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, 1999 to
CSW Energy, Inc. September 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 21%
(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 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 22nd day of November, 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 September 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 $ (2,806)
Empresa de Electricidade Vale de CSW Vale, LLC CSW International, Inc. Amortization of
Paranapanema S.A. Development Costs (75)
South Coast Power Limited CSWI Europe CSW International, Inc. Investment/Develop-
ment Costs (204)
</TABLE>
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
September 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 118,152
Loan Notes 7 years 4.260% 2002 None pounds 18,033
Revolver 5 years 5.810% 2001 None pounds 117,500
Senior Notes 5 years 6.875% 2001 None $ 200,000
CSW International, Inc.
Consolidated Balance Sheet
September 30, 1999
(Unaudited)
($000's)
ASSETS
Fixed Assets
Electric distribution plant $ 1,528,598
General plant 305,284
-----------
Total Electric Plant 1,833,882
Less - Accumulated depreciation (683,514)
-----------
Total Fixed Assets 1,150,368
Current Assets
Cash and cash equivalents 94,461
Short-term investments 25,087
Accounts receivable 295,232
Notes receivable 119,357
Advances to affiliates 114
Inventories 12,875
Other current assets 10,875
-----------
Total Current Assets 558,001
Other Assets
Goodwill 1,362,317
Prepaid benefit costs 59,256
Notes receivable 31,906
Equity investments and other 197,227
-----------
Total Other Assets 1,650,706
Total Assets $ 3,359,075
===========
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $ 1
Paid-in capital 829,000
Retained earnings 221,413
Minority interests 1,377
Foreign currency translation and other (27,633)
-----------
1,024,158
Long-term debt 1,220,184
Current Liabilities
Accounts payable 199,594
Advances from affiliates 196,806
Accrued interest payable 42,615
Loan notes 29,749
Accrued taxes payable 96,873
Customer prepayments 28,915
Other 90,886
-----------
685,438
Deferred Credits
Deferred tax liability 291,645
Other 137,650
-----------
Total Deferred Credits 429,295
===========
Total Capitalization and Liabilities $ 3,359,075
===========
CSW International, Inc.
Statement of Income
For the Quarter Ended September 30, 1999
(Unaudited)
($000's)
Operating Revenues
Electric revenues $ 301,776
Other diversified 52,746
----------
354,522
----------
Operating Expenses
Cost of electric sales 180,413
General and administrative 82,161
Depreciation and amortization 28,676
Other diversified 30,569
----------
321,819
----------
Operating Income 32,703
----------
Other Income and (Deductions)
Investment income 6,653
Interest income 1,626
Interest expense (25,954)
----------
(17,675)
----------
Income Before Income Taxes 15,028
----------
Provision for Income Taxes (4,592)
----------
Net Income $ 19,620
==========
NOTE: Tax benefit attributable to current agreement on settlement of prior year
offshore tax liability.
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended September 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. $ 9,844
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. $711,856
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 31,298,700
CENTRAL AND SOUTH WEST CORPORATION
AGGREGATE INVESTMENT IN EXEMPT ENTITIES
As of September 30, 1999
(UNAUDITED)
(millions)
Frontera $ 165.0
Newgulf 18.9
Enertek 34.0
Vale 182.9
Guna 0.4
Chile 114.2
SEEBOARD 829.0
---------------
1,344.4
---------------
Less Non-Recourse Funds from Operations
and Third Party Financing:
144a Bonds 200.0
SEEBOARD 171.8
Vale 10.6
Chile 6.6
---------------
389.0
---------------
Net Aggregate Investment $ 955.4
===============
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of September 30, 1999
(UNAUDITED)
(millions)
Common stock $ 1,795
Preferred stock 176
Retained earnings 1,915
Comprehensive income (33)
---------
Total equity 3,853 37.58%
---------
Subsidiary obligated, mandatorily redeemable,
Trust preferred securities 335 3.27%
---------
Long-term debt 3,804
Long-term debt and preferred stock due
within twelve months 223
Short-term debt 1,064
Short-term debt - CSW Credit, Inc. 944
Loan Notes 30
---------
Total debt 6,065 59.15%
Total capitalization $ 10,253
=========
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of September 30, 1999
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $1,823
Net income
CSW International Two, Inc. 63
Newgulf Power Venture 2
Energia International de CSW, S.A. de C.V. 1
CSW Vale, L.L.C. 4
Chile Energy Holdings, L.L.C. (1)
Inversiones Sol Energia Chile Ltda. 1
Frontera Generation L.P. 7
Non-exempt entities 293
Deduct: Dividends paid and other (278)
=========
Retained Earnings at September 30, 1999 $1,915
=========
CSW International Two, Inc.*
Statement of Income
For the Twelve Months Ended September 30, 1999
(Unaudited)
(millions)
Operating Revenues
Electric revenues $ 1,493
Other diversified 180
-----------
1,673
Operating Expenses
Cost of electric sales 968
General and administrative 306
Depreciation and amortization 110
Other diversified 105
-----------
1,489
Operating Income 184
-----------
Other Income and (Deductions)
Investment Income 23
Interest income 5
Interest expense (104)
-----------
(76)
-----------
Income Before Income Taxes 108
Provision for Income Taxes 12
-----------
Net Income $ 96
===========
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International Two,
Inc.
NEWGULF POWER VENTURE, INC.
For the Twelve Months Ended September 30, 1999
Statement of Income
(Unaudited)
($000's)
Operating Revenues
Electric revenues $ 6,610
------------
Operating Expenses 2,469
General & Administrative 553
Other Expenses 251
Depreciation & Amortization (10)
Interest Expense 416
------------
Total Expenses 3,679
Income Before Income Taxes 2,931
Provision for Income Taxes 1,058
------------
Net Income (Loss) $ 1,873
============
Energia International de CSW, S.A .de C.V.
Statement of Income
For the Twelve Months Ended September 30, 1999
(Unaudited)
($000's)
Equity Earnings in Altamira Project $ 866
Total Expenses -
-------
Net Income Before Tax 866
Income Tax Expense -
-------
Net Income $ 866
=======
CSW Vale L.L.C.
Statement of Income
For the Twelve Months Ended September 30, 1999
(Unaudited)
($000's)
Equity Earnings in Vale Paranapanema $ (986)
Expenses (3,908)
Other Income (Deductions) 8,760
--------
Net Income Before Tax 3,866
Income Tax Expense (3,864)
--------
Net Income $ 7,730
========
Chile Energy Holdings L.L.C.
Statement of Income
For the Twelve Months Ended September 30, 1999
(Unaudited)
($000's)
Dividend Income $ 598
Expenses 326
Other Income (Deductions) 231
------
Net Income Before Tax 503
Income Tax Expense 175
Net Income $ 328
======
Inversiones Sol Energia Chile Ltda.
Statement of Income
For the Twelve Months Ended September 30, 1999
(Unaudited)
($000's)
Dividend Income $ 2,119
Expenses 201
Other Income (Deductions) 88
--------
Net Income Before Tax 2,006
Income Tax Expense 703
Net Income $ 1,303
Frontera Generation Limited Partnership *
Statement of Income
For the Twelve Months Ended September 30, 1999
(Unaudited)
($000's)
Project Earnings $19,523
Operating Expenses (9,819)
Other Expenses (3,518)
---------
Net Income $ 6,186
=========
* The Frontera Project engaged in commercial operations on a limited basis
during the Third Quarter of 1999 and is expected to commence full
operation in early 2000.
