457,086 ELECTRIC 11 TOTAL Account 154 11,032,290 12,058,373 (Enter Total of lines 5 thru 10) 12 Merchandise (Account 155) 1,653,365 1,657,357 MERCHANDISE 13 Other Materials and Supplies (Account 156) 14 Nuclear Materials Held for Sale (Account157)(Not applicable to Gas Utilities) 15 Stores Expense Undistributed 392,057 735,645 MDSE & ELEC (Account 163) 16 17 18 19 20 TOTAL Materials and Supplies 27,732,613 29,112,136 (per Balance Sheet) Page 227 EX-8 9 EXHIBIT O-1 1 TRANSOK, INC. COST OF SERVICE STUDY 1993: 12 MONTHS ACTUAL COST SUMMARY
LINE TOTAL TOTAL GENERAL SYS PSO OTHER GENERAL SYS OTHER NO. DESCRIPTION AMOUNT TRANSP TRANSMISSION TRANSMISSION TRANSMISSION GATHERING GATHERING 1 TOK OPER & MAINT $22,672,944 $20,078,649 $8,138,173 $0 $1,520,394 $9,164,758 $22,799 2 TAC OPER & MAINT $97,860,785 $18,852,536 $0 $0 $5,267,834 $0 $13,584,702 3 TOTAL OPER & MAINT $120,533,729 $38,931,185 $8,138,173 $0 $6,788,288 $9,164,758 $13,607,501 4 TOK DEPRECIATION $9,821,258 $9,278,308 $3,131,828 $161,173 $2,534,521 $2,658,159 $562,669 5 TAC DEPRECIATION $12,761,598 $9,256,684 $11,008 $0 $1,493,644 $12,431 $7,737,983 6 TOTAL DEPRECIATION $22,582,856 $18,534,992 $3,142,836 $161,173 $4,028,166 $2,670,591 $8,300,651 7 TOK OTHER TAXES $3,408,566 $3,394,267 $2,468,227 $24,090 $816,262 $42,942 $37,171 8 TAC OTHER TAXES $2,902,711 $2,655,151 $0 $0 $1,499,567 $0 $1,192,755 9 TOTAL OTHER TAXES $6,311,277 $6,049,418 $2,468,227 $24,090 $2,315,829 $42,942 $1,192,755 10 TOK RETURN $14,071,428 $13,455,359 $3,372,141 $406,098 $6,950,356 $1,796,701 $592,793 11 TAC RETURN $22,984,092 $21,553,600 $7,975 $0 $4,799,988 $9,006 $16,735,460 12 TOTAL RETURN $37,055,520 $35,008,960 $3,380,116 $406,098 $11,750,344 $1,805,707 $17,328,253 13 TOK INCOME TAXES $8,333,037 $7,968,204 $1,996,967 $240,489 $4,115,970 $1,063,998 $351,049 14 TAC INCOME TAXES $5,567,331 $5,220,829 $1,932 $0 $1,162,679 $2,181 $4,053,753 15 TOTAL INCOME TAXES $13,900,368 $13,189,033 $1,998,898 $240,489 $5,278,649 $1,066,180 $4,404,803 16 TOK TOTAL COSTS $58,307,233 $54,174,787 $19,107,335 $831,850 $15,937,503 $14,726,559 $1,566,481 17 TAC TOTAL COSTS $142,076,517 $57,538,801 $20,915 $0 $14,223,713 $23,619 $43,267,482 18 TOTAL COSTS $200,383,750 $111,713,587 $19,128,250 $831,850 $30,161,216 $14,750,178 $44,833,963
2 TRANSOK, INC. COST OF SERVICE STUDY 1993: 12 MONTHS ACTUAL COST SUMMARY
LINE PSO TOTAL NO. DESCRIPTION STORAGE PROCESSING SALES AGENCY TRANSP PSO 1 TOK OPER & MAINT $1,232,525 $0 $0 $2,594,295 $13,716,237 $16,310,532 2 TAC OPER & MAINT $0 $78,084,494 $923,755 $0 $0 $0 3 TOTAL OPER & MAINT $1,232,525 $78,084,494 $923,755 $2,594,295 $13,716,237 $16,310,532 4 TOK DEPRECIATION $229,958 $408,434 $48,308 $86,208 $4,615,932 $4,702,140 5 TAC DEPRECIATION 1,617 $3,498,510 $2,300 $4,104 $18,542 $22,646 6 TOTAL DEPRECIATION $231,575 $3,906,944 $50,608 $90,312 $4,634,474 $4,724,786 7 TOK OTHER TAXES $5,575 $0 $0 $14,299 $1,886,481 $1,900,780 8 TAC OTHER TAXES $0 $243,148 $4,412 $0 $0 $0 9 TOTAL OTHER TAXES $5,575 $243,148 $4,412 $14,299 $1,886,481 $1,900,780 10 TOK RETURN $337,271 $203,731 $20,548 $391,789 $4,480,621 $4,872,410 11 TAC RETURN $1,172 $1,468,387 ($40,869) $2,973 $13,433 $16,406 12 TOTAL RETURN $338,442 $1,672,118 ($20,320) $394,762 $4,494,054 $4,888,816 13 TOK INCOME TAXES $199,730 $120,648 $12,1690 $232,016 $2,653,404 $2,885,420 14 TAC INCOME TAXES $284 $355,681 ($9,899 $720 $3,254 $3,974 15 TOTAL INCOME TAXES $200,014 $476,329 $2,269 $232,736 $2,656,658 $2,889,394 16 TOK TOTAL COSTS $2,005,059 $732,813 $81,025 $3,318,607 $27,352,675 $30,671,282 17 TAC TOTAL COSTS $3,072 $83,650,220 $879,699 $7,797 $35,229 $43,026 18 TOTAL COSTS $2,008,131 $84,383,034 $960,724 $3,326,405 $27,387,903 $30,714,308
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