|
|
|
|
|
|
|
|
|
|
|
|
|
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, 1999 to
CSW Energy, Inc. June 30, 1999
Dallas, Texas 75266
File No. 070-8423 PURSUANT TO RULE 24
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") CSW International, Inc.
("CSWI"), and CSW Energy, Inc. ("Energy"). CSWI and Energy are wholly owned
subsidiaries of CSW.
Under HCAR 35-26767, CSWI 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 35-26767 and HCAR
35-26653.
(1) Information on each investment made by CSWI, directly or indirectly, since
the previous quarter, in any special purpose subsidiary ("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 as of the relevant report
date. See Exhibit D.
<PAGE>
(5) Information on intercompany service transactions with CSW International
and its subsidiaries, 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, Energy, or any Project Parent pursuant to HCAR 35-26767. 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 EWGs and FUCOs
(collectively "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 9%
Net Utility Plant 11%
Total Consolidated Assets 7%
Market Value of Common Equity 19%
(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.
141%
(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 relevant report date:
- - CSW International Two, Inc. - Exhibit I;
- - Newgulf Power Venture, Inc. - Exhibit I-1;
- - Energia Internacional de CSW, S.A. de C.V. - Exhibit J;
- - CSW Vale LLC - Exhibit K;
- - Chile Energy Holdings L.L.C. - Exhibit L
- - Inversiones Sol Energia Chile Ltda. - Exhibit L-1,
- - Frontera Generation Limited Partnership - Exhibit M.
<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 Energy, Inc. has duly caused this report to be
signed on its behalf on this 25th day of August, 1999.
CSW International, Inc.
CSW Energy, Inc.
/s/ Sandra S. Bennett
Sandra S. Bennett
Controller
CSW International, Inc.
Investments in Project Parents
For the Quarter Ended June 30, 1999
(thousands)
<TABLE>
<CAPTION>
Project Wholly Owned
Facility Parent Subsidiary Of Description Investment
- ------------------------------------------- ------------------------ --------------------------- ---------------------- ----------
<S> <C> <C> <C> <C>
Energia Internacional de CSW de S.A. de C.V. CSW International, Inc. Central and South West Corp. Return of Principle $ (685)
Empresa de Electricidade Vale de CSW Vale, LLC CSW International, Inc. Amortization of (75)
Paranapenema S.A. Development Costs
</TABLE>
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
June 30, 1999
(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 123,673
Loan Notes 7 years 4.260% 2002 None pounds 18,033
Revolver 5 years 5.330% 2001 None pounds 72,500
Senior Notes 5 years 6.875% 2001 None $ 200,000
Exhibit C
CSW International, Inc.
Consolidated Balance Sheet
June 30, 1999
(Unaudited)
($000's)
ASSETS
Fixed Assets
Electric distribution plant $ 1,445,282
General plant 281,698
-----------
Total Electric Plant 1,726,980
Less - Accumulated depreciation (642,698)
-----------
Total Fixed Assets 1,084,282
Current Assets
Cash and cash equivalents 72,456
Short-term investments 31,391
Accounts receivable 275,593
Advances to affiliates 185
Inventories 78,990
Other current assets 6,527
-----------
Total Current Assets 465,142
Other Assets
Goodwill 1,314,904
Prepaid benefit costs 56,801
Equity investments and other 207,108
-----------
Total Other Assets 1,578,813
Total Assets $ 3,128,237
===========
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $ 1
Paid-in capital 829,000
Retained earnings 201,794
Minority interests 920
Foreign currency translation and other (54,577)
-----------
977,138
Long-term debt 1,118,430
Current Liabilities
Accounts payable 199,188
Advances from affiliates 198,469
Accrued interest payable 40,484
Loan notes 28,516
Accrued taxes payable 95,694
Customer prepayments 34,303
Other 31,995
-----------
628,649
Deferred Credits
Deferred tax liability 277,640
Other 126,380
-----------
Total Deferred Credits 404,020
===========
Total Capitalization and Liabilities $ 3,128,237
===========
Exhibit D
CSW International, Inc.
Statement of Income
For the Quarter Ended June 30, 1999
(Unaudited)
($000's)
Operating Revenues
Electric revenues $ 320,877
Other diversified 42,500
---------
363,377
---------
Operating Expenses
Cost of electric sales 190,998
General and administrative 77,732
Depreciation and amortization 28,802
Other diversified 23,126
---------
320,658
---------
Operating Income 42,719
---------
Other Income and (Deductions)
Investment income 3,397
Interest income 5,834
Interest expense (28,774)
---------
(19,543)
---------
Income Before Income Taxes 23,176
---------
Provision for Income Taxes 5,986
---------
Net Income $ 17,190
=========
Exhibit E
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended June 30, 1999
(Unaudited)
1. Services provided by Central and South West Services, Inc., the
administrative arm of the parent company, represent services provided by the
parent, CSW. No services provided by Central Power and Light, Public Service
Company of Oklahoma, Southwestern Electric Power Company, and/or West Texas
Utility Company (collectively, "Operating Companies") are included in this
category.
Salaries and wages of personnel providing services to
CSW International, Inc. $ 12,267
2. Services provided by CSW Energy, Inc., a subsidiary of Central and South
West Corporation, represent services provided by an associate company.
No services provided by Operating Companies are included in this category.
Salaries and wages of personnel providing services to
CSW International, Inc. $452,764
3. Services provided by CSW Operating Companies to CSWI and Energy during the
Quarter:
NONE
4. Guarantees issued by CSW, CSWE or CSWI for Exempt Entity projects:
Turkey Bid Bond $ 520,000
South Coast Project 29,940,200
Exhibit F
CENTRAL AND SOUTH WEST CORPORATION
AGGREGATE INVESTMENT IN EXEMPT ENTITIES
As of June 30, 1999
(UNAUDITED)
(millions)
Frontera $ 136.8
KVA 3.3
Newgulf 19.2
Enertek 36.1
Vale 183.0
Guna 0.4
Chile 114.2
SEEBOARD 829.0
--------
1,322.0
--------
Less Non-Recourse Funds from Operations
and Third Party Financing:
144a Bonds 200.0
SEEBOARD 171.8
Vale 8.5
Chile 6.6
--------
386.9
--------
Net Aggregate Investment $ 935.1
========
Exhibit G
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of June 30, 1999
(UNAUDITED)
(millions)
Common stock $ 1,795
Preferred stock 176
Retained Earnings 1,785
---------
Total equity 3,756 37.59%
---------
Subsidiary obligated, mandatorily redeemable,
Trust preferred securities 335 3.35%
---------
Long-term debt 3,802
Long-term debt and preferred stock due within twelve months 165
Short-term debt 1,088
Short-term debt - CSW Credit, Inc. 818
Loan Notes 29
---------
Total debt 5,902 59.06%
Total capitalization $ 9,993
=========
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of June 30, 1999
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $ 1,823
Net income
CSW International Two, Inc. 44
Non-exempt entities 104
Deduct: Dividends paid (186)
=======
Retained Earnings at June 30, 1999 $ 1,785
=======
Exhibit I
CSW International Two, Inc.*
Statement of Income
For the Twelve Months Ended June 30, 1999
(Unaudited)
(millions)
Operating Revenues
Electric revenues $ 1,511
Other diversified 160
-----------
1,671
Operating Expenses
Cost of electric sales 994
General and administrative 278
Depreciation and amortization 103
Other diversified 93
-----------
1,468
Operating Income 203
-----------
Other Income and (Deductions)
Investment Income 16
Interest income 6
Interest expense (108)
-----------
(86)
-----------
Income Before Income Taxes 117
Provision for Income Taxes 10
-----------
Net Income $ 107
===========
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International Two,
Inc.
Exhibit I-1
NEWGULF POWER VENTURE, INC.
For the Twelve Months Ended June 30, 1999
Statement of Income
(Unaudited)
($000's)
Operating Revenues
Electric revenues $ 3,117
-------
Operating Expenses 2,151
General & Administrative 174
Other Expenses 245
Depreciation & Amortization 387
Interest Expense 433
-------
Total Expenses 3,390
Income Before Income Taxes (273)
Provision for Income Taxes (74)
-------
Net Income (Loss) $ (199)
=======
Exhibit J
Energia International de CSW, S.A .de C.V.
Statement of Income
For the Twelve Months Ended June 30, 1999
(Unaudited)
($000's)
Equity Earnings in Altamira Project $862
Total Expenses --
----
Net Income Before Tax 862
Income Tax Expense 121
----
Net Income $741
====
Exhibit K
CSW Vale L.L.C.
Statement of Income
For the Twelve Months Ended June 30, 1999
(Unaudited)
($000's)
Equity Earnings in Vale Paranapanema $ (65)
Expenses (309)
Other Income (Deductions) 8,872
-------
Net Income Before Tax 8,498
Income Tax Expense (763)
-------
Net Income $ 9,261
=======
Exhibit L
Chile Energy Holdings L.L.C.
Statement of Income
For the Twelve Months Ended June 30, 1999
(Unaudited)
($000's)
Dividend Income $ 598
Expenses 272
Other Income (Deductions) 254
------
Net Income Before Tax 580
Income Tax Expense 221
Net Income $ 359
======
Exhibit L-1
Inversiones Sol Energia Chile Ltda.
Statement of Income
For the Twelve Months Ended June 30, 1999
(Unaudited)
($000's)
Dividend Income $ 2,119
Expenses 151
Other Income (Deductions) 55
--------
Net Income Before Tax 2,023
Income Tax Expense 708
Net Income $ 1,315
========
Exhibit M
Frontera Generation Limited Partnership *
Statement of Income
For the Twelve Months Ended June 30, 1999
(Unaudited)
($000's)
Project Expenses $ (1,122)
---------
Net Income $ (1,122)
=========
* The Frontera Project is expected to commence full operation in late 1999.
|
|