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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____to_____
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
----------- ----------------------------------- ------------------
333-09033 Southern Investments UK plc None
(Registered in England & Wales)
Avonbank
Feeder Road
Bristol
BS2 0TB, UK
(01144) 117 9332000
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No __
Description of Shares Outstanding
Registrant Common Stock at July 31, 2000
---------- ------------ ----------------
Southern Investments UK plc Par Value(pound)1 Per Share 902,128,735
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q includes forward-looking and
historical information. The Company cautions that there are various important
factors that could cause actual results to differ materially from those
indicated in the forward-looking information; accordingly, there can be no
assurance that such indicated results will be realized. These factors include
legislative and regulatory issues (such as the results of the current review of
regulation, and the impact of the most recent distribution price control review
effective April 2000); potential business strategies, including acquisitions or
dispositions of assets or businesses or internal restructuring that may be
pursued by the Company or its subsidiaries; the potential introduction of the
Euro; changes in or application of environmental and other laws and regulations
to which the Company and its subsidiaries are subject; political, legal and
economic conditions and developments in which the Company and its subsidiaries
operate; financial market conditions and the results of financing efforts;
changes in commodity prices and interest rates; weather and other natural
phenomena; the performance of projects undertaken by the Company or its
subsidiaries and the success of efforts to invest in and develop new
opportunities; and other factors discussed elsewhere herein and in other reports
filed from time to time by the Company with the SEC.
1
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<TABLE>
<CAPTION>
SOUTHERN INVESTMENTS UK plc and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Stated in Millions)
For the Three Months Ended June 30,
-----------------------------------
2000 1999
---- ----
(Note A)
<S> <C> <C> <C>
OPERATING REVENUES (pound) 54 $ 81 (pound) 59
COST OF SALES 6 9 3
------ ------ ------
GROSS MARGIN 48 72 56
------ ------ ------
OPERATING EXPENSES:
Maintenance 8 12 8
Depreciation and amortization 11 16 13
Selling, general, and administrative 3 5 8
------ ------ ------
Total operating expenses 22 33 29
------ ------ ------
OPERATING INCOME FROM CONTINUING
OPERATIONS 26 39 27
------ ------ ------
OTHER INCOME (EXPENSE):
Interest income from affiliated company 5 8 5
Interest expense (13) (20) (14)
Other, net 2 3 2
------ ------ ------
Total other expense (6) (9) (7)
------ ------ ------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 20 30 20
PROVISION FOR INCOME TAXES 6 9 6
------ ------ ------
NET INCOME FROM CONTINUING OPERATIONS 14 21 14
DISCONTINUED OPERATIONS (NOTE C):
Income from operations of discontinued supply business
(less applicable income taxes of(pound)- ($-), and(pound)-) - - -
------ ------ ------
NET INCOME (pound) 14 $ 21 (pound) 14
====== ====== ======
The accompanying notes form an integral part of these condensed consolidated statements
2
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<TABLE>
<CAPTION>
SOUTHERN INVESTMENTS UK plc and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Stated in Millions)
For the Three Months Ended June 30,
-----------------------------------
2000 1999
---- ----
(Note A)
OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net income (pound) 14 $ 21 (pound) 14
Adjustments to reconcile net income to net cash provided by
operating activities from continuing operations:
Depreciation and amortization 11 16 13
Deferred income taxes 1 2 1
Changes in certain current assets and liabilities:
Receivables, net 10 15 (4)
Accounts payable 3 5 2
Accrued income taxes 5 8 6
Other (5) (8) (1)
------ ------ ------
Net cash provided from operating activities of continuing
operations 39 59 31
------ ------ ------
INVESTING ACTIVITIES:
Capital expenditures (19) (29) (14)
Proceeds from sale of assets - - 1
Proceeds from sale of investments 2 3 -
------ ------ ------
Net cash used for investing activities of continuing operations (17) (26) (13)
------ ------ ------
FINANCING ACTIVITIES:
Payments of common stock dividends (4) (6) (4)
Change in short-term borrowings (18) (27) (33)
------ ------ ------
Net cash used for financing activities of continuing operations (22) (33) (37)
------ ------ ------
CASH PROVIDED BY DISCONTINUED OPERATIONS - - 19
------ ------ ------
NET INCREASE IN CASH AND CASH EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 2 3 5
------ ------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD (pound) 2 $ 3 (pound) 5
====== ====== ======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (pound) 10 $ 15 (pound) 15
Income taxes (pound) - $ - (pound) -
The accompanying notes form an integral part of these condensed consolidated statements.
</TABLE>
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<TABLE>
<CAPTION>
SOUTHERN INVESTMENTS UK plc and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in Millions)
ASSETS
At June 30, 2000 At March
---------------- --------
(Unaudited) 31, 2000
----------- --------
(Note A)
<S> <C> <C> <C>
PROPERTY, PLANT, AND EQUIPMENT (pound) 1,485 $ 2,247 (pound) 1,467
Less accumulated depreciation 212 321 202
------ ------- ------
Total 1,273 1,926 1,265
------ ------- ------
OTHER ASSETS:
Investments 16 24 16
Prepaid pension cost 149 225 145
Goodwill, net of accumulated amortization of(pound)21 ($32) at
June 30, 2000 and(pound)20 at March 31, 2000 162 246 163
Loans to affiliated company 351 531 351
Premium in respect of loans to affiliated company and related
hedges, net of accumulated amortization of(pound)14 ($21) at June 30,
2000 and(pound)12 at March 31, 2000 28 42 30
------ ------- ------
Total 706 1,068 705
------ ------- ------
CURRENT ASSETS:
Cash and cash equivalents 2 3 2
Investments 11 17 13
Receivables:
Customer accounts, less provision for uncollectables of(pound)3 ($5) at
June 30, 2000 and(pound)2 at March 31, 2000 36 54 50
Other 21 32 14
Materials and supplies 2 3 2
Prepayments 10 15 6
------ ------- ------
Total 82 124 87
------ ------- ------
TOTAL ASSETS (pound) 2,061 $ 3,118 (pound) 2,057
====== ======= ======
The accompanying notes are an integral part of these condensed consolidated balance sheets.
</TABLE>
4
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<TABLE>
<CAPTION>
SOUTHERN INVESTMENTS UK plc and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in Millions)
STOCKHOLDER'S EQUITY AND LIABILITIES
At June 30, 2000 At March
---------------- --------
(Unaudited) 31, 2000
----------- --------
(Note A)
STOCKHOLDER'S EQUITY:
<S> <C> <C> <C>
Common stock, par value(pound)1 per share, 902,128,735 shares
authorized, issued and outstanding (pound) 902 $ 1,365 (pound) 902
Retained deficit (Note D) (113) (171) (123)
------ ------- ------
Total 789 1,194 779
------ ------- ------
COMPANY OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES OF SOUTHERN INVESTMENTS
UK CAPITAL TRUST I HOLDING COMPANY JUNIOR
SUBORDINATED DEBENTURES 50 76 50
COMMITMENTS AND CONTINGENT MATTERS (NOTES E
AND G)
NON-CURRENT LIABILITIES:
Long-term debt 301 455 301
Accumulated deferred income taxes 418 632 417
Miscellaneous 16 24 16
------ ------- ------
Total 735 1,111 734
------ ------- ------
CURRENT LIABILITIES:
Notes payable to banks 293 443 311
Notes payable to affiliated company 26 39 26
Other notes payable 5 8 5
Accounts payable 7 11 4
Accrued income taxes 49 74 44
Interest accrued 11 17 8
Miscellaneous 96 145 96
------ ------- ------
Total 487 737 494
------ ------- ------
TOTAL STOCKHOLDER'S EQUITY AND LIABILITIES (pound) 2,061 $ 3,118 (pound) 2,057
======= ======= ======
The accompanying notes are an integral part of these condensed consolidated balance sheets.
</TABLE>
5
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SOUTHERN INVESTMENTS UK plc and SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
(A) Solely for the convenience of the reader, certain pounds sterling amounts
included in the condensed consolidated financial statements have been
translated into US dollars at the exchange rate of $1.5130 = (pound)1.00,
the noon buying rate in New York City for cable transfers in pounds
sterling as certified for customs purposes by the Federal Reserve Bank of
New York on June 30, 2000.
(B) The condensed consolidated financial statements included herein have
been prepared pursuant to the rules and regulations of the SEC and in
conformity with accounting principles generally accepted in the United
States. In the opinion of the Company's management, the information
furnished herein reflects all adjustments necessary to present fairly
the results of the three-month periods ended June 30, 2000 and 1999.
All such adjustments are of a normal recurring nature. The Company's
fiscal year-end is March 31. Certain information and footnote
disclosures normally included in consolidated financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that
these condensed consolidated financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Company's latest annual report on Form 10-K.
The condensed consolidated financial statements included herein have been
reviewed by the Company's independent public accountants as set forth in
their report included herein as Exhibit 15.
(C) The Company's principal operating subsidiary is South Western Electricity
plc, which trades as Western Power Distribution ("WPD"). WPD's principal
activity is electricity distribution, which involves the transfer of
electricity from the national transmission system to end user's premises.
Discontinued operations refers to the electricity supply business (known
as "SWEB") and related activities which were sold effective September 30,
1999.
(D) The Company shows a retained earnings deficit primarily due to dividends
in the amount of (pound)191 million being declared and paid by the
Company during the fiscal year 1996 as proceeds from the sale of WPD's
shares in The National Grid Group plc provided cash in addition to that
provided from operations. In addition, the first budget of the Labour
government included a "one-off windfall levy on the excess profits of the
privatized utilities"; WPDs's liability was assessed at (pound)90 million
during fiscal year 1998.
(E) The Company engages in price risk management activities. Reference is
made to MANAGEMENT'S DISCUSSION AND ANALYSIS - "Derivative Financial
Instruments" and Note 7 to the financial statements of the Company in
Item 8 of Form 10-K for a discussion of these activities. Activities for
non-trading purposes consist of transactions employed to mitigate the
Company's risk related to interest rates and foreign currency exchange
rate fluctuations. At June 30, 2000, the status of outstanding
non-trading related derivative contracts was as follows:
(i) Interest rate swaps expiring between 2001 and 2012 with notional
amounts totaling (pound)600 million, resulted in an unrealized loss of
(pound)28 million.
(ii) Currency swaps expiring between 2001 and 2007 with notional amounts
totaling (pound)350 million, resulted in an unrealized gain of (pound)17
million.
The above excludes swap agreements between the Company and an
affiliated company,WPD Holdings UK.
6
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<TABLE>
<CAPTION>
SOUTHERN INVESTMENTS UK plc and SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(F) Financial data for business segments for the periods covered in the Form
10-Q are as follows:
Distribution Other Eliminations Consolidated
------------ ----- ------------ ------------
(in millions)
Three Months Ended June 30, 2000:
---------------------------------
<S> <C> <C> <C> <C>
Operating revenues (pound) 51 (pound) 4 (pound) (1) (pound) 54
Segment operating income 24 2 - 26
Total assets at June 30, 2000 (pound) 1,591 (pound) 470 (pound) - (pound) 2,061
Three Months Ended June 30, 1999:
--------------------------------
Operating revenues (pound) 53 (pound) 13 (pound) (7) (pound) 59
Segment operating income 20 7 - 27
Total assets at March 31, 2000 (pound) 1,592 (pound) 465 (pound) - (pound) 2,057
</TABLE>
The "Other" category includes ancillary business activities that
generally support WPD's distribution business, including electricity
generation for standby purposes, property and telecommunications, as well
as corporate items and assets not allocated to specific segments.
Interest and taxes are wholly allocated to "Other" and are
disclosed in the Condensed Consolidated Statements of Income. The values
above exclude discontinued operations.
(G) The Company and WPD are routinely party to legal proceedings arising in
the ordinary course of business which are not material, either
individually or in aggregate. Neither the Company nor WPD is a party to
any material legal proceedings nor are they currently aware of any
threatened material legal proceedings.
Reference is made to Note 2 to the financial statements of the Company in
Item 8 of the Form 10-K for information regarding complaints made by
members of the Electricity Supply Pension Scheme ("ESPS") relating to the
use by another employer, The National Grid Company plc ("NGC"), of ESPS
surplus to offset that employer's costs of providing early pensions on
redundancies and certain other items. NGC, together with National Power
PLC, have now initiated appeals in the House of Lords. NGC and National
Power PLC have executed deeds of amendment which purport to cancel their
accrued contribution obligations arising from the Court of Appeal's
judgment. The House of Lords is unlikely to rule whether such amendments
are effective before December 2000. WPD is considering whether to execute
similar amendments. Based on the Company's assessment of the current
legal position, it anticipates that a payment into the ESPS of (pound)24
million will ultimately be required. Under Financial Accounting Standards
Board ("FASB") Statement No. 87 "Employers' Accounting for Pensions",
there will be no immediate impact to Net Income.
(H) The condensed consolidated financial statements included herein have not
been prepared in accordance with the policies of FASB Statement No. 71
"Accounting for the Effects of Certain Types of Regulation". This
pronouncement, under which most US electric utilities report financial
statements, applies to entities which are subject to cost-based rate
regulation. By contrast, WPD is not subject to rate regulation, but
rather, is subject to price cap regulation and therefore the provisions
of FASB Statement No. 71 do not apply. Financial statements presented in
accordance with FASB Statement No. 71 often contain certain deferred
items which have not been included in rates charged to customers in
compliance with the respective regulatory authority rulings, but which
would have been included in the income statement of enterprises in
general under US GAAP. The accompanying consolidated financial statements
of the Company do not contain such deferrals.
7
<PAGE>
SOUTHERN INVESTMENTS UK plc and SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FIRST QUARTER OF FISCAL YEAR 2001 vs. FIRST QUARTER OF FISCAL YEAR 2000
RESULTS OF OPERATIONS
Earnings
The Company's net income from continuing operations was (pound)14 million
for the first quarter of both fiscal years 2000 and 2001.
Significant income statement items from continuing operations appropriate
for discussion include the following:
Increase (Decrease)
----------------------
First Quarter
(in millions) %
Operating revenues................................... (pound) (5) (8)
Depreciation and amortization........................ (2) (15)
Selling, general, and administrative expenses........ (5) (63)
Operating revenues. Within operating revenues, the distribution business segment
decreased by (pound)2 million for the quarter when compared to the same period
of fiscal year 2000. This was principally due to reduced distribution tariffs
effective April 1, 2000 as determined by the Regulator in his recent price
review finalized in December 1999. Revenues from ancillary businesses (net of
eliminations) for the first quarter of fiscal year 2001 decreased by (pound)3
million compared to the same period of fiscal year 2000 reflecting lower
activity in the energy purchasing business following the sale of the electricity
supply business effective September 30, 1999.
Depreciation and amortization. The first quarter decrease is mainly attributed
to a reduction in depreciation expense subsequent to the write down of assets in
fiscal year 2000.
Selling, general, and administrative expenses. The first quarter decrease is
primarily attributed to cost reductions associated with restructuring after the
sale of the electricity supply business, and staff reductions.
8
<PAGE>
SOUTHERN INVESTMENTS UK plc and SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Future Earnings Potential
The results of operations discussed above are not necessarily indicative
of future earnings potential. The level of future earnings depends on numerous
factors including the impact of current and future regulation.
On Friday, August 11, 2000, WPD Limited, an associate of the Company,
submitted an offer of 365 pence per share for the entire ordinary share capital
of Hyder plc, which owns and runs the electricity network in South Wales and the
water distribution and waste water treatment business for all of Wales. This
represents a total purchase price of (pound) 559 million. Friday was the last
day for submission of revised offers, no other revised offers were submitted,
and WPD Limited was informed by the Takeover Panel in the United Kingdom that it
was the higher bidder. WPD Limited's increased bid has not yet been formally
announced pending the outcome of an appeal by the other party competing to
acquire Hyder against a ruling of the Panel Executive allowing the WPD Limited
bid to proceed. If WPD Limited's bid is successful, it is intended that WPD will
become involved in the management of the electricity network in South Wales.
WPD's distribution business constitutes an effective regional monopoly
and is subject to control on the prices it can charge and the quality of supply
it must provide.
Distribution revenues are subject to price cap regulation. The Regulator
applies a price control formula ("DPCF"), P + RPI - X, where P is the price
level at the beginning of each new regulatory period, RPI is the change in the
Retail Price Index and X is an adjustment factor determined by the Regulator.
The DPCF is usually set for a five-year period, subject to more frequent
adjustments as determined necessary by the Regulator. At each review, the
Regulator can require a one-time price adjustment.
Distribution businesses must also meet the Guaranteed and Overall
Standards of Performance, which are set by the Regulator to ensure an
appropriate level of quality of supply. If a company fails to provide the level
of service specified, it must make a fixed payment to the end user affected.
As part of the most recent price control review, effective April 1, 2000,
the Regulator recognized that further analysis was required to address some of
the weaknesses associated with the existing framework of price regulation. This
included a commitment to an ongoing program of work - the Information and
Incentives Project. A major objective of the Project is to strengthen the
financial incentives on distribution businesses with regard to the quality of
service that they deliver. Although the Guaranteed and Overall Standards of
Performance impose penalty payments for not meeting specific targets, there is
no explicit mechanism whereby distribution businesses are financially rewarded
for improved quality of supply. The Regulator intends to introduce additional
incentive mechanisms relating to quality of supply from April 2002. The
financial impact of any additional mechanisms would be limited to +/-2% of price
control revenue during the price control period from April 2002 until the end of
March 2005.
On July 28, 2000, the Utilities Bill received Royal Assent. This provides
the Regulator with powers to impose penalties on license holders, subject to a
cap of 10% of turnover, in circumstances where they are in breach of license
conditions and certain other requirements including requirements relating to
specific standards of performance. It also provides for supply and distribution
companies to be held in separate subsidiaries and new supply and distribution
licenses.
9
<PAGE>
SOUTHERN INVESTMENTS UK plc and SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Effective April 1, 2000, responsibility for obtaining meter readings and
the data processing and data aggregation functions was transferred from
distribution to supply businesses, with the aim of facilitating effective
competition in metering activities. Suppliers, on behalf of customers, can
contract these services from any company holding an appropriate license, of
which WPD is one. Distribution businesses will only be obliged to provide, on a
non discriminatory basis, existing meter assets and maintain those assets, where
requested by the supplier, and will continue to provide maintained metering
equipment within its Authorized Area until the supplier or customer introduces
alternative arrangements.
The Company continues to analyze the effects of adoption of the rules
promulgated by FASB Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities" and Statement No. 138 "Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an amendment of FASB Statement No.
133". Together these statements establish accounting and reporting standards for
derivative instruments. The provisions of the two Statements are mandatory for
fiscal years beginning after June 15, 2000. Management is currently assessing
the financial statement impact; however, such impact is not determinable at this
time. Adoption of Statements No. 133 and 138 could increase volatility of
earnings and other comprehensive income, but will have no impact on cash flow
during any future period.
In January 1999, eleven European Union countries formed an economic and
monetary union and started using a single currency - the Euro. The UK did not
join at this time, but the UK government has indicated that it might in the
future. WPD has assessed changes that would be required if the Euro is
introduced to the UK. The cost of conversion to Euro compatible systems could
have a significant impact on future earnings.
Reference is made to Note (G) in the "Notes to the Condensed Financial
Statements" herein for discussion of various contingencies and other matters
which may affect future earnings potential. Reference is also made to Part II -
Item 1 - "Legal Proceedings" herein.
FINANCIAL CONDITION
Overview
The major change in the Company's financial condition during the three
months to June 30, 2000 was the expenditure by WPD of approximately (pound)19
million in property, plant, and equipment, largely in respect of the
distribution network. The funds required for such additions were derived
primarily from operations. It is expected that WPD's capital requirements in the
foreseeable future for its investment in property, plant, and equipment will be
generated from operating activities.
Demand for electricity in Great Britain, in general, and in WPD's
Authorized Area, in particular, is seasonal, with demand being higher in the
winter months and lower in the summer months. WPD balances the effect of this
and other cyclical influences on its working capital needs with drawings under
its available credit facilities.
10
<PAGE>
SOUTHERN INVESTMENTS UK plc and SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The Company holds the entire share capital of WPD. The Company is
primarily dependent upon dividends from WPD for its cash flow. WPD can make
distribution of dividends to the Company under English law to the extent that it
has distributable reserves, subject to the retention of sufficient financial
resources to conduct its distribution business as required by its regulatory
license. The Company believes that currently sufficient distributable reserves
will continue to exist at WPD to allow for reasonable and necessary dividends
from WPD, through operations, to be distributed to the Company. In the UK, the
Accounting Standards Board is currently reviewing the treatment of deferred
income tax accounting. If full provision for deferred tax were required, WPD's
distributable reserves could be eliminated. In addition, the directors of a REC
must certify to the Regulator that it is reasonably foreseeable that the REC
will not breach any of its license conditions if it declares a dividend. WPD has
no reason to believe that a breach of its license would flow from declaring a
reasonable dividend.
Financing Activities
The Company has a US commercial paper program, which is fully supported
by a swingline and revolving credit facility provided by a syndicate of banks,
under which the maximum available is $520 million. At June 30, 2000 the amount
unutilized under these facilities was (pound)96 million. WPD enters into foreign
currency contracts to hedge the currency risk associated with the interest and
principal of each utilization under this program.
WPD actively manages its short-term debt, which includes a number of bank
lines of credit in addition to the commercial paper program. At June 30, 2000
the Company and WPD together had short-term debt of (pound)324 million ($490
million) outstanding ($377 million from a swingline and revolving credit
facility, and $113 million in other short-term loans).
To meet short-term cash needs and contingencies, the Company and WPD
together had at June 30, 2000 approximately (pound)2 million of cash and
(pound)90 million of unutilized committed lines of credit with banks. Also
available was (pound)96 million of the swingline and revolving credit facility
mentioned above.
Excluding swap agreements between the Company and Holdings UK, at June
30, 2000, the Company and WPD have sterling interest rate swaps expiring between
2001 and 2012, with notional amounts totaling (pound)600 million, and have cross
currency swaps expiring between 2001 and 2007, with notional amounts totaling
(pound)350 million.
11
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
(1) Reference is made to the Notes to the Consolidated Financial Statements
herein for information regarding certain legal and administrative
proceedings in which the Company is involved.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
--------
Exhibit 15 - Report of Independent Public Accountants
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K.
--------------------
No report on Form 8-K was filed by the Company during the quarter for
which this report is being filed.
12
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHERN INVESTMENTS UK plc
/s/R. A. Symons
By R. A. Symons
Director
/s/ D. C. S. Oosthuizen
By D. C. S. Oosthuizen
Director, Chief Financial and Accounting Officer
Date: August 14, 2000
13
