UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
- ----------------------------------------------
In the matter of
Central and South West Corporation REPORT FOR PERIOD
CSW International, Inc. January 1, 1997 to
CSW Energy, Inc. March 31, 1997
Dallas, Texas 75266 PURSUANT TO RULE 24
File No. 070-8423
File No. 070-8809
This report is filed under Rule 24 of the Public Utility Holding Company
Act of 1935 by Central and South West Corporation ("CSW") and CSW International,
Inc. ("CSW International"), a wholly owned subsidiary of CSW.
Under HCAR 35-26383, CSW International is authorized to participate in foreign
utility companies ("FUCOs") and exempt wholesale generators ("EWGs") and to
provide consulting services with respect to the same.
Under HCAR 35-26653, CSW is authorized to invest the proceeds from the issuance
and sale of common stock and debt in EWGs and FUCOs, and to guarantee the
obligations of such entities, as defined.
Attached is the information required pursuant to HCAR 35-26383 and HCAR
35-26653.
(1) Information on each investment made by CSWI, directly or indirectly,
since the previous quarter, in any other project parent, indicating the
amount and type of such investment and identifying the facility with
respect to which such project parent was organized. See Exhibit A.
(2) Information about the amount, type, and terms of securities (including
interest rate, maturity, and the basis for inflation adjustment in the
case of non-recourse indebtedness denominated in any currency other than
U.S. dollars) issued by any project parent to a third person. See
Exhibit B.
(3) A balance sheet as of the relevant report date. See Exhibit C.
(4) An income statement for the quarter ended. See Exhibit D.
<PAGE>
(5) Information on intercompany transactions with CSW International related
to CSW International's consulting services, including (a) the name of
each associate company providing services, (b) a listing of services
provided, (c) the total dollar amount of services provided, broken down
by associate company, and (d) the aggregate outstanding amount, as of
the relevant quarterly reporting date, of all guarantees issued by or
for the account of CSW, CSWI, or any project parent pursuant to this
application declaration. See Exhibit E.
(6) A computation in accordance with rule 53(a) (as modified by the
Commission's order) of CSW's aggregate investment in Exempt Entities.
See Exhibit F.
(7) A statement of such aggregate investment as a percentage of the
following as of the end of such quarter:
Total capitalization 11%
Net Utility Plant 11%
Total Consolidated Assets 7%
Market Value of Common Equity 20%
(8) Consolidated capitalization ratios as of the end of such quarter, with
consolidated debt, to include all short-term debt and non-recourse debt
of Exempt Entities to the extent normally consolidated under applicable
financial reporting rules. See Exhibit G.
(9) The market-to-book ratio of CSW's common stock at the end of such
quarter. 122%
(10) An analysis of the growth in consolidated retained earnings which
segregates total earnings growth attributable to Exempt Entities from
that attributable to other subsidiaries of CSW. See Exhibit H.
(11) A statement of revenues and net income of each Exempt Entity for the
twelve months ended as of the end of such quarter.
SEEBOARD is the only Exempt Entity that is not a development stage
enterprise. See Exhibit I for the Income Statement of CSW International
Two, Inc.
<PAGE>
S I G N A T U R E
As requested by order of this Commission pursuant to the Public Utility
Holding Company Act of 1935, CSW International, Inc. has duly caused this report
to be signed on its behalf on this 27th day of May, 1997.
CSW International, Inc.
/s/ Sandra Bennett
Sandra Bennett
Controller
<TABLE>
<CAPTION>
CSW International, Inc.
Investments in Project Parents
For the Quarter ended March 31, 1997
(thousands)
Project Wholly Owned
Facility Parent Subsidiary Of Description Investment
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Enerteck, S.A. de C.V. CSW International, Inc. Central and South West Corp. Construction Loan/Development Costs $5,605
Energia Internacional de CSW CSW International, Inc. Central and South West Corp. Additional Paid-in-Capital/ 10
Development Costs
</TABLE>
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
March 31, 1997
(thousands)
Initial Inflation
Type Term Rate Maturity Adjustment Amount
- ------------------ ---------- --------- ---------- ----------- -----------
Eurobond 10 years 8.500% 2005 None (pounds) 100,000
Eurobond 10 years 8.875% 2006 None (pounds) 100,000
Yankee Bond 5 years 7.980% 2001 None (pounds) 129,116
Yankee Bond 10 years 8.750% 2006 None (pounds) 129,116
Fixed Rate Loan 7 years 8.250% 2003 None (pounds) 173,833
Loan Notes 7 years 5.630% 2002 None (pounds) 40,534
Revolver 5 years 6.550% 2001 None (pounds) 50,000
Senior Notes 5 years 6.875% 2001 None $200,000
CSW International, Inc.
Balance Sheet
March 31, 1997
(Unaudited)
($000's)
ASSETS
CURRENT ASSETS
Cash $35,278
Marketable Securities 22,016
Accounts Receivable 187,207
Other Current Assets 27,175
----------
271,676
NONCURRENT ASSETS
Equity Investments 76,855
Fixed Assets, net 988,483
Goodwill 1,449,019
Deferred Charges and Other 129,611
----------
2,643,968
TOTAL $2,915,644
==========
LIABILITIES AND EQUITY
LIABILITIES
Accounts Payable and Other $324,133
Borrowings from CSW Corp.or Affiliate 107,939
Long Term Debt 1,098,742
Other Liabilities 124,429
Accumulated Deferred Income Taxes 267,120
----------
1,922,363
EQUITY
Common Stock 1
Paid in Capital 829,000
Retained Earnings 138,283
Currency Translation Adjustment 25,997
----------
993,281
TOTAL $2,915,644
==========
CSW International, Inc.
Statement of Income
For the Quarter Ended March 31, 1997
(Unaudited)
($000's)
Income:
Sales $520,511
Interest Income 1,955
Other Income 2,080
--------
Total Income 524,546
Expenses:
Cost of Goods Sold 368,578
Other Expenses 55,361
Depreciation and Amortization 22,981
Interest Expense 30,297
General and Administrative Expenses 2,821
--------
Total Expenses 480,038
Taxes 13,969
Net Income $30,539
========
<TABLE>
<CAPTION>
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended March 31, 1997
(Unaudited)
Name Type of Service Amount
- ---------------------- --------------------------------- ---------------
<S> <C> <C>
CSW Energy, Inc. Salaries and overheads $ 723,138
(Wholly owned subsidiary of in support of CSW International, Inc.
Central and South West Corporation) projects.
Central and South West Services, Inc. Salaries, overheads, and travel 1,910,109
(Wholly owned subsidiary of in support of CSW International, Inc.
Central and South West Corporation) projects.
Guarantees issued by CSWI, for the
account of:
Enertek project 2,239,740
CSW Energy - 6.875% Senior
Notes, due 2001 200,000,000 *
Only $40,050,515 of the proceeds have been spent to date.
</TABLE>
CENTRAL AND SOUTH WEST CORPORATION
AGGREGATE INVESTMENT IN EXEMPT ENTITIES
As of March 31, 1997
(UNAUDITED)
(millions)
KVA $ 11.1
Newgulf 18.0
SEEBOARD* 829.0
Altamira 35.7
Guna 0.4
----------
$ 894.2
==========
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International
Two, Inc.
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of March 31, 1997
(UNAUDITED)
(millions)
Common stock $3,704
Preferred stock 325
-----------
Total Equity 4,029 42.88%
Long-term debt 3,986
Long-term debt and preferred stock due
within twelve months 203
Short-term debt 619
Short-term debt - CSW Credit, Inc. 493
Loan Notes 66
-----------
Total Debt 5,367 57.12%
Total Capitalization $9,396
===========
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of March 31, 1997
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $1,963
Net income for common stock
CSW International Two, Inc. 32
CSW Vale L.L.C. 1
Non-exempt entities (4)
Deduct: Common stock dividends (92)
Deduct: Preferred stock and other adjustments (4)
-----------
Retained Earnings at End of First Quarter $1,896
===========
CSW International Two, Inc.*
Statement of Income
For the Twelve Months Ended March 31, 1997
(Unaudited)
(Millions of dollars)
Operating Revenues
Electric Revenues $1,832
Other 5
-------
Total operating revenues 1,837
-------
Operating Expenses
Cost of Goods Sold 1,300
General and administrative (5)
Depreciation and amortization 89
Other 196
-------
Total operating expenses 1,580
-------
Operating Income 257
Other Income (Expense)
Interest income 14
Interest expense (116)
-------
Total other income (expense) (102)
-------
Income Before Income Taxes 155
Provision for Income Taxes 40
-------
Net Income $115
=======
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International
Two, Inc.
