CSW ENERGY INC
35-CERT, 1999-11-30
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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

CSW, Energy Inc                                         REPORT FOR PERIOD
CSW, International Inc.                                 July 1, 1999 to
Dallas, Texas  75202                                    September 30, 1999


File No.  070-9091                                      PURSUANT TO RULE 24


This report is filed under Rule 24 of the Public Utility  Holding Company Act of
1935 by CSW Energy,  Inc.  ("CSW  Energy"),  and CSW  International,  Inc. ("CSW
International").  The two companies are wholly owned subsidiaries of Central and
South West Corporation.

Under HCAR 35-26887,  CSW Energy and CSW  International  are authorized to enter
into  agreements  to  provide  energy-related   services  to  certain  associate
companies at fair market prices.

Attached is the information required pursuant to HCAR 35-26887.

(1)   Consolidated Balance Sheets for CSW Energy and CSW International as of the
      relevant quarter end. Refer to Exhibits A and B, respectively.

(2)   Consolidated  Statements  of  Income for CSW Energy and CSW  International
      for the twelve  months  ended as  of the relevant  quarter  end.  Refer to
      Exhibits C and D, respectively.

(3)   Name, owner, and  location of each qualifying facility,  independent power
      facility  and  foreign  utility  company  served  by  CSW  Energy  and CSW
      International  or  subsidiaries  thereof as specified  in HCAR  35-26887.
      None.

(4)   The  amount  of  compensation  received  from  each  qualifying  facility,
      independent power facility and foreign utility company. None.

(5)   Information on  intercompany  service  transactions  as specified  in HCAR
      35-26887  between  CSW Energy,  CSW  International  and  their  respective
      subsidiaries. None.



<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 and CSW  International  have duly  caused this
report to be signed on their behalf on this 22nd day of November, 1999.

                                                                CSW Energy, Inc.
                                                         CSW International, Inc.


                                                         /s/   Sandra S. Bennett
                                                               Sandra S. Bennett
                                                                      Controller



                                                                       Exhibit A
                                CSW Energy, Inc.
                                  Balance Sheet
                               September 30, 1999
                                   (Unaudited)
                                    ($000's)


Assets

Current Assets
   Cash and cash equivalents                                       $ 32,954
   Accounts receivable                                               27,174
   Prepaid expenses                                                   2,765
                                                                   --------

         Total current assets                                        62,893


Investments In and Advances to Energy Projects                      112,958

Notes Receivable - Affiliate                                          2,728

Notes Receivable                                                     64,909

Other Assets
  Construction in progress and project development costs            192,277
  Property, Plant, and Equipment, net                               183,062
  Other - net                                                        14,527
                                                                   --------

         Total other assets                                         389,866
                                                                   --------

            Total assets                                           $633,354
                                                                   ========


Liabilities and Shareholder's Equity

Current Liabilities
   Accounts payable                                                $ 18,932
   Accrued liabilities and other                                     15,626
                                                                   --------

         Total current liabilities                                   34,558

Long Term Debt                                                      348,918

Deferred Income Taxes                                                39,544

Other                                                                74,165
                                                                   --------

         Total liabilities                                          497,185


Minority Interest                                                    12,131

Shareholder's Equity
   Common stock                                                           1
   Additional paid-in-capital                                       108,139
   Accumulated retained earnings                                     15,898
                                                                   --------

         Total shareholder's equity                                 124,038
                                                                   --------

            Total liabilities and shareholder's equity             $633,354
                                                                   ========

                                                                       Exhibit B
                             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
                                                                ===========

                                                                       Exhibit C
                                CSW Energy, Inc.
                               Statement of Income
                 For the Twelve Months Ended September 30, 1999
                                   (Unaudited)
                                    ($000's)



OPERATING REVENUE:
          Electric revenues                                        $ 109,015
          Thermal revenues                                            42,322
          Equity in Income from energy projects                       12,607
          Operating and mantenance contract services                   8,204
          Construction contract revenue                               23,910
          Other                                                          630
                                                                   ---------
                  Total operating revenue                            196,688


OPERATING EXPENSES:
          Fuel                                                        82,372
          Operating, maintnance and supplies                          20,924
          Depreciation and amortization                                9,043
          Salaries, wages and benefits                                10,915
          Construction contract expenses                              17,400
          General and administrative                                  11,534
          Operating and maintenance contract services                  5,139
                                                                   ---------
                  Total operating expenses                           157,327

INCOME FROM OPERATIONS                                                39,361

OTHER INCOME (EXPENSE)
          Interest income                                              6,001
          Interest expense                                           (16,632)
          Other, net                                                  (2,108)
                                                                   ---------
                  Total other (expense)                              (12,739)

INCOME  BEFORE INCOME TAXES                                           26,622

PROVISION  FOR INCOME TAXES                                            9,616
                                                                   ---------

           Net income before change in accounting principle           17,006

EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                               5,203
                                                                   ---------

           Net income                                              $  11,803
                                                                   =========

                                                                       Exhibit D
                             CSW International, Inc.
                        Consolidated Statement of Income
                 For the Twelve Months Ended September 30, 1999
                                   (Unaudited)
                                    ($000's)


Operating Revenues
    Electric revenues                                           $ 1,492,669
    Other diversified                                               184,819
                                                                -----------

                                                                  1,677,488

Operating Expenses
    Cost of electric sales                                          968,271
    General and administrative                                      314,141
    Depreciation and amortization                                   110,407
    Other diversified                                               104,126
                                                                -----------

                                                                  1,496,945
                                                                -----------

Operating Income                                                    180,543

Other Income and (Deductions)
    Investment income                                                24,234
    Interest income                                                  24,919
    Interest expense                                               (121,825)
                                                                -----------

                                                                    (72,672)
                                                                -----------

Income Before Income Taxes                                          107,871

Provision for Income Taxes                                            9,763
                                                                -----------

Net Income                                                      $    98,108
                                                                ===========


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