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 00-0000000
Dallas, Texas
Central Power and Light Company 00-0000000
Corpus Christi, Texas
Public Service Company of Oklahoma 00-0000000
Tulsa, Oklahoma
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Southwestern Electric Power Company 00-0000000
Shreveport, Louisiana
West Texas Utilities Company 00-0000000
Abilene, Texas
Central and South West Services, Inc. 00-0000000
Dallas, Texas
CSW Leasing, Inc. 00-0000000
Dallas, Texas
CSW Credit, Inc. 00-0000000
Dallas, Texas
CSW Energy, Inc. 00-0000000
Dallas, Texas
CSW Power Marketing, Inc. 00-0000000
Dallas, Texas
Ash Creek Mining Company 00-0000000
Tulsa, Oklahoma
Southwest Arkansas Utilities Corp. 00-0000000
DeQueen, Arkansas
CSW Development-I, Inc. 00-0000000
Dallas, Texas
CSW Development-II, Inc. 00-0000000
Dallas, Texas
CSW Ft. Xxxxxx, Inc. 00-0000000
Dallas, Texas
Noah I Power G.P., Inc. 00-0000000
Dallas, Texas
CSW Orange, Inc. 00-0000000
Dallas, Texas
C3 Communications, Inc. 00-0000000
Dallas, Texas
CSWC Southwest Holding, Inc. 00-0000000
Dallas, Texas
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CSWC TeleChoice Management, Inc. 00-0000000
Dallas, Texas
CSWC TeleChoice, Inc. 00-0000000
Dallas, Texas
CSW International, Inc. 00-0000000
Dallas, Texas
CSW Mulberry, Inc. 00-0000000
Dallas, Texas
Newgulf Power Venture, Inc. 00-0000000
Dallas, Texas
CSW Nevada, Inc. 00-0000000
Dallas, Texas
Enershop, Inc. 00-0000000
Dallas, Texas
Envirothem 00-0000000
Dallas, Texas
CSW International (U.K.), Inc. 00-0000000
Dallas, Texas
CSW International Two, Inc. 00-0000000
Dallas, Texas
CSW International Three, Inc. 00-0000000
Dallas, Texas
CSW Mulberry II, Inc. 00-0000000
Dallas, Texas
CSW Orange II, Inc. 00-0000000
Dallas, Texas
CSW Development-3, Inc. 00-0000000
Dallas, Texas
CSW Northwest GP, Inc. 00-0000000
Dallas, Texas
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CSW Northwest LP, Inc. 00-0000000
Dallas, Texas
CSW Xxxxxx XX I, Inc. 00-0000000
Dallas, Texas
CSW Xxxxxx XX II, Inc. 00-0000000
Dallas, Texas
CSW Xxxxxx XX I, Inc. 00-0000000
Dallas, Texas
CSW Xxxxxx XX II, Inc. 00-0000000
Dallas, Texas
CSW Energy Services, Inc. 00-0000000
Dallas, Texas
CSW Services International, Inc. 00-0000000
Dallas, Texas
Latin American Energy Holding, Inc. 00-0000000
Dallas, Texas
CSW Eastex GP I, Inc. 00-0000000
Dallas, Texas
CSW Eastex XX XX, Inc. 00-0000000
Dallas, Texas
CSW Eastex LP I, Inc. 00-0000000
Dallas, Texas
CSW Eastex XX XX, Inc. 00-0000000
Dallas, Texas
CSW Frontera GP I, Inc. 00-0000000
Dallas, Texas
CSW Frontera XX XX, Inc. 00-0000000
Dallas, Texas
CSW Frontera LP I, Inc. 00-0000000
Dallas, Texas
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CSW Frontera XX XX, Inc. 00-0000000
Dallas, Texas
Southwestern Wholesale Electric Co. 00-0000000
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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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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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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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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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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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/ Xxxxxxxx X. Xxxxxxx
---------------------------------------------
Xxxxxxxx X. Xxxxxxx, Controller
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Central and South West Services, Inc.
By /s/ X.X. Xxxxxx
---------------------------------------------
Chairman and Chief Executive Officer
Central Power and Light Company
By /s/ Xxxxxxx Xxxxxxxx
---------------------------------------------
President
Public Service Company of Oklahoma
By /s/ X.X. Xxxxxxxxxx
---------------------------------------------
President
Southwestern Electric Power Company
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
President
West Texas Utilities Company
By /s/ Xxxx Xxxxxx
---------------------------------------------
President
CSW Energy, Inc.
CSW Development-I, Inc.
CSW Development-II, Inc.
CSW Development-3, Inc.
CSW Ft. Xxxxxx, Inc.
Noah I Power G.P., Inc.
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CSW Orange, Inc.
CSW Orange II, Inc.
CSW Northwest GP, Inc.
CSW Northwest LP, Inc.
CSW Xxxxxx XX I, Inc.
CSW Xxxxxx XX II, Inc.
CSW Xxxxxx XX I, Inc.
CSW Xxxxxx XX II, Inc.
CSW Mulberry, Inc.
CSW Mulberry II, Inc.
Newgulf Power Venture, Inc.
CSW Nevada, Inc.
CSW Eastex GP I, Inc.
CSW Eastex XX XX, Inc.
CSW Eastex LP I, Inc.
CSW Eastex XX XX, Inc.
CSW Frontera GP I, Inc.
CSW Frontera XX XX, Inc.
CSW Frontera LP I, Inc.
CSW Frontera XX XX, Inc.
By /s/ Xxxxx X. Xxxxxx
---------------------------------------------
President and Chief Executive Officer
CSW Credit, Inc.
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------------------
President
CSW Leasing, Inc.
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------------------
President
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CSW Energy Services, Inc.
Enershop, Inc.
Envirotherm
By /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
President
Ash Creek Mining Company
By /s/ E. Xxxxxxx Xxxxxxxx
---------------------------------------------
President
Southwest Arkansas Utilities Corporation
By /s/ Xxxxxx X. XxXxxxx
---------------------------------------------
President
C3 Communications, Inc.
CSWC Southwest Holding, Inc.
CSWC TeleChoice Management, Inc.
CSWC TeleChoice, Inc.
By /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
President
CSW Services International, Inc.
CSW International, Inc.
CSW International (U.K.), Inc.
CSW International Two, Inc.
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CSW International Three, Inc.
Latin American Energy Holdings, Inc.
By /s/ Xxxxx X. Xxxxxx
---------------------------------------------
President
CSW Power Marketing, Inc.
By /s/ Xxxxx X. Xxxxxx
---------------------------------------------
President
Southwestern Wholesale Electric Company
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
President
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