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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. July 1, 1997 to
CSW Energy, Inc. September 30, 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-recoursindebtedness 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 10%
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.
130%
(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 25th day of November, 1997.
CSW International, Inc.
/s/ Sandra S. Bennett
Controller
<TABLE>
CSW International, Inc.
Investments in Project Parents
For the Quarter ended September 30, 1997
(thousands)
<CAPTION>
Project Wholly Owned
Facility Parent Subsidiary Of Description Investment
- ------------------------ ----------------------- --------------------- ----------------------------- -----------
<S> <C> <C> <C> <C>
Enertek, S.A. de C.V. CSW International, Inc. Central and Construction Loan/Development $11,377
South West Corp. Costs
Excluded Under Rule 104 CSW International, Inc. Central and Acquisition of Stock 2,683
South West Corp.
CSW International Energy CSW International, Inc. Central and Development Costs 375
Development, LTD South West Corp.
Tenaska CSW CSW International Energy CSW International, Inc. Development Costs
International Development, LTD
Limited
</TABLE>
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
September 30, 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) 164,413
Loan Notes 7 years 5.630% 2002 None (pounds) 40,534
Revolver 5 years 7.270% 2001 None (pounds) 66,000
Senior Notes 5 years 6.875% 2001 None $ 200,000
CSW International, Inc.
Consolidated Balance Sheet
September 30, 1997
(Unaudited)
ASSETS (thousands)
Fixed Assets
Electric distribution plant $1,366,584
General plant 303,619
-----------
Total Electric Plant 1,670,203
Less - Accumulated depreciation 613,325
-----------
Total Fixed Assets 1,056,878
Current Assets
Cash and cash equivalents 201,093
Short-term investments 11,528
Accounts receivable 208,749
Advances to affiliates 91,179
Inventories 30,716
Other current assets 44,220
-----------
Total Current Assets 587,485
Other Assets
Goodwill 1,404,586
Prepaid benefit costs 57,885
Equity investments and other 108,418
-----------
Total Other Assets 1,570,889
Total Assets $3,215,252
===========
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $1
Paid-in capital 829,000
Retained earnings (5,998)
Foreign currency translation and other 28,392
-----------
851,395
-----------
Long-term debt 1,097,388
Current Liabilities
Accounts payable 284,688
Advances from affiliates 242,912
Accrued interest payable 53,519
Loan notes 65,174
Accrued taxes payable 230,050
Customer prepayments 10,872
Other 30,453
-----------
917,668
Deferred Credits
Deferred tax liability 256,857
Other 91,944
-----------
Total Deferred Credits 348,801
-----------
Total Capitalization and Liabilities $3,215,252
===========
CSW International, Inc.
Statement of Income
For the Quarter Ended September 30, 1997
(Unaudited)
(thousands)
Operating Revenues
Electric revenues $347,422
Other diversified 55,773
---------
403,195
---------
Operating Expenses
Cost of electric sales 239,314
General and administrative 64,099
Depreciation and amortization 22,827
Other diversified 36,821
---------
363,061
---------
Operating Income 40,134
---------
Other Income and (Deductions)
Investment income 500
Interest income 3,157
Interest expense (31,705)
---------
(28,048)
---------
Income Before Income Taxes 12,086
---------
Provision for Income Taxes (12,117)
---------
Income Before extraordinary Item 24,203
---------
Extraordinary Item
Loss from United Kingdom windfall profits tax (176,043)
---------
Net Income $(151,840)
=========
<TABLE>
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended September 30, 1997
(Unaudited)
<CAPTION>
Name Type of Service Amount
- ---------------------- --------------------------------- -------------
<S> <C> <C>
CSW Energy, Inc. Salaries and overheads $ 1,223,784
(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 1,724,204
(Wholly owned subsidiary of in support of CSW International, Inc.
Central and South West Corporation) projects.
Guarantees issued by CSWI, for the account of:
Turkey project (Letter of Credit) 500,000
Enertek project 1,793,862
CSW Energy - 6.875% Senior Notes, due 2001 200,000,000 *
* Only $80,050,515 of the proceeds have been spent to date.
</TABLE>
CENTRAL AND SOUTH WEST CORPORATION
AGGREGATE INVESTMENT IN EXEMPT ENTITIES
As of September 30, 1997
(UNAUDITED)
(millions)
KVA $11.0
Newgulf 18.8
SEEBOARD* 829.0
Altamira 63.3
Guna --
Turkey 0.5
------
$922.6
======
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International
Two, Inc.
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of September 30, 1997
(UNAUDITED)
(millions)
Common stock $3,630
Preferred stock 202
-----------
Total equity 3,832 39.73%
-----------
Subsidiary obligated, mandatorily redeemable,
trust preferred securities 323 3.35%
-----------
Long-term debt 3,933
Long-term debt and preferred stock due
within twelve months 204
Short-term debt 439
Short-term debt - CSW Credit, Inc. 849
Loan Notes 65
-----------
Total debt 5,490 56.92%
-----------
Total capitalization $9,645
===========
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of September 30, 1997
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $1,963
Net income for common stock
CSW International Two, Inc. (109)
CSW Vale L.L.C. 3
Non-exempt entities 235
Deduct: Common stock dividends (277)
Preferred stock dividends and
other adjustments 0
-----------
Retained Earnings at End of Third Quarter $1,815
===========
CSW International Two, Inc.*
Statement of Income
For the Twelve Months Ended September 30, 1997
(Unaudited)
(millions)
Operating Revenues
Electric revenues $1,631
Other diversified 220
-------
1,851
-------
Operating Expenses
Cost of electric sales 1,140
General and administrative 233
Depreciation and amortization 92
Other diversified 158
-------
1,623
-------
Operating Income 228
-------
Other Income and (Deductions)
Investment income 5
Interest income 13
Interest expense (121)
-------
(103)
-------
Income Before Income Taxes 125
-------
Provision for Income Taxes 7
-------
Income Before Extraordinary Item 118
-------
Extraordinary Item
Loss from United Kingdom windfall profits tax (176)
-------
Net Income $(58)
=======
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International
Two, Inc.
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