UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended November 30, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to _______________________ Commission file number 1-3789 SOUTHWESTERN PUBLIC SERVICE COMPANY (Exact name of registrant as specified in its charter) New Mexico 75-0575400 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Tyler at Sixth, Amarillo, Texas 79101 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code (806) 378-2121 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ As of January 10, 1997, 40,917,908 shares of the Company's common stock were outstanding. SOUTHWESTERN PUBLIC SERVICE COMPANY FORM 10-Q For the Quarter Ended November 30, 1996 TABLE OF CONTENTS Page PART I. Financial Information Condensed Consolidated Balance Sheets at November 30, 1996 and August 31, 1996 Condensed Consolidated Statements of Earnings for the three and twelve months ended November 30, 1996 and November 30, 1995 Condensed Consolidated Statements of Cash Flows for the three and twelve months ended November 30, 1996 and November 30, 1995 Notes to Condensed Consolidated Financial Statements Independent Accountants' Report Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. Other Information Signatures Exhibit 12. Statement of Computation of Ratio of Earnings FORWARD LOOKING INFORMATION Certain matters discussed in this 10-Q are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "believes," "anticipates," "expects" or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements. Such statements address future events and conditions concerning capital expenditures, earnings, litigation, rate and other regulatory matters, the pending Merger, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those currently anticipated in such statements, by reason of factors such as electric utility restructuring, including the ongoing state and federal activities; future economic conditions; developments in the legislative, regulatory and competitive markets in which the Company operates; and other circumstances affecting anticipated revenues and costs. PART I. FINANCIAL INFORMATION SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Balance Sheets Assets November 30, August 31, 1996 1996 (Unaudited) (In Thousands) Utility plant: Utility plant in service ........................ $ 2,510,014 $ 2,484,025 Accumulated depreciation ........................ (926,055) (911,422) Net plant in service ................... 1,583,959 1,572,603 Construction work in progress ................... 74,404 49,143 Net utility plant ...................... 1,658,363 1,621,746 Nonutility property and investments ...................... 71,401 71,855 Current assets: Cash and temporary investments .................. 20,651 31,223 Accounts receivable, net ........................ 63,921 77,959 Undercollected fuel and purchased power cost, net 11,253 7,193 Accrual for unbilled revenues ................... 19,744 23,152 Materials and supplies, at average cost ......... 20,082 21,513 Prepayments and other current assets ............ 6,288 7,452 Total current assets ................... 141,939 168,492 Deferred debits .......................................... 147,018 135,724 Total assets ........................... $ 2,018,721 $ 1,997,817 Continued . . . See accompanying notes to condensed consolidated financial statements. SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Balance Sheets Capitalization and Liabilities November 30, August 31, 1996 1996 (Unaudited) (In Thousands) Capitalization: Common stock, $1 par value, authorized - 100,000,000 shares; issued and outstanding - 40,917,908 shares ............ $ 40,918 $ 40,918 Premium on capital stock ....................................... 307,484 307,484 Retained earnings .............................................. 385,682 386,717 Total common shareholders' equity ................... 734,084 735,119 SPS Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trust holding solely Subordinated Debentures of SPS 100,000 - Long-term debt ................................................. 620,402 622,931 Total capitalization ................................ 1,454,486 1,358,050 Current liabilities: Short-term debt ................................................ 53 69,624 Current maturities of long-term debt ........................... 15,231 15,176 Accounts payable ............................................... 17,493 15,979 Interest accrued ............................................... 17,082 10,962 Fuel and purchased power expense accrued ....................... 36,579 46,396 Taxes accrued .................................................. 29,384 32,486 Dividends payable on common stock .............................. 22,505 22,505 Other current liabilities ...................................... 40,229 43,441 Total current liabilities ........................... 178,556 256,569 Deferred credits: Deferred income taxes .......................................... 367,619 365,911 Unamortized investment tax credits ............................. 5,740 5,803 Other .......................................................... 12,320 11,484 Total deferred credits .............................. 385,679 383,198 Total capitalization and liabilities ................ $2,018,721 $1,997,817 See accompanying notes to condensed consolidated financial statements. SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Statements of Earnings (Unaudited) Three Months Ended Twelve Months Ended 11-30-96 11-30-95 11-30-96 11-30-95 (In Thousands, Except Per Share Amounts) Operating revenues ................................ $ 214,381 $ 200,957 $ 912,821 $ 847,823 Operating expenses: Operation: Fuel ............................ 100,466 89,450 428,039 375,476 Purchased power ................. 3,289 1,438 19,862 5,579 Other ........................... 27,228 26,935 109,926 107,911 Maintenance .............................. 8,525 7,234 33,825 28,382 Depreciation and amortization ............ 17,101 16,388 66,161 62,166 Taxes other than property and income taxes 5,580 5,277 21,412 19,590 Property taxes ........................... 5,801 5,678 23,594 23,843 Income taxes ............................. 11,680 13,165 57,863 64,338 Total operating expenses 179,670 165,565 760,682 687,285 Operating income .................................. 34,711 35,392 152,139 160,538 Other income, net: Income taxes ............................. (611) (1,117) (5,443) (4,670) Other, net ............................... 966 (119) 9,571 8,562 Total other income, net 355 (1,236) 4,128 3,892 Interest charges .................................. 12,724 10,988 51,322 42,953 Preferred stock dividends of subsidiary ........... 872 - 872 - Net earnings ...................................... 21,470 23,168 104,073 121,477 Dividends on cumulative preferred stock ........... - 1,219 1,274 4,878 Earnings applicable to common stock ............... $ 21,470 $ 21,949 $ 102,799 $ 116,599 Earnings per common share* ........................ $ .52 $ .54 $ 2.51 $ 2.85 Weighted average shares outstanding ............... 40,918 40,918 40,918 40,918 Dividends declared per common share ............... $ .55 $ .55 $ 2.20 $ 2.20 ( ) Denotes deduction. *Based on weighted average shares outstanding. See accompanying notes to condensed consolidated financial statements. Certain 1995 amounts have been reclassified to conform to the 1996 presentation. SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended Twelve Months Ended 11-30-96 11-30-95 11-30-96 11-30-95 (In Thousands) Operating Activities: Cash received from customers .......................................... $ 227,526 $ 225,264 $ 888,378 $ 835,409 Cash paid to suppliers and employees .................................. (149,325) (128,683) (584,764) (503,790) Interest paid ......................................................... (7,398) (4,154) (51,370) (41,986) Income taxes paid ..................................................... (13,000) (19,205) (49,220) (58,283) Taxes other than income taxes paid .................................... (10,330) (9,248) (46,682) (42,087) Other operating cash receipts and payments, net ....................... (9,493) 441 (2,691) 11,007 Net cash provided by operating activities ....... 37,980 64,415 153,651 200,270 Investing Activities: Construction expenditures ............................................. (54,456) (32,991) (133,451) (105,507) Nonutility property and investments ................................... 454 (1,134) (180) (27,993) Acquisitions .......................................................... - (29,200) - (29,200) Net cash used in investing activities ........... (54,002) (63,325) (133,631) (162,700) Financing Activities: Issuance of long-term debt ............................................ 82,300 - 142,300 76,204 Issuance of SPS Obligated Mandatorily Redeemable Preferred Securities ................................................ 100,000 - 100,000 - Retirement of long-term debt .......................................... (84,774) (1,645) (87,574) (18,375) Change in short-term debt ............................................. (69,571) - 53 - Redemption of cumulative preferred stock .............................. - - (75,434) - Dividends paid (common and preferred) ................................. (22,505) (23,724) (91,295) (94,898) Net cash used in financing activities ........... 5,450 (25,369) (11,950) (37,069) Net Increase (Decrease) in Cash and Temporary Investments ...................... (10,572) (24,279) 8,070 501 Cash and Temporary Investments at Beginning of Period .......................... 31,223 36,860 12,581 12,080 Cash and Temporary Investments at End of Period ................................ $ 20,651 $ 12,581 $ 20,651 $ 12,581 Reconciliation of Net Earnings to Net Cash Provided by Operating Activities: Net earnings ................................................. $ 21,470 $ 23,168 $ 104,073 $ 121,477 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation ........................................ 17,101 16,388 66,161 62,166 Deferred income taxes and investment tax credits .... 3,445 3,074 16,543 10,122 Allowance for equity funds used during construction . (175) (60) (174) (245) Cash flows impacted by changes in: Accounts receivable ................................. 14,038 18,394 (9,053) (1,121) Accrual for unbilled revenues ....................... 3,408 7,339 1,543 (9,821) Materials and supplies .............................. 1,431 1,112 453 (924) Accounts payable .................................... 1,514 4,723 583 6,029 Fuel and purchased power expense accrued ............ (9,817) (10,587) 7,002 921 Taxes accrued ....................................... (3,102) (6,289) (4,084) 2,022 Undercollected fuel and purchased power cost, net ... (4,060) (1,165) (16,057) (536) Other, net .......................................... (7,273) 8,318 (13,339) 10,180 Net cash provided by operating activities ...... $ 37,980 $ 64,415 $ 153,651 $ 200,270 See accompanying notes to condensed consolidated financial statements. SOUTHWESTERN PUBLIC SERVICE COMPANY Notes to Condensed Consolidated Financial Statements (Unaudited) (1) Interim periods. The results of operations for the interim periods are not necessarily an indication of the expected results for the fiscal year due to the seasonal nature of Southwestern Public Service Company's (the Company) business. The unaudited condensed consolidated financial statements included herein were prepared from the books of the Company in accordance with generally accepted accounting principles and reflect all adjustments (none of which are other than normal recurring adjustments) which are, in the opinion of management, necessary to provide a fair statement of the results of operations and financial position for the interim periods. Such financial statements generally conform to the presentation reflected in the Company's Annual Report to Stockholders. The current interim period reported herein is included in the fiscal year subject to independent audit at the end of the year. (2) Income taxes. The components of income tax expense (benefit) are as follows: Three Months Ended Twelve Months Ended 11-30-96 11-30-95 11-30-96 11-30-95 (In Thousands) Taxes on operating income: Federal-current ........... $ 7,997 $ 9,518 $ 38,138 $ 51,188 Federal-deferred .......... 3,668 3,287 17,678 11,468 Investment tax credits .... (62) (62) (250) (250) State-current ............. 77 422 2,297 1,932 11,680 13,165 57,863 64,338 Taxes on other income: Federal-current ........... 765 1,262 6,279 5,735 Federal-deferred .......... (161) (151) (884) (1,096) State-current ............. 7 6 48 31 611 1,117 5,443 4,670 Total income taxes ..... $ 12,291 $ 14,282 $ 63,306 $ 69,008 (3) Merger with Public Service Company of Colorado (PSCo). The Company and Denver-based PSCo entered into a definitive merger agreement (the Merger) on August 22, 1995, to form a registered public utility holding company named New Century Energies, Inc., which will be the parent company for the Company and PSCo. The transaction is subject to various conditions, including receipt of the approval of or the taking of other action by the Securities and Exchange Commission, the Federal Trade Commission, the Department of Justice, the Nuclear Regulatory Commission, the Federal Energy Regulatory Commission (FERC), and the state public utility commissions in Texas, Colorado, New Mexico, Wyoming, and Kansas. (See GENERAL. Merger Agreement in the Company's 1996 Annual Report on Form 10-K.) The Merger, with a targeted completion date in the spring of 1997, is conditioned on qualifying as a tax-free reorganization and being accounted for as a pooling of interests. (4) Issuance of securities. The Company redeemed in September 1996, the $25,000,000 6-1/2% pollution control revenue bonds (PCRBs) due 2004 and the $32,300,000 6-5/8% PCRBs due 2009 and replaced these series in September 1996, with $57,300,000 5-3/4% PCRBs due 2016. In October 1996, the Company called its $25,000,000 principal amount of 13-1/2% PCRBs and issued $25,000,000 of new variable rate PCRBs. In connection with the new issuance of variable rate PCRBs, the Company has an interest rate swap agreement, which, in effect, fixes the interest rate on a $25,000,000 notional amount at 6.435%. Amounts paid or received under this agreement are accrued as interest rates change and are recognized over the life of the agreement as an adjustment to interest expense. The Company is exposed to interest rate risk in the event of nonperformance by the counterparty; however, the Company does not anticipate such nonperformance. In October 1996, Southwestern Public Service Capital I, a wholly owned trust, issued in a public offering $100,000,000 of its 7.85% Trust Preferred Securities, Series A. The sole asset of the trust is $103,000,000 principal amount of the Company's 7.85% Deferrable Interest Subordinated Debentures, Series A due September 1, 2036. The funds from this financing were used to reduce short-term debt. (5) Rate and regulatory matters. The Company may effect changes in its rates only as approved by the regulatory authorities governing its jurisdictions. Amounts ultimately realized will differ from amounts approved because kilowatt-hour sales and other factors will vary from those used in rate proceedings. A Public Utility Commission of Texas (PUCT) substantive rule requires periodic examination of the Company's fuel and purchased power costs, the efficiency of the use of such fuel and purchased power, fuel acquisition and management policies and purchase power commitments. On May 1, 1995, the Company filed with the PUCT a petition for a fuel reconciliation for the months of January 1992 through December 1994. A hearing was held in September 1995, and in January 1996 an order was issued which required the Company to make a $3.9 million fuel refund consisting of $2.1 million of overrecovered fuel costs and $1.8 million of disallowed fuel costs for the period. This refund was made in April 1996. Additionally, the order required the Company to flow through to customers 100% of margins from non-firm off-system opportunity sales as of January 1995. Prior PUCT rulings had allowed the Company to retain 25% of these margins. The 100% flow through is required by PUCT rules, absent rule waiver. The Company filed a motion for rehearing on January 25, 1996. The PUCT issued an order on March 14 denying rehearing on the fuel disallowance (which was adjusted to $1.9 million), and ordered the flow through of 100% of the margin effective with the first billing cycle after the date of the order. On May 24, 1996, the Company filed an appeal in the Travis County District Court on the PUCT's decision with respect to the $1.9 million of disallowed fuel costs in which the hearing of merits was held on November 1, 1996. The District Court upheld the PUCT's decision on the disallowed fuel costs. It is anticipated that the District Court decision will be appealed to the Texas Court of Appeals. The ultimate outcome of this matter will not significantly affect consolidated financial results. Currently the Company has approximately $11 million in underrecovered fuel costs and has filed with the PUCT for a change in the fuel factors. Settlement was made with the PUCT and intervening parties, and the fuel factors were interimly approved and are now in effect. On December 19, 1989, the FERC issued its final order regarding the 1985 rate case. The Company appealed certain portions of the order that related to recognition in rates of the reduction of the federal income tax rate from 46% to 34%. The United States Court of Appeals for the District of Columbia Circuit remanded the case, directing the FERC to reconsider the Company's claim of an offsetting cost and limiting the FERC's actions. The FERC issued its Order on Remand in July 1992, required filings were made and a hearing was completed in February 1994. In October 1994, the administrative law judge issued a favorable initial decision that, if approved by the FERC, would result in a substantial recovery by the Company. Negotiated settlements with the Company's partial requirements customers and TNP were approved by the FERC in July 1993 and September 1993, respectively, and the Company received approximately $2,800,000, including interest. In a settlement with the Company's New Mexico cooperative customers the Company received approximately $7,000,000, including interest. The FERC approved this settlement in July 1995. Resolutions of these matters with the remaining wholesale customers, Golden Spread member cooperatives and Lyntegar Electric Cooperative, have not been reached. The Company cannot reasonably estimate the remaining amount recoverable from these proceedings; however, a favorable resolution could materially improve consolidated earnings in the year in which it is resolved. (6) Other events. As discussed in the Company's 1996 Annual Report on Form 10-K under BUSINESS. Nonutility Businesses, Quixx Corporation, a wholly owned subsidiary of the Company, holds a 49% limited partnership interest in BCH Energy Limited Partnership which owns a waste-to-energy cogeneration facility located near Fayetteville, North Carolina. Limited commercial operation of the BCH project began in June 1996; however, the facility has not achieved the expected performance level. Quixx is currently negotiating with the project debt and equity holders concerning the restructuring of the project to achieve the required improvements on economically viable terms. Should it not be possible to economically complete the necessary improvements, Quixx may be required to write off a portion or all of its investment of approximately $15,000,000 in this project. The resolution of this matter could adversely affect consolidated earnings for the year. The banks providing the debt financing to the project have withheld funds for the BCH project and for the construction of the companion Carolina project discussed in such Form 10-K and construction of the Carolina project has been suspended. Quixx is also in negotiations concerning the viability of the Carolina project and the restoration of the funding for its construction. The Company was named as a defendant in a case entitled Thunder Basin Coal Co. v. Southwestern Public Service Co., No. 93-CV-304B (D. Wyo.). (See ITEM 3. LEGAL PROCEEDINGS in the Company's 1996 Annual Report on Form 10-K.) On November 1, 1994, the jury returned a verdict in favor of Thunder Basin and awarded them damages of approximately $18,800,000. The Company appealed the judgement to the Tenth Circuit Court of Appeals and on January 7, 1997, that Court found in favor of Thunder Basin and upheld the $18,800,000 judgement. The Company is considering a motion for rehearing. Management believes that the payment would be recoverable from ratepayers, although any such recovery would be subject to regulatory review. Therefore, management believes that the ultimate resolution will not have a material adverse effect on the Company's consolidated financial statements. (7) General. See note (1) of Notes to Consolidated Financial Statements in the Company's 1996 Annual Report on Form 10-K for a summary of the Company's significant accounting policies. Independent Accountant's Report Southwestern Public Service Company: We have reviewed the accompanying condensed consolidated balance sheet of Southwestern Public Service Company and subsidiaries as of November 30, 1996, and the related condensed consolidated statements of earnings and cash flows for the three-month and twelve-month periods ended November 30, 1996 and 1995. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet and statement of capitalization of Southwestern Public Service Company and subsidiaries as of August 31, 1996, and the related consolidated statements of earnings, common shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated October 10, 1996, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of August 31, 1996, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Deloitte & Touche LLP January 10, 1997 Dallas, Texas MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Operating Revenues and Kilowatt-Hour Sales Substantially all of the Company's operating revenues result from the sale of electric energy. The principal factors determining revenues are the amount and price per unit of energy sold. The following table describes the principal components of changes in revenues. Increase (Decrease) From Corresponding Prior Period Three Months Twelve Months Ended Ended 11-30-96 11-30-96 (Dollars In Thousands) Estimated effect on revenues of variations in: Kilowatt-hour (kwh) sales* .................... $ (711) $ 37,408 Rates .......................................... 3,490 (9,441) Fuel and purchased power cost recovery ......... 8,325 31,747 Subtotal ............................ 11,104 59,714 Non-firm kwh sales ............................. 2,320 5,284 Total revenue increase ............... $ 13,424 $ 64,998 Increase in kwh sales* (in millions) .................. 52 805 Increase (decrease) in non-firm kwh sales (in millions) 132 (45) * Comprised of retail and wholesale excluding economy and interruptible (non-firm) wholesale kwh sales. Variations in Kwh Sales. The revenue increases for the twelve-month period was due primarily to increased Kwh sales to all retail (ultimate) customers and to rural electric cooperatives (RECs) due primarily to a hotter than normal late spring and early summer. These conditions increased air conditioning load for the twelve-month period. Contributing to the increase were kwh sales resulting from the acquisition of electric properties in the Texas Panhandle from Texas-New Mexico Power Company (TNP). The decrease for the quarter is primarily due to a significant decline in firm sales to firm municipal customers including the Texas cities of Lubbock, Brownfield, Tulia and Floydada. These customers purchased available non-firm power from the Company and others. Although kwh sales increased modestly in the quarter, the migration of these customer purchases to the lower priced non-firm power caused a decline in revenues that was not offset by the increased level of sales. Variations in Rates. Increased revenues for the three-month period are due primarily to increased demand charges per kwh received from certain wholesale customers. The decreases for the twelve-month period are primarily the result of last year's settlement of the 1985 Federal Energy Regulatory Commission (FERC) rate case with the Company's New Mexico wholesale REC customers. This settlement contributed increased revenues of approximately $4.0 million (and interest of $3.0 million that is included in other income). Interruptible rates available to certain classes of retail customers were approved and implemented in Texas and New Mexico in 1996 which acted to lower related revenues for both periods. The Company sought approval to put into effect these new rates in compliance with settlement agreements in the 1993 and 1994 rate cases in Texas and New Mexico, respectively, and to respond to generation resource capacity needs. Variations in Fuel and Purchased Power Cost Recovery. Revenue increases for the three- and twelve-month periods are due to increased gas and coal costs. Variations in Non-Firm Kwh Sales. The amount of revenues arising from non-firm sales is dependent, in large part, upon the amount and cost of power available to the Company for sale, the demand for power, the availability of competing hydroelectric power from the Northwest and generation from major plants in the West. The increases for the three- and twelve-month periods are due primarily to increased fuel charges included in the non-firm kwh sales. Additionally, interruptible sales to Public Service Company of New Mexico increased for both periods because of an increased demand for power. Operating Expenses and Non-Operating Items Operating Expenses. Fuel and purchased power expense comprised 57.7% and 58.9% of total operating expenses for the three and twelve months ended November 30, 1996, respectively. When compared to the corresponding periods last year, these expenses increased $12.9 million, or 14.2%, and $66.8 million, or 17.5%, for the three- and twelve-month periods respectively. Increased fuel costs, primarily gas costs, caused increases in both periods. Fuel expense (excluding purchased power expense), per net kwh generated, increased from 1.83 to 2.01 cents and from 1.78 to 2.02 cents for the respective three- and twelve-month periods due to higher natural gas and coal costs. Total operating expenses, excluding fuel and purchased power, increased $1.2 million, or 1.7%, for the three-month period, and increased $6.6 million, or 2.1%, for the twelve-month period. The increase in the three-month period was due primarily to steam production maintenance expenses. Additionally, a decline in taxable income lowered taxes in the current period. The increase in the twelve-month period was due primarily to increased steam production maintenance expense and expenses associated with the acquisition of the TNP electric properties. Maintenance expenses were higher due to the normal recurring eighteen-month repair cycle and additional cooling tower maintenance costs. Other Income. Other income increased for the three-month period due primarily to reduced taxes and merger and business integration expenses as well as slightly increased subsidiary earnings. Other income during the twelve-month period was favorably impacted by the approximate $7.7 million after-tax gain on the sale of certain water rights by Quixx Corporation. The gain was offset by increased merger and business integration expenses of approximately $5.4 million. The Company reclassified these expenses from operating expenses to other income to conform with a FERC order. Other income was favorably impacted in the prior twelve-month period by the approximate $3.0 million of interest arising from the rate case settlement with New Mexico wholesale customers. Earnings Current earnings applicable to common stock declined for both periods in part because of increased interest expense due to increased long-term and short-term debt. These higher levels of debt were caused by the retirement of preferred stock, the 1995 acquisition of electric properties from TNP and increased construction expenditures. Twelve-month earnings were positively affected by the sale of a portion of underground water rights held by Quixx that added 19 cents per share. However, these earnings were adversely affected by merger-related and business integration expenses. Additionally, earnings for the prior twelve-month period had been boosted by the rate settlement with wholesale customers in New Mexico that added 11 cents per share, and by a change in the estimate of delivered-but-not-billed kwh sales that added 13 cents per share. These estimated kwh sales relate to energy used by customers but not billed until the subsequent month. Operating income was flat in the three-month period and decreased in the twelve-month period primarily because of the greater maintenance expenses and the expenses associated with the TNP acquisition. Assuming normal weather conditions, 1997 operating income is expected to remain relatively flat, but net earnings for 1997 will be negatively impacted by increased merger-related and business integration expenses. Any write-off associated with the BCH project discussed in Note (6) would further adversely affect such earnings. A resolution of the 1985 FERC rate case with Texas wholesale REC customers, by settlement or otherwise, would favorably affect income and earnings in the year received. LIQUIDITY AND CAPITAL RESOURCES The Company's demand for capital is normally related to the construction of utility plant and equipment. Cash construction expenditures excluding AFUDC for the three and twelve months ended November 30, 1996, were $54.5 million and $133.5 million, respectively. Also in fiscal 1996, the Company received regulatory approval to make investments in Quixx of up to $15 million each year beginning in fiscal 1996 and continuing for five years. Quixx's investment in independent power projects is dependent upon suitable investment opportunities and the availability of capital. The Company cannot accurately forecast the portion of internally generated funds to be used for capital expenditures, but expects that it will be approximately 40% in fiscal 1997. To the extent the capital required in 1997 is not supplied by internally generated funds, the Company expects to obtain such capital from short-term borrowing or from the sale of long-term debt, preferred stock and/or common stock. The Company's estimates of capital needs, in particular those related to construction and the generation of internal funds are subject to review and revision, and may vary substantially from the foregoing especially in a more competitive environment. Due to the merger, Standard & Poor's is reviewing the Company's rated debt for possible downgrade. In August 1994 the Company entered in a forward interest rate swap agreement in anticipation of redeeming its $25 million principal amount of 13-1/2% Pollution Control Revenue Bonds (PCRBs) with a new issuance of variable rate PCRBs. Such bonds were redeemed October 1, 1996, and replaced with a variable rate bond issue that has been swapped for a fixed rate of 6.435% due July 1, 2016. Additionally, the Company redeemed on September 26, 1996, the $25 million 6-1/2% PCRBs due 2004 and the $32.3 million 6-5/8% PCRBs and replaced these series on September 18, 1996, with $57.3 million 5-3/4% PCRBs due September 1, 2016. In October 1996, Southwestern Public Service Capital I, a wholly owned trust, issued in a public offering $100 million of 7.85% Trust Preferred Securities, Series A. The sole asset of the trust is $103 million principal amount of the Company's 7.85% Deferrable Interest Subordinated Debentures, Series A due September 1, 2036. The securities are shown as SPS Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trust holding solely Subordinated Debentures of SPS on the Consolidated Balance Sheet. The funds from this financing were used to reduce short-term debt. The Company also has effective a shelf registration under which $220 million of debt securities and/or preferred stock are available for issuance. OTHER MATTERS Electric utilities have historically operated in a highly regulated environment in which they have an obligation to provide electric service to their customers in return for an exclusive franchise within their service territory with an opportunity to earn a regulated rate of return. This regulatory environment is changing. The generation sector has experienced competition from nonutility power producers and the FERC is requiring utilities, including the Company, to provide wholesale transmission service to others and may order electric utilities to enlarge their transmission systems to facilitate transmission services without impairing reliability. On July 9, 1996, the Company filed its open access transmission tariff in compliance with FERC Order No. 888. (See GENERAL. Competition in the Company's 1996 Annual Report on Form 10-K.) State regulatory authorities are in the process of changing utility regulations in response to federal and state statutory changes and evolving markets. All of the Company's jurisdictions continue to evaluate utility regulations with respect to competition, and legislative proposals to effect retail wheeling are expected to be introduced in 1997. The Company is unable to predict what financial impact or effect the adoption of these proposals would have on its operations. In part in response to these changing conditions the Company has entered into a definitive merger agreement with Public Service Company of Colorado (the Merger). Consummation of the Merger is subject to customary conditions including receiving regulatory authority approvals. The two utilities are working toward a completion date in spring 1997. The foregoing discussions of the Company's "Results of Operations" and "Liquidity and Capital Resources" do not take into account any changes that could arise as a result of the Merger. PART II. OTHER INFORMATION Item 5. Other Information. The Company's ratio of earnings to fixed charges for the twelve months ended November 30, 1996, was 4.00. The ratio of earnings to fixed charges and preferred dividend requirements combined was 3.86 for such period. See Note (6) of Notes to Condensed Consolidated Financial Statements for a discussion of Quixx's BCH project and a lawsuit between the Company and Thunder Basin Coal Company. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: 4(a) Indenture dated as of October 21, 1996, between the Company and Wilmington Trust Company (b) Supplemental Indenture dated as of October 21, 1996, between the Company and Wilmington Trust Company (c) Guarantee Agreement dated as of October 21, 1996, between the Company and Wilmington Trust Company (d) Amended and Restated Trust Agreement dated as of October 21, 1996, among the Company, David M. Wilks, as initial depositor, Wilmington Trust Company and the administrative trustees named therein (e) Agreement as to Expenses and Liabilities dated as of October 21, 1996, between the Company and Southwestern Public Service Capital I (included as Exhibit F in Exhibit 4(d)) Instruments defining the rights of holders of other long-term debt not required to be filed as exhibits will be furnished to the Commission upon request. 12 Statement showing computations of ratio of earnings for the twelve months ended November 30, 1996 15 Letter of Deloitte & Touche LLP regarding unaudited condensed consolidated interim financial information (b) Reports on Form 8-K: Item reported - Item 5. Other Events Financial Statements filed - None Date of report filed - October 11, 1996, reporting 1996 fiscal year earnings SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SOUTHWESTERN PUBLIC SERVICE COMPANY /s/ Doyle R. Bunch II By Doyle R. Bunch II Executive Vice-President Accounting and Corporate Development DATE: January 10, 1997