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. April 1, 1997 to
CSW Energy, Inc. June 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-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 25th day of August, 1997.
CSW International, Inc.
/s/ Sandra S. Bennett
Sandra S. Bennett
Controller
CSW International, Inc.
Investments in Project Parents
For the Quarter ended June 30, 1997
(thousands)
Project Wholly Owned
Facility Parent Subsidiary Of Description Investment
- --------------- --------------- ----------------- --------------- -----------
Enerteck, S.A. CSW Central and South Construction
C.V. International, West Corp. Loan/Development $18,502
Inc. Costs
Energia CSW Central and South Additional
Internacional International, West Corp. Paid-in-Capital/ 104
de CSW Inc. Development Costs
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
June 30, 1997
(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) 164,413
Loan Notes 7 years 5.630% 2002 None (pound) 40,534
Revolver 5 years 6.620% 2001 None (pound) 68,000
Senior Notes 5 years 6.875% 2001 None $ 200,000
CSW International, Inc.
Consolidated Balance Sheet
June 30, 1997
(Unaudited)
ASSETS (thousands)
Fixed Assets
Electric distribution plant $ 1,383,867
General plant 309,429
------------
Total Electric Plant 1,693,296
Less - Accumulated depreciation 623,808
------------
Total Fixed Assets 1,069,488
Current Assets
Cash and cash equivalents 211,827
Short-term investments 29,786
Accounts receivable 128,578
Advances to affiliates 81,304
Inventories 29,983
Other current assets 44,843
------------
Total Current Assets 526,321
Other Assets
Goodwill 1,463,120
Prepaid benefit costs 59,904
Notes receivable -
Equity investments and other 79,254
------------
Total Other Assets 1,602,278
Total Assets $ 3,198,087
============
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $ 1
Paid-in capital 829,000
Retained earnings 145,842
Foreign currency translation and other 34,965
------------
1,009,808
------------
Long-term debt 1,146,771
Current Liabilities
Accounts payable 253,871
Advances from affiliates 218,186
Accrued interest payable 39,838
Loan notes 67,448
Accrued taxes payable 49,823
Customer prepayments 11,552
Other 22,627
------------
663,345
Deferred Credits
Deferred tax liability 279,796
Other 98,367
------------
Total Deferred Credits 378,163
------------
Total Capitalization and $ 3,198,087
Liabilities ============
CSW International, Inc.
Statement of Income
For the Quarter Ended June 30, 1997
(Unaudited)
(thousands)
Operating Revenues
Electric revenues $ 356,254
Other diversified 48,072
------------
404,326
------------
Operating Expenses
Cost of electric sales 248,724
General and administrative 63,552
Depreciation and amortization 23,501
Other diversified 33,262
------------
369,039
------------
Operating Income 35,287
------------
Other Income and (Deductions)
Investment income 1,391
Interest income 6,006
Interest expense (31,909)
------------
(24,512)
------------
Income Before Income Taxes 10,775
------------
Provision for Income Taxes 3,216
------------
Net Income $ 7,559
============
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended June 30, 1997
(Unaudited)
Name Type of Service Amount
- ----------------- ------------------------- ------------
CSW Energy, Inc. Salaries and overheads $ 805,824
(Wholly owned subsidiary of in support of CSW
Central and South West International, Inc.
Corporation) projects.
Central and South West Salaries, overheads, 2,612,544
Services, Inc. and travel in support of CSW
(Wholly owned subsidiary of International, Inc.
Central and South West projects.
Corporation)
Guarantees issued by CSWI, for the account of:
Turkey project (Letter of Credit) 500,000
Enertek project 5,000,000
CSW Energy - 6.875% Senior Notes, due 2001 200,000,000*
*Only $40,050,515 of the proceeds have been spent to date.
CENTRAL AND SOUTH WEST CORPORATION
AGGREGATE INVESTMENT IN EXEMPT ENTITIES
As of June 30, 1997
(UNAUDITED)
(millions)
KVA $ 11.0
Newgulf 18.1
SEEBOARD* 829.0
Altamira 51.9
Guna 0.4
Turkey 0.5
=======
$910.9
=======
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International Two,
Inc.
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of June 30, 1997
(UNAUDITED)
(millions)
Common stock $3,707
Preferred stock 204
--------
Total equity 3,911 40.77%
--------
Subsidiary obligated, mandatorily
redeemable, trust preferred securities 324 3.38%
--------
Long-term debt 3,979
Long-term debt and preferred stock due within 204
twelve months
Short-term debt 400
Short-term debt - CSW Credit, Inc. 708
Loan Notes 67
--------
Total debt 5,358 55.85%
--------
Total capitalization $9,593
========
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of June 30, 1997
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $1,963
Net income for common stock
CSW International Two, Inc. 41
CSW Vale L.L.C. 2
Non-exempt entities 62
Deduct: Common stock dividends (184)
Preferred stock dividends and
other adjustments 3
=========
Retained Earnings at End of Second Quarter $1,887
=========
CSW International Two, Inc.*
Statement of Income
For the Twelve Months Ended June 30, 1997
(Unaudited)
(millions)
Operating Revenues
Electric revenues $ 1,630
Other diversified 210
------------
1,840
------------
Operating Expenses
Cost of electric sales 1,143
General and administrative 229
Depreciation and amortization 91
Other diversified 152
------------
1,615
------------
Operating Income 225
------------
Other Income and (Deductions)
Investment income 7
Interest income 16
Interest expense (116)
------------
(93)
------------
Income Before Income Taxes 132
------------
Provision for Income Taxes 29
------------
Net Income $ 103
============
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International Two,
Inc.
