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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. October 1, 1997 to
CSW Energy, Inc. December 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-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 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 2nd day of March, 1998.
CSW International, Inc.
/s/ Sandra S. Bennett
Sandra S. Bennett
Controller
CSW International, Inc.
Investments in Project Parents
For the Quarter ended December 31, 1997
(thousands)
<TABLE>
<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 South West Corp. Construction Loan/Development $ 3,783
Costs
Excluded under Rule 104 CSW International, Inc. Central and South West Corp. Acquisition of Stock 104,525
Empresa de Electricidade CSW.Vale, LLC CSW International, Inc. Investment / Development Costs 40,571
Vale de Paranapanema (Cayman)
</TABLE>
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
December 31, 1997
(thousands)
Initial Inflation
Type Term Rate Maturity Adjustment Amount
- ----------------- ---------- ------ -------- ---------- --------
Eurobond 10 years 8.500% 2005 None 100,000 (pound)
Eurobond 10 years 8.875% 2006 None 100,000 (pound)
Yankee Bond 5 years 7.980% 2001 None 129,116 (pound)
Yankee Bond 10 years 8.750% 2006 None 129,116 (pound)
Fixed Rate Loan 7 years 8.250% 2003 None 154,521 (pound)
Loan Notes 7 years 6.440% 2002 None 27,683 (pound)
Revolver 5 years 7.863% 2001 None 49,000 (pound)
Senior Notes 5 years 6.875% 2001 None $200,000
CSW International, Inc.
Consolidated Balance Sheet
December 31, 1997
(Unaudited)
ASSETS (thousands)
Fixed Assets
Electric distribution plant $1,425,936
General plant 312,650
----------
Total Electric Plant 1,738,586
Less - Accumulated depreciation 638,910
----------
Total Fixed Assets 1,099,676
Current Assets
Cash and cash equivalents 46,414
Short-term investments 28,099
Accounts receivable 188,741
Advances to affiliates 82,382
Inventories 35,337
Other current assets 11,228
----------
Total Current Assets 392,201
Other Assets
Goodwill 1,427,663
Prepaid benefit costs 59,224
Equity investments and other 219,809
----------
Total Other Assets 1,706,696
Total Assets $3,198,573
==========
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $1
Paid-in capital 829,000
Retained earnings 43,361
Foreign currency translation and other 22,495
----------
894,857
----------
Long-term debt 1,087,131
Current Liabilities
Accounts payable 284,395
Advances from affiliates 318,939
Accrued interest payable 27,895
Loan notes 45,631
Accrued taxes payable 130,002
Customer prepayments 12,825
Other 22,310
----------
841,997
Deferred Credits
Deferred tax liability 266,553
Other 108,035
----------
Total Deferred Credits 374,588
----------
Total Capitalization and Liabilities $3,198,573
==========
CSW International, Inc.
Statement of Income
For the Quarter Ended December 31, 1997
(Unaudited)
(thousands)
Operating Revenues
Electric revenues $484,195
Other diversified 64,391
---------
548,586
---------
Operating Expenses
Cost of electric sales 321,818
General and administrative 56,239
Depreciation and amortization 23,346
Other diversified 42,806
---------
444,209
---------
Operating Income 104,377
---------
Other Income and (Deductions)
Investment income (248)
Interest income 4,604
Interest expense (34,457)
---------
(30,101)
---------
Income Before Income Taxes 74,276
---------
Provision for Income Taxes 24,917
---------
Net Income $49,359
=========
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended December 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Name Type of Service Amount
- ---------------------- --------------------------------- --------
<S> <C> <C>
CSW Energy, Inc. Salaries and overheads $ 786,734
(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 1,704,612
(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 481,591
CSW Energy - 6.875% Senior Notes, due 2001 200,000,000 *
*Approximately $190,942,835 of the proceeds have been spent to date.
</TABLE>
CENTRAL AND SOUTH WEST CORPORATION
AGGREGATE INVESTMENT IN EXEMPT ENTITIES
As of December 31, 1997
(UNAUDITED)
(millions)
KVA $5.4
Frontera 2.4
Newgulf 19.6
SEEBOARD* 829.0
Altamira 67.4
Guna 0
----------
$923.8
==========
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International Two,
Inc.
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of December 31, 1997
(UNAUDITED)
(millions)
Common stock $3,556
Preferred stock 202
-----------
Total equity 3,758 39.83%
-----------
Subsidiary obligated, mandatorily redeemable,
trust preferred securities 335 3.55%
-----------
Long-term debt 3,898
Long-term debt and preferred stock due within
twelve months 32
Short-term debt 721
Short-term debt - CSW Credit, Inc. 636
Loan Notes 56
-----------
Total debt 5,343 56.62%
-----------
Total capitalization $9,436
===========
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of December 31, 1997
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $1,963
Net income for common stock
CSW International Two, Inc. (59)
CSW Vale L.L.C. 4
Non-exempt entities 208
Deduct: Common stock dividends (369)
Preferred stock dividends and
other adjustments (1)
-----------
Retained Earnings at End of Fourth Quarter & Year $1,746
===========
CSW International Two, Inc.*
Statement of Income
For the Twelve Months Ended December 31, 1997
(Unaudited)
(millions)
Operating Revenues
Electric revenues $1,650
Other diversified 220
-------
1,870
-------
Operating Expenses
Cost of electric sales 1,137
General and administrative 232
Depreciation and amortization 92
Other diversified 155
-------
1,616
-------
Operating Income 254
-------
Other Income and (Deductions)
Investment income 2
Interest income 12
Interest expense (120)
-------
(106)
-------
Income Before Income Taxes 148
-------
Provision for Income Taxes 31
-------
Income Before Extraordinary Item 117
-------
Extraordinary Item
Loss from United Kingdom windfall profits tax (176)
-------
Net Income $(59)
=======
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International Two,
Inc.
NEWGULF POWER VENTURE
For the Twelve Months Ended December 31, 1997
Statement of Income
(Unaudited)
Operating Revenues
Electric revenues $ 863,203
----------------
Operating Expenses 1,004,175
General & Administrative 658,157
Other Expenses 27,839
Expenses Transferred Out (136,966)
Interest Expense 187,186
----------------
Total Expenses 1,740,391
----------------
Income Before Income Taxes (877,188)
----------------
Provision for Income Taxes (342,103)
----------------
Net Income (Loss) $ (535,084)
================
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