-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EENUVe5C8J2BboE9GHBRlU98GuLCx3AtPsG/edQA+btK18yVtVUaxkPo00As4jHO F/6j1S7rChUeTVcDrL3DGw== 0000018540-98-000109.txt : 19980824 0000018540-98-000109.hdr.sgml : 19980824 ACCESSION NUMBER: 0000018540-98-000109 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19980821 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL & SOUTH WEST CORP CENTRAL INDEX KEY: 0000018540 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 510007707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: SEC FILE NUMBER: 070-09073 FILM NUMBER: 98695314 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147541000 U-1/A 1 AMENDMENT 3 File No. 70-9073 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM U-1 APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ------------------------------ CENTRAL POWER AND LIGHT COMPANY 539 North Carancahua Street Corpus Christi, Texas 78401-2802 PUBLIC SERVICE COMPANY OF OKLAHOMA 212 East Sixth Street Tulsa, Oklahoma 74119-1212 SOUTHWESTERN ELECTRIC POWER COMPANY 428 Travis Street Shreveport, Louisiana 71156-0001 WEST TEXAS UTILITIES COMPANY 301 Cypress Street Abilene, Texas 79601-5820 CENTRAL AND SOUTH WEST SERVICES, INC. Williams Tower 2 2 West 2nd Street Tulsa, Oklahoma 74103 (Names of companies filing this statement and addresses of principal executive offices) --------------------------- CENTRAL AND SOUTH WEST CORPORATION (Name of top registered holding company parent) ----------------------------- Wendy G. Hargus, Treasurer Central and South West Corporation 1616 Woodall Rodgers Freeway Dallas, Texas 75202 Joris M. Hogan, Esq. Milbank, Tweed, Hadley & McCloy 1 Chase Manhattan Plaza New York, New York 10005-1413 (Names and addresses of agents for service) Central Power and Light Company, Public Service Company of Oklahoma, Southwestern Electric Power Company and West Texas Utilities Company (the "Operating Companies"), wholly owned public utility subsidiaries of Central and South West Corporation ("CSW"), a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), and Central and South West Services, Inc. (the "Service Company"), a wholly owned subsidiary of CSW that is authorized to provide services to associate companies pursuant to Section 13(b) of the Act and rules of the Securities and Exchange Commission (the "Commission") promulgated thereunder, hereby submit for filing this Amendment No. 3 to the Application-Declaration on Form U-1 in File No. 70-9073 to amend and restate the Application-Declaration in its entirety. Item 1. Description of Proposed Transactions. The Operating Companies, directly or through the Service Company, propose to market to their customers a mortgage incentive program provided by PHH Mortgage Services Corporation ("PHH Mortgage") and called the Better Choices Home Mortgage Program (as the same may be renamed from time to time, the "Better Choices Program"). The Better Choices Program is designed to promote efficiency in the use of energy and environmental conservation. Under the Better Choices Program, home buyers will be offered the opportunity to obtain mortgages with enhanced benefits on homes that qualify either for a Good Cents Home Certification or a Good Cents Environmental Home Certification. The Good Cents Home Certification requires that the home to be purchased meet certain energy efficiency standards (such as those relating to the quality of the insulation installed, the energy efficiency of the heating, ventilating and air conditioning equipment and other appliances installed and the presence of energy management systems). The Good Cents Environmental Home Certification requires that the home to be purchased meet not only energy efficiency requirements substantially similar to those required under the Good Cents Home Certification but also have at least a minimum number of environmental conservation features from a list of features (such as low-flow shower heads, recycling bins, composting facilities and use of non-polluting materials). Even though the programs share many of the same characteristics, the Good Cents Home Certification and the Good Cents Environmental Home Certification are independent certifications and are not mutually exclusive, i.e., a home, if it satisfied all of the requirements, could receive either certification or both. The Good Cents Home Certification is a branded home certification program developed by The Southern Company and licensed to more than 290 utilities in 25 states. It was developed in 1976 to encourage builders to construct energy-efficient homes. As part of their Good Cents license, the Operating Companies developed energy efficiency standards for new home construction to improve the energy efficiency of homes in their respective service territories as part of their respective DSM programs. The Good Cents Environmental Home Certification standards have been certified by the Edison Electric Institute as having met the standards of its E-Seal Program, an industry-wide program to promote energy efficiency and environmental conservation. The E-Seal program, launched in 1994, is a national certification system for electric utility home construction programs, establishing criteria for both energy and resource efficient home construction. An electric utility home construction program that is certified by E-Seal exceeds both the Council of American Building Officials' Model Energy Code and the National Appliance Energy Conservation Act standards by 10-30 percent. The E-Seal program is supported by several leading national organizations including the U.S. Environmental Protection Agency, the U.S. Department of Energy, Habitat for Humanity, Alliance to save Energy, Renew America and the National Wildlife Federation. The Operating Companies will certify to PHH Mortgage that the homes meet the standards for either a Good Cents Home Certification or a Good Cents Environmental Home Certification and will list the features of the homes that qualify them for such certification. Based on such certification, PHH Mortgage will offer to customers of the Operating Companies various benefits that may permit such customers to qualify for mortgages that are 15% to 20% larger than conventional mortgages. The increased sizes of the mortgages are made possible by a combination of features, such as granting mortgages for 100% of the cost of qualifying energy efficiency and environmental conservation features and calculating income available to service mortgages on the basis of reduced utility bills. In addition, PHH Mortgage will offer to Operating Company customers other inducements that will vary over time, such as reduced points, closing costs and interest rates. The services offered by PHH Mortgage are integrated with the relocation services offered by PHH Real Estate Services Corporation ("PHH Real Estate" and, together with PHH Mortgage, the "PHH Entities"), which maintains a network of residential realtors capable of assisting Operating Company customers in selling their existing homes, buying new homes and, together with PHH Mortgage, qualifying for new mortgages under the Better Choices Program. In addition to receiving the benefits of the relocation services, Operating Company customers would, where lawful, be paid portions of the referral fees received by PHH Real Estate from the realtors upon closing. The Operating Companies would not render any services to customers in respect of the relocation services of PHH Real Estate and would not certify the homes of relocating customers as qualifying for preferential mortgages if the customers move out of the service territories of the Operating Companies. Nonetheless, the Operating Companies believe that these ancillary services contribute to the primary objectives of the Better Choices Program for the Operating Companies: (i) the promotion of energy efficiency and environmental conservation on the part of customers; and (ii) the promotion of general customer good will in an era of anticipated competition in retail electric service by making available financial services products that offer significant benefits to customers. In the future the Operating Companies might market similar services if offered by other providers ("Other Providers"). However, the Operating Companies will not market services offered by Other Providers without receiving prior approval from the Commission therefor. The Operating Companies (directly or through the Service Company) would market the Better Choices Program through direct mail programs, articles, promotional literature, advertisements, customer kits, and mail inserts. The mail inserts portion of the marketing activity would utilize the excess bill space in the billing envelopes sent by the Operating Companies to their utility customers such that the total envelope weight with the added piece would not result in any additional postage. The Operating Companies would be compensated for their marketing services by payment to them, where lawful, of a portion of the referral fee received by PHH Real Estate (or Other Providers) from the realtor upon closing. The Operating Companies would also be compensated for their marketing services by the payment to them, where lawful, of fees based on mortgages closed by PHH Mortgage. The Operating Companies propose to offer the Better Choices Program for the customer relations reasons stated above, rather than primarily to make profits, and estimate that such compensation might only cover their costs. Currently, it is estimated that the aggregate costs of the Better Choices Program in 1998 and 1999 would be $50,000 and $100,000, respectively, and that aggregate revenues in those years would be $40,000 and $100,000, respectively. The activities of the Operating Companies with respect to the mortgage services described herein will be limited to marketing such mortgage services and providing home certifications only. The Operating Companies will not provide financing for such mortgages, nor will they be engaged in real estate brokering, relocation services or other real estate related activities. The Operating Companies' are participating in these programs solely for the purposes of promoting and facilitating the use of energy efficiency and environmental conservation features available in homes within each Operating Company's service territory and developing customer loyalty in light of anticipated competition. The PHH Entities are not affiliates of CSW or the Operating Companies. The PHH Entities became subsidiaries of HFS Incorporated pursuant to a merger between HFS Incorporated and the PHH Entities' parent corporation. The PHH Entities are currently subsidiaries of Cendant Corporation, a company created in December 1997 through the merger of HFS Incorporated and CUC International Inc. The Operating Companies will, within 60 days of the end of each calendar quarter, provide to the Commission with respect to the transactions described herein (i) a balance sheet as of the relevant quarterly reporting date, (ii) income statements for the preceding twelve months, and (iii) information on the transactions described herein including (a) the name of each Operating Company providing services described herein and (b) the total number of certifications made during the relevant period and the total dollar amount of mortgages offered in connection therewith. Rule 54 promulgated under the Act states that in determining whether to approve the issue or sale of a security by a registered holding company for purposes other than the acquisition of an exempt wholesale generator ("EWG") or a foreign utility company ("FUCO"), or other transactions by such registered holding company or its subsidiaries other than with respect to EWGs or FUCOs, the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or a FUCO upon the registered holding company system if Rule 53(a), (b) and (c) are satisfied. As set forth below, all applicable conditions set forth in Rule 53(a) are, and, assuming the consummation of the transactions proposed herein, will be, satisfied and none of the conditions set forth in Rule 53(b) exist or will exist as a result of the transactions proposed herein. Rule 54 under the Act is satisfied because Rules 53(a), (b) and (c) are satisfied. As of April 30, 1998, CSW has invested approximately $909 million in EWGs and FUCOs or approximately 49.8% of CSW's average "consolidated retained earnings" of $1,825 million at the end of its four fiscal quarters ended March 31, 1998, thus satisfying Rule 53(a)(1). CSW maintains in conformity with United States generally accepted accounting principles and makes available the books and records required by Rule 53(a)(2). No more than 2% of the employees of CSW's operating subsidiaries will, at any one time, directly or indirectly, render services to an EWG or FUCO in which CSW directly or indirectly owns an interest, satisfying Rule 53(a)(3). And lastly, CSW will submit a copy of Item 9 and Exhibits G and H of CSW's Form U5S to each of the public service commissions having jurisdiction over the retail rates of CSW's operating utility subsidiaries, satisfying Rule 53(a)(4). None of the conditions described in Rule 53(b) exist with respect to CSW or any of its subsidiaries, thereby satisfying said Rule and making Rule 53(c) inapplicable. Item 2. Fees, Commissions and Expenses. The estimate of the approximate amount of fees and expenses payable in connection with the proposed transactions is as follows: Counsel fees 10,000 Milbank, Tweed, Hadley & McCloy Miscellaneous and incidental 500 expenses including travel, telephone and postage ------ TOTAL $10,500 Item 3. Applicable Statutory Provisions. Sections 9(a), 10 and 11(b) of the Act are or may be applicable to the proposed transactions. To the extent any other sections of the Act may be applicable to the proposed transactions, the Operating Companies and the Service Company hereby request appropriate orders thereunder. Section 9(a) of the Act makes unlawful the acquisition by a subsidiary of a registered holding company of "any . . . interest in any business" without the prior approval of the Commission under Section 10 of the Act. Under Section 10(c)(1), the Commission may not approve the acquisition of any interest in any business if the proposed acquisition is "detrimental to the carrying out of the provisions of Section 11" of the Act. Under Section 11(b)(1), the Commission must limit the operations of a public utility holding company and its subsidiaries to a single integrated public utility system, and to such other businesses as are reasonably incidental, or economically necessary or appropriate, to the operations of such integrated public utility system. The Commission may permit as reasonably incidental, or economically necessary or appropriate, to the operations of an integrated public utility system the retention of an interest in any business (other than the business of a public utility company as such) which the Commission shall find necessary or appropriate in the public interest or for the protection of investors or consumers and not detrimental to the proper functioning of such system. The Operating Companies believe that the marketing of the Better Choices Program will provide substantial enhancement of efficiency of energy use by residential customers and will promote customer good will, and therefore satisfies the requirements of Sections 9(a)(1) and 10 in that it is incidental, and economically necessary or appropriate to the Operating Companies core business of generating, transmitting and distributing electric energy. The Better Choices Program is also appropriate in the public interest, in that it will promote environmental conservation by residential customers, and is not detrimental to the proper functioning of the Operating Companies and the Service Company. The Better Choices Program satisfies the two-pronged "functional relationship" test established by the United States Court of Appeals for the District of Columbia Circuit in Michigan Consolidated Gas Co. v. SEC, 444 F.2d 913 (D.C. Cir. 1971), which traditionally has been used by the Commission in applying Section 11(b)(1) of the Act. Under the "functional relationship" test, an integrated public-utility system may retain an interest in another business if (i) the additional business is "reasonably incidental or economically necessary or appropriate" to the integrated system and (ii) the retention of the additional business is in the public interest. Michigan Consolidated at 916. The nature of the Better Choices Program and the objectives of the Operating Companies in desiring to offer it to customers make it closely related to the core business of the Operating Companies; therefore the marketing of these programs to customers easily passes the "functional relationship" test. Likewise, the Better Choices Program is fully consistent with Commission precedent permitting subsidiaries of registered public utility companies to promote energy management and efficiency in its customer base. New England Electric System, Holding Co. Act Release No. 22719 (Nov. 19, 1982). In that order, the Commission authorized New England Electric system to organize a wholly-owned subsidiary to "perform a variety of conservation and load management measures, including the installment of meters and controls on equipment, the modification or replacement of inefficient equipment, an the monitoring of energy consumption." The Better Choices Program would involve the facilitation by the Operating Companies of third-party financing for upgraded residential energy efficiency equipment and the certification by the Operating Companies of the energy efficiency qualifications of the residences. Therefore, the result of these activities would be similar to the objectives sought to be realized by New England Electric System in the order cited above, although the activities themselves would be somewhat different. Item 4. Regulatory Approval. No state regulatory authority and no federal regulatory authority, other than the Commission under the Act, have jurisdiction over the proposed transactions. Item 5. Procedure. It is requested that the Commission issue and publish not later than July 18, 1997 the requisite notice under Rule 23 with respect to the filing of this Application, such notice to specify a date not later than August 8, 1997 as the date after which an order granting and permitting this Application to become effective may be entered by the Commission and the Commission enter not later than August 9, 1997 an appropriate order granting and permitting this Application to become effective. No recommended decision by a hearing officer or other responsible officer of the Commission is necessary or required in this matter. The Division of Investment Management of the Commission may assist in the preparation of the Commission's decision in this matter. There should be no thirty-day waiting period between the issuance and the effective date of any order issued by the Commission in this matter, and it is respectfully requested that any such order be made effective immediately upon the entry thereof. Exhibits and Financial Statements. Exhibit 1 - Preliminary opinion of Milbank, Tweed, Hadley & McCloy, counsel to the Operating Companies and the Service Company. Exhibit 2 - Final or "Past Tense" opinion of Milbank, Tweed, Hadley & McCloy, counsel to the Operating Companies and the Service Company (to be filed with Certificate of Notification). Exhibit 3 - Financial Statements as of March 31, 1998. Exhibit 4 - Proposed notice of proceeding. Item 7. Environmental Effects. The proposed transactions do not involve major Federal action having a significant effect on the human environment. No Federal agency has prepared or is preparing an environmental impact statement with respect to the proposed program. S I G N A T U R E Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this document to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August20, 1998. CENTRAL POWER AND LIGHT COMPANY By /s/ Wendy G. Hargus Wendy G. Hargus Treasurer PUBLIC SERVICE COMPANY OF OKLAHOMA By /s/ Wendy G. Hargus Wendy G. Hargus Treasurer SOUTHWESTERN ELECTRIC POWER COMPANY By /s/ Wendy G. Hargus Wendy G. Hargus Treasurer WEST TEXAS UTILITIES COMPANY By /s/ Wendy G. Hargus Wendy G. Hargus Treasurer CENTRAL AND SOUTH WEST SERVICES, INC. By /s/ Wendy G. Hargus Wendy G. Hargus Treasurer Exhibit Index Exhibit Exhibit Transmission Number _______ Method ------ ------------- 1 Preliminary opinion of Milbank, Tweed, Hadley & McCloy, counsel to the Operating Companies and the Service Company. Previously filed 2 Final or "Past Tense" opinion of Milbank, Tweed, Hadley & McCloy, counsel to the Operating Companies and the Service Company (to be filed with the Certificate of Notification). --- 3 Financial Statements as of March 31, 1998. Electronic 4 Proposed notice of proceeding. Previously filed EX-99.3 2 EXHIBIT 3 INDEX EXHIBIT 3 TO FINANCIAL STATEMENTS CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES Consolidated Balance Sheets - Per Books and Pro Forma as of March 31, 1998 Consolidated Statement of Income for the Twelve Months Ended March 31, 1998 Consolidated Statement of Retained Earnings for the Twelve Months Ended March 31, 1998 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE) Balance Sheets - Per Books and Pro Forma as of March 31, 1998 Statement of Income for the Twelve Months Ended March 31, 1998 CENTRAL POWER AND LIGHT COMPANY Balance Sheets - Per Books and Pro Forma as of March 31, 1998 Statement of Income for the Twelve Months Ended March 31, 1998 Statement of Retained Earnings for the Twelve Months Ended March 31, 1998 PUBLIC SERVICE COMPANY OF OKLAHOMA Balance Sheets - Per Books and Pro Forma as of March 31, 1998 Statement of Income for the Twelve Months Ended March 31, 1998 Statement of Retained Earnings for the Twelve Months Ended March 31, 1998 SOUTHWESTERN ELECTRIC POWER COMPANY Balance Sheets - Per Books and Pro Forma as of March 31, 1998 Statement of Income for the Twelve Months Ended March 31, 1998 Statement of Retained Earnings for the Twelve Months Ended March 31, 1998 INDEX TO FINANCIAL STATEMENTS (CONTINUED) WEST TEXAS UTILITIES COMPANY Balance Sheets - Per Books and Pro Forma as of March 31, 1998 Statement of Income for the Twelve Months Ended March 31, 1998 Statement of Retained Earnings for the Twelve Months Ended March 31, 1998 CENTRAL AND SOUTH WEST SERVICES, INC. Balance Sheets - Per Books and Pro Forma as of March 31, 1998 Statement of Income for the Twelve Months Ended March 31, 1998 Statement of Retained Earnings for the Twelve Months Ended March 31, 1998 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS STATEMENT OF CHANGES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- ASSETS FIXED ASSETS Electric utility plant Production $5,831 $5,831 Transmission 1,570 1,570 Distribution 4,566 4,566 General 1,402 1,402 Construction work in progress 179 179 Nuclear fuel 197 197 Other Diversified 264 264 ------------------------------- 14,009 14,009 Less - Accumulated depreciation 5,399 5,399 ------------------------------- 8,610 8,610 ------------------------------- CURRENT ASSETS Cash and temporary cash investments 93 93 Accounts receivable 831 831 Materials and supplies, at average cost 167 167 Electric fuel inventory 70 70 Under-recovered fuel costs 32 32 Prepayments and other 75 75 ------------------------------- 1,268 1,268 ------------------------------- DEFERRED CHARGES AND OTHER ASSETS Deferred plant costs 502 502 Mirror CWIP asset - net 282 282 Other non-utility investments 338 338 Securities available for sale 98 98 Income tax related regulatory assets, net 323 323 Goodwill 1,451 1,451 Other 516 516 ------------------------------- 3,510 3,510 ------------------------------- $13,388 $0 $13,388 =============================== CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- CAPITALIZATION AND LIABILITIES CAPITALIZATION Common Stock Equity - Common stock, $3.50 par value, authorized 350,000,000 shares; issued and outstanding 212,300,000 shares $743 $743 Paid-in capital 1,040 1,040 Retained earnings 1,718 1,718 Accumulated other comprhensive income 35 35 ------------------------------- Total Common Stock Equity 3,536 3,536 ------------------------------- Preferred stock Not subject to mandatory redemption 176 176 Subject to mandatory redemption 26 26 Certain Subsidiary-obligated, mandatorily redeemable preferred securities of subsidiary trusts holding solely Junior Subordinated Debentures of such Subsidiaries 335 335 Long-term debt 3,883 3,883 ------------------------------- Total Capitalization 7,956 7,956 ------------------------------- CURRENT LIABILITIES Long-term debt/preferred stock due within twelve months 29 29 Short-term debt 911 911 Short-term debt - CSW Credit 556 556 Loan Notes 58 58 Accounts payable 474 474 Accrued taxes 177 177 Accrued interest 106 106 Other 173 173 ------------------------------- 2,484 2,484 ------------------------------- DEFERRED CREDITS Accumulated deferred income taxes 2,434 2,434 Investment tax credits 275 275 Other 239 239 ------------------------------- 2,948 2,948 ------------------------------- $13,388 $0 $13,388 =============================== CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF INCOME FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) OPERATING REVENUES $5,248 ---------- OPERATING EXPENSES AND TAXES U.S. Electric fuel 1,152 U.S. Electric purchased power 84 United Kingdom Cost of Sales 1,308 Other operating 925 Maintenance 152 Depreciation and amortization 502 Taxes, other than income 193 Income taxes 161 ---------- 4,477 ---------- OPERATING INCOME 771 ---------- OTHER INCOME AND DEDUCTIONS Other 40 Non-operating income taxes 1 ---------- 41 ---------- INCOME BEFORE INTEREST CHARGES 812 ---------- INTEREST AND OTHER CHARGES Interest on long-term debt 331 Distributions on trust preferred securities 24 Interest on short-term debt and other 94 Preferred stock dividends 10 Gain on reacquired preferred stock (10) ---------- 449 ---------- INCOME BEFORE EXTRAORDINARY ITEM 363 ---------- EXTRAORDINARY ITEM - UK Windfall Profits Tax (176) ---------- NET INCOME FOR COMMON STOCK $187 ========== CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF RETAINED EARNINGS FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) RETAINED EARNINGS AT MARCH 31, 1997 $1,896 Add: Net income for common stock 187 ---------- 2,083 ---------- Deduct: Common stock dividends 369 Retained earnings adjustment (4) ---------- RETAINED EARNINGS AT MARCH 31, 1998 $1,718 ========== CENTRAL AND SOUTH WEST CORPORATION BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- ASSETS FIXED ASSETS Electric utility plant General $1 $1 Less - Accumulated depreciation (1) (1) ------------------------------- NET PLANT 0 0 INVESTMENTS IN COMMON STOCK OF SUBSIDIARY COMPANIES (at equity) 3,862 3,862 ------------------------------- CURRENT ASSETS Cash and temporary cash investments 355 355 Accounts and interest receivable - Affiliated 257 257 Prepayments and other 7 7 ------------------------------- 619 619 ------------------------------- DEFERRED CHARGES AND OTHER ASSETS 22 22 ------------------------------- $4,503 $0 $4,503 =============================== CAPITALIZATION Common Stock Equity - Common stock, $3.50 par value; authorized 350,000,000 shares; issued and outstanding 212,300,000 shares $743 $743 Paid-in capital 1,040 1,040 Retained earnings 1,718 1,718 Unrealized holding gains and losses (4) (4) ------------------------------- Total Common Stock Equity 3,497 3,497 ------------------------------- Long-term debt 0 0 ------------------------------- Total Capitalization 3,497 3,497 ------------------------------- CURRENT LIABILITIES Short-term debt 911 911 Accounts payable and other 34 34 ------------------------------- 945 945 ------------------------------- DEFERRED CREDITS 61 61 ------------------------------- $4,503 $0 $4,503 =============================== CENTRAL AND SOUTH WEST CORPORATION STATEMENT OF INCOME FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) INCOME Equity in earnings of subsidiaries Central Power and Light Company $140 Public Service Company of Oklahoma 48 Southwestern Electric Power Company 96 West Texas Utilities Company 24 SEEBOARD U.S.A. (58) CSW Credit, Inc. 12 CSW Energy, Inc. 5 CSW Leasing, Inc. 1 CSW International, Inc. (7) CSW Communications, Inc. (12) Enershop Inc. (3) CSW Energy Services, Inc. (2) Other Income 20 ---------- 264 ---------- EXPENSES AND TAXES General and administrative expenses 44 Depreciation and amortization expense -- Interest expense 48 Taxes, other than income 2 Federal income taxes (17) ---------- 77 ---------- NET INCOME $187 ========== CENTRAL POWER AND LIGHT COMPANY BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- ASSETS FIXED ASSETS Electric utility plant Production $3,110 $3,110 Transmission 521 521 Distribution 1,039 1,039 General 299 299 Construction work in progress 83 83 Nuclear fuel 197 197 ------------------------------- 5,249 5,249 Less - Accumulated depreciation and amortization 1,944 1,944 ------------------------------- 3,305 3,305 ------------------------------- CURRENT ASSETS Cash 1 1 Accounts receivable 52 52 Materials and supplies, at average cost 63 63 Fuel inventory 19 19 Under-recovered fuel costs 1 1 Prepayments (2) (2) ------------------------------- 134 134 ------------------------------- DEFERRED CHARGES AND OTHER ASSETS Deferred STP costs 484 484 Mirror CWIP asset 282 282 Income tax related regulatory assets, net 383 383 Nuclear decommissioning trust 56 56 Other 96 96 ------------------------------- 1,301 1,301 ------------------------------- $4,740 $0 $4,740 =============================== CENTRAL POWER AND LIGHT COMPANY BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustment Forma ------------------------------- CAPITALIZATION AND LIABILITIES CAPITALIZATION Common stock, $25 par value; authorized 12,000,000 shares; issued and outstanding 6,755,535 shares $169 $169 Paid-in capital 405 405 Retained earnings 805 805 ------------------------------- Total common stock equity 1,379 1,379 Preferred stock Not subject to mandatory redemption 163 163 CPL-obligated, mandatorily redeemable preferred securities of subsidiary trusts holding solely Junior Subordinated Debentures of CPL 150 150 Long-term debt 1,304 1,304 ------------------------------- Total capitalization 2,996 2,996 ------------------------------- CURRENT LIABILITIES Advances from affiliates 193 193 Accounts payable 89 89 Accrued taxes 12 12 Accumulated deferred income taxes 17 17 Accrued interest 30 30 Refund due customers 5 5 Other 14 14 ------------------------------- 360 360 ------------------------------- DEFERRED CREDITS Accumulated deferred income taxes 1,229 1,229 Investment tax credits 141 141 Other 14 14 ------------------------------- 1,384 1,384 ------------------------------- $4,740 $0 $4,740 =============================== CENTRAL POWER AND LIGHT COMPANY STATEMENT OF INCOME FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) ELECTRIC OPERATING REVENUE $1,336 ---------- OPERATING EXPENSES AND TAXES Fuel 391 Purchased power 47 Other operating 227 Maintenance 58 Depreciation and amortization 175 Taxes, other than income 81 Income taxes 89 ---------- 1,068 ---------- OPERATING INCOME 268 ---------- OTHER INCOME AND DEDUCTIONS Allowance for equity funds used during construction 1 Other 6 Non-operating income taxes 4 ---------- 10 ---------- INCOME BEFORE INTEREST CHARGES 278 ---------- INTEREST AND OTHER CHARGES Interest on long-term debt 102 Distributions on trust preferred securities 11 Interest on short-term debt and other 22 Allowance for borrowed funds used during construction (2) ---------- 133 ---------- NET INCOME 145 Less: preferred stock dividends 8 Gain on reacquired preferred stock 3 ---------- NET INCOME FOR COMMON STOCK $140 ========== CENTRAL POWER AND LIGHT COMPANY STATEMENT OF RETAINED EARNINGS FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) RETAINED EARNINGS AT MARCH 31, 1997 $839 Add: Net income (loss) for common stock 140 ---------- 979 Deduct: Common stock dividends 174 ---------- RETAINED EARNINGS AT MARCH 31, 1998 $805 ========== PUBLIC SERVICE COMPANY OF OKLAHOMA BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- ASSETS FIXED ASSETS Electric utility plant Production $909 $909 Transmission 376 376 Distribution 828 828 General 203 203 Construction work in progress 37 37 ------------------------------- 2,353 2,353 Less - Accumulated depreciation 1,049 1,049 ------------------------------- 1,304 1,304 ------------------------------- CURRENT ASSETS Cash 3 3 Accounts receivable 40 40 Materials and supplies, at average cost 32 32 Fuel inventory 11 11 Accumulated deferred income taxes 1 1 Prepayments and other 4 4 ------------------------------- 91 91 ------------------------------- DEFERRED CHARGES AND OTHER ASSETS 54 54 ------------------------------- $1,449 $0 $1,449 =============================== PUBLIC SERVICE COMPANY OF OKLAHOMA BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- CAPITALIZATION AND LIABILITIES CAPITALIZATION Common stock, $15 par value; authorized 11,000,000 shares; issued 10,482,000 shares; outstanding 9,013,000 shares $157 $157 Paid-in capital 180 180 Retained earnings 133 133 ------------------------------- Total common stock equity 470 470 Preferred stock 5 5 PSO-obligated, mandatorily redeemable preferred securities of subsidiary trusts holding solely Junior Subordinated Debentures of PSO 75 75 Long-term debt 397 397 ------------------------------- Total capitalization 947 947 ------------------------------- CURRENT LIABILITIES Long-term debt due within twelve months 25 25 Advances from affiliates 32 32 Payables to affilliates 18 18 Accounts payable 38 38 Payables to customers 19 19 Accrued taxes 4 4 Accrued interest 11 11 Other 7 7 ------------------------------- 154 154 ------------------------------- DEFERRED CREDITS Accumulated deferred income taxes 260 260 Investment tax credits 41 41 Income tax related regulatory liabilities, net 41 41 Other 6 6 ------------------------------- 348 348 ------------------------------- $1,449 $0 $1,449 =============================== PUBLIC SERVICE COMPANY OF OKLAHOMA STATEMENT OF INCOME FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) ELECTRIC OPERATING REVENUE $709 ---------- OPERATING EXPENSES AND TAXES Fuel 278 Purchased power 53 Other operating 135 Maintenance 35 Depreciation and amortization 80 Taxes, other than income 28 Income taxes 20 ---------- 629 ---------- OPERATING INCOME 80 ---------- OTHER INCOME AND DEDUCTIONS Allowance for equity funds used during construction 1 Other (1) Non-operating income 2 ---------- 2 ---------- INCOME BEFORE INTEREST CHARGES 82 ---------- INTEREST AND OTHER CHARGES Interest on long-term debt 30 Distributions on trust preferred securities 5 Interest on short-term debt and other 5 Allowance for borrowed funds used during construction (1) ---------- 39 ---------- NET INCOME 43 Less: preferred stock dividends -- Gain on reacquisition of preferred stock 4 ---------- NET INCOME FOR COMMON STOCK $47 ========== PUBLIC SERVICE COMPANY OF OKLAHOMA STATEMENT OF RETAINED EARNINGS FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) RETAINED EARNINGS AT MARCH 31, 1997 $154 Add: Net income (loss) for common stock 47 ---------- 201 Deduct: Common stock dividends 68 ---------- RETAINED EARNINGS AT MARCH 31, 1998 $133 ========== SOUTHWESTERN ELECTRIC POWER COMPANY BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- ASSETS FIXED ASSETS Electric utility plant Production $1,394 $1,394 Transmission 463 463 Distribution 889 889 General 312 312 Construction work in progress 41 41 ------------------------------- 3,099 3,099 Less - Accumulated depreciation 1,250 1,250 ------------------------------- 1,849 1,849 ------------------------------- CURRENT ASSETS Cash and temporary cash investments 8 8 Accounts receivable 70 70 Materials and supplies, at average costs 25 25 Fuel inventory 27 27 Under-recovered fuel costs 12 12 Prepayments and other 15 15 ------------------------------- 157 157 ------------------------------- DEFERRED CHARGES AND OTHER ASSETS 75 75 ------------------------------- $2,081 $0 $2,081 =============================== SOUTHWESTERN ELECTRIC POWER COMPANY BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- CAPITALIZATION AND LIABILITIES CAPITALIZATION Common stock, $18 par value; authorized 7,600,000 shares; issued and outstanding 7,536,640 shares $136 $136 Paid-in capital 245 245 Retained earnings 326 326 ------------------------------- Total common stock equity 707 707 Preferred stock Not subject to mandatory redemption 5 5 Subject to mandatory redemption 26 26 SWEPCO-obligated, mandatorily redeemable preferred securities of subsidiary trusts holding solely Junior Subordinated Debentures of SWEPCO 110 110 Long-term debt 547 547 ------------------------------- Total capitalization 1,395 1,395 ------------------------------- CURRENT LIABILITIES Long-term debt and preferred stock due within twelve months 4 4 Advances from affiliates 26 26 Accounts payable 51 51 Payable to affiliates 57 57 Customer deposits 15 15 Accrued taxes 26 26 Accumulated deferred income taxes 4 4 Accrued interest 12 12 Other 11 11 ------------------------------- 206 206 ------------------------------- DEFERRED CREDITS Accumulated deferred income taxes 395 395 Investment tax credits 66 66 Income tax related regulatory liabilities, net 9 9 Other 10 10 ------------------------------- 480 480 ------------------------------- $2,081 $0 $2,081 =============================== SOUTHWESTERN ELECTRIC POWER COMPANY STATEMENT OF INCOME FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) ELECTRIC OPERATING REVENUE $934 ---------- OPERATING EXPENSES AND TAXES Fuel 371 Purchased power 27 Other Operating 156 Maintenance 45 Depreciation and amortization 97 Taxes, other than income 56 Income taxes 40 ---------- 792 ---------- OPERATING INCOME 142 ---------- OTHER INCOME AND DEDUCTIONS Allowance for equity funds used during construction 2 Other 2 Non-operating income taxes 2 ---------- 6 ---------- INCOME BEFORE INTEREST CHARGES 148 ---------- INTEREST AND OTHER CHARGES Interest on long-term debt 40 Distributions on trust preferred securities 8 Interest on short-term debt and other 5 Allowance for borrowed funds used during construction (1) ---------- 52 ---------- NET INCOME 96 Less: preferred stock dividends 2 Gain on reacquired preferred stock 2 ---------- NET INCOME FOR COMMON STOCK $96 ========== SOUTHWESTERN ELECTRIC POWER COMPANY STATEMENT OF RETAINED EARNINGS FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) RETAINED EARNINGS AT MARCH 31, 1997 $320 Add: Net income (loss) for common stock 96 ---------- 416 Deduct: Common stock dividends 90 ---------- RETAINED EARNINGS AT MARCH 31, 1998 $326 ========== WEST TEXAS UTILITIES COMPANY BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- ASSETS FIXED ASSETS Electric utility plant Production $418 $418 Transmission 210 210 Distribution 367 367 General 105 105 Construction work in progress 19 19 ------------------------------- 1,119 1,119 Less - Accumulated depreciation 451 451 ------------------------------- 668 668 ------------------------------- CURRENT ASSETS Cash 3 3 Accounts receivable 22 22 Materials and supplies, at average cost 14 14 Fuel inventory 12 12 Under-recovered fuel costs 12 12 Prepayments and other 7 7 ------------------------------- 70 70 ------------------------------- DEFERRED CHARGES AND OTHER ASSETS Deferred Oklaunion costs 18 18 Restructuring costs 8 8 Other 33 33 ------------------------------- 59 59 ------------------------------- $797 $0 $797 =============================== WEST TEXAS UTILITIES COMPANY BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- CAPITALIZATION AND LIABILITIES CAPITALIZATION Common stock, $25 par value; authorized 7,800,000 shares; issued and outstanding 5,488,560 shares $137 $137 Paid-in capital 2 2 Retained earnings 119 119 ------------------------------- Total common stock equity 258 258 Preferred stock Not subject to mandatory redemption 2 2 Long-term debt 280 280 ------------------------------- Total capitalization 540 540 ------------------------------- CURRENT LIABILITIES Advances from affiliates 6 6 Payables to affiliates 14 14 Accounts payable 26 26 Accrued taxes 9 9 Accrued interest 8 8 Other 4 4 ------------------------------- 67 67 ------------------------------- DEFERRED CREDITS Accumulated deferred income taxes 146 146 Investment tax credits 28 28 Investment tax related regulatory liabilities, net 1 11 Other 5 5 ------------------------------- 190 190 ------------------------------- $797 $0 $797 =============================== WEST TEXAS UTILITIES COMPANY STATEMENT OF INCOME FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) ELECTRIC OPERATING REVENUE $389 ---------- OPERATING EXPENSES AND TAXES Fuel 112 Purchased power 47 Other Operating 95 Maintenance 14 Depreciation and amortization 42 Taxes, other than income 24 Income taxes 10 ---------- 344 ---------- OPERATING INCOME 45 ---------- OTHER INCOME AND DEDUCTIONS Other 2 ---------- INCOME BEFORE INTEREST CHARGES 47 ---------- INTEREST CHARGES Interest on long-term debt 20 Interest on short-term debt and other 5 Allowance for borrowed funds used during construction (1) ---------- 24 ---------- NET INCOME 23 Less: preferred stock dividends -- Gain on reacquisition of preferred stock 1 ---------- NET INCOME FOR COMMON STOCK $24 ========== WEST TEXAS UTILITIES COMPANY STATEMENT OF RETAINED EARNINGS FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) RETAINED EARNINGS AT MARCH 31, 1997 $121 Add: Net income (loss) for common stock 24 ---------- 145 Deduct: Common stock dividends 26 ---------- RETAINED EARNINGS AT MARCH 31, 1998 $119 ========== CENTRAL AND SOUTH WEST SERVICES, INC. BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- ASSETS General plant $120 $120 Less - Accumulated depreciation 36 36 ------------------------------- 84 84 ------------------------------- CURRENT ASSETS Cash and temporary investments 1 1 Accounts receivable affiliated 20 20 Accounts receivable non-affiliated 2 2 ------------------------------- 23 23 ------------------------------- DEFERRED CHARGES AND OTHER ASSETS 19 19 ------------------------------- $126 $0 $126 =============================== CENTRAL AND SOUTH WEST SERVICES, INC. BALANCE SHEETS PER BOOKS AND PRO FORMA AS OF MARCH 31, 1998 UNAUDITED (Millions) Per Pro Forma Pro Books Adjustments Forma ------------------------------- CAPITALIZATION AND LIABILITIES CAPITALIZATION Long-term debt $30 $30 ------------------------------- Total capitalization 30 30 ------------------------------- CURRENT LIABILITIES Accounts payable non-affiliated 8 8 Advances from affiliates and other 65 65 ------------------------------- 73 73 ------------------------------- DEFERRED CREDITS 23 23 ------------------------------- $126 $0 $126 =============================== CENTRAL AND SOUTH WEST SERVICES, INC. STATEMENT OF INCOME FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (Millions) OPERATING REVENUE $0 ---------- OPERATING EXPENSES AND TAXES Fuel Expense 2 Other Operating 185 Maintenance 9 Depreciation and amortization 9 Taxes, other than income taxes 6 Income taxes 1 ---------- 212 ---------- OPERATING INCOME (212) ---------- OTHER INCOME AND DEDUCTIONS 218 ---------- INCOME BEFORE INTEREST CHARGES 6 ---------- INTEREST CHARGES 6 ---------- NET INCOME FOR COMMON STOCK $0 ========== CENTRAL AND SOUTH WEST SERVICES, INC. STATEMENT OF RETAINED EARNINGS FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 UNAUDITED (millions) RETAINED EARNINGS AT MARCH 31, 1997 $0 Add: Net income (loss) for common stock 0 ---------- RETAINED EARNINGS AT MARCH 31, 1998 $0 ========== CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES PRO FORMA ADJUSTMENTS TO BALANCE SHEETS MARCH 31, 1998 UNAUDITED (Millions) DR CR --------------------- CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES None CENTRAL AND SOUTH WEST CORPORATION (CORPORATE) None CENTRAL POWER AND LIGHT COMPANY None PUBLIC SERVICE COMPANY OF OKLAHOMA None SOUTHWESTERN ELECTRIC POWER COMPANY None WEST TEXAS UTILITIES COMPANY None CENTRAL AND SOUTH WEST SERVICES, INC. None CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES STATEMENT OF CHANGES There have been no significant changes in the financial statements of Central and South West Corporation and subsidiary companies subsequent to March 31, 1998, other than in the ordinary course of business. However, on May 28, 1998 CSW's shareholders voted on and approved the proposed merger with American Electric Power Company, Inc. CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The notes to consolidated financial statements included in Central and South West Corporation's 1997 Combined Annual Report on Form 10-K are hereby incorporated by reference and made a part of this report. Page Reference 1997 Combined Annual Report on Form 10-K pages 2-40 through 2-75 EX-27.1 3
UT 0000018540 CENTRAL AND SOUTH WEST CORPORTION 1,000,000 12-MOS Dec-31-1998 Mar-31-1998 PER-BOOK 8,348 262 1,268 502 3,008 13,388 743 1,040 1,753 3,536 26 511 3,839 0 40 1,467 26 1 4 2 3,936 13,388 5,248 161 4,316 4,477 771 41 812 449 187 10 187 369 219 903 0.88 0.88
EX-27.2 4
UT 002 CENTRAL AND SOUTH WEST CORP. 1,000,000 12-MOS Dec-31-1998 Mar-31-1998 PER-BOOK 0 3,862 619 0 22 4,503 743 1,040 1,714 3,497 0 0 0 0 0 911 0 0 0 0 95 4,503 0 (17) 46 29 (29) 264 235 48 187 0 187 0 0 52 0.00 0.00
EX-27.3 5
UT 003 CENTRAL POWER AND LIGHT COMPANY 1,000,000 12-MOS Dec-31-1998 Mar-31-1998 PER-BOOK 3,305 0 134 484 817 4,740 169 405 805 1,379 0 313 1,304 0 0 0 0 0 0 0 1,744 4,740 1,336 89 979 1,068 268 10 278 133 145 8 140 174 102 327 0.00 0.00
EX-27.4 6
UT 004 PUBLIC SERVICE COMPANY OF OKLAHOMA 1,000,000 12-MOS Dec-31-1998 Mar-31-1998 PER-BOOK 1,304 0 91 0 54 1,449 157 180 133 470 0 80 357 0 40 0 25 0 0 0 477 1,449 709 20 609 629 80 2 82 39 43 0 47 68 28 120 0.00 0.00
EX-27.5 7
UT 005 SOUTHWESTERN ELECTRIC POWER COMPANY 1,000,000 12-MOS Dec-31-1998 Mar-31-1998 PER-BOOK 1,849 0 157 0 75 2,081 136 245 326 707 26 115 543 0 0 0 1 1 4 2 682 2,081 934 40 752 792 142 6 148 52 96 2 96 90 40 223 0.00 0.00
EX-27.6 8
UT 006 WEST TEXAS UTILITIES COMPANY 1,000,000 12-MOS Dec-31-1998 Mar-31-1998 PER-BOOK 668 0 70 18 41 797 137 2 119 258 0 2 280 0 0 0 0 0 0 0 257 797 389 10 334 344 45 2 47 24 23 0 24 26 20 94 0.00 0.00
EX-27.7 9
UT 008 CENTRAL AND SOUTH WEST SERVICES, INC. 1,000,000 12-MOS Dec-31-1998 Mar-31-1998 PER-BOOK 84 0 23 0 19 126 0 0 0 0 0 0 30 0 0 0 0 0 0 0 96 126 0 1 211 212 (212) 218 6 6 0 0 0 0 0 41 0.00 0.00
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