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. October 1, 1996 to
CSW Energy, Inc. December 31, 1996
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 in EWGs and FUCOs, the proceeds
from the issuance and sale of common stock and debt 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.
(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 10%
Total Consolidated Assets 7%
Market Value of Common Equity 16%
(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.
143%
(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.
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 13th day of March, 1997.
CSW International, Inc.
/s/ SANDRA BENNETT
Sandra Bennett
Controller
EXHIBIT A
CSW International, Inc.
Investments in Project Parents
For the Quarter ended December 31, 1996
(thousands)
<TABLE>
<CAPTION>
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 13,661
Empresa de Eletricidade CSW International, Inc. Central and South West Corp. Loan 42,415
Vale Paranapanema S.A.
Empresa de Eletricidade CSW International, Inc. CSW International, Inc. Additional Paid-in-Capital/
Vale Paranapanema S.A. (Cayman) Development Costs
Empresa de Eletricidade CSW Vale LLC CSW International, Inc. (Cayman) Additional Paid-in-Capital/
Vale Paranapanema S.A. Development Costs
</TABLE>
EXHIBIT B
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
December 31, 1996
(thousands)
Initial Inflation
Type Term Rate Maturity Adjustment Amount
- --------------- -------- -------- -------- ------------ -----------------
Eurobond 10 years 8.500% 2005 None (pound) 100,000
Eurobond 10 years 8.875% 2006 None (pound) 100,000
Yankee Bond 5 years 7.980% 2001 None (pound) 129,116
Yankee Bond 10 years 8.750% 2006 None (pound) 129,116
Fixed Rate Loan 7 years 8.250% 2003 None (pound) 173,733
Loan Notes 7 years 5.100% 2002 None (pound) 44,550
Revolver 5 years 6.287% 2001 None (pound) 40,000
Senior Notes 5 years 6.875% 2001 None $200,000
EXHIBIT C
CSW International, Inc.
Balance Sheet
December 31, 1996
(Unaudited)
($000's)
ASSETS
CURRENT ASSETS
Cash $ 142,726
Marketable Securities 18,154
Accounts Receivable 179,360
-------------
340,240
NONCURRENT ASSETS
Equity Investments 109,467
Fixed Assets, net 1,006,498
Goodwill 1,524,931
Deferred Charges and Other 143,464
-------------
2,784,360
TOTAL $ 3,124,600
=============
LIABILITIES AND EQUITY
LIABILITIES
Accounts Payable and Other $ 345,088
Borrowings from CSW Corp.or Affiliate 109,634
Long Term Debt 1,178,740
Other Liabilities 204,880
Accumulated Deferred Income Taxes 275,027
-------------
2,113,369
EQUITY
Common Stock 1
Paid in Capital 829,000
Retained Earnings 107,744
Currency Translation Adjustment 74,486
-------------
1,011,231
TOTAL $ 3,124,600
=============
EXHIBIT D
CSW International, Inc.
Statement of Income
For the Quarter Ended December 31, 1996
(Unaudited)
($000's)
Income:
Sales $ 526,278
Interest Income 4,873
Other Income 3,256
-----------
Total Income 534,407
Expenses:
Cost of Goods Sold 370,753
Other Expenses 52,045
Depreciation and Amortization 22,852
Interest Expense 33,136
General and Administrative Expenses 2,169
-----------
Total Expenses 480,955
Taxes 1,080
Net Income $ 52,372
===========
EXHIBIT E
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended December 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
Name Type of Service Amount
- ------------------------------------ -------------------------------- --------------
<S> <C> <C>
CSW Energy, Inc. Salaries and overheads $455,416
(Wholly owned subsidiary of in support of CSW International,
Central and South West Corporation) Inc. projects.
Central and South West Services, Inc. Salaries, overheads, and travel $2,698,078
(Wholly owned subsidiary of in support of CSW International,
Central and South West Corporation) Inc. projects.
Guarantees issued by or for the account
of CSW, CSWI, or any project parent. 1,102,145
</TABLE>
EXHIBIT F
CSW INTERNATIONAL, INC.
CSW AGGREGATE INVESTMENT IN EXEMPT ENTITIES
As of December 31, 1996
(UNAUDITED)
(millions)
KVA $5.5
Newgulf $16.5
SEEBOARD* $829.0
Enertek S.A. de C.V. $27.8
Guna $0.4
--------
$879.2
========
*SEEBOARD plc is an indirect wholly owned subsidiary of
CSW International Two, Inc.
EXHIBIT G
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of December 31, 1996
(UNAUDITED)
(millions)
Capitalization $3,802
Preferred stock 325
-----------
Total Equity 4,127 44.03%
Long-term debt 4,024
Long-term debt and preferred stock due within
twelve months 204
Short-term debt 364
Short-term debt - CSW Credit, Inc. 579
Loan Notes 76
-----------
Total Debt 5,247 55.97%
Total Capitalization $9,374
===========
EXHIBIT H
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of December 31, 1996
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $1,893
Net income for common stock
CSW International Two, Inc. 103
Non-exempt entities 326
Deduct: Common stock dividends (358)
Deduct: Preferred stock and other adjustments (1)
--------
Retained Earnings at End of Year $1,963
========
EXHIBIT I
CSW INTERNATIONAL TWO, INC.*
INCOME STATEMENT
For the Year Ended December 31,1996
(UNAUDITED)
(millions)
OPERATING REVENUES
Electric Revenues $1,647
Other 208
-----------
Total operating revenues 1,855
OPERATING EXPENSES
Distribution 163
Supply 1,162
General and administrative 2
Depreciation and amortization 88
Other 197
-----------
Total operating expenses 1,612
OPERATING INCOME 243
OTHER INCOME (EXPENSE)
Interest Income 18
Interest Expense (116)
-----------
(98)
INCOME BEFORE INCOME TAXES 145
PROVISION FOR INCOME TAXES 42
-----------
NET INCOME $103
===========
*SEEBOARD plc is an indirect wholly owned subsidiary of
CSW International Two, Inc.
