CSW ENERGY INC
35-CERT, 1999-05-28
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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.  070-9091

      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. ("CSW  International"),  and CSW Energy,  Inc. (CSW Energy.) The latter two
companies are wholly owned subsidiaries of CSW.

Under HCAR  35-26887,  CSW and its  above-named  subsidiaries  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  preceding  the  relevant  quarter  end.  Refer to
      Exhibits C and D respectively.

(3)   Name,  owner,  and  location of each  Exempt  Project and QF served by CSW
      Energy and CSW International or subsidiaries thereof. None.

(4)   The amount of compensation received for each QF or Exempt Project.   None.

(5)   Information  on intercompany  service  transactions  with 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  International,  Inc.  and CSW  Energy,  Inc have duly
caused this report to be signed on its behalf on this 26th day of May 1999.



                                          CSW International, Inc.
                                          CSW Energy, Inc.



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


                                CSW Energy, Inc.
                                  Balance Sheet
                                 March 31, 1999
                                   (Unaudited)
                                    ($000's)


Assets

Current Assets
   Cash and cash equivalents                               $25,014
   Accounts receivable                                      12,924
   Prepaid expenses                                            699
                                                          ---------
          Total current assets                              38,637


Investments In and Advances to Energy Projects             113,867

Notes Receivable - Affiliate                                56,557

Notes Receivable                                            67,510

Other Assets
   Construction in progress and project development costs  124,300
   Property, Plant, and Equipment, net                     193,974
   Other                                                     9,983
                                                          ---------
          Total other assets                               328,257

             Total assets                                 $604,828
                                                          =========

Liabilities and Shareholder's Equity

Current Liabilities
   Accounts payable                                         $8,280
   Accrued liabilities and other                            12,826
                                                          ---------
          Total current liabilities                         21,106

Long Term Debt                                             348,897

Deferred Income Taxes                                       37,595

Other                                                       68,909
                                                          ---------
          Total liabilities                                476,507


Minority Interest                                           14,909

Shareholder's Equity
   Common stock                                                  1
   Additional paid-in-capital                              108,139
   Accumulated retained earnings                             5,272
                                                          ---------
          Total shareholder's equity                       113,412

             Total liabilities, shareholder's equity
              and minority interest                       $604,828
                                                          =========



                             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
                                                        ============


                                CSW Energy, Inc.
                        Consolidated Statement of Income
                   For the Twelve Months ended March 31, 1999
                                  (Unaudited)
                                    ($000's)


OPERATING REVENUE
   Equity in income from energy projects                      $14,880
   Electric and thermal revenue                               117,803
   Operation and maintenance services                           7,330
   Other                                                       15,408
                                                             ---------
         Total operating revenue                              155,421

OPERATING EXPENSES
   Salaries, wages, and benefits                                9,151
   Fuel expense                                                71,262
   Operation and maintenance services                          34,369
   General and administrative                                  23,733
                                                             ---------
         Total operating expenses                             138,515

Income from Operations                                         16,906

OTHER INCOME (EXPENSE)
   Interest income                                             27,414
   Interest expense                                           (36,831)
   Other, net                                                   2,926
                                                             ---------
         Total other income (expense)                          (6,491)

INCOME BEFORE INCOME TAXES                                     10,415

PROVISION FOR INCOME TAXES                                      6,239

         Net income (loss)                                    $ 4,176
                                                             =========


                             CSW International, Inc.
                        Consolidated Statement of Income
                   For the Twelve Months Ended March 31, 1999
                                   (Unaudited)
                                    ($000's)


Operating Revenues
    Electric revenues                                               $ 1,540,255
    Other diversified                                                   179,769
                                                                    -----------
                                                                      1,720,024

Operating Expenses
    Cost of electric sales                                            1,033,050
    General and administrative                                          274,881
    Depreciation and amortization                                        98,053
    Other diversified                                                   108,464
                                                                    -----------
                                                                      1,514,448

Operating Income                                                        205,576

Other Income and (Deductions)
    Investment income                                                    20,572
    Interest income                                                      21,167
    Interest expense                                                   (130,906)
                                                                    -----------
                                                                        (89,167)

Income Before Income Taxes                                              116,409

Provision for Income Taxes                                                5,069

Net Income                                                          $   111,340
                                                                    ===========


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