SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1999
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>
18
TABLE OF CONTENTS
Page
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999 2 - 17
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 18
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 18
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 18
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES 19 - 21
ITEM 6. OFFICERS AND DIRECTORS
Part I. Name, principal business address and positions held as of
December 31, 1999 22 - 55
Part II. Financial connections as of December 31, 1999 56
Part III. Compensation and other related information 57
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 58
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and service 59
Part II. Contracts to purchase services or goods between any
System company and any affiliate 59
Part III. Employment of any person by any System company for the
performance on a continuing basis of management services 59
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 60 - 65
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Index to Financial Statements 66 - 67
Reports of Independent Public Accountants 68 - 69
Financial Statements 70 - 89
Exhibits 90 - 97
SIGNATURES 98 - 99
1
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999.
<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% $1,338,113 $1,338,113 Electric Utility
Public Service Company of Oklahoma (PSO) 9,013,000 100 479,248 479,248 Electric Utility
Ash Creek Mining Company 383,904 100 9 9 Inactive
Southwestern Electric Power Company (SWEPCO) 7,536,640 100 668,678 668,678 Electric Utility
The Arklahoma Corporation 238 47.6 363 173 Electric Transmission
Southwest Arkansas Utilities Corporation 100 100 10 10 Inactive
West Texas Utilities Company (WTU) 5,488,560 100 255,306 255,306 Electric Utility
Central and South West Services, Inc. (CSWS) 10,000 100 100 100 Service Company
CSW Leasing, Inc. (CSWL) 800 80 23,043 18,434 Lease Trans. Equip.
CSW Credit, Inc. (CREDIT) 246 100 55,415 55,415 Factor Accounts Rec
C3 Communications, Inc. (COMM) 1,000 100 (31,701) (31,701) 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>
2
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999.
<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) 1,000 100 139,456 139,456 Independent Power
CSW Development-I, Inc. (CSWD-I) (6) 1,000 100 46,607 46,607 Independent Power
Polk Power GP II, Inc. (7) 500 50 207 103 Independent Power
Polk Power GP, Inc. (8) 1,000 100 140 140 Independent Power
CSW Mulberry II, Inc. (9) 1,000 100 24,000 23,988 Independent Power
CSW Mulberry, Inc. (10) 1,000 100 25,141 25,141 Independent Power
Polk Power Partners, LP (11) See (11) See (11) 34,495 25,534 Independent Power
Mulberry Holdings, Inc. (12) 1,000 100 1 1 Dormant
Noah I Power GP, Inc. (13) 1,000 100 (2) (2) Independent Power
Noah I Power Partners, LP (14) See (14) See (14) 17,288 17,222 Independent Power
Brush Cogeneration Partners (15) See (15) See (15) 34,422 17,211 Independent Power
Orange Cogeneration GP II, Inc. (16) 500 50 11 5 Independent Power
Orange Cogeneration G.P., Inc. (17) 1,000 100 49 49 Independent Power
CSW Orange II, Inc. (18) 1,000 100 16 16 Independent Power
CSW Orange, Inc. (19) 1,000 100 836 836 Independent Power
Orange Cogeneration Limited Partnership See (20) See (20) (4,770) (2,385) Independent Power
(20)
Orange Cogen Funding Corp. (21) 1,000 100 1 1 Independent Power
Orange Holdings, Inc. (22) 1,000 100 1 1 Dormant
CSW Development-II, Inc. (CSWD-II) (23) 1,000 100 (3,999) (3,999) Dormant
CSW Ft. Lupton, Inc. (CSWFL) (24) 1,000 100 90,097 90,097 Independent Power
Thermo Cogeneration Partnership, L.P. (25) See (25) See (25) 6,063 3,796 Independent Power
Newgulf Power Venture, Inc. (NEWGULF) (26) 1,000 100 11,040 11,040 Independent Power
CSW Sweeny GP I, Inc. (SWEENY) (27) 1,000 100 54 54 Independent Power
CSW Sweeny GP II, Inc. (28) 1,000 100 436 436 Independent Power
CSW Sweeny LP I, Inc. (SWEENY) (29) 1,000 100 1,846 1,846 Independent Power
CSW Sweeny LP II, Inc. (30) 1,000 100 23,795 23,795 Independent Power
Sweeny Cogeneration Limited Partnership (31) See (31) See (31) 45,561 45,561 Independent Power
CSW Development-3, Inc. (CSWD3) (32) 1,000 100 See (30) See (30) Dormant
CSW Northwest GP, Inc. (33) 1,000 100 See (31) See (31) Dormant
CSW Northwest LP, Inc. (34) 1,000 100 See (32) See (32) Dormant
</TABLE>
3
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999.
<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 Power Marketing, Inc. (35) 1,000 100 See (33) See (33) Power Marketer
CSW Nevada, Inc. (36) 1,000 100 See (34) See (34) Dormant
CSW Services International, Inc. (37) 1,000 100 209 209 Non-regulated Services
Diversified Energy Contractors Company, LLC (38) 900 90 1,764 1,764 Non-regulated Services
DECCO II LLC (39) 1,000 100 Nominal Nominal Non-regulated Services
Diversified Energy Contractors, L.P. (40) See (40) See (40) (780) (780) Non-regulated Services
Industry and Energy Associates, L.L.C. (41) 1,000 100 687 687 Non-regulated Services
CSW Frontera GP I, Inc. (42) 1,000 100 (2) (2) Independent Power
CSW Frontera GP II, Inc. (43) 1,000 100 32 32 Independent Power
CSW Frontera LP I, Inc. (44) 1,000 100 (453) (453) Independent Power
CSW Frontera LP II, Inc. (45) 1,000 100 3,518 3,518 Independent Power
Frontera Generation Limited Partnership (46) See (46) See (46) 5,046 5,046 Independent Power
Frontera International Sales Limited (47) 500 100 1 1 Non-regulated Services
CSW Eastex GP I, Inc. (48) 1,000 100 See (45) See (45) Independent Power
CSW Eastex GP II, Inc. (49) 1,000 100 (1) (1) Independent Power
CSW Eastex LP I, Inc. (50) 1,000 100 See (47) See (47) Independent Power
CSW Eastex LP II, Inc. (51) 1,000 100 (66) (66) Independent Power
Eastex Cogeneration Limited Partnership (52) See (52) See (52) (105) (105) Independent Power
Southwestern Electric Wholesale Company (53) 1,000 100 See (50) See (50) Dormant
CSW International, Inc. (CSWI) (54) 1,000 100 809,225 809,225 International
Activities
CSW International Two, Inc. (CSWI2) (55) 1,000 100 1,031,302 1,031,302 Investment Company
CSW UK Holdings (56) 427,275,004 100 691,416 691,416 Holding Company
CSWI Europe Limited (57) 2 100 3,513 3,513 Investment Company
South Coast Power Limited (57) (58) 1 50 0 0 Generation
Shoreham Operations Company Limited (59) 1 50 0 0 Non-regulated Services
CSW UK Finance Company (Finco) (60) 427,275,002 90 528,728 475,855 Investment Company
CSW Investments (61) 699,825,022 93 1,222,367 1,136,801 Investment Company
SEEBOARD Group plc (62) 969,168 100 1,491,477 1,491,477 Holding Company
Seeboard (Generation) Limited 1,000 100 8,614 8,614 Holding Company
</TABLE>
4
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999.
<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>
Medway Power Limited 3,750 37.5 19,724 7,397 Generation
Seeboard Natural Gas Limited 2 100 (16,349) (16,349) Holding Company
Beacon Gas Limited (63) 6,000,000 100 (5,895) (5,895) Gas supply
CSW UK Limited 2 100 0 0 Dormant
SEEBOARD plc (64) 250,493,703 100 760,863 760,863 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 1,743 1,743 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 24 24 Investment Company
Seeboard Employment Services Limited 2 100 646 646 Employment Agency
Seeboard Insurance Company Limited 1,000,000 100 14,428 14,428 Insurance
Seeboard Final Salary Pension Plan
Trustee Company Limited 2 100 0 0 Trustee Company
Seeboard International Limited 500,000 100 1,072 1,072 Overseas Consultancy
</TABLE>
5
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999.
<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>
SEEBOARD Pension Investment
Plan Trustee Company Limited 2 100 0 0 Trustee Company
Seeboard Share Scheme Trustees Limited 2 100 0 0 Dormant
SEEBOARD Trading Limited 10,000,002 100 29,789 29,789 Electrical Contracting
Seepower Limited 10,000 100 (2,942) (2,942) Investment Company
Meterpoint Limited 5,000 50 0 0 Meter Reading
Power Asset Development
Company Limited 50 50 193 97 Asset Management
SEEBOARD Powerlink Limited 8,000 80 8,243 6,594 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 (12,737) (12,737) 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) (65) 1,000 100 Note A Note A Investment Company
CSW International (U.K.), Inc. (66) See (66) See (66) Note A Note A Dormant
Energia Internacional de CSW, S.A. de C.V. (67) 64,164,706 99.99 Note A Note A Investment Company
Aceltek, S. de R.L. de C.V. (68) See (68) See (68) Note A Note A Holding Company
Enertek, S.A. de C.V. (69) 12,688,686 99.99 Note A Note A Mexican Cogen Facility
Cinergy, S. de R.L. de C.V. (70) See (70) See (70) Note A Note A Service Company
Servicios Corporativos e Industriales del
Noroeste, S.A. de C.V. (SCIN) 8,380 94.38 Note A Note A Service Company
(71)
Servicios Industriales y Administrativos
del Noroeste, S. de R.L. de C.V.(SIAN) (72) See (72) See (72) Note A Note A Gas Pipeline Company
</TABLE>
6
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999.
<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. (73) 1,000 100 161,727 161,727 International Activities
CSW Vale L.L.C. (74) 1,000 99.9 161,729 161,729 International Activities
Empresa de Eletricidade Vale de
Paranapanema S.A.(75) 21,498,447 21.42 Note A Note A Brazilian Utility Co.
CSW Power do Brasil Ltda. (76) See (76) See (76) Note A Note A International Activities
Latin American Energy Holdings, Inc. (77) 1,000 100 Note A Note A International Activities
Chile Energy Holdings L.L.C. (78) 1,000 90 Note A Note A International Activities
Inversiones Sol Energia Chile Limitada (79) See (79) See (79) Note A Note A International Activities
Sol Energia Holdings I, Limitada (80) See (80) See (80) Note A Note A International Activities
Sol Energia Holdings II, Limitada (81) See (81) See (81) Note A Note A International Activities
Sol Energia, Limitada (82) See (82) See (82) Note A Note A International Activities
CSW International Energy Development Ltd. (83) See (83) See (83) Note A Note A International Activities
Tenaska CSW International Ltd. (84) See (84) See (84) Note A Note A International Activities
Enershop Inc. (Enershop) 1,000 100 (13,465) (13,465) Energy Services
Envirotherm, Inc. (85) 1,500 100 0 0 Energy Services,
Engineering
CSW Energy Services, Inc. (ESI) 1,000 100 (2,755) (2,755) Energy Services
Nuvest, L.L.C. (86) 1,714,085 92.9 25,871 24,034 Holding Company
National Temporary Services, Inc. 1,000 100 0 0 Holding Company
Octagon, Inc. 1,000 100 463 463 Federal (DOE) Staffing
Numanco, L.L.C. 1,000 100 20,429 20,429 Power Plant Staffing
Power Systems Energy Services, Inc. 1,000 100 2,061 2,061 Utility & DOE Staffing
Security Clearances
NuSun, Inc. 1,000 100 9,666 9,666 Holding Company
Sun Technical Services, Inc. 50 100 9,582 9,582 Power Plant Staffing
Calibration Testing Corporation 6,480 100 84 84 Power Plant Staffing
ESG Technical Services, L.L.C. 10,000 100 (104) (104) Hanford (DOE) Staffing
</TABLE>
7
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999.
<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>
ESG Manufacturing, L.L.C. 1,000 100 462 462 Dredges & Pumps
National Environmental Services Technology, 100,000 100 (85) (85) Oil Tank & Pit Cleaning
L.L.C.
ESG Indonesia, L.L.C. 100,000 100 (191) (191) Dormant
Advance Shielding Technologies, L.L.C. 50 50 (730) (365) Radiation Shielding
ESG, L.L.C. 500 50 (754) (377) Hanford (DOE)
Contractor
</TABLE>
Note A: Detailed financial information for certain subsidiaries of CSW
International, Inc. for the year ended December 31, 1999, 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.
8
<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 organized 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) 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.
(10) 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.
9
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(11) 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.
(12) Mulberry Holdings, Inc., a Delaware corporation, was organized on October
28, 1999. There were no assets or activity for Mulberry Holdings, Inc. for
1999. Polk Power Partners, L.P. holds 100% of the outstanding shares of
Mulberry Holdings, Inc.
(13) 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.
(14) 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.
(15) 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.
(16) 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.
(17) Orange Cogeneration G.P., 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.
(18) 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.
10
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(19) 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.
(20) 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.
(21) 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.
(22) Orange Holdings, Inc., a Delaware corporation, was organized on October 28,
1999. There were no assets or activity for Orange Holdings, Inc., for 1999.
Orange Cogeneration Limited Partnership holds 100% of the outstanding
shares of Orange Holdings, Inc.
(23) 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 1999. CSW Energy, Inc. holds 100% of the outstanding shares of CSW
Development - II, Inc.
(24) 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.
(25) Thermo Cogeneration Partnership, L.P., a Delaware limited partnership, was
organized March 17, 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 in Thermo Cogeneration Partnership, L.P.
(26) 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.
11
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(27) 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.
(28) 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.
(29) 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.
(30) 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.
(31) Sweeny Cogeneration Limited Partnership, a Delaware limited partnership,
was organized on October 10, 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.
(32) 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 1999. On December 15, 1995, CSW Development-3, Inc. was granted EWG
status. There was no activity for CSW Development-3, Inc. in 1999. CSW
Energy, Inc. holds 100% of the outstanding shares of CSW Development-3,
Inc.
(33) 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 1999.
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.
(34) 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 1999.
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.
(35) 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.
In 1997, CSW Power Marketing, Inc. relinquished its EWG status. CSW Energy,
Inc. holds 100% of the outstanding shares of CSW Power Marketing, Inc.
(36) CSW Nevada, Inc., a Delaware corporation, was organized on June 29, 1993.
There were no assets or activity for CSW Nevada, Inc. in 1999. CSW Energy,
Inc. holds 100% of the outstanding shares of CSW Nevada, Inc.
12
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(37) 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.
(38) Diversified Energy Contractors Company, LLC, a Delaware limited liability
company, was organized on July 3, 1997. CSW Energy, Inc. holds a 90%
interest in, and is the managing member of, Diversified Energy Contractors
Company, LLC.
(39) 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.
(40) 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% limited partnership
interest and DECCO II LLC holds a 1% limited partnership interest in
Diversified Energy Contractors, L.P.
(41) 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.
(42) CSW Frontera GP I, Inc., a Delaware corporation, was organized on January
15, 1998, and holds 100% of the outstanding shares of CSW Frontera GP II,
Inc. CSW Energy, Inc. holds 100% of the outstanding shares of CSW Frontera
GP I, Inc.
(43) 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.
(44) CSW Frontera LP I, Inc., a Delaware corporation, was organized on January
15, 1998, and holds 100% of the outstanding shares of CSW Frontera LP II,
Inc. CSW Energy, Inc. holds 100% of the outstanding shares of CSW Frontera
LP I, Inc.
(45) 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.
(46) 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 in Frontera Generation Limited
Partnership.
(47) Frontera International Sales Limited, a Barbados Company, was organized on
July 5, 1999. There were no assets or activity for Frontera International
Sales Limited for 1999. Frontera Generation Limited Partnership holds 100%
of the outstanding shares of Frontera International Sales Limited.
13
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(48) CSW Eastex GP I, Inc., a Delaware corporation, was organized on September
4, 1998, and holds 100% of the outstanding shares of CSW Eastex GP II, Inc.
CSW Energy, Inc. holds 100% of the outstanding shares of CSW Eastex GP I,
Inc.
(49) 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.
(50) CSW Eastex LP I, Inc., a Delaware corporation, was organized on September
4, 1998, and holds 100% of the outstanding shares of CSW Eastex LP II, Inc.
CSW Energy, Inc. holds 100% of the outstanding shares of CSW Eastex LP I,
Inc.
(51) 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.
(52) 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.
(53) 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 1999. CSW Energy, Inc. holds 100
% of the outstanding shares of Southwestern Electric Wholesale Company.
(54) 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.
(55) 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.
(56) 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.
(57) On January 5, 1999, ownership of CSWI Europe Limited was transferred from
CSW UK Finance Company to CSW UK Holdings. CSWI Europe Limited holds a 50%
interest in South Coast Power Limited and a 50% interest in Shoreham
Operations Company Limited.
14
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(58) 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.
(59) Shoreham Operations Company Limited is a company incorporated in the United
Kingdom on December 9, 1998. The company will operate the South Coast Power
Project. CSWI Europe Limited holds a 50% ownership interest in Shoreham
Operations Company Limited.
(60) 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. CSW UK Finance Company owns 93% of CSW Investments.
CSW UK Holdings holds a 90% interest and CSW International Three, Inc.
holds a 10% interest in CSW UK Finance Company.
(61) 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, 1999, CSW UK Finance
Company held a 93% interest and CSW International Three, Inc. held a 7%
interest in CSW Investments.
(62) 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.
(63) Beacon Gas Limited is a company incorporated in the United Kingdom on April
6,1995. On June 30, 1999 SEEBOARD Group plc acquired Amoco UK Gas Ventures
Limited's 50% holding in Beacon Gas Limited and thereby owns 100% of the
share capital of the company. Beacon Gas Limited supplies gas to domestic
customers within the United Kingdom.
(64) 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.
(65) CSW International Three, Inc., a Delaware corporation, was organized 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.
(66) CSW International (U.K.), Inc., a Delaware corporation, was organized on
September 14, 1995. There were no assets or activity for CSW International
(U.K.), Inc. for 1999. CSW International, Inc. holds 100% of the
outstanding shares of CSW International (U.K.), Inc.
15
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(67) 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.
(68) 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.
(69) 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.
(70) 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.
(71) Servicios Corporativos e Industriales del Noroeste, 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 e Industriales
del Noroeste, S.A. de C.V., with Aceltek, S. de R.L. de C.V. holding an
additional small direct interest in Servicios Corporativos e Industriales
del Noroeste, S.A. de C.V.
(72) 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.
(73) CSW International, Inc., a Cayman Islands exempted company, was duly
organized under the laws of the Cayman Islands on July 7, 1995. CSW
International, Inc., a Delaware corporation, holds 100% of the outstanding
shares of CSW International, Inc., a Cayman Islands exempted company.
(74) 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., a Cayman Islands exempted company, holds approximately
99% of the outstanding shares of CSW Vale L.L.C., with CSW International,
Inc., a Delaware corporation, holding the remaining 1%.
(75) Empresa de Eletricidade Vale Paranapanema S.A. (Vale) 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.
(76) 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., a Cayman Islands
exempted company, holding the remaining 0.1%.
16
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(77) 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., a Delaware
corporation, holds 100% of all outstanding shares of Latin American Energy
Holdings, Inc.
(78) Chile Energy Holdings L.L.C., a Cayman Islands exempted company, was
organized on August 22, 1997. CSW International, Inc., a Delaware
corporation, holds 90% of all outstanding shares of Chile Energy Holdings
L.L.C. and Latin American Energy Holdings, Inc. holds the remaining 10%.
(79) 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%.
(80) 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 Holdings 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%.
(81) 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%.
(82) 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%.
(83) 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., a Delaware
corporation, holds 100% of all outstanding shares of CSW International
Energy Development Ltd.
(84) 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.
(85) 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 were no assets
or activities for Envirotherm in 1999.
(86) Nuvest, L.L.C., an Oklahoma limited liability company, was organized on
February 20, 1996 to primarily provide staffing services for electric
utility power plants. Ownership of Nuvest, L.L.C. was transferred from PSO
to CSW Energy Services, Inc. on November 24, 1999. CSW Energy Services,
Inc. owns 92.9% of the outstanding shares of Nuvest, L.L.C. Limited
17
<PAGE>
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS.
During 1999, 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 1999 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 (ACQ), redeemed (RDM) or retired
(RET) by System companies during 1999:
<TABLE>
<CAPTION>
Extinguished (E) Commission
or Held for Authorization
Name of Issuer and Consideration Further or
Title of Issue (thousands) Disposition(D) Exemption
- ---------------------------------------- -------------- ------------------- -------------------
<S> <C> <C> <C>
CPL
First Mortgage Bonds:
(RET) Series JJ, 7-1/2%, due 5/1/99 $100,000 E Rule 42
(RET) Series DD, 7-1/8%, due 12/1/99 25,000 E Rule 42
(ACQ) Series T, 7-1/2%, due 12/15/14 111,700 E Rule 42
(ACQ) Series II, 7-1/2%, due 4/1/23 25,000 E Rule 42
Preferred Stock:
(RDM) Series 4.00% 1 E Rule 42
(RDM) Auction Money Market (Var. %) 75,000 E Rule 42
(RDM) Auction Series A (Variable %) 42,500 E Rule 42
(RDM) Auction Series B (Variable %) 42,500 E Rule 42
PSO
Preferred Stock:
(RDM) Series 4.00% 1 E Rule 42
Pollution Control Rev. Bonds:
(RDM) Series A 5.9% due 2007 33,700 E Rule 42
SWEPCO
First Mortgage Bonds:
(RET) Series 1976A, 6.2%, due 2006 145 E Rule 42
(RET) Series W, 6-1/8%, due 1999 40,000 E Rule 42
Pollution Control Rev. Bonds:
(RET) 1978 Series A, 6%, due 2008 450 E Rule 42
Preferred Stock:
(RDM) 5.00% Series 1 E Rule 42
WTU
None
</TABLE>
18
<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 Type Aggregate Value
of "Persons Included" Number (thousands)
- ------------------ ----------------------------- ------------------ ------------
NONE
(2). For securities not included in (1) above, provide the following:
<TABLE>
<CAPTION>
% of Owners
Description Number of Voting Book Value
Name of Issuer of Security Shares Power (thousands) Nature of Issuer's Business
- ---------------------------- --------------- ----------- --------- ------------- ----------------------------
<S> <C> <C> <C> <C> <C>
PSO
The RIKA Companies
RIKA Management Membership 50 4% $1,935 The RIKA Companies are
Company, L.L.C. Units engaged in the development
and commercialization of
Universal Power Membership 48 4% 0 computer automation
Products Units technology for the
Company, L.L.C. electric power industry.
Automated Substation Membership 71 4% 0
Development Co., Units
L.L.C.
RC Training, L.L.C. Membership 48 4% 0
Units
</TABLE>
19
<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 of Voting Book Value
Name of Issuer of Security Shares Power (thousands) Nature of Issuer's Business
- ---------------------------- --------------- ----------- --------- ------------- ----------------------------
<S> <C> <C> <C> <C> <C>
PSO (continued)
Scientech, Inc. Class A, 70,000 3.5% $6,525 Services, systems, and
voting instruments, which
common stock describe, regulate,
monitor, and
Class B, 642,000 N/A 0 enhance the safety and
non-voting reliability of electric
common stock utility power plant
operations and
and their environmental
impacts.
Powerware Solutions, Inc. Preferred 18,333 2.66% 1,172 Optimization software for
Series A, municipal water & electric
voting utility operations.
Non-voting 205,527 N/A 0
Utility Data Resources, Convertible 16,325 N/A 2,611 Provides utility
Inc. Preferred outsourcing of large
Stock customer time
non-voting differentiated meter
reading
and billing.
Common Stock 12,500 2.32% 0
voting
Non-voting 257,500 N/A 0
AEMT, Inc. Preferred 250,000 N/A 305 Manufactures and sells
Stock Series residential surge
1, protectors and power
Class A quality devices for
non-voting industrial customers.
</TABLE>
20
<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 Book
Description Number of Voting Value
Name of Issuer of Security Shares Power (thousands) Nature of Issuer's Business
- ---------------------------- --------------- ----------- --------- ------------- ---------------------------------
<S> <C> <C> <C> <C> <C>
PSO (continued)
AEMT, Inc. Preferred 781,250 N/A $1,532 Manufactures and sells
Stock Series 1 residential surge protectors
Class B and power quality devices for
non-voting industrial customers.
SEEBOARD plc
Electricity Pensions
Trustee Limited Common Stock 20,000 4.9% $32,364 Trustee Company.
ESN Holdings Limited Common Stock 104 4.9% $168 Trustee Company.
ESN Holdings Limited Preference 50,000 N/A $80,910 Trustee Company.
Shares
COMM
Infinitec Communications Conv. Pref. 1,652,340 12.6 $1,859 Local telecommunication
Series C services.
Infinitec Communications Conv. Pref. 13,984 0.1 $1,398 Local telecommunication
Series D services.
Infinitec Communications Warrants and 1,605,871 0 $0 Local telecommunication
Options services.
</TABLE>
21
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I.
The positions of officers and directors of all System companies as of December
31, 1999 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, D
UK
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 EVP&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&VP
22
<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 Dallas, TX P&D
Lori A. Wright Tulsa, OK CMPT
Robert L. Zemanek Dallas, TX 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
23
<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 CORPORATION
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
24
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CENTRAL AND SOUTH WEST SERVICES, INC.
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 (1) Dallas, TX P
E. Michael Williams Dallas, TX VP
Lori A. Wright Tulsa, OK AC
Waldo Zerger Tulsa, OK VP
Robert L. Zemanek (2) Dallas, TX P
(1) Mr. Verret is President of Central and South West Services, Inc. --
Production.
(2) Mr. Zemanek is President of Central and South West Services, Inc. --
Energy Delivery.
25
<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 Tulsa, OK AT
26
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
C3 COMMUNICATIONS, INC.
Michael L. Babin Austin, TX VP&MD
E. R. Brooks Dallas, TX D
Lawrence B. Connors Dallas, TX C
Glenn Files Dallas, TX D
Grace Greenwell Austin, TX AC
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX T
John Gilliland Austin, TX VP&GM
Venita McCellon-Allen Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Kenneth C. Raney, Jr. Dallas, TX AS
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
Jana P. Soward Tulsa, OK AT
Michael C. Arendes Austin, TX VP&S
CSWC SOUTHWEST HOLDINGS, INC.
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
CSWC TELECHOICE MANAGEMENT, INC.
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
CSWC TELECHOICE, INC.
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
27
<PAGE>
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
Thomas 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
Floyd 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
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
28
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
POLK POWER GP II, INC.
Lee D. Atkins Dallas, TX D
John R. Cunningham Houston, TX D&CEO
Bruce J. Curatola (1) Houston, TX D
Timothy M. Milne (2) Lakeland, FL CFO
Michael T. Moran Dallas, TX D&P
Philip T. Schnorbach Dallas, TX S
David L. Siddall Houston, TX AS
A. Wade Smith Lakeland, FL GM
(1) Mr. Curatola resigned as a Director in February 2000.
(2) Mr. Milne passed away on April 11, 2000.
POLK POWER GP, INC.
Lee D. Atkins Dallas, TX D
John R. Cunningham Houston, TX D&CEO
Bruce J. Curatola (3) Houston, TX D
Timothy M. Milne (4) Lakeland, FL CFO
Michael T. Moran Dallas, TX D&P
Philip T. Schnorbach Dallas, TX S
David L. Siddall Houston, TX AS
A. Wade Smith Lakeland, FL GM
(3) Mr. Curatola resigned as a Director in February 2000.
(4) Mr. Milne passed away on April 11, 2000.
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
29
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
MULBERRY HOLDINGS, 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
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
ORANGE COGENERATION GP II, INC.
Lee D. Atkins Dallas, TX D
John R. Cunningham Houston, TX D&P
Bruce J. Curatola (5) Houston, TX D
Timothy M. Milne (6) Lakeland, FL CFO
Michael T. Moran Dallas, TX D&CEO
Philip T. Schnorbach Dallas, TX AS
David L. Siddall Houston, TX S
A. Wade Smith Lakeland, FL GM
(5) Mr. Curatola resigned as a Director in February 2000.
(6) Mr. Milne passed away on April 11, 2000.
ORANGE COGENERATION G.P., INC.
Lee D. Atkins Dallas, TX D
John R. Cunningham Dallas, TX D&P
Bruce J. Curatola (7) Houston, TX D
Timothy M. Milne (8) Lakeland, FL CFO
Michael T. Moran Dallas, TX D&CEO
Philip T. Schnorbach Dallas, TX AS
David L. Siddall Houston, TX S
A. Wade Smith Lakeland, FL GM
(7) Mr. Curatola resigned as a Director in February 2000.
(8) Mr. Milne passed away on April 11, 2000.
30
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
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
ORANGE COGEN FUNDING CORP.
Lee D. Atkins Dallas, TX D
John R. Cunningham Houston, TX D&P
Bruce J. Curatola (1) Houston, TX D
Michael T. Moran Dallas, TX D&CEO
Philip T. Schnorbach Dallas, TX S
David L. Siddall Houston, TX AS
(1) Mr. Curatola resigned as a Director in February 2000.
ORANGE HOLDINGS, 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
31
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
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
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
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
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
32
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
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
33
<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
Kenneth C. Raney, Jr. Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley, III Dallas, TX D&CM
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&CM
34
<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
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
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
Donald L. Butynski Sanford, 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
Donald L. Butynski Sanford, 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
35
<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
Donald L. Butynski Sanford, FL P
Terry D. Dennis Dallas, TX CEO
Paul E. Graf Dallas, TX VP
Michael T. Moran Dallas, TX VP
Floyd W. Nickerson Dallas, TX VP
Kenneth B. Rogers Portland, MN 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
36
<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
FRONTERA INTERNATIONAL SALES LIMITED
D.J. Barnes Barbados AS
Sandra S. Bennett Dallas, TX AT
M.E.M. Bourgue Barbados D&AS
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
Philip T. Schnorbach Dallas, TX S
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
37
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
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
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
Thomas 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
Floyd 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
38
<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&CM
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
M. A. Nagle Crawley, West Sussex, UK AS
SOUTH COAST POWER LIMITED
E.S. Golland Glasgow, UK D
P. E. Graf Dallas, TX D
Eddie Kolodziei, Jr. (alt.) Dallas, TX D
Charles MacKendrick Shoreham, UK S
B. McNaught Glasgow, UK D
M. T. Moran Dallas, TX D
39
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SHOREHAM OPERATIONS COMPANY LIMITED
T. Clarke Glasgow, UK D
E. S. Golland Glasgow, UK D
J. D. Lafleur Dallas, TX D
Charles MacKendrick Shoreham, UK S
M. T. Moran Dallas, TX D
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
SEEBOARD (GENERATION) 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
40
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
MEDWAY POWER LIMITED
M. Armstrong Richmond, Surrey, UK CM
N. Bell (alt.) Isle of Grain, Kent, UK D
K. Brooks Crawley, West Sussex, UK D
H. Cadoux-Hudson Crawley, West Sussex, UK D
P. Cunningham Glasgow, UK D
P. Dacey (alt.) Maidenhead, Berkshire, UK D
C. J. Daniels Crawley, West Sussex, UK D
N. Hopkins (alt.) Richmond, Surrey, UK D
J. McLaren Isle of Grain, Kent, UK D
J. Moorshead (alt.) Crawly, West Sussex, UK D
D. Siasworth Glasgow, UK D
P. Smith Glasgow, UK D
F. Yau Isle of Grain, Kent, UK S
SEEBOARD NATURAL GAS 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
BEACON GAS 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
CSW UK LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. Tormey Crawley, West Sussex, UK D&S
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
41
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
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
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
42
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
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
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
M. Braithwaite Crawley, West Sussex, UK D
M. A. G. Linck Douglas, Isle of Man, UK D&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
43
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
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
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
S. A. French Crawley, West Sussex, UK D
V. Barker Crawley, West Sussex, UK D
D. Brennan (1) Crawley, West Sussex, UK D&S
P. Lamb (1) Crawley, West Sussex, UK D&S
P. J. Privett Crawley, West Sussex, UK CM
M. J. Pavia Crawley, West Sussex, UK D
(1) D. Brennan resigned on February 4, 2000, when P. Lamb was appointed.
SEEBOARD INTERNATIONAL LIMITED
J. Croxford Crawley, West Sussex, UK D
E. Kolodziej, Jr. Dallas, TX D&CM
M. A. Nagle Crawley, West Sussex, UK D&S
J. Weight Crawley, West Sussex, UK D
44
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SEEBOARD PENSION INVESTMENT PLAN TRUSTEE COMPANY LIMITED
D. Brennan (1) Crawley, West Sussex, UK D&S
P. Lamb (1) Crawley, West Sussex, UK D&S
M. J. Pavia Crawley, West Sussex, UK D
P. J. Privett Crawley, West Sussex, UK CM
I. Waring Crawley, West Sussex, UK D
(1) D. Brennan resigned on February 4, 2000, when P. Lamb was appointed.
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
METERPOINT LIMITED
K, Wood London, UK D&CM
R. Dodd London, UK D
A. P. Munson London, UK S
R. A. Page Crawley, West Sussex, UK D
P. J. Sutton Crawley, West Sussex, UK D
POWER ASSET DEVELOPMENT COMPANY LIMITED
C. J. Baker Crawley, West Sussex, UK S
J. L. Cohen (alt.) London, UK D
A. J. Dalton (alt.) Crawley, West Sussex, UK D
J. C. Fox London, UK D
T. J. Gregory (alt.) Stone, Staffordshire, UK D
S. K. Leadhill (alt.) London, UK D
P. D. Northwood (alt.) Stone, Staffordshire, UK D
A. L. P. Rabin London, UK D&CM
R. J. Roberts Crawley, West Sussex, UK D
45
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SEEBOARD POWERLINK LIMITED
C. J. Baker Crawley, West Sussex, UK S
B. J. Chudley (alt.) (1) Stone, Staffordshire, UK D
A. J. Dalton (alt.) Crawley, West Sussex, UK D
J. C. Fox (alt.) London, UK D
S. J. Gardner (alt.) (1) London, UK D
T. J. Gregory Stone, Staffordshire, UK D
S. K. Leadhill (alt.) London, UK D
P. D. Northwood (alt.) Stone, Staffordshire, UK D
M. J. Pavia Crawley, West Sussex, UK D
A. L. P. Rabin London, UK D
J. Weight Crawley, West Sussex, UK D&CM
(1) S. J. Gardner resigned on January 17, 2000 when B. J. Chudley was
appointed.
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
46
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SOUTHERN GAS 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
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
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
47
<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
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
48
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CINERGY, 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
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
SERVICIOS CORPORATIVOS E INDUSTRIALES DEL NOROESTE, 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
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
SERVICIOS INDUSTRIALES Y ADMINISTRATIVOS DEL NOROESTE, S. DE R.L. DE C.V.
Rafael Ojeda Monterrey, Mexico D&S
Alternate: Arturo Gutierrez Monterrey, Mexico Alternate: D&S
Juan Luis San Jose Monterrey, Mexico D
Ramiro Garcia Monterrey, Mexico D
Jose de Jesus Valdez Monterrey, Mexico D
Nelson Arizmendi Monterrey, Mexico D
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
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
49
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW VALE L.L.C.
Lee D. Atkins Dallas, TX D&VP
Sandra S. Bennett Dallas, TX T
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
Philip T. Schnorbach Dallas, TX S
EMPRESA DE ELETRICIDADE 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
CSW POWER DO BRASIL LTDA.
CSW Vale, LLC, Grand Cayman Cayman Islands, Managing
British West Indies Partner
Camila da Molta P. Alves de Aroujo Sao Paulo, Brazil Delegate
Manager
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
50
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
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
INVERSIONES SOL ENERGIA CHILE LIMITADA
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
SOL ENERGIA HOLDINGS I, LIMITADA
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
SOL ENERGIA HOLDINGS II, LIMITADA
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
51
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SOL ENERGIA, LIMITADA
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
Tim K. Light Dallas, TX D
Michael T. Moran Dallas, TX D
TENASKA CSW INTERNATIONAL, LTD.
P. Dinan Port Louis, D
Mauritius
Paul E. Graf Dallas, TX D
U.K. Gujadhur Port Louis, D
Mauritius
Michael T. Moran Dallas, TX D
P.G. Smith Omaha, NE D
R.R. Tanner Omaha, NE D
ENERSHOP INC.
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
52
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
ENVIROTHERM, INC.
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
CSW ENERGY SERVICES, INC.
E. R. Brooks Dallas, TX D
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
Michael D. Smith Dallas, TX P,D
Jana P. Soward Tulsa, OK AT
NUVEST, L.L.C.
Richard Smith Tulsa, OK M
NATIONAL TEMPORARY SERVICES, INC.
Fred Erskine Tulsa, OK D&P
OCTAGON, INC.
Fred Erskine Tulsa, OK D&P
NUMANCO, L.L.C.
Richard Smith Tulsa, OK M
POWER SYSTEMS ENERGY SERVICES, INC.
Fred Erskine Tulsa, OK D&P
53
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
NUSUN, INC.
Fred Erskine Tulsa, OK EVP
Tom Reynolds, III Tulsa, OK D
Monika Smith Tulsa, OK D,S&T
Richard Smith Tulsa, OK D&P
SUN TECHNICAL SERVICES, INC.
Fred Erskine Tulsa, OK EVP
Tom Reynolds, III Tulsa, OK D
Gary Rosenbloom Tulsa, OK EVP
Monika Smith Tulsa, OK D,S&T
Richard Smith Tulsa, OK D&P
CALIBRATION TESTING CORPORATION
Fred Erskine Tulsa, OK EVP
Gary Rosenbloom Tulsa, OK EVP
Monika Smith Tulsa, OK S&T
Richard Smith Tulsa, OK P
ESG TECHNICAL SERVICES, L.L.C.
Richard Smith Tulsa, OK M
ESG MANUFACTURING, L.L.C.
Richard Smith Tulsa, OK M
NATIONAL ENVIRONMENTAL SERVICES TECHNOLOGY, L.L.C.
Richard Smith Tulsa, OK M
ESG INDONESIA, L.L.C.
Richard Smith Tulsa, OK M
ADVANCE SHIELDING TECHNOLOGIES, L.L.C.
Richard Smith Tulsa, OK M
ESG, L.L.C.
Richard Smith Tulsa, OK M
54
<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
M -- Manager
MD -- Managing Director
P -- President
S -- Secretary
SA -- Service Agent
SVP -- Senior Vice President
T -- Treasurer
VP -- Vice President
VCM -- Vice Chairman
55
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - Part II.
Financial Connections - The following is a list, as of December 31, 1999, 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.
<TABLE>
<CAPTION>
Position
Held in Applicable
Name of Officer Financial Exemption
or Director Name and Location of Financial Institution Institution Rules
(1) (2) (3) (4)
- ---------------------- ----------------------------------------------- ----------- -------------
<S> <C> <C> <C>
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
Alphonso R. Jackson Chase Bank of Texas, Dallas, TX Director Rule 70 (c)
Chase Bank of Texas, Houston, TX Director Rule 70 (c)
Pete Morales, Jr. The Bank of Texas, Devine, TX Director Rule 70 (c)
PUBLIC SERVICE COMPANY OF OKLAHOMA
Paul K. Lackey, Jr. Bank South, Tulsa, OK Director Rule 70 (c)
SOUTHWESTERN ELECTRIC POWER COMPANY
James E. Davison Bank One, Louisiana, Baton Rouge, LA Director Rule 70 (c)
Dr. Frederick E. Joyce New Boston Bank Shares, New Boston, TX Director Rule 70 (c)
Century Bank, New Boston, TX Director Rule 70 (c)
John M. Lewis The Bank of Fayetteville, Fayetteville, AR CM & CEO Rule 70 (c)
William C. Peatross Deposit Guaranty Bank, Shreveport, LA Director Rule 70 (c)
WEST TEXAS UTILITIES COMPANY
Alphonso R. Jackson Chase Bank of Texas, Dallas, TX Director Rule 70 (c)
Chase Bank of Texas, Houston, TX Director Rule 70 (c)
Dian G. Owen First Financial Bankshares, Inc., Abilene, TX Director Rule 70 (c)
First National Bank of Abilene, Abilene, TX Director Rule 70 (c)
James M. Parker First Financial Bankshares, Inc., Abilene, TX Director Rule 70 (c)
First National Bank of Abilene, Abilene, TX Director Rule 70 (c)
F. L. Stephens First Financial Bankshares, Inc. Abilene, TX Director Rule 70 (c)
San Angelo National Bank, San Angelo, TX Director Rule 70 (c)
</TABLE>
56
<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 RLI Insurance
Company, Peoria, Illinois; 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, 1999 to April 27, 2000. CSW
Corporation has entered into a standard form of indemnity agreement with each of
its directors and officers.
57
<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 1999:
<TABLE>
<CAPTION>
Name of
Company Name of Recipient or Beneficiary Purpose Account Charged Amount
- ------------- --------------------------------------- --------------------- ----------------------------------- -----------
<S> <C> <C> <C> <C>
CPL Less than $10,000 - 71 Beneficiaries Area Development Inc.& Ded; A&G Expense $72,134
Laredo Chamber of Commerce Civic Activities Inc.& Ded; A&G Expense 12,423
PSO Less than $10,000 - 2 Beneficiaries Area Development Inc.& Ded; Dist; Cust Svc; A&G Exp 2,500
Less than $10,000 - 111 Beneficiaries Civic Activities Inc.& Ded; Dist; Cust Svc; A&G Exp 95,534
Tulsa Chamber of Commerce Civic Activity Inc.& Ded; Dist; Cust Svc; A&G Exp 76,325
Oklahoma State Chamber of Commerce Civic Activity Inc.& Ded; Dist; Cust Svc; A&G Exp 54,805
Lawton Chamber of Commerce Civic Activity Inc.& Ded; Dist; Cust Svc; A&G Exp 17,848
Downtown Tulsa Unlimited Area Development Inc.& Ded; Dist; Cust Svc; A&G Exp 16,116
SWEPCO Less than $10,000 - 70 Beneficiaries Civic Activity Inc.& Ded; Dist; Cust Svc; A&G Exp 66,992
Shreveport Chamber of Commerce Civic Activity Inc.& Ded; Cust Svc; A&G Expense 33,607
WTU Less than $10,000 - 51 Beneficiaries Area Development Inc.& Ded; Dist; Cust Svc; A&G Exp 32,142
San Angelo Chamber of Commerce Area Development Inc.& Ded; Cust Svc; A&G Expense 12,249
</TABLE>
58
<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 1999.
The electric subsidiary companies have contracts with CSW Credit, Inc. for the
sale of accounts receivable which were in effect at year-end 1999.
Serving Receiving Date of
Company Company Compensation Contracts
CPL CREDIT $14,697,055 1/02/91
PSO CREDIT 6,505,731 1/02/91
SWEPCO CREDIT 9,252,567 1/02/91
WTU CREDIT 3,477,698 1/02/91
-------------
$33,933,051
-------------
Part II. The System companies had no contracts to purchase services or
goods during 1999 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.
59
<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
United Kingdom
(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, 1999, 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, 1999, 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.
60
<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 UK Finance Company,
CSW International Two and CSW International Three).
December 31, 1999 (millions)
Ratio 1.1:1
Debt $1,176
Equity $1,031
1999 consolidated income from the SEEBOARD Group (as defined above) was
$113.2 million.
(d)Identify any service, sales or construction contracts with CSW or subs:
None.
61
<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, 1999, CSW Vale L.L.C. held 21,498,447 shares (21.42%) of
the common stock and 46,137,504 shares (100%) of the Series "B" preferred
stock of Empresa de Eletricidade Vale Paranapanema S.A. for a total
investment of $149,050,515. CSW International also holds $53,336,757 of debt,
including accumulated interest, convertible to equity in Vale. This debt will
convert to equity in 2002.
(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. (Cayman) and CSW Vale L.L.C.) as it relates to the
Vale investment.
December 31, 1999 (unaudited)
Ratio 0.21:1
Debt $34,358,719
Equity $166,595,891
1999 income from the consolidated Vale investment was $4.9 million.
(d)Identify any service, sales or construction contracts with CSW or subs:
None
62
<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, S. A. de C. V. (Entertek) 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, 1999, CSW International, Inc. had made
construction loans to Enertek, of USD$30,900,000 pending future non-recourse
financing. Enertek's capital structure also includes USD$4,412,000 of
contributed capital.
(c)Ratio of debt to common equity and earnings of the company at end of
reporting period:
December 31, 1999 (unaudited)
Ratio 4.8:1
Debt NP$598,907,701
Equity NP$124,401,186
1999 US GAAP income before tax was $4.1 million.
(d)Identify any service, sales or construction contracts with CSW or subs:
Enertek has a management service agreement with CSW International.
Note: NP = Nuevo Pesos
63
<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.
Frontera Generation Limited Partnership was orgainized on January 16, 1998 to
own the Frontera energy project. The facility is under construction and not
yet operational. At December 31, 1999, approximately $178.5 million had been
invested.
Newgulf Power Venture, Inc. was organized on October 13, 1994 to own the
Texas Gulf energy project. At December 31, 1999, the capital invested in this
EWG, including funds used for the modification, maintenance and repair
required for recommissioning the plant, totaled approximately $17.4 million.
64
<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:
Frontera Generation Limited Partnership
December 31, 1999 (unaudited)
Ratio 50:1
Debt $178,006,294
Equity $3,551,163
1999 income from the Frontera Generation Limited Partnership was $4,006,963.
Newgulf Power Venture, Inc.
December 31, 1999 (unaudited)
Ratio 0.37:1
Debt $4,105,660
Equity $11,040,500
1999 income from the Newgulf Power Venture, Inc. was $1,822,314.
(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, 1999 was approximately $826 million.
Exempt Wholesale Generators: the aggregate investments (including loans to
nonaffiliated party) as of December 31, 1999 was approximately $142 million.
Ratio of Aggregate Investment to Aggregate Capital Investment* at December
31, 1999: 54%.
* Defined as the average of CSW's reported consolidated retained earnings for
each of the most recent four quarters as of December 31, 1999.
65
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS.
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
Page
REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS 68 - 69
CONSOLIDATING FINANCIAL STATEMENTS
Central and South West Corporation and Subsidiary Companies
Consolidating Statement of Income for the year ended
December 31, 1999 70
Consolidating Balance Sheet as of December 31, 1999 71 - 72
Consolidating Statement of Cash Flows for the year
ended December 31, 1999 73
Consolidating Statement of Stockholders' Equity for
the year ended December 31, 1999 74
Pursuant to Exhibit A, the combined annual report on Form 10-K for the year
ended December 31, 1999, for CSW, CPL, PSO, SWEPCO and WTU is incorporated
herein by reference.
66
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
Page
CSW Energy, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1999 75
Consolidating Balance Sheet as of December 31, 1999 76 - 77
Statement of Cash Flows for the year ended December 31, 1999 78
Consolidating Statement of Stockholders' Equity for the year
ended December 31, 1999 79
CSW International, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1999 80
Consolidating Balance Sheet as of December 31, 1999 81 - 82
Consolidating Statement of Cash Flows for the year ended
December 31, 1999 83
Consolidating Statement of Stockholders' Equity for the
year ended December 31, 1999 84
C3 Communications, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1999 85
Consolidating Balance Sheet as of December 31, 1999 86 - 87
Consolidating Statement of Cash Flows for the year ended
December 31, 1999 88
Consolidating Statement of Stockholders' Equity for the
year ended December 31, 1999 89
67
<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, 1999 and 1998, and the related consolidated statements of
income, stockholders' equity and cash flows, for each of the three years
ended December 31, 1999, 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 Holdings
(1999) and CSW UK Finance Company (1998 and 1997) which statements reflect
total assets and total revenues of 20 percent and 31 percent in 1999, 22
percent and 32 percent in 1998 and 22 percent and 35 percent in 1997,
respectively, of the related 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 auditing standards
generally accepted 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 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, 1999 and 1998, and
the related consolidated statements of income, stockholders' equity and
cash flows for each of the three years ended December 31, 1999, in
conformity with accounting principles generally accepted in the United
States.
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 25, 2000
68
<PAGE>
AUDITOR'S REPORT TO THE MEMBERS OF CSW UK HOLDINGS
We have audited the consolidated balance sheets of CSW UK Holdings and
subsidiaries as of 31 December 1999 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
Holdings and subsidiaries at 31 December 1999 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 1999 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 Holdings and subsidiaries
taken as a whole. The consolidating schedules of CSW UK Holdings and
subsidiaries under the column headed SEEBOARD in Item 10 are presented
under U.S. generally accepted accounting principles for purposes of
complying with the U.S. 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 26 April 2000
Registered Auditor
69
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
CSW CON CPL PSO SWEPCO WTU CORP CSWS C3
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES 5,537 1,482 749 965 440 0 0 6
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,333 472 344 417 185 0 5 0
UK cost of sales 1,133 0 0 0 0 0 0 0
Other operating expense 1,056 289 119 141 94 39 226 19
Maintenance 200 70 46 64 20 0 7 0
Depreciation and amortization 552 178 75 102 45 0 11 3
Taxes, other than income 193 74 31 54 28 2 9 1
Income taxes 204 104 34 39 14 (22) 3 (8)
TOTAL OPERATING EXPENSES AND TAXES 4,671 1,187 649 817 386 19 261 15
OPERATING INCOME 866 295 100 148 54 (19) (261) (9)
OTHER INCOME AND (DEDUCTIONS) 59 7 1 (2) 2 533 266 0
INCOME BEFORE INTEREST AND OTHER CHARGES 925 302 101 146 56 514 5 (9)
INTEREST AND OTHER CHARGES
Interest on long-term debt 300 87 27 38 20 0 0 0
Preferred dividend requirements of subs 7 0 0 0 0 0 0 0
Loss on reacquired preferred stock 3 0 0 0 0 0 0 0
Interest on short-term debt and other 146 27 11 21 4 59 5 4
TOTAL INTEREST CHARGES 456 114 38 59 24 59 5 4
INCOME BEFORE EXTRAORDINARY ITEM 469 188 63 87 32 455 0 (13)
Extraordinary Item (14) (5) 0 (3) (5) 0 0 0
NET INCOME 455 183 63 84 27 455 0 (13)
Less: Preferred Stock Dividends 0 7 1 1 0 0 0 0
Loss on reacquired preferred stock 0 (3) 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 455 173 62 83 27 455 0 (13)
CSWL CREDIT CSWE * CSWI * ENERSHOP ESI ELIM, RCLSS & RND
OPERATING REVENUES 4 89 227 1,709 7 4 (145)
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0 (90)
UK cost of sales 0 0 0 1,134 0 0 (1)
Other operating expense (1) 27 132 257 11 5 (302)
Maintenance 0 0 0 0 0 0 (7)
Depreciation and amortization 0 0 10 128 1 0 (1)
Taxes, other than income 0 1 3 0 0 0 (10)
Income taxes 1 7 31 (1) (2) 2 2
TOTAL OPERATING EXPENSES AND TAXES 0 35 176 1,518 10 7 (409)
OPERATING INCOME 4 54 51 191 (3) (3) 264
OTHER INCOME AND (DEDUCTIONS) 0 0 32 41 0 9 (830)
INCOME BEFORE INTEREST AND OTHER CHARGES 4 54 83 232 (3) 6 (566)
INTEREST AND OTHER CHARGES
Interest on long-term debt 0 0 23 104 0 0 1
Preferred dividend requirements of subs 0 0 0 0 0 0 7
Loss on reacquired preferred stock 0 0 0 0 0 0 3
Interest on short-term debt and other 0 42 11 15 1 1 (55)
TOTAL INTEREST CHARGES 0 42 34 119 1 1 (44)
INCOME BEFORE EXTRAORDINARY ITEM 4 12 49 113 (4) 5 (522)
Extraordinary Item 0 0 0 0 0 0 (1)
NET INCOME 4 12 49 113 (4) 5 (523)
Less: Preferred Stock Dividends 0 0 0 0 0 0 (9)
Loss on reacquired preferred stock 0 0 0 0 0 0 3
NET INCOME FOR COMMON STOCK 4 12 49 113 (4) 5 (511)
</TABLE>
EARNINGS PER SHARE OF COMMON STOCK $2.14
AVERAGE COMMON SHARES OUTSTANDING 212.6
* See pages 75-79 for additional detail on CSWE, pages 80-84 for additional
detail on CSWI and pages 85-89 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.
70
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CSW CON CPL PSO SWEPCO WTU CORP CSWS C3
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Production 5,901 3,152 917 1,402 430 0 0 0
Transmission 1,663 567 392 484 221 0 0 0
Distribution 4,896 1,157 898 958 403 0 0 0
General 1,437 307 217 334 114 0 124 0
Construction work in progress 205 102 36 53 15 0 0 0
Nuclear fuel 227 227 0 0 0 0 0 0
Total Electric 14,329 5,512 2,460 3,231 1,183 0 124 0
Other diversified 353 0 0 0 0 0 0 65
14,682 5,512 2,460 3,231 1,183 0 124 65
Less - accumulated depreciation 6,008 2,264 1,114 1,384 496 0 47 4
8,674 3,248 1,346 1,847 687 0 77 61
INVESTMENTS IN SUBSIDIARIES 0 0 0 0 0 4,028 0 0
CURRENT ASSETS
Cash and temporary cash investments 270 6 3 2 4 696 0 0
Accounts receivable 1,190 114 35 52 51 328 39 1
Material and supplies, at average cost 149 58 34 26 14 0 0 0
Electric utility fuel inventory, substantially
at average cost 129 26 24 61 17 0 0 0
Under-recovered fuel costs 52 31 6 0 15 0 0 0
Prepayments and other 137 6 21 19 2 7 0 1
1,927 241 123 160 103 1,031 39 2
DEFERRED CHARGES AND OTHER ASSETS
Regulatory assets 219 215 0 0 0 0 0 0
Regulatory assets designated for securitization 953 953 0 0 0 0 0 0
Other non-utility investments 454 86 17 6 1 0 1 3
Securities available for sale 62 0 0 0 0 0 0 0
Benefit Costs 202 39 28 31 21 0 0 0
Goodwill 1,330 0 0 0 0 0 25 0
Deferred charges and other assets 341 66 30 64 49 59 0 1
3,561 1,359 75 101 71 59 26 4
14,162 4,848 1,544 2,108 861 5,118 142 67
CSWL CREDIT CSWE * CSWI * ENERSHOP ESI ELIM, RCLSS & RND
ASSETS
FIXED ASSETS
Electric
Production 0 0 0 0 0 0 0
Transmission 0 0 0 0 0 0 (1)
Distribution 0 0 0 1,480 0 0 0
General 0 0 0 339 0 0 2
Construction work in progress 0 0 0 0 0 0 (1)
Nuclear fuel 0 0 0 0 0 0 0
Total Electric 0 0 0 1,819 0 0 0
Other diversified 0 0 265 6 1 7 9
0 0 265 1,825 1 7 9
Less - accumulated depreciation 0 0 2 696 0 0 1
0 0 263 1,129 1 7 8
INVESTMENTS IN SUBSIDIARIES 0 0 0 0 0 0 (4,028)
CURRENT ASSETS
Cash and temporary cash investments 1 108 7 97 0 0 (654)
Accounts receivable 0 716 174 268 2 38 (628)
Material and supplies, at average cost 0 0 0 13 0 3 1
Electric utility fuel inventory, substantially
at average cost 0 0 0 0 0 0 1
Under-recovered fuel costs 0 0 0 0 0 0 0
Prepayments and other 0 3 7 71 3 2 (5)
1 827 188 449 5 43 (1,285)
DEFERRED CHARGES AND OTHER ASSETS
Regulatory assets 0 0 0 0 0 0 4
Regulatory assets designated for securitization 0 0 0 0 0 0 0
Other non-utility investments 53 0 134 234 0 0 (81)
Securities available for sale 0 0 0 62 0 0 0
Benefit Costs 0 0 0 58 0 0 25
Goodwill 0 0 0 1,330 0 0 (25)
Deferred charges and other assets (1) 5 7 29 1 22 9
52 5 141 1,713 1 22 (68)
53 832 592 3,291 7 72 (5,373)
</TABLE>
* See pages 75-79 for additional detail on CSWE, pages 80-84 for additional
detail on CSWI and pages 85-89 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.
71
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CSW CON CPL PSO SWEPCO WTU CORP CSWS C3
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock
Common stock 744 169 157 136 137 744 0 0
Paid-in-capital 1,051 405 180 245 2 1,051 0 0
Retained earnings 1,906 764 142 288 116 1,906 0 (32)
Accumulated other comprehensive income (18) 0 0 0 0 (4) 0 0
3,683 1,338 479 669 255 3,697 0 (32)
Preferred Stock
Not subject to mandatory redemption 18 6 5 5 2 0 0 0
Subject to mandatory redemption 0 0 0 0 0 0 0 0
Trust Preferred Securities 335 150 75 110 0 0 0 0
Long-term debt 3,821 1,305 365 496 264 0 0 0
7,857 2,799 924 1,280 521 3,697 0 (32)
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 256 150 20 46 40 0 0 0
Short-term debt 1,346 322 79 141 21 1,346 90 0
Short-term debt--CSW Credit 754 0 0 0 0 0 0 0
Loan notes 24 0 0 0 0 0 0 0
Accounts payable 581 122 96 112 65 37 26 93
Accrued taxes 187 41 19 24 12 (10) 2 (1)
Accrued interest 64 15 5 10 4 0 0 0
Other 175 21 5 16 7 2 3 5
3,387 671 224 349 149 1,375 121 97
DEFERRED CREDITS
Accumulated deferred income taxes 2,431 1,235 303 380 149 0 13 2
Investment tax credits 254 133 38 58 25 0 0 0
Other 233 10 55 41 17 46 8 0
2,918 1,378 396 479 191 46 21 2
14,162 4,848 1,544 2,108 861 5,118 142 67
CSWL CREDIT CSWE * CSWI * ENERSHOP ESI ELIM, RCLSS & RND
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock
Common stock 0 0 0 0 0 0 (599)
Paid-in-capital 19 55 108 829 0 0 (1,843)
Retained earnings 4 0 53 271 (13) (3) (1,590)
Accumulated other comprehensive income 0 0 0 (14) 0 0 0
23 55 161 1,086 (13) (3) (4,032)
Preferred Stock
Not subject to mandatory redemption 0 0 0 0 0 0 0
Subject to mandatory redemption 0 0 0 0 0 0 0
Trust Preferred Securities 0 0 0 0 0 0 0
Long-term debt 0 0 200 1,176 0 16 (1)
23 55 361 2,262 (13) 13 (4,033)
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 0 0 0 0 0 0 0
Short-term debt 0 0 0 0 0 0 (653)
Short-term debt--CSW Credit 0 754 0 0 0 0 0
Loan notes 0 0 0 24 0 0 0
Accounts payable 0 4 159 448 19 54 (654)
Accrued taxes 0 0 4 91 0 4 1
Accrued interest 0 0 3 28 0 0 (1)
Other 0 19 5 55 0 1 36
0 777 171 646 19 59 (1,271)
DEFERRED CREDITS
Accumulated deferred income taxes 30 0 47 294 0 0 (22)
Investment tax credits 0 0 0 0 0 0 0
Other 0 0 13 89 1 0 (47)
30 0 60 383 1 0 (69)
53 832 592 3,291 7 72 (5,373)
</TABLE>
* See pages 75-79 for additional detail on CSWE, pages 80-84 for additional
detail on CSWI and pages 85-89 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.
72
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CSW CON CPL PSO SWEPCO WTU CORP CSWS C3
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income 455 183 63 84 27 455 0 (13)
Non-cash items included in net income
Depreciation and amortization 580 196 78 108 45 0 11 3
Deferred income taxes and investment
tax credits 24 15 13 (22) 11 (11) 0 (1)
Preferred stock dividends 7 0 0 0 0 0 0 0
Gain on reacquired preferred stock 3 0 0 0 0 0 0 0
Charges for investments and assets 0 0 0 0 0 0 0 0
Extraordinary loss 14 6 0 3 5 0 0 0
Gain on sale of investments (35) 0 0 0 0 0 0 0
Changes in assets and liabilities
Accounts receivable (49) (13) (2) (11) (19) (96) 1 2
Accounts payable (19) (3) (9) (13) 7 14 1 4
Accrued taxes 0 (6) (5) 1 2 (6) 1 (2)
Fuel recovery (75) (40) (22) (2) (11) 0 0 0
Fuel inventory (38) (6) (8) (21) (4) 0 0 0
Undistributed earnings 0 0 0 0 0 (161) 0 0
Other (64) (29) 5 28 3 (15) (8) (2)
803 303 113 155 66 180 6 (9)
INVESTING ACTIVITIES
Construction expenditures (639) (211) (103) (111) (49) 0 0 (28)
CSWE/CSWI non-SEEBOARD projects (182) 0 0 0 0 0 0 0
Cash proceeds from sale of investments 80 0 0 0 0 0 0 0
Other (17) 16 (9) (4) (4) 2 0 (1)
(758) (195) (112) (115) (53) 2 0 (29)
FINANCING ACTIVITIES
Common stock sold 1 0 0 0 0 1 0 0
Capital contributions 0 0 0 0 0 0 0 0
Proceeds from issuance of long-term debt 500 359 33 0 0 0 0 0
Reacquisition/Retirement of long-term debt (342) (262) (34) (46) 0 0 0 0
Redemption of preferred stock (160) (160) 0 0 0 0 0 0
Trust preferred securities sold 0 0 0 0 0 0 0 0
Special deposits for reacquisitions of LT debt (50) (50) 0 0 0 0 0 0
Other financing activities (41) 0 0 0 0 2 0 0
Change in short-term debt 541 162 63 100 17 535 (7) 38
Payment of dividends (378) (156) (65) (96) (28) (370) 0 0
71 (107) (3) (42) (11) 168 (7) 38
Effect of exchange rate changes on
cash and cash equivalents (3) 0 0 0 0 0 0 0
Net change in cash and cash equivalents 113 1 (2) (2) 2 350 (1) 0
Cash and cash equivalents at beginning of year 157 5 5 4 2 346 2 0
Cash and cash equivalents at end of year 270 6 3 2 4 696 1 0
SUPPLEMENTAL INFORMATION
Interest paid less amounts capitalized 466 125 37 55 18 57 5 0
Income taxes paid 175 78 24 56 3 4 2 (5)
CSWL CREDIT CSWE * CSWI * ENERSHOP ESI ELIM, RCLSS & RND
OPERATING ACTIVITIES
Net income 4 12 49 113 (4) 5 (523)
Non-cash items included in net income
Depreciation and amortization 0 0 10 128 1 0 0
Deferred income taxes and investment
tax credits (8) 0 (4) 30 0 0 1
Preferred stock dividends 0 0 0 0 0 0 7
Gain on reacquired preferred stock 0 0 0 0 0 0 3
Charges for investments and assets 0 0 0 0 0 0 0
Extraordinary loss 0 0 0 0 0 0 0
Gain on sale of investments 0 0 (35) 0 0 0 0
Changes in assets and liabilities
Accounts receivable 0 118 19 (74) 0 (38) 64
Accounts payable 0 (2) 2 (102) (1) 18 65
Accrued taxes 0 0 6 2 1 5 1
Fuel recovery 0 0 0 0 0 0 0
Fuel inventory 0 0 0 0 0 0 1
Undistributed earnings 0 0 0 0 0 0 161
Other 4 (4) (45) 9 (1) (10) 1
0 124 2 106 (4) (20) (219)
INVESTING ACTIVITIES
Construction expenditures 0 0 0 (132) 1 (7) 1
CSWE/CSWI non-SEEBOARD projects 0 0 (173) (9) 0 0 0
Cash proceeds from sale of investments 0 0 0 0 0 0 80
Other 0 0 80 (15) 3 0 (85)
0 0 (93) (156) 4 (7) (4)
FINANCING ACTIVITIES
Common stock sold 0 (10) 0 0 0 0 10
Capital contributions 1 0 0 0 0 0 (1)
Proceeds from issuance of long-term debt 0 0 0 108 0 0 0
Reacquisition/Retirement of long-term debt 0 0 0 0 0 0 0
Redemption of preferred stock 0 0 0 0 0 0 0
Trust preferred securities sold 0 0 0 0 0 0 0
Special deposits for reacquisitions of LT d 0 0 0 0 0 0 0
Other financing activities 0 0 0 (43) 0 0 0
Change in short-term debt 0 6 69 4 0 27 (473)
Payment of dividends (1) (12) 0 0 0 0 350
0 (16) 69 69 0 27 (114)
Effect of exchange rate changes on
cash and cash equivalents 0 0 0 (3) 0 0 0
Net change in cash and cash equivalents 0 108 (22) 16 0 0 (337)
Cash and cash equivalents at beginning of year 1 0 29 81 0 0 (318)
Cash and cash equivalents at end of year 1 108 7 97 0 0 (655)
SUPPLEMENTAL INFORMATION
Interest paid less amounts capitalized 0 44 20 152 1 (1) (47)
Income taxes paid 9 9 20 (17) (4) (3) (1)
</TABLE>
* See pages 75-79 for additional detail on CSWE, pages 80-84 for additional
detail on CSWI and pages 85-89 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.
73
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CSW CON CPL PSO SWEPCO WTU CORP CSWS C3
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stockholders' Equity at beginning of year
Common stock 744 169 157 136 137 744 0 0
Paid-in capital 1,049 405 180 245 2 1,049 0 0
Retained earnings 1,823 739 145 300 117 1,822 0 (19)
Accumulated comprehensive income
Foreign currency translation adjustment 34 0 0 0 0 0 0 0
Unrealized gains/(losses) (20) 0 0 0 0 0 0 0
Minimum pension liability (6) 0 0 0 0 (6) 0 0
Total Accum. comprehensive income 8 0 0 0 0 (6) 0 0
Total Shareholders' Equity 3,624 1,313 482 681 256 3,609 0 (19)
1999 Changes in Stockholders' Equity
Common stock 0 0 0 0 0 0 0 0
Paid-in capital 2 0 0 0 0 2 0 0
Retained earnings
Net income for common stock 455 173 62 84 27 455 0 (13)
Dividends paid to common stockholders (370) (148) (65) (96) (28) (370) 0 0
Other (2) 0 0 0 0 (1) 0 0
Accumulated comprehensive income
Foreign currency translation adjustment (28) 0 0 0 0 0 0 0
Unrealized gains/(losses) 0 0 0 0 0 0 0 0
Minimum pension liability 2 0 0 0 0 2 0 0
Total Accum. comprehensive income (26) 0 0 0 0 2 0 0
Total Shareholders' Equity 59 25 (3) (12) (1) 88 0 (13)
Stockholders' Equity at end of year
Common stock 744 169 157 136 137 744 0 0
Paid-in capital 1,051 405 180 245 2 1,051 0 0
Retained earnings 1,906 764 142 288 116 1,906 0 (32)
Accumulated comprehensive income
Foreign currency translation adjustment 6 0 0 0 0 0 0 0
Unrealized gains/(losses) (20) 0 0 0 0 0 0 0
Minimum pension liability (4) 0 0 0 0 (4) 0 0
Total Accum. comprehensive income (18) 0 0 0 0 (4) 0 0
Total Shareholders' Equity 3,683 1,338 479 669 255 3,697 0 (32)
CSWL CREDIT CSWE * CSWI * ENERSHOP ESI ELIM. RECLSS & RND
Stockholders' Equity at beginning of year
Common stock 0 0 0 0 0 0 (599)
Paid-in capital 21 65 108 829 0 0 (1,855)
Retained earnings (2) 0 3 158 (9) (8) (1,423)
Accumulated comprehensive income
Foreign currency translation adjustment 0 0 0 34 0 0 0
Unrealized gains/(losses) 0 0 0 (20) 0 0 0
Minimum pension liability 0 0 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 14 0 0 0
Total Shareholders' Equity 19 65 111 1,001 (9) (8) (3,877)
1999 Changes in Stockholders' Equity
Common stock 0 0 0 0 0 0 0
Paid-in capital (2) (10) 0 0 0 0 12
Retained earnings
Net income for common stock 4 12 49 113 (4) 5 (512)
Dividends paid to common stockholders 0 (12) 0 0 0 0 349
Other 2 0 1 0 0 0 (4)
Accumulated comprehensive income
Foreign currency translation adjustment 0 0 0 (28) 0 0 0
Unrealized gains/(losses) 0 0 0 0 0 0 0
Minimum pension liability 0 0 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 (28) 0 0 0
Total Shareholders' Equity 4 (10) 50 85 (4) 5 (155)
Stockholders' Equity at end of year
Common stock 0 0 0 0 0 0 (599)
Paid-in capital 19 55 108 829 0 0 (1,843)
Retained earnings 4 0 53 271 (13) (3) (1,590)
Accumulated comprehensive income
Foreign currency translation adjustment 0 0 0 6 0 0 0
Unrealized gains/(losses) 0 0 0 (20) 0 0 0
Minimum pension liability 0 0 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 (14) 0 0 0
Total Shareholders' Equity 23 55 161 1,086 (13) (3) (4,032)
</TABLE>
* See pages 75-79 for additional detail on CSWE, pages 80-84 for additional
detail on CSWI and pages 85-89 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.
74
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31,1999
(MILLIONS)
<TABLE>
<CAPTION>
CSWE CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY
<S> <C> <C> <C> <C> <C> <C> <C>
TOTAL OPERATING REVENUES 227 49 4 0 11 6 108
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0 0
UK cost of sales 0 0 0 0 0 0 0
Other operating expense 132 10 1 0 0 3 78
Maintenance 0 0 0 0 0 0 0
Depreciation and amortization 10 0 0 0 3 0 6
Taxes other than income 3 2 0 0 1 0 2
Income taxes 31 19 2 0 4 1 3
TOTAL OPERATING EXPENSES 176 31 3 0 8 4 89
OPERATING INCOME 51 18 1 0 3 2 19
OTHER INCOME AND DEDUCTIONS 32 22 0 0 0 0 2
INCOME BEFORE INTEREST AND OTHER CHARGES 83 40 1 0 3 2 21
INTEREST AND OTHER CHARGES
Interest on long-term debt 23 14 0 0 0 0 9
Preferred dividend requirements of subs 0 0 0 0 0 0 0
Gain on reacquired preferred stock 0 0 0 0 0 0 0
Interest on short-term debt and other 11 1 (2) 0 (4) 0 4
TOTAL INTEREST CHARGES 34 15 (2) 0 (4) 0 13
INCOME BEFORE EXTRAORDINARY ITEM 49 25 3 0 7 2 8
Extraordinary Item- 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 49 25 3 0 7 2 8
ELIM
FRNTRA DECCO CSWS-I PMI EASTEX RCLSS&
RND
TOTAL OPERATING REVENUES 19 29 0 0 0 1
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0
UK cost of sales 0 0 0 0 0 0
Other operating expense 12 28 0 1 0 (1)
Maintenance 0 0 0 0 0 0
Depreciation and amortization 0 1 0 0 0 0
Taxes other than income 0 0 0 0 0 (2)
Income taxes 2 0 0 0 0 0
TOTAL OPERATING EXPENSES 14 29 0 1 0 (3)
OPERATING INCOME 5 0 0 (1) 0 4
OTHER INCOME AND DEDUCTIONS 8 0 0 0 1 (1)
INCOME BEFORE INTEREST AND OTHER CHARGES 13 0 0 (1) 1 3
INTEREST AND OTHER CHARGES
Interest on long-term debt 0 0 0 0 0 0
Preferred dividend requirements of subs 0 0 0 0 0 0
Gain on reacquired preferred stock 0 0 0 0 0 0
Interest on short-term debt and other 9 0 0 0 1 2
TOTAL INTEREST CHARGES 9 0 0 0 1 2
INCOME BEFORE EXTRAORDINARY ITEM 4 0 0 (1) 0 1
Extraordinary Item- 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 4 0 0 (1) 0 1
</TABLE>
75
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CSWE CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Production 0 0 0 0 0 0 0
Transmission 0 0 0 0 0 0 0
Distribution 0 0 0 0 0 0 0
General 0 0 0 0 0 0 0
Construction work in progress 0 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0 0
Total electric 0 0 0 0 0 0 0
Other Diversified 265 14 0 0 1 18 0
Total Plant 265 14 0 0 1 18 0
Less - accumulated depreciation 2 0 0 0 0 1 0
NET PLANT 263 14 0 0 1 17 0
INVESTMENT IN SUBSIDIARIES 0 0 0 0 0 0 0
CURRENT ASSETS
Cash and temporary cash investments 7 0 0 0 0 0 0
Accounts Receivable 174 383 0 0 43 0 0
Unrecovered fuel costs 0 0 0 0 0 0 0
Material and supplies, at average cost 0 0 0 0 0 0 0
Electric utility fuel inventory, substantially
at average cost 0 0 0 0 0 0 0
Prepayments and other 7 0 0 0 0 0 0
TOTAL CURRENT ASSETS 188 383 0 0 43 0 0
DEFERRED CHARGES AND OTHER ASSETS
Mirror CWIP asset 0 0 0 0 0 0 0
Deferred plant costs 0 0 0 0 0 0 0
Other non-utility investments 134 136 41 0 69 0 24
Prepaid benefit cost 0 0 0 0 0 0 0
Income tax related regulatory assets, net 0 0 0 0 0 0 0
Goodwill 0 0 0 0 0 0 0
Deferred charges and other assets 7 8 0 0 3 0 0
TOTAL DEFERRED CHARGES AND OTHER ASSETS 141 144 41 0 72 0 24
TOTAL ASSETS 592 541 41 0 116 17 24
FRNTRA DECCO CSWS-I PMI EASTEX ELIM,
RCLSS & RND
ASSETS
FIXED ASSETS
Electric
Production 0 0 0 0 0 0
Transmission 0 0 0 0 0 0
Distribution 0 0 0 0 0 0
General 0 0 0 0 0 0
Construction work in progress 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0
Total electric 0 0 0 0 0 0
Other Diversified 178 2 0 0 52 0
Total Plant 178 2 0 0 52 0
Less - accumulated depreciation 0 1 0 0 0 0
NET PLANT 178 1 0 0 52 0
INVESTMENT IN SUBSIDIARIES 0 0 0 0 0 0
CURRENT ASSETS
Cash and temporary cash investments 5 2 0 0 0 0
Accounts Receivable 0 11 0 0 0 (263)
Unrecovered fuel costs 0 0 0 0 0 0
Material and supplies, at average cost 0 0 0 0 0 0
Electric utility fuel inventory, substantially
at average cost 0 0 0 0 0 0
Prepayments and other 5 3 0 0 0 (1)
TOTAL CURRENT ASSETS 10 16 0 0 0 (264)
DEFERRED CHARGES AND OTHER ASSETS
Mirror CWIP asset 0 0 0 0 0 0
Deferred plant costs 0 0 0 0 0 0
Other non-utility investments 0 0 0 0 0 (136)
Prepaid benefit cost 0 0 0 0 0 0
Income tax related regulatory assets, net 0 0 0 0 0 0
Goodwill 0 0 0 0 0 0
Deferred charges and other assets 0 0 0 0 0 (4)
TOTAL DEFERRED CHARGES AND OTHER ASSETS 0 0 0 0 0 (140)
TOTAL ASSETS 188 17 0 0 52 (404)
</TABLE>
76
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31,1999
(MILLIONS)
<TABLE>
<CAPTION>
CSWE CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY FRNTRA
<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 108 111 43 0 83 11 2 0
Retained Earnings 53 29 3 (4) 7 0 8 3
Foreign currency translation and other 0 0 0 0 0 0 0 0
161 140 46 (4) 90 11 10 3
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 200 200 0 0 0 0 0 0
361 340 46 (4) 90 11 10 3
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 159 194 (28) 4 0 4 4 180
Accrued taxes 4 (12) 2 0 2 1 11 1
Accrued interest 3 3 0 0 0 0 0 0
Other 5 4 0 0 0 0 0 0
Total Current Liabilities 171 189 (26) 4 2 5 15 181
DEFERRED CREDITS
Accumulared deferred income taxes 47 3 21 0 22 1 (1) 1
Investment tax credits 0 0 0 0 0 0 0 0
Income tax related regulatory liabilities new 0 0 0 0 0 0 0 0
Other 13 9 0 0 2 0 0 3
Total Deferred Credits 60 12 21 0 24 1 (1) 4
TOTAL CAPITALIZATION AND LIABILITIES 592 541 41 0 116 17 24 188
DECCO CSWS-I PMI EASTEX ELIM, RCLSS
& RND
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock
Common stock 0 0 0 0 (0)
Paid-in-capital 4 0 0 0 (146)
Retained Earnings (3) 0 (1) 0 11
Foreign currency translation and other 0 0 0 0 0
1 0 (1) 0 (135)
Preferred stock
Not subject to mandatory redemption 0 0 0 0 0
Subject to mandatory redemption 0 0 0 0 0
Trust Preferred Securities 0 0 0 0 0
Long-term debt 0 0 0 0 0
1 0 0 0 0
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 0 0 0 0 0
Loan notes 0 0 0 0 0
Short-term debt 0 0 0 0 0
Short-term debt-CSW Credit 0 0 0 0 0
Accounts Payable 15 0 1 52 (267)
Accrued taxes 1 0 0 0 (2)
Accrued interest 0 0 0 0 0
Other 0 0 0 0 1
Total Current Liabilities 16 0 1 52 (268)
DEFERRED CREDITS
Accumulared deferred income taxes 0 0 0 0 0
Investment tax credits 0 0 0 0 0
Income tax related regulatory liabilities new 0 0 0 0
Other 0 0 0 0 (1)
Total Deferred Credits 0 0 0 0 (1)
TOTAL CAPITALIZATION AND LIABILITIES 17 0 0 52 (404)
</TABLE>
77
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS)
CSWE does not prepare a consolidating statement of cash flows. Instead, a
consolidated statement of cash flows is prepared which is presentedas part of
the Central and South West Corporation and Subsidiaries Consolidating
Statement of Cash Flows.
78
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CSWE CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY FRNTRA
<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 108 111 43 0 83 11 2 0
Retained Earnings 3 (29) 7 (4) 34 (1) 1 (1)
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 111 82 50 (4) 117 10 3 (1)
1999 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 common stock 49 25 3 0 7 2 8 4
Dividends paid to common stockholder 0 0 (7) 0 (34) 0 0 0
Other 1 33 0 0 0 (1) (1) 0
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 50 58 (4) 0 (27) 1 7 4
Stockholders' Equity at end of year
Common stock 0 0 0 0 0 0 0 0
Paid-in capital 108 111 43 0 83 11 2 0
Retained earnings 53 29 3 (4) 7 0 8 3
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 161 140 46 (4) 90 11 10 3
DECCO CSWS-I PMI EASTEX ELIM, RCLASS
& RND
Stockholders' Equity at beginning of year
Common stock 0 0 0 0 0
Paid-in-capital 4 0 0 0 (146)
Retained Earnings (4) 0 0 0 0
Accumulated comprehensive income
0 0 0 0 0
Unrealized gains/(losses) 0 0 0 0 0
Minimum pension liability 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 0 0
Total Shareholders' Equity 0 0 0 0 (146)
1999 Changes in Stockholders' Equity
Common stock 0 0 0 0 0
Paid-in capital 0 0 0 0 0
Retained earnings
Net income for common stock 0 0 (1) 0 1
Dividends paid to common stockholder 0 0 0 0 41
Other 1 0 0 0 (31)
Accumulated comprehensive income
Foreign currency translation adjustment 0 0 0 0 0
Unrealized gains/(losses) 0 0 0 0 0
Minimum pension liability 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 0 0
Total Shareholders' Equity 1 0 (1) 0 11
Stockholders' Equity at end of year
Common stock 0 0 0 0 0
Paid-in capital 4 0 0 0 (146)
Retained earnings (3) 0 (1) 0 11
Accumulated comprehensive income
Foreign currency translation adjustment 0 0 0 0 0
Unrealized gains/(losses) 0 0 0 0 0
Minimum pension liability 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 0 0
Total Shareholders' Equity 1 0 (1) 0 (135)
</TABLE>
79
<PAGE>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CHILE LATIN INVERSIONES
CSWI CSWI CSW ENERGY AMERICAN SOL ENERGIA CSWI
CON CSWI (CAYMAN) VALE LLC HOLDINGS ENERGY CHILE LTDA. EUROPE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL OPERATING REVENUES 1,709 0 0 0 0 0 2 0
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0 0 0
UK cost of sales 1,134 0 0 0 0 0 0 0
Other operating expense 257 5 0 0 0 0 0 1
Maintenance 0 0 0 0 0 0 0 0
Depreciation & acquisition amortization 128 0 0 0 0 0 0 0
Taxes other than income 0 0 0 0 0 0 0 0
Income taxes (1) (5) 0 (2) 0 0 1 0
TOTAL OPERATING EXPENSES AND TAXES 1,518 0 0 (2) 0 0 1 1
OPERATING INCOME 191 0 0 2 0 0 1 (1)
OTHER INCOME AND (DEDUCTIONS) 41 1 0 9 0 0 0 0
INCOME BEFORE INTEREST AND OTHER CHARGES 232 1 0 11 0 0 1 (1)
INTEREST AND OTHER CHARGES
Interest on long-term debt 104 0 0 0 0 0 0 0
Preferred dividend requirements of subs 0 0 0 0 0 0 0 0
Gain on reaquired preferred stock 0 0 0 0 0 0 0 0
Interest on short-term debt and other 15 8 0 6 0 0 0 0
TOTAL INTEREST CHARGES 119 8 0 6 0 0 0 0
INCOME BEFORE EXTRAORDINARY ITEM 113 (7) 0 5 0 0 1 (1)
Extraordinary Item - UK windfall profits tax 0 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 113 (7) 0 5 0 0 1 (1)
ENERGIA
de CAPITAL ELIM.
CSW CSWI 2 CSWI 3 TRUST * SEEBOARD * RCLSS & RND
TOTAL OPERATING REVENUES 1 0 0 0 1,705 1
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0
UK cost of sales 0 0 0 0 1,134 0
Other operating expense 0 6 0 0 245 0
Maintenance 0 0 0 0 0 0
Depreciation & acquisition amortization 0 0 0 0 127 1
Taxes other than income 0 0 0 0 0 0
Income taxes 0 (13) 0 0 27 (9)
TOTAL OPERATING EXPENSES AND TAXES 0 (7) 0 0 1,533 (8)
OPERATING INCOME 1 7 0 0 172 9
OTHER INCOME AND (DEDUCTIONS) 0 1 0 0 39 (9)
INCOME BEFORE INTEREST AND OTHER CHARGES 1 8 0 0 211 0
INTEREST AND OTHER CHARGES
Interest on long-term debt 0 0 0 (35) 140 (1)
Preferred dividend requirements of subs 0 0 0 0 0 0
Gain on reaquired preferred stock 0 0 0 0 0 0
Interest on short-term debt and other 0 1 0 0 0 0
TOTAL INTEREST CHARGES 0 1 0 (35) 140 (1)
INCOME BEFORE EXTRAORDINARY ITEM 1 7 0 35 71 1
Extraordinary Item - UK windfall profits tax 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 1 7 0 35 71 1
</TABLE>
* SEEBOARD consists of SEEBOARD plc, SEEBOARD GROUP plc, CSW INVESTMENTS AND CSW
(UK) FINCO. SEEBOARD and CAPITAL TRUST results were converted at a rate of
pounds 1.00 = $ 1.6176
80
<PAGE>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
CHILE LATIN INVERSIONES
CSWI CSWI CSW ENERGY AMERICAN SOL ENERGIA CSWI
CON CSWI (CAYMAN) VALE LLC HOLDINGS ENERGY CHILE LTDA. EUROPE
<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 1,480 0 0 0 0 0 0 0
General 339 0 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0 0 0
Total electric 1,819 0 0 0 0 0 0 0
Other Diversified 6 3 0 4 0 0 0 0
1,825 3 0 4 0 0 0 0
Less - accumulated depreciation 696 0 0 1 0 0 0 0
1,129 3 0 3 0 0 0 0
Investment in subsidiaries 0 730 0 0 0 0 0 0
CURRENT ASSETS
Cash and temporary cash investments 97 0 0 0 2 0 2 4
Accounts Receivable 268 0 0 3 0 0 0 0
Unrecovered fuel costs 0 0 0 0 0 0 0 0
Material and supplies, at average cost 13 0 0 0 0 0 0 0
Electric utility fuel inventory, substantially
at average cost 0 0 0 0 0 0 0 0
Prepayments and other 71 18 34 0 0 0 0 0
449 18 34 3 2 0 2 4
DEFERRED CHARGES AND OTHER ASSETS
Other non-utility investments 234 311 162 203 51 11 (47) 0
Securities available for sale 62 0 0 0 62 0 0 0
Prepaid Benefit Costs 58 0 0 0 0 0 0 0
Goodwill 1,330 0 0 0 0 0 0 0
Intercompany Notes Receivable 0 0 0 0 0 0 0 0
Deferred charges and other assets 29 1 0 1 0 0 16 0
1,713 312 162 204 113 11 (31) 0
TOTAL ASSETS 3,291 1,063 196 210 115 11 (29) 4
ENERGIA
de CAPITAL ELIM.
CSW CSWI 2 CSWI 3 TRUST * SEEBOARD * RCLSS & RND
ASSETS
FIXED ASSETS
Electric
Production 0 0 0 0 0 0
Transmission 0 0 0 0 0 0
Distribution 0 0 0 0 1,480 0
General 0 0 0 0 339 0
Nuclear fuel 0 0 0 0 0 0
Total electric 0 0 0 0 1,819 0
Other Diversified 0 0 0 0 0 (1)
0 0 0 0 1,819 (1)
Less - accumulated depreciation 0 1 0 0 695 (1)
0 (1) 0 0 1,124 0
Investment in subsidiaries 0 0 0 0 0 (730)
CURRENT ASSETS
Cash and temporary cash investments 0 0 0 89 0 0
Accounts Receivable 0 74 0 0 264 (73)
Unrecovered fuel costs 0 0 0 0 0 0
Material and supplies, at average cost 0 0 0 13 0 0
Electric utility fuel inventory, substantially
at average cost 0 0 0 0 0 0
Prepayments and other 0 3 0 0 17 (1)
0 77 0 0 383 (74)
DEFERRED CHARGES AND OTHER ASSETS
Other non-utility investments 2 490 0 0 44 (993)
Securities available for sale 0 0 0 0 0 0
Prepaid Benefit Costs 0 0 0 0 58 0
Goodwill 0 0 0 0 1,330 0
Intercompany Notes Receivable 0 0 0 465 0 (465)
Deferred charges and other assets 0 11 0 0 0 0
2 501 0 465 1,432 (1,458)
TOTAL ASSETS 2 577 0 465 2,939 (2,262)
</TABLE>
* SEEBOARD consists of SEEBOARD plc, SEEBOARD GROUP plc, CSW INVESTMENTS and CSW
(UK) FINCO. SEEBOARD and CAPITAL TRUST results were converted at a rate of
pounds 1.00 = $ 1.6182
81
<PAGE>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CHILE LATIN INVERSIONES
CSWI CSWI CSW ENERGY AMERICAN SOL ENERGIA CSWI
CON CSWI (CAYMAN) VALE LLC HOLDINGS ENERGY CHILE LTDA. EUROPE
<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 829 829 149 149 114 11 0 0
Retained earnings 271 (20) 13 17 0 0 1 (1)
Foreign currency translation and other (14) 0 0 0 0 0 (31) 0
1,086 809 162 166 114 11 (30)
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
Long-term debt 1,176 0 0 0 0 0 0 0
2,262 809 162 166 114 11 (30) (1)
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 0 0 0 0 0 0 0 0
Loan notes 24 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 448 254 34 34 0 0 0 0
Accrued taxes 91 (6) 0 10 1 0 1 0
Accrued interest 28 0 0 0 0 0 0 0
Other 55 0 0 0 0 0 0 0
646 248 34 44 1 0 1 0
DEFERRED CREDITS
Accumulated deferred income taxes 294 0 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 89 6 0 0 0 0 0 5
383 6 0 0 0 0 0 5
TOTAL CAPITALIZATION AND LIABILITIES 3,291 1,063 196 210 115 11 (29) 4
ENERGIA
de CAPITAL ELIM.
CSW CSWI 2 CSWI 3 TRUST * SEEBOARD * RCLSS & RND
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock
Common stock 0 0 0 0 0 0
Paid-in-capital 0 836 0 372 793 (2,424)
Retained earnings 2 (299) 0 93 (325) 790
Foreign currency translation and other(14) 0 0 0 0 17
2 537 0 465 468 (1,617)
Preferred stock
Not subject to mandatory redemption 0 0 0 0 0 0
Subject to mandatory redemption 0 0 0 0 0 0
Long-term debt 0 0 0 0 1,641 (465)
2 537 0 465 2,109 (2,082)
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 0 0 0 0 0 0
Loan notes 0 0 0 0 24 0
Short-term debt 0 0 0 0 0 0
Short-term debt-CSW Credit 0 0 0 0 0 0
Accounts payable 0 (17) 0 0 267 (124)
Accrued taxes 0 56 0 0 29 0
Accrued interest 0 1 0 0 28 (1)
Other 0 0 0 0 56 (1)
0 40 0 0 404 (126)
DEFERRED CREDITS
Accumulated deferred income taxes 0 0 0 0 294 0
Investment tax credits 0 0 0 0 0 0
Income tax related regulatory liabilities, net 0 0 0 0 0
Other 0 0 0 0 133 (55)
0 0 0 0 427 (55)
TOTAL CAPITALIZATION AND LIABILITIES 2 577 0 465 2,940 (2,263)
</TABLE>
* SEEBOARD consists of SEEBOARD plc, SEEBOARD GROUP plc, CSW INVESTMENTS and CSW
(UK) FINCO. SEEBOARD and CAPITAL TRUST results were converted at a rate of
pounds 1.00 = $ 1.6182
82
<PAGE>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CHILE LATIN INVERSIONES
CSWI CSW ENERGY AMERICAN SOL ENERGIA CSWI
CSWI CON CSWI (CAYMAN) VALE LLC HOLDINGS ENERGY CHILE LTDA. EUROPE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net Income 113 0 NA NA NA NA NA NA
Non-cash items included in net income
Depreciation & amortization 128 0 NA NA NA NA NA NA
Deferred income taxes and investment tax credits 30 1 NA NA NA NA NA NA
Preferred stock dividends 0 0 NA NA NA NA NA NA
Gain on reacquired preferred stock 0 0 NA NA NA NA NA NA
Charges for investments and assets 0 0 NA NA NA NA NA NA
Extraordinary loss 0 0 NA NA NA NA NA NA
Gain on sale of investments 0 0 NA NA NA NA NA NA
Change in Assets and Liabilities
Accounts receivable (74) (2) NA NA NA NA NA NA
Accounts payable (102) 0 NA NA NA NA NA NA
Accrued taxes 2 3 NA NA NA NA NA NA
Fuel recovery 0 0 NA NA NA NA NA NA
Fuel inventory 0 0 NA NA NA NA NA NA
Undistributed earnings 0 0 NA NA NA NA NA NA
Other 9 6 NA NA NA NA NA NA
106 8 NA NA NA NA NA NA
INVESTING ACTIVITIES
Construction expenditures (132) 0 NA NA NA NA NA NA
CSWE/CSWI non-SEEBOARD projects (9) (9) NA NA NA NA NA NA
Cash proceeds from sale of investments 0 0 NA NA NA NA NA NA
Equity investments in subsidiaries (21) 0 NA NA NA NA NA NA
Other 6 0 NA NA NA NA NA NA
(156) (9) NA NA NA NA NA NA
FINANCING ACTIVITIES
Common stock sold 0 0 NA NA NA NA NA NA
Capital contributions 0 0 NA NA NA NA NA NA
Proceeds from issuance of long-term debt 108 0 NA NA NA NA NA NA
Reacquisition/Retirement of long-term debt 0 0 NA NA NA NA NA NA
Redemption of preferred stock 0 0 NA NA NA NA NA NA
Trust preferred securities sold 0 0 NA NA NA NA NA NA
Special deposits for reacquisitions of LT debt 0 NA NA NA NA NA NA
Other financing activities (43) 0 NA NA NA NA NA NA
Change in short-term debt 4 4 NA NA NA NA NA NA
Payment of dividends 0 0 NA NA NA NA NA NA
69 4 NA NA NA NA NA NA
Effect of exchange rate changes on cash and
cash equivalents (3) 0 NA NA NA NA NA NA
Net change in cash and cash equivalents 16 3 NA NA NA NA NA NA
Cash and cash equivalents at beg of yr 81 0 NA NA NA NA NA NA
Cash and cash equivalents at end of yr 97 3 NA NA NA NA NA NA
SUPPLEMENTAL INFORMATION
Interest paid less amounts capitalized 152 14 NA NA NA NA NA NA
Income taxes paid (17) (3) NA NA NA NA NA NA
ENERGIA CAPITAL ELIM RCLSS.
de CSW CSWI 2 CSWI 3 TRUST SEEBOARD * & RND
OPERATING ACTIVITIES
Net Income NA 7 0 35 71 0
Non-cash items included in net income
Depreciation & amortization NA 0 0 0 127 1
Deferred income taxes and investment tax credits NA 0 0 0 28 1
Preferred stock dividends NA 0 0 0 0 0
Gain on reacquired preferred stock NA 0 0 0 0 0
Charges for investments and assets NA 0 0 0 0 0
Extraordinary loss NA 0 0 0 0 0
Gain on sale of investments NA 0 0 0 0 0
Change in Assets and Liabilities
Accounts receivable NA (10) 0 0 (61) (1)
Accounts payable NA (54) 0 0 (48) 0
Accrued taxes NA 14 0 0 (15) 0
Fuel recovery NA 0 0 0 0 0
Fuel inventory NA 0 0 0 0 0
Undistributed earnings NA 0 0 0 0 0
Other NA 43 0 0 9 (49)
NA 0 0 35 111 (48)
INVESTING ACTIVITIES
Construction expenditures NA 0 0 0 (132) 0
CSWE/CSWI non-SEEBOARD projects NA 0 0 0 0 0
Cash proceeds from sale of investments NA 0 0 0 0 0
Equity investments in subsidiaries NA 0 0 0 (21) 0
Other NA 0 0 0 6 0
NA 0 0 0 (147) 0
FINANCING ACTIVITIES
Common stock sold NA 0 0 0 0 0
Capital contributions NA 0 0 0 0 0
Proceeds from issuance of long-term debt NA 0 0 0 107 1
Reacquisition/Retirement of long-term debt NA 0 0 0 0 0
Redemption of preferred stock NA 0 0 0 0 0
Trust preferred securities sold NA 0 0 0 0 0
Special deposits for reacquisitions of LT debt NA 0 0 0 0 0
Other financing activities NA 0 0 (35) 0 (8)
Change in short-term debt NA 0 0 0 (7) 7
Payment of dividends NA 0 0 0 (49) 49
NA 0 0 (35) 51 49
Effect of exchange rate changes on cash and
cash equivalents NA 0 0 0 (2) (1)
Net change in cash and cash equivalents NA 0 0 0 13 0
Cash and cash equivalents at beg of yr NA (58) 0 0 76 63
Cash and cash equivalents at end of yr NA (58) 0 0 89 63
SUPPLEMENTAL INFORMATION
Interest paid less amounts capitalized NA 0 0 0 137 1
Income taxes paid NA 0 0 0 (14) 0
</TABLE>
* SEEBOARD consists of SEEBOARD plc, SEEBOARD GROUP plc, CSW INVESTMENTS and CSW
(UK) FINCO.
83
<PAGE>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CHILE LATIN
CSWI CSWI CSW ENERGY AMERICAN INVERSIONES CSWI
CON CSWI (CAYMAN) VALE LLC HOLDINGS ENERGY SOL ENERGIA EUROPE
<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 829 829 80 80 111 11 0 0
Retained earnings 158 (29) 0 12 3 0 0 0
Accumulated comprehensive income
Foreign currency translation adjustments 34 0 0 0 (8) 0 0 0
Unrealized gains/(losses) (20) 0 0 0 (20) 0 0 0
Minimum pension liability 0 0 0 0 0 0 0 0
Total Accum. comprehensive income 14 0 0 0 (28) 0 0 0
Total Shareholders' Equity 1,001 800 80 92 86 11 0 0
1999 Changes in Stockholders' Equity
Common stock 0 0 0 0 0 0 0 0
Paid-in capital 0 0 69 69 0 0 0 0
Retained earnings
Net income for common stock 113 (7) 0 5 0 0 1 (1)
Dividends paid to common stockholders 0 0 0 0 0 0 0 0
Other 0 16 13 0 0 0 0 0
Accumulated comprehensive income
Foreign currency translation adjustme (28) 0 0 0 8 0 (11) 0
Unrealized gains/(losses) 0 0 0 0 20 0 (20) 0
Minimum pension liability 0 0 0 0 0 0 0 0
Total Accum. comprehensive income (28) 0 0 0 28 0 (31) 0
Total Shareholders' Equity 85 9 82 74 28 0 (30) (1)
Stockholders' Equity at end of year
Common stock 0 0 0 0 0 0 0 0
Paid-in capital 829 829 149 149 111 11 0 0
Retained earnings 271 (20) 13 17 3 0 1 (1)
Accumulated comprehensive income
Foreign currency translation adjustment 6 0 0 0 0 0 (11) 0
Unrealized gains/(losses) (20) 0 0 0 0 0 (20) 0
Minimum pension liability 0 0 0 0 0 0 0 0
Total Accum. comprehensive income (14) 0 0 0 0 0 (31) 0
Total Shareholders' Equity 1,086 809 162 166 114 11 (30) (1)
ELIM.
ENERGIA CAPITAL RCLSS &
DE CSW CSWI 2 CSWI 3 TRUST SEEBOARD * RND
Stockholders' Equity at beginning of year
Common stock 0 0 0 0 0 0
Paid-in-capital 0 836 0 372 793 (2,283)
Retained earnings 1 (377) 0 68 (347) 827
Accumulated comprehensive income
Foreign currency translation adjustments 0 0 0 0 0 42
Unrealized gains/(losses) 0 0 0 0 0 0
Minimum pension liability 0 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 0 0 42
Total Shareholders' Equity 1 459 0 440 446 (1,414)
1999 Changes in Stockholders' Equity
Common stock 0 0 0 0 0 0
Paid-in capital 0 0 0 0 0 (138)
Retained earnings
Net income for common stock 1 7 0 35 71 1
Dividends paid to common stockholders 0 0 0 0 (49) 49
Other 0 71 0 (10) 0 (90)
Accumulated comprehensive income
Foreign currency translation adjustments 0 0 0 0 0 (25)
Unrealized gains/(losses) 0 0 0 0 0 0
Minimum pension liability 0 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 0 0 (25)
Total Shareholders' Equity 1 78 0 25 22 (203)
Stockholders' Equity at end of year
Common stock 0 0 0 0 0 0
Paid-in capital 0 836 0 372 793 (2,421)
Retained earnings 2 (299) 0 93 (325) 787
Accumulated comprehensive income
Foreign currency translation adjustments 0 0 0 0 0 17
Unrealized gains/(losses) 0 0 0 0 0 0
Minimum pension liability 0 0 0 0 0 0
Total Accum. comprehensive income 0 0 0 0 0 17
Total Shareholders' Equity 2 537 0 465 468 (1,617)
</TABLE>
* SEEBOARD consists of SEEBOARD plc, SEEBOARD GROUP plc, CSW INVESTMENTS and CSW
(UK) FINCO.
84
<PAGE>
C3 COMMUNICATIONS, INC.
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CSWC SW ELIM.
CSW SW TELECHOICE CSWC TEL TELECH CSW/CG 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 6 6 0 0 0 0 0 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 19 19 0 0 0 0 0 0
Maintenance 0 0 0 0 0 0 0 0
Depreciation and amortization 3 3 0 0 0 0 0 0
Taxes, other than income 1 1 0 0 0 0 0 0
Income taxes (8) (8) 0 0 0 0 0 0
TOTAL OPERATING EXPENSES AND TAXES 15 15 0 0 0 0 0 0
OPERATING INCOME (9) (9) 0 0 0 0 0 0
OTHER INCOME AND (DEDUCTIONS) 0 0 0 0 0 0 0 0
INCOME BEFORE INTEREST AND OTHER CHARGES (9) (9) 0 0 0 0 0 0
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 (13) (13) 0 0 0 0 0 0
Extraordinary Item 0 0 0 0 0 0 0 0
Preferred Stock Dividends 0 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK (13) (13) 0 0 0 0 0 0
</TABLE>
85
<PAGE>
C3 COMMUNICATIONS, INC.
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1999
(millions)
<TABLE>
<CAPTION>
CSWC SW ELIM.
CSW SW TELECHOICE CSWC TEL TELECH CSW/CG 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 65 65 0 0 0 0 0 0
65 65 0 0 0 0 0 0
Less - accumulated depreciation 4 4 0 0 0 0 0 0
61 61 0 0 0 0 0 0
INVESTMENTS IN SUBSIDIARIES 0 0 0 0 0 0 0 0
CURRENT ASSETS
Cash and temporary cash investments 0 0 0 0 0 0 0 0
Accounts receivable 1 1 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
2 2 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 3 3 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
4 4 0 0 0 0 0 0
67 67 0 0 0 0 0 0
</TABLE>
86
<PAGE>
C3 COMMUNICATIONS, INC.
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CSWC SW ELIM.
CSW SW TELECHOICE CSWC TEL TELECH CSW/CG 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 (32) (32) 0 0 0 0 0 0
Foreign currency translation and
other 0 0 0 0 0 0 0 0
(32) (32) 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
(32) (32) 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 93 93 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
97 97 0 0 0 0 0 0
DEFERRED CREDITS
Accumulated deferred income taxes 2 2 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
2 2 0 0 0 0 0 0
67 67 0 0 0 0 0 0
</TABLE>
87
<PAGE>
C3 COMMUNICATIONS, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CSWC SW ELIM.
CSW SW TELECHOICE CSWC TEL TELECH CSW/CG 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 (13) (13) 0 0 0 0 0 0
Non-cash items included in net income
Depreciation and amortization 3 3 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 investments 0 0 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 2 2 0 0 0 0 0 0
Accounts payable 4 4 0 0 0 0 0 0
Accrued taxes (2) (2) 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 (2) (2) 0 0 0 0 0 0
(9) (9) 0 0 0 0 0 0
INVESTING ACTIVITIES
Construction expenditures (28) (28) 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 subsidiary 0 0 0 0 0 0 0 0
Other (1) (1) 0 0 0 0 0 0
(29) (29) 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 0 0 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 38 38 0 0 0 0 0 0
Payment of dividends 0 0 0 0 0 0 0 0
38 38 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 equivalents 0 0 0 0 0 0 0 0
Cash and cash equivalents at beginning of year 0 0 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 (5) (5) 0 0 0 0 0 0
</TABLE>
88
<PAGE>
C3 COMMUNICATIONS, INC.
CONSOLIDATING STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
(MILLIONS)
<TABLE>
<CAPTION>
CSWC SW ELIM.
CSW SW TELECHOICE CSWC TEL TELECH CSW/CG 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) 0 0 0 0 0 0
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) (19) 0 0 0 0 0 0
1999 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 0 0 0 0 0 0 0 0
Net income for common stock (13) (13) 0 0 0 0 0 0
Dividends paid to common stockholders 0 0 0 0 0 0 0 0
Other 0 0 0 0 0 0 0 0
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 (13) (13) 0 0 0 0 0 0
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 (32) (32) 0 0 0 0 0 0
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 (32) (32) 0 0 0 0 0 0
</TABLE>
89
<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, 1999.
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).
90
<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).
91
<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).
92
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
ESI
B-15.1 Certificate of Incorporation, (incorporated herein by reference to
Item 10, Exhibit B-15.2 of the 1998 Central and South West
Corporation annual report on Form U5S).
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).
93
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
(d) Senior Notes Indenture dated November 15, 1998 between CPL and The
Band of New York as Trustee (incorporated herein by reference to
Exhibit 4 of CPL's Form S-3 dated November 18, 1998, File No.
333-67525).
(d.1) First Supplemental Indenture dated November 15, 1999, between
CPL and The Bank of New York, as Trustee, for $200 million
Floating Rate Notes due November 23, 2001 (incorporated
herein by reference to Exhibit 4 of CPL's Form S-3 dated
November 18, 1998, File No. 333-67525).
(d.2) Second Supplemental Indenture dated February 16, 2000,
between CPL and The Bank of New York, as Trustee, for $150
million Floating Rate Notes due February 22, 2002
(incorporated herein by reference to Exhibit 4 of CPL's Form
S-3 dated November 18, 1998, File No. 333-67525).
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).
94
<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).
95
<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)
96
<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 31,1999 - 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, 1999 - filed pursuant
to Section 22(b).
F-3 Detailed financial statements for SEEBOARD plc and subsidiaries for
the year ended December 31, 1999 - filed pursuant to Section 22(b).
F-4 Financial statements of Ash Creek Mining Company for the year ended
December 31, 1999 - filed herewith.
F-5 Financial statements of the Arklahoma Corporation for the fiscal
year ended November 30, 1999 - 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, 1999. Please refer to CSW International, Inc.
consolidating statements filed herewith.
97
<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, 1999, 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, 2000 By Lawrence B. Connors
Controller
98
<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, 1999, 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, 2000 By R. Russell Davis
Controller
99
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, 2000
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
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<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
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<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
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<PAGE>
CSW Northwest LP, Inc. 75-2638925
Dallas, Texas
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
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<PAGE>
CSW Frontera LP II, Inc. 75-2747374
Dallas, Texas
Southwestern Wholesale Electric Co. 74-2907049
Dallas, Texas
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
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<PAGE>
intercompany transactions, eliminated in consolidation, shall be given
appropriate effect.
These definitions shall apply, as appropriate, in the context of the
Alternative Minimum Tax ("AMT").
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
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<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
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<PAGE>
corporation will pay the unallocated AMT. Such unallocated AMT will
be carried forward, and, if appropriate, allocated to applicable
members in subsequent taxable years to the extent allowed under
sub-section (e). If any remaining unallocated AMT is recovered on a
consolidated basis in a subsequent year by the reduction of the
consolidated regular tax by the AMT credit, the parent corporation
will receive the entire tax benefit of such 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
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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 1999 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, 1999.
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
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Central and South West Services, Inc.
By /s/ E.R. Brooks
---------------------------------------------
Chairman and Chief Executive Officer
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.
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<PAGE>
CSW Orange, Inc.
CSW Orange II, Inc.
CSW Northwest GP, Inc.
CSW Northwest LP, Inc.
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
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CSW Energy Services, Inc.
Enershop, Inc.
Envirotherm
By /s/ Michael D. Smith
---------------------------------------------
President
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/ Michael D. Smith
---------------------------------------------
President
CSW Services International, Inc.
CSW International, Inc.
CSW International (U.K.), Inc.
CSW International Two, Inc.
14 of 15
<PAGE>
CSW International Three, Inc.
Latin American Energy Holdings, Inc.
By /s/ Terry D. Dennis
---------------------------------------------
President
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
1999
Sabine Mining Company $51,813
Gulf States Laboratories 8,133
General Electric Company 4,848
BICC Cable 880
Eagle Environment Services 840
Jones Environmental Inc. 672
Temple-Inland 560
Absolute Industries LLC 510
Miscellaneous (less than $500)
2,118
--------
TOTAL $70,374
--------
Cash and Other Forms of Compensation
CSW and the U.S. Electric Operating Companies
CSW'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 CSW's stockholders in both the long-term
and the short-term.
The Executive Compensation Committee of the CSW Board of Directors, which
consists of four independent outside directors, has designed CSW's executive
compensation programs around a strong pay-for-performance philosophy. The
Executive Compensation Committee strives to maintain competitive levels, at
average, of total compensation as compared to peers in the utility industry. The
Executive Compensation Committee performs its functions for the U.S. Electric
Operating Companies as well. The U.S. Electric Operating Companies do not have
Executive Compensation Committees nor committees performing similar functions.
Each year, the Executive Compensation Committee conducts a comprehensive
review of CSW's executive compensation programs. The Executive Compensation
Committee is assisted in these efforts by an independent consultant and by CSW's
internal staff, who provide the Executive 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 CSW to achieve its strategic and operating
objectives and provide value to its stockholders, CSW's customers, and to
document CSW's relative competitive position.
The Executive Compensation Committee reviews a comparison of CSW's
compensation programs with those offered by comparable companies within the
utility industry. For each component of compensation as well as total
compensation, the Executive Compensation Committee seeks to ensure that CSW'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, reduction, or
no award 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. The utility peer group consists of the companies listed in the
Standard & Poor's Electric Utility Index as well as large regional competitors.
The Executive Compensation Committee believes that using the utility peer group
provides an objective measure to compare performance benchmarks appropriate for
compensation purposes.
<PAGE>
CSW's executive compensation program includes several components serving
long-term and short-term objectives. CSW also provides its senior executive
officers with benefits under the Special Executive Retirement Plan and all
executive officers with certain executive perquisites, as noted later in this
section.
In addition, CSW 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 Executive
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 CSW's need
to effectively plan for and perform over the long-term.
Incentive Programs - Annual Incentive Plan: The 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 Executive Compensation Committee in the
first quarter of each year. The Executive 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 component 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.
<PAGE>
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 CEO, 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 0 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 CEO by the Executive
Compensation Committee, with the assistance of internal staff. The results are
reviewed and are subject to approval by the Executive Compensation Committee.
Under the terms of the AIP, the Executive 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
Executive Compensation Committee.
In 1999, AIP awards were determined based on the corporate performance,
business unit performance, if applicable, and individual performance. The
Executive Compensation Committee reviewed the results of this calculation in
determining the size of awards.
Incentive Programs - Long-Term Incentive Plan: Amounts realized by CSW's
executive officers under awards made pursuant to the CSW 1992 LTIP depend
entirely upon corporate performance. The Executive 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 Executive 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
Executive 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 CSW'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 CSW'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, CSW 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.
A new three-year performance cycle begins each year. In January 1999, the
Executive Compensation Committee reviewed total stockholder return results for
the period covering 1996-1998, and because performance was in the fourth
quartile, no restricted stock awards were granted.
CSW 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 Executive Compensation Committee. Stock options, once vested, allow
grantees to buy specified numbers of shares of CSW 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 Executive 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 CSW, and
the relative amounts of other long-term incentive awards at CSW and such peers.
The executive officers' realization of any value on the options depends upon
<PAGE>
stock appreciation. No executive officer owns in excess of one percent of CSW'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,
generally limits CSW's federal income tax deduction for compensation paid in any
taxable year to any one of the five highest paid executive officers named in
Part III of this Form 10-K 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 Internal Revenue 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 Executive Compensation Committee has carefully considered the impact
of this law. At this time, the Executive Compensation Committee believes it is
in CSW's and its 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 Internal Revenue Code section 162(m). In 1997,
stockholders approved the restated LTIP and re-qualified the plan for Internal
Revenue Code section 162(m) purposes.
Rationale for CEO Compensation
In 1999, Mr. Brooks' compensation was determined as described above for
all of CSW's executive officers.
Mr. Brooks' annual salary increased in 1999 to $806,000 from $775,000. The
Executive 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).
For 1999, CSW achieved earnings per share of $2.14. Based on corporate and
individual results Mr. Brooks' AIP for 1999, which was paid in 2000, was 150% of
target.
In 1999, the Executive Compensation Committee established Mr. Brooks'
target performance units for LTIP for the 1999-2001 cycle of 19,572 units to be
paid in shares of restricted stock in 2001 if performance measures are met. Mr.
Brooks' target amount was derived by reference to the number and value of grants
to chief executive officers at comparable companies.
CSW EXECUTIVE COMPENSATION COMMITTEE
Joe H. Foy, Chairman
Molly Shi Boren
William R. Howell
Richard L. Sandor
<PAGE>
CSW
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------------- --------------------------------------------
Awards Payouts
Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Name and Salary Bonus sation Award(s) Options/ Payouts sation
Principal Position Year ($) ($)(1) ($)(2) ($)(1)(3) SARs(#) ($)(4) ($)(5)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E. R. Brooks 1999 780,961 536,558 18,346 -- -- -- 23,557
Chairman, 1998 741,345 450,000 119,057 -- -- 220,748 23,263
and CEO 1997 699,999 375,200 14,723 -- 65,000 -- 23,757
T. V. Shockley,III 1999 544,230 375,205 7,098 -- -- -- 23,557
President and 1998 518,462 300,000 20,921 -- -- 130,928 23,263
Chief Operating 1997 490,000 215,662 4,325 -- 41,000 -- 23,757
Officer
Glenn Files 1999 393,077 283,562 5,893 -- -- -- 23,557
Senior Vice Pres. 1998 392,307 125,000 10,753 -- -- 75,992 23,263
Electric Operations 1997 374,999 143,099 8,534 -- 31,000 -- 23,757
Ferd. C. Meyer,Jr. 1999 350,961 259,550 5,617 -- -- -- 23,557
Executive Vice 1998 359,272 185,000 8,893 -- -- 102,810 23,263
President and 1997 345,051 157,157 3,950 -- 29,000 -- 21,307
General Counsel
Glenn D. Rosilier 1999 340,962 251,872 4,738 -- -- -- 23,557
Executive Vice 1998 348,636 185,000 6,042 -- -- 102,810 23,263
President and 1997 334,751 161,055 3,594 -- 28,000 -- 23,757
Chief 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 1999 perquisites and other personal benefits required
to be identified in respect of the following Named Executive Officer: none.
(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.
As of the end of 1999, the aggregate restricted stock holdings of each of the
Named Executive Officers were:
Restricted Stock Held Market Value at
At December 31, 1999 December 31, 1999
--------------------------------------------- ---------------------
E. R. Brooks 8,153 $163,060
T. V. Shockley, III 4,844 96,880
Ferd. C. Meyer, Jr. 3,799 75,980
Glenn D. Rosilier 3,799 75,980
Glenn Files 2,904 58,080
(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. In 1999,
<PAGE>
1998 and 1997, Messrs. Brooks, Shockley ,Files, Meyers and Rosilier
participated in the memorial gift program. See Meetings and Compensation for
a description of CSW's memorial gift program.
U.S. ELECTRIC OPERATING COMPANIES
The following table sets forth the aggregate cash and other compensation
for services rendered for the fiscal years of 1999, 1998 and 1997 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, 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.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------------- --------------------------------------------
Awards Payouts
Other
Annual Restricted Securities All 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, Senior 1999 393,077 283,562 5,893 -- -- -- 23,557
President of CSW 1998 392,307 125,000 10,753 -- -- 75,992 23,263
Electric Operations 1997 374,999 143,099 8,534 -- 31,000 -- 23,757
(4,5)
Richard H. Bremer, 1999 181,092 213,300 2,132 -- -- -- 2,523,557
Former Pres. of CSW 1998 328,154 48,642 2,499 -- -- 87,818 23,263
Energy Serv business 1997 307,462 99,993 4,648 -- 26,000 -- 21,357
unit (4,5,6)
Robert L. Zemanek, 1999 283,250 184,985 3,510 -- -- -- 23,557
President of CSW 1998 294,144 9,560 49,818 -- -- 81,702 23,263
Energy Delivery 1997 283,250 89,279 10,272 -- 24,000 -- 23,757
business unit (4,5)
Richard P. Verret, 1999 271,116 175,676 2,009 -- -- -- 8,103
President of CSW 1998 270,038 50,953 1,833 -- -- 47,576 7,900
Production (4,5) 1997 251,230 83,390 2,083 -- 21,000 -- 7,953
J. Gonzalo Sandoval 1999 138,863 29,955 -- -- -- -- 7,200
General Manager/ 1998 138,115 8,110 -- -- -- 18,944 6,580
President of CPL (4)
T. D. Churchwell, 1999 192,500 101,063 2,209 -- -- -- 8,103
President of PSO 1998 199,904 6,738 2,359 -- -- 37,942 7,900
(4,5) 1997 192,500 53,672 2,167 -- 13,000 -- 6,398
Michael H. Madison, 1999 186,944 87,380 5,544 -- -- -- 8,103
President of SWEPCO 1998 178,593 53,150 28,914 -- -- 18,944 7,900
(4,5)
Paul J. Brower, 1999 141,677 29,955 5,564 -- -- -- 7,200
General Manager/ 1998 138,115 2,874 15,136 -- -- 18,944 6,344
President of WTU (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: None.
<PAGE>
(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.
As of December 31, 1999, the aggregate restricted stock holdings of each of the
Named Executive Officers are presented in the following table.
Restricted Stock Market Value at
Name at December 31, 1999 December 31, 1999
---------------------------------------------------------------
Glenn Files 2,904 $58,080
Richard H. Bremer -- --
Robert L. Zemanek 3,009 60,180
Richard P. Verret 1,754 35,080
J. Gonzalo Sandoval 725 14,500
T. D. Churchwell 1,076 21,520
Michael H. Madison 725 14,500
Paul J. Brower 725 14,500
(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. In 1999,
1998 and 1997, Messrs. Bremer, Files and Zemanek participated in the memorial
gift program. See Meetings and Compensation for a description of CSW's
memorial gift program. In 1999, $2,500,000 was paid to Mr. Bremer upon his
resignation.
(6)Mr. Bremer was President of the CSW Energy Services business unit until he
resigned in 1999.
Option/SAR Grants
No stock options or appreciation rights were granted to any officer or director
of CSW or the U.S. Electric Operating Companies in 1999.
CSW
Option/SAR Exercises and Year-End Value Table
Shown below is information regarding option/SAR exercises during 1999 and
unexercised options/SARs as of December 31, 1999, for the Named Executive
Officers.
<PAGE>
Aggregated Option/SAR Exercises in 1999
and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Value Underlying Unexercised In-the-Money
Shares Acquired Realized Options/SARs at Year End Options/SARs at Year End
Name On Exercise ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ----------------- --------------- --------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
E. R. Brooks -- -- 86,842/21,667 --/--
T. V. Shockley, III -- -- 69,564/13,667 --/--
Glenn Files -- -- 44,319/10,334 --/--
Ferd. C. Meyer, Jr. -- -- 42,556/9,667 --/--
Glenn D. Rosilier -- -- 51,555/9,334 --/--
</TABLE>
(1) Calculated based upon the difference between the closing price of CSW's
Shares on the New York Stock Exchange on December 31, 1999 ($20.00 per
share) and the exercise price per share of the outstanding unexercisable
and exercisable options ($20.750, $24.813 and $29.625, as applicable).
U.S. ELECTRIC OPERATING COMPANIES
Option/SAR Exercises and Year-End Value Table
Shown below is information regarding option/SAR exercises during 1999 and
unexercised options/SARs at December 31, 1999 for the Named Executive Officers
for the U.S. Electric Operating Companies.
Aggregated Option/SAR Exercises in 1999
and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Value Underlying Unexercised In-the-Money
Shares Acquired Realized Options/SARs at Year End Options/SARs at Year End
Name On Exercise(#) ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- --------------- --------------- --------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Glenn Files -- -- 44,319/10,334 --/--
Richard H. Bremer 33,233 $107,880 --/-- --/--
Robert L. Zemanek -- -- 41,430/8,000 --/--
Richard P. Verret -- -- 10,135/7,000 --/--
J. Gonzalo Sandoval -- -- 2,916/-- --/--
T. D. Churchwell -- -- 13,601/4,334 --/--
Michael H. Madison -- -- 6,802/3,667 --/--
Paul J. Brower -- -- 7,145/-- --/--
</TABLE>
(1)Calculated based upon the difference between the closing price of CSW's
Shares on the New York Stock Exchange on December 31, 1999 ($20.00 per share)
and the exercise price per share of the outstanding unexercisable and
exercisable options ($20.750, $24.813 and $29.625, as applicable).
<PAGE>
CSW
Long-Term Incentive Plan Awards in 1999
The following table shows information concerning awards made to the Named
Executive Officers for CSW during 1999 under the LTIP:
<TABLE>
<CAPTION>
Estimated Future Payouts under
Non-Stock Price Based Plans
Performance or
Number of Other Period
Shares, Units or Until Maturation Threshold Target Maximum
Name Other Rights Or Payout ($) ($) ($)
---- ---------------- ---------------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
E. R. Brooks 19,572 2 years -- 391,440 587,160
T. V. Shockley, III 11,689 2 years -- 233,780 350,670
Glenn Files 8,442 2 years -- 168,840 253,260
Ferd. C. Meyer, Jr. 7,576 2 years -- 151,520 227,280
Glenn D. Rosilier 7,360 2 years -- 147,200 220,800
</TABLE>
(1) Vesting period for awards paid at end of three-year cycle.
Payouts of the awards are contingent upon CSW 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 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 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 Cash and Other Forms of
Compensation - CSW for additional discussion of the terms of the LTIP.
U.S. Electric Operating Companies
Long-term Incentive Plan Awards in 1999
The following table shows information concerning awards made to the Named
Executive Officers during 1999 under the CSW LTIP.
<TABLE>
<CAPTION>
Estimated Future Payouts under
Non-Stock Price Based Plans
Performance or
Number of Other Period
Shares, Units or Until Maturation Threshold Target Maximum
Name Other Rights Or Payout ($) ($) ($)
---- ---------------- ---------------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
Glenn Files 8,442 2 years -- 168,840 253,260
Robert L. Zemanek 6,131 2 years -- 122,620 183,930
Richard P. Verret 5,823 2 years -- 116,460 174,690
J. Gonzalo Sandoval -- 2 years -- -- --
Richard H. Bremer -- 2 years -- -- --
T. D. Churchwell 2,778 2 years -- 55,560 83,340
Michael H. Madison 2,482 2 years -- 49,640 74,460
Paul J. Brower -- 2 years -- -- --
</TABLE>
(1) Vesting period for awards paid at end of three year cycle.
<PAGE>
Payouts of these awards are contingent upon CSW 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.
Cash Balance Retirement Plan
The CSW System maintains the Cash Balance Plan for eligible employees. In
addition, the CSW System maintains the SERP, a non-qualified ERISA excess plan,
that primarily provides benefits that cannot be payable under the Cash Balance
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 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
Years of Service Applicable Percentage
------------------------------------------------
<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, 1999, the sum of age plus years of service of the Named
Executive Officers for CSW for the cash balance formula is as follows: Mr.
Brooks, 100; Mr. Shockley, 77; Mr. Files, 80; Mr. Meyer, 78; and Mr. Rosilier,
75.
As of December 31, 1999, the sum of age plus years of service of the Named
Executive Officers for the U.S. Electric Operating Companies for the cash
balance formula are as follows: Mr. Zemanek, 77; Mr. Verret, 80; Mr. Sandoval,
76, Mr. Churchwell, 76; Mr. Madison, 79; Mr. Brower, 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 1999, the interest rate was 5.25%. For 2000, the
interest rate is 6.15%. 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 Cash Balance Plan and the SERP)
<PAGE>
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 Cash Balance
Plan and the SERP is:
CSW
E.R. Brooks $467,246
T.V. Shockley, III 244,999
Ferd. C. Meyer, Jr. 146,311
Glenn D. Rosilier 255,520
Glenn Files 279,398
U.S. Electric Operating Companies
Robert L. Zemanek $241,035
Richard P. Verret 177,290
Richard H. Bremer --
J. Gonzalo Sandoval 98,903
T.D. Churchwell 108,313
Michael H. Madison 124,924
Paul J. Brower 81,665
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 1999 assuming no future increases plus bonus at 1999 target level; (3)
interest credit at 6.15% for 2000 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 6.15% 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. For CSW, at commencement of benefits, Mr.
Brooks, Mr. Shockley and Mr. Meyer have a choice of their accrued benefit using
the cash balance formula or their accrued benefit using the prior pension
formula. For the U.S. Electric Operating Companies, 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.
<PAGE>
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, 1999,
for the following officers of CSW, who continue to earn a benefit under the
prior pension formula are: Mr. Brooks, 38 and 62, Mr. Shockley, 23 and 54 and
Mr. Meyer, 30 and 60. Respective years of credited service and ages, as of
December 31, 1999, for the following officers of the U.S. Electric Operating
Companies, who continue to earn a benefit under the prior pension formula are:
Mr. Verret, 27 and 53, Mr. Churchwell, 21 and 55.
Change in Control Agreements
Pursuant to approval by the CSW Board of Directors in October 1996, CSW
also has Change in Control Agreements with the Named Executive Officers of CSW
and certain other CSW System 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 two 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 participating CSW
<PAGE>
System officers are also eligible for an additional payment, if required, to
make them whole for any excise tax imposed by Section 4999 of the Internal
Revenue 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
CSW
The CSW Board of Directors held six regular meetings and four special
meetings during 1999. Directors who are not officers or employees of CSW receive
annual cash directors' fees of $12,000 for serving on the CSW Board and a fee of
$1,250 per day plus expenses for each meeting of the CSW Board or committee
meeting attended. CSW 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. For 1999, and any
future awards of phantom stock, all awards were and will be immediately vested,
converted to common stock and issued. The CSW 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 CSW
receives no annual fees.
CSW 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 15 retired or resigned directors
and officers eligible for the memorial gift program. Under this program, CSW
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 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 $15,454 per participant in 1999, $15,363 per participant for 1998 and
$15,803 per participant for 1997.
Non-employee directors are provided the opportunity to defer some or all
of their directors' fees by participating in either the Central and South West
Deferred Compensation Plan for Directors or the Directors' Deferred Savings
Plan. The Compensation 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 CSW
Board. The Savings Plan is unlimited as to the amount of participating fees
which are returned, with accrued interest, as a lump sum or over a period not to
exceed 15 years following retirement.
Non-employee directors are provided the opportunity to enroll in a medical
and dental program offered by CSW. 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 CSW 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 CSW.
All current directors attended more than 75% of the total number of
meetings held by the CSW Board and each committee on which such directors served
in 1999.
<PAGE>
U.S. Electric Operating Companies
Meetings and Directors Fees
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
Number of special board meetings 1 -- 2 1
Annual directors' fees $6,000 $6,000 $6,600 $6,000
All of CPL's directors attended 75% or more of the scheduled and special
board meetings. PSO and SWEPCO each had one director who attended only 50% of
the meetings. WTU had one director who attended only 25% of the meetings.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 17(a) of
the Public Utility Holding Company Act of 1935 require CSW's and the U.S.
Electric Operating Companies' officers and directors, and persons who
beneficially own more than ten percent of CSW's Common Stock, or any class of
equity security (other than an exempted security) which is registered pursuant
to Section 12 of the Exchange Act, to file reports of ownership and changes in
ownership with the SEC and the New York Stock Exchange. Officers, directors and
greater-than-ten-percent stockholders are required by SEC regulation to furnish
CSW with copies of all Section 16(a) reports they file. Based solely on CSW's
review of the copies of such forms received and written representations from
certain reporting persons, CSW and the U.S. Electric Operating Companies believe
that during 1999 all such filing requirements applicable to its officers,
directors and greater-than-ten-percent stockholders were complied with.
Compensation Committee Interlocks and Insider Participation
No person serving during 1999 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 1999. No person serving during 1999 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 have served as a member of the Executive
Compensation Committee of CSW or as a director of one of the U.S. Electric
Operating Companies. The U.S. Electric Operating Companies have no Executive
Compensation Committees or committee performing similar functions.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Security Ownership of Certain Beneficial Owners
Set forth below are the only persons or groups known to CSW as of December
31, 1999, which have beneficial ownership of five percent or more of CSW'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 Sanford C. Berstein & Co. 18,290,965 8.6%
767 Fifth Avenue
New York, NY 10153-0185
Common Stock Barrow, Hanley, Mewhinney & 16,090,800 7.6%
Strauss, Inc.
1 McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, TX 75204-2429 (A)
Common Stock Capital Research & Management 15,715,800 7.4%
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 12,443,000 shares of Common Stock, or
5.9%. 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,
1999.
U.S. Electric Operating Companies
All of the outstanding shares of common stock of each of the U.S. Electric
Operating Companies, presented in the following table, is owned beneficially and
of record by CSW.
Company Shares Par Value
-------------------------------------------------
CPL 6,755,535 $25
PSO 9,013,000 15
SWEPCO 7,536,640 18
WTU 5,488,560 25
<PAGE>
CSW
Security Ownership of Management
The following table shows securities beneficially owned as of December 31,
1999 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, 1999, 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.
Beneficial Ownership as of December 31, 1999
CSW Common
Underlying
CSW Restricted Immediately
Name Common Stock Exercisable
(1) (2) (3) Options (3)
---------------------------------------------------------------
CSW
Molly Shi Boren 5,663
E.R. Brooks 161,237 8,153 86,842
Donald M. Carlton 10,120
T.J. Ellis 41,395 542 37,733
Glenn Files 65,636 2,904 44,319
Joe H. Foy 2,834
Thomas M. Hagan 27,984 779 21,818
William Howell 1,220
Robert W. Lawless 5,433
Venita McCellon-Allen 21,747 751 15,267
Ferd. C. Meyer, Jr. 60,229 3,799 42,556
James L. Powell 6,101
Glenn D. Rosilier 93,004 3,799 51,555
Richard L. Sandor 620
T. V. Shockley, III 101,692 4,844 69,564
Lawrence B. Connors 28,700 779 15,597
Wendy G. Hargus 16,944 725 12,650
Stephen J. McDonnell 40,169 725 15,145
Kenneth C. Raney, Jr. 16,881 725 9,476
Michael D.Smith 19,892 751 16,445
----------------------------------
TOTAL 727,501 29,276 438,967
(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.
The following tables show securities beneficially owned as of December 31,
1999, 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, 1999, restricted stock, CSW Common Stock credited to CSW
Retirement Savings Plan accounts and all other CSW Common Stock beneficially
owned by the listed persons.
<PAGE>
Each of the U.S. Electric Operating Companies has one or more series of
preferred stock outstanding. As of December 31, 1999, 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, 1999
CSW Common
Underlying
CSW Restricted Immediately
Name Common Stock Exercisable
(1) (2) (3) Options (3)
----------------------------------------------------------------
CPL
John F. Brimberry 1,542 - --
E. R. Brooks 161,237 8,153 86,842
Glenn Files 65,636 2,904 44,319
Ruben M. Garcia -- -- --
Robert A. McAllen 250 -- --
Pete Morales, Jr. -- -- --
H. Lee Richards 1,400 -- --
J. Gonzalo Sandoval 12,758 725 2,916
Gerald E. Vaughn 21,699 725 15,010
Wendy Hargus 16,944 725 12,650
Alphonso R. Jackson 7,151 221 6,666
R. Russell Davis 1,406 -- 1,406
Brenda L. Snider 834 -- --
-----------------------------------
TOTAL 290,857 13,453 169,809
-----------------------------------
PSO
E. R. Brooks 161,237 8,153 86,842
T. D. Churchwell 17,137 1,076 13,601
Harry A. Clarke -- -- --
Glenn Files 65,636 2,904 44,319
Paul K. Lackey, Jr. -- -- --
Paula Marshall-Chapman -- -- --
William R. McKamey 15,655 725 3,323
Dr. Robert B. Taylor, Jr. -- -- --
Wendy Hargus 16,944 725 12,650
R. Russell Davis 1,406 -- 1,406
Lina P. Holm 789 -- --
------------------------------------
TOTAL 278,804 13,583 162,141
------------------------------------
SWEPCO
Karen C. Adams 2,601 -- 880
E. R. Brooks 161,237 8,153 86,842
James E. Davison 34,175 -- --
Glenn Files 65,636 2,904 44,319
Dr. Frederick E. Joyce -- -- --
John M. Lewis -- -- --
William C. Peatross -- -- --
Maxine P. Sarpy 100 -- --
Michael H. Madison 14,100 725 6,802
Wendy Hargus 16,944 725 12,650
R. Russell Davis 1,406 -- 1,406
Marilyn S. Kirkland 289 -- --
------------------------------------
TOTAL 296,488 12,507 152,899
------------------------------------
WTU
E. R. Brooks 161,237 8,153 86,842
Paul J. Brower 10,338 725 7,145
Glenn Files 65,636 2,904 44,319
Tommy Morris 2,000 -- --
Dian G. Owen -- -- --
James M. Parker -- -- --
F. L. Stephens 15,215 600 --
Alphonso R. Jackson 7,151 221 6,666
Wendy Hargus 16,944 725 12,650
R. Russell Davis 1,406 -- 1,406
Martha Murray 3,583 -- --
------------------------------------
TOTAL 283,510 13,328 159,028
------------------------------------
(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 COMAPNY
BALANCE SHEET
AS OF DECEMBER 31, 1999
BALANCE
ASSETS CLOSE OF BALANCE
CURRENT MONTH JANUARY 1, 1999
------------- ---------------
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 $12,779 $20,463
Working Funds
Temporary Cash Investments
Accounts Receivable-PSO
Accounts Receivable
Coal Inventory
Materials & Supplies
Prepayments
------------- ---------------
TOTAL CURRENT & ACCURED ASSETS 12,779 20,463
DEFERRED DEBITS
Development Cost Capitalized
Less: Reserve For Valuation Acct.
Other Deferred Debits
TOTAL DEFERRED DEBITS
------------- ---------------
TOTAL ASSETS $12,779 $20,463
============= ===============
CAPITALIZATION & LIABILITIES
CAPITALIZATION
Common Stock $3,839,040 $3,839,040
Paid in Capital 6,449,384 6,449,384
Unappropriated Retained Earnings (10,279,420) (10,268,516)
Bonds
Unamortized Discount On Bonds
------------- ---------------
TOTAL CAPITALIZATION 9,004 19,908
CURRENT & ACCRUED LIABILITIES
Notes Payable-PSO
Notes Payable-Other
Accounts Payable-PSO 27
Accounts Payable-Other 2,833 889
Taxes Accrued 942 (360)
Accrued Interest Payable-PSO
Accrued Interest Payable-Other
Misc. Current & Accrued Liabilities (1)
------------- ---------------
TOTAL CURRENT & ACCRUED LIABILITIES 3,775 555
OTHER DEFERRED CREDITS
Deferred Investment Tax Credit
Deferred Taxes On Income
Reserve For Mine Closing
------------- ---------------
TOTAL CAPITALIZATION & LIABILITY $12,779 $20,463
============= ===============
<PAGE>
ASH CREEK MINING COMPANY
INCOME STATEMENTS
FOR THE MONTH ENDED DECEMBER 31, 1999
CURRENT MONTHS
MONTH TO DATE
------------- ---------------
OPERATING REVENUE
Sale Of Coal
Miscellaneous Operating Revenue $188
------------- ---------------
TOTAL OPERATING REVENUE 188
------------- ---------------
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) 761 9,789
Federal Income Taxes (267) 831
State Income Taxes 471
Deferred Income Taxes
Other Taxes
------------- ---------------
TOTAL OPERATING EXPENSES 494 11,091
------------- ---------------
NET OPERATING INCOME (494) (10,903)
------------- ---------------
OTHER DEDUCTIONS
Interest Expense to PSO
Interest Expense Other
Miscellaneous Other Deductions-Property Write Down
Interest Income and Other
Gain on Sales of Assets
------------- ---------------
TOTAL OTHER DEDUCTIONS
------------- ---------------
NET INCOME (LOSS) ($494) ($10,903)
============= ===============
NET INCOME (LOSS) - BUDGET
------------- ---------------
NET INCOME (LOSS) - PRIOR YEAR $743 $9,697
------------- ---------------
(A) Administrative and General Includes-
CSW Services $215
PSO
Utilities
Reclamation Bond Expense
Outside Services - Legal
Other 761 9,574
------------- ---------------
Total $761 $9,789
============= ===============
THE ARKLAHOMA CORPORATION
BALANCE SHEETS
NOVEMBER 30, 1999 AND 1998
ASSETS 1999 1998
---------- ----------
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 126,627 122,340
---------- ----------
Total assets $ 439,250 $ 434,963
========== ==========
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock, par value $100 per share,
12,000 shares authorized, 500 shares
outstanding $ 50,000 $ 50,000
Retained earnings 312,824 311,241
---------- ----------
Total capitalization 362,824 361,241
---------- ----------
CURRENT LIABILITIES:
Accounts payable 5,880 5,872
Accounts payable to affiliated companies 10,254 7,558
---------- ----------
Total current liabilities 16,134 13,430
---------- ----------
DEFERRED CREDITS:
Deferred income taxes 60,292 60,292
---------- ----------
Total liabilities 76,426 73,722
---------- ----------
Total capitalization and liabilities $ 439,250 $ 434,963
========== ==========
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, 1999 AND 1998
1999 1998
---------- ----------
REVENUES:
Interest income $ 9,707 $11,422
---------- ----------
EXPENSES:
Administrative and general 7,402 7,900
Other 442 434
---------- ----------
Total expenses 7,844 8,334
---------- ----------
Income before Federal and state income taxes 1,863 3,088
FEDERAL AND STATE INCOME TAXES 280 463
---------- ----------
NET INCOME 1,583 2,625
RETAINED EARNINGS, beginning of year 311,241 308,616
---------- ----------
RETAINED EARNINGS, end of year $ 312,824 $ 311,241
========== ==========
The accompanying notes are an integral part of these balance sheets.
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998
1999 1998
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,583 $ 2,625
Change in current assets and liabilities-
Accounts receivable 500
Accounts payable 2,704 (1,880)
-------- --------
Net cash provided by operating activities 4,287 1,245
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 4,287 1,245
CASH AND CASH EQUIVALENTS, beginning of year 122,340 121,095
-------- --------
CASH AND CASH EQUIVALENTS, end of year $ 126,627 $ 122,340
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Net cash paid during the year for income taxes $ 463 $ 487
======== ========
The accompanying notes are an integral part of these balance sheets.
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 UK 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8,326
<OTHER-PROPERTY-AND-INVEST> 348
<TOTAL-CURRENT-ASSETS> 1,927
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<NAME> SOUTHWESTERN ELECTRIC POWER COMPANY
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<NAME> SOUTHWESTERN ELECTRIC POWER COMPANY
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