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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. October 1, 1999 to
CSW Energy, Inc. December 31, 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 26%
(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.
117%
(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 18th day of February, 2000.
CSW International, Inc.
CSW Energy, Inc.
/s/ Sandra S. Bennett
Sandra S. Bennett
Controller
Exhibit A
CSW International, Inc.
Investments in Project Parents
For the Quarter Ended December 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. CSW International, Inc. Central and South West Corp Return of Principle $ (963)
de C.V.
Empresa de Electricidade Vale de CSW Vale, LLC CSW International, Inc. Amortization of (75)
Paranapanema S.A. (Cayman) Development Costs
South Coast Power Limited CSWI Europe CSW International, Inc. Investment/Develop- (169)
ment Costs
STI Power India Ltd. Tenaska CSW International CSW International Energy Development Costs (375)
Ltd. Development Ltd.
</TABLE>
Exhibit B
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
December 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 112,633
Loan Notes 7 years 4.260% 2002 None pounds 14,739
Revolver 5 years 5.810% 2001 None pounds 84,500
Senior Notes 5 years 6.875% 2001 None $ 200,000
Exhibit C
CSW International, Inc.
Consolidated Balance Sheet
December 31, 1999
(Unaudited)
($000's)
ASSETS
Fixed Assets
Electric distribution plant $ 1,518,137
General plant 378,935
-----------
Total Electric Plant 1,897,072
Less - Accumulated depreciation (695,324)
-----------
Total Fixed Assets 1,201,748
Current Assets
Cash and cash equivalents 97,407
Short-term investments 16,951
Accounts receivable 131,148
Notes receivable 53,337
Advances to affiliates 93
Inventories 12,619
Other current assets 74,967
-----------
Total Current Assets 386,522
Other Assets
Goodwill 1,330,104
Prepaid benefit costs 58,255
Notes receivable 30,865
Equity investments and other 283,901
-----------
Total Other Assets 1,703,125
Total Assets $ 3,291,395
===========
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $ 1
Paid-in capital 829,000
Retained earnings 270,623
Minority interests 1,786
Foreign currency translation and other (13,778)
-----------
1,087,632
Long-term debt 1,176,473
Current Liabilities
Accounts payable 210,280
Advances from affiliates 180,199
Accrued interest payable 28,431
Loan notes 23,851
Accrued taxes payable 91,244
Customer prepayments 26,362
Other 84,083
-----------
644,450
Deferred Credits
Deferred tax liability 294,018
Other 88,822
-----------
Total Deferred Credits 382,840
-----------
Total Capitalization and Liabilities $ 3,291,395
===========
Exhibit D
CSW International, Inc.
Statement of Income
For the Quarter Ended December 31, 1999
(Unaudited)
($000's)
Operating Revenues
Electric revenues $ 423,819
Other diversified 90,241
----------
514,060
----------
Operating Expenses
Cost of electric sales 289,082
General and administrative 25,832
Depreciation and amortization 42,874
Other diversified 97,053
----------
454,841
----------
Operating Income 59,219
----------
Other Income and (Deductions)
Investment income 15,459
Interest income 4,181
Interest expense (26,522)
----------
(6,882)
----------
Income Before Income Taxes 52,337
----------
Provision for Income Taxes 3,126
----------
Net Income $ 49,211
==========
Exhibit E
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended December 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, 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.
$16,837
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.
$577,212
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 31,300,600
Exhibit F
CENTRAL AND SOUTH WEST CORPORATION
AGGREGATE INVESTMENT IN EXEMPT ENTITIES
As of Decembe 31, 1999
(UNAUDITED)
(millions)
Frontera $ 179
Newgulf 19
Enertek 33
Vale 183
Chile 114
SEEBOARD 829
------------
1,357
------------
Less Non-Recourse Funds from Operations
and Third Party Financing:
144a Bonds 200
SEEBOARD 172
Vale 11
Chile 6
------------
389
------------
Net Aggregate Investment $ 968
============
Exhibit G
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of December 31, 1999
(UNAUDITED)
(millions)
Common stock $ 1,795
Preferred stock 18
Retained earnings 1,906
Comprehensive income (18)
---------
Total equity 3,701 36.15%
---------
Subsidiary obligated, mandatorily redeemable,
Trust preferred securities 335 3.27%
---------
Long-term debt 3,821
Long-term debt and preferred stock due within twelve montths 256
Short-term debt 1,346
Short-term debt - CSW Credit, Inc. 754
Loan Notes 24
---------
Total debt 6,201 60.57%
Total capitalization $ 10,237
=========
Exhibit H
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of December 31, 1999
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $1,823
Net income
CSW International Two, Inc. 114
Newgulf Power Venture 2
Energia International de CSW, S.A. de C.V. 1
CSW Vale, L.L.C. 5
Chile Energy Holdings, L.L.C. (12)
Inversiones Sol Energia Chile Ltda. 1
Frontera Generation L.P. 6
Non-exempt entities 344
Deduct: Dividends paid and other (378)
---------
Retained Earnings at September 30, 1999 $1,906
=========
Exhibit I
CSW International Two, Inc.*
Statement of Income
For the Twelve Months Ended December 31, 1999
(Unaudited)
(millions)
Operating Revenues
Electric revenues $ 1,482
Other diversified 224
-----------
1,706
Operating Expenses
Cost of electric sales 961
General and administrative 251
Depreciation and amortization 127
Other diversified 173
-----------
1,512
Operating Income 194
-----------
Other Income and (Deductions)
Investment Income 35
Interest income 6
Interest expense (105)
-----------
(64)
-----------
Income Before Income Taxes 130
Provision for Income Taxes 16
-----------
Net Income $ 114
===========
* 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 December 31, 1999
Statement of Income
(Unaudited)
($000's)
Operating Revenues
Electric revenues $ 6,610
------------
Operating Expenses 2,648
General & Administrative 118
Other Expenses 253
Depreciation & Amortization 412
Interest Expense 376
------------
Total Expenses 3,807
Income Before Income Taxes 2,803
Provision for Income Taxes 981
------------
Net Income (Loss) $ 1,822
============
Exhibit J
Energia International de CSW, S.A .de C.V.
Statement of Income
For the Twelve Months Ended December 31, 1999
(Unaudited)
($000's)
Equity Earnings in Altamira Project $ 1,090
Total Expenses -
--------
Net Income Before Tax 1,090
Income Tax Expense -
--------
Net Income $ 1,090
========
Exhibit K
CSW Vale L.L.C.
Statement of Income
For the Twelve Months Ended December 31, 1999
(Unaudited)
($000's)
Equity Earnings in Vale Paranapanema $ -
Expenses (303)
Other Income (Deductions) 7,734
------
Net Income Before Tax 7,431
Income Tax Expense 2,563
------
Net Income $ 4,868
======
Exhibit L
Chile Energy Holdings L.L.C.
Statement of Income
For the Twelve Months Ended December 31, 1999
(Unaudited)
($000's)
Dividend Income $ -
Expenses (276)
Other Income (Deductions) 190
--------
Net Income Before Tax (86)
Income Tax Expense (74)
Net Income $ (12)
========
Exhibit L-1
Inversiones Sol Energia Chile Ltda.
Statement of Income
For the Twelve Months Ended December 31, 1999
(Unaudited)
($000's)
Dividend Income $ 2,119
Expenses (197)
Other Income (Deductions) 127
--------
Net Income Before Tax 2,049
Income Tax Expense 718
--------
Net Income $ 1,331
========
Exhibit M
Frontera Generation Limited Partnership *
Statement of Income
For the Twelve Months Ended December 31, 1999
(Unaudited)
($000's)
Project Earnings $19,522
Operating Expenses (10,191)
Other Expenses (3,582)
---------
Net Income $ 5,749
=========
* The Frontera Project engaged in commercial operations on a limited basis
during Fiscal 1999 and is expected to commence full operation in early
2000.
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