File No. 70-8885
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________________________
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
P. O. Box 660164
Dallas, Texas 75202
CSW ENERGY, INC.
1616 Woodall Rodgers Freeway
P. O. Box 660789
Dallas, Texas 75202
CSW INTERNATIONAL, Inc.
1616 Woodall Rodgers Freeway
P. O. Box 660789
Dallas, Texas 75202
(Names of companies filing this statement and
addresses of principal executive offices)
____________________________________________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
____________________________________________________________
Wendy G. Hargus
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P. O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Energy, Inc.
1616 Woodall Rodgers Freeway
P. O. Box 660789
Dallas, Texas 75202
<PAGE>
Terry D. Dennis
President
CSW International, Inc.
1616 Woodall Rodgers Freeway
P. O. Box 660789
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005-1413
(Names and addresses of agents for service)
____________________________________________________________
Respectfully request that copies be sent to:
Edwin F. Feo
Milbank, Tweed, Hadley & McCloy
601 South Figueroa Street
30th Floor
Los Angeles, California 90017
<PAGE>
Central and South West Corporation, a Delaware corporation
(CSW) and a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the Act), CSW Energy,
Inc., a Texas corporation and wholly-owned nonutility subsidiary
of CSW (Energy), and CSW International, Inc., a Delaware
corporation and wholly-owned nonutility subsidiary of CSW
(CSWI), hereby file this Amendment No. 2 to Form U-1
Application-Declaration (the Application-Declaration) in this
File No. 70-8885 for the purpose of amending Item 6 thereto. In
all other respects, the Application-Declaration as previously
filed will remain the same.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following
exhibits:
Exhibit 3 - Preliminary Opinion of Milbank, Tweed,
Hadley & McCloy, counsel for CSW,
Energy and CSWI.
Exhibit 5 - Financial Statements per book and pro
forma as of June 30, 1996 of CSW and
Subsidiaries (consolidated), CSW,
Energy and CSWI.
<PAGE>
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 16, 1996
CENTRAL AND SOUTH WEST CORPORATION
By:/s/WENDY G. HARGUS
Wendy G. Hargus
Treasurer
<PAGE>
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 16, 1996
CSW ENERGY, INC.
By:/s/TERRY D. DENNIS
Terry D. Dennis
President and Chief Executive
Officer
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 16, 1996
CSW INTERNATIONAL, INC.
By:/s/TERRY D. DENNIS
Terry D. Dennis
President and Chief Executive
Officer
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT Method
3 Preliminary Opinion of Milbank, Electronic
Tweed, Hadley & McCloy, counsel
for CSW, Energy and CSWI.
5 Financial Statements per book and Electronic
pro forma as of June 30, 1996 of
CSW and Subsidiaries (consolidated),
CSW, Energy and CSWI.
<PAGE>
EXHIBIT 3
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
August __, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation, et al.
Form U-1 Application-Declaration
Gentlemen/Ladies:
We refer to the Form U-1 Application-Declaration (File
No. 70-8885), as amended by Amendment No. 1 to the Application-
Declaration (the "Application-Declaration"), under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), filed
by Central and South West Corporation, a Delaware corporation and
a registered holding company ("CSW"), CSW Energy, Inc., a Texas
corporation and a wholly-owned nonutility subsidiary of CSW
("Energy"), and CSW International, Inc., a Delaware corporation
and a wholly-owned nonutility subsidiary of CSW ("CSWI"). The
Application-Declaration relates to the proposed authority of CSWI
from time to time to issue guarantees in connection with the
issuance by Energy of certain debt securities (the "Securities")
related to their program for the development of sources of energy
and capacity from qualifying cogeneration facilities and
qualifying small power production facilities (as defined under the
Public Utility Regulatory Policies Act of 1978 and the rules and
regulations thereunder), exempt wholesale generators (as defined
under Section 32(a) of the Act), foreign utility companies (as
defined under Section 33(a) of the Act) and independent power
facilities. In connection with the Application-Declaration, we
have acted as counsel for CSW, Energy and CSWI and, as such
counsel, we are familiar with the corporate proceedings taken and
to be taken by CSW, Energy and CSWI related to the proposed
issuance by CSWI of guarantees as described in the Application-
Declaration. Terms used herein and not defined herein will have
the respective meanings assigned thereto in the Application-
Declaration.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of CSW, Energy and CSWI,
certificates of public officials, certificates of officers and
representatives of CSW, Energy and CSWI, and other documents as we
have deemed it necessary to require as a basis for the opinions
hereinafter expressed. In such examination we have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies. As to
various questions of fact material to such opinions we have, when
relevant facts were not independently established, relied upon
certificates by officers of CSW, Energy and CSWI and other
appropriate persons and statements contained in the Application-
Declaration.
For the purposes of the opinions expressed below, we
have also assumed (except, to the extent set forth in our opinions
below, as to CSW, Energy and CSWI) that all of the documents
referred to in this opinion letter have been duly authorized,
executed and delivered by, and constitute valid, binding and
enforceable obligations of, all of the parties to such documents,
that all signatories to such documents have been duly authorized,
that all such parties are duly organized and validly existing and
have the power and authority (corporate, partnership or other) to
execute, deliver and perform such documents, that such
authorization, execution and delivery by each such party did not,
and such performance will not, breach or constitute a violation of
any law of any jurisdiction, and that the parties to such
documents have not amended or otherwise modified (orally, by
writing or by course of conduct) such documents except by such
amendments as have been presented to us.
Based upon and subject to the foregoing and subject
also to the comments and qualifications set forth below, and
having regard to legal considerations which we deem relevant, we
are of the opinion that, in the event that the proposed authority
is granted in accordance with the Application-Declaration, as it
may be amended, and subject to the assumptions and conditions set
forth below:
1. Each of CSW and CSWI is validly organized and
duly existing under the laws of the State of Delaware.
2. Energy is validly organized and duly existing
under the laws of the State of Texas.
3. The consummation of the proposed transactions
as described in the Application-Declaration will not violate
the legal rights of the holders of any securities issued by
each of CSW, Energy and CSWI or any associate company of each
of CSW, Energy and CSWI.
The opinions expressed above in respect of the
transactions described in the Application-Declaration are subject
to the following assumptions or conditions:
a. The transactions will have been duly
authorized and approved to the extent required by state law
by the Boards of Directors of CSW, Energy and CSWI.
b. The transactions may be subject to final
rules or regulations of the Securities and Exchange
Commission regarding the scope or interpretation of Sections
32 and 33 of the Act.
c. The Securities and Exchange Commission will
have duly entered an appropriate order or orders granting and
permitting the Application-Declaration to become effective
with respect to the authority described therein.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
Milbank, Tweed, Hadley & McCloy
[EFF/JMH]
<PAGE>
INDEX EXHIBIT 5
TO
FINANCIAL STATEMENTS Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of June 30, 1996 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
June 30, 1996 4
Consolidated Statement of Retained Earnings for the Twelve Months
Ended June 30, 1996 5
Statements of Long-Term Debt Outstanding as of June 30, 1996 6 - 9
Statements of Preferred Stock Outstanding as of June 30, 1996 10
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of June 30, 1996 11
Statement of Income for the Twelve Months Ended June 30, 1996 12
CSW ENERGY
Balance Sheets - Per Books and Pro Forma as of June 30, 1996 13
Statement of Income for the Twelve Months Ended June 30, 1996 14
Statement of Retained Earnings for the Twelve Months Ended
June 30, 1996 15
CSW INTERNATIONAL
Balance Sheets - Per Books and Pro Forma as of June 30, 1996 16
Statement of Income for the Twelve Months Ended June 30, 1996 17
Statement of Retained Earnings for the Twelve Months Ended
June 30, 1996 18
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 19
STATEMENT OF CHANGES 20
CAPITALIZATION RATIOS - Per books and Pro forma 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 22
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1996
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- -------- --------
ASSETS
PLANT
Electric utility
Production $5,814 $5,814
Transmission 1,513 1,513
Distribution 3,968 3,968
General 1,314 1,314
Construction work in progress 192 192
Nuclear fuel 173 173
Other Diversified 30 30
-------- -------- --------
13,004 13,004
Less - Accumulated depreciation 4,731 4,731
-------- -------- --------
8,273 8,273
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments 353 353
Accounts receivable 1,173 1,173
Materials and supplies, at average cost 174 174
Electric fuel inventory, substantially at
average cost 129 129
Prepayments and other 115 115
-------- -------- --------
1,944 1,944
-------- -------- --------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 509 509
Mirror CWIP asset - net 306 306
Other non-utility investments 316 500 816
Income tax related regulatory assets, net 241 241
Goodwill 1,373 1,373
Other 369 369
-------- -------- --------
3,114 500 3,614
-------- -------- --------
$13,331 $500 $13,831
======== ======== ========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1996
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- -------- --------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding 209,900,000
shares $735 $735
Paid-in capital 985 985
Retained earnings 1,897 1,897
Foreign currency translation adjustment (9) (9)
-------- -------- --------
Total Common Stock Equity 3,608 0 3,608
-------- -------- --------
Preferred stock
Not subject to mandatory redemption 293 293
Subject to mandatory redemption 32 32
Long-term debt 4,293 500 4,793
-------- -------- --------
Total Capitalization 8,226 500 8,726
-------- -------- --------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 5 5
Short-term debt 503 503
Short-term debt - CSW Credit 764 764
Loan Notes 96 96
Accounts payable 453 453
Accrued taxes 323 323
Accrued interest 66 66
Other 176 176
-------- -------- --------
2,386 2,386
-------- -------- --------
DEFERRED CREDITS
Income taxes 2,222 2,222
Investment tax credits 298 298
Other 199 199
-------- -------- --------
2,719 2,719
-------- -------- --------
$13,331 $500 $13,831
======== ======== ========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
UNAUDITED
(Millions)
OPERATING REVENUES $4,317
--------
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,131
United Kingdom cost of Sales 845
Other operating 647
Maintenance 156
Depreciation and amortization 418
Taxes, other than income 174
Income taxes 213
--------
3,584
--------
OPERATING INCOME 733
--------
OTHER INCOME AND DEDUCTIONS (35)
--------
(35)
INCOME BEFORE INTEREST CHARGES 698
--------
INTEREST CHARGES
Interest on long-term debt 326
Interest on short-term debt and other 54
--------
380
--------
INCOME FROM CONTINUING OPERATIONS 318
--------
DISCONTINUED OPERATIONS
Income from discontinued operations, net of tax 28
Gain on sale of discontinued operations, net of 112
--------
140
--------
NET INCOME 458
Preferred stock dividends 18
--------
NET INCOME FOR COMMON STOCK $440
========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
UNAUDITED
(Millions)
RETAINED EARNINGS AT JUNE 30, 1995 $1,801
Add: Net income for common stock 440
--------
2,241
Deduct: Common stock dividends 339
True-up of proir period liability 5
--------
RETAINED EARNINGS AT JUNE 30, 1996 $1,897
========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF JUNE 30, 1996
UNAUDITED
(Millions)
CENTRAL POWER AND LIGHT COMPANY
First mortgage bonds -
Series J, 6-5/8%, due January 1, 1998 $28
Series L, 7%, due February 1, 2001 36
Series T, 7-1/2%, due December 15, 2014 112
Series AA, 7-1/2%, due March 1, 2020 50
Series BB, 6%, due October 1, 1997 200
Series CC, 7-1/4%, due October 1, 2004 100
Series DD, 7-1/8%, due December 1, 1999 25
Series EE, 7-1/2%, due December 1, 2002 115
Series FF, 6-7/8%, due February 1, 2003 50
Series GG, 7-1/8%, due February 1, 2008 75
Series HH, 6%, due April 1, 2000 100
Series II, 7-1/2%, due April 1, 2023 100
Series JJ, 7-1/2%, due May 1, 1999 100
Series KK, 6-5/8%, due July 1, 2005 200
Installment sales agreements -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 6
Series 1986, 7-7/8%, due December 1, 2016 60
Series 1993, 6%, due July 1, 2028 120
Series 1995, 6-1/10%, due July 1, 2028 101
Series 1995, variable, due November 1, 2015 41
Unamortized discount (6)
Unamortized costs of reacquired debt (92)
--------
$1,521
--------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 30, 1996
UNAUDITED
(Millions)
PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
Series K, 7-1/4%, due January 1, 1999 $25
Series L, 7-3/8%, due March 1, 2002 30
Series S, 7-1/4%, due July 1, 2003 65
Series T, 7-3/8%, due December 1, 2004 50
Series U, 6-1/4%, due April 1, 2003 35
Series V, 7-3/8%, due April 1, 2023 100
Series W, 6-1/2%, due June 1, 2005 50
Long-term note
Series A-1, 5.89%, due December 15, 2000 10
Series A-2, 5.91%, due March 1, 2001 6
Series A-3, 6.02%, due March 1, 2001 5
Series A-4, 6.02%, due March 1, 2001 9
Series A-5, 6.43%, due March 30, 2000 10
Installment sales agreements -
Pollution control bonds
Series A, 5.9%, due December 1, 2007 35
Series 1984 7-7/8, due September 15, 2014 12 *
Unamortized discount (4)
Unamortized costs of reacquired debt (18)
--------
* Rounded down from 12,660,000 $420
--------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 30, 1996
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series V, 7-3/4%, due June 1, 2004 $40
Series W, 6-1/8%, due September 1, 1999 40
Series X, 7%, due September 1, 2007 90
Series Y, 6-5/8%, due February 1, 2003 55
Series Z, 7-1/4%, due July 1, 2023 45
Series AA, 5-1/4%, due April 1, 2000 45
Series BB, 6-7/8%, due October 1, 2025 80
1976 Series A, 6.2%, due November 1, 2006 7
1976 Series B, 6.2%, due November 1, 2006 1
Installment sales agreements -
Pollution control bonds
1978 Series A, 6%, due January 1, 2008 14
Series 1986, 8.2%, due July 1, 2014 82
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 2000 50
Railcar lease obligations 12
Unamortized costs of reacquired debt (41)
Amount to be redeemed within one year (4)
--------
$599
--------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
Series P, 7-3/4%, due July 1, 2007 25
Series Q, 6-7/8%, due October 1, 2002 35
Series R, 7%, due October 1, 2004 40
Series S, 6-1/8%, due February 1, 2004 40
Series T, 7-1/2%, due April 1, 2000 40
Series U, 6-3/8%, due October 1, 2005 80
Installment sales agreement -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 44
Unamortized discount and premium (1)
Unamortized costs of reacquired debt (28)
--------
$275
--------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 30, 1996
UNAUDITED
(millions)
SEEBOARD plc
Long-term debt facility, floating rate, due 2001 $1,263
Eurobond, 8-1/2%, due October 3, 2005 156
Unamortized discount and premium (1)
--------
$1,418
--------
CENTRAL AND SOUTH WEST SERVICES, INC.
Term loan facility, Variable rate, due
December 1, 2001 60
--------
$60
--------
TOTAL CONSOLIDATED $4,293
========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF JUNE 30, 1996
UNAUDITED
(Millions)
NOT SUBJECT TO MANDATORY REDEMPTION
CENTRAL POWER AND LIGHT COMPANY
4.00% Series, 100,000 shares $10
4.20% Series, 75,000 shares 7
7.12% Series, 260,000 shares 26
8.72% Series, 500,000 shares 50
Auction Money Market, 750,000 shares 75
Auction Series A, 425,000 shares 42
Auction Series B, 425,000 shares 43
Issuance expense (3)
--------
$250
--------
PUBLIC SERVICE COMPANY OF OKLAHOMA
4.00% Series, 97,900 shares $10
4.24% Series, 100,000 shares 10
--------
$20
--------
SOUTHWESTERN ELECTRIC POWER COMPANY
5.00% Series, 75,000 shares $8
4.65% Series, 25,000 shares 2
4.28% Series, 60,000 shares 6
--------
$16
--------
WEST TEXAS UTILITIES COMPANY
4.40% Series, 60,000 shares 6
--------
Total Consolidated $292
========
SUBJECT TO MANDATORY REDEMPTION
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 340,000 shares $34
Amount to be redeemed within one year (2)
--------
Total Consolidated $32
========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1996
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- -------- --------
ASSETS
Electric Utility
General $4 $4
Less - Accumulated depreciation (1) (1)
-------- -------- --------
NET PLANT 3 3
-------- -------- --------
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY COMPANIES (at equity) 3,846 3,846
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments 26 26
Advances to affiliates 297 297
Accounts receivable - Affiliated 137 137
Prepayments and other 9 9
-------- -------- --------
469 469
-------- -------- --------
DEFERRED CHARGES AND OTHER ASSETS 62 62
-------- -------- --------
$4,380 $4,380
======== ======== ========
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value;
authorized 350,000,000 shares;
issued and outstanding 192,900,000 shares $735 $735
Paid-in capital 985 985
Retained earnings 1,897 1,897
-------- -------- --------
Total Common Stock Equity 3,617 3,617
-------- -------- --------
Long-term debt 0 0
-------- -------- --------
Total Capitalization 3,617 3,617
-------- -------- --------
CURRENT LIABILITIES
Short-term debt 504 504
Accounts payable and other 225 225
-------- -------- --------
729 729
-------- -------- --------
DEFERRED CREDITS 34 34
-------- -------- --------
$4,380 $4,380
======== ======== ========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $152
Public Service Company of Oklahoma 40
Southwestern Electric Power Company 81
West Texas Utilities Company 23
SEEBOARD plc 51
Transok, Inc. 28
CSW Credit, Inc. 8
CSW Energy, Inc. (9)
CSW Leasing, Inc. 1
CSW International, Inc. (5)
CSW Communications, Inc. (2)
Enershop Inc. (1)
Central and South West Services, Inc. 0
Other Income 54
--------
$421
--------
EXPENSES AND TAXES
General and administrative expenses 39
Interest expense 65
Federal income taxes (11)
--------
93
--------
DISCONTINUED OPERATIONS
Gain on sale of discontinued operations, net of tax 112
--------
NET INCOME $440
========
<PAGE>
CSW ENERGY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1996
UNAUDITED
(Thousands)
Per Pro Forma Pro
Books Adjustments Forma
-------- -------- --------
ASSETS
Current Assets
Accounts Receivable $1,882 $1,882
Other Current Assets 14 14
-------- -------- --------
1,896 1,896
-------- -------- --------
Other Assets
Equity Investments 203,833 $250,000 453,833
Notes Receivable 10,384 250,000 260,384
Deferred Charges and Other (9,773) (9,773)
-------- -------- --------
204,444 500,000 704,444
-------- -------- --------
TOTAL $206,340 $500,000 $706,340
======== ======== ========
LIABILITIES AND EQUITY
Current Liabilities
Accounts Payable and Other $36,862 $36,862
Borrowings from CSW Corp. 68,043 68,043
-------- -------- --------
104,905 104,905
-------- -------- --------
Deferred Credits
Other Liabilities 5,304 $500,000 505,304
Accumulated Deferred Income Taxes 33,639 33,639
-------- -------- --------
38,943 500,000 538,943
-------- -------- --------
Stockholder's Equity
Common Stock 1 1
Paid-In Capital 70,728 70,728
Retained Earnings (8,237) (8,237)
-------- -------- --------
62,492 62,492
-------- -------- --------
TOTAL $206,340 $500,000 $706,340
======== ======== ========
<PAGE>
CSW ENERGY
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
UNAUDITED
(Thousands)
Income:
Income from Equity Investments $14,702
Interest Income 6,910
Miscellaneous Income 4,021
--------
25,633
--------
Expenses:
Depreciation and Amortization 2,466
Outside Services 3,929
Interest Expense 10,198
General and Administrative Expense,net 23,557
--------
40,150
--------
Net Loss Before Tax ($14,517)
--------
Credit for Income Taxes (5,635)
--------
Net Loss ($8,882)
========
<PAGE>
CSW ENERGY
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
UNAUDITED
(Thousands)
RETAINED EARNINGS AT JUNE 30, 1995 $645
Add: Net income (loss) for common stock (8,882)
--------
(8,237)
Deduct: Common stock dividends 0
--------
RETAINED EARNINGS AT JUNE 30, 1996 ($8,237)
========
<PAGE>
CSW INTERNATIONAL
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1996
UNAUDITED
(Thousands)
Per Pro Forma Pro
Books Adjustments Forma
-------- -------- --------
ASSETS
Fixed Assets, net $948,678 $948,678
Current Assets
Cash 317,729 317,729
Marketable Securities 11,994 11,994
Accounts Receivable 269,242 269,242
Other Current Assets 20,696 20,696
-------- -------- --------
619,661 619,661
-------- -------- --------
Other Assets
Equity Investments 22,829 $250,000 272,829
Goodwill 1,373,470 1,373,470
Deferred Charges and Other 69,774 69,774
-------- -------- --------
1,466,073 250,000 1,716,073
-------- -------- --------
TOTAL $3,034,412 $250,000 $3,284,412
======== ======== ========
LIABILITIES AND EQUITY
Capitalization
Common Stock 1 1
Paid-In Capital 829,000 829,000
Cumulative Translation Adjustment (8,621) (8,621)
Retained Earnings 43,785 43,785
Long Term Debt 1,417,084 250,000 1,667,084
-------- -------- --------
2,281,249 250,000 2,531,249
-------- -------- --------
Current Liabilities
Accounts Payable and Other $381,728 $381,728
Borrowings from CSW Corp. 37,401 37,401
Other Liabilities 72,469 72,469
-------- -------- --------
491,598 491,598
-------- -------- --------
Deferred Credits
Deferred Tax Liability 257,552 257,552
Other 4,013 4,013
-------- -------- --------
261,565 261,565
-------- -------- --------
TOTAL $3,034,412 $250,000 $3,284,412
======== ======== ========
<PAGE>
CSW INTERNATIONAL
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
UNAUDITED
(Thousands)
Income:
Operating Income $1,138,761
Interest Income 11,942
Miscellaneous Income 6,441
--------
1,157,144
--------
Expenses:
Cost of Sales 845,012
General and Administrative 114,996
Depreciation and Amortization 50,407
Interest Expense 66,047
--------
1,076,462
--------
Net Income Before Tax $80,682
--------
Provision for Income Taxes 34,810
--------
Net Income $45,872
========
<PAGE>
CSW INTERNATIONAL
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
UNAUDITED
(Thousands)
RETAINED EARNINGS AT JUNE 30, 1995 ($2,087)
Add: Net income (loss) for common stock 45,872
--------
43,785
Deduct: Common stock dividends 0
--------
RETAINED EARNINGS AT JUNE 30, 1996 $43,785
========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
JUNE 30, 1996
UNAUDITED
(Thousands)
DR CR
-------- --------
CENTRAL AND SOUTH WEST CORPORATION AND
SUBSIDIARY COMPANIES
Cash 500,000
Long Term Debt 500,000
To record issuance of non-recourse securities
Other Non-utility Investments 250,000
Cash 250,000
To record CSW Energy's investment
Other Non-utility Investments 250,000
Cash 250,000
To record CSW International's investment
CSW ENERGY
Cash 500,000
Other Liabilities 500,000
To record issuance of non-recourse securities
Equity Investments 250,000
Notes Receivable - Affiliated 250,000
Cash 500,000
To record loan of one-half of proceeds from CSW
Energy to CSW International
CSW INTERNATIONAL
Cash 250,000
Long Term Debt - Affiliated 250,000
To record loan from CSW Energy to CSW
International
Equity Investments 250,000
Cash 250,000
To record CSW International's investment
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF CHANGES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
June 30, 1996, other than in the ordinary course of business.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1996
Common
Stock Preferred Long-term
Equity Stock Debt
-------- -------- --------
Central and South West Corporation
and Subsidiary Companies
(Consolidated) Per books * 43.9% 4.0% 52.1%
Central and South West Corporation
and Subsidiary Companies
(Consolidated) Pro forma * 41.3% 3.7% 55.0%
Central and South West Corporation
(Corporate) Per books 100.0% 0.0% 0.0%
Central and South West Corporation
(Corporate) Pro forma 100.0% 0.0% 0.0%
CSW Energy
Per books 92.2% 0.0% 7.8%
CSW Energy
Pro forma 11.0% 0.0% 89.0%
CSW International
Per books 37.9% 0.0% 62.1%
CSW International
Pro forma 34.1% 0.0% 65.9%
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The notes to consolidated financial statements included in Central and
South West Corporation's 1995 Annual Report on Form 10-K are hereby incorporated
by reference and made a part of this report.
Page
Reference
1995 Annual Report on Form 10-K pages 2-32 through 2-67
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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