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, 1998 to
CSW Energy, Inc. March 31, 1998
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 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.
161%
(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 and Newgulf
Power Venture are the only entities that are not development stage
enterprises. See Exhibit I for the Income Statement of CSW
International, Inc. and I-1 for the Income Statement of Newgulf Power
Venture.
<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 28th day of May, 1998.
CSW International, Inc.
/s/ SANDRA S. BENNETT
Sandra S. Bennett
Controller
CSW International, Inc.
Investments in Project Parents
For the Quarter Ended March 31, 1998
(thousands)
<TABLE>
<CAPTION>
Project Wholly Owned
Facility Parent Subsidiary Of Description Investment
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Excluded Under Rule 104 CSW International, Inc. Central and South West Corp. Acquisition of Stock 3,567
Empresa de Electricidade
Vale de Paranapanema S.A. CSW Vale, LLC CSW International, Inc. Investment / Development 22
(Cayman) Costs
Enertek, S.A. de C.V. CSW International, Inc. Central and South West Corp. Construction Loan/ $4,299 **
Development Costs
** This amount represents additional investment for the quarter and excludes a
net loan repayment of $31,908,073.
</TABLE>
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
March 31, 1998
(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) 154,521
Loan Notes 7 years 6.563% 2002 None (pound) 25,723
Revolver 5 years 7.737% 2001 None (pound) 62,500
Senior Notes 5 years 6.875% 2001 None $ 200,000
CSW International, Inc.
Consolidated Balance Sheet
March 31, 1998
(Unaudited)
ASSETS (thousands)
Fixed Assets
Electric distribution plant $ 1,491,882
General plant 319,110
---------------
Total Electric Plant 1,810,992
Less - Accumulated depreciation 664,803
---------------
Total Fixed Assets 1,146,189
Current Assets
Cash and cash equivalents 30,810
Short-term investments 43,621
Accounts receivable 167,201
Advances to affiliates 82,343
Inventories 32,152
Other current assets 13,108
---------------
Total Current Assets 369,235
Other Assets
Goodwill 1,450,658
Prepaid benefit costs 60,577
Equity investments and other 247,077
---------------
Total Other Assets 1,758,312
Total Assets $ 3,273,736
===============
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $ 1
Paid-in capital 829,000
Retained earnings 73,338
Foreign currency translation and other 39,183
---------------
941,522
---------------
Long-term debt 1,126,362
Current Liabilities
Accounts payable 271,989
Advances from affiliates 298,286
Accrued interest payable 39,760
Loan notes 43,374
Accrued taxes payable 136,979
Customer prepayments 13,581
Other 20,849
---------------
824,818
Deferred Credits
Deferred tax liability 277,859
Other 103,175
---------------
Total Deferred Credits 381,034
---------------
Total Capitalization and Liabilities $ 3,273,736
===============
CSW International, Inc.
Statement of Income
For the Quarter Ended March 31, 1998
(Unaudited)
(thousands)
Operating Revenues
Electric revenues $ 480,683
Other diversified 52,130
-------------
532,813
-------------
Operating Expenses
Cost of electric sales 346,205
General and administrative 63,710
Depreciation and amortization 23,213
Other diversified 38,601
-------------
471,729
-------------
Operating Income 61,084
-------------
Other Income and (Deductions)
Investment income 4,606
Interest income 1,937
Interest expense (33,017)
-------------
(26,474)
-------------
Income Before Income Taxes 34,610
-------------
Provision for Income Taxes 4,633
-------------
Net Income $ 29,977
=============
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended March 31, 1998
(Unaudited)
Name Type of Service Amount
- ---------------------------- ------------------------------- ------------
CSW Energy, Inc. Salaries and overheads $ 511,369
(Wholly owned subsidiary of in support of CSW
Central and South West International, Inc. projects.
Corporation)
Central and South West Salaries, overheads, and travel 1,637,424
Services, Inc. (Wholly owned in support of CSW
subsidiary of International, Inc. projects
Central and South West
Corporation)
Guarantees issued by CSWI, for the
account of:
Enertek project 1,583,648
CSW Energy - 6.875% Senior
Notes, due 2001 200,000,000 *
* Approximately $192,871,867 of the proceeds have been spent to date.
CENTRAL AND SOUTH WEST CORPORATION
AGGREGATE INVESTMENT IN EXEMPT ENTITIES
As of March 31, 1998
(UNAUDITED)
(millions)
KVA 5.4
Frontera 10.1
Newgulf 19.7
SEEBOARD* 829.0
Altamira 38.2
Guna 1.2
----------
903.6
==========
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International Two,
Inc.
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of March 31, 1998
(UNAUDITED)
(millions)
Common stock 3,536
Preferred stock 202
-----------
Total equity 3,738 39.31%
-----------
Subsidiary obligated, mandatorily redeemable,
trust preferred securities 335 3.52%
-----------
Long-term debt 3,883
Long-term debt and preferred stock due within
twelve months 29
Short-term debt 911
Short-term debt - CSW Credit, Inc. 556
Loan Notes 58
-----------
Total debt 5,437 57.17%
Total capitalization 9,510
===========
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of March 31, 1998
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $1,750
Net income for common stock
CSW International Two, Inc. 33
Non-exempt entities 29
Deduct: Common stock dividends (92)
Preferred stock dividends and
other adjustments (2)
-----------
Retained Earnings at End of Fourth Quarter & Year $1,718
===========
CSW International Two, Inc.*
Statement of Income
For the Twelve Months Ended March 31, 1998
(Unaudited)
(millions)
Operating Revenues
Electric revenues $ 1,669
Other diversified 213
-----------
1,882
-----------
Operating Expenses
Cost of electric sales 1,156
General and administrative 237
Depreciation and amortization 92
Other diversified 152
-----------
1,637
-----------
Operating Income 245
-----------
Other Income and (Deductions)
Investment income 6
Interest income 13
Interest expense (122)
-----------
(103)
-----------
Income Before Income Taxes 142
-----------
Provision for Income Taxes 24
-----------
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.
NEWGULF POWER VENTURE
For the Twelve Months Ended March 31, 1998
Statement of Income
(Unaudited)
Operating Revenues
Electric revenues $ 865,889
----------------
Operating Expenses 1,108,747
General & Administrative 280,634
Other Expenses 200,857
Depreciation & Amortization 330,044
Expenses Transferred Out (136,966)
Interest Expense 298,854
----------------
Total Expenses 2,082,170
----------------
Income Before Income Taxes $ (1,216,281)
Provision for Income Taxes (474,093)
----------------
Net Income (Loss) $ (742,188)
================
