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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. January 1, 1999 to
CSW Energy, Inc. March 31, 1999
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 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, CSWE, 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 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 end of such quarter. For the Income
Statement of CSW International Two, Inc., refer to Exhibit I; for Newgulf
Power Venture, refer to Exhibit I-1; for Energia International, refer to
Exhibit J; for CSW Vale LLC , refer to Exhibit K; for Inversiones Sol
Energia Chile Ltda., refer to Exhibit L and for Frontera Generation LP,
refer to 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 International, Inc. has duly caused this report
to be signed on its behalf on this 26th day of May, 1999.
CSW International, Inc.
/s/ Sandra S. Bennett
Sandra S. Bennett
Controller
EXHIBIT A
CSW International, Inc.
Investments in Project Parents
For the Quarter Ended March 31, 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 Early Adoption of
Corp. SOP 98-5 $ (39)
Empresa de Electricidade Vale de CSW Vale, LLC CSW International, Inc. Amortization of
Paranapanema S.A. (Cayman) Development Costs (78)
South Coast Power Limited CSWI Europe CSW International, Inc. Investment/Development
Costs (5,756)
</TABLE>
EXHIBIT B
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
March 31, 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 129,133
Loan Notes 7 years 5.760% 2002 None pounds 18,033
Revolver 5 years 6.440% 2001 None pounds 65,000
Senior Notes 5 years 6.875% 2001 None $ 200,000
EXHIBIT C
CSW International, Inc.
Consolidated Balance Sheet
March 31, 1999
(Unaudited)
($000's)
ASSETS
Fixed Assets
Electric distribution plant $ 1,458,170
General plant 276,647
-----------
Total Electric Plant 1,734,817
Less - Accumulated depreciation (644,281)
-----------
Total Fixed Assets 1,090,536
Current Assets
Cash and cash equivalents 75,845
Short-term investments 33,958
Accounts receivable 350,006
Advances to affiliates 23
Inventories 61,985
Other current assets 5,121
-----------
Total Current Assets 526,938
Other Assets
Goodwill 1,352,803
Prepaid benefit costs 58,039
Equity investments and other 223,131
-----------
Total Other Assets 1,633,973
Total Assets $ 3,251,447
===========
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $ 1
Paid-in capital 829,000
Retained earnings 184,605
Minority interests 752
Foreign currency translation and other (43,363)
-----------
970,995
Long-term debt 1,122,040
Current Liabilities
Accounts payable 293,133
Advances from affiliates 242,006
Accrued interest payable 37,752
Loan notes 29,138
Accrued taxes payable 94,107
Customer prepayments 35,217
Other 20,165
-----------
751,518
Deferred Credits
Deferred tax liability 267,383
Other 139,511
-----------
Total Deferred Credits 406,894
===========
Total Capitalization and Liabilities $ 3,251,447
===========
EXHIBIT D
CSW International, Inc.
Statement of Income
For the Quarter Ended March 31, 1999
(Unaudited)
($000's)
Operating Revenues
Electric revenues $ 435,334
Other diversified 41,247
---------
476,581
---------
Operating Expenses
Cost of electric sales 300,881
General and administrative 72,978
Depreciation and amortization 27,115
Other diversified 21,407
---------
422,381
---------
Operating Income 54,200
Other Income and (Deductions)
Investment income 10,012
Interest income 4,849
Interest expense (31,596)
---------
(16,735)
---------
Income Before Income Taxes 37,465
---------
Provision for Income Taxes 10,588
Net Income $ 26,877
=========
EXHIBIT E
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended March 31, 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, Central and Southwest Corporation. No services provided by
Operating Companies are included in this category.
Salaries and wages of personnel providing services to
CSW International, Inc. $ 22,582
2. Services provided by CSW Energy, Inc., a subsidiary of Central and Southwest
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. $ 568,790
3. Services provided by Central and Southwest Operating Companies to Central and
Southwest Energy-Related Companies during the Quarter:
NONE
4. Guarantees issued by CSW, CSWE or CSWI for Exempt Entity projects:
Turkey Bid Bond $ 520,000
South Coast Project 30,631,800
EXHIBIT F
CENTRAL AND SOUTH WEST CORPORATION
AGGREGATE INVESTMENT IN EXEMPT ENTITIES
As of March 31, 1999
(UNAUDITED)
(millions)
Frontera $ 117.5
KVA 3.3
Newgulf 18.9
Enertek 36.8
Vale 183.1
Guna 0.4
Chile 114.2
SEEBOARD 829.0
----------
1,303.2
----------
Less Non-Recourse Funds from Operations
and Third Party Financing:
144a Bonds 200.0
SEEBOARD 160.6
Vale 8.5
Chile 5.3
----------
374.4
----------
Net Aggregate Investment $ 928.8
==========
EXHIBIT G
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of March 31, 1999
(UNAUDITED)
(millions)
Common stock $ 1,794
Preferred stock 176
Retained Earnings 1,726
---------
Total equity 3,696 38.17%
---------
Subsidiary obligated, mandatorily redeemable,
Trust preferred securities 335 3.46%
---------
Long-term debt 3,925
Long-term debt and preferred stock due within
twelve months 170
Short-term debt 960
Short-term debt - CSW Credit, Inc. 567
Loan Notes 29
---------
Total debt 5,651 58.37%
Total capitalization $ 9,682
=========
EXHIBIT H
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of March 31, 1999
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $1,823
Net income
CSW International Two, Inc. 27
Non-exempt entities 18
Deduct: Dividends paid (93)
=========
Retained Earnings at March 31, 1999 $1,775
=========
EXHIBIT I
CSW International Two, Inc.*
Statement of Income
For the Twelve Months Ended March 31, 1999
(Unaudited)
(millions)
Operating Revenues
Electric revenues $ 1,540
Other diversified 172
-----------
1,712
Operating Expenses
Cost of electric sales 1,033
General and administrative 265
Depreciation and amortization 98
Other diversified 109
-----------
1,505
Operating Income 207
-----------
Other Income and (Deductions)
Interest income 25
Interest expense (113)
-----------
(88)
-----------
Income Before Income Taxes 119
Provision for Income Taxes 9
-----------
Net Income $ 110
===========
* SEEBOARD plc is an indirect wholly owned subsidiary of CSW International
Two, Inc.
EXHIBIT I-1
NEWGULF POWER VENTURE
For the Twelve Months Ended March 31, 1999
Statement of Income
(Unaudited)
($000's)
Operating Revenues
Electric revenues $ 2,639
Operating Expenses 2,495
General & Administrative 151
Other Expenses 262
Depreciation & Amortization 556
Interest Expense 444
------------
Total Expenses 3,908
Income Before Income Taxes (1,269)
Provision for Income Taxes (431)
Net Income (Loss) $ (838)
============
EXHIBIT J
Energia International de CSW de SA de CV
Statement of Income
For Twelve Months Ended March 31, 1999
(Unaudited)
($000's)
Equity Earnings in Altamira Project $ 1,485
Total Expenses -
-------
Net Income Before Tax 1,485
Income Tax Expense 519
Net Income $ 966
=======
EXHIBIT K
CSW Vale LLC
Statement of Income
For Twelve Months Ended March 31, 1999
(Unaudited)
($000's)
Equity Earnings in Vale Project $ 3,534
Operating Expense 1,383
Other (Income) Deductions (34)
--------
Net Income Before Tax 2,185
Income Tax Expense 753
--------
Net Income $ 1,432
========
EXHIBIT L
Inversiones Sol Energia Chile Ltda.
Statement of Income
For Twelve Months Ended March 31, 1999
(Unaudited)
($000's)
Chilean Investment Earnings $ 856
Other Income (Deductions) 10
-----
Net Income Before Tax 866
Income Tax Expense 304
-----
Net Income $ 562
=====
EXHIBIT M
Frontera Generation LP *
Statement of Income
For Twelve Months Ended March 31, 1999
(Unaudited)
($000's)
Project Expenses $ (577)
-------
Net Income $ (577)
=======
* The Frontera Project is expected to commence full operation in late 1999.
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