SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1998
Filed pursuant to the Public Utility Holding Company Act of 1935 by
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway, Dallas, Texas 75202-1234
and
SOUTHWESTERN ELECTRIC POWER COMPANY
428 Travis Street, Shreveport, Louisiana 71156-0001
(Name and address of each registered holding company in the system)
<PAGE>
TABLE OF CONTENTS
Page
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF
DECEMBER 31, 1998 2 - 16
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 17
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
SECURITIES 17
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 17
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES 18 - 20
ITEM 6. OFFICERS AND DIRECTORS
Part I. Name, principal business address and positions
held as of December 31, 1998 21 - 49
Part II. Financial connections as of December 31, 1998 50
Part III. Compensation and other related information 51
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 52
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and service 53
Part II. Contracts to purchase services or goods between
any System company and any affiliate 53
Part III. Employment of any person by any System company
for the performance on a continuing basis of
management services 53
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 54 - 59
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Index to Financial Statements 60 - 61
Reports of Independent Public Accountants 62 - 63
Financial Statements 64 - 83
Exhibits 84 - 91
SIGNATURES 92 - 93
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1998.
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value (1) Value (1) Business Type
(thousands) (thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Central and South West Corporation (CSW or the Corporation) Holding Company
Central Power and Light Company (CPL) 6,755,535 100 $1,312,919 $1,312,919 Electric Utility
Public Service Company of Oklahoma (PSO) 9,013,000 100 481,856 481,856 Electric Utility
Ash Creek Mining Company 383,904 100 20 20 Coal Mining
Southwestern Electric Power Company (SWEPCO) 7,536,640 100 681,252 681,252 Electric Utility
The Arklahoma Corporation 238 47.6 361 172 Electric Transmission
Southwest Arkansas Utilities Corporation 100 100 10 10 Inactive
West Texas Utilities Company (WTU) 5,488,560 100 256,639 256,639 Electric Utility
Central and South West Services, Inc. (CSWS) 10,000 100 100 100 Service Company
CSW Leasing, Inc. (CSWL) 800 80 19,370 15,496 Lease Trans. Equip.
CSW Credit, Inc. (CREDIT) 259 100 64,957 64,957 Factor Accounts Rec
C3 Communications, Inc. (COMM) 1,000 100 (19,043) (19,043) Communication Services
CSWC Southwest Holdings, Inc. (2) 100 100 1 1 Communication Services
CSWC TeleChoice Management, Inc. (3) 100 100 1 1 Communication Services
CSWC TeleChoice, Inc. (4) 100 100 1 1 Communication Services
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value (1) Value (1) Business Type
(thousands) (thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CSW Energy, Inc. (CSWE) (5) 1,000 100 81,773 81,773 Independent Power
CSW Development-I, Inc. (CSWD-I) (6) 1,000 100 49,778 49,778 Independent Power
Polk Power GP II, Inc. (7) 500 50 179 90 Independent Power
Polk Power GP, Inc. (8) 1,000 100 169 85 Independent Power
Orange Cogeneration GP II, Inc. (9) 500 50 85 43 Independent Power
Orange Cogeneration G.P., Inc. (10) 1,000 100 4 4 Independent Power
CSW Mulberry II, Inc. (11) 1,000 100 23,988 23,988 Independent Power
CSW Mulberry, Inc. (12) 1,000 100 27,700 27,700 Independent Power
Polk Power Partners, LP (13) See (13)See (13) 55,369 25,331 Independent Power
Noah I Power GP, Inc. (14) 1,000 100 (10) (10) Independent Power
Noah I Power Partners, LP (15) See (15)See (15) 17,249 16,300 Independent Power
Brush Cogeneration Partners (16) See (16)See (16) 34,480 17,240 Independent Power
CSW Orange II, Inc. (17) 1,000 100 1 1 Independent Power
CSW Orange, Inc. (18) 1,000 100 4,716 4,716 Independent Power
Orange Cogeneration Limited Partnership (19) See (19)See (19) (1,455) (728) Independent Power
Orange Cogen Funding Corp. (20) 1,000 100 1 1 Independent Power
CSW Development-II, Inc. (CSWD-II) (21) 1,000 100 (3,999) (3,999) Dormant
CSW Ft. Lupton, Inc. (CSWFL) (22) 1,000 100 116,927 116,927 Independent Power
Thermo Cogeneration Partnership, L.P. (23) See (23)See (23) 593 297 Independent Power
Newgulf Power Venture, Inc. (NEWGULF) (24) 1,000 100 9,218 9,218 Independent Power
CSW Sweeny GP I, Inc. (SWEENY) (25) 1,000 100 15 15 Independent Power
CSW Sweeny GP II, Inc. (26) 1,000 100 319 319 Independent Power
CSW Sweeny LP I, Inc. (SWEENY) (27) 1,000 100 769 769 Independent Power
CSW Sweeny LP II, Inc. (28) 1,000 100 14,141 14,141 Independent Power
Sweeny Cogeneration Limited Partnership (29) See (29)See (29) 33,142 16,240 Independent Power
CSW Development-3, Inc. (CSWD3) (30) 1,000 100 See (30) See (30) Dormant
CSW Northwest GP, Inc. (31) 1,000 100 See (31) See (31) Dormant
CSW Northwest LP, Inc. (32) 1,000 100 See (32) See (32) Dormant
CSW Power Marketing, Inc. (33) 1,000 100 See (33) See (33) Dormant
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value (1) Value (1) Business Type
(thousands) (thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CSW Nevada, Inc. (34) 1,000 100 See (34) See (34) Dormant
CSW Services International, Inc. (35) 1,000 100 (6) (6) Non-regulated Services
Diversified Energy Contractors Company, LLC (36) 900 90 1,406 1,406 Non-regulated Services
DECCO II LLC (37) 1,000 100 Nominal Nominal Non-regulated Services
Diversified Energy Contractors, L.P. (38) See (38)See (38) (374) (367) Non-regulated Services
Industry and Energy Associates, L.L.C. (39) 1,000 100 234 234 Non-regulated Services
CSW Frontera GP I, Inc. (40) 1,000 100 See (40) See (40) Independent Power
CSW Frontera GP II, Inc. (41) 1,000 100 5 5 Independent Power
CSW Frontera LP I, Inc. (42) 1,000 100 Nominal Nominal Independent Power
CSW Frontera LP II, Inc. (43) 1,000 100 244 244 Independent Power
Frontera Generation Limited Partnership (44) See (44)See (44) (704) (704) Independent Power
CSW Eastex GP I, Inc. (45) 1,000 100 See (45) See (45) Independent Power
CSW Eastex GP II, Inc. (46) 1,000 100 See (46) See (46) Independent Power
CSW Eastex LP I, Inc. (47) 1,000 100 See (47) See (47) Independent Power
CSW Eastex LP II, Inc. (48) 1,000 100 See (48) See (48) Independent Power
Eastex Cogeneration Limited Partnership (49) See (49)See (49) See (49) See (49) Independent Power
Southwestern Electric Wholesale Company (50) 1,000 100 See (50) See (50) Dormant
CSW International, Inc. (CSWI) (51) 1,000 100 810,296 810,296 International Activities
CSW International Two, Inc. (CSWI2) (52) 1,000 100 986,728 986,728 Investment Company
CSW UK Holdings (53) 2 100 0 0 Holding Company
CSWI Europe Limited (54) 2 100 (2,317) (2,317) Investment Company
South Coast Power Limited (54) (55) 1 50 0 0 Generation
CSW UK Finance Company (Finco) (56) 427,275,002 90 790,595 711,535 Investment Company
CSW Investments (57) 699,750,001 93 1,253,787 1,166,022 Investment Company
SEEBOARD Group plc (58) 969,168 100 1,530,004 1,530,004 Holding Company
Seeboard (Generation) Limited 1,000 100 10,504 10,504 Holding Company
Medway Power Limited 3,750 37.5 6,537 2,451 Generation
Seeboard Natural Gas Limited 2 100 (16,424) (16,424) Holding Company
Beacon Gas Limited 3,000,000 50 (26,240) (13,120) Gas supply
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value (1) Value (1) Business Type
(thousands) (thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CSW UK Limited 2 100 0 0 Dormant
SEEBOARD plc (59) 250,493,703 100 717,412 717,412 Foreign Utility
Appliance Protect Limited 2 100 0 0 Dormant
Direct Power Limited 2 100 0 0 Dormant
Directricity Limited 2 100 0 0 Dormant
Electricity (UK) Limited 2 100 0 0 Dormant
Electricity 2000 Limited 2 100 0 0 Dormant
Energy Express Limited 2 100 0 0 Dormant
First Electricity Limited 2 100 0 0 Dormant
First Gas Limited 2 100 0 0 Dormant
Gas 2000 Limited 2 100 0 0 Dormant
Home Electricity Company Limited 2 100 0 0 Dormant
Home Energy Company Limited 2 100 0 0 Dormant
Home Gas Company Limited 2 100 0 0 Dormant
Home Power Company Limited 2 100 0 0 Dormant
Horizon Natural Gas Limited 2 100 0 0 Dormant
Light & Power (UK) Limited 2 100 0 0 Dormant
Longfield Insurance Company Limited 500,000 100 2,410 2,410 Insurance
Powercare Limited 2 100 0 0 Dormant
Premier Electricity Limited 2 100 0 0 Dormant
Premier Utilities Limited 2 100 0 0 Dormant
Seeb Limited 10,000 100 23 23 Investment Company
Seeboard Employment Services Limited 2 100 252 252 Employment Agency
Seeboard Insurance Company Limited 1,000,000 100 12,775 12,775 Insurance
Seeboard Final Salary Pension Plan
Trustee Company Limited 2 100 0 0 Trustee Company
Seeboard International Limited 500,000 100 1,149 1,149 Overseas Consultancy
SEEBOARD Pension Investment
Plan Trustee Company Limited 2 100 0 0 Trustee Company
Seeboard Share Scheme Trustees Limited 2 100 0 0 Trustee Company
SEEBOARD Trading Limited 10,000,002 100 23,230 23,230 Contracting
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value (1) Value (1) Business Type
(thousands) (thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Seepower Limited 10,000 100 (511) (511) Investment Company
Meterpoint Limited 10,000 100 0 0 Meter Reading
Power Asset Development
Company Limited 50 50 0 0 Asset Management
SEEBOARD Powerlink Limited 10,000 80 3,049 2,439 Asset Management
Selectricity Limited 2 100 0 0 Dormant
South Eastern Electricity Board Limited 2 100 0 0 Dormant
South Eastern Electricity Limited 2 100 0 0 Dormant
South Eastern Services Limited 2 100 0 0 Dormant
South Eastern Utilities Limited 2 100 0 0 Dormant
Southern Gas Limited 500,000 100 (14,477) (14,477) Gas Supply
Torch Natural Gas Limited 2 100 0 0 Dormant
UK Electricity Limited 2 100 0 0 Dormant
UK Light and Power Limited 2 100 0 0 Dormant
CSW International Three, Inc. (CSWI3) (60) 1,000 100 Note A Note A Investment Company
CSW International (U.K), Inc. (61) See (61) ee (61) Note A Note A Dormant
Energia Internacional de CSW, S.A. de C.V. (62) 64,164,706 99.99 Note A Note A Investment Company
Aceltek, S. de R.L. de C.V. (63) See (63)See (63) Note A Note A Holding Company
Enertek, S.A. de C.V. (64) 12,688,686 99.99 Note A Note A Mexican Cogen Facility
Cinergy, S. de R.L. de C.V. (65) See (65)See (65) Note A Note A Service Company
Servicios Corporativos Industriales del
Noreste, S.A. de C.V.(SCIN) (66) 8,380 94.38 Note A Note A Service Company
Servicios Industriales y Administrativos del
Noreste, S. de R.L. de C.V. (SIAN) (67) See (67)See (67) Note A Note A Gas Pipeline Company
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value (1) Value (1) Business Type
(thousands) (thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CSW International, Inc. (Cayman) (68) 1,000 100 80,050 80,050 International Activities
CSW Vale L.L.C. (Cayman) (69) 1,000 99.9 92,729 92,636 International Activities
Empresa de Electricidade Vale de
Paranapanema S.A. (70) 21,498,447 21.42 Note A Note A Brazilian Utility Co.
CSW Power do Brasil Ltda. (71) See (71)See (71) Note A Note A International Activities
Latin American Energy Holdings, Inc. (72) 1,000 100 Note A Note A International Activities
Chile Energy Holdings L.L.C. (Cayman) (73) 1,000 90 Note A Note A International Activities
Inversiones Sol Energia Chile Limitada (74) See (74)See (74) Note A Note A International Activities
Sol Energia Holdings I, Limitada (75) See (75)See (75) Note A Note A International Activities
Sol Energia Holdings II, Limitada (76) See (76)See (76) Note A Note A International Activities
Sol Energia, Limitada (77) See (77)See (77) Note A Note A International Activities
CSW International Energy Development Ltd. (78) See (78)See (78) Note A Note A International Activities
Tenaska CSW International Ltd. (79) See (79)See (79) Note A Note A International Activities
EnerShop Inc. (ENERSHOP) 1,000 100 (9,762) (9,762) Energy Services
Envirotherm, Inc. (80) 1,500 100 323 323 Energy Service
Engineering
CSW Energy Services, Inc. (ESI) (81) 1,000 100 (7,645) (7,645) Energy Services
</TABLE>
Note A: Detailed financial information for certain subsidiaries of CSW
International, Inc. for the year ended December 31, 1998, has not been
provided due to the extreme difficulty in obtaining such financial
information and converting it to U.S. GAAP in a timely manner for this
filing.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(1) Table reflects investment in common stock or other equity securities only.
CSW has established a money pool to coordinate short-term borrowings for
certain subsidiaries and also incurs borrowings outside the money pool for
other subsidiaries through the issuance of its commercial paper as
authorized by SEC Order. Money pool balances are reflected as advances to or
from affiliates, which are included as cash and temporary cash investments
and short-term debt, respectively, on the balance sheets of System
companies.
(2) CSWC Southwest Holdings, Inc., a Delaware corporation, was organized on
December 6, 1996 and holds 100% of the outstanding shares of CSWC TeleChoice
Management, Inc. and 100% of CSWC TeleChoice, Inc. C3 Communications, Inc.
holds 100% of the outstanding shares of CSWC Southwest Holdings, Inc.
(3) CSWC TeleChoice Management, Inc., a Delaware corporation, was organized on
December 6, 1996. CSWC Southwest Holdings, Inc. holds 100% of the
outstanding shares of CSWC TeleChoice Management, Inc.
(4) CSWC TeleChoice, Inc., a Delaware corporation, was organized on December 6,
1996. CSWC Southwest Holdings, Inc. holds 100% of the outstanding shares of
CSWC TeleChoice, Inc.
(5) CSW Energy, Inc., a Texas corporation, was orgainized on August 11, 1983, to
pursue independent power projects within the United States. CSW holds 100%
of the outstanding shares of CSW Energy, Inc.
(6) CSW Development - 1, Inc., a Delaware corporation, was organized on December
6, 1990. CSW Development - I, Inc. was set up to hold ownership interests in
several different legal organizations. CSW Energy, Inc. holds 100% of the
outstanding shares of CSW Development - I, Inc.
(7) Polk Power GP II, Inc., a Delaware corporation, was organized on March 20,
1995 and holds 100% of the outstanding shares of Polk Power GP, Inc. CSW
Development-I, Inc. holds 50% of the outstanding shares of Polk Power GP II,
Inc.
(8) Polk Power GP, Inc., a Delaware corporation, was organized on September 18,
1991 and holds a 1% general partnership interest in Polk Power Partners, L.
P. Polk Power GP II, Inc. holds 100% of the outstanding shares of Polk Power
GP, Inc.
(9) Orange Cogeneration GP II, Inc., a Delaware corporation, was organized on
March 16, 1995 and holds 100% of the outstanding shares of Orange
Cogeneration G.P., Inc. CSW Development-I, Inc. holds 50% of the outstanding
shares of Orange Cogeneration GP II, Inc.
(10)Orange Cogeneration GP, Inc., a Delaware corporation, was organized on
February 5, 1993 and holds a 1% general partnership interest in Orange
Cogeneration Limited Partnership. Orange Cogeneration GP II, Inc., holds
100% of the outstanding shares of Orange Cogeneration G.P., Inc.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(11)CSW Mulberry II, Inc., a Delaware corporation, was organized on March 21,
1995 and holds 100% of the outstanding shares of CSW Mulberry, Inc. CSW
Development-I, Inc. holds 100% of the outstanding shares of CSW Mulberry II,
Inc.
(12)CSW Mulberry, Inc., a Delaware corporation, was organized on February 3,
1994 and holds a 45.75% limited partnership interest in Polk Power Partners,
L. P. CSW Mulberry II, Inc. holds 100% of the outstanding shares of CSW
Mulberry, Inc.
(13)Polk Power Partners, L. P., a Delaware limited partnership, was organized
on February 20, 1992 to own and operate the Mulberry cogeneration project.
CSW Mulberry, Inc. holds a 45.75% limited partnership interest and Polk
Power GP, Inc. holds a 1% general partnership interest in Polk Power
Partners, L. P. Under the Limited Partnership Agreement for Polk Power
Partners, L. P., Polk Power GP, Inc. generally has the power and authority
to manage the affairs of Polk Power Partners, L. P. and CSW Mulberry, Inc.
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
major transactions.
(14)Noah I Power GP, Inc., a Delaware corporation, was organized on May 14,
1991 and holds a 1% general partner interest in Noah I Power Partners, L. P.
CSW Development-I, Inc. holds 100% of the outstanding shares of Noah I Power
GP, Inc.
(15)Noah I Power Partners, L. P., a Delaware limited partnership, was organized
on May 16, 1991 to own and/or operate cogeneration projects or interests
therein. CSW Development-I, Inc. holds a 94.5% limited partnership interest
and Noah I Power GP, Inc. holds a 1% general partnership interest in Noah I
Power Partners, L. P. Under the Limited Partnership Agreement for Noah I
Power Partners, L. P., Noah I Power GP, Inc. generally has the power and
authority to manage the affairs of Noah I Power Partners, L. P., and CSW
Development-I, Inc. 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.
(16)Brush Cogeneration Partners is a Delaware general partnership organized on
November 1, 1991. Noah I Power Partners, L. P. holds a 50% general
partnership interest in Brush Cogeneration Partners. Brush Cogeneration
Partners was formed to invest in certain cogeneration projects, including
the Brush II project authorized by SEC Order Rel. No. 35-25399. Brush
Cogeneration Partners is managed by a management committee, with Noah I
Power Partners, L. P. having the power and authority to manage the affairs
of Brush Cogeneration Partners.
(17)CSW Orange II, Inc., a Delaware corporation, was organized on March 16,
1995 and holds 100% of the outstanding shares of CSW Orange, Inc. CSW
Development-I, Inc. holds 100% of the outstanding shares of CSW Orange II,
Inc.
(18)CSW Orange, Inc., a Delaware corporation, was organized on April 21, 1993
to be a limited partner in Orange Cogeneration Limited Partnership. CSW
Orange, Inc. holds a 49.5% limited partnership interest in Orange
Cogeneration Limited Partnership. CSW Orange II, Inc. holds 100% of the
outstanding shares of CSW Orange, Inc.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(19)Orange Cogeneration Limited Partnership, a Delaware limited partnership,
was organized on February 5, 1993 to own and operate the Orange Cogeneration
project. CSW Orange, Inc. holds a 49.5% limited partnership interest and
Orange Cogeneration G.P., Inc. holds a 1% general partnership interest in
Orange Cogeneration Limited Partnership. Under the Limited Partnership
Agreement for Orange Cogeneration Limited Partnership, Orange Cogeneration
G.P., Inc. generally has the power and authority to manage the affairs of
Orange Cogeneration Limited Partnership and CSW Orange, Inc. 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 major
transactions.
(20)Orange Cogen Funding Corp., a Delaware corporation, was organized on
December 23, 1996 to raise funds from the sale of bonds and loan the
proceeds to the Orange Cogeneration Limited Partnership while obtaining
liens on the partnership assets for the benefit of the bond Trustee. Orange
Cogeneration Limited Partnership holds 100% of the outstanding shares of
Orange Cogen Funding Corp.
(21)CSW Development - II, Inc., a Delaware corporation, was organized on June
11, 1992. There were no assets or activity for CSW Development - II, Inc. in
1998. CSW Energy, Inc. holds 100% of the outstanding shares of CSW
Development - II, Inc.
(22)CSW Ft. Lupton, Inc., a Delaware corporation, was organized on April 1,
1993. CSW Ft. Lupton, Inc. holds a 1% general partnership interest and a
49% limited partnership interest in Thermo Cogeneration Partnership, L.P.
CSW Energy, Inc. holds 100% of the outstanding shares of CSW Ft. Lupton,
Inc.
(23)Thermo Cogeneration Partnership, L.P., 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.
(24)Newgulf Power Venture, Inc., a Delaware corporation, was organized on
October 13, 1994 to own the Texas Gulf project. Newgulf Power Venture, Inc.
holds 100% of the Texas Gulf project. CSW Energy, Inc. holds 100% of the
outstanding shares of Newgulf Power Venture, Inc.
(25)CSW Sweeny GP I, Inc., a Delaware corporation, was organized on September
6, 1995 to hold a 100% interest in CSW Sweeny GP II, Inc. CSW Energy, Inc.
holds 100% of the outstanding shares of CSW Sweeny GP I, Inc.
(26)CSW Sweeny GP II, Inc., a Delaware corporation, was organized on September
6, 1995 and holds a 1% general partnership interest in Sweeny Cogeneration
Limited Partnership. CSW Sweeny GP I, Inc. holds 100% of the outstanding
shares of CSW Sweeny GP II, Inc.
(27)CSW Sweeny LP I, Inc., a Delaware corporation, was organized on September
6, 1995 and holds 100% of the outstanding stock of CSW Sweeny LP II, Inc.
CSW Energy, Inc. holds 100% of the outstanding shares of CSW Sweeny LP I,
Inc.
(28)CSW Sweeny LP II, Inc., a Delaware corporation, was organized on September
6, 1995 and holds a 49% limited partnership interest in Sweeny Cogeneration
Limited Partnership. CSW Sweeny LP I, Inc. holds 100% of the outstanding
shares of CSW Sweeny LP II, Inc.
<PAGE>
(ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(29)Sweeny Cogeneration Limited Partnership, a Delaware limited partnership,
was organized on September 15, 1995 to own and construct the Sweeny project.
CSW Sweeny LP II, Inc. holds a 49% limited partnership interest and CSW
Sweeny GP II, Inc. holds a 1% general partnership interest in Sweeny
Cogeneration Limited Partnership.
(30)CSW Development-3, Inc., a Delaware corporation, was organized on October
25, 1995. There were no assets or activity for CSW Development-3, Inc.,
during 1998. On December 15, 1995, CSW Development-3, Inc. was granted EWG
status. CSW Energy, Inc. holds 100% of the outstanding shares of CSW
Development-3, Inc.
(31)CSW Northwest GP, Inc., a Delaware corporation, was organized on June 29,
1995. There were no assets or activity for CSW Northwest GP, Inc. in 1998.
On October 3, 1996, CSW Northwest GP, Inc. was granted EWG status. CSW
Energy, Inc. holds 100% of the outstanding shares of CSW Northwest GP, Inc.
(32)CSW Northwest LP, Inc., a Delaware corporation, was organized on June 29,
1995. There were no assets or activity for CSW Northwest LP, Inc. in 1998.
On October 3, 1995, CSW Northwest LP, Inc. was granted EWG status. CSW
Energy, Inc. holds 100% of the outstanding shares of CSW Northwest LP, Inc.
(33)CSW Power Marketing, Inc., a Delaware corporation, was organized on March
8, 1996. On May 1, 1996 CSW Power Marketing, Inc. was granted EWG status.
CSW Energy, Inc. holds 100% of the outstanding shares of CSW Power
Marketing, Inc.
(34)CSW Nevada, Inc., a Delaware corporation, was organized on June 29, 1993.
There were no assets or activity for CSW Nevada, Inc. in 1998. CSW Energy,
Inc. holds 100% of the outstanding shares of CSW Nevada, Inc.
(35)CSW Services International, Inc. , a Delaware corporation, was organized on
March 19,1997. CSW Services International, Inc. provides non-regulated
services to power producers. CSW Energy, Inc. holds 100% of the outstanding
shares of CSW Services, International, Inc.
(36)Diversified Energy Contractors Company, LLC, a Delaware limited liability
company, was organized on July 3, 1997. CSW Energy, Inc. holds a 90%
interest and is the managing member of Diversified Energy Contractors
Company, LLC.
(37)DECCO II LLC, a Delaware limited liability company, was organized on August
8, 1997. Diversified Energy Contractors Company, LLC holds 100% of the
outstanding shares of DECCO II LLC.
(38)Diversified Energy Contractors, L.P., a Delaware limited partnership, was
organized on August 8, 1997. Diversified Energy Contractors Company, LLC
holds a 1% general partnership interest and a 98.00% limited partnership
interest and DECCO II LLC holds a 1% limited partnership interest in
Diversified Energy Contractors, L.P.
(39)Industry and Energy Associates LLC, a Delaware limited liability company,
was organized on May 26, 1998. Diversified Energy Contractors Company, LLC
holds 100% of the membership interests of Industry and Energy Associates,
LLC.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(40)CSW Frontera GP I, Inc., a Delaware corporation, was organized on January
15, 1998, and holds a 100% interest in CSW Frontera GP II, Inc. CSW Energy,
Inc. holds 100% of the outstanding shares of CSW Frontera GP I, Inc. There
were no assets or activity for the company in 1998.
(41)CSW Frontera GP II, Inc., a Delaware corporation, was organized on January
15, 1998, and holds a 1% general partnership interest in Frontera Generation
Limited Partnership. CSW Frontera GP I, Inc. holds 100% of the outstanding
shares of CSW Frontera GP II, Inc.
(42)CSW Frontera LP I, Inc., a Delaware corporation, was organized on January
15, 1998, and holds a 100% interest in CSW Frontera LP II, Inc. CSW Energy,
Inc. holds 100% of the outstanding shares of CSW Frontera LP I, Inc.
(43)CSW Frontera LP II, Inc., a Delaware corporation, was organized on January
15, 1998, and holds a 99% limited partnership interest in Frontera General
Limited Partnership. CSW Frontera LP I, Inc. holds 100% of the outstanding
shares of CSW Frontera LP II, Inc.
(44)Frontera Generation Limited Partnership, a Delaware corporation, was
organized on January 16, 1998, to own the Frontera Project. CSW Frontera LP
II, Inc. holds a 99% limited partnership interest and CSW Frontera GP II,
Inc. holds a 1% general partnership interest.
(45)CSW Eastex GP I, Inc., a Delaware corporation, was organized on September
4, 1998, and holds a 100% interest in CSW Eastex GP II, Inc. CSW Energy,
Inc. holds 100% of the outstanding shares of CSW Eastex GP I, Inc. There
were no assets or activity for the company in 1998.
(46)CSW Eastex GP II, Inc., a Delaware corporation, was organized on September
4, 1998, and holds a 1% general partnership interest in Eastex Cogeneration
Limited Partnership. CSW Eastex GP I, Inc. holds 100% of the outstanding
shares of CSW Eastex GP II, Inc. There were no assets or activity for the
company in 1998.
(47)CSW Eastex LP I, Inc., a Delaware corporation, was organized on September
4, 1998, and holds a 100% interest in CSW Eastex LP II, Inc. CSW Energy,
Inc. holds 100% of the outstanding shares of CSW Eastex LP I, Inc. There
were no assets or activity for the company in 1998.
(48)CSW Eastex LP II, Inc., a Delaware corporation, was organized on September
4, 1998, and holds a 99% general partnership interest in Eastex Cogeneration
Limited Partnership. CSW Eastex LP I, Inc. holds 100% of the outstanding
shares of CSW Eastex LP II, Inc. There were no assets or activity for the
company in 1998.
(49)Eastex Cogeneration Limited Partnership, a Delaware limited partnership,
was organized on September 9, 1998, to own the Eastex Project. CSW Eastex LP
II, Inc. holds a 99% limited partnership interest and CSW Eastex GP II, Inc.
holds a 1% general partnership interest in Eastex Cogneration Limited
Partnership. There were no assets or activity for the company in 1998.
(50)Southwestern Electric Wholesale Company, a Delaware corporation, was
organized on April 13, 1998. There were no assets or activity for
Southwestern Electric Wholesale Company in 1998. CSW Energy, Inc. holds 100
% of the outstanding shares of Southwestern Electric Wholesale Company.
(51)CSW International, Inc., a Delaware corporation, was organized on November
9, 1994. CSW International, Inc., was organized to pursue power generation,
transmission, and distribution projects outside of the United States. CSW
holds 100% of the outstanding shares of CSW International, Inc.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(52)CSW International Two, Inc., a Delaware corporation, was organized on
November 2, 1995, and holds a 100% ownership interest in CSW UK Holdings.
CSW International, Inc. holds 100% of the outstanding shares of CSW
International Two, Inc.
(53)CSW UK Holdings, a private unlimited company with its registered office
situated in the United Kingdom, was incorporated on December 30, 1998. On
January 5, 1999, it became the ultimate UK holding company. CSW UK Finance
Company shares held by CSW International Two, Inc. were transferred to CSW
UK Holdings in exchange for the issue of shares in CSW UK Holdings.
(54)On January 5, 1999, ownership of CSWI Europe Limited and South Coast Power
Limited was transferred from CSW UK Finance Company to CSW UK Holdings.
(55)South Coast Power Limited, a company incorporated in England on August 17,
1990, owns the South Coast Power Project. CSWI Europe Limited holds a 50%
ownership interest in South Coast Power Limited.
(56)CSW UK Finance Company, a private unlimited company having share capital,
with its registered office situated in the United Kingdom, was incorporated
on December 17, 1996. As of December 31, 1998, CSW UK Finance Company held
93% of CSW Investments. CSW International Two, Inc. holds a 90% interest and
CSW International Three holds a 10% interest in CSW UK Finance Company.
(57)CSW Investments, a private unlimited company having share capital, was
formed on November 3, 1995, and holds 100% of SEEBOARD Group plc. CSW
Investments, a UK organized entity, was formed to carry on business as a
holding and investment company. As of December 31, 1998, CSW UK Finance
Company held a 93% interest and CSW International Three, Inc.
held a 7% interest in CSW Investments.
(58)SEEBOARD Group plc, a public company limited by shares, was incorporated on
April 18, 1996, with its registered office situated in the United Kingdom.
SEEBOARD Group plc owns 100% of SEEBOARD plc, a UK utility company. CSW
Investments holds 100% of the shares of SEEBOARD Group plc.
(59)SEEBOARD plc, which is registered in Crawley, West Sussex, England, is a
public company limited by shares and came into existence as a result of the
restructuring and subsequent privatization of the United Kingdom electricity
industry in 1990. SEEBOARD plc's primary regulated businesses are the
distribution and supply of electricity within its southeast England service
area. SEEBOARD plc is also involved in other activities, including
electrical contracting. SEEBOARD Group plc holds 100% of the shares of
SEEBOARD plc.
(60)CSW International Three, Inc., a Delaware corporation, was formed on
November 3, 1995 and holds a 10% ownership interest in CSW UK Finance
Company and a 7% ownership interest in CSW Investments. CSW International,
Inc. holds 100% of the shares of CSW International Three, Inc.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(61)CSW International (U.K.), Inc., a Delaware corporation, was formed on
September 14, 1995. CSW International, Inc. holds 100% of the outstanding
shares of CSW International (U.K.), Inc.
(62)Energia Internacional de CSW, S.A. de C.V., a Mexican variable capital
corporation, was organized on April 10, 1996 to acquire or participate in
the capital stock or patrimony of other civil or commercial operations. CSW
International, Inc. holds 99.99% of the outstanding shares of Energia
Internacional de CSW, S.A. de C.V.
(63)Aceltek, S. de R.L. de C.V., a Mexican limited liability partnership, was
organized in 1995 to act as a holding company for partnership interests.
Energia Internacional de CSW, S.A. de C.V. owns 49.99% of Aceltek, S. de
R.L. de C.V.
(64)Enertek, S.A. de C.V. , a Mexican variable capital corporation, was
organized in 1995. Aceltek, S. de R.L. de C.V. owns 99.89% of Enertek, S.A.
de C.V. with Energia Internacional de CSW, S.A. de C.V. holding an
additional 0.06% direct interest in Enertek, S.A. de C.V.
(65)Cinergy, S. de R.L. de C.V., a Mexican limited liability partnership, was
organized to act as a service company. Enertek, S.A. de C.V. owns 99.99% of
Cinergy, S. de R.L. de C.V.
(66)Servicios Corporativos Industriales del Noreste, S.A. de C.V., a Mexican
variable capital corporation, was organized to act as a service company.
Enertek, S.A. de C.V. owns 94.38% of Servicios Corporativos Industriales del
Noreste, S.A. de C.V., with Aceltek, S. de R.L. de C.V. holding an
additional small direct interest in Servicios Corporativos Industriales del
Noreste, S.A. de C.V.
(67)Servicios Industriales y Administrativos del Noreste, S. de R.L. de C.V., a
Mexican limited liability partnership, was organized to own and operate a
gas pipeline. Enertek, S.A. de C.V. owns 51.12% of Servicios Industriales y
Administrativos del Noreste, S.
de R.L. de C.V.
(68)CSW International, Inc. (Cayman), a Cayman Islands exempted company, was
duly organized under the laws of the Cayman Islands on July 7, 1995. CSW
International, Inc. holds 100% of the outstanding shares of CSW
International, Inc. (Cayman).
(69)CSW Vale L.L.C., a Cayman Islands exempted company, was duly organized
under the laws of the Cayman Islands on October 21, 1996. CSW International,
Inc. (Cayman) holds approximately 99% of the outstanding shares of CSW Vale
L.L.C., with CSW International, Inc. holding the remaining 1%.
(70)Empresa de Eletricidade Vale Paranapanema S.A. is a Brazilian distribution
utility company. CSW Vale L.L.C. holds 21.42% of the outstanding shares of
Vale's common stock and 100% of Vale's Series "B" preferred stock.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(71)CSW Power do Brasil Ltda., a Brazilian limited liability company, was
organized on July 22, 1997. CSW Vale L.L.C. holds approximately 99.9% of CSW
Power do Brazil Ltda. with CSW International, Inc. (Cayman) holding the
remaining 0.1%.
(72)Latin American Energy Holdings, Inc., a Delaware corporation, was organized
on August 22, 1997. Latin American Energy Holdings, Inc. holds a 10%
interest in Chile Energy Holdings L.L.C. and an insignificant interest in
several Chiliean companies. CSW International, Inc. holds 100% of all
outstanding shares of Latin American Energy Holdings, Inc.
(73)Chile Energy Holdings L.L.C., a Cayman Islands exempted company, was
organized on August 22, 1997. CSW International, Inc. holds 90% of all
outstanding shares of Chile Energy Holdings L.L.C. and Latin American
Energy Holdings, Inc. holds the remaining 10%.
(74)Inversiones Sol Energia Chile Limitada, a Chile exempted company, was
organized on December 9, 1998. Chile Energy Holdings L.L.C. holds 99.99% of
all outstanding shares of Inversiones Sol Energia Chile Limitada and Latin
American Energy Holdings, Inc. holds the remaining 0.01%.
(75)Sol Energia Holdings I, Limitada, a Chile exempted company, was organized
on August 29, 1997. Sol Energia Holdings I, Limitada holds 99.99% of all
outstanding shares of Sol Energia II Limitada. Chile Energy Holdings L.L.C.
holds 99.99% of all outstanding shares of Sol Energia Holdings I, Limitada
and Latin American Energy Holdings, Inc. holds the remaining 0.01%.
(76)Sol Energia Holdings II, Limitada, a Chile exempted company, was organized
on September 23, 1997. Sol Energia Holdings II, Limitada holds 99.99% of Sol
Energia, Limitada. Sol Energia Holdings I, Limitada holds 99.99% of all
outstanding shares of Sol Energia Holdings II, Limitada and Latin American
Energy Holdings, Inc. holds the remaining 0.01%.
(77)Sol Energia, Limitada, a Chile exempted company, was organized on October
8, 1997. Sol Energia, Limitada owns approximately 4.9% of a public Chilean
energy company. Sol Energia Holdings II, Limitada holds 99.99% of all
outstanding shares of Sol Energia, Limitada and Latin American Energy
Holdings, Inc. holds the remaining 0.01%.
(78)CSW International Energy Development Ltd., a private company limited by
shares, was incorporated on April 3, 1997 with its registered office
situated in Port Louis, Mauritius. CSW International, Inc. holds 100% of all
outstanding shares of CSW International Energy Development Ltd.
(79)Tenaska CSW International Ltd., a private company limited by shares, was
incorporated on April 3, 1997 with its registered office situated in Port
Louis , Mauritius. CSW International Energy Development Ltd. holds 50% of
the outstanding shares of Tenaska CSW International Ltd.
(80)Envirotherm, Inc., a Texas Corporation, was organized in 1982 to provide
engineering and consulting services. Enershop purchased 100% of the
outstanding shares of Envirotherm in September, 1997. There are no assets or
activities for Envirotherm in 1998.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(81)CSW Energy Services, Inc. (ESI), a Delaware Corporation, was organized on
September 24, 1997. ESI seeks to secure electricity supply business in
states which soon will permit retail competition. CSW Corporation owns 100%
of the outstanding shares of ESI.
<PAGE>
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS.
During 1998, all acquisitions or sales of utility assets were reported in a
certificate filed pursuant to Rule 24.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES.
During 1998 all System securities issued, sold, pledged, guaranteed or assumed
by any System company, were reported in a certificate filed pursuant to Rule 24.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES.
The following System securities were acquired, redeemed or retired by System
companies during 1998.
Extinguished (E) Commission
or Held for Authorization
Name of Issuer and Consideration Further or
Title of Issue (thousands) Disposition(D) Exemption
- -----------------------------------------------------------------------------
CPL
First Mortgage Bonds
Series J, 6 5/8%, due 1998 $28,000 E Rule 42
First Mortgage Bonds
Series L, 7.0%, due 2001 36,000 E Rule 42
PSO
First Mortgage Bonds
Series K, 7 1/4%, due 1999 25,000 E Rule 42
First Mortgage Bonds
Series L, 7 3/8%, due 2002 30,231 E Rule 42
SWEPCO
First Mortgage Bonds
Series 1976A, 6.2%, due 2006 145 E Rule 42
Preferred Stock
6.95% Subject to mandatory 27,988 E Rule 42
redemption
WTU
Preferred Stock
4.40% 2 E Rule 42
<PAGE>
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES.
(1). Aggregate number of investments in persons operating in the retail
service areas.
Carrying
General Description of Aggregate Value
Type
of "Persons Included" Number (thousands)
- -------------------------------------------------------------------
NONE
(2). For securities not included in (1) above, provide the following:
<TABLE>
<CAPTION>
% of Owners
Description Number Voting Book Value
Name of Issuer of Security of Shares Power (thousands) Nature of Issuer's Business
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PSO
The RIKA Companies
RIKA Management Company, Membership The RIKA Companies are
L.L.C. Units 50 4% $2,033 engaged in the development
and commercialization of
Universal Power Membership computer automation
Products Units 48 4% $0 technology for the
Company, L.L.C. electric power industry.
Automated Substation Membership
Development Co., L.L.C. Units 71 4% $0
RC Training, L.L.C. Membership
Units 48 4% $0
Nuvest, L.L.C. Membership Nuvest L.L.C. provides
Units 700 4.9% $1,462 staffing services for
electric utility power plants.
</TABLE>
<PAGE>
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES. (continued)
(2). For securities not included in (1) above, provide the following:
<TABLE>
<CAPTION>
% of Owners
Description Number Voting Book Value
Name of Issuer of Security of Shares Power (thousands) Nature of Issuer's Business
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PSO (continued)
Scientech, Inc. Class A, Services, systems, and
voting 70,000 3.5% $5,996 instruments, which describe,
common stock regulate, monitor, and
Class B, enhance the safety and
non-voting reliability of
common stock 642,000 N/A $0 electric utility power
plant operations and
and their environmental
Impacts.
Powerware Solutions, Inc. Preferred Municiple water,
Series A, 18,333 4.0% $1,172 electric optimization
voting software company.
Nonvoting 168,214 N/A $0
Utility Data Resources, Inc. Convertible Provides utility
Preferred outsourcing of large
Stock 7,500 N/A $2,301 customer time
nonvoting differentiated meter reading
and billing.
Common Stock
voting 17,500 4.5% $0
Nonvoting 252,500 N/A $0
AEMT, Inc. Preferred Manufactures and sells
Stock Series residential surge
1, protectors and power
Class A 250,000 N/A $285 quality devices for
nonvoting industrial customers.
</TABLE>
<PAGE>
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES. (continued)
(2). For securities not included in (1) above, provide the following:
<TABLE>
<CAPTION>
% of Owners
Description Number Voting Book Value
Name of Issuer of Security of Shares Power (thousands) Nature of Issuer's Business
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PSO (continued)
AEMT, Inc. Preferred Manufactures and sells
Stock Series residential surge
1 protectors and power
Class B 781,250 N/A $1,429 quality devices for
nonvoting industrial customers.
SEEBOARD plc
`
Electricity Pensions Common Stock 20,000 4.9% $33,200 Trustee Company.
Trustee Limited
ESN Holdings Limited Common Stock 104 4.9% $173 Trustee Company.
Preference
Shares 50,000 N/A $83,000
EA Technology Limited Preference
Shares 362,500 N/A $601,750 Research.
UK Data Collection Common Stock 155,000 8.4% $255 Data collection services.
Services Limited
COMM
Infinitec Communications Conv. Pref. 420,001 N/A $500,000 Local telecommunication
Series A services.
Infinitec Communications Conv. Pref. 714,286 N/A $850,000 Local telecommunication
Series B services.
</TABLE>
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I.
The positions of officers and directors of all System companies as of December
31, 1998 were as follows.
NAME AND ADDRESS POSITION
CENTRAL AND SOUTH WEST CORPORATION
Molly Shi Boren Norman, OK D
E. R. Brooks Dallas, TX D,CM,&CEO
Donald M. Carlton Austin, TX D
Lawrence B. Connors Dallas, TX C
T. J. Ellis Crawley, West Sussex, UK D
Glenn Files Dallas, TX SVP
Joe H. Foy Kerrville, TX D
T. M. Hagan Dallas, TX SVP
Wendy G. Hargus Dallas, TX T
William R. Howell Dallas, TX D
Robert W. Lawless Tulsa, OK D
Venita McCellon-Allen Dallas, TX SVP&AS
Stephen J. McDonnell Dallas, TX VP
Ferd. C. Meyer, Jr. Dallas, TX SVP&GC
James L. Powell Fort McKavett, TX D
Kenneth C. Raney, Jr. Dallas, TX VP,AGC&S
Glenn D. Rosilier Dallas, TX EVP&CFO
Richard L. Sandor Chicago, IL D
Thomas V. Shockley, III Dallas, TX D,P,&COO
Michael D. Smith Dallas, TX VP
CENTRAL POWER AND LIGHT COMPANY
John F. Brimberry Victoria, TX D
E. R. Brooks Dallas, TX D
Alice G. Crisp Corpus Christi, TX AS
R. Russell Davis Tulsa, OK C
Glenn Files Dallas, TX D
Ruben M. Garcia Laredo, TX D
Wendy G. Hargus Dallas, TX T
Alphonso R. Jackson Dallas, TX D
Nancy C. Johnson Corpus Christi, TX AS
Robert A. McAllen Weslaco, TX D
Pete J. Morales, Jr. Devine, TX D
H. Lee Richards Harlingen, TX D
J. Gonzalo Sandoval Corpus Christi, TX D&GM&P
Brenda J. Snider Corpus Christi, TX S
Jana P. Soward Tulsa, OK AT
Gerald E. Vaughn Corpus Christi, TX D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
PUBLIC SERVICE COMPANY OF OKLAHOMA
E. R. Brooks Dallas, TX D
Billye R. Beach Tulsa, OK AS
T. D. Churchwell Tulsa, OK D&P
Harry A. Clarke Afton, OK D
R. Russell Davis Tulsa, OK C
Glenn Files Dallas, TX D
Wendy G. Hargus Dallas, TX T
Lina P. Holm Tulsa, OK S
Paul K. Lackey, Jr. Oklahoma City, OK D
Paula Marshall-Chapman Tulsa, OK D
William R. McKamey Tulsa, OK D&GM
Jana P. Soward Tulsa, OK AT
Robert B. Taylor, Jr. Okmulgee, OK D
Louise Winsworth Tulsa, OK SA
ASH CREEK MINING COMPANY
T. D. Churchwell Tulsa, OK D
Kit Hill Tulsa, OK S&T
Lina P. Holm Tulsa, OK AS&AT
William R. McKamey Tulsa, OK D
E. Michael Williams Tulsa, OK P&D
Lori A. Wright Tulsa, OK CMPT
Robert L. Zemanek Tulsa, OK D,CM&CEO
Waldo J. Zerger, Jr. Tulsa, OK D
SOUTHWESTERN ELECTRIC POWER COMPANY
Karen C. Adams Shreveport, LA D&GM
E. R. Brooks Dallas, TX D
Judith W. Culver Shreveport, LA AS
R. Russell Davis Tulsa, OK C
James E. Davison Ruston, LA D
Glenn Files Dallas, TX D
Wendy G. Hargus Dallas, TX T
Dr. Fredrick E. Joyce Texarkana, TX D
Marilyn S. Kirkland Shreveport, LA S
John M. Lewis Fayetteville, AR D
Michael H. Madison Shreveport, LA D&P
William C. Peatross Shreveport, LA D
Maxine P. Sarpy Shreveport, LA D
Jana P. Soward Tulsa, OK AT
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
THE ARKLAHOMA CORPORATION
John W. Harbour, Jr. Oklahoma City, OK D&P
E. Bennie Daigle, Jr. New Orleans, LA D&VP
Preston Kissman Tulsa, OK D
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
Elizabeth D. Stephens Longview, TX D&VP
WEST TEXAS UTILITIES COMPANY
Jeff C. Broad Abilene, TX AS
E. R. Brooks Dallas, TX D
Paul J. Brower Abilene, TX D&GM&P
R. Russell Davis Tulsa, OK C
Glenn Files Dallas, TX D
Wendy G. Hargus Dallas, TX T
Alphonso Jackson Dallas, TX D
Tommy Morris Abilene, TX D
Martha Murray Abilene, TX S
Dian G. Owen Abilene, TX D
James M. Parker Abilene, TX D
Jana P. Soward Tulsa, OK AT
F. L. Stephens San Angelo, TX D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CENTRAL AND SOUTH WEST SERVICES, INC.
Richard H. Bremer (1) Dallas, TX P
E. R. Brooks Dallas, TX D,CH&CEO
T. D. Churchwell Tulsa, OK D
R. Russell Davis Tulsa, OK C
Terry D. Dennis Dallas, TX D
Leslie E. Dillahunty Dallas, TX VP
M. Bruce Evans Dallas, TX VP
Glenn Files Dallas, TX D
A. Dean Fuller Dallas, TX VP
T. M. Hagan Dallas, TX D&SVP
Wendy G. Hargus Dallas, TX T
Lana Hillebrand Dallas, TX VP
Preston Kissman Tulsa, OK VP
Alphonso Jackson Dallas, TX D,P
Michael D. Madison Shreveport, LA D
Mark Menezes Washington, DC VP
Venita McCellon-Allen Dallas, TX D,SVP&AS
Ferd. C. Meyer, Jr. Dallas, TX D
Kenneth C. Raney, Jr. Dallas, TX S
Mark Roberson Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
Jana P. Soward Tulsa, OK AT
Gerald E. Vaughn Corpus Christi, TX VP
Richard P. Verret (2) Dallas, TX P
E. Michael Williams Dallas, TX VP
Lori A. Wright Tulsa, OK AC
Waldo Zerger Tulsa, OK VP
Robert L. Zemanek (3) Dallas, TX P
(1) Mr. Bremer was President of Central and South West Services, Inc. -- Energy
Services until he resigned in 1999.
(2) Mr. Verret is President of Central and South West Services, Inc. --
Production.
(3) Mr. Zemanek is President of Central and South West Services, Inc. --
Energy Delivery.
<PAGE>
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 SVP
Lawrence B. Connors Dallas, TX C
Glenn Files Dallas, TX VP
Marla Fernadez New York, NY AC
Ira Finkelson New York, NY AS
Wendy G. Hargus Dallas, TX T
C. Jeffrey Knittle New York, NY SVP
Ferd. C. Meyer, Jr. Dallas, TX D,VP
Kenneth C. Raney, Jr. Dallas, TX S
Glenn D. Rosilier Dallas, TX D&P
Leo Sheer New York, NY AS
Thomas V. Shockley, III Dallas, TX D,VP
Jean B. Stein New York, NY SVP
Nikita Zdanow New York, NY D
CSW CREDIT, INC.
E. R. Brooks Dallas, TX D&CH
Lawrence B. Connors Dallas, TX C
Glenn Files Dallas, TX D
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX VP
Venita McCellon-Allen Dallas, TX D&AS
Larry McDowell Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Stacy Newman Corrie Dallas, TX T
Kenneth C. Raney, Jr. Dallas, TX S
Glenn D. Rosilier Dallas, TX D&P
Thomas V. Shockley, III Dallas, TX D
Jana P. Soward Dallas, TX AT
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
C3 COMMUNICATIONS, INC.
Michael L. Babin Austin, TX VP&MD
Richard H. Bremer (1) Dallas, TX D&P
E. R. Brooks Dallas, TX D
Lawrence B. Connors Dallas, TX C
Glenn Files Dallas, TX D
Grace Greenwell Austin, TX AS
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX T
Jim Heisey Austin, TX VP&GM
Venita McCellon-Allen Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Kenneth C. Raney, Jr. Dallas, TX S
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
Jana P. Soward Tulsa, OK AT
(1) Mr. Bremer resigned his position as Director and President in 1999.
CSWC SOUTHWEST HOLDINGS, INC.
Richard H. Bremer (2) Dallas, TX P
Michael L. Babin Austin, TX VP
Sam Barrett Austin, TX VP
Wendy G. Hargus Dallas, TX T
Jana P. Soward Tulsa, OK AT
Grace Greenwell Austin, TX S
(2) Mr. Bremer resigned his position as President in 1999.
CSWC TELECHOICE MANAGEMENT, INC.
Richard H. Bremer (3) Dallas, TX P
Michael L. Babin Austin, TX VP
Sam Barrett Austin, TX VP
Wendy G. Hargus Dallas, TX T
Jana P. Soward Tulsa, OK AT
Grace Greenwell Austin, TX S
(3) Mr. Bremer resigned his position as President in 1999.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSWC TELECHOICE, INC.
Richard H. Bremer (1) Dallas, TX P
Michael L. Babin Austin, TX VP
Sam Barrett Austin, TX VP
Wendy G. Hargus Dallas, TX T
Jana P. Soward Tulsa, OK AT
Grace Greenwell Austin, TX S
(1) Mr. Bremer resigned his position as President in 1999.
CSW ENERGY, INC.
Lee D. Atkins Dallas, TX VP
Sandra S. Bennett Dallas, TX C
E. R. Brooks Dallas, TX D&CM
Stacy Newman Corrie Dallas, TX AT
Terry D. Dennis Dallas, TX D,P&CEO
Glenn Files Dallas, TX D
Paul E. Graf Dallas, TX VP
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX T
Venita McCellon-Allen Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
F. W. Nickerson Dallas, TX VP
Kenneth C. Raney, Jr. Dallas, TX S
Glenn D. Rosilier Dallas, TX D
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&VCM
Stephen D. Wise Dallas, TX AT
CSW DEVELOPMENT-I, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Eddie D. Peebles (2) Dallas, TX C
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
(2) Mr. Peebles resigned as Controller in 1999.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
POLK POWER GP II, INC.
Lee D. Atkins Dallas, TX D
J.R. Cunningham Dallas, TX D&CEO
B. J. Curatola Houston, TX D
T. M. Milne Lakeland, FL CFO
Michael T. Moran Dallas, TX D&P
Philip T. Schnorbach Dallas, TX S
D.L. Siddall Houston, TX AS
A. Wade Smith Lakeland, FL GM
POLK POWER GP, INC.
Lee D. Atkins Dallas, TX D
J.R. Cunningham Dallas, TX D&CEO
B. J. Curatola Houston, TX D
T. M. Milne Lakeland, FL CFO
Michael T. Moran Dallas, TX D&P
Philip T. Schnorbach Dallas, TX S
D.L. Siddall Houston, TX AS
A. Wade Smith Lakeland, FL GM
ORANGE COGENERATION GP II, INC.
Lee D. Atkins Dallas, TX D
J.R. Cunningham Dallas, TX D&P
B. J. Curatola Houston, TX D
T. M. Milne Lakeland, FL CFO
Michael T. Moran Dallas, TX D&CEO
Philip T. Schnorbach Dallas, TX AS
D.L. Siddall Houston, TX S
A. Wade Smith Lakeland, FL GM
ORANGE COGENERATION G.P., INC.
Lee D. Atkins Dallas, TX D
J.R. Cunningham Dallas, TX D&P
B. J. Curatola Houston, TX D
T. M. Milne Lakeland, FL CFO
Michael T. Moran Dallas, TX D&CEO
Philip T. Schnorbach Dallas, TX AS
D.L. Siddall Houston, TX S
A. Wade Smith Lakeland, FL GM
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW MULBERRY II, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW MULBERRY, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
NOAH I POWER GP, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW ORANGE II, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW ORANGE, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
ORANGE COGEN FUNDING CORP.
Lee D. Atkins Dallas, TX D
J.R. Cunningham Houston, TX D&P
B. J. Curatola Houston, TX D
Michael T. Moran Dallas, TX D&CEO
Philip T. Schnorbach Dallas, TX S
D.L. Siddall Houston, TX AS
CSW DEVELOPMENT-II, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Eddie D. Peebles (1) Dallas, TX C
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
(1) Mr. Peebles resigned as Controller in 1999.
CSW FT. LUPTON, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
NEWGULF POWER VENTURE, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW SWEENY GP I, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
CSW SWEENY GP II, INC.
Lee D. Atkins Dallas, TX D&VP
Sandra S. Bennett Dallas, TX C
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW SWEENY LP I, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
CSW SWEENY LP II, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW DEVELOPMENT-3, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Eddie D. Peebles (1) Dallas,TX C
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
(1) Mr. Peebles resigned as Controller in 1999.
CSW NORTHWEST GP, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
CSW NORTHWEST LP, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
CSW POWER MARKETING, INC.
Terry D. Dennis Dallas, TX D,P&CEO
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX VP
Kenneth C. Raney, Jr. Dallas, TX S
Thomas V. Shockley, III Dallas, TX D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW NEVADA, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW SERVICES INTERNATIONAL, INC.
Lee D. Atkins Dallas, TX D&VP
Sandra S. Bennett Dallas, TX C
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Alphonso R. Jackson Dallas, TX D&VP
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
DIVERSIFIED ENERGY CONTRACTORS COMPANY, LLC
Lee D. Atkins Dallas, TX VP
Sandra S. Bennett Dallas, TX T
D.L. Butynski Mount Dora, FL P
Terry D. Dennis Dallas, TX CEO
Paul E. Graf Dallas, TX VP
Alphonso R. Jackson Dallas, TX VP
Michael T. Moran Dallas, TX VP
Philip T. Schnorbach Dallas, TX S
DECCO II LLC
Lee D. Atkins Dallas, TX VP
Sandra S. Bennett Dallas, TX VP
D.L. Butynski Mount Dora, FL P
Terry D. Dennis Dallas, TX CEO
Paul E. Graf Dallas, TX VP
Alphonso R. Jackson Dallas, TX VP
Michael T. Moran Dallas, TX VP
Philip T. Schnorbach Dallas, TX VP
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
INDUSTRY AND ENERGY ASSOCIATES LLC
Lee D. Atkins Dallas, TX VP
Sandra S. Bennett Dallas, TX T
D.L. Butynski Mount Dora, FL P
Terry D. Dennis Dallas, TX CEO
Paul E. Graf Dallas, TX VP
Michael T. Moran Dallas, TX VP
F. W. Nickerson Dallas, TX VP
K. B. Rogers Dallas, TX VP
Philip T. Schnorbach Dallas, TX S
CSW FRONTERA GP I, INC.
Lee D. Atkins Dallas, TX D,VP
Terry D. Dennis Dallas, TX D,P
Paul E. Graf Dallas, TX D,VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D,VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D,CM
CSW FRONTERA GP II, INC.
Lee D. Atkins Dallas, TX D,VP
Terry D. Dennis Dallas, TX D,P
Paul E. Graf Dallas, TX D,VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D,VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW FRONTERA LP I, INC.
Lee D. Atkins Dallas, TX D,VP
Terry D. Dennis Dallas, TX D,P
Paul E. Graf Dallas, TX D,VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D,VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D,CM
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW FRONTERA LP II, INC.
Lee D. Atkins Dallas, TX D,VP
Terry D. Dennis Dallas, Tx D,P
Paul E. Graf Dallas, TX D,VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D,VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW EASTEX GP I, INC.
Lee D. Atkins Dallas, TX D,VP
Sandra S. Bennett Dallas, TX C
Terry D. Dennis Dallas, TX D,P
Paul E. Graf Dallas, TX D,VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D,VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D,CM
CSW EASTEX GP II, INC.
Lee D. Atkins Dallas, TX D,VP
Sandra S. Bennett Dallas, TX C
Terry D. Dennis Dallas, TX D,P
Paul E. Graf Dallas, TX D,VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D,VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW EASTEX LP I, INC.
Lee D. Atkins Dallas, TX D,VP
Sandra S. Bennett Dallas, TX C
Terry D. Dennis Dallas, TX D,P
Paul E. Graf Dallas, TX D,VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D,VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D,CM
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW EASTEX LP II, INC.
Lee D. Atkins Dallas, TX D,VP
Sandra S. Bennett Dallas, TX C
Terry D. Dennis Dallas, TX D,P
Paul E. Graf Dallas, TX D,VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D,VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
SOUTHWESTERN ELECTRIC WHOLESALE COMPANY
Michael H. Madison Shreveport, LA D&P
Michael D. Smith Dallas, TX D,VP,S
Thomas V. Shockley, III Dallas, Tx D
CSW INTERNATIONAL, INC.
Lee D. Atkins Dallas, TX VP
Sandra S. Bennett Dallas, TX C
E. R. Brooks Dallas, TX D&CM
Stacy Newman Corrie Dallas, TX AT
Terry D. Dennis Dallas, TX D,P&CEO
Glenn Files Dallas, TX D
Paul E. Graf Dallas, TX VP
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX T
Venita McCellon-Allen Dallas, TX D
Steve McDonnell Dallas, TX VP
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
F. W. Nickerson Dallas, TX VP
Kenneth C. Raney, Jr. Dallas, TX S
Glenn D. Rosilier Dallas, TX D
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&VCM
Stephen D. Wise Dallas, TX AT
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW INTERNATIONAL TWO, INC.
Lee D. Atkins Dallas, TX VP
Sandra S. Bennett Dallas, TX C
E. R. Brooks Dallas, TX CM
Terry D. Dennis Dallas, TX P&CEO
Paul E. Graf Dallas, TX VP
Wendy G. Hargus Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX VP&GC
Michael T. Moran Dallas, TX VP
Kenneth C. Raney, Jr. Dallas, TX S
Glenn D. Rosilier Dallas, TX VP
Thomas V. Shockley, III Dallas, TX VCM
CSW UK HOLDINGS
T. J. Ellis Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
CSWI EUROPE LIMITED
Lee D. Atkins Dallas, TX VP
Sandra S. Bennett Dallas, TX C
Stacy Newman Corrie Dallas, TX AT
J. S. Croxford Crawley, West Sussex, UK D
Terry D. Dennis Dallas, TX P&CEO
P. E. Graf Dallas, TX VP,MD
Wendy G. Hargus Dallas, TX T
H. Cadoux-Hudson Crawley, West Sussex, UK D
M. T. Moran Dallas, TX VP,D&CM
P. T. Schnorbach Dallas, TX S
SOUTH COAST POWER LIMITED
Sheelagh Duffield Glasgow, UK S
P. E. Graf Dallas, TX D
Eddie Kolodziei, Jr. (alt.) Dallas, TX D
S. N. Matthews (alt.) Glasgow, UK D
B. McNaught Glasgow, UK D
M. T. Moran Dallas, TX D
K. L. Vowles Glasgow, UK D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW UK FINANCE COMPANY
T. J. Ellis Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
G. D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D&CM
CSW INVESTMENTS
T. J. Ellis Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK CFO
G. D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D&CM
SEEBOARD GROUP PLC
E. R. Brooks Dallas, TX D
T. J. Ellis Crawley, West Sussex, UK D&CM
J. D. Harper Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
Thomas V. Shockley, III Dallas, TX D
J. Weight Crawley, West Sussex, UK D
CSW UK LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. Tormey Crawley, West Sussex, UK D&S
SEEBOARD (GENERATION) LIMITED
T. J. Ellis Crawley, West Sussex, UK CM
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK D
MEDWAY POWER LIMITED
M. Armstrong Richmond, Surrey, UK CM
H. Cadoux-Hudson Crawley, West Sussex, UK D
C. J. Daniels Crawley, West Sussex, UK D
P. Dacey Maidenhead, Berkshire, UK D
J. Hart Maidenhead, Berkshire, UK D
J. Lowen Isle of Grain, Kent, UK S
J. McLaren Isle of Grain, Kent, UK D
B. Smith Maidenhead, Berkshire, UK D
J. Tame Crawley, West Sussex, UK D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SEEBOARD NATURAL GAS LIMITED
T. J. Ellis Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK D&S
M. J. Pavia Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK D
BEACON GAS LIMITED
M. J. Ambrose (1) London, UK D
R. A. Burrows London, UK S
R. W. Marks (1) London, UK D
M. J. Pavia Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK CM
(1)M. J. Ambrose and R. W. Marks resigned on January 28, 1999, when
A. Quinn and P. Mather were appointed.
SEEBOARD PLC
T. J. Ellis Crawley, West Sussex, UK D,CM&CEO
H. Cadoux-Hudson Crawley, West Sussex, UK C
M. A. Nagle Crawley, West Sussex, UK S&GC
M. J. Pavia Crawley, West Sussex, UK D&CFO
J. Weight Crawley, West Sussex, UK MD&COO
APPLIANCE PROTECT LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
DIRECT POWER LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
DIRECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
ELECTRICITY (UK) LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
ELECTRICITY 2000 LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
ENERGY EXPRESS LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
FIRST ELECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
FIRST GAS LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
GAS 2000 LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
HOME ELECTRICITY COMPANY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
HOME ENERGY COMPANY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
HOME GAS COMPANY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
HOME POWER COMPANY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
HORIZON NATURAL GAS LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
LIGHT & POWER (UK) LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
LONGFIELD INSURANCE COMPANY LIMITED
H. C. Arnold Douglas, Isle of Man, UK D
R. J. Jackson Crawley, West Sussex, UK D
M. A. G. Linck Douglas, Isle of Man, UK CM
M. J. Pavia Crawley, West Sussex, UK D
G. Stuart Douglas, Isle of Man, UK D
POWERCARE LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
PREMIER ELECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
PREMIER UTILITIES LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SEEB LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SEEBOARD EMPLOYMENT SERVICES LIMITED
T. J. Ellis Crawley, West Sussex, UK D&CM
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SEEBOARD INSURANCE COMPANY LIMITED
H. C. Arnold Douglas, Isle of Man, UK D
M. A. G. Linck Douglas, Isle of Man, UK CM
M. A. Nagle Crawley, West Sussex, UK D
M. J. Pavia Crawley, West Sussex, UK D
G. Stuart Douglas, Isle of Man, UK D
SEEBOARD FINAL SALARY PENSION PLAN TRUSTEE COMPANY LIMITED
C. A. L. Blazeby Crawley, West Sussex, UK CM
V. Campbell-Barr Crawley, West Sussex, UK D
R. J. Jackson Crawley, West Sussex, UK D&S
M. J. Pavia Crawley, West Sussex, UK D
SEEBOARD INTERNATIONAL LIMITED
J. Croxford Crawley, West Sussex, UK D
A. J. K. Goodwin Crawley, West Sussex, UK D
E. Kolodziej, Jr. Dallas, TX D
M. A. Nagle Crawley, West Sussex, UK D&S
SEEBOARD PENSION INVESTMENT PLAN TRUSTEE COMPANY LIMITED
C. A. L. Blazeby Crawley, West Sussex, UK CM
R. J. Jackson Crawley, West Sussex, UK D&S
M. J. Pavia Crawley, West Sussex, UK D
SEEBOARD SHARE SCHEME TRUSTEES LIMITED
M. A. Nagle Crawley, West Sussex, UK D&S
M. J. Pavia Crawley, West Sussex, UK D
SEEBOARD TRADING LIMITED
T. J. Ellis Crawley, West Sussex, UK D&CM
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK D
SEEPOWER LIMITED
T. J. Ellis Crawley, West Sussex, UK D&CM
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
METERPOINT LIMITED
D. J. Carruthers London, UK D
D. G. Cowden London, UK D
A. P. Munson London, UK S
R. A. Page Crawley, West Sussex, UK D&CM
P. J. Sutton Crawley, West Sussex, UK D
POWER ASSET DEVELOPMENT COMPANY LIMITED
S. R. Burgin Stone, Staffordshire, UK D
M. A. Nagle Crawley, West Sussex, UK S
A. L. P. Rabin London, UK D
R. J. Roberts Crawley, West Sussex, UK D&CM
SEEBOARD POWERLINK LIMITED
J. L. Cohen London, UK D
T. J. Gregory Stone, Staffordshire, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK D&CM
SELECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SOUTH EASTERN ELECTRICITY BOARD LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SOUTH EASTERN ELECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SOUTH EASTERN SERVICES LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SOUTH EASTERN UTILITIES LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SOUTHERN GAS LIMITED
P. S. Hofman Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK CM
TORCH NATURAL GAS LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
UK ELECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
UK LIGHT AND POWER LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
CSW INTERNATIONAL THREE, INC.
Lee D. Atkins Dallas, TX VP
Sandra S. Bennett Dallas, TX C
E. R. Brooks Dallas, TX CM
Terry D. Dennis Dallas, TX P&CEO
Paul E. Graf Dallas, TX VP
Wendy G. Hargus Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX VP&GC
Michael T. Moran Dallas, TX VP
Kenneth C. Raney, Jr. Dallas, TX S
Glenn D. Rosilier Dallas, TX VP
Thomas V. Shockley, III Dallas, TX VCM
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW INTERNATIONAL (U.K), INC.
Lee D. Atkins Dallas, TX VP
Sandra S. Bennett Dallas, TX C
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX VP
Wendy G. Hargus Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Kenneth C. Raney, Jr. Dallas, TX S
Glenn D. Rosilier Dallas, TX D&VP
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&VCM
ENERGIA INTERNACIONAL DE CSW, S.A. DE C.V.
Terry D. Dennis Dallas, TX D&S
Paul E. Graf Dallas, TX D&T
Michael T. Moran Dallas, TX D
Thomas V. Shockley, III Dallas, TX D&P
ACELTEK, S. DE R.L. DE C.V.
Paul E. Graf Dallas, TX D
Alternate: Shariar Shabba Dallas, TX Alternate D
Michael T. Moran Dallas, TX D
Alternate: J. Emberger Dallas, TX Alternate D
Alejandro Moreno Monterrey, Mexico D
Alternate: Sergio Olaiz Monterrey, Mexico Alternate D
Rafael Ojeda Monterrey, Mexico D&S
Alternate: Arturo Gutierrez Monterrey, Mexico Alternate: D&S
Juan Luis San Jose Monterrey, Mexico D
Alternate: Ramiro Garcia Monterrey, Mexico Alternate D
Jose de Jesus Valdez Monterrey, Mexico D
Alternate: Nelson Arizmendi Monterrey, Mexico Alternate D
ENERTEK, S.A. DE C.V.
Paul E. Graf Dallas, TX D
Alternate: Shariar Shabba Dallas, TX Alternate D
Michael T. Moran Dallas, TX D
Alternate: J. Emberger Dallas, TX Alternate D
Alejandro Moreno Monterrey, Mexico D
Alternate: Sergio Olaiz Monterrey, Mexico Alternate D
Rafael Ojeda Monterrey, Mexico D&S
Alternate: Arturo Gutierrez Monterrey, Mexico Alternate: D&S
Juan Luis San Jose Monterrey, Mexico D
Alternate: Ramiro Garcia Monterrey, Mexico Alternate D
Jose de Jesus Valdez Monterrey, Mexico D
Alternate: Nelson Arizmendi Monterrey, Mexico Alternate D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CINERGY, S. DE R.L. DE C.V.
Officers and directors unavailable.
SERVICIOS CORPORATIVOS INDUSTRIALES DEL NORESTE, S.A. DE C.V.
Officers and directors unavailable.
SERVICIOS INDUSTRIALES Y ADMINISTRATIVOS DEL NORESTE, S. DE R.L. DE C.V.
Officers and directors unavailable.
CSW INTERNATIONAL, INC. (CAYMAN)
Lee D. Atkins Dallas, TX VP
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX VP
Wendy G. Hargus Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles (1) Dallas, TX C
Kenneth C. Raney, Jr. Dallas, TX S
Glenn D. Rosilier Dallas, TX D&VP
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&VCM
(1) Mr. Peebles resigned as Controller in 1999.
CSW VALE L.L.C. (CAYMAN)
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Alphonso R. Jackson Dallas, TX D&VP
Michael T. Moran Dallas, TX D&VP
Eddie D. Peebles (2) Dallas, TX T
Philip T. Schnorbach Dallas, TX S
(2) Mr. Peebles resigned as Controller in 1999.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
EMPRESA DE ELECTRICIDADE VALE DE PARANAPANEMA S.A.
Alberto Jose Rodrigues Alves Sao Paulo, Brazil D
Sebastiao Bimbati Sao Paulo, Brazil T
Gilberto Carlos Moreno Sao Paulo, Brazil D
Fernando Artigas Girogi Sao Paulo, Brazil D
Jose Alberto Artigas Giorgi Sao Paulo, Brazil D
Jose Giorgi Junior Sao Paulo, Brazil D&CM
Natal Mauri Sao Paulo, Brazil D
Carlos Padovan Sao Paulo, Brazil D
Laudo Vota Brancato Sao Paulo, Brazil D
Jorge Queiroz de Moraes, Junior Sao Paulo, Brazil D,P
Joao Carlos Rela Sao Paulo, Brazil D
LATIN AMERICAN ENERGY HOLDINGS, INC.
Lee D. Atkins Dallas, TX D & VP
Sandra S. Bennett Dallas, TX C
Terry D. Dennis Dallas, TX D,P & CEO
Paul E. Graf Dallas, TX D & VP
Wendy G. Hargus Dallas, TX T
Alphonso R. Jackson Dallas, TX D & VP
Michael T. Moran Dallas, TX D & VP
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CHILE ENERGY HOLDINGS L.L.C. (CAYMAN)
Lee D. Atkins Dallas, TX D & VP
Sandra S. Bennett Dallas, TX C
Terry D. Dennis Dallas, TX D & P
Paul E. Graf Dallas, TX D & VP
Wendy G. Hargus Dallas, TX T
Alphonso R. Jackson Dallas, TX D & VP
Michael T. Moran Dallas, TX D & VP
Philip T. Schnorbach Dallas, TX S
CSW INTERNATIONAL ENERGY DEVELOPMENT, LTD.
P. Dinan Port Louis, Mauritius D
Paul E. Graf Dallas, TX D
U.K. Gujadhur Port Louis, Mauritius D
T.K. Light Dallas, TX D
Michael T. Moran Dallas, TX D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
TENASKA CSW INTERNATIONAL, LTD.
P. Dinan Port Louis, Mauritius D
Paul E. Graf Dallas, TX D
U.K. Gujadhur Port Louis, Mauritius D
Michael T. Moran Dallas, TX D
P.G. Smith Omaha, NE D
R.R. Tanner Omaha, NE D
ENERSHOP INC.
Richard H. Bremer (1) Dallas, TX D&P
E. R. Brooks Dallas, TX D
Lawrence B. Connors Dallas, TX C
Glenn Files Dallas, TX D
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX T
Venita McCellon-Allen Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Mike Montgomery Dallas, TX MD
David J. Pickles Dallas, TX AS
Kenneth C. Raney, Jr. Dallas, TX S
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
Jana P. Soward Tulsa, OK AT
(1) Mr. Bremer resigned his positions as Director and President in 1999.
CSW ENERGY SERVICES, INC.
Robert C. Bellemare Tulsa, OK MD
Richard H. Bremer (2) Dallas, TX D,P
Shirley Briones Tulsa, OK AS
Glenn Files Dallas, TX D
Wendy G. Hargus Dallas, TX T
Kenneth C. Raney, Jr. Dallas, Tx S
Thomas V. Shockley, III Dallas, TX D
Jana P. Soward Tulsa, OK AT
(2) Mr. Bremer resigned his positions as Director and President in 1999.
<PAGE>
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
AS -- Assistant Secretary
AT -- Assistant Treasurer
C -- Controller
CEO -- Chief Executive Officer
CFO -- Chief Financial Officer
CM -- Chairman
CMPT -- Comptroller
COO -- Chief Operating Officer
D -- Director
DCS -- Director, Customer Services
EVP -- Executive Vice President
GC -- General Counsel
GM -- General Manager
MD -- Managing Director
P -- President
S -- Secretary
SA -- Service Agent
SVP -- Senior Vice President
T -- Treasurer
VP -- Vice President
VCM -- Vice Chairman
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - Part II.
Financial Connections - The following is a list, as of December 31, 1998, 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
Held in Applicable
Name of Officer Name and Location of Financial Financial Exemption
or Director Institution Institution Rules
(1) (2) (3) (4)
- --------------------------------------------------------------------------------
CENTRAL AND SOUTH WEST CORPORATION
Robert W. Lawless Salomon Brothers Fund, New York, NY Director Rule 70 (b)
Salomon Brothers Capital Fund, New
York, NY Director Rule 70 (b)
Salomon Brothers Investors Fund, New
York, NY Director Rule 70 (b)
James L. Powell Southwest Bancorp of Sanderson,
Sanderson, TX Director Rule 70 (a)
First National Bank, Mertzon, TX Advisory Rule 70 (a)
Director
CENTRAL POWER AND LIGHT COMPANY
Pete Morales, Jr. The Bank of Texas, Devine, TX Director Rule 70 (c)
PUBLIC SERVICE COMPANY OF OKLAHOMA
Paul K. Lackey, Bank South, Tulsa, OK Director Rule 70 (c)
Jr.
SOUTHWESTERN ELECTRIC POWER COMPANY
James E. Davison Bank One, Louisiana, Baton Rouge, LA Director Rule 70(c)
Dr. Frederick E. New Boston Bank Shares, New Boston, TX Director Rule 70 (c)
Joyce Century Bank, New Boston, TX Director Rule 70 (c)
John M. Lewis The Bank of Fayetteville, Director Rule 70 (c)
Fayetteville, AR
William C. Deposit Guaranty Bank, Shreveport, LA Director Rule 70 (c)
Peatross
WEST TEXAS UTILITIES COMPANY
Dian G. Owen First Financial Bankshares, Inc., Director Rule 70 (c)
Abilene, TX
First National Bank of Abilene, Director Rule 70 (c)
Abilene, TX
James M. Parker First Financial Bankshares, Inc., Director Rule 70 (c)
Abilene, TX
First National Bank of Abilene, Director Rule 70 (c)
Abilene, TX
F. L. Stephens First Financial Bankshares, Inc. Director Rule 70 (c)
Abilene, TX Director Rule 70 (c)
San Angelo National Bank, San Angelo,
TX
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - Part III.
(a) and (b) Directors' and Executive Officers' Compensation and Security
Interests.
Information concerning compensation and interests in system securities is set
forth on Exhibit F-1 to this Form U5S and is incorporated herein by reference.
(c) Directors' and Executive Officers' Contracts and Transactions with System
Companies.
None.
(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 Exhibit F-1 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 Federal
Insurance Company, Warren, New Jersey; Associated Electric & Gas Insurance
Services, Ltd. Hamilton, Bermuda; Energy Insurance Mutual, Ltd.,Tampa, Florida;
A.C.E. Insurance Company, Ltd., Hamilton, Bermuda; Starr Excess Liability
Insurance Company, Ltd., Hamilton, Bermuda; and X. L. Insurance Company, Ltd.,
Hamilton, Bermuda. All policies are for the period April 27, 1998 to April 27,
1999. The Corporation has entered into a standard form of indemnity agreement
with each of its directors and officers.
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS.
(1)CSW and several of its subsidiaries have established political action
committees and have incurred, in accordance with the provisions of the
Federal Election Campaign Act, certain costs for the administration of such
committees.
(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 1998:
<TABLE>
<CAPTION>
Name of
Company Name of Recipient of Beneficiary Purpose Account Charged Amount
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CPL Less than $10,000 - 56 Beneficiaries Area Development Inc Ded: A & G. Expense $50,386
Laredo Chamber of Commerce Civic Activities Inc Ded: A & G. Expense 21,150
PSO Less than $10,000 - 4 Beneficiaries Area Development Inc Ded, Dist; Cust Svc; A&G Exp 6,320
Less than $10,000 - 97 Beneficiaries Civic Activities Inc Ded, Dist; Cust Svc; A&G Exp 84,553
Clinton Chamber of Commerce Civic Activity Inc Ded, Dist; Cust Svc; A&G Exp 34,096
Tulsa Chamber of Commerce Civic Activity Inc Ded, Dist; Cust Svc; A&G Exp 30,000
Oklahoma State Chamber of Commerce Civic Activity Inc Ded, Dist; Cust Svc; A&G Exp 56,889
Lawton Chamber of Commerce Civic Activity Inc Ded, Dist; Cust Svc; A&G Exp 12,954
SWEPCO Less than $10,000 - 61 Beneficiaries Civic Activity Inc Ded, Dist; Cust Svc; A&G Exp 56,025
Shreveport Chamber of Commerce Civic Activity Inc Ded; Cust Svc; A&G Expense 66,050
WTU Less than $10,000 - 52 Beneficiaries Area Development Inc Ded; Dist, Cust Svc; A&G Exp 25,678
</TABLE>
<PAGE>
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 1998.
The electric subsidiary companies have contracts with CSW Credit, Inc. for the
sale of accounts receivable which were in effect at year-end 1998.
Serving Receiving Date of
Company Company Compensation Contracts
CPL CREDIT $12,787,962 1/02/91
PSO CREDIT 7,663,746 1/02/91
SWEPCO CREDIT 9,052,458 1/02/91
WTU CREDIT 3,746,146 1/02/91
-----------
$33,250,312
-----------
Part II. The System companies had no contracts to purchase services or goods
during 1998 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.
NONE. NOTE: On April 21, 1998, the participants of the Risk
Management Trust (RMT) agreed to dissolve the RMT.
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
Part I - Foreign Utility Company
SEEBOARD plc
(a)Company, Location, Business Address
SEEBOARD plc
Forest Gate, Brighton Road
Crawley, West Sussex RH11 9BH
(b)Identify type and amount of capital invested:
Identify any debt or financial obligation with recourse to CSW or subs:
Identify any guarantee of a security of the EWG or FUCO by CSW:
Identify any transfer of assets, FMV of asset at time of transfer, book
value and sales price of transferred asset:
During 1996, an indirect wholly owned subsidiary of CSW acquired 100% control
of the outstanding share capital of SEEBOARD, a regional electricity company
in the United Kingdom, for an aggregate adjusted purchase price of
approximately $2.1 billion.
As of December 31, 1998, CSW had contributed approximately $829 million of
the purchase price for the acquisition of SEEBOARD shares. Those funds, which
were initially obtained through borrowings under the CSW Credit Agreement,
have since been repaid by using the $398 million net proceeds from CSW's
February 1996 common stock offering and $431 million of the proceeds from the
1996 sale of Transok, a CSW subsidiary.
Additional acquisition funds were obtained from capital contributions and
loans made to CSW (UK) plc (which has been replaced by SEEBOARD Group plc) by
its sole shareholder, CSW Investments, which arranged the CSW Investments
Credit Facility for that purpose. During the second half of 1996, borrowings
under the CSW Investments Credit Facility were refinanced through several
different transactions.
As of December 31, 1998, the amount of debt outstanding related to the
purchase of SEEBOARD shares was approximately $1.1 billion. Neither CSW nor
CSWI, the indirect parent of CSW Investments and SEEBOARD Group plc, has
guaranteed or is otherwise subject to recourse for such amounts borrowed.
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. (continued)
Part I - Foreign Utility Company (cont.)
(c) Ratio of debt to common equity and earnings of the company at end
of reporting period:
The following reported items are for the consolidated SEEBOARD Group
(SEEBOARD plc, SEEBOARD Group plc, CSW Investments, CSW Finance Company, CSW
UK Holdings, CSW International Two and CSW International Three).
December 31, 1998 (millions)
Ratio 1.2:1
Debt $1,132
Equity $944
1998 consolidated income from the SEEBOARD Group (as defined above) was
$116.6 million.
(d) Identify any service, sales or construction contracts with CSW or subs:
None.
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. (continued)
Part I - Foreign Utility Company
Empresa de Eletricidade Vale Paranapanema S. A.
(a)Company, Location, Business Address:
Empresa de Eletricidade Vale Paranapanema S.A.
Avenida Paulista, No. 2439, 5th floor
Sao Paulo, Sao Paulo
Brazil
(b)Identify type and amount of capital invested:
Identify any debt or financial obligation with recourse to CSW or subs:
Identify any guarantee of a security of the EWG or FUCO by CSW:
Identify any transfer of assets, FMV of asset at time of transfer, book
value and sales price of transferred asset:
Through December 31, 1998, CSW Vale L.L.C. held 21,498,447 shares (21.42%)
of the common stock and 50,167,596 shares (100%) of the Series "B"
preferred stock of Empresa de Eletricidade Vale Paranapanema S.A. for a
total investment of $80,050,515. During 1998, CSW Vale L.L.C. invested an
additional $100 million in convertible debt issued by Empresa de
Eletricidade Vale Panapanema S. A.
(c)Ratio of debt to common equity and earnings of the company at end of
reporting period:
The following reported items are for CSW International, Inc. consolidated
(CSW International, Inc., CSW International, Inc. (Cayman) and CSW Vale
L.L.C. as it relates to the Vale acquisition.
December 31, 1998 (unaudited)
Ratio 1:1
Debt $99,779,209
Equity $92,758,750
1998 consolidated income from CSW International, Inc. (as defined above)
was R$12.4 million.
(d)Identify any service, sales or construction contracts with CSW or subs:
None
Note: R = Reals
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. (continued)
Part I - Foreign Utility Company (cont.)
Enertek, S. A. de C.V.
(a)Company, Location, Business Address:
Enertek, S. A. de C. V.
Avenida Gomez Morin IIII-C
Garza Garcia, Nuevo Leon
CP 66254
Mexico
(b) Identify type and amount of capital invested:
Identify any debt or financial obligation with recourse to CSW or subs:
Identify any guarantee of a security of the EWG or FUCO by CSW:
Identify any transfer of assets, FMV of asset at time of transfer, book
value and sales price of transferred asset:
Enertek is a special purpose company formed to own a natural gas fired
co-generation plant to be located near the city of Altamira, Tamaulipas,
Mexico. As of December 31, 1998, CSW International, Inc. had made
construction loans of $30,714,000 to Enertek, S.A. de C.V.
(c) Ratio of debt to common equity and earnings of the company at end of
reporting period:
December 31, 1998 (unaudited)
Ratio 4.8:1
Debt NP$608,484,460
Equity NP$126,888,600
1998 income from Enertek was $1.6 million.
(d) Identify any service, sales or construction contracts with CSW or subs:
None
Note: NP = Nuevo Pesos
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. (continued)
Part I - Exempt Wholesale Generators
(a)Company, Location, Business Address:
CSW Development-3, Inc.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CSW Northwest GP, Inc.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CSW Northwest LP, Inc.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Frontera Generation Limited Partnership
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Newgulf Power Venture, Inc.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(b) Identify type and amount of capital invested:
Identify any debt or financial obligation with recourse to CSW or subs:
Identify any guarantee of a security of the EWG or FUCO by CSW:
Identify any transfer of assets, FMV of asset at time of transfer, book
value and sales price of transferred asset:
CSW Northwest EWGs and CSW Development-3, Inc. are inactive at this time and
no capital has been invested in them. It is anticipated that these entities
will participate in joint development of energy projects in the Pacific
Northwest.
CSWE, the ultimate parent company of the aforementioned EWGs, has loaned
funds to a nonaffiliated party for development of EWG projects. At December
31, 1998, such loans totaled approximately $3.3 million.
Frontera Generation Limited Partnership was organized on January 16, 1998 to
own the Frontera energy project. The facility is under construction and not
yet operational. At December 31, 1998, approximately $80.4 million had been
invested.
Newgulf Power Venture, Inc. was organized on October 13, 1994 to own the
Texas Gulf energy project. At December 31, 1998, the capital invested in this
EWG, including funds used for the modification, maintenance and repair
required for recommissioning the plant, totaled approximately $16.8 million.
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. (continued)
Part I - Exempt Wholesale Generators
(c) Ratio of debt to common equity and earnings of the company at end of
reporting period:
Newgulf Power Venture, Inc.
December 31, 1998 (unaudited)
Ratio .80:1
Debt $7,254,196
Equity $9,218,187
1998 income from the Newgulf Power Venture, Inc. was ($779,000).
(d) Identify any service, sales or construction contracts with CSW or subs:
None.
Part II Organizational Chart
Foreign Utility Company - see Exhibit H.
Exempt Wholesale Generators - See Exhibit H.
Part III CSW's aggregate investment in EWG's and FUCO's respectively:
The ratio of CSW's aggregate investment in EWGs and FUCOs to the
aggregate Capital investment of CSW's domestic public-utility subs:
Foreign Utility Companies: the aggregate investment in FUCOs as of
December 31, 1998 was approximately $835 million.
Exempt Wholesale Generators: the aggregate investments (including loans to
nonaffiliated party) as of December 31, 1998 was approximately $65 million.
Ratio of Aggregate Investment to Aggregate Capital Investment* at December
31, 1998: 50%.
* Defined as the average of CSW's reported consolidated retained earnings for
each of the most recent four quarters as of December 31, 1998.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS.
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
Page
REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS 62 - 63
CONSOLIDATING FINANCIAL STATEMENTS
Central and South West Corporation and Subsidiary Companies
Consolidating Statement of Income for the year ended
December 31, 1998 64
Consolidating Balance Sheet as of December 31, 1998 65 - 66
Consolidating Statement of Cash Flows for the year
ended December 31, 1998 67
Consolidating Statement of Stockholders' Equity for
the year ended December 31, 1998 68
Pursuant to Exhibit A, the combined annual report on Form 10-K for the year
ended December 31, 1998, for CSW, CPL, PSO, SWEPCO and WTU is incorporated
herein by reference.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
Page
CSW Energy, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1998 69
Consolidating Balance Sheet as of December 31, 1998 70 - 71
Statement of Cash Flows for the year ended December 31, 1998 72
Consolidating Statement of Stockholders' Equity for the year
ended December 31, 1998 73
CSW International, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1998 74
Consolidating Balance Sheet as of December 31, 1998 75 - 76
Consolidating Statement of Cash Flows for the year ended
December 31, 1998 77
Consolidating Statement of Stockholders' Equity for the
year ended December 31, 1998 78
C3 Communications, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1998 79
Consolidating Balance Sheet as of December 31, 1998 80 - 81
Consolidating Statement of Cash Flows for the year
ended December 31, 1998 82
Consolidating Statement of Stockholders' Equity for the
year ended December 31, 1998 83
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Central and South West Corporation:
We have audited the consolidated balance sheets of Central and South West
Corporation (a Delaware corporation) and subsidiary companies as of December 31,
1998 and 1997, and the related consolidated statements of income, stockholders'
equity and cash flows, for each of the three years ended December 31, 1998,
incorporated by reference herein. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits. We did not audit
the financial statements of CSW UK Finance Company (1998 and 1997 - which
includes CSW Investments) and CSW Investments (1996), which statements reflect
total assets and total revenues of 22 percent and 32 percent in 1998, 22 percent
and 35 percent in 1997, and 36 percent of total revenues in 1996, respectively,
of the consolidated totals. Those statements were audited by other auditors
whose reports have been furnished to us and our opinion, insofar as it relates
to the amounts included for those entities, is based solely on the reports of
the other auditors.
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 and the reports of other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Central and South West Corporation and subsidiary
companies as of December 31, 1998 and 1997, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the three
years ended December 31, 1998, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The consolidating schedules
of Central and South West Corporation and subsidiaries 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 audits of the basic consolidated financial statements
and, in our opinion, based on our audits and the report of other auditors, are
fairly stated in all material respects in relation to the basic consolidated
financial statements taken as a whole.
Arthur Andersen LLP
Dallas, Texas
February 12, 1999
<PAGE>
AUDITOR'S REPORT TO THE MEMBERS OF CSW UK FINANCE COMPANY
We have audited the consolidated balance sheets of CSW UK Finance Company and
subsidiaries as of 31 December 1998 and the related consolidated statement of
earnings, statements of cash flows and statement of retained earnings for the
year then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
in the United States. 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 in 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 CSW UK Finance
Company and subsidiaries at 31 December 1998 and the results of their operations
and cash flows for the year then ended in conformity with generally accepted
accounting principles in the United Kingdom.
Generally accepted accounting principles in the United Kingdom vary in certain
significant respects from generally accepted accounting principles in the United
States. Application of generally accepted accounting principles in the United
States would have affected results of operations and shareholders' equity as of
and for the year ended 31 December 1998 to the extent summarised in the notes to
the consolidated financial statements.
Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements of CSW UK Finance Company and subsidiaries
taken as a whole. The consolidating schedules of CSW UK Finance Company and
subsidiaries under the column headed SEEBOARD in Item 10 are presented under US
generally accepted accounting principles for purposes of complying with the US
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. The column headed SEEBOARD in the
consolidating schedules has been subjected to the auditing procedures applied in
our audit of the basic consolidated financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic consolidated
statements taken as a whole.
KPMG Audit Plc London
Chartered Accountants 30 April 1999
Registered Auditor
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
ELIM.
CSW RCLS&
CON CPL PSO SWP WTU CORP CSWS C3* CSWL CREDIT CSWE* CSWI* ENERSHOP ESI RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES 5,482 1,406 780 953 425 0 0 20 1 85 136 1,777 8 1 (110)
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,301 426 367 407 171 0 3 0 0 0 0 0 0 0 (73)
UK cost of sales 1,204 0 0 0 0 0 0 0 0 0 0 1,204 0 0 0
Other operating expense 1,029 260 109 141 89 35 196 29 0 23 110 265 15 10 (253)
Maintenance 169 64 37 51 17 0 21 0 0 0 0 0 0 0 (21)
Depreciation and amortization 521 185 73 98 43 0 10 5 0 0 11 95 1 0 0
Taxes, other than income 189 71 30 57 25 2 8 1 0 1 3 0 0 0 (9)
Income taxes 203 117 49 48 21 (21) 2 (7) 0 6 2 (8) (3) (3) 0
TOTAL OPERATING EXPENSES
AND TAXES 4,616 1,123 665 802 366 16 240 28 0 30 126 1,556 13 7 (356)
OPERATING INCOME 866 283 115 151 59 (16) (240) (8) 1 55 10 221 (5) (6) 246
OTHER INCOME AND (DEDUCTIONS) 42 1 0 2 3 511 245 12 0 0 26 26 1 (1) (784)
INCOME BEFORE INTEREST AND OTHER
CHARGES 908 284 115 153 62 495 5 4 1 55 36 247 (4) (7) (538)
INTEREST AND OTHER CHARGES
Interest on long-term debt 311 93 29 39 20 0 1 0 0 0 15 114 0 0 0
Preferred dividend requirements
of subs 8 0 0 0 0 0 0 0 0 0 0 0 0 0 8
Loss on reacquired preferred
stock 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0
Interest on short-term debt
and other 148 29 9 15 4 55 4 4 0 43 19 19 1 0 (54)
TOTAL INTEREST CHARGES 468 122 38 55 24 55 5 4 0 43 34 133 1 0 (46)
INCOME BEFORE EXTRAORDINARY
ITEM 440 162 77 98 38 440 0 0 1 12 2 114 (5) (7) (492)
Extraordinary Item - UK
windfall profits tax 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Preferred Stock Dividends 0 7 0 1 0 0 0 0 0 0 0 0 0 0 (8)
NET INCOME FOR COMMON STOCK 440 155 77 97 38 440 0 0 1 12 2 114 (5) (7) (484)
EARNINGS PER SHARE OF COMMON
STOCK $2.07
AVERAGE COMMON SHARES
OUTSTANDING 212.4
</TABLE>
* See pages 69-73 for additional detail on CSWE, pages 74-78 for additional
detail on CSWI and pages 79-83 for additional detail on C3.
The notes to financial statements (herein incorporated by reference as part of
Exhibit A-1) are an integral part of this statement.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSW RCLS&
CON CPL PSO SWP WTU CORP CSWS C3* CSWL CREDIT CSWE* CSWI* ENERSHOP ESI RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Production 5,887 3,146 913 1,398 430 0 0 0 0 0 0 0 0 0 0
Transmission 1,594 527 379 474 214 0 0 0 0 0 0 0 0 0 0
Distribution 4,681 1,090 855 916 382 0 0 0 0 0 0 1,437 0 0 1
General 1,380 298 211 321 109 1 120 0 0 0 0 321 0 0 (1)
Construction work in
progress 166 67 34 49 12 0 4 0 0 0 0 0 0 0 0
Nuclear fuel 207 207 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Electric 13,915 5,335 2,392 3,158 1,147 1 124 0 0 0 0 1,758 0 0 0
Other diversified 333 2 0 0 0 (1) 0 37 0 0 286 5 5 0 (1)
14,248 5,337 2,392 3,158 1,147 0 124 37 0 0 286 1,763 5 0 (1)
Less - accumulated
depreciation 5,652 2,073 1,082 1,317 474 0 40 1 0 0 9 656 1 0 (1)
8,596 3,264 1,310 1,841 673 0 84 36 0 0 277 1,107 4 0 0
INVESTMENTS IN SUBSIDIARIES 0 0 0 0 0 3,875 0 0 0 0 0 0 0 0 (3,875)
CURRENT ASSETS
Cash and temporary cash
investments 157 5 5 4 2 346 2 0 1 0 29 81 0 0 (318)
Accounts receivable 1,110 51 33 40 32 227 40 3 0 834 195 325 2 0 (672)
Under-recovered fuel cost 4 0 0 0 4 0 0 0 0 0 0 0 0 0 0
Material and supplies,
at average cost 191 60 33 25 14 0 0 0 0 0 0 58 0 0 1
Electric utility fuel
inventory,substantially
at average cost 90 20 17 40 13 0 0 0 0 0 0 0 0 0 0
Prepayments and other 199 4 14 23 7 7 0 1 0 3 1 33 5 1 100
1,751 140 102 132 72 580 42 4 1 837 225 497 7 1 (889)
DEFERRED CHARGES AND OTHER ASSETS
Mirror CWIP asset 257 257 0 0 0 0 0 0 0 0 0 0 0 0 0
Deferred plant costs 497 482 0 0 15 0 0 0 0 0 0 0 0 0 0
Other non-utility
investments 432 3 20 6 1 0 1 1 58 0 186 155 0 0 1
Securities available for
sale 66 0 0 0 0 0 0 0 0 0 0 66 0 0 0
Income tax related
regulatory assets, net 308 360 0 0 0 0 0 0 0 0 0 0 0 0 (52)
Goodwill 1,402 0 0 0 0 0 0 0 0 0 0 1,402 0 0 0
Deferred charges and
other assets 435 151 35 71 38 41 20 1 (1) 0 13 66 1 0 (1)
3,397 1,253 55 77 54 41 21 2 57 0 199 1,689 1 0 (52)
13,744 4,657 1,467 2,050 799 4,496 147 42 58 837 701 3,293 12 1 (4,816)
</TABLE>
* See pages 69-73 for additional detail on CSWE, pages 74-78 for additional
detail on CSWI and pages 79-83 for additional detail on C3.
The notes to financial statements (herein incorporated by reference as part of
Exhibit A-1) are an integral part of this statement.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSW RCLS&
CON CPL PSO SWP WTU CORP CSWS C3* CSWL CREDIT CSWE* CSWI* ENERSHOP ESI RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock
Common stock 744 169 157 136 137 744 0 0 0 0 0 0 0 0 (599)
Paid-in-capital 1,049 405 180 245 2 1,049 0 0 18 65 108 829 0 0 (1,852)
Retained earnings 1,823 739 145 301 117 1,822 0 (19) 1 0 3 158 (10) (8)(1,426)
Foreign currency
translation and other 8 0 0 (1) 1 (6) 0 0 0 0 0 14 0 0 0
3,624 1,313 482 681 257 3,609 0 (19) 19 65 111 1,001 (10) (8)(3,877)
Preferred Stock
Not subject to mandatory
redemption 176 163 5 5 2 0 0 0 0 0 0 0 0 0 1
Subject to mandatory
redemption 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Trust Preferred Securities 335 150 75 110 0 0 0 0 0 0 0 0 0 0 0
Long-term debt 3,785 1,147 368 507 282 0 0 0 0 0 349 1,133 0 0 (1)
7,920 2,773 930 1,303 541 3,609 0 (19) 19 65 460 2,134 (10) (8)(3,877)
CURRENT LIABILITIES
Long-term debt and
preferred stock due
within twelve months 169 125 0 44 0 0 0 0 0 0 0 0 0 0 0
Loan notes 32 0 0 0 0 0 0 0 0 0 0 32 0 0 0
Short-term debt 811 160 16 41 5 811 97 0 0 0 0 0 0 0 (319)
Short-term debt--CSW
Credit 749 0 0 0 0 0 0 0 0 749 0 0 0 0 0
Accounts payable 624 125 86 111 51 23 24 52 0 6 108 570 21 9 (562)
Accrued taxes 190 47 23 23 10 (3) 1 1 0 0 0 90 (1) (1) 0
Accrued interest 84 27 8 14 4 0 0 0 0 0 3 29 0 0 (1)
Other 218 28 39 32 4 0 3 5 0 22 26 58 1 1 (1)
2,877 512 172 265 74 831 125 58 0 777 137 779 21 9 (883)
DEFERRED CREDITS
Accumulated deferred
income taxes 2,410 1,222 277 399 141 11 13 3 38 (5) 38 274 0 0 (1)
Investment tax credits 267 138 39 62 27 0 0 0 0 0 0 0 0 0 1
Income tax related
regulatory liabilities,
net 53 0 36 5 12 0 0 0 0 0 0 0 0 0 0
Other 217 12 13 16 4 45 9 0 1 0 66 106 1 0 (56)
2,947 1,372 365 482 184 56 22 3 39 (5) 104 380 1 0 (56)
13,744 4,657 1,467 2,050 799 4,496 147 42 58 837 701 3,293 12 1 (4,816)
</TABLE>
* See pages 69-73 for additional detail on CSWE, pages 74-78 for additional
detail on CSWI and pages 79-83 for additional detail on C3.
The notes to financial statements (herein incorporated by reference as part of
Exhibit A-1) are an integral part of this statement.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSW RCLS&
CON CPL PSO SWP WTU CORP CSWS C3* CSWL CREDIT CSWE* CSWI* ENERSHOP ESI RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income 440 162 77 98 38 440 0 0 1 12 2 114 (5) (7) (492)
Non-cash items included in
net income
Depreciation and
amortization 552 207 76 104 44 0 10 5 0 0 11 95 1 0 (1)
Deferred income taxes and
investment tax credits (56) (12) (3) (16) (8) (10) (1) 1 (6) (2) (7) 9 0 0 (1)
Preferred stock dividends 8 0 0 0 0 0 0 0 0 0 0 0 0 0 8
Gain on reacquired
preferred stock 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1
Gain on sale of investments (13) 0 0 0 0 0 0 (13) 0 0 0 0 0 0 0
Charges for investments
and assets 39 19 4 2 2 0 0 0 0 0 5 4 1 3 (1)
Changes in assets and
liabilities
Accounts receivable (187) 10 (13) 41 (21) 17 (6) (5) 0 (128) 4 5 (1) 0 (90)
Accounts payable 69 40 3 (26) 0 8 (7) (51) 0 3 20 47 12 7 13
Accrued taxes 20 33 24 10 (1) (10) (1) 3 0 1 1 (41) 0 0 1
Fuel recovery 109 52 31 18 8 0 0 0 0 0 0 0 0 0 0
Undistributed earnings 0 0 0 0 0 13 0 0 0 0 0 99 0 0 (112)
Other (40) (72) (6) (5) (2) (13) (4) (12) (2) 3 2 78 (2) (3) (2)
942 439 193 226 60 445 (9) (72) (7) (111) 38 410 6 0 (676)
INVESTING ACTIVITIES
Construction expenditures (492) (124) (69) (83) (37) 0 (5) (52) 0 0 0 (117) (6) 0 1
Acquisition expenditures 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CSWE/CSWI non-SEEBOARD
projects (184) 0 0 0 0 0 0 0 0 0 (96) (88) 0 0 0
Sale of National Grid asset 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Cash proceeds from sale of
investments 56 0 0 0 0 0 0 56 0 0 0 0 0 0 0
Other (15) (7) (8) (5) (6) (18) 0 0 0 0 0 13 0 0 16
(635) (131) (77) (88) (43) (18) (5) 4 0 0 (96) (192) (6) 0 17
FINANCING ACTIVITIES
Common stock sold 11 0 0 0 0 11 0 0 0 11 0 0 0 0 (11)
Capital contributions 0 0 0 0 0 0 0 0 8 0 0 0 0 0 (8)
Proceeds from issuance of
long-term debt 154 0 0 0 0 0 0 5 0 0 149 0 0 0 0
SEEBOARD acquisition
financing 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Trust preferred securities
sold 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Redemption of preferred
stock (28) 0 0 (28) 0 0 0 0 0 0 0 0 0 0 0
Reacquisition/Retirement
of long-term debt (182) (64) (55) (2) 0 0 (60) 0 0 0 0 0 0 0 (1)
Other financing activities (4) 0 0 0 0 0 0 0 0 0 0 (4) 0 0 0
Change in short-term debt 202 17 11 15 4 89 71 61 1 112 (65) (80) 0 0 (34)
Payment of dividends (378) (256) (69) (121) (40) (369) 0 0 (6) (12) 0 (99) 0 0 594
(225) (303) (113) (136) (36) (269) 11 66 3 111 84 (183) 0 0 540
Effect of exchange rate changes
on cash and cash equivalents 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Net change in cash and cash
equivalents 82 5 3 2 (19) 158 (3) (2) (4) 0 26 35 0 0 (119)
Cash and cash equivalents at
beginning of year 75 0 2 2 21 188 5 2 5 0 3 46 0 0 (199)
Cash and cash equivalents at
end of year 157 5 5 4 2 346 2 0 1 0 29 81 0 0 (318)
SUPPLEMENTAL INFORMATION
Interest paid less amount
capitalized 446 99 38 50 17 50 5 0 0 43 21 186 1 0 (64)
Income taxes paid 357 94 34 58 30 36 2 (4) 5 7 8 94 (2) (3) (2)
</TABLE>
* See pages 69-73 for additional detail on CSWE, pages 74-78 for additional
detail on CSWI and pages 79-83 for additional detail on C3.
The notes to financial statements (herein incorporated by reference as part of
Exhibit A-1) are an integral part of this statement.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSW RCLS&
CON CPL PSO SWP WTU CORP CSWS C3* CSWL CREDIT CSWE* CSWI* ENERSHOP ESI RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stockholders' Equity at
beginning of year
Common stock 743 169 157 136 137 743 0 0 0 0 0 0 0 0 (599)
Paid-in capital 1,039 405 180 245 2 1,039 0 0 13 54 108 829 0 0 (1,836)
Retained earnings 1,751 833 137 324 120 1,751 0 (19) 3 0 1 44 (4) (1)(1,438)
Accumulated comprehensive
income
Foreign currency
translation adjustment 27 0 0 0 0 0 0 0 0 0 0 26 0 0 1
Unrealized gains/(losses) 1 0 0 0 0 0 0 6 0 0 0 (4) 0 0 (1)
Minimum pension liability (5) 0 0 0 0 (5) 0 0 0 0 0 0 0 0 0
Total Accum. comprehensive
income 23 0 0 0 0 (5) 0 6 0 0 0 22 0 0 0
Total Shareholders' Equity 3,556 1,407 474 705 259 3,528 0 (13) 16 54 109 895 (4) (1)(3,873)
1998 Changes in Stockholders'
Equity
Common stock 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0
Paid-in capital 10 0 0 0 0 10 0 0 8 11 0 0 0 0 (19)
Retained earnings
Net income for year 440 162 77 98 38 440 0 0 1 12 2 114 (5) (7) (492)
Dividends paid to common
stockholders (370) (256) (69) (122) (40) (370) 0 0 (6) (12) 0 0 0 0 505
Other 2 0 0 0 (1) 1 0 0 0 0 0 0 0 0 2
Accumulated comprehensive income
Foreign currency translation
adjustment 7 0 0 0 0 0 0 0 0 0 0 8 0 0 (1)
Unrealized gains/(losses) (21) 0 0 0 0 0 0 (6) 0 0 0 (16) 0 0 1
Minimum pension liability (1) 0 0 0 0 (1) 0 0 0 0 0 0 0 0 0
Total Accum. comprehensive
income (15) 0 0 0 0 (1) 0 (6) 0 0 0 (8) 0 0 0
Total Shareholders' Equity 68 (94) 8 (24) (3) 81 0 (6) 3 11 2 106 (5) (7) (4)
Stockholders' Equity at end of
year
Common stock 744 169 157 136 137 744 0 0 0 0 0 0 0 0 (599)
Paid-in capital 1,049 405 180 245 2 1,049 0 0 21 65 108 829 0 0 (1,855)
Retained earnings 1,823 739 145 300 117 1,822 0 (19) (2) 0 3 158 (9) (8)(1,423)
Accumulated comprehensive
income
Foreign currency translation
adjustment 34 0 0 0 0 0 0 0 0 0 0 34 0 0 0
Unrealized gains/(losses) (20) 0 0 0 0 0 0 0 0 0 0 (20) 0 0 0
Minimum pension liability (6) 0 0 0 0 (6) 0 0 0 0 0 0 0 0 0
Total Accum. comprehensive
income 8 0 0 0 0 (6) 0 0 0 0 0 14 0 0 0
Total Shareholders' Equity 3,624 1,313 482 681 256 3,609 0 (19) 19 65 111 1,001 (9) (8)(3,877)
</TABLE>
* See pages 69-73 for additional detail on CSWE, pages 74-78 for additional
detail on CSWI and pages 79-83 for additional detail on C3.
The notes to financial statements (herein incorporated by reference as part of
Exhibit A-1) are an integral part of this statement.
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31,1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSWE RCLSS&
CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY FRNTRA DECCO CSWS-I PMI RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL OPERATING REVENUES 136 4 3 0 11 3 107 0 7 0 0 1
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0 0 0 0 0 0 0
UK cost of sales 0 0 0 0 0 0 0 0 0 0 0 0
Other operating expense 110 10 0 0 0 3 84 1 11 0 1 0
Maintenance 0 0 0 0 0 0 0 0 0 0 0 0
Depreciation and amortization 11 0 0 0 3 1 7 0 0 0 0 0
Taxes other than income 3 1 0 0 0 0 2 0 0 0 0 0
Income taxes 2 (1) 2 0 2 (1) 0 0 0 0 0 0
TOTAL OPERATING EXPENSES 126 10 2 0 5 3 93 1 11 0 1 0
OPERATING INCOME 10 (6) 1 0 6 0 14 (1) (4) 0 (1) 1
OTHER INCOME AND DEDUCTIONS 26 21 0 0 (2) 0 4 0 0 0 1 2
INCOME BEFORE INTEREST AND OTHER CHARGES 36 15 1 0 4 0 18 (1) (4) 0 0 3
INTEREST AND OTHER CHARGES
Interest on long-term debt 15 15 0 0 0 0 0 0 0 0 0 0
Preferred dividend requirements of
subs 0 0 0 0 0 0 0 0 0 0 0 0
Gain on reacquired preferred stock 0 0 0 0 0 0 0 0 0 0 0 0
Interest on short-term debt and other 19 4 (2) 0 (4) 1 17 0 0 0 0 3
TOTAL INTEREST CHARGES 34 19 (2) 0 (4) 1 17 0 0 0 0 3
INCOME BEFORE EXTRAORDINARY ITEM 2 (4) 3 0 8 (1) 1 (1) (4) 0 0 0
Extraordinary Item 0 0 0 0 0 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 2 (4) 3 0 8 (1) 1 (1) (4) 0 0 0
</TABLE>
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSWE RCLSS&
CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY FRNTRA DECCO CSWS-I PMI RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Production 0 0 0 0 0 0 0 0 0 0 0 0
Transmission 0 0 0 0 0 0 0 0 0 0 0 0
Distribution 0 0 0 0 0 0 0 0 0 0 0 0
General 0 0 0 0 0 0 0 0 0 0 0 0
Construction work in progress 0 0 0 0 0 0 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0 0 0 0 0 0 0
Total electric 0 0 0 0 0 0 0 0 0 0 0 0
Other Diversified 286 1 0 0 0 18 186 80 1 0 0 0
Total Plant 286 1 0 0 0 18 186 80 1 0 0 0
Less - accumulated depreciation 9 0 0 0 0 1 8 0 0 0 0 0
NET PLANT 277 1 0 0 0 17 178 80 1 0 0 0
INVESTMENT IN SUBSIDIARIES 0 0 0 0 0 0 0 0 0 0 0 0
CURRENT ASSETS
Cash and temporary cash investments 29 0 0 0 0 0 29 0 0 0 0 0
Accounts Receivable 195 182 0 0 66 0 10 0 2 1 0 (66)
Unrecovered fuel costs 0 0 0 0 0 0 0 0 0 0 0 0
Material and supplies, at average
cost 0 0 0 0 0 0 0 0 0 0 0 0
Electric utility fuel inventory 0 0 0 0 0 0 0 0 0 0 0 0
Prepayments and other 1 0 0 0 0 0 0 0 1 0 0 0
TOTAL CURRENT ASSETS 225 182 0 0 66 0 39 0 3 1 0 (66)
DEFERRED CHARGES AND OTHER ASSETS
Mirror CWIP asset 0 0 0 0 0 0 0 0 0 0 0 0
Deferred plant costs 0 0 0 0 0 0 0 0 0 0 0 0
Other non-utility investments 186 301 43 0 70 0 0 0 0 0 0 (228)
Prepaid benefit cost 0 0 0 0 0 0 0 0 0 0 0 0
Income tax related regulatory assets,
net 0 0 0 0 0 0 0 0 0 0 0 0
Goodwill 0 0 0 0 0 0 0 0 0 0 0 0
Deferred charges and other assets 13 6 0 0 4 0 3 0 0 0 0 0
TOTAL DEFERRED CHARGES AND OTHER ASSETS 199 307 43 0 74 0 3 0 0 0 0 (228)
TOTAL ASSETS 701 490 43 0 140 17 220 80 4 1 0 (294)
</TABLE>
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31,1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSWE RCLSS&
CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY FRNTRA DECCO CSWS-I PMI RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock
Common stock 0 0 0 0 0 0 0 0 0 0 0 0
Paid-in-capital 108 111 43 0 83 11 2 0 4 0 0 (146)
Retained Earnings 3 (29) 7 (4) 34 (1) 1 (1) (4) 0 0 0
Foreign currency translation and
other 0 0 0 0 0 0 0 0 0 0 0 0
111 82 50 (4) 117 10 3 (1) 0 0 0 (146)
Preferred stock
Not subject to mandatory redemption 0 0 0 0 0 0 0 0 0 0 0 0
Subject to mandatory redemption 0 0 0 0 0 0 0 0 0 0 0 0
Trust Preferred Securities 0 0 0 0 0 0 0 0 0 0 0 0
Long-term debt 349 200 0 0 0 0 149 0 0 0 0 0
460 282 50 (4) 117 10 152 (1) 0 0 0 (146)
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 0 0 0 0 0 0 0 0 0 0 0 0
Loan notes 0 0 0 0 0 0 0 0 0 0 0 0
Short-term debt 0 0 0 0 0 0 0 0 0 0 0 0
Short-term debt-CSW Credit 0 0 0 0 0 0 0 0 0 0 0 0
Accounts Payable 108 147 (27) 4 (2) 7 43 80 4 1 0 (149)
Accrued taxes 0 (3) 0 0 3 (1) 1 0 0 0 0 0
Accrued interest 3 3 0 0 0 0 0 0 0 0 0 0
Other 26 3 0 0 0 0 20 1 0 0 0 2
Total Current Liabilities 137 150 (27) 4 1 6 64 81 4 1 0 (147)
DEFERRED CREDITS
Accumulared deferred income taxes 38 (5) 20 0 19 1 4 0 0 0 0 (1)
Investment tax credits 0 0 0 0 0 0 0 0 0 0 0 0
Income tax related regulatory
liabilities, new 0 0 0 0 0 0 0 0 0 0 0 0
Other 66 63 0 0 3 0 0 0 0 0 0 0
Total Deferred Credits 104 58 20 0 22 1 4 0 0 0 0 (1)
TOTAL CAPITALIZATION AND LIABILITIES 701 490 43 0 140 17 220 80 4 1 0 (294)
</TABLE>
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS)
CSWE does not prepare a consolidating statement of cash flows. Instead, a
consolidated statement of cash flows is prepared which is presented as part of
the Central and South West Corporation and Subsidiaries Consolidating Statement
of Cash Flows.
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF STOCKHOLDERS' EQUITY
AS OF DECEMBER 31,1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSWE RCLSS&
CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY FRNTRA DECCO CSWS-I PMI RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stockholders' Equity at beginning of year
Common stock 0 0 0 0 0 0 0 0 0 0 0 0
Paid-in capital 108 111 43 0 83 11 2 0 0 0 0 (142)
Retained Earnings 1 (25) 4 (4) 26 0 0 0 0 0 0 0
Accumulated comprehensive income
Foreign currency translation
adjustment 0 0 0 0 0 0 0 0 0 0 0 0
Unrealized gains/(losses) 0 0 0 0 0 0 0 0 0 0 0 0
Minimum pension liability 0 0 0 0 0 0 0 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 0 0 0 0 0 0 0 0 0
Total Shareholders' Equity 109 86 47 (4) 109 11 2 0 0 0 0 (142)
1998 Changes in Stockholders' Equity
Common stock 0 0 0 0 0 0 0 0 0 0 0 0
Paid-in capital 0 0 0 0 0 0 0 0 4 0 0 (4)
Retained earnings
Net income for year 2 (4) 3 0 8 (1) 1 (1) (4) 0 0 0
Dividends paid to common stockholders 0 0 0 0 0 0 0 0 0 0 0 0
Other 0 0 0 0 0 0 0 0 0 0 0 0
Accumulated comprehensive income
Foreign currency translation adjustment 0 0 0 0 0 0 0 0 0 0 0 0
Unrealized gains/(losses) 0 0 0 0 0 0 0 0 0 0 0 0
Minimum pension liability 0 0 0 0 0 0 0 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 0 0 0 0 0 0 0 0 0
Total Shareholders' Equity 2 (4) 3 0 8 (1) 1 (1) 0 0 0 (4)
Stockholders' Equity at end of year
Common stock 0 0 0 0 0 0 0 0 0 0 0 0
Paid-in capital 108 111 43 0 83 11 2 0 4 0 0 (146)
Retained earnings 3 (29) 7 (4) 34 (1) 1 (1) (4) 0 0 0
Accumulated comprehensive income
Foreign currency translation adjustment 0 0 0 0 0 0 0 0 0 0 0 0
Unrealized gains/(losses) 0 0 0 0 0 0 0 0 0 0 0 0
Minimum pension liability 0 0 0 0 0 0 0 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 0 0 0 0 0 0 0 0 0
Total Shareholders' Equity 111 82 50 (4) 117 10 3 (1) 0 0 0 (146)
</TABLE>
<PAGE>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSWI CSWI CSW CHILE LATIN CSWI ENERGIA CAPITAL RCLSS &
CON CSWI (CAYMAN) VALE LLC ENERGY AMERICAN ENERGY de CSWI 2 CSWI 3 TRUST* SEEBOARD* RND
HOLDINGS ENERGY DEVELOP. CSW
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL OPERATING REVENUES 1,777 0 0 3 3 0 0 1 0 0 0 1,769 1
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0 0 0 0 0 0 0 0
UK cost of sales 1,204 0 0 0 0 0 0 0 0 0 0 1,204 0
Other operating expense 265 10 0 0 0 0 0 0 7 0 0 248 (0)
Maintenance 0 0 0 0 0 0 0 0 0 0 0 0 0
Depreciation & acquisition
amortization 95 0 0 0 0 0 0 0 0 0 0 95 0
Taxes other than income 0 0 0 2 0 0 0 0 0 0 0 0 (2)
Income taxes (8) (6) 0 (2) 0 0 0 0 (28) 0 0 29 (1)
TOTAL OPERATING
EXPENSES AND TAXES 1,556 4 0 0 0 0 0 0 (21) 0 0 1,576 (3)
OPERATING INCOME 221 (4) 0 3 3 0 0 1 21 0 0 193 4
OTHER INCOME AND (DEDUCTIONS) 26 3 0 9 0 0 0 0 (1) 0 0 19 (4)
INCOME BEFORE INTEREST AND
OTHER CHARGES 247 (1) 0 12 3 0 0 1 20 0 0 212 0
INTEREST AND OTHER CHARGES
Interest on long-term debt 114 0 0 0 0 0 0 0 0 0 (33) 147 0
Preferred dividend
requirements of subs 0 0 0 0 0 0 0 0 0 0 0 0 0
Gain on reaquired preferred
stock 0 0 0 0 0 0 0 0 0 0 0 0 0
Interest on short-term debt
and other 19 13 0 4 0 0 0 0 2 0 0 0 0
TOTAL INTEREST
CHARGES 133 13 0 4 0 0 0 0 2 0 (33) 147 0
INCOME BEFORE EXTRAORDINARY
ITEM 114 (14) 0 8 3 0 0 1 18 0 33 65 0
Extraordinary Item - UK
windfall profits tax 0 0 0 0 0 0 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 114 (14) 0 8 3 0 0 1 18 0 33 65 0
</TABLE>
* SEEBOARD consists of SEEBOARD plc, SEEBOARD Group plc, CSW INVESTMENTS,
CSW (UK) FINCO and CSW UK HOLDINGS. SEEBOARD and CAPITAL TRUST results were
converted at a rate of pounds 1.00= $1.6552.
<PAGE>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
ELIM.
CSWI CSWI CSW CHILE LATIN CSWI ENERGIA CAPITAL RCLSS&
CON CSWI (CAYMAN) VALE LLC ENERGY AMERICAN ENERGY de CSWI 2 CSWI 3 TRUST* SEEBOARD* RND
HOLDINGS ENERGY DEVELOP. CSW
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Production 0 0 0 0 0 0 0 0 0 0 0 0 0
Transmission 0 0 0 0 0 0 0 0 0 0 0 0 0
Distribution 1,437 0 0 0 0 0 0 0 0 0 0 1,437 0
General 279 0 0 0 0 0 0 0 0 0 0 279 0
Acquisition Step up 42 0 0 0 0 0 0 0 0 0 0 42 0
Nuclear fuel 0 0 0 0 0 0 0 0 0 0 0 0 0
Total electric 1,758 0 0 0 0 0 0 0 0 0 0 1,758 0
Other Diversified 5 2 0 3 0 0 0 0 0 0 0 0 0
1,763 2 0 3 0 0 0 0 0 0 0 1,758 0
Less - accumulated
depreciation 656 0 0 0 0 0 0 0 1 0 0 656 (1)
1,107 2 0 3 0 0 0 0 (1) 0 0 1,102 1
Investment in subsidiaries 0 810 80 0 0 0 0 0 0 0 0 0 (890)
CURRENT ASSETS
Cash and temporary cash
investments 81 3 0 0 2 0 0 0 0 0 0 76 0
Accounts Receivable 325 145 100 112 0 0 0 0 63 0 0 208 (303)
Unrecovered fuel costs 0 0 0 0 0 0 0 0 0 0 0 0 0
Material and supplies, at
average cost 58 0 0 0 0 0 0 0 0 0 0 58 0
Electric utility fuel
inventory, substantially
at average cost 0 0 0 0 0 0 0 0 0 0 0 0 0
Prepayments and other 33 0 0 0 0 0 0 0 4 0 0 32 (3)
497 148 100 112 2 0 0 0 67 0 0 374 (306)
DEFERRED CHARGES AND OTHER ASSETS
Equity and other
investments 155 149 0 86 3 11 0 1 467 0 0 24 (586)
Securities available for sale 66 0 0 0 66 0 0 0 0 0 0 0 0
Prepaid Benefit Costs 60 0 0 0 0 0 0 0 0 0 0 60 0
Goodwill 1,402 0 0 0 0 0 0 0 0 0 0 1,402 0
Intercompany Notes
Receivable 0 0 0 0 0 0 0 0 0 0 441 0 (441)
Deferred charges and other
assets 6 0 0 2 0 0 1 0 5 0 0 0 (2)
1,689 149 0 88 69 11 1 1 472 0 441 1,486 (1,029)
TOTAL ASSETS 3,293 1,109 180 203 71 11 1 1 538 0 441 2,962 (2,224)
</TABLE>
* SEEBOARD consists of SEEBOARD plc, SEEBOARD Group plc, CSW INVESTMENTS,
CSW (UK) FINCO and CSW UK HOLDINGS. SEEBOARD and CAPITAL TRUST results were
converted at a rate of pounds 1.00= $1.6600.
<PAGE>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSWI CSWI CSW CHILE LATIN CSWI ENERGIA CAPITAL RCLSS&
CON CSWI (CAYMAN) VALE LLC ENERGY AMERICAN ENERGY de CSWI 2 CSWI 3 TRUST* SEEBOARD* RND
HOLDINGS ENERGY DEVELOP. CSW
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock
Common stock 0 0 0 0 0 0 0 0 0 0 0 0 0
Paid-in-capital 829 829 80 80 111 11 0 0 836 0 372 793 (2,283)
Retained earnings 158 (29) 0 12 3 0 0 1 (377) 0 69 (347) 826
Foreign currency
translation and other 14 0 0 0 (28) 0 0 0 0 0 0 0 42
1,001 800 80 92 86 11 0 1 459 0 441 446 1,415)
Preferred stock
Not subject to mandatory
redemption 0 0 0 0 0 0 0 0 0 0 0 0 0
Subject to mandatory
redemption 0 0 0 0 0 0 0 0 0 0 0 0 0
Long-term debt 1,133 0 0 0 0 0 0 0 0 0 0 1,582 (449)
2,134 800 80 92 86 11 0 1 459 0 441 2,028 (1,864)
CURRENT LIABILITIES
Long-term debt and preferred
stock due within twelve months 0 0 0 0 0 0 0 0 0 0 0 0 0
Loan notes 32 0 0 0 0 0 0 0 0 0 0 32 0
Short-term debt 0 0 0 0 0 0 0 0 0 0 0 0 0
Short-term debt-CSW Credit 0 0 0 0 0 0 0 0 0 0 0 0 0
Accounts payable 570 312 100 100 0 0 1 0 37 0 0 323 (303)
Accrued taxes 90 (5) 0 6 1 0 0 0 41 0 0 45 2
Accrued interest 29 0 0 0 0 0 0 0 1 0 0 28 0
Other 58 0 0 0 0 0 0 0 0 0 0 58 0
779 307 100 106 1 0 1 0 79 0 0 486 (301)
DEFERRED CREDITS
Accumulated deferred income
taxes 274 (1) 0 1 0 0 0 0 0 0 0 283 (9)
Investment tax credits 0 0 0 0 0 0 0 0 0 0 0 0 0
Provisions 46 0 0 0 0 0 0 0 0 0 0 46 0
Income tax related regulatory
liabilities, net 0 0 0 0 0 0 0 0 0 0 0 0 0
Other 60 3 0 4 (16) 0 0 0 0 0 0 119 (50)
380 2 0 5 (16) 0 0 0 0 0 0 448 (59)
TOTAL CAPITALIZATION AND
LIABILITIES 3,293 1,109 180 203 71 11 1 1 538 0 441 2,962 (2,224)
</TABLE>
* SEEBOARD consists of SEEBOARD plc, SEEBOARD Group plc, CSW INVESTMENTS,
CSW (UK) FINCO and CSW UK HOLDINGS. SEEBOARD and CAPITAL TRUST results were
converted at a rate of pounds 1.00= $1.6600.
<PAGE>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSWI CSWI CSW CHILE LATIN CSWI ENERGIA CAPITAL RCLSS&
CON CSWI (CAYMAN) VALE LLC ENERGY AMERICAN ENERGY de CSWI 2 CSWI 3 TRUST* SEEBOARD* RND
HOLDINGS ENERGY DEVELOP. CSW
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net Income 114 (2) NA NA NA NA NA NA 18 0 34 65 (1)
Non-cash items included in
net income
Depreciation & amortization 95 0 NA NA NA NA NA NA 0 0 0 51 44
Acq amort-step up & goodwill 0 0 NA NA NA NA NA NA 0 0 0 40 (40)
Deferred income taxes and
investment tax credits 9 1 NA NA NA NA NA NA 0 0 0 (2) 10
Preferred stock dividends 0 0 NA NA NA NA NA NA 0 0 0 0 0
Gain on reacquired preferred
stock 0 0 NA NA NA NA NA NA 0 0 0 0 0
Charges for investments and
assets 4 0 NA NA NA NA NA NA 0 0 0 0 4
Change in Assets and Liabilities
Nonaffiliated accounts
receivable (73) (1) NA NA NA NA NA NA 3 0 0 (37) (38)
Affiliated receivable 78 68 NA NA NA NA NA NA 70 0 0 0 (60)
Affiliated accounts
payable 8 0 NA NA NA NA NA NA 8 0 0 0 0
Nonaffiliated accounts
payable 39 0 NA NA NA NA NA NA 0 0 0 36 3
Accrued taxes (41) 4 NA NA NA NA NA NA (3) 0 0 (82) 40
Undistributed earnings 99 99 NA NA NA NA NA NA 0 0 0 0 0
Other 78 2 NA NA NA NA NA NA 0 0 0 10 66
410 171 NA NA NA NA NA NA 96 0 34 81 28
INVESTING ACTIVITIES
Construction expenditures (117) 0 NA NA NA NA NA NA 0 0 0 (117) 0
Acquisition expenditures 0 0 NA NA NA NA NA NA 0 0 0 0 0
Equity investments in
subsidiaries 11 0 NA NA NA NA NA NA 0 0 0 10 1
CSWE/CSWI non-SEEBOARD
projects (88) (88) NA NA NA NA NA NA 0 0 0 0 0
Sale of National Grid asset
shares 0 0 NA NA NA NA NA NA 0 0 0 0 0
Cash proceeds from sale of
subsidiary investments 0 0 NA NA NA NA NA NA 0 0 0 0 0
Other 2 0 NA NA NA NA NA NA 0 0 0 29 (27)
(192) (88) NA NA NA NA NA NA 0 0 0 (78) (26)
FINANCING ACTIVITIES
Common stock sold 0 0 NA NA NA NA NA NA 0 0 0 0 0
Capital contributions 0 0 NA NA NA NA NA NA 0 0 0 0 0
Proceeds from issuance of
long-term debt 0 0 NA NA NA NA NA NA 0 0 0 0 0
SEEBOARD acquisition
financing 0 0 NA NA NA NA NA NA 0 0 0 0 0
Trust preferred securities
sold 0 0 NA NA NA NA NA NA 0 0 0 0 0
Redemption of preferred stock 0 0 NA NA NA NA NA NA 0 0 0 0 0
Re-acquisition/Retirement of
long-term debt 0 0 NA NA NA NA NA NA 0 0 0 68 (68)
Other financing activities (4) 0 NA NA NA NA NA NA 0 0 (34) 0 30
Change in short-term debt (80) (80) NA NA NA NA NA NA 0 0 0 (14) 14
Payment of dividends (99) 0 NA NA NA NA NA NA (99) 0 0 (25) 25
(183) (80) NA NA NA NA NA NA (99) 0 (34) 29 1
Effect of exchange rate changes
on cash and cash equivalents 0 0 NA NA NA NA NA NA 0 0 0 0 0
Net change in cash and cash
equivalents 35 3 NA NA NA NA NA NA (3) 0 0 32 3
Cash and cash equivalents at
beginning of year 46 0 NA NA NA NA NA NA (55) 0 0 44 57
Cash and cash equivalents at
end of year 81 3 NA NA NA NA NA NA (58) 0 0 76 60
SUPPLEMENTAL INFORMATION
Interest paid less amounts
capitalized 186 39 NA NA NA NA NA NA 147
Income taxes paid 94 (7) NA NA NA NA NA NA 101
</TABLE>
* SEEBOARD consists of SEEBOARD plc, SEEBOARD Group plc, CSW INVESTMENTS,
CSW (UK) FINCO and CSW UK HOLDINGS. SEEBOARD and CAPITAL TRUST results were
converted at a rate of pounds 1.00= $1.6552.
<PAGE>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
ELIM.
CSWI CSWI CSW CHILE LATIN CSWI ENERGIA CAPITAL RCLSS&
CON CSWI (CAYMAN) VALE LLC ENERGY AMERICAN ENERGY de CSWI 2 CSWI 3 TRUST* SEEBOARD* RND
HOLDINGS ENERGY DEVELOP. CSW
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stockholders' Equity at
beginning of year
Common stock 0 0 0 0 0 0 0 0 0 0 0 0 0
Paid-in-capital 829 829 80 80 0 0 0 0 836 0 372 793 (2,161)
Retained earnings 44 (15) 0 4 0 0 0 0 (362) 0 32 (387) 772
Accumulated comprehensive
income
Foreign currency
translation adjustment 26 0 0 0 (4) 0 0 0 0 0 0 0 30
Unrealized gains/
(losses) (4) 0 0 0 (4) 0 0 0 0 0 0 0 0
Minimum pension
liability 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Accum.comprehensive
income 22 0 0 0 (8) 0 0 0 0 0 0 0 30
Total Shareholders' Equity 895 814 80 84 (8) 0 0 0 474 0 404 406 (1,359)
1998 Changes in Stockholders'
Equity
Common stock 0 0 0 0 0 0 0 0 0 0 0 0 0
Paid-in capital 0 0 0 0 111 11 0 0 0 0 0 0 (122)
Retained earnings
Net income for year 114 (14) 0 8 3 0 0 1 18 0 34 65 (1)
Dividends paid to common
stockholders 0 0 0 0 0 0 0 0 (99) 0 0 (25) 124
Other 0 0 0 0 0 0 0 0 66 0 2 0 (68)
Accumulated comprehensive
income
Foreign currency translation
adjustment 8 0 0 0 (16) 0 0 0 0 0 0 0 24
Unrealized gains/(losses) (16) 0 0 0 (4) 0 0 0 0 0 0 0 (12)
Minimum pension liability 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Accum. comprehensive
income (8) 0 0 0 (20) 0 0 0 0 0 0 0 12
Total Shareholders' Equity 106 (14) 0 8 94 11 0 1 (15) 0 36 40 (55)
Stockholders' Equity at end of year
Common stock 0 0 0 0 0 0 0 0 0 0 0 0 0
Paid-in capital 829 829 80 80 111 11 0 0 836 0 372 793 (2,283)
Retained earnings 158 (29) 0 12 3 0 0 1 (377) 0 68 (347) 827
Accumulated comprehensive
income
Foreign currency tranlation
adjustment 34 0 0 0 (20) 0 0 0 0 0 0 0 54
Unrealized gains/(losses) (20) 0 0 0 (8) 0 0 0 0 0 0 0 (12)
Minimum pension liability 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Accum. comprehensive
income 14 0 0 0 (28) 0 0 0 0 0 0 0 42
Total Shareholders' Equity 1,001 800 80 92 86 11 0 1 459 0 440 446 (1,414)
</TABLE>
* SEEBOARD consists of SEEBOARD plc, SEEBOARD Group plc, CSW INVESTMENTS,
CSW (UK) FINCO and CSW UK HOLDINGS.
<PAGE>
C3 COMMUNICATIONS, INC.
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
CSWC ELIM.
CSW SW TELECHOICE CSWC TEL SW TELECH CSW/ICG RCLSS&
C3 CON C3 COMM HOLD INC INC MGMT INC MGMT LLC CHCCM LP RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES 20 14 0 0 0 0 6 0
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0 0 0
UK cost of sales 0 0 0 0 0 0 0 0
Other operating expense 29 10 0 0 0 0 19 0
Maintenance 0 0 0 0 0 0 0 0
Depreciation and amortization 5 0 0 0 0 0 5 0
Taxes, other than income 1 0 0 0 0 0 1 0
Income taxes (7) 0 0 0 0 0 (7) 0
TOTAL OPERATING EXPENSES AND TAXES 28 10 0 0 0 0 18 0
OPERATING INCOME (8) 4 0 0 0 0 (12) 0
OTHER INCOME AND (DEDUCTIONS) 12 (7) (19) (19) 0 0 (1) 58
INCOME BEFORE INTEREST AND OTHER CHARGES 4 (3) (19) (19) 0 0 (13) 58
INTEREST AND OTHER CHARGES
Interest on long-term debt 0 0 0 0 0 0 0 0
Preferred dividend requirements of subs 0 0 0 0 0 0 0 0
Loss on reacquired preferred stock 0 0 0 0 0 0 0 0
Interest on short-term debt and other 4 4 0 0 0 0 0 0
TOTAL INTEREST CHARGES 4 4 0 0 0 0 0 0
INCOME BEFORE EXTRAORDINARY ITEM 0 (7) (19) (19) 0 0 (13) 58
Extraordinary Item - UK windfall
profits tax 0 0 0 0 0 0 0 0
Preferred Stock Dividends 0 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 0 (7) (19) (19) 0 0 (13) 58
</TABLE>
<PAGE>
C3 COMMUNICATIONS, INC.
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
CSWC ELIM.
CSW SW TELECHOICE CSWC TEL SW TELECH CSW/ICG RCLSS&
C3 CON C3 COMM HOLD INC INC MGMT INC MGMT LLC CHCCM LP RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Production 0 0 0 0 0 0 0 0
Transmission 0 0 0 0 0 0 0 0
Distribution 0 0 0 0 0 0 0 0
General 0 0 0 0 0 0 0 0
Construction work in progress 0 0 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0 0 0
Total Electric 0 0 0 0 0 0 0 0
Other diversified 37 37 0 0 0 0 0 0
37 37 0 0 0 0 0 0
Less - accumulated depreciation 1 1 0 0 0 0 0 0
36 36 0 0 0 0 0 0
INVESTMENTS IN SUBSIDIARIES 0 0 0 0 0 0 0 0
CURRENT ASSETS
Cash and temporary cash investment 0 0 0 0 0 0 0 0
Accounts receivable 3 3 0 0 0 0 0 0
Under-recovered fuel costs 0 0 0 0 0 0 0 0
Material and supplies, at average cost 0 0 0 0 0 0 0 0
Electric utility fuel inventory 0 0 0 0 0 0 0 0
Prepayments and other 1 1 0 0 0 0 0 0
4 4 0 0 0 0 0 0
DEFERRED CHARGES AND OTHER ASSETS
Mirror CWIP asset 0 0 0 0 0 0 0 0
Deferred plant costs 0 0 0 0 0 0 0 0
Equity and other investment 1 1 0 0 0 0 0 0
Prepaid benefit cost 0 0 0 0 0 0 0 0
Income tax related regulatory assets,
net 0 0 0 0 0 0 0 0
Goodwill 0 0 0 0 0 0 0 0
Deferred charges and other assets 1 1 0 0 0 0 0 0
2 2 0 0 0 0 0 0
42 42 0 0 0 0 0 0
</TABLE>
<PAGE>
C3 COMMUNICATIONS, INC.
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
CSWC ELIM.
CSW SW TELECHOICE CSWC TEL SW TELECH CSW/ICG RCLSS&
C3 CON C3 COMM HOLD INC INC MGMT INC MGMT LLC CHCCM LP RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock
Common stock 0 0 0 0 0 0 0 0
Paid-in-capital 0 0 0 0 0 0 0 0
Retained earnings (19) (19) 0 0 0 0 0 0
Foreign currency translation and
other 0 0 0 0 0 0 0 0
(19) (19) 0 0 0 0 0 0
Preferred Stock
Not subject to mandatory redemption 0 0 0 0 0 0 0 0
Subject to mandatory redemption 0 0 0 0 0 0 0 0
Trust Preferred Securities 0 0 0 0 0 0 0 0
Long-term debt 0 0 0 0 0 0 0 0
(19) (19) 0 0 0 0 0 0
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 0 0 0 0 0 0 0 0
Loan notes 0 0 0 0 0 0 0 0
Short-term debt 0 0 0 0 0 0 0 0
Short-term debt--CSW Credit 0 0 0 0 0 0 0 0
Accounts payable 52 52 0 0 0 0 0 0
Accrued taxes 1 1 0 0 0 0 0 0
Accrued interest 0 0 0 0 0 0 0 0
Other 5 5 0 0 0 0 0 0
58 58 0 0 0 0 0 0
DEFERRED CREDITS
Accumulated deferred income taxes 3 3 0 0 0 0 0 0
Investment tax credits 0 0 0 0 0 0 0 0
Income tax related regulatory
liabilities, net 0 0 0 0 0 0 0 0
Other 0 0 0 0 0 0 0 0
3 3 0 0 0 0 0 0
42 42 0 0 0 0 0 0
</TABLE>
<PAGE>
C3 COMMUNICATIONS, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
CSWC ELIM.
CSW SW TELECHOICE CSWC TEL SW TELECH CSW/ICG RCLSS&
C3 CON C3 COMM HOLD INC INC MGMT INC MGMT LLC CHCCM LP RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income 0 (7) (19) (19) 0 0 (13) 58
Non-cash items included in net income
Depreciation and amortization 5 5 0 0 0 0 0 0
Deferred income taxes and investment
tax credits 1 1 0 0 0 0 0 0
Preferred stock dividends 0 0 0 0 0 0 0 0
Gain on reacquired preferred stock 0 0 0 0 0 0 0 0
Gain on sale of investment (13) (13) 0 0 0 0 0 0
Charges for investments and assets 0 0 0 0 0 0 0 0
Changes in assets and liabilities 0 0 0 0 0 0 0 0
Accounts receivable (5) (5) 0 0 0 0 0 0
Accounts payable (51) (51) 0 0 0 0 0 0
Accrued taxes 3 3 0 0 0 0 0 0
Fuel recovery 0 0 0 0 0 0 0 0
Undistributed earnings 0 0 0 0 0 0 0 0
Other (12) (5) 19 19 0 0 13 (58)
(72) (72) 0 0 0 0 0 0
INVESTING ACTIVITIES
Construction expenditures (52) (52) 0 0 0 0 0 0
Acquisition expenditures 0 0 0 0 0 0 0 0
CSWE/CSWI non-SEEBOARD projects 0 0 0 0 0 0 0 0
Sale of National Grid assets 0 0 0 0 0 0 0 0
Cash proceeds from sale of
subsidiaries 56 56 0 0 0 0 0 0
Other 0 0 0 0 0 0 0 0
4 4 0 0 0 0 0 0
FINANCING ACTIVITIES
Common stock sold 0 0 0 0 0 0 0 0
Capital contributions 0 0 0 0 0 0 0 0
Proceeds from issuance of long-term
debt 5 5 0 0 0 0 0 0
SEEBOARD acquisition financing 0 0 0 0 0 0 0 0
Trust preferred securities sold 0 0 0 0 0 0 0 0
Redemption of preferred stock 0 0 0 0 0 0 0 0
Reacquisition/Retirement of long-term
debt 0 0 0 0 0 0 0 0
Other financing activities 0 0 0 0 0 0 0 0
Change in short-term debt 61 61 0 0 0 0 0 0
Payment of dividends 0 0 0 0 0 0 0 0
66 66 0 0 0 0 0 0
Effect of exchange rate changes on
cash and cash equivalents 0 0 0 0 0 0 0 0
Net change in cash and cash equivalent (2) (2) 0 0 0 0 0 0
Cash and cash equivalents at beginning
of year 2 2 0 0 0 0 0 0
Cash and cash equivalents at end of year 0 0 0 0 0 0 0 0
SUPPLEMENTAL INFORMATION
Interest paid less amounts capitalized 0 0 0 0 0 0 0 0
Income taxes paid (4) (4) 0 0 0 0 0 0
</TABLE>
<PAGE>
C3 COMMUNICATIONS, INC.
CONSOLIDATING STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998
(MILLIONS)
<TABLE>
<CAPTION>
CSWC ELIM.
CSW SW TELECHOICE CSWC TEL SW TELECH CSW/ICG RCLSS&
C3 CON C3 COMM HOLD INC INC MGMT INC MGMT LLC CHCCM LP RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stockholders' Equity at beginning of year
Common stock 0 0 0 0 0 0 0 0
Paid-in capital 0 0 0 0 0 0 0 0
Retained earnings (19) (19) (6) (6) 0 0 (6) 18
Accumulated comprehensive income
Foreign currency translation
adjustment 0 0 0 0 0 0 0 0
Unrealized gains/(losses) 6 6 0 0 0 0 0 0
Minimum pension liability 0 0 0 0 0 0 0 0
Total Accum. comprehensive income 6 6 0 0 0 0 0 0
Total Shareholders' Equity (13) (13) (6) (6) 0 0 (6) 18
1998 Changes in Stockholders' Equity
Common stock 0 0 0 0 0 0 0 0
Paid-in capital 0 0 0 0 0 0 0 0
Retained earnings
Net income for year 0 (7) (19) (19) 0 0 (13) 58
Dividends paid to common stockholders 0 0 0 0 0 0 0 0
Other 0 0 6 6 0 0 6 (18)
Accumulated comprehensive income
Foreign currency translation
adjustment 0 0 0 0 0 0 0 0
Unrealized gains/(losses) (6) (6) 0 0 0 0 0 0
Minimum pension liability 0 0 0 0 0 0 0 0
Total Accum. comprehensive income (6) (6) 0 0 0 0 0 0
Total Shareholders' Equity (6) (13) (13) (13) 0 0 (7) 40
Stockholders' Equity at end of year
Common stock 0 0 0 0 0 0 0 0
Paid-in capital 0 0 0 0 0 0 0 0
Retained earnings (19) (26) (19) (19) 0 0 (13) 58
Accumulated comprehensive income
Foreign currency translation
adjustment 0 0 0 0 0 0 0 0
Unrealized gains/(losses) 0 0 0 0 0 0 0 0
Minimum pension liability 0 0 0 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 0 0 0 0 0
Total Shareholders' Equity (19) (26) (19) (19) 0 0 (13) 58
</TABLE>
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
EXHIBITS
Exhibit A Annual Reports Incorporated by Reference
The annual reports for CSW (File No. 1-1443), CPL (File No.
0-346), PSO (File No. 0-343), SWEPCO (File No. 1-3146), and
WTU (File No. 0-340) are incorporated herein by reference to
their combined annual report on Form 10-K ("Combined Form
10-K") for the year ended December 31, 1998.
Exhibit B
CSW
B-1.1 Second Restated Certificate of Incorporation of the Corporation
(incorporated herein by reference to Exhibit 3(a) to the 1990 CSW
annual report on Form 10-K File No. 1-1443).
B-1.2 Certificate of Amendment to Second Restated Certificate of
Incorporation of the Corporation (incorporated herein by
reference to Item 10, Exhibit B-1.2 to the 1993 CSW annual
report on Form U5S).
B-1.3 Bylaws of CSW, as amended January 20, 1999, (incorporated herein
by reference to Exhibit 3.2 to CSW's 1998 Form 10-K, File No.
1-1443).
B-1.4 Rights Agreement dated as of December 22, 1997 between CSW and
Central and South West Services, Inc., as Rights Agent
(incorporated herein by reference to Exhibit 1 to CSW Form
8-A/A dated March 19, 1998, File No. 1-1443).
CPL
B-2.1 Restated Articles of Incorporation Without Amendment, Articles of
Correction to Restated Articles of Incorporation Without
Amendment, Articles of Amendment to Restated Articles of
Incorporation, Statements of Registered Office and/or Agent (3),
and Articles of Amendment to the Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1 to CPL's Form
10-Q for the quarterly period ended March 31, 1997).
B-2.2 Bylaws of CPL, as amended (incorporated herein by reference to
Exhibit 3.1 to CPL's Form 10-Q dated September 30, 1996, File No.
0-346).
PSO
B-3.1 Restated Certificate of Incorporation of PSO (incorporated
herein by reference to Exhibit B-3.1 of CSW's 1996 Form U5S,
File No. 1-1443).
B-3.2 Bylaws of PSO, as amended (incorporated herein by reference to
Exhibit B-3.1 of PSO's Form 10-Q, dated March 31, 1998, File No.
0-343).
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
SWEPCO
B-4.1 Restated Certificate of Incorporation, as amended through May 6,
1997, including Certificate of Amendment of Restated Certificate
of Incorporation (both incorporated herein by reference to Exhibit
3.4 to SWEPCO's Form 10-Q dated March 31, 1997, File No. 1-3146).
B-4.2 Bylaws of SWEPCO, as amended (incorporated herein by reference to
Exhibit 3.3 to SWEPCO's Form 10-Q dated September 30, 1996, File
No. 1-3146).
WTU
B-5.1 Restated Articles of Incorporation, as amended, and Articles of
Amendment to the Articles of Incorporation (both incorporated
herein by reference to Exhibit 3.5 to WTU's March 31, 1997 Form
10-Q, File No. 0-340).
B-5.2 Bylaws of WTU, as amended (incorporated herein by reference to
Exhibit 3.4 to WTU's Form 10-Q dated September 30, 1996, File
No. 0-340).
CSWS
B-7.1 Articles of Amendment to the Articles of Incorporation
(incorporated herein by reference to Item 9, Exhibit B-7.1 of the
1987 Central and South West Corporation annual report on Form
U5S).
B-7.2 By-laws, as amended of CSWS (incorporated herein by reference to
Item 10, Exhibit B-7.2 of the 1993 Central and South West
Corporation annual report on Form U5S).
CSWE
B-8.1 Articles of Amendment to the Articles of Incorporation
(incorporated herein by reference to Item 9, Exhibit B-9.1 of the
1987 Central and South West Corporation annual report on Form
U5S).
B-8.2 By-laws (incorporated herein by reference to Item 9, Exhibit B-9.2
of the 1987 Central and South West Corporation annual report on
Form U5S).
CSWL
B-9.1 Articles of Incorporation (incorporated herein by reference to
Item 9, Part VI of the 1984 Central and South West Corporation
annual report on Form U5S).
B-9.2 By-laws (incorporated herein by reference to Item 9, Part VI of
the 1983 Central and South West Corporation annual report on Form
U5S).
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
CREDIT
B-10.1 Articles of Incorporation (incorporated herein by reference to
Item 9, Part VI of the 1985 Central and South West Corporation
annual report on Form U5S).
B-10.2 By-laws (incorporated herein by reference to Item 9, Exhibit
B-11.2 of the 1987 Central and South West Corporation annual
report on Form U5S).
COMM
B-11.1 Certificate of Incorporation, (incorporated herein by reference to
Item 10, Exhibit B-11.1 of the 1994 Central and South West
Corporation annual report on Form U5S).
B-11.2 By-laws, (incorporated herein by reference to Item 10, Exhibit
B-11.2 of the 1994 Central and South West Corporation annual
report on Form U5S).
CSWI
B-12.1 Certificate of Incorporation, (incorporated herein by reference to
Item 10, Exhibit B-12.1 of the 1994 Central and South West
Corporation annual report on Form U5S).
B-12.2 By-laws, (incorporated herein by reference to Item 10, Exhibit
B-12.2 of the 1994 Central and South West Corporation annual
report on Form U5S).
ENERSHOP
B-13.1 Certificate of Incorporation, (incorporated herein by reference to
Item 10, Exhibit B-13.1 of the 1995 Central and South West
Corporation annual report on Form U5S).
B-13.2 By-laws, (incorporated herein by reference to Item 10, Exhibit
B-13.2 of the 1995 Central and South West Corporation annual
report on Form U5S).
SEEBOARD plc
B-14.1 Articles of Association, (incorporated herein by reference to Item
10, Exhibit B-14.1 of the 1997 Central and South West Corporation
Annual Report on Form U5S).
B-14.2 Memorandum of Association, (incorporated herein by reference to
Item 10, Exhibit B-14.2 of the 1997 Central and South West
Corporation Annual Report on Form U5S).
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
ESI
B-15.1 Certificate of Incorporation - filed herewith.
B-15.2 By-laws, (incorporated herein by reference to Item 10, Exhibit
B-15.2 of the 1997 Central and South West Corporation annual
report on Form U5S).
Exhibit C
CPL
C-1.1
(a) Indenture of mortgage or deed of trust date November 1, 1943,
executed by CPL to the First National Bank of Chicago and Robert L.
Grinnell as trustee, as amended through October 1, 1977,
(incorporated herein by reference to Exhibit 5.01 in File No.
2-60712).
(b) Supplemental Indentures to the First Mortgage Indenture:
Dated File Reference Exhibit
September 1, 1978 2-62271 2.02
December 15, 1984 Form U-1, No. 70-7003 17
July 1, 1985 2-98944 4 (b)
May 1, 1986 Form U-1, No. 70-7236 4
November 1, 1987 Form U-1, No. 70-7249 4
June 1, 1988 Form U-1, No. 70-7520 2
December 1, 1989 Form U-1, No. 70-7721 3
March 1, 1990 Form U-1, No. 70-7725 10
October 1, 1992 Form U-1, No. 70-8053 10 (a)
December 1, 1992 Form U-1, No. 70-8053 10 (b)
February 1, 1993 Form U-1, No. 70-8053 10 (c)
April 1, 1993 Form U-1, No. 70-8053 10 (d)
May 1, 1994 Form U-1, No. 70-8053 10 (e)
July 1, 1995 Form U-1, No. 70-8053 10 (f)
(c) CPL-obligated, mandatorily redeemable preferred securities of
subsidiary trust holding solely Junior Subordinated Debentures of
CPL.
(c.1) Indenture, dated as of May 1, 1997, between CPL and the Bank of
New York, as Trustee (incorporated herein by reference to Exhibit
4.1 of CPL's March 31, 1997 Form 10-Q, File No. 0-346).
(c.2) First Supplemental Indenture, dated as of May 1, 1997, between CPL
and the Bank of New York, as Trustee (incorporated herein by
reference to Exhibit 4.2 of CPL's March 31, 1997 Form 10-Q, File
No. 0-346).
(c.3) Amended and Restated Trust Agreement of CPL Capital I, dated as of
May 1, 1997, among CPL, as Depositor; the Bank of New York, as
Property Trustee; the Bank of New York (Delaware), as Delaware
Trustee; and the Administrative Trustee (incorporated herein by
reference to Exhibit 4.3 of CPL's March 31, 1997 Form 10-Q, File
No. 0-346).
(c.4) Guarantee Agreement, dated as of May 1, 1997, delivered by CPL for
the benefit of the holders of CPL Capital I's Preferred Securities
(incorporated herein by reference to Exhibit 4.4 of CPL's March
31, 1997 Form 10-Q, File No. 0-346).
(c.5) Agreement as to Expenses and Liabilities, dated as of May 1, 1997,
between CPL and CPL Capital I (incorporated herein by reference to
Exhibit 4.5 of CPL's March 31, 1997 Form 10-Q, File No. 0-346).
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
PSO
C-2.1
(a) Indenture dated July 1, 1945, as amended, of PSO (incorporated
herein by reference to Exhibit 5.03 in Registration No. 2-60712).
(b) Supplemental Indentures to the First Mortgage Indenture:
Dated File Reference Exhibit
June 1, 1979 2-64432 2.02
December 1, 1979 2-65871 2.02
March 1, 1983 Form U-1, No. 70-6822 2
May 1, 1986 Form U-1, No. 70-7234 3
July 1, 1992 Form S-3, No. 33-48650 4 (b)
December 1, 1992 Form S-3, No. 33-49143 4 (c)
April 1, 1993 Form S-3, No. 33-49575 4 (b)
June 1, 1993 Form 10-K, No. 0-343 4 (b)
February 1, 1996 Form 8-K, March 4, 1996, No.0-343 4.01
February 1, 1996 Form 8-K, March 4, 1996, No.0-343 4.02
February 1, 1996 Form 8-K, March 4, 1996, No.0-343 4.03
(c) PSO-obligated, mandatorily redeemable preferred securities of
subsidiary trust holding solely Junior Subordinated Debentures of
PSO.
(c.1) Indenture, dated as of May 1, 1997, between PSO and the Bank of
New York, as Trustee (incorporated herein by reference to Exhibit
4.6 of PSO's March 31, 1997 Form 10-Q, File No. 0-343).
(c.2) First Supplemental Indenture, dated as of May 1, 1997, between PSO
and the Bank of New York, as Trustee (incorporated herein by
reference to Exhibit 4.7 of PSO's March 31, 1997 Form 10-Q, File
No. 0-343).
(c.3) Amended and Restated Trust Agreement of PSO Capital I, dated as of
May 1,1997, among PSO, as Depositor; the Bank of New York, as
Property Trustee; the Bank of New York (Delaware), as Delaware
Trustee; and the Administrative Trustee (incorporated herein by
reference to Exhibit 4.8 of PSO's March 31, 1997 Form 10-Q, File
No. 0-343).
(c.4) Guarantee Agreement, dated as of May 1, 1997, delivered by PSO for
the benefit of the holders of PSO Capital I's Preferred Securities
(incorporated herein by reference to Exhibit 4.9 of PSO's March
31, 1997 Form 10-Q, File No. 0-343).
(c.5) Agreement as to Expenses and Liabilities, dated as of May 1, 1997,
between PSO and PSO Capital I (incorporated herein by reference to
Exhibit 4.10 of PSO's March 31, 1997 Form 10-Q, File No. 0-343).
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
SWEPCO
C-3.1
(a) Indenture dated February 1, 1940, as amended through November 1,
1976, of SWEPCO (incorporated herein by reference to Exhibit 5.04 in
Registration No. 2-60712).
(b) Supplemental Indentures to the First Mortgage Indenture:
Dated File Reference Exhibit
August 1, 1978 2-61943 2.02
January 1, 1980 2-66033 2.02
April 1, 1981 2-71126 2.02
May 1, 1982 2-77165 2.02
August 1, 1985 Form U-1, No. 70-7121 4
May 1, 1986 Form U-1, No. 70-7233 3
November 1, 1989 Form U-1, No. 70-7676 3
June 1, 1992 Form U-1, No. 70-7934 10
September 1, 1992 Form U-1, No. 72-8041 10 (b)
July 1, 1993 Form U-1, No. 70-8041 10 (c)
October 1, 1993 Form U-1, No. 70-8239 10 (a)
(c) SWEPCO-obligated, mandatorily redeemable preferred securities of
subsidiary trust holding solely Junior Subordinated Debentures of
SWEPCO.
(c.1) Indenture, dated as of May 1, 1997, between SWEPCO and the Bank of
New York, as Trustee (incorporated herein by reference to Exhibit
4.11 of SWEPCO's March 31, 1997 Form 10-Q, File No. 1-3146).
(c.2) First Supplemental Indenture, dated as of May 1, 1997, between
SWEPCO and the Bank of New York, as Trustee (incorporated herein
by reference to Exhibit 4.12 of SWEPCO's March 31, 1997 Form 10-Q,
File No. 1-3146).
(c.3) Amended and Restated Trust Agreement of SWEPCO Capital I, dated as
of May 1, 1997, among SWEPCO, as Depositor; the Bank of New York,
as Property Trustee; the Bank of New York (Delaware), as Delaware
Trustee; and the Administrative Trustee (incorporated herein by
reference to Exhibit 4.13 of SWEPCO's March 31, 1997 Form 10-Q,
File No. 1-3146).
(c.4) Guarantee Agreement, dated as of May 1, 1997, delivered by SWEPCO
for the benefit of the holders of SWEPCO Capital I's Preferred
Securities (incorporated herein by reference to Exhibit 4.14 of
SWEPCO's March 31, 1997 Form 10-Q, File No. 1-3146).
(c.5) Agreement as to Expenses and Liabilities, dated as of May 1, 1997
between SWEPCO and SWEPCO Capital I (incorporated herein by
reference to Exhibit 4.15 of SWEPCO's March 31, 1997 Form 10-Q,
File No. 1-3146).
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
WTU
C-4.1
(a) Indenture dated August 1, 1943, as amended through July 1, 1973, of
WTU, incorporated herein by reference to Exhibit 5.05 in File No.
2-60712.
(b) Supplemental Indentures to the First Mortgage Indenture:
Dated File Reference Exhibit
May 1, 1979 2-63931 2.02
November 15, 1981 2-74408 4.02
November 1, 1983 Form U-1, No. 70-6820 12
April 15, 1985 Form U-1, No. 70-6925 13
August 1, 1985 2-98843 4 (b)
May 1, 1986 Form U-1, No. 70-7237 4
December 1, 1989 Form U-1, No. 70-7719 3
June 1, 1992 Form U-1, No. 70-7936 10
October 1, 1992 Form U-1, No. 72-8057 10
February 1, 1994 Form U-1, No. 70-8265 10
March 1, 1995 Form U-1, No. 70-8057 10 (b)
October 1, 1995 Form U-1, No. 70-8057 10 (c)
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
Exhibit D
D-1 Tax allocation agreement - filed herewith.
Exhibit E
E-1 SWEPCO Statement of Environmental Laboratory Services for the year
ended December 31,1998 - filed herewith.
Exhibit F
F-1 Item 6. Part III. (a) and (b) - Compensation and Other Related
Information for the Officers and Directors of CSW, CPL, PSO, SWEPCO,
and WTU - filed herewith.
F-2 Detailed financial statements for certain subsidiaries of CSW
Energy, Inc. for the year ended December 31, 1998 - filed pursuant
to Section 22(b).
F-3 Detailed financial statements for SEEBOARD plc and subsidiaries for
the year ended December 31, 1998 - filed pursuant to Section 22(b).
F-4 Financial statements of Ash Creek Mining Company for the year ended
December 31, 1998 - filed herewith.
F-5 Financial statements of the Arklahoma Corporation for the fiscal
year ended November 30, 1998 - filed herewith.
Exhibit G Financial Data Schedules - filed herewith.
Exhibit H Organizational Charts
H-1 Organizational charts for investment in foreign utility company -
filed herewith.
H-2 Organizational charts for investments in exempt wholesale generators
filed herewith.
Exhibit I Audited Financial Statements of SEEBOARD plc for the fiscal year
ended December 31, 1998. Please refer to CSW International, Inc.
consolidating statements filed herewith.
<PAGE>
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, 1998, 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
/s/ Lawrence B. Connors
Date: April 30, 1999 By Lawrence B. Connors
Controller
<PAGE>
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, 1998, 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
/s/ R. Russell Davis
Date: April 30, 1999 By R. Russell Davis
Controller
CERTIFICATE OF INCORPORATION
OF
CSW ENERGY SERVICES, INC.
The undersigned, for the purpose of organizing a corporation under
the General Corporation Law of the State of Delaware, certifies:
FIRST: The name of the corporation is CSW Energy Services, Inc.
(hereinafter referred to as the "Corporation").
SECOND: The address of the Corporation's registered office in the
State of Delaware is The Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, County of New Castle. The name of its registered
agent at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may he organized under the General
Corporation Law of the State of Delaware (hereinafter referred to as the "GCL").
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is one thousand (1000) shares of common stock,
each without par value.
Each holder of Common Stock shall have one vote in respect of each
share of Common Stock held by such holder of record on the books of the
Corporation for the election of directors and on all other matters on which
stockholders of the Corporation are entitled to vote. The holders of shares of
Common Stock shall be entitled to receive, when and if declared by the Board of
<PAGE>
Directors, out of the assets of the Corporation which are by law available
therefor, dividends payable either in cash, in stock or otherwise.
FIFTH: The directors shall have power to adopt, amend or repeal
By-Laws of the Corporation, except as may otherwise be provided in the
By-Laws of the Corporation.
SIXTH: Elections of directors need not be by written ballot,
except as may otherwise be provided in the By-Laws of the Corporation.
SEVENTH: The name and mailing address of the incorporator is
Guilford W. Gaylord, Milbank, Tweed, Hadley and McCloy, one Chase Manhattan
Plaza, New York, New York 10005-1413.
WITNESS my signature this 24th day of September 1997,
/s/ Guilford W. Gaylord
Guilford W. Gaylord
Sole Incorporator
<PAGE>
STATEMENT OF ORGANIZATION BY INCORPORATOR
OF
CSW ENERGY SERVICES, INC.
The undersigned sole incorporator of CSW Energy Services, Inc.,
(hereinafter referred to as the "Corporation"), a Delaware corporation, pursuant
to Section 108(c) of the General Corporation Law, makes the following statement
and takes the following action to organize said corporation:
FIRST: The Certificate of Incorporation of the Corporation was
filed with the Secretary of State of Delaware on the 24th day of September
1997.
SECOND: The By-Laws annexed hereto are hereby adopted as the
By-Laws of the Corporation.
THIRD: The following named persons are hereby elected as the
directors of the Corporation to hold office until the first annual meeting of
stockholders and until their successors are elected or appointed and have
qualified:
Glenn Files
Richard H. Bremer
John H. Saenz
Thomas V. Shockley III
<PAGE>
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
24th day of September 1997.
/s/ Guilford W. Gaylord
Guilford W. Gaylord
Sole Incorporator
EXHIBIT D
FROM TAX DEPARTMENT
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, 1999
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
1 of 15
<PAGE>
Southwestern Electric Power Company 72-0323455
Shreveport, Louisiana
West Texas Utilities Company 75-0646790
Abilene, Texas
Central and South West Services, Inc. 75-1296566
Dallas, Texas
CSW Leasing, Inc. 75-2013749
Dallas, Texas
CSW Credit, Inc. 75-2055555
Dallas, Texas
CSW Energy, Inc. 75-1901710
Dallas, Texas
CSW Power Marketing, Inc. 75-2696741
Dallas, Texas
Ash Creek Mining Company 73-1008093
Tulsa, Oklahoma
Southwest Arkansas Utilities Corp. 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
C3 Communications, Inc. 75-2548781
Dallas, Texas
CSWC Southwest Holding, Inc. 74-2803758
Dallas, Texas
2 of 15
<PAGE>
CSWC TeleChoice Management, Inc. 74-2803759
Dallas, Texas
CSWC TeleChoice, Inc. 74-2803760
Dallas, Texas
CSW International, Inc. 75-2569322
Dallas, Texas
CSW Mulberry, Inc. 75-2523281
Dallas, Texas
Newgulf Power Venture, Inc. 75-2562614
Dallas, Texas
CSW Nevada, Inc. 75-2562610
Dallas, Texas
Enershop, Inc. 75-2613053
Dallas, Texas
Envirothem 75-1797088
Dallas, Texas
CSW International (U.K.), Inc. 75-2638928
Dallas, Texas
CSW International Two, Inc. 75-2638929
Dallas, Texas
CSW International Three, Inc. 75-2638930
Dallas, Texas
CSW Mulberry II, Inc. 75-2562612
Dallas, Texas
CSW Orange II, Inc. 75-2562609
Dallas, Texas
CSW Development-3, Inc. 75-2638922
Dallas, Texas
CSW Northwest GP, Inc. 75-2638926
Dallas, Texas
CSW Northwest LP, Inc. 75-2638925
Dallas, Texas
3 of 15
<PAGE>
CSW Sweeny GP I, Inc. 75-2627173
Dallas, Texas
CSW Sweeny GP II, Inc. 75-2627175
Dallas, Texas
CSW Sweeny LP I, Inc. 75-2627176
Dallas, Texas
CSW Sweeny LP II, Inc. 75-2627177
Dallas, Texas
CSW Energy Services, Inc. 75-2730186
Dallas, Texas
CSW Services International, Inc. 75-2747384
Dallas, Texas
Latin American Energy Holding, Inc. 75-2731945
Dallas, Texas
CSW Eastex GP I, Inc. 75-2785545
Dallas, Texas
CSW Eastex GP II, Inc. 75-2785546
Dallas, Texas
CSW Eastex LP I, Inc. 75-2785548
Dallas, Texas
CSW Eastex LP II, Inc. 75-2785547
Dallas, Texas
CSW Frontera GP I, Inc. 75-2747382
Dallas, Texas
CSW Frontera GP II, Inc. 75-2747380
Dallas, Texas
CSW Frontera LP I, Inc. 75-2747376
Dallas, Texas
CSW Frontera LP II, Inc. 75-2747374
Dallas, Texas
Southwestern Wholesale Electric Co. 74-2907049
Dallas, Texas
4 of 15
<PAGE>
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.
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<PAGE>
These definitions shall apply, as appropriate, in the context of the
Alternative Minimum Tax ("AMT").
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 & Foreign Tax
Credit ("FTC") and calculated prior to the reduction for any credits
including the AMT & FTC credit, will be allocated among the members
of the group based on the ratio of each member's separate return
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<PAGE>
corporate taxable income to the total separate return corporate
taxable income.
(c) The consolidated AMT 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.
(d) 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
7 of 15
<PAGE>
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.
(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
8 of 15
<PAGE>
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 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
9 of 15
<PAGE>
offset separate return corporate taxable income with such carryovers.
5. PARENT CORPORATION LOSS
Any regular tax savings in consolidation from the parent corporation,
excluding the effects of extraordinary items, 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.
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 1998 and all
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<PAGE>
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, 1998.
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
/s/ Lawrence B. Connors
Lawrence B. Connors, Controller
Central and South West Services, Inc.
By /s/ E.R. Brooks
Chairman and Chief Executive Officer
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<PAGE>
Central Power and Light Company
By /s/ Gonzalo Sandoval
President
Public Service Company of Oklahoma
By /s/ T.D. Churchwell
President
Southwestern Electric Power Company
By /s/ Michael H. Madison
President
West Texas Utilities Company
By /s/ Paul Brower
President
CSW Energy, Inc.
CSW Development-I, Inc.
CSW Development-II, Inc.
CSW Development-3, Inc.
CSW Ft. Lupton, Inc.
Noah I Power G.P., Inc.
CSW Orange, Inc.
CSW Orange II, Inc.
CSW Northwest GP, Inc.
CSW Northwest LP, Inc.
12 of 15
<PAGE>
CSW Sweeny GP I, Inc.
CSW Sweeny GP II, Inc.
CSW Sweeny LP I, Inc.
CSW Sweeny LP II, Inc.
CSW Mulberry, Inc.
CSW Mulberry II, Inc.
Newgulf Power Venture, Inc.
CSW Nevada, Inc.
CSW Eastex GP I, Inc.
CSW Eastex GP II, Inc.
CSW Eastex LP I, Inc.
CSW Eastex LP II, Inc.
CSW Frontera GP I, Inc.
CSW Frontera GP II, Inc.
CSW Frontera LP I, Inc.
CSW Frontera LP II, 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/ Glenn D. Rosilier
President
CSW Energy Services, Inc.
Enershop, Inc.
Envirotherm
By /s/ Richard H. Bremer
President
13 of 15
<PAGE>
Ash Creek Mining Company
By /s/ E. Michael Williams
President
Southwest Arkansas Utilities Corporation
By /s/ Thomas H. DeWeese
President
C3 Communications, Inc.
CSWC Southwest Holding, Inc.
CSWC TeleChoice Management, Inc.
CSWC TeleChoice, Inc.
By /s/ Richard H. Bremer
President
CSW Services International, Inc.
CSW International, Inc.
CSW International (U.K.), Inc.
CSW International Two, Inc.
CSW International Three, Inc.
Latin American Energy Holdings, Inc.
By /s/ Terry D. Dennis
President
14 of 15
<PAGE>
CSW Power Marketing, Inc.
By /s/ Terry D. Dennis
President
Southwestern Wholesale Electric Company
By /s/ Michael H. Madison
President
15 of 15
EXHIBIT E
SOUTHWESTERN ELECTRIC POWER COMPANY
ENVIRONMENTAL SERVICES LABORATORY ANALYSIS
1998
Sabine Mining Company $49,956
General Electric Company 3,478
Pump Masters Inc - Environmental Services 765
Mississippi River Transmission
Corporation 550
Miscellaneous (less than $500) 1,180
----------
TOTAL $55,929
----------
EXECUTIVE COMPENSATION
Executive Compensation Committee Report
The Corporation's executive compensation program has as its foundation the
following objectives:
* Maintaining a total compensation program consisting of base salary,
performance incentives and benefits designed to support the corporate goal of
providing superior value to our stockholders and customers;
* Providing comprehensive programs which serve to facilitate the
recruitment, retention and motivation of qualified executives; and
* Rewarding key executives for achieving financial, operating and individual
objectives that produce a return to the Corporation's stockholders in both
the long-term and the short-term.
The Executive Compensation Committee of the Board (Compensation
Committee), which consists of five independent outside directors, has designed
the Corporation's executive compensation programs around a strong
pay-for-performance philosophy. The Compensation Committee strives to maintain
competitive levels of total compensation as compared to peers in the utility
industry.
Each year, the Compensation Committee conducts a comprehensive review of
the Corporation's executive compensation programs. The Compensation Committee is
assisted in these efforts by an independent consultant and by the Corporation's
internal staff, who provide the Compensation Committee with relevant information
and recommendations regarding the compensation policies, programs and specific
compensation practices. This review is designed to ensure that the programs are
in place to enable the Corporation to achieve its strategic and operating
objectives and provide superior value to its stockholders, the Corporation's
customers and to document the Corporation's relative competitive position.
The Compensation Committee reviews a comparison of the Corporation's
compensation programs with those offered by comparable companies within the
utility industry. For each component of compensation, as well as total
compensation, the Compensation Committee seeks to ensure that the Corporation's
level of compensation for expected level of performance approximates the average
or mean for executive officers in similar positions at comparable companies. In
most years, this means that the level of total compensation for expected
performance will be near the average for comparable companies. Performance above
or below expected levels is reflected in a corresponding increase or reduction
in the incentive portion of our compensation program.
The amounts of each of the primary components of executive
compensation-salary, annual incentive plan awards and long-term incentive plan
awards--will fluctuate according to individual, business unit and/or corporate
performance, as described in detail in this report. Corporate performance for
these purposes is measured against a peer group of selected companies in the
utility industry (Utility Peer Group). The Utility Peer Group consists of the
companies listed in the S&P Electric Utility Index, as well as large regional
competitors. The Compensation Committee believes that using the Utility Peer
Group provides an objective measure to compare performance benchmarks
appropriate for compensation purposes.
The Corporation's executive compensation program includes several
components serving long-term and short-term objectives. The Corporation also
provides its senior executive officers with benefits under the Special Executive
Retirement Plan and all executive officers with certain executive perquisites,
as noted in this Proxy Statement.
In addition, the Corporation maintains for each of its executive officers
a package of benefits under its pension and welfare benefit plans that are
generally provided to all employees, including group health, life, disability
and accident insurance plans, tax-advantaged reimbursement accounts, a defined
benefit pension plan and the 401(k) savings plan. There is no relationship
between this package and corporate performance.
The following describes the relationship of compensation to performance
for the principal components of executive officer compensation:
Base Salary: Each executive officer's corporate position is matched to a
comparable position within the utility industry and is valued at the 50th
percentile market level. In some cases, these positions are common in both the
utility industry as well as general industry. In these cases, comparisons are
made to both markets, although pay decisions are influenced only by the utility
industry data. Once these market values are determined, the position is then
evaluated based on the position's overall contribution to corporate goals. This
internal weighting is combined with the value the market places on the
associated job responsibilities and a salary is assigned to that position. Each
year the assigned values are reviewed against market conditions, including
compensation practices in the Utility Peer Group inflation and supply and demand
in the labor markets. If these conditions change significantly there may be an
adjustment to base salary. Finally, the results of the executive officer's
performance over the past year becomes part of the basis of the Compensation
Committee's decision to approve, at its discretion, base salaries of executive
officers.
Incentive Programs - General: The executive incentive programs are designed to
strike an appropriate balance between short-term accomplishments and the
Corporation's need to effectively plan for and perform over the long-term.
Incentive Programs - Annual Incentive Plan: The Annual Incentive Plan (AIP) is a
short-term bonus plan rewarding annual performance. AIP awards are determined
under a formula that directly ties the amount of the award with levels of
achievement for specific corporate and individual performance. Business unit
executives' awards are also based on specific business unit performance. The
amount of an executive officer's AIP equals the corporate results plus business
unit results, if applicable, times their individual performance results times
their target award.
Corporate performance is currently determined by two equally weighted
measures, earnings per share and cash flow. Threshold, target and exceptional
levels of performance are set by the Compensation Committee in the first quarter
of each year. The Compensation Committee considers both historic performance and
budgeted, or expected levels of performance, in setting these targets.
Performance for a given business unit represents the weighted average of
performance indices that measure the achievement of specific financial and/or
operational goals that are set and weighted at the beginning of the year for
that business unit.
The individual performance represents the average of results achieved on
several individual goals and a subjective evaluation of overall job performance.
Although individual performance goals do not repeat corporate performance
measures, these goals are constructed to support corporate performance goals or
initiatives. If an individual fails to achieve a minimum threshold performance
level on individual performance goals, that individual does not earn an AIP
award for that year.
Target awards for executive officers have been fixed at 50 percent of
salary for the Chief Executive Officer, President and Executive and Senior Vice
Presidents, 45 percent of salary for Business Unit Presidents and 35 percent of
salary for other officers. The award can vary from no payout to a maximum of 150
percent of target. These targets are established by a review of competitive
practice among the Utility Peer Group.
Performance under the AIP is measured or reviewed by each executive
officer's superior officer, or in the case of the Chief Executive Officer by the
Compensation Committee, with the assistance of internal staff. The results are
reviewed and are subject to approval by the Compensation Committee. Under the
terms of the AIP, the Compensation Committee in the exercise of its discretion,
may vary corporate or company performance measures and the form of payment for
AIP awards from year-to-year prior to establishing the awards, including payment
in cash or restricted stock, as determined by the Compensation Committee.
In 1998, AIP awards were determined based on the corporate performance,
business unit performance, if applicable, and individual performance. The
Compensation Committee reviewed the results of this calculation in determining
the size of awards.
Incentive Programs - Long-Term Incentive Plan: Amounts realized by the
Corporation's executive officers under awards made pursuant to the Central and
South West Corporation 1992 Long-Term Incentive Plan (LTIP) depend entirely upon
corporate performance. The Compensation Committee selects the form and amount of
LTIP awards based upon its evaluation of which vehicles then are best positioned
to serve as effective incentives for long-term performance.
Since 1992, the Compensation Committee has established LTIP awards in the
form of performance units. These awards provide incentives both for exceptional
corporate performance and to encourage retention. Each year, the Compensation
Committee has set a target award of a specified number of performance units
based on a percentage of salary and the stock price on the date the award is
established.
The payout of such an LTIP award is based upon a comparison of the
Corporation's total stockholder return over a three-year period, or "cycle",
against total stockholder returns of utilities in the Utility Peer Group over
the same three-year period. If the Corporation's total stockholder return for a
cycle falls in one of the top three quartiles of total stockholder returns
achieved at companies in the Utility Peer Group, the Corporation will make a
payout to participants for the three-year cycle then ending. First, second and
third quartile performance will result in payouts of 150 percent, 100 percent
and 50 percent of target, respectively. Performance in the fourth quartile
yields no payout under the LTIP.
Each year since the inception of the LTIP, a new three-year performance
cycle has been established. In January 1998, the Committee reviewed total
stockholder return results for the period covering 1995-1997, and because
performance was in the third quartile, granted restricted stock awards at 50
percent of target. For the cycle ending December 31, 1998, no restricted stock
awards were granted.
The Corporation from time to time has also granted stock options and
restricted stock under the LTIP. Stock options and restricted stock are granted
at the discretion of the Compensation Committee. Stock options, once vested,
allow grantees to buy specified numbers of shares of Common Stock at a specified
stock price, which to date has been the market price on the date of grant. In
determining grants to date, the Compensation Committee has considered both the
number and value of options granted by companies in the Utility Peer Group with
respect to both the number and value of options awarded by the Corporation, and
the relative amounts of other long-term incentive awards at the Corporation and
such peers. The executive officers' realization of any value on the options
depends upon stock appreciation. No executive officer owns in excess of one
percent of the Corporation's Common Stock. Further, the amounts of LTIP awards
are measured against similar practices at other companies in the Utility Peer
Group.
Tax Considerations: Section 162(m) of the Internal Revenue Code, as amended
(Code), generally limits the Corporation's federal income tax deduction for
compensation paid in any taxable year to any one of the five highest paid
executive officers named in the Corporation's proxy statement to $1 million. 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 meets the
Code definition of performance-based compensation. Under the tax law, the amount
of a performance-based incentive award must be based entirely on an objective
formula, without any subjective consideration of individual performance, to be
considered performance-based.
The Compensation Committee has carefully considered the impact of this
law. At this time, the Compensation Committee believes it is in the
Corporation's and stockholder's best interest to retain the subjective
determination of individual performance under the AIP. Consequently, payments
under the AIP, if any, to the named executive officers may be subject to the
limitation imposed by the Code section 162(m). In 1997, stockholders approved
the restated LTIP and re-qualified the plan for Code section 162(m) purposes.
Rationale for CEO Compensation
In 1998, Mr. Brooks' compensation was determined as described above for
all of the Corporation's executive officers.
Mr. Brooks' annual salary increased in 1998 to $775,000 from $700,000, a
level which had been maintained since 1996. The Compensation Committee reviewed
Mr. Brooks' salary as a part of its overall annual review of executive
compensation. His salary is based on market information for similar positions,
as well as changes in the salaries of chief executive officers at comparable
regional utilities (not limited to the Utility Peer Group).
Mr. Brooks' target AIP award for 1998 was 50 percent of his salary.
Based on corporate and individual results Mr. Brooks' AIP for 1998, which was
paid in 1999, was 150% of target.
In 1998, the Compensation Committee established Mr. Brooks' target
performance units for LTIP for the 1998-2000 cycle of 18,106 units to be paid in
shares of restricted stock in 2000, if performance measures are met. Mr. Brooks'
target amount was derived by reference to the number and value of grants to
chief executive officers at comparable companies.
EXECUTIVE COMPENSATION COMMITTEE
Joe H. Foy, Chairman
Molly Shi Boren
William R. Howell
Robert W. Lawless
Richard L. Sandor
Cash and Other Forms of Compensation
The following table sets forth the aggregate cash and other compensation
for services rendered for the fiscal years 1998, 1997 and 1996 paid or awarded
by the Corporation to the Chief Executive Officer and each of the four most
highly compensated executive officers (Named Executive Officers).
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-----------------------------------------------
Annual Compensation Awards Payouts
--------------------------------- ------------ ----------
Other All
Annual Restricted Securities Other
Compen- Stock Underlying LTIP Compen-
Name and Salary Bonus sation Award(s) Options/ Payouts sation
Principal Position Year ($) ($)(1) ($)(2) ($)(1)(3) SARs(#) ($)(4) ($)(5)
- -------------------- ---- ------- ------- ------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E.R. Brooks 1998 741,345 450,000 119,057 -- -- 220,748 23,263
Chairman, 1997 699,999 375,200 14,723 -- 65,000 -- 23,757
and Chief Executive 1996 657,692 374,354 22,267 417,688 -- -- 23,992
Officer
T.V. Shockley,III 1998 518,462 300,000 20,921 -- -- 130,928 23,263
President and Chief 1997 490,000 215,662 4,325 -- 41,000 -- 23,757
Operating Officer 1996 435,212 242,565 10,746 248,563 -- -- 21,742
Glenn Files 1998 392,307 125,000 10,753 -- -- 75,992 23,263
Senior Vice President 1997 374,999 143,099 8,534 -- 31,000 -- 23,757
Electric Operations 1996 331,135 44,860 66,415 153,750 -- -- 23,992
Ferd. C. Meyer, Jr. 1998 359,272 185,000 8,893 -- -- 102,810 23,263
Executive Vice 1997 345,051 157,157 3,950 -- 29,000 -- 21,307
President and 1996 345,051 209,898 8,910 194,750 -- -- 21,742
General Counsel
Glenn D. Rosilier 1998 348,636 185,000 6,042 -- -- 102,810 23,263
Executive Vice 1997 334,751 161,055 3,594 -- 28,000 -- 23,757
President and Chief 1996 334,751 209,898 10,331 194,750 -- -- 23,992
Financial Officer
</TABLE>
(1)Amounts in these columns are paid or awarded in a calendar year for
performance in a preceding year.
(2)The following are the 1998 perquisites and other personal benefits required
to be identified in respect of the following Named Executive Officer: E.R.
Brooks (i) use of company aircraft $26,896, and (ii) financial planning fees
$30,736.
(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, including the
number of underlying shares, shall be made. The awards reflected in this
column were made in 1996 and have a four-year vesting period with 25 percent
of the stock vesting on each anniversary date. Upon vesting, shares of Common
Stock are re-issued without restrictions. The individual receives dividends
and may vote shares of restricted stock, even before they are vested. The
amount reported in the Summary Compensation Table represents the market value
of the shares at the date of grant.
(4)The awards reflected in this column are the value of restricted shares paid
out under the LTIP in 1998. The awards have a two-year vesting period with 50
percent of the stock vesting on each anniversary date. Upon vesting, shares
of Common Stock are re-issued without restrictions. The individual receives
dividends and may vote shares of restricted stock, even before they are
vested. The amount reported in the Summary Compensation Table represents the
market value of the shares at the date of grant.
(5)Amounts shown in this column consist of (i) the annual employer matching
payments to CSW's Retirement Savings Plan, (ii) premiums paid per participant
for personal liability insurance and (iii) average amounts of premiums paid
per participant in those years under CSW's memorial gift program. See "Other
Information Regarding the Board of Directors Meetings and Compensation" for a
description of the Corporation's memorial gift program.
As of the end of 1998, the aggregate restricted stock holdings of each of the
Named Executive Officers were:
Restricted Stock Held Market Value at
At December 31, 1998 December 31, 1998
---------------------- ---------------------
E. R. Brooks 16,307 $447,423
T. V. Shockley, III 9,688 $265,815
Ferd. C. Meyer, Jr. 7,599 $208,498
Glenn Files 5,808 $159,357
Glenn D. Rosilier 7,599 $208,498
Option/SAR Grants
No stock option or appreciation rights were granted in 1998.
Option/SAR Exercises and Year-End Value Table
Shown below is information regarding option/SAR exercises during 1998 and
unexercised options/SARs as of December 31, 1998, for the Named Executive
Officers.
Aggregated Option/SAR Exercises in 1998
and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Value Underlying Unexercised In-the-Money Options/SARs
Shares Acquired Realized Options/SARs at Year-End Options/SARs at Year-End
Name on Exercise(#) ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
E.R. Brooks 21,666 144,891 65,175/43,334 33,448/289,796
T.V. Shockley, III -- -- 55,897/27,334 113,065/182,796
Glenn Files -- -- 33,986/20,667 83,564/138,211
Ferd. C. Meyer, Jr. 9,666 64,641 32,889/19,334 16,880/129,296
Glenn D. Rosilier -- -- 42,222/18,667 79,294/124,836
</TABLE>
(1) Calculated based upon the difference between the closing price of the
Corporation's Common Stock on the New York Stock Exchange on December 31,
1998 ($27.4375 per share) and the exercise price per share of the
outstanding unexercisable and exercisable options ($20.750, $24.813 and
$29.625, as applicable).
Long-Term Incentive Plan Awards in 1998
The following table shows information concerning awards made to the Named
Executive Officers during 1998 under the LTIP:
Estimated Future Payouts under
Non-Stock Price Based Plans
-------------------------------
Performance
or
Other Period
Number of Until
Shares, Units Maturation
or Or Payout Threshold Target Maximum
Name Other Rights (1) ($) ($) ($)
- --------------------------------------------------------------------------------
E.R. Brooks 18,106 2 years - 490,000 735,000
T.V.Shockley, III 10,864 2 years - 294,000 441,000
Glenn Files 8,314 2 years - 225,000 337,500
Ferd.C.Meyer, Jr. 7,650 2 years - 207,030 310,545
Glenn D. Rosilier 7,422 2 years - 200,850 301,275
(1) Vesting period for awards paid at end of three-year cycle.
Payouts of the awards are contingent upon the Corporation's achieving a
specified level of total stockholder return, relative to a peer group of utility
companies, for a three-year period or cycle and exceeding a certain defined
minimum threshold. 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 canceled. The LTIP
contains provision-accelerating awards upon a change in control of the
Corporation. If a change in control of the Corporation occurs, all options and
SARs become fully exercisable and 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. The LTIP also contains provisions designed to prevent
circumvention of the above acceleration provisions through coerced termination
of an employee prior to a change in control. See "Executive Compensation
Committee Report - Incentive Programs - Long-Term Incentive Plan" for a more
thorough discussion of the terms of the LTIP.
Retirement Plan
CSW maintains the tax-qualified CSW Cash Balance Plan for eligible
employees. In addition, CSW maintains the SERP, a non-qualified ERISA excess
plan, that primarily provides benefits that cannot be payable under the CSW Cash
Balance Plan because of maximum limitations imposed on such plans by the Code.
Under the cash balance formula, each participant has an account for
recordkeeping purposes only, to which dollar amount credits are allocated
annually based on a percentage of the participant's pay. Pay for the CSW Cash
Balance Plan includes base pay, bonuses, overtime, and commissions. The
applicable percentage is determined by the age and years of vesting service the
participant has with CSW and its affiliates as of December 31 of each year (or
as of the participant's termination date, if earlier). The following table shows
the applicable percentage used to determine dollar amount credits at the age and
years of service indicated:
Sum of Age
plus Applicable
Years of Service Percentage
less than 30 3.0%
30-39 3.5%
40-49 4.5%
50-59 5.5%
60-69 7.0%
70 or more 8.5%
As of December 31, 1998, the sum of age plus years of service of the
Named Executive Officers for the cash balance formula is as follows: Mr.
Brooks, 98; Mr. Shockley, 75; Mr. Files, 78; Mr. Meyer, 76; and Mr. Rosilier,
73.
All dollar amount balances in the accounts of participants earn a fixed
rate of interest which is also credited annually. The interest rate for a
particular year is the average rate of return of the 30-year Treasury Rate for
November of the prior year. For 1998, the interest rate was 6.11%. For 1999, the
interest rate is 5.25%. Interest continues to be credited as long as the
participant's balance remains in the plan.
At retirement or other termination of employment, an amount equal to the
vested balance (including qualified and SERP benefits) then credited to the
account is payable to the participant in the form of an immediate or deferred
lump-sum or annuity. Benefits (both from the CSW Cash Balance Plan and the SERP)
under the cash balance formula are not subject to reduction for Social Security
benefits or other offset amounts. The estimated annual benefit payable to each
of the Named Executive Officers as a single life annuity at age 65 under the CSW
Cash Balance Plan and the SERP is: Mr. Brooks, $421,872; Mr. Shockley, $203,853;
Mr. Meyer, $130,191; Mr. Rosilier, $214,228; and Mr. Files, $233,016. These
projections are based on the following assumptions: (1) participant remains
employed until age 65; (2) salary used is base pay for calendar year 1998,
assuming no future increases plus bonus at 1998 target level; (3) interest
credit of 5.25% for 1999 and future years; and (4) the conversion of the
lump-sum cash balance to a single life annuity at normal retirement age, based
on an interest rate of 5.25% and the 1983 Group Annuity Mortality Table, which
sets forth generally accepted life expectancies.
In addition, certain employees who were 50 or over and had completed at
least 10 years of service as of July, 1997, also continue to earn a benefit
using the prior pension formula. At commencement of benefits, the following
Named Executive Officers have a choice of their accrued benefit using the cash
balance formula or their accrued benefit using the prior pension formula: Mr.
Brooks, Mr. Shockley and Mr. Meyer. Once the participant selects either the
earned benefit under the cash balance formula or the earned benefit under the
prior pension formula, the other earned benefit is no longer available.
The table below shows the estimated combined benefits payable from both
the prior pension formula and the SERP based on retirement age of 65, the
average compensation shown, the years of credited service shown, continued
existence of the prior pension formula without substantial change and payment in
the form of a single life annuity.
Annual Benefits After
Specified Years of Credited Service
------------------------------------------------------------
Compensation Average 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
850,000 212,925 283,333 357,167 425,000
950,000 237,975 316,667 395,833 475,000
Benefits payable under the prior pension formula are based upon the
participant's years of credited service (up to a maximum of 30 years), age at
retirement and covered compensation earned by the participant. The annual normal
retirement benefit payable under the prior pension formula and the SERP are
based on 1.67% of "Average Compensation" times the number of years of credited
service (reduced by no more than 50 percent of a participant's age 62 or later
Social Security benefit). "Average Compensation" is covered compensation for the
prior pension formula and equals the average annual compensation, reported as
salary in the Summary Compensation Table, during the 36 consecutive months of
highest pay during the 120 months prior to retirement.
Respective years of credited service and ages, as of December 31, 1998,
for the three Named Executive Officers who continue to earn a benefit under the
prior pension formula are: Mr. Brooks, 30 and 61; Mr. Shockley, 15 and 53; and
Mr. Meyer, 17 and 59.
In addition, Mr. Shockley and Mr. Meyer have arrangements with CSW under
which they will receive a total of 30 years of credited service using the prior
pension formula (paid through the SERP) if they remain employed by CSW through
age 60. In 1992, Mr. Meyer completed five consecutive years of employment which
entitled him to receive five additional years of credited service (through the
SERP) as included in his years of service for the cash balance formula and the
prior pension formula as set forth above.
Change-in-Control Arrangements
Pursuant to Board approval in October 1996, CSW also has Change in Control
Agreements with the Named Executive Officers. The purpose of the Change in
Control Agreements is to assure the objective judgment and to retain the loyalty
of these individuals in the event of a Change in Control of CSW. A Change in
Control includes, among other things, any person gaining ownership or control of
25% or more of the outstanding shares of CSW's voting stock or the closing of
any merger, acquisition or consolidation following which the former stockholders
of CSW own less than 75% of the surviving entity.
The Change in Control Agreements entitle the Named Executive Officers, in
certain circumstances, including but not limited to, a termination by CSW within
three years after a Change in Control (prior to the expiration of the Change in
Control Agreements), to receive: (i) a lump sum payment equal to four times
their base salary plus target bonus; (ii) enhanced non-qualified retirement
benefits; (iii) continued health and other welfare benefits for up to three
years and (iv) various other non-qualified benefits. The Named Executive
Officers are also eligible for an additional payment, if required, to make them
whole for any excise tax imposed by Section 4999 of the Code.
CSW's LTIP provides for awards of stock options, stock appreciation
rights, restricted stock, phantom stock and performance unit awards to employees
selected by the CSW Executive Compensation Committee, including those
individuals named in the CSW Summary Compensation Table. Upon a Change in
Control (as defined in the LTIP), the awards previously granted to those
employees will become fully exercisable, fully vested, or fully earned.
Meetings and Compensation
The Board held six regular meetings and three special meetings during
1998. Directors who are not officers or employees of the Corporation receive
annual cash directors' fees of $12,000 for serving on the Board and a fee of
$1,250 per day plus expenses for each meeting of the Board or committee meeting
attended. The Corporation also has the Directors' Compensation Plan which awards
non-employee directors an annual award of 600 phantom stock shares. Pursuant to
the Directors' Compensation Plan, all phantom stock was vested and immediately
converted, on a share-for-share basis, to Common Stock after stockholder
approval of the proposed merger with AEP, on May 28, 1998. Any future awards of
phantom stock will be immediately vested, converted to common stock and issued.
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 director and meeting fees. Any committee
chairman who is also an officer of the Corporation receives no annual fees.
The Corporation maintains a memorial gift program for all of its current
directors, directors who have retired since 1992 and certain executive officers.
There are 17 current directors and executive officers and 14 retired directors
and officers eligible for the memorial gift program. Under this program, the
Corporation will make donations in a director's or executive officer's name for
up to three charitable organizations in 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 averaged $15,363 per participant for
1998, $15,803 per participant for 1997, and $16,367 per participant for 1996.
Non-employee directors are provided the opportunity to participate in the
Central and South West Deferred Compensation Plan for Directors. The plan allows
participants to defer up to $20,000 of board and committee fees. Participants
receive a ten-year annuity, based on the amount deferred, beginning at the
participant's normal retirement date from the Board.
Non-employee directors are provided the opportunity to enroll in a medical
and dental program offered by the Corporation. This program is identical to the
employee plan, and directors who elect coverage pay the same premium as active
employee participants in the plan. If a non-employee director terminates his
service on the Board with ten or more years of service and is over 70 years of
age, that director is eligible to receive retiree medical and dental benefits
coverage from 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
1998.
Security Ownership of Management
The following table shows securities beneficially owned as of December 31,
1998 by each director and nominee, certain executive officers and all directors
and executive officers as a group. Share amounts shown in this table include
options exercisable within 60 days after December 31, 1998, restricted stock,
shares of Common Stock credited to Retirement Savings Plan accounts and all
other shares of Common Stock beneficially owned by the listed persons.
Name CSW Common Stock (1)(2)
---- -----------------------
Molly Shi Boren 4,657
E.R. Brooks 139,579
Donald M. Carlton 9,520
T.J. Ellis 25,037
Glenn Files 53,388
Joe H. Foy 11,147
T.M. Hagan 21,181
William Howell 1,620
Robert W. Lawless 4,609
Venita McCellon-Allen 14,440
Ferd. C. Meyer, Jr. 50,390
James L. Powell 5,501
Glenn D. Rosilier 82,173
Richard L. Sandor 620
Thomas V. Shockley, III 87,302
All of the above and five other officersas a group 579,154
(CSW Directors and Officers)
- ----------------------------
(1) Shares for Ms. McCellon-Allen, Messrs. Brooks, Files, Hagan, Meyer,
Rosilier, Shockley, and CSW Directors and Officers include 1,502, 16,307,
5,808, 1,559, 7,599, 7,599, 9,688 and 8,496 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 8,600, 65,175, 33,986, 15,150, 32,889, 42,222, 55,897 and 59,468
shares of Common Stock underlying immediately exercisable options held by
Ms. McCellon-Allen, Messrs. Brooks, Files, Hagan, Meyer, Rosilier,
Shockley, and CSW Directors and Officers, respectively.
(2) All of the share amounts represent less than one percent of the
outstanding CSW Common Stock.
Security Ownership of Certain Beneficial Owners
Set forth below are the only persons or groups known to the Corporation as
of December 31, 1998, which have beneficial ownership of five percent or more of
the Corporation's Common Stock.
--------------------------------------------------------------------------
(3)
Amount and
(2) Nature of (4)
(1) Name and Address of Beneficial Percent of
Title of Class Beneficial Owners Ownership Class
--------------------------------------------------------------------------
Common Stock Barrow, Hanley, Mewhinney & 16,173,460 7.6%
Strauss, Inc.
1 McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, TX 75204-2429 (A)
Capital Research & Management 17,753,600 8.4%
Company
333 South Hope Street
Los Angeles, CA 90071-1447
(A) Vanguard Windsor Funds, Inc., P.O. Box 2600, Valley Forge, PA 19482,
reported beneficial ownership of 11,943,000 shares of Common Stock, or
5.6%. The 7.6% block of shares reported by Barrow, Hanley, Mewhinney &
Strauss, Inc. includes the Vanguard shares, based upon the information
contained in the Vanguard Windsor II Fund Annual Report dated October 31,
1998.
The following table sets forth the aggregate cash and other compensation
for services rendered for the fiscal years of 1998, 1997 and 1996 paid or
awarded to the President of each of the U.S. Electric Operating Companies and
the Named Executive Officers as defined below.
Because of the functional restructuring undertaken by CSW during 1996,
certain of the Executive Officers of the U.S. Electric Operating Companies,
Messrs. Files, Bremer, Zemanek and Verret, are not actually employed by any of
the U.S. Electric Operating Companies. Instead, they are employed by CSW
Services and manage CSW business units and perform policy-making functions that
are integral to the U.S. Electric Operating Companies. Therefore, these
individuals are included in the Summary Compensation Table as Named Executive
Officers due to the functional perspective regarding the management of the
companies.
U.S. Electric Operating Companies
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
---------------------------------------------------------
Annual Compensation Awards Payouts
----------------------- -------------------- ---------------------------------
Other All
Annual Restricted Securities Other
Name and Compen- Stock Underlying LTIP Compen-
Principal Position Salary Bonus sation Award(s) Options/ Payouts sation
at Registrant Year ($) ($)(1) ($)(2) ($)(1)(3) SARs(#) ($)(4) ($)(5)
- -------------------- ---- ------- ------- ------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Glenn Files 1998 392,307 125,000 10,753 -- -- 75,992 23,263
Senior Vice President 1997 374,999 143,099 8,534 -- 31,000 -- 23,757
of CSW Electric 1996 331,135 44,860 66,415 153,750 -- -- 23,992
Operations (2,4,5)
Richard H. Bremer 1998 328,154 48,642 2,499 -- -- 87,818 23,263
President of CSW 1997 307,462 99,993 4,648 -- 26,000 -- 21,357
Energy Services 1996 305,910 144,404 73,711 153,750 -- -- 21,742
business unit (2,4,5)
Robert L. Zemanek 1998 294,144 9,560 49,818 -- -- 81,702 23,263
President of CSW 1997 283,250 89,279 10,272 -- 24,000 -- 23,757
Energy Delivery 1996 283,250 176,863 6,500 153,750 -- -- 23,992
business unit (2,4,5)
Richard P. Verret 1998 270,038 50,953 1,833 -- -- 47,576 7,900
President of CSW 1997 251,230 83,390 2,083 -- 21,000 -- 7,953
Production 1996 236,154 84,788 6,055 89,688 -- -- 7,590
(4,5)
J. Gonzalo Sandoval 1998 138,115 8,110 -- -- -- 18,944 6,580
General Manager/
President of CPL(4)
T.D. Churchwell 1998 199,904 6,738 2,359 -- -- 37,942 7,900
President of PSO 1997 192,500 53,672 2,167 -- 13,000 -- 6,398
(2,4,5) 1996 192,500 24,097 79,730 38,438 -- -- 5,340
Michael H. Madison 1998 178,593 53,150 28,914 -- -- 18,944 7,900
President of SWEPCO
(2,4,5)
Paul Brower, 1998 138,115 2,874 15,136 -- -- 18,944 6,344
General Manager/
President of WTU(2,4)
</TABLE>
(1) Amounts in these columns are paid or awarded in a calendar year for
performance in a preceding year.
(2) The following are the perquisites and other personal benefits required to
be identified in respect of each Named Executive Officer. In 1998, Mr.
Zemanek was reimbursed $12,000 for a company automobile allowance and
$19,314 for moving expenses. In 1998, Mr. Madison was reimbursed $8,100 for
a company automobile allowance and $6,444 for moving expenses. In 1998, Mr.
Brower was reimbursed $8,542 for membership dues.
1996 Relocation Reimbursements
------------------------------------------------
Glenn Files $25,662
Richard H. Bremer 34,117
T.D. Churchwell 38,955
(3) Grants of restricted stock are administered by the Executive
Compensation Committee of the CSW Board of Directors, which has the
authority to determine the individuals to whom and the terms upon which
restricted stock grants, including the number of underlying shares, shall
be made. The awards reflected in this column were made in 1996 and have a
four-year vesting period with 25 percent of the stock vesting on each
anniversary date. Upon vesting, shares of CSW Common Stock are re-issued
without restrictions. The individuals receive dividends and may vote shares
of restricted stock, even before they are vested. The amount reported in
the Summary Compensation Table represents the market value of the shares at
the date of grant. As of December 31, 1998, the aggregate restricted stock
holdings of each of the Named Executive Officers are presented in the
following table.
Restricted
Stock Held Market Value at
At December 31, December 31,
Name 1998 1998
---------------------------------------------------------------
Glenn Files 5,808 $159,357
Richard H. Bremer 6,245 171,347
Robert L. Zemanek 6,019 165,146
Richard P. Verret 3,508 96,251
J. Gonzalo Sandoval 1,450 39,784
T. D. Churchwell 2,152 59,046
Michael H. Madison 1,450 39,784
Paul J. Brower 1,450 39,784
(4)The awards reflected in this column are the value of restricted shares paid
out under the LTIP in 1998. The awards have a two-year vesting period with 50
percent of the stock vesting on each anniversary date. Upon vesting, shares
of CSW Common Stock are re-issued without restrictions. The individual
receives dividends and may vote shares of restricted stock, even before they
are vested. The amount reported in the Summary Compensation Table represents
the market value of the shares at the date of grant.
(5)Amounts shown in this column consist of: (i) the annual employer matching
payments to CSW's Retirement Savings Plan; (ii) premiums paid per participant
for personal liability insurance; and (iii) average amounts of premiums paid
per participant in those years 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 a participant's name to up to
three charitable organizations in an aggregate of $500,000, payable by CSW
upon such person's death. CSW maintains corporate-owned life insurance
policies to fund the program. The annual premiums paid by CSW are based on
pooled risks and averaged $15,363 per participant for 1998, $15,803 for 1997,
and $16,402 for 1996. In 1998, 1997 and 1996, Messrs. Bremer, Files and
Zemanek participated.
Option/SAR Grants
No stock options or appreciation rights were granted in 1998.
Option/SAR Exercises and Year-End Value Table
Shown below is information regarding option/SAR exercises during 1998 and
unexercised options/SARs at December 31, 1998 for the Named Executive Officers.
Aggregated Option/SAR Exercises in 1998
and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of CSW Securities Value of Unexercised
Value Underlying Unexercised In-the-Money Options/SARs
Shares Acquired Realized Options/SARs at Year-End Options/SARs at Year-End
Name on Exercise(#) ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Glenn Files -- -- 33,986/20,677 83,564/138,211
Richard H. Bremer -- -- 36,998/17,334 72,493/115,921
Robert L. Zemanek -- -- 33,430/16,000 69,051/107,000
Richard P. Verret 17,190 73,557 3,135/14,000 (6,858)/93,625
J. Gonzalo Sandoval 4,010 10,524 2,916/-- (6,379)/--
T. D. Churchwell 4,333 28,977 9,268/8,667 9,238/57,961
Michael H. Madison 7,676 35,040 3,135/7,334 (6,858)/49,046
Paul J. Brower -- -- 7,145/-- 3,666/--
</TABLE>
(1)Calculated based upon the difference between the closing price of CSW's
Shares on the New York Stock Exchange on December 31, 1998 ($27.4375 per
share) and the exercise price per share of the outstanding unexercisable and
exercisable options ($20.750, $24.813 and $29.625, as applicable).
Long-term Incentive Plan Awards in 1998
The following table shows information concerning awards made to the Named
Executive Officers during 1998 under the CSW LTIP.
Estimated Future Payouts under
Non-Stock Price Based Plans
-------------------------------
Performance
or
Other Period
Number of Until
Shares, Units Maturation
or Or Payout Threshold Target Maximum
Name Other Rights (1) ($) ($) ($)
- --------------------------------------------------------------------------------
Glenn Files 8,314 2 years -- 225,000 337,500
Richard H. Bremer 7,006 2 years -- 189,600 284,400
Robert L. Zemanek 6,280 2 years -- 169,950 254,925
Richard P. Verret 5,720 2 years -- 154,800 232,200
J. Gonzalo Sandoval -- 2 years -- - --
T. D. Churchwell 2,845 2 years -- 77,000 115,500
Michael H. Madison 2,439 2 years -- 66,000 99,000
Paul J. Brower -- 2 years -- -- --
(1) Vesting period for awards paid at end of three year cycle.
Payouts of these awards are contingent upon CSW's achieving a specified
level of total stockholder return, relative to a peer group of utility
companies, for a three-year period, or cycle, and exceeding a certain defined
minimum threshold. 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 canceled. The CSW LTIP
contains a provision accelerating awards upon a change in control of CSW. If a
change in control of CSW occurs, all options and SARs become fully exercisable
and all restrictions, terms and conditions applicable to all restricted stock
are deemed lapsed and satisfied and all performance-based units are deemed to
have been fully earned, as of the date of the change in control. The CSW LTIP
also contains provisions designed to prevent circumvention of the above
acceleration provisions through coerced termination of an employee prior to a
change in control.
Retirement Plan
CSW maintains the Retirement Plan for eligible employees. In addition, CSW
maintains the SERP, a non-qualified ERISA excess plan, that primarily provides
benefits that cannot be payable under the Retirement Plan because of maximum
limitations imposed on such plans by the Internal Revenue Code. Under the cash
balance formula, each participant has an account for recordkeeping purposes
only, to which dollar amount credits are allocated annually based on a
percentage of the participant's pay. Pay for the Retirement Plan includes base
pay, bonuses, overtime, and commissions. The applicable percentage is determined
by the age and years of vesting service the participant has with CSW and its
affiliates as of December 31 of each year (or as of the participant's
termination date, if earlier). The following table shows the applicable
percentage used to determine dollar amount credits at the age and years of
service indicated.
Sum of Age plus
Years of Service Applicable Percentage
------------------------------------------------
less than 30 3.0%
30-39 3.5%
40-49 4.5%
50-59 5.5%
60-69 7.0%
70 or more 8.5%
As of December 31, 1998, the sum of age plus years of service of the Named
Executive Officers for the cash balance formula are as follows: Mr. Files, 78;
Mr. Bremer, 71; Mr. Zemanek, 75; Mr. Verret, 78; Mr. Sandoval, 74, Mr.
Churchwell, 74; Mr. Madison, 77; Mr. Brower, 71.
All dollar amount balances in the accounts of participants earn a fixed
rate of interest which is also credited annually. The interest rate for a
particular year is the average rate of return of the 30-year Treasury Rate for
November of the prior year. For 1998, the interest rate was 6.11%. For 1999, the
interest rate is 5.25%. Interest continues to be credited as long as the
participant's balance remains in the plan.
At retirement or other termination of employment, an amount equal to the
vested balance (including qualified and SERP benefit) then credited to the
account is payable to the participant in the form of an immediate or deferred
lump-sum or annuity. Benefits (both from the Retirement Plan and the SERP) under
the cash balance formula are not subject to reduction for Social Security
benefits or other offset amounts. The estimated annual benefit payable to each
of the Named Officers as a single life annuity at age 65 under the Retirement
Plan and the SERP is: Mr. Files, $233,016; Mr. Bremer, $180,955; Mr. Zemanek,
$200,710; Mr. Verret, $148,896; Mr. Sandoval, $81,802; Mr. Churchwell; $93,338;
Mr. Madison, $114,653; Mr. Brower, $67,063. These projections are based on the
following assumptions: (1) participant remains employed until age 65; (2) salary
used is base pay paid for calendar year 1998 assuming no future increases plus
bonus at 1998 target level; (3) interest credit at 5.25% for 1999 and future
years; and (4) the conversion of the lump-sum cash balance to a single life
annuity at normal retirement age is based on an interest rate of 5.25% and the
1983 Group Annuity Mortality Table, which sets forth generally accepted life
expectancies.
In addition, certain employees who were 50 or over and had completed at
least 10 years of service as of July 1, 1997, also continue to earn a benefit
using the prior pension formula. At commencement of benefits, Mr. Verret and Mr.
Churchwell have a choice of their accrued benefit using the cash balance formula
or their accrued benefit using the prior pension formula. Once the participant
selects either the earned benefit under the cash balance formula or the earned
benefit under the prior pension formula, the other earned benefit is no longer
available.
The table below shows the estimated combined benefits payable from both
the prior pension formula and the SERP based on retirement age of 65, the
average compensation shown, the years of credited service shown, continued
existence of the prior pension formula without substantial change and payment in
the form of a single life annuity.
Annual Benefits After
Specified Years of Credited Service
Average
Compensation 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
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
850,000 212,500 283,333 357,000 425,000
950,000 237,975 316,667 395,833 475,000
Benefits payable under the prior pension formula are based upon the
participant's years of credited service (up to a maximum of 30 years), age at
retirement, and covered compensation earned by the participant. The annual
normal retirement benefit payable under the prior pension formula and the SERP
are based on 1.67 percent of "Average Compensation" times the number of years of
credited service (reduced by no more than 50 percent of a participant's age 62
or later Social Security benefit). "Average Compensation" is covered
compensation for the prior pension formula and equals the average annual
compensation, reported as salary in the Summary Compensation Table, during the
36 consecutive months highest pay during the 120 months prior to retirement.
Respective years of credited service and ages, as of December 31, 1998,
for the following officers who continue to earn a benefit under the prior
pension formula are: Mr. Verret, 26 and 52, Mr. Churchwell, 20 and 54.
Meetings and Compensation
Those directors who are not also officers of CPL, PSO, SWEPCO and WTU
receive annual directors' fees and a fee of $300 plus expenses for each board or
committee meeting attended, as described below. They are also 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. The number of board meetings and
annual directors' fees are presented in the following table.
CPL PSO SWEPCO WTU
---------------------------------------------
Number of regular board meetings 4 4 4 4
Annual directors' fees $6,000 $6,000 $6,600 $6,000
Compensation Committee Interlocks and Insider Participation
No person serving during 1998 as a member of the Executive Compensation
Committee of the Board of Directors of CSW served as an officer or employee of
any Registrant during or prior to 1998. No person serving during 1998 as an
executive officer of the U.S. Electric Operating Companies serves or has served
on the compensation committee or as a director of another company whose
executive officers serve or has served as a member of the Executive Compensation
Committee of CSW or as a director of one of the U.S. Electric Operating
Companies.
Security Ownership of Management
The following tables show securities beneficially owned as of December 31,
1998, by each director, the President, Executive Officers and all directors and
Executive Officers as a group for each of the U.S. Electric Operating Companies.
Share amounts shown in this table include options exercisable within 60 days
after December 31, 1998, restricted stock, CSW Common Stock credited to Thrift
Plus accounts and all other CSW Common Stock beneficially owned by the listed
persons.
Each of the U.S. Electric Operating Companies has one or more series of
preferred stock outstanding. As of December 31, 1998, none of the individuals
listed in the following tables owned any shares of preferred stock of any of the
U.S. Electric Operating Companies.
Beneficial Ownership as of December 31, 1998
CSW Common
Underlying
CSW Restricted Immediately
Common Stock Exercisable
Name (1) (2) (3) Options (3)
- ------------------------------------------------------------------------
CPL
John F. Brimberry 1,097 -- --
E. R. Brooks 139,579 16,307 65,175
Glenn Files 53,388 5,808 33,986
Ruben M. Garcia -- -- --
Robert A. McAllen 250 -- --
Pete Morales, Jr. -- -- --
H. Lee Richards 1,400 -- --
J. Gonzalo Sandoval 5,200 1,450 2,916
Gerald E. Vaughn 10,535 1,450 5,003
Wendy Hargus 12,966 1,450 8,983
Alphonso Jackson 3,783 443 3,333
R. Russell Davis 1,406 -- 1,406
Brenda L. Snider 620 -- --
-------------------------------------------
TOTAL 230,224 26,908 120,802
PSO
E. R. Brooks 139,579 16,307 65,175
T. D. Churchwell 13,462 2,152 9,268
Harry A. Clarke -- -- --
Glenn Files 53,388 5,808 33,986
Paul K. Lackey, Jr. -- -- --
Paula Marshall-Chapman -- -- --
William R. McKamey 17,589 1,450 3,323
Dr. Robert B. Taylor, Jr. -- -- --
Wendy Hargus 12,966 1,450 8,983
R. Russell Davis 1,406 -- 1,406
Lina P. Holm 682 -- --
-------------------------------------------
TOTAL 239,072 27,167 122,141
SWEPCO
Karen C. Adams 2,587 -- 880
E. R. Brooks 139,579 16,307 65,175
James E. Davison 14,000 -- --
Glenn Files 53,388 5,808 33,986
Dr. Frederick E. Joyce -- -- --
John M. Lewis -- -- --
William C. Peatross -- -- --
Maxine P. Sarpy 100 -- --
Michael H. Madison 9,723 1,450 3,135
Wendy Hargus 12,966 1,450 8,983
R. Russell Davis 1,406 -- 1,406
Marilyn S. Kirkland -- -- --
------------------------------------------
TOTAL 233,749 25,015 113,565
WTU
E. R. Brooks 139,579 16,307 65,175
Paul J. Brower 10,890 1,450 7,145
Glenn Files 53,388 5,808 33,986
Tommy Morris 2,000 -- --
Dian G. Owen -- -- --
James M. Parker -- -- --
F. L. Stephens 8,098 -- --
Alphonso Jackson 3,783 443 3,333
Wendy Hargus 12,966 1,450 8,983
R. Russell Davis 1,406 -- 1,406
Martha Murray 3,209 -- --
-------------------------------------------
TOTAL 235,319 25,458 120,028
(1)Beneficial ownership percentages are all less than one percent and therefore
are omitted.
(2)These individuals currently have voting power, but not investment power,
with respect to these shares.
(3)These shares are included in the CSW Common column.
ASH CREEK MINING COMPANY
INCOME STATEMENTS
FOR THE MONTH ENDED DECEMBER 31, 1998
PAGE CURRENT MONTHS
REF MONTH TO DATE
----------- ------------- ----------
OPERATING REVENUE
Sale of Coal
Miscellaneous Operating Revenue $1,469 $1,630
------------- ----------
TOTAL OPERATING REVENUE 1,469 1,630
------------- ----------
OPERATING EXPENSES
Provision for Reclamation Expense
Reclamation Expense-Actual
Reclamation Accrual Reversal - Credit
General Mine Operation
General Mine Maintenance
Environmental Sampling
Royalties
Depreciation
Administrative and General (A) 326 5,556
Federal Income Taxes 400 (1,374)
State Income Taxes (12,249)
Deferred Income Taxes
Other Taxes
------------- ----------
TOTAL OPERATING EXPENSES 726 (8,067)
------------- ----------
NET OPERATING INCOME 743 9,697
------------- ----------
OTHER DEDUCTIONS
Interest Expense to PSO
Interest Expense Other
Miscellaneous Other Deduction - Property Write Down
Interest Income and Other
Gain on Sales of Assets
------------- ----------
TOTAL OTHER DEDUCTIONS
------------- ----------
NET INCOME (LOSS) 1 $743 $9,697
============= ==========
NET INCOME (LOSS) - BUDGET 1
============= ==========
NET INCOME (LOSS) - PRIOR YEAR 1 $689 ($140,656)
============= ==========
(A) Administrative and General Includes -
CSW Services $261
PSO
Utilities
Reclamation Bond Expense
Outside Services - Legal
Other 326 5,295
------------- ----------
Total $326 $5,556
============= ==========
<PAGE>
ASH CREEK MINING COMPANY
BALANCE SHEET
AS OF DECEMBER 31, 1998
BALANCE
ASSETS CLOSE OF BALANCE
CURRENT MONTH January 1, 1998
------------------- ---------------
PLANT
Ash Creek Mining Company
Buildings & Service Facilities
Equipment
Land & Land Rights
------------------- ---------------
TOTAL PLANT
Less: Reserve For Depreciation-Buildings
Reserve for Depreciation-Equipment
Reserve for Property Valuation
Retirement Work in Progress
------------------- ----------------
TOTAL RESERVE
------------------- ----------------
NET PLANT 0 0
------------------- ----------------
CURRENT & ACCRUED ASSETS
Cash $20,463 25,728
Working Funds
Temporary Cash Investments
Accounts Receivable-PSO
Accounts Receivable 1,863
Coal Inventory
Materials & Supplies
Prepayments
------------------- ----------------
TOTAL CURRENT & ACCRUED ASSETS 20,463 27,591
DEFERRED DEBITS
Development Cost Capitalized
Less: Reserve For Valuation Acct.
Other Deferred Debits
TOTAL DEFERRED DEBITS
------------------- ----------------
TOTAL ASSETS $20,463 $27,591
=================== ================
CAPITALIZATION & LIABILITIES
CAPITALIZATION
Common Stock $3,839,040 $3,839,040
Paid in Capital 6,449,384 6,484,384
Unappropriated Retained Earnings (10,268,516) (10,278,213)
Bonds
Unamortized Discount on Bonds
------------------- ----------------
TOTAL CAPITALIZATION 19,908 45,211
CURRENT & ACCRUED LIABILITIES
Notes Payable-PSO
Notes Payable-Other
Accounts Payable-PSO 27 26
Accounts Payable-Other 889 776
Taxes Accrued (360) (18,422)
Accrued Interest Payable-PSO
Accrued Interest Payable-Other
Misc. Current & Accrued Liabilities (1)
------------------- ----------------
TOTAL CURRENT & ACCRUED LIABILITIES 555 (17,620)
OTHER DEFERRED CREDITS
Deferred Investment Tax Credit
Deferred Taxes On Income
Reserve For Mine Closing
------------------- ----------------
TOTAL CAPITALIZATION & LIABILITIES $20,463 $27,591
=================== ================
ARTHUR ANDERSEN LLP
THE ARKLAHOMA CORPORATION
FINANCIAL STATEMENTS AS OF
NOVEMBER 30 , 1998 AND 1997
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of The Arklahoma Corporation:
We have audited the accompanying balance sheets of The Arklahoma Corporation (an
Arkansas corporation) as of November 30, 1998 and 1997, and the related
statements of income and 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 The Arklahoma Corporation as of
November 30, 1998 and 1997, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
/s/Arthur Andersen LLP
Oklahoma City, Oklahoma,
December 18,1998
<PAGE>
THE ARKLAHOMA CORPORATION
BALANCE SHEETS
NOVEMBER 30,1998 AND 1997
ASSETS 1998 1997
------
UTILITY PLANT:
Electric plant in service, at cost $2,561,863 $2,561,863
Less-Accumulated depreciation 2,249,240 2,249,240
---------- ----------
Total utility plant 312,623 312,623
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents 122,340 121,095
Accounts receivable -- 500
---------- ----------
Total current assets 122,340 121,595
---------- ----------
Total assets $ 434,963 $ 434,218
========== ==========
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock, par value $100 per share, 12,000 shares
Authorized, 500 shares outstanding $ 50,000 $ 50,000
Retained earnings 311,241 308,616
---------- ----------
Total capitalization 361,241 358,616
---------- ----------
CURRENT LIABILITIES:
Accounts payable 5,872 5,787
Accounts payable to affiliated companies 7,558 9,523
---------- ----------
Total current liabilities 13,430 15,310
---------- ----------
DEFERRED CREDITS:
Deferred income taxes 60,292 60,292
---------- ----------
Total liabilities 73,722 75,602
---------- ----------
Total capitalization and liabilities $ 434,963 $ 434,218
========== ==========
The accompanying notes are an integral part of these balance sheets.
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE YEARS ENDED NOVEMBER 30,1998 AND 1997
1998 1997
--------------- --------------
REVENUES:
Interest income $11,422 $10,303
Other -- 500
--------------- --------------
Total revenue 11,422 10,803
--------------- --------------
EXPENSES:
Administrative and general 7,900 7,078
Other 434 478
--------------- --------------
Total expenses 8,334 7,556
--------------- --------------
Income before Federal and state
income taxes 3,088 3,247
FEDERAL AND STATE INCOME TAXES 463 498
--------------- --------------
NET INCOME 2,625 2,749
RETAINED EARNINGS, beginning of year 308,616 305,867
--------------- --------------
RETAINED EARNINGS, end of year $ 311,241 $ 308,616
=============== ==============
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30,1998 AND 1997
1998 1997
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,625 $ 2,749
Change in current assets and liabilities
Accounts receivable 500 29,251
Accounts payable (1,880) (66,848)
--------- ---------
Net cash provided by (used in) operating
activities 1,245 (34,848)
--------- ---------
NET INCREASE (DECREASE) IN CASH EQUIVALENTS 1,245 (34,848)
CASH AND CASH EQUIVALENTS, beginning of year 121,095 155,943
--------- ---------
CASH AND CASH EQUIVALENTS, end of year $ 122,340 $ 121,095
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Net cash paid during the year for income taxes $ 487 $ 217
========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE ARKLAHOMA CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30,1998 AND 1997
1. OPERATIONS:
The Arklahoma Corporation's (the "Company") utility plant consists principally
of transmission facilities which are being leased to its three stockholder
companies from year to year. Pursuant to the terms of the lease agreement, the
lessees have agreed to pay all operating costs, including maintenance, repairs,
insurance and taxes assessed upon the properties. Such amounts totaled
approximately $730,000 and $680,000 in fiscal years 1998 and 1997, respectively.
Under the terms of the current lease agreement, annual rentals have been
discontinued but can be reinstated upon the agreement of the Company and the
lessees.
2. CASH AND CASH EQUIVALENTS:
For 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.
3. UTILITY PLANT:
Through fiscal year 1980, depreciation was provided using a straight-line rate
based on the electric plant's estimated composite service life of 33 years with
a salvage value of 10%. The utility plant became fully depreciated for financial
reporting purposes in fiscal year 1980, and no depreciation was provided in
fiscal years 1981, 1982 or 1983. In 1984, the Company acquired additional
property, which was depreciated over the remaining term of the lease. For income
tax reporting purposes, depreciation was calculated using a straight-line rate
with no estimated salvage value and an estimated useful life extended to
December 1988. All property was fully depreciated as of December 31, 1988.
4. INCOME TAXES:
Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." This
statement requires the liability method of accounting for income taxes. Under
the liability method, the deferred tax liability, or asset, is determined based
on the difference between the tax reporting and financial reporting bases of
assets and liabilities. The effect on deferred taxes of a change in tax rates
will be recognized in income in the period of the enactment of the rate change.
<PAGE>
Deferred income taxes resulted from temporary differences in financial versus
tax bases of fixed assets. The net tax liability is reflected as a deferred
income tax liability in the accompanying balance sheets.
The Company has an Oklahoma state net operating loss carryforward available to
reduce future Oklahoma State income taxes payable. The carryforward as of
November 30, 1998, is $16,883 for book purposes and $22,263 for tax return
purposes and begins to expire in 2002.
The Company had an Arkansas state net operating loss carryforward of $1,039,
which expired during 1998.
5. CONTINGENCY:
The Company and each of its three stockholder companies were party to an action
concerning an aircraft colliding into the Company's transmission line. In 1996,
the case was settled in the amount of $30,000. The three stockholder companies
were billed by the Company for reimbursement. Management received payment from
the stockholder companies in early 1997.
Exhibit H-1
ORGANIZATIONAL CHART
Investment in Foreign Utility Company
--------------------------
| Central and South West |
| Corporation |
--------------------------
|
|
|
--------------------------
| CSW International, Inc. |
--------------------------
|
-----------------------------------------------------------
| | | | |
----------------- ----------------- | ------------------ ----------------
|CSW International| |CSW International|||CSW International,| | Energia |
| Two, Inc. | | Three, Inc. ||| Inc. (Cayman) | |Internacional de|
----------------- ----------------- | ------------------ | CSW de S.A. de |
| | | | | | C.V. |
| | | | | | (Mexico) |
| | | | | ----------------
| | | ----------------- | |
---------------- | | | CSW Vale L.L.C. | | |
--| CSW UK Holdings| | | | (Cayman) | ------------------ |
| ---------------- | | ----------------- | Aceltek, S.A. de | |
| | | | | | R.L. de C.V. | |
| -------------- | | | | (Mexico) | |
| | CSW I Europe | | | | ------------------ |
| | Limited | | | -------------------------- | |
| -------------- | | | Empresa de Electricidade | | |
| | | | | Vale de Paranapanema S.A.| ---------------
| -------------- | | -------------------------- | Enertek, S.A. |
| | South Coast | | | | de C.V. |
| | Power Ltd. | | | | (Mexico) |
| -------------- | | ---------------
| ------------------- |
---|CSW Finance Company| |
------------------- |
| |
| |
-------------------
| CSW Investments |
-------------------
|
--------------------
| SEEBOARD Group plc |
--------------------
|
--------------
| SEEBOARD plc |
--------------
Exhibit H-2
ORGANIZATIONAL CHART
Investments in Exempt Wholesale Generators
--------------------------
| Central and South West |
| Corporation |
--------------------------
|
|
|
--------------------------
-----| CSW Energy, Inc. |---------------------
| -------------------------- |
| | | |
| | ---------------- |
| | | |
| -------------------------- ----------- |
| | CSW Development - 3 | | Newgulf | |
| | Inc | | Power | |
| -------------------------- | Venture | |
| ----------- |
| |
-------------------- ------------
| | | |
| | -------------- -------------
| | | CSW Frontera | | CSW Frontera|
---------------- ----------------- | GP I, Inc. | | LP I, Inc.|
| CSW Northwest | | CSW Northwest | -------------- -------------
| GP, Inc. | | LP, Inc. | | |
---------------- ----------------- -------------- -------------
| CSW Frontera | | CSW Frontera|
| GP II, Inc. | | LP II, Inc.|
-------------- -------------
| |
--------------------------
| Frontera Generation Ltd. |
| Partnership |
--------------------------
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0000018540
<NAME> CENTRAL AND SOUTH WEST CORPORTION
<SUBSIDIARY>
<NUMBER> 001
<NAME> CENTRAL AND SOUTH WEST CORPORATION
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8,263
<OTHER-PROPERTY-AND-INVEST> 333
<TOTAL-CURRENT-ASSETS> 1,751
<TOTAL-DEFERRED-CHARGES> 497
<OTHER-ASSETS> 2,900
<TOTAL-ASSETS> 13,744
<COMMON> 744
<CAPITAL-SURPLUS-PAID-IN> 1,049
<RETAINED-EARNINGS> 1,831
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,624
0
176
<LONG-TERM-DEBT-NET> 4,078
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<LONG-TERM-NOTES-PAYABLE> 40
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0
<CAPITAL-LEASE-OBLIGATIONS> 2
<LEASES-CURRENT> 3
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4,095
<TOT-CAPITALIZATION-AND-LIAB> 13,744
<GROSS-OPERATING-REVENUE> 5,482
<INCOME-TAX-EXPENSE> 203
<OTHER-OPERATING-EXPENSES> 4,413
<TOTAL-OPERATING-EXPENSES> 4,616
<OPERATING-INCOME-LOSS> 866
<OTHER-INCOME-NET> 42
<INCOME-BEFORE-INTEREST-EXPEN> 908
<TOTAL-INTEREST-EXPENSE> 468
<NET-INCOME> 440
8
<EARNINGS-AVAILABLE-FOR-COMM> 440
<COMMON-STOCK-DIVIDENDS> 369
<TOTAL-INTEREST-ON-BONDS> 208
<CASH-FLOW-OPERATIONS> 942
<EPS-PRIMARY> 2.07
<EPS-DILUTED> 2.07
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0000092487
<NAME> SOUTHWESTERN ELECTRIC POWER COMPANY
<SUBSIDIARY>
<NUMBER> 003
<NAME> SOUTHWESTERN ELECTRIC POWER COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,841
<OTHER-PROPERTY-AND-INVEST> 6
<TOTAL-CURRENT-ASSETS> 132
<TOTAL-DEFERRED-CHARGES> 17
<OTHER-ASSETS> 54
<TOTAL-ASSETS> 2,050
<COMMON> 136
<CAPITAL-SURPLUS-PAID-IN> 245
<RETAINED-EARNINGS> 300
<TOTAL-COMMON-STOCKHOLDERS-EQ> 681
0
5
<LONG-TERM-DEBT-NET> 615
<SHORT-TERM-NOTES> 41
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 41
0
<CAPITAL-LEASE-OBLIGATIONS> 2
<LEASES-CURRENT> 3
<OTHER-ITEMS-CAPITAL-AND-LIAB> 662
<TOT-CAPITALIZATION-AND-LIAB> 2,050
<GROSS-OPERATING-REVENUE> 953
<INCOME-TAX-EXPENSE> 48
<OTHER-OPERATING-EXPENSES> 754
<TOTAL-OPERATING-EXPENSES> 802
<OPERATING-INCOME-LOSS> 151
<OTHER-INCOME-NET> 2
<INCOME-BEFORE-INTEREST-EXPEN> 153
<TOTAL-INTEREST-EXPENSE> 55
<NET-INCOME> 98
1
<EARNINGS-AVAILABLE-FOR-COMM> 97
<COMMON-STOCK-DIVIDENDS> 120
<TOTAL-INTEREST-ON-BONDS> 39
<CASH-FLOW-OPERATIONS> 226
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
