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 February 28, 1997 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 April 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 February 28, 1997 TABLE OF CONTENTS PART I. Financial Information (Unaudited, except Condensed Consolidated Balance Sheet at August 31, 1996) Condensed Consolidated Balance Sheets at February 28, 1997 and August 31, 1996 Condensed Consolidated Statements of Earnings for the three, six and twelve months ended February 28, 1997 and February 29, 1996 Condensed Consolidated Statements of Cash Flows for the six and twelve months ended February 28, 1997 and February 29, 1996 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; time and impact of pending merger; and other circumstances affecting anticipated revenues and costs. PART I. FINANCIAL INFORMATION SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Balance Sheets Assets February 28, August 31, 1997 1996 (Unaudited) (In Thousands) Utility plant: Utility plant in service ........................ $ 2,517,799 $ 2,484,025 Accumulated depreciation ........................ (937,888) (911,422) Net plant in service ................... 1,579,911 1,572,603 Construction work in progress ................... 97,202 49,143 Net utility plant ...................... 1,677,113 1,621,746 Nonutility property and investments ...................... 58,273 71,855 Current assets: Cash and temporary investments .................. 28,835 31,223 Accounts receivable, net ........................ 73,484 77,959 Undercollected fuel and purchased power cost, net 15,697 7,193 Accrual for unbilled revenues ................... 13,091 23,152 Materials and supplies, at average cost ......... 20,464 21,513 Prepayments and other current assets ............ 4,671 7,452 Total current assets ................... 156,242 168,492 Deferred debits .......................................... 173,280 135,724 Total assets ........................... $ 2,064,908 $ 1,997,817 Continued . . . See accompanying notes to condensed consolidated financial statements. SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Balance Sheets Capitalization and Liabilities February 28, August 31, 1997 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 .............................................. 370,909 386,717 Total common shareholders' equity ................... 719,311 735,119 SPS Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trust holding solely Subordinated Debentures of SPS 100,000 - Long-term debt ................................................. 620,278 622,931 Total capitalization ................................ 1,439,589 1,358,050 Current liabilities: Short-term debt ................................................ 89,682 69,624 Current maturities of long-term debt ........................... 229 15,176 Accounts payable ............................................... 22,435 15,979 Interest accrued ............................................... 11,257 10,962 Fuel and purchased power expense accrued ....................... 52,326 46,396 Taxes accrued .................................................. 8,542 32,486 Dividends payable on common stock .............................. 22,505 22,505 Other current liabilities ...................................... 38,480 43,441 Total current liabilities ........................... 245,456 256,569 Deferred credits: Deferred income taxes .......................................... 363,419 365,911 Unamortized investment tax credits ............................. 5,677 5,803 Other .......................................................... 10,767 11,484 Total deferred credits .............................. 379,863 383,198 Total capitalization and liabilities ................ $2,064,908 $1,997,817 See accompanying notes to condensed consolidated financial statements. SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Statements of Earnings (Unaudited) Three Months Ended Six Months Ended Twelve Months Ended 2-28-97 2-29-96 2-28-97 2-29-96 2-28-97 2-29-96 (In Thousands, Except Per Share Amounts) Operating revenues ................................ $ 226,155 $ 203,785 $ 440,536 $ 404,742 $ 935,190 $ 869,760 Operating expenses: Operation: Fuel ............................ 114,371 94,658 214,837 184,108 447,752 386,511 Purchased power ................. 5,548 3,188 8,838 4,626 22,222 7,536 Other ........................... 26,985 27,136 54,213 54,071 111,397 110,126 Maintenance .............................. 7,283 7,809 15,807 15,043 33,298 28,137 Depreciation and amortization ............ 16,598 16,459 33,699 32,847 66,300 63,337 Taxes other than property and income taxes .................... 5,296 5,131 10,877 10,408 21,577 19,864 Property taxes ........................... 6,031 5,919 11,832 11,597 23,706 23,745 Income taxes (note 2) .................... 10,775 12,184 22,454 25,881 56,454 68,005 Total operating expenses 192,887 172,484 372,557 338,581 782,706 707,261 Operating income .................................. 33,268 31,301 67,979 66,161 152,484 162,499 Other income (expense), net: Income taxes (note 2) .................... 5,307 (708) 4,696 (1,293) 572 (3,850) Other, net ............................... (17,221) (425) (16,256) (544) (5,602) 6,923 Total other income (expense), net (11,914) (1,133) (11,560) (1,837) (5,030) 3,073 Interest charges .................................. 11,659 12,087 24,383 23,075 50,894 44,692 Distributions on SPS Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trust ................................ 1,963 - 2,835 - 2,835 - Net earnings ...................................... 7,732 18,081 29,201 41,249 93,725 120,880 Dividends and premiums on cumulative preferred stock - 1,275 - 2,494 - 4,933 Earnings applicable to common stock ............................. $ 7,732 $ 16,806 $ 29,201 $ 38,755 $ 93,725 $ 115,947 Earnings per common share* ...........................$ 0.19 $ 0.41 $ 0.71 $ 0.95 $ 2.29 $ 2.83 Weighted average shares outstanding .............................. 40,918 40,918 40,918 40,918 40,918 40,918 Dividends declared per common share ............................. $ 0.55 $ 0.55 $ 1.10 $ 1.10 $ 2.20 $ 2.20 ( ) Denotes deduction. *Based on weighted average shares outstanding. See accompanying notes to condensed consolidated financial statements. SOUTHWESTERN PUBLIC SERVICE COMPANY Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended Twelve Months Ended 2-28-97 2-29-96 2-28-97 2-29-96 (In Thousands) Operating Activities: Cash received from customers ............................. $ 446,061 $ 424,689 $ 907,488 $ 848,235 Cash paid to suppliers and employees ..................... (305,960) (270,355) (599,727) (522,011) Interest paid ..................................... ...... (27,090) (23,510) (51,706) (45,393) Income taxes paid ........................................ (31,607) (42,344) (44,688) (59,550) Taxes other than income taxes paid ....................... (31,631) (30,902) (46,329) (41,655) Other operating cash receipts and payments, net .......... (17,993) (139) (10,611) 6,742 Cash provided by operating activities .......... 31,780 57,439 154,427 186,368 Investing Activities: Construction expenditures ................................ (89,190) (64,401) (136,775) (114,496) Nonutility property and investments ...................... (2,426) (2,951) (1,243) (19,530) Acquisitions ............................................. - (29,200) - (29,200) Net cash used in investing activities .......... (91,616) (96,552) (138,018) (163,226) Financing Activities: Issuance of long-term debt ............................... 82,300 - 142,300 6,204 Issuance of SPS Obligated Mandatorily Redeemable Preferred Securities ................................... 100,000 - 100,000 - Retirement of long-term debt ............................. (99,900) (1,610) (102,735) (2,021) Change in short-term debt ................................ 20,058 138,834 (49,152) 138,834 Redemption of cumulative preferred stock ................ - (71,572) (3,862) (71,572) Dividends paid (common and preferred) .................... (45,010) (47,504) (90,020) (94,953) Net cash provided by (used in) financing activities 57,448 18,148 (3,469) (23,508) Net Increase (Decrease) in Cash and Temporary Investments ......... (2,388) (20,965) 12,940 (366) Cash and Temporary Investments at Beginning of Period ............. 31,223 36,860 15,895 16,261 Cash and Temporary Investments at End of Period ................... $ 28,835 $ 15,895 $ 28,835 $ 15,895 Reconciliation of Net Earnings to Net Cash Provided by Operating Activities: Net earnings ............................................ $ 29,201 $ 41,249 $ 93,725 $ 120,880 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization ........................... 33,699 32,847 66,300 63,337 Deferred income taxes and investment tax credits ........ 1,173 7,983 9,363 12,005 Allowance for equity funds used during construction ..... (184) (60) (184) (245) Write-off of BCH Energy Limited Partnership ............ 16,008 - 16,008 - Cash flows impacted by changes in: Accounts receivable .................................. 4,475 14,261 (14,483) (3,248) Accrual for unbilled revenues ........................ 10,061 11,467 4,068 (14,661) Materials and supplies ............................... 1,049 854 329 (124) Accounts payable ..................................... 6,456 (2,944) 13,192 1,025 Fuel and purchased power expense accrued ............. (15,657) (8,547) (878) 5,338 Taxes accrued ........................................ (23,944) (32,050) 835 2,339 Undercollected fuel and purchased power cost, net .... (8,504) (5,292) (16,374) (2,686) Other, net ........................................... (22,053) (2,329) (17,474) 2,408 Net cash provided by operating activities ............ $ 31,780 $ 57,439 $ 154,427 $ 186,368 Noncash transaction .................................. $ 21,587 - $ 21,587 - 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 Six Months Ended Twelve Months Ended 2-28-97 2-29-96 2-28-97 2-29-96 2-28-97 2-29-96 (In Thousands) Taxes on operating income: Federal-current ........ $ 7,525 $ 6,416 $ 15,522 $ 16,466 $ 39,247 $ 52,569 Federal-deferred ....... 3,027 5,012 6,694 8,299 15,692 13,273 Investment tax credits . (63) (63) (125) (125) (250) (250) State-current .......... 286 819 363 1,241 1,765 2,413 10,775 12,184 22,454 25,881 56,454 68,005 Taxes on other income: Federal-current ........ (72) 737 693 1,467 5,469 4,838 Federal-deferred ....... (5,236) (40) (5,396) (191) (6,079) (1,018) State-current .......... 1 11 7 17 38 30 (5,307) 708 (4,696) 1,293 (572) 3,850 Total income taxes.. $ 5,468 $ 12,892 $ 17,758 $ 27,174 $ 55,882 $ 71,855 (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 (SEC), 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.) All regulatory approvals have been received except for approval by the SEC, although the Texas order is conditional on further review after all other approvals have been received. Under the various state regulatory approvals, the Company is required to provide credits to retail customers over five years for one-half of the measured non-fuel operation and maintenance expense savings associated with the business combination. The Company will provide a guaranteed minimum annual savings of $3,000,000 in Texas, $1,200,000 in New Mexico, $100,000 in Oklahoma and $10,000 in Kansas. 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 $3,900,000 fuel refund consisting of $2,100,000 of overrecovered fuel costs and $1,800,000 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, 1996, denying rehearing on the fuel disallowance (which was adjusted to $1,900,000), 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 $1,900,000 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. The District Court decision has been appealed to the Texas Court of Appeals which has not yet ruled in the matter. The ultimate outcome of this matter will not significantly affect consolidated financial results. Currently the Company has approximately $16,000,000 in underrecovered fuel costs and is surcharging customers for some of the underrecovery. The Company anticipates requesting a continued surcharge to collect the remaining amount of underrecovered fuel costs. 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. 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 filed a motion for rehearing which was denied. In February 1997 the Company accrued the judgement plus interest and court costs and paid the amount in April 1997. A noncash transaction occurred during the three-month period resulting from the accrual of a fuel payable for the amount of the judgement plus interest and deferring that charge to a deferred asset. Management believes that the payment is recoverable from ratepayers, although any such recovery would be subject to review by various regulatory agencies. On September 17, 1996, the FERC issued an order granting the Company conditional approval to collect the judgement from FERC jurisdictional wholesale customers. Therefore, management believes that the ultimate resolution will not have a material adverse effect on the Company's consolidated financial statements. (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 did not achieve the expected performance level. An effort was made to restructure the project but it was not possible to achieve the required improvements on economically viable terms; therefore, in December 1996, Quixx wrote off its investment of approximately $16,000,000 (25 cents per common share, after tax) in this project. Quixx also has an equity investment of approximately $13,000,000, which equals one-third ownership interest, in the Carolina Energy Project which is similar to the BCH project, but with design modifications. Construction was originally scheduled to be completed later this year but has been halted pending an independent analysis of the project's viability. The Company is unable to predict at this time if the project will be completed. (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 February 28, 1997, and the related condensed consolidated statements of earnings for the three-month, six-month and twelve-month periods ended February 28, 1997, and February 29, 1996, and cash flows for the six-month and twelve-month periods ended February 28, 1997 and February 29, 1996. 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 income, 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 April 11, 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 Six Months Twelve Months Ended Ended Ended 2-28-97 2-28-97 2-28-97 (Dollars In Thousands) Estimated effect on revenues of variations in: Kilowatt-hour (kwh) sales* ................... $ 11,768 $ 13,772 $ 29,841 Rates ........................................ (2,163) (1,559) (9,558) Fuel and purchased power cost recovery ....... 14,197 22,695 43,726 Subtotal ............................ 23,802 34,908 64,009 Non-firm kwh sales ........................... (1,432) 886 1,421 Total revenue increase .............. $ 22,370 $ 35,794 $ 65,430 Increase in kwh sales* (in millions) .................. 272 324 734 Increase (decrease) in non-firm kwh sales (in millions) (129) 3 (174) *Comprised of retail and wholesale excluding economy and interruptible (non-firm) wholesale kwh sales. Variations in Kwh Sales. The revenue increases in the three-, six- and twelve-month periods are attributable to increased sales to all classes of customers. These sales increased due primarily to increased economic activity throughout the region. Contributing to the increase for the twelve-month period was the dry, warm weather last summer that favorably impacted air conditioning and agriculture-related sales. Additionally the dry colder weather this fall and winter contributed to sales in the three- and six-month periods with increases to the retail and agriculture sectors. Variations in Rates. The decrease for the twelve-month period is 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 in the prior period 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 all 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 all three periods are due to increased natural gas prices 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 decrease for the quarter is due to the available low cost power throughout the region. The increases for the six- 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 all periods. Operating Expenses and Non-Operating Items Fuel and purchased power expense comprised 62.2%, 60.0% and 60.0% of total operating expenses for the three, six and twelve months ended February 28, 1997, respectively. When compared to the corresponding periods last year, these expenses increased $22.1 million or 22.6%, $34.9 million or 18.5% and $75.9 million or 19.3%, respectively. Fuel expense (excluding purchased power expense), per net kwh generated, increased from 1.94 to 2.30 cents, from 1.88 to 2.16 cents, and from 1.82 to 2.11 cents for the respective three-, six- and twelve-month periods due to higher natural gas and coal costs. Total operating expenses, excluding fuel and purchased power decreased $1.7 million or 2.2%, $1.0 million or 0.6%, and $0.5 million or 0.2% for the respective three-, six- and twelve-month periods. These decreases resulted primarily from lower income tax expense as a result of lower taxable income. During the twelve-month period this decrease was mitigated by increased maintenance expense as a result of the 18-month maintenance cycle and additional cooling tower repairs. Other Income (Expense). A decline in "other income (expense)" in all periods is due primarily to a write-off of the Quixx investment in the BCH limited partnership and related receivables and expenses of approximately $16 million or 25 cents per share. The BCH project is a waste-to-energy cogeneration project in North Carolina. The project experienced problems primarily related to deficiencies in the waste-fuel handling system. For the twelve-month period the BCH write-off was partially offset by the sale of a portion of underground water rights held by Quixx. Additionally 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 were negatively affected by the one-time write-off of the Quixx investment in the BCH limited partnership and related receivables and expenses of approximately $16 million or 25 cents per share. During the twelve-month period the BCH write-off was partially offset by the sale of a portion of underground water rights held by Quixx, representing 19 cents per share. Additionally, twelve-month earnings were impacted by increased maintenance and interest expense. Maintenance expense was higher due to the 18-month maintenance cycle and additional cooling tower maintenance. Interest expense rose due to increased long-term and short-term debt. These higher levels of debt were caused by the retirement of preferred stock, the acquisition of electric properties from Texas New Mexico Power Company and increased construction expenditures. During the prior 12-month period earnings were favorably affected by two non-recurring items: an accounting adjustment to delivered-not-billed revenues (13 cents per share) and settlement with New Mexico customers of a 1985 wholesale rate case (11 cents per share). The wholesale settlement included $3.0 million of interest that is reflected in other income. SPS also notes that Quixx has an equity investment of $13.2 million, representing approximately 21 cents per SPS common share, after tax, in the Carolina Energy Project, another waste-to-energy facility, which is a similar project to BCH, but with design modifications. Construction at the Carolina Energy Project, originally scheduled to be completed later this year, has been halted pending an independent analysis of the projects viability. Quixx's investment equals one-third ownership interest. 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 as well as the BCH write-off. 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 primarily related to the construction of utility plant and equipment. Cash construction expenditures excluding AFUDC for the three, six and twelve months ended February 28, 1997, were $34.7 million, $89.2 million and $136.8 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. Additionally the completion of the merger could significantly impact these estimates. Due to the merger, Standard & Poor's is reviewing the Company's rated debt for possible downgrade. 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 February 28, 1997, was 3.61. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: 12 Statement showing computations of ratio of earnings for the twelve months ended February 28, 1997 15 Letter of Deloitte & Touche LLP regarding unaudited condensed consolidated interim financial information (b) Reports on Form 8-K: Items reported - Item 5. Other Events Financial Statements filed - None Date of reports filed - February 7, 1997, reporting a recorded charge related to the write-off of the BCH project. - February 24, 1997, reporting the joint offer by PSCo and American Electric Power to acquire Yorkshire Electricity Group plc in the United Kingdom. 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: April 10, 1997