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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, 2000 to
CSW Energy, Inc. March 31, 2000
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 10%
Net Utility Plant 11%
Total Consolidated Assets 7%
Market Value of Common Equity 27%
(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.
101%
(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 17th day of May, 2000.
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 March 31, 2000
(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 $ (855)
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/Development 152
Costs
</TABLE>
CSW Energy, Inc./CSW International, Inc.
Non-recourse Indebtedness
March 31, 2000
(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 106,738
Loan Notes 7 years 4.260% 2002 None pounds 13,676
Revolver 5 years 5.810% 2001 None pounds 98,000
Senior Notes 5 years 6.875% 2001 None $ 200,000
Exhibit C
CSW International, Inc.
Consolidated Balance Sheet
March 31, 2000
(Unaudited)
($000's)
ASSETS
Fixed Assets
Electric distribution plant $ 1,516,339
General plant 373,266
------------
Total Electric Plant 1,889,605
Less - Accumulated depreciation (696,687)
------------
Total Fixed Assets 1,192,918
Current Assets
Cash and cash equivalents 116,249
Short-term investments 13,275
Accounts receivable 162,096
Notes receivable 54,886
Advances to affiliates 67
Inventories 14,861
Other current assets 49,130
------------
Total Current Assets 410,564
Other Assets
Goodwill 1,298,718
Prepaid benefit costs 57,280
Notes receivable 30,031
Equity investments and other 284,148
------------
Total Other Assets 1,670,177
Total Assets $ 3,273,659
============
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $ 1
Paid-in capital 829,000
Retained earnings 318,372
Minority interests -
Foreign currency translation and other (34,197)
------------
1,113,176
Long-term debt 1,179,272
Current Liabilities
Accounts payable 172,589
Advances from affiliates 184,071
Accrued interest payable 38,410
Loan notes 21,759
Accrued taxes payable 95,711
Customer prepayments 26,526
Other 137,895
------------
676,961
Deferred Credits
Deferred tax liability 276,897
Other 27,353
------------
Total Deferred Credits 304,250
------------
Total Capitalization and Liabilities $ 3,273,659
============
Exhibit D
CSW International, Inc.
Statement of Income
For the Quarter Ended March 31, 2000
(Unaudited)
($000's)
Operating Revenues
Electric revenues $ 386,745
Other diversified 98,509
-----------
485,254
-----------
Operating Expenses
Cost of electric sales 253,387
General and administrative 70,888
Depreciation and amortization 29,320
Other diversified 70,862
-----------
424,457
-----------
Operating Income 60,797
-----------
Other Income and (Deductions)
Investment income 8,024
Interest income 3,861
Interest expense (30,014)
-----------
(18,129)
-----------
Income Before Income Taxes 42,668
-----------
Provision for Income Taxes 12,289
-----------
Net Income $ 30,379
===========
Exhibit E
CSW International, Inc.
Intercompany Service Transactions
For the Quarter Ended March 31, 2000
(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. $ 28,934
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. $ 548,171
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 30,230,900
Exhibit F
CENTRAL AND SOUTH WEST CORPORATION
AGGREGATE INVESTMENT IN EXEMPT ENTITIES
March 31, 2000
(UNAUDITED)
(millions)
Sweeny Unit 4 $ 18.6
Frontera 185.2
Newgulf 19.4
South Coast Project 0.4
Enertek 34.5
Vale 182.8
Chile 114.2
SEEBOARD 829.0
--------------
1,384.1
--------------
Less Non-Recourse Funds from Operations
and Third Party Financing:
144a Bonds 200.0
SEEBOARD 171.8
Vale 10.6
Chile 6.5
--------------
388.9
--------------
Net Aggregate Investment $ 995.2
==============
Exhibit G
CENTRAL AND SOUTH WEST CORPORATION
CAPITALIZATION
As of March 31, 2000
(UNAUDITED)
(millions)
Common stock $ 1,796
Preferred stock 18
Retained earnings 1,852
Comprehensive income (38)
-----------
Total equity 3,628 36.47%
-----------
Subsidiary obligated, mandatorily redeemable,
Trust preferred securities 335 3.37%
-----------
Long-term debt 4,088
Long-term debt and preferred stock due within twelve months 216
Short-term debt 1,104
Short-term debt - CSW Credit, Inc. 556
Loan Notes 22
----------
Total debt 5,986 60.17%
Total capitalization $ 9,949
===========
Exhibit H
CENTRAL AND SOUTH WEST CORPORATION
CONSOLIDATED RETAINED EARNINGS
As of March 31, 2000
(UNAUDITED)
(millions)
Retained Earnings at Beginning of Year $1,906
Net income
CSW International Two, Inc. 31
CSW Vale, L.L.C. 1
Non-exempt entities 6
Deduct: Dividends paid and other (92)
----------
Retained Earnings at March 31, 2000 $1,852
==========
Exhibit I
CSW International Two, Inc.*
Statement of Income
For the Twelve Months Ended March 31, 2000
(Unaudited)
(millions)
Operating Revenues
Electric revenues $ 1,433
Other diversified 281
--------------
1,714
Operating Expenses
Cost of electric sales 914
General and administrative 250
Depreciation and amortization 129
Other diversified 221
--------------
1,514
Operating Income 200
--------------
Other Income and (Deductions)
Investment Income 33
Interest income 7
Interest expense (104)
--------------
(64)
--------------
Income Before Income Taxes 136
Provision for Income Taxes 19
--------------
Net Income $ 117
==============
* 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 March 31, 2000
Statement of Income
(Unaudited)
($000's)
Operating Revenues
Electric revenues $ 6,610
--------------
Operating Expenses 2,708
General & Administrative 124
Other Expenses 258
Depreciation & Amortization 411
Interest Expense 344
--------------
Total Expenses 3,845
Income Before Income Taxes 2,765
Provision for Income Taxes 968
--------------
Net Income (Loss) $ 1,797
==============
Exhibit J
Energia International de CSW, S.A .de C.V.
Statement of Income
For the Twelve Months Ended March 31, 2000
(Unaudited)
($000's)
Equity Earnings in Altamira Project $ 1,330
Total Expenses -
---------
Net Income Before Tax 1,330
Income Tax Expense (34)
---------
Net Income $ 1,364
=========
Exhibit K
CSW Vale L.L.C.
Statement of Income
For the Twelve Months Ended March 31, 2000
(Unaudited)
($000's)
Equity Earnings in Vale Paranapanema $ -
Expenses (300)
Other Income (Deductions) 6,508
-------
Net Income Before Tax 6,208
Income Tax Expense 2,135
-------
Net Income $ 4,073
=======
Exhibit L
Chile Energy Holdings L.L.C.
Statement of Income
For the Twelve Months Ended March 31, 2000
(Unaudited)
($000's)
Dividend Income $ 68
Expenses (159)
Other Income (Deductions) 200
-------
Net Income Before Tax 109
Income Tax Expense (1)
Net Income $ 110
=======
Exhibit L-1
Inversiones Sol Energia Chile Ltda.
Statement of Income
For the Twelve Months Ended March 31, 2000
(Unaudited)
($000's)
Dividend Income $ 1,262
Expenses (92)
Other Income (Deductions) 166
--------
Net Income Before Tax 1,336
Income Tax Expense 468
Net Income $ 868
========
Exhibit M
Frontera Generation Limited Partnership *
Statement of Income
For the Twelve Months Ended March 31, 2000
(Unaudited)
($000's)
Project Earnings $25,481
Operating Expenses (16,609)
Other Expenses (2,966)
---------
Net Income $ 5,906
=========
* 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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