SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 11-K
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(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission File No. 2-70746
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
(Full title of the plan)
AMERICAN ELECTRIC POWER COMPANY, INC.
1 RIVERSIDE PLAZA, COLUMBUS, OHIO 43215
(Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office)
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
PAGE
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INDEPENDENT AUDITORS' REPORTS . . . . . . . . . . . . . . . . . . . . . 4-5
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits . . . . . . . . . . . 6
Statements of Changes in Net Assets Available for Benefits. . . . . . 7
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 8-14
SUPPLEMENTAL SCHEDULES:
I. Assets Held for Investment Purposes . . . . . . . . . . . . . 15
II. Reportable Transactions . . . . . . . . . . . . . . . . . . .16-17
EXHIBITS:
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Independent Auditors' Consents. . . . . . . . . . . . . . . . . . . .19-20
2
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Employee Benefit Trusts Committee has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
By: /s/ J. Steven Kiser
----------------------------------------
J. Steven Kiser, Secretary
Employee Benefit Trusts Committee
Date: June 29, 2001
3
INDEPENDENT AUDITORS' REPORT
American Electric Power Service Corporation, as Plan Administrator:
We have audited the accompanying statement of net assets available for
benefits of the Central and South West Corporation Retirement Savings
Plan (the "Plan") as of December 31, 2000, and the related statement of
changes in net assets available for benefits for the year then ended.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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 Plan 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, such financial statements present fairly, in all
material respects, the net assets available for benefits of the Plan as
of December 31, 2000, and the changes in net assets available for
benefits for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
listed in the Table of Contents are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 (ERISA). These
supplemental schedules are the responsibility of the Plan's management.
The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Tulsa, OK
June 29, 2001
4
Report of Independent Public Accountants
To American Electric Power Service Corporation, as Plan Administrator:
We have audited the accompanying statement of net assets available for
benefits of the Central and South West Corporation Retirement Savings
Plan ("the Plan") as of December 31, 1999, and the related statement of
changes in net assets available for benefits for the year ended
December 31, 1999. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Plan as of December 31, 1999 and the changes in its net assets
available for benefits for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United
States.
ARTHUR ANDERSEN LLP
Dallas, TX
June 28, 2000
5
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31
2000 1999
---- ----
Assets:
Investments:
Bank Investment and Other Fixed
Income Contracts $177,623,922 $212,109,619
American Electric Power Company,
Inc. - Common Stock 230,499,010
Central and South West
Corporation - Common Stock - 175,648,048
Registered Investment Company 349,265,577 335,623,839
Participant Loans 28,548,564 29,448,528
-------------------- ----------------------
Total Investments 785,937,073 752,830,034
Receivables:
Employer contributions - 519,328
Participant contributions - 1,002,695
Accrued income - 1,014,410
-------------------- ----------------------
Total Receivables - 2,536,433
Total Assets 785,937,073 755,366,467
Liabilities:
Accounts payable - 1,888,546
Accrued expenses - 286,410
-------------------- ----------------------
Total Liabilities - 2,174,956
Net Assets Available For Benefits $785,937,073 $753,191,511
==================== ======================
See notes to financial statements
6
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31
2000 1999
---- ----
Investment Income:
Net appreciation(depreciation) in fair
value of investments $ 31,778,188 $(20,747,892)
Net realized loss on sale of investments (5,203,731) (1,803,550)
Net realized gain (loss) on common stock 89,293 (575,807)
Interest 11,989,823 11,889,119
Interest on loans 2,564,721 2,636,475
Dividends 36,848,375 38,399,301
Administrative and investment expenses (314,160) (1,045,755)
---------------- ----------------
Net investment income 77,752,509 28,751,891
---------------- ----------------
Contributions:
Employers 15,239,396 14,923,399
Participants 30,771,253 29,101,706
---------------- ----------------
Total Contributions 46,010,649 44,025,105
---------------- ----------------
Distributions to Participants (91,017,596) (56,682,066)
---------------- ----------------
Net increase 32,745,562 16,094,930
Net Assets Available For Benefits:
Beginning of Year 753,191,511 737,096,581
---------------- ----------------
End of Year $785,937,073 $753,191,511
================ ================
See notes to financial statements
7
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following description of the Central and South West Corporation
Retirement Savings Plan is provided for general information purposes
only. Participants should refer to the Plan documents for more complete
information.
The Central and South West Corporation (CSW or the Corporation)
Employees' Thrift Plan (Thrift Plan), a defined contribution plan, was
adopted by the Corporation effective December 22, 1959, and was renamed
"Central and South West Corporation Thrift Plus" (Thrift Plus),
effective January 1, 1991. It was renamed "Central and South West
Corporation Retirement Savings Plan" (the "Plan"), effective July 1,
1997.
On June 15, 2000 American Electric Power, Inc (AEP) merged with CSW so
that CSW became a wholly-owned subsidiary of AEP. The merger agreement
provides that the CSW qualified plans will remain in effect until July
1, 2002. The effect on the Plan subsequent to July 1, 2002 has not yet
been determined.
The following former Central and South West System companies are
participating employers in the Plan as of December 31, 2000:
Central Power and Light Company (CPL)
Public Service Company of Oklahoma (PSO)
Southwestern Electric Power Company (SWEPCO)
West Texas Utilities Company (WTU)
Central and South West Services, Inc. (CSWS)
CSW Energy, Inc. (CSWE)
CSW Energy Services, Inc.
C3 Communications, Inc.
EnerShopSM Inc.
Effective May 15, 2000, Fidelity Management Trust Company (Fidelity)
was appointed Trustee and Recordkeeper for the Plan and all Plan
assets were transferred to Fidelity's custody as of that date. Prior
to that date, Mellon Bank was the Trustee and Hewitt Associates was
the Recordkeeper for the Plan. Some enhancements were made to the Plan
in conjunction with the change to Fidelity, including immediate
vesting by participants in employer contributions, thereby making them
not subject to forfeiture. In addition, participants who terminate
employment with the Corporation and have outstanding loans may elect
the option of paying off the balance under the existing terms over the
remaining life of the loan.
Any employee of the participating employers is eligible to become a
voluntary participant once they have completed 1 hour of service. At
December 31, 2000 and 1999, there were 8,509 and 7,917 participants in
the Plan, respectively.
Generally, eligible employees electing to participate in the Plan may
make contributions in 1% increments up to 20% of their salary. The
employers contribute to the Plan, on behalf of each participant, an
amount equal to 75% of the participant's contribution up to 6% of the
participant's compensation for each payroll period, subject to certain
limitations. All contributions are participant directed. All
contributions are deposited to the trust after each pay period. The
Tax Reform Act of 1986 restricts the amount that certain participants
who are deemed highly compensated may contribute to the Plan.
Participants are allowed to change investment elections, change
contribution percentages, or move existing fund balances on a daily
basis. Prior to May 15, 2000, forfeitures of the employer
contributions without a fully vested interest resulting from
termination of participation in the Plan were used by the
8
employers to reduce their future contributions. Forfeitures were
reinstated if the participant was re-employed by a participating
employer and returned to the Plan within five years. The forfeitures
for the years ended December 31, 2000, and 1999, were $78,151, and
$380,746, respectively.
Netcontributions made to the Plan by the employers and the
participants for the years ended December 31, 2000, and 1999, were
$46,010,649, and $44,025,105, respectively.
A participant's account shall be distributed at the option of the
participant, to the participant or the participant's designated
beneficiary, upon termination of employment or death. In the event of
termination of a participant's employment before reaching age 55,
other than by death, there shall be available to the participant for
distribution the vested interest in the participant's account as a
lump sum. A participant may make withdrawals at any time from any
remaining contributions previously made, but not exceeding the entire
balance in the account. Participants may elect to receive the funds
either by lump sum, equal to market value at time of withdrawal, or an
actuarially determined annuity payment, or by rolling the funds into
another qualified plan of the participant's choice. Additionally,
employees may direct that their contributions be made on an after-tax
basis and/or a pre-tax basis in accordance with Section 401(k) of the
Internal Revenue Code (Code). An employee's taxable income for federal
income tax is reduced by any pre-tax contribution. Certain
restrictions, as defined by the Code, are placed on the availability
of those pre-tax accumulated funds.
American Electric Power Service Corporation has been the Plan
Administrator since May 15, 2000. Prior to that time, the Plan was
administered by CSW's Benefits Advisory Committee. Fidelity is the
Trustee and Recordkeeper for all funds in the Plan at December 31,
2000.
Subsequent to May 15, 2000, participants may direct the investments of
their contributions to any of the following funds:
The Fixed Income Fund, the objective of which is to invest in
the Fidelity Retirement Government Money Market Portfolio and
investment contracts from a wide variety of providers at
varying annual interest rates.
The AEP Stock Fund, the objective of which is to invest in AEP
common stock and temporary investments in the Fidelity
Institutional Cash Portfolio Money Market Fund.
The Fidelity Puritan Fund, the objective of which is to invest
in a broadly diversified portfolio of domestic and foreign
common stocks, and preferred stocks and bonds, including
lower-quality, high-yield debt securities. The prospectus for
the Puritan Fund indicates that the Puritan Fund is a growth
and income fund.
The Fidelity OTC Portfolio, the objective of which is to
invest in common stocks, preferred stocks, securities
convertible into common stocks, and debt securities that are
traded on the over-the-counter (OTC) securities market. The
prospectus for the OTC Portfolio indicates that the OTC
Portfolio is a growth fund.
The Fidelity Overseas Fund, the objective of which is to
invest in foreign securities, including common stocks and
securities convertible into common stocks, as well as debt
instruments. The prospectus for the Overseas Fund indicates
that the Overseas Fund is an international growth fund.
The Fidelity Blue Chip Growth Fund, the objective of which is
to invest in a diversified portfolio of common stocks of
well-known and established domestic and foreign companies. The
prospectus for the Blue Chip Growth Fund indicates that the
Blue Chip Growth Fund is a growth fund.
9
The Fidelity Equity-Income Fund, the objective of which is to
seek reasonable income and also to consider the potential for
capital appreciation. The fund seeks a yield that exceeds the
yield on the securities comprising the Standard and Poor's 500
index and normally invests at least 65% of its total assets in
income-producing equity securities, while potentially
investing in other types of equity securities and debt
securities, including lower-quality debt securities.
The Fidelity Low-Priced Stock Fund, the objective of which is
to seek capital appreciation by normally investing at least
65% of total assets in low-priced common stocks ($35 or less
at time of purchase), which can lead to investments in small
and medium-sized companies.
The Fidelity Freedom Income Fund, the objective of which is to
seek high current income and, secondarily, to seek capital
appreciation. The fund invests in a combination of Fidelity
equity, fixed-income, and money market funds (underlying
Fidelity Funds) and allocates its assets among these funds
according to a stable asset allocation strategy designed for
investors already in retirement.
The Fidelity Freedom 2000 Fund, the objective of which is to
seek high total return, by investing in a combination of
Fidelity equity, fixed-income, and money market funds
(underlying Fidelity funds) and allocating its assets among
these funds according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2000 approaches
its target retirement date. Targeted to investors expected to
retire around the year 2000.
The Fidelity Freedom 2010 Fund, the objective of which is to
seek high total return, by investing in a combination of
Fidelity equity, fixed-income, and money market funds
(underlying Fidelity funds) and allocating its assets among
these funds according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2010 approaches
its target retirement date. Targeted to investors expected to
retire around the year 2010.
The Fidelity Freedom 2020 Fund, the objective of which is to
seek high total return, by investing in a combination of
Fidelity equity, fixed-income, and money market funds
(underlying Fidelity funds) and allocating its assets among
these funds according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2020 approaches
its target retirement date. Targeted to investors expected to
retire around the year 2020.
The Fidelity Freedom 2030 Fund, the objective of which is to
seek high total return, by investing in a combination of
Fidelity equity, fixed-income, and money market funds
(underlying Fidelity funds) and allocating its assets among
these funds according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2030 approaches
its target retirement date. Targeted to investors expected to
retire around the year 2030.
The Fidelity Freedom 2040 Fund, the objective of which is to
seek high total return, by investing in a combination of
Fidelity equity, fixed-income, and money market funds
(underlying Fidelity funds) and allocating its assets among
these funds according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2040 approaches
its target retirement date. Targeted to investors expected to
retire around the year 2040.
10
The Fidelity Spartan U.S. Equity Index Portfolio, the
objective of which is to invest in a group of common stocks.
The prospectus for the Spartan U.S. Equity Index Portfolio
indicates that the Spartan U.S. Equity Index Portfolio is a
growth and income fund which is designed to approximate the
composition and total return of the S&P 500.
During 1999 and prior to May 15, 2000, participants could direct the
investment of their contributions to any combination of the following
funds:
Fixed Income Fund, the objective of which is to invest in
fixed income securities such as guaranteed investment
contracts, temporary cash investments, government obligations
and other fixed income securities that have been selected by
the Investment Committee.
CSW Corporation Stock Fund, the objective of which is to
invest in Central and South West Corporation common stock. In
1994, the fund enrolled in the CSW PowerShare Dividends
Reinvestment and Stock Purchase Plan with the intention of
reducing the administrative expenses of the Plan associated
with the payment of dividends.
Asset Allocation Fund, the objective of which is to invest in
equity mutual funds and a fixed income corporate bond fund.
The allocation between equity mutual funds and the fixed
income corporate bond fund may be shifted from time to time
based on the attractiveness of the stock market.
Capital Appreciation Fund, the objective of which is to invest
in mutual funds that have a goal of long-term growth with no
emphasis on current income. The mutual funds purchase stocks
of rapidly growing companies or companies with the potential
for exceptional growth.
Growth and Income Fund, the objective of which is to invest in
mutual funds whose goal is a combination of both growth and
current income. These mutual funds purchase stocks of growing
companies as well as those whose share price has increased
while paying steady dividends.
Participants may transfer the value of their own cumulative
contributions, in any whole percentage or dollar amount, among
investments, change their investment elections, and change their
contribution percentage as often as they like. Except for their pre-tax
contributions, participants may withdraw their interest in the Plan
twice a year, including company matching contributions which are
immediately vested. Pre-tax contributions are not eligible for
withdrawal by participants not yet age 59-1/2.
Participants may borrow from their savings plan accounts, a minimum of
$1,000 ($500 prior to May 2000) up to a maximum equal to the lesser of
$50,000 or 50% of their account balance. Loan terms range from one year
to 60 months, except for certain loans to purchase a home for which the
maximum term is 15 years. Interest rates, fixed for the life of the
loan, are established by the Plan Administrator in accordance with the
requirements of law. Active employees make principal and interest
payments through payroll deductions. Retirees/surviving spouses make
monthly payments using a coupon book.
2. ACCOUNTING POLICIES
The accompanying financial statements are prepared on the accrual basis
of accounting. Certain reclassifications have been made in the 1999
financial statements to conform with the 2000 presentation.
11
Investments have been recorded based on the trade-date and are reported
in the Statements of Net Assets Available for Benefits at fair value or
contract value. The AEP and CSW Stock Fund investments are valued at
year-end quoted closing prices. The year-end valuations for the various
Fidelity funds are based on the closing market prices for the
underlying securities as provided by the Trustee.
Dividends and interest income are recorded as earned. These amounts are
reinvested by the Trustees in the same funds which generated such
income. Investment management fees are accounted for as a reduction in
net investment income. Beginning in May 2000, all other Plan
administration expenses are paid by the employer with the exception of
per transaction charges for withdrawals and minimum required
distributions which are borne by the participants.
Distributions are recorded when paid. There were no amounts due to
participants who requested distributions from the Plan at December 31,
2000 and 1999.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The Plan utilizes various investment instruments. Investment
securities, in general, are exposed to various risks, such as interest
rate, credit, and overall market volatility. Due to the level of risk
associated with certain investment securities, it is reasonably
possible that changes in the values of investment securities will occur
in the near term and that such changes could materially affect the
amounts reported in the Statements of Net Assets Available for
Benefits.
3. INVESTMENTS EXCEEDING 5% OF PLAN NET ASSETS
Investments exceeding five percent of net assets were:
Fair Value
---------------------------
December 31,
2000 1999
------------ ------------
AEP Common Stock. . . . . . . . . . . . . . . $230,499,010 $ -
FMTC US Govt. Reserve . . . . . . . . . . . . 177,623,922 -
Fidelity Blue Chip Growth Fund. . . . . . . . 159,127,794 -
Fidelity Equity Inc . . . . . . . . . . . . . 104,768,291 -
CSW Common Stock. . . . . . . . . . . . . . . - 175,648,048
LaSalle Income Plus Fund. . . . . . . . . . . - 93,235,466
Harbor Fund . . . . . . . . . . . . . . . . . - 57,466,938
Twentieth Century Investors Ultra Fund. . . . - 64,250,636
Janus Fund. . . . . . . . . . . . . . . . . . - 57,645,322
Waddell & Reed United Income Fund . . . . . . - 47,400,479
ICAP Funds Equity Portfolio . . . . . . . . . - 43,915,398
12
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
During 2000 and 1999, the Plan's investments (including investments
bought, sold as well as held during the year) appreciated (depreciated)
in value by $26,663,750 and $(23,127,249), respectively, as follows:
Appreciation(Depreciation)
In Fair Value
---------------------------
Year Ended December 31,
2000 1999
------------ ------------
Investments at Fair Value:
Central and South West Corporation
Common Stock. . . . . . . . . . . . . . $ 10,125,387 $( 63,117,410)
American Electric Power Company
Common Stock. . . . . . . . . . . . . . 59,184,228 -
Registered Investment Companies . . . . . (42,605,337) 42,586,397
Investments at Estimated Fair Value:
Bank Investment and
Other Fixed Income Contracts. . . . . . (40,528) (2,596,236)
------------- -------------
Total . . . . . . . . . . . . . . . . $ 26,663,750 $(23,127,249)
============== =============
5. FEDERAL INCOME TAX
The Internal Revenue Service (IRS) has determined that the Plan meets
the requirements of Section 401(a) of the Code; therefore, the Plan is
exempt from federal income tax pursuant to Section 501(a) of the Code.
The Plan obtained its latest determination letter on August 17, 1999,
in which the IRS stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Code. The Plan has
been amended since receiving the determination letter. However, the
plan administrator and the plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
Under current income tax laws and regulations, participants are not
subject to federal income tax on the employer contributions to their
accounts or on the accumulated earnings on employee and employer
contributions until such amounts are distributed to participants.
Employees have the option to make contributions to the Plan on a
pre-tax basis, in which case federal income tax is deferred until
pre-tax contributions and earnings are distributed.
6. RECONCILIATION OF THE 1999 FINANCIAL STATEMENTS TO FORM 5500
A reconciliation of net assets available for benefits per the financial
statements to the Form 5500 at December 31, 1999, is as follows:
1999
----
Net assets available for benefits, per the
financial statements $753,191,5ll
Amounts allocated to withdrawing participants (1,796,815)
------------
Net assets available for benefits, per the
Form 5500 $751,394,696
============
13
A reconciliation of benefits distributed to participants per the
financial statements to the Form 5500 at December 31, 1999, is as
follows:
1999
----
Benefits distributed per the financial statements $ 56,682,066
Amounts allocated to withdrawing participants, at
December 31 1,796,815
Amounts allocated to withdrawing participants, at
December 31 (1998) (1,142,357)
------------
Benefits paid to participants per the Form 5500 $ 57,336,524
============
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to December 31 but not yet paid as of that date.
7. PLAN TERMINATION
Although it has not expressed any intent to do so, AEP has the right
under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants remain 100 percent vested in their
accounts.
8. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by
Fidelity. Fidelity is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest.
14
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE I
------------------------------------------------------------------------------------------
ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 2000
NUMBER OF FAIR/CONTRACT
SHARES/UNITS VALUE COST
--------------- -------------- --------------
GDCS CSW FIXED INCOME FUND . . . . . . 177,620,283 Units $177,623,922 $177,620,283
THE AEP STOCK FUND:
*American Electric Power Company, Inc.
Common Stock $6.50 par value . . . . 16,751,382 Shares $225,463,947 $171,791,678
*Fidelity Institutional Cash
Portfolio Fund . . . . . . . . . . . 5,035,063 Units 5,035,063 5,035,063
------------- ------------
TOTAL - THE AEP STOCK FUND. . . . . $230,499,010 $176,826,741
REGISTERED INVESTMENT COMPANY:
*The Fidelity Puritan Fund. . . . . . . 1,689,062 Units $ 31,805,036 $ 31,517,895
*The Fidelity OTC Portfolio . . . . . . 636,241 Units 26,117,689 39,975,016
*The Fidelity Overseas Fund . . . . . . 167,993 Units 5,773,930 7,415,225
*The Fidelity Blue Chip Growth Fund . . 3,088,061 Units 159,127,794 179,601,639
*The Fidelity Equity Income Fund. . . . 1,960,851 Units 104,768,291 99,787,728
*The Fidelity Low-Priced Stock Fund . . 160,563 Units 3,712,207 3,715,418
*The Fidelity Freedom Income Fund . . . 148,325 Units 1,656,789 1,640,474
*The Fidelity Freedom 2000 Fund . . . . 202,276 Units 2,388,883 2,512,271
*The Fidelity Freedom 2010 Fund . . . . 150,835 Units 2,087,555 2,140,348
*The Fidelity Freedom 2020 Fund . . . . 165,458 Units 2,409,066 2,557,978
*The Fidelity Freedom 2030 Fund . . . . 149,482 Units 2,242,226 2,409,645
*The Fidelity Freedom 2040 Fund . . . . 3,073 Units 26,885 26,592
*The Fidelity Spartan U.S. Equity Index
Portfolio . . . . . . . . . . . . . . 152,729 Units 7,149,226 7,653,230
----------- -------------
TOTAL - REGISTERED INVESTMENT COMPANY $349,265,577 $380,953,459
PARTICIPANT LOANS (interest rates ranging from 7%
through 10.5% maturing through December 2015) $ 28,548,564 $ 28,548,564
------------ ------------
TOTAL INVESTMENTS . . . . . . . . . . . $785,937,073 $763,949,047
============ ============
* Issuer is a Party in Interest to the Plan.
15
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2000
Series transactions involving a net amount in excess of five percent
of the current value of Plan net assets as of the beginning of the year:
Idenity of Description of Asset
Party Involved (include interest rate and Purchase Selling Expense Incurred
maturity in case of a loan) Price Price with transaction
* Mellon Trust Fixed Income Fund
Federal National Mortgage Association
2 Sales $ - $ 39,985,200 $ -
EB Temporary Investments
75 Purchases 169,788,876 - -
67 Sales - 186,688,271 -
* Mellon Trust Growth and Income (194-737)
Vanguard/Windsor Fund Inc. II
69 Sales - 39,255,844 -
* Mellon Trust CSW Stock Fund
EB Temporary Investments
45 Sales - 43,931,322 -
* Mellon Trust Capital Appreciation (194-736)
American Century Mutual Funds Ultra
56 Purchases 46,179,124 - -
54 Sales - 103,198,070 -
* Fidelity Management CSW Fixed Income Fund (GDCS)
Trust Company 5 Purchase 186,387,319 - -
* Fidelity Management CSW Stock Fund (TRBV)
Trust Company 3 Purchase 203,199,786 - -
* Issuer is a Party in Interest to the Plan.
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2000
Series transactions involving a net amount in excess of five percent
of the current value of Plan net assets as of the beginning of the year:
Current value
Idenity of Description of Asset of asset on
Party Involved (include interest rate and Cost transaction Net gain
maturity in case of a loan) of asset date or (loss)
* Mellon Trust Fixed Income Fund
Federal National Mortgage Association
2 Sales $ 39,978,280 $ 39,985,200 $ 6,920
EB Temporary Investments
75 Purchases 169,788,876 169,788,876 -
67 Sales 186,688,271 186,688,271 -
* Mellon Trust Growth and Income (194-737)
Vanguard/Windsor Fund Inc. II
69 Sales 45,147,919 39,255,844 (5,892,075)
* Mellon Trust CSW Stock Fund
EB Temporary Investments
45 Sales 43,931,322 43,931,322 -
* Mellon Trust Capital Appreciation (194-736)
American Century Mutual Funds Ultra
56 Purchases 46,179,124 46,179,124 -
54 Sales 96,426,843 103,198,070 6,771,227
* Fidelity Management CSW Fixed Income Fund (GDCS)
Trust Company 5 Purchase 186,387,319 186,387,319 -
* Fidelity Management CSW Stock Fund (TRBV)
Trust Company 3 Purchase 203,199,786 203,199,786 -
* Issuer is a Party in Interest to the Plan.
16
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2000
Single transactions involving a net amount in excess of five percent
of the current value of Plan net assets as of the beginning of the year:
Idenity of Description of Asset
Party Involved (include interest rate and Purchase Selling Expense Incurred
maturity in case of a loan) Price Price with transaction
* Mellon Trust Fixed Income Fund
EB Temporary Investments
Purchases $ 54,157,382 $ - $ -
Sale - 84,649,850 -
* Mellon Trust Growth and Income (194-737)
ICAP FDS INC Equity Portfolio
Sale - 42,349,980 -
United FDS inc. Income Fund
Sale - 50,775,227 -
* Mellon Trust Capital Appreciation (194-736)
American Centruy Mutual Funds
Sale - 79,724,804 -
Harbor Fund Capitall Appreciation Fund
Sale - 54,993,534 -
Janus Investment Fund
Sale - 55,014,968 -
* Fidelity Management Fidelity Blue Chip Fund (0312)
Trust Company Purchase 189,733,307 - -
* Fidelity Management Fidelity Equity Income Fund (0023)
Trust Company Purchase 115,071,896 - -
* Issuer is a Party in Interest to the Plan.
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2000
Single transactions involving a net amount in excess of five percent
of the current value of Plan net assets as of the beginning of the year:
Current value
Idenity of Description of Asset of asset on
Party Involved (include interest rate and Cost transaction Net gain
maturity in case of a loan) of asset date or (loss)
* Mellon Trust Fixed Income Fund
EB Temporary Investments
Purchases $ 54,157,382 $ 54,157,382 $ -
Sale 84,649,850 84,649,850 -
* Mellon Trust Growth and Income (194-737)
ICAP FDS INC Equity Portfolio
Sale 41,929,487 42,349,980 420,493
United FDS inc. Income Fund
Sale 39,827,350 50,775,227 10,947,877
* Mellon Trust Capital Appreciation (194-736)
American Centruy Mutual Funds
Sale 76,168,837 79,724,804 3,555,967
Harbor Fund Capitall Appreciation Fund
Sale 49,173,376 54,993,534 5,820,158
Janus Investment Fund
Sale 34,914,660 55,014,968 20,100,308
* Fidelity Management Fidelity Blue Chip Fund (0312)
Trust Company Purchase 189,733,307 189,733,307 -
* Fidelity Management Fidelity Equity Income Fund (0023)
Trust Company Purchase 115,071,896 115,071,896 -
* Issuer is a Party in Interest to the Plan.
17
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
EXHIBIT INDEX
-------------------------------------------------------------------------------
Page No.
In this
Exhibit No. Description Filing
23A Consent of Deloitte & Touche LLP 19
23B Consent of Arthur Andersen LLP 20
18
EXHIBIT 23A
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
CONSENT OF INDEPENDENT AUDITORS
------------------------------------------------------------------------
Central and South West Corporation:
We consent to the incorporation by reference in the previously filed
registration statement on Form S-8 (File No. 333-39402), of our report
dated June 29, 2001 appearing in this Annual Report on Form 11-K of
Central and South West Corporation Retirement Savings Plan for the year
ended December 31, 2000.
DELOITTE & TOUCHE LLP
Tulsa, Oklahoma
June 29, 2001
19
EXHIBIT 23B
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
Consent of Independent Public Accountants
-----------------------------------------------------------------------
Central and South West Corporation:
As independent public accountants, we hereby consent to the
incorporation by reference in the previously filed Registration
Statement on Form S-8 (File No.333-39402) of our report dated June 28,
2000 on the financial statements of the Central and South West
Corporation Retirement Savings Plan as of and for the year ended
December 31, 1999.
ARTHUR ANDERSEN LLP
Dallas, Texas
June 29, 2001
20