SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 1997
COMMISSION REGISTRANT, STATE OF INCORPORATION, I.R.S. EMPLOYER
FILE NUMBER ADDRESS AND TELEPHONE NUMBER IDENTIFICATION NO.
1-1443 CENTRAL AND SOUTH WEST CORPORATION 51-0007707
(A Delaware Corporation)
1616 Woodall Rodgers Freeway
Dallas, TX 75202
(214) 777-1000
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ITEM 5. OTHER EVENTS
On April 17, 1997, Central and South West Corporation issued an
earnings release and a dividend release which are attached as exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 CSW Earnings Release dated April 17, 1997.
Exhibit 99.2 CSW Dividend Release dated April 17, 1997.
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SIGNATURE
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 hereunto duly authorized.
CENTRAL AND SOUTH WEST CORPORATION
Date: April 17, 1997
By: /S/ LAWRENCE B. CONNORS
Lawrence B. Connors
Controller
CSW
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Central and South West Corporation
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News Release
1616 Woodall Rodgers Freeway
P.O. Box 660164 * Dallas, Texas 75266-0164
CENTRAL AND SOUTH WEST CORPORATION
REPORTS FIRST QUARTER RESULTS
Dallas, Texas (April 17, 1997) -- Central and South West Corporation
(NYSE:CSR) reported consolidated earnings for the three-month period ended March
31, 1997 of $0.12 per share compared to $0.26 per share for the same period a
year ago. Earnings per share for the twelve months ended March 31, 1997 were
$1.91 compared to $2.14 for the corresponding period last year.
CSW's first quarter 1997 earnings reflect an after-tax charge of
approximately $25 million as a result of a rate order issued March 31, 1997 for
Central Power and Light Company (CPL), a wholly owned subsidiary of CSW. The $25
million first quarter charge includes a $20 million charge related to the 1996
effect of the rate order and $5 million related to the first quarter of 1997. As
previously disclosed, the estimated full year effect for 1997 on CSW's and CPL's
earnings resulting from the rate order is estimated to be a decrease of
approximately $62 million comprised of the 1996 and 1997 effect of the CPL rate
order.
During the first quarter of 1997, CSW also recorded a non-recurring
after-tax charge of approximately $16 million as a result of a court interim
order for litigation related to the termination of CSW's previously proposed
merger with El Paso Electric Company.
Earnings for the quarter ended March 31, 1997 decreased to $25 million
from $51 million for the same quarter a year ago due primarily to the effect of
the CPL rate order, the El Paso merger litigation charge, increased operations
and maintenance expense and the loss of earnings from Transok, a natural gas
marketing and pipeline company which was sold in June 1996. Partially offsetting
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these factors were increased non-fuel electric revenue and higher earnings from
SEEBOARD.
Net income for common stock decreased to $402 million from $415 million
for the twelve months ended March 31, 1996. Factors from operations contributing
to the decrease in earnings included the first quarter 1997 effect of the CPL
rate order, the loss of Mirror CWIP from CPL earnings, increased operations and
maintenance expense, and increased depreciation and amortization. Factors from
operations partially offsetting the decrease in earnings were the addition of
earnings from SEEBOARD and increased non-fuel electric revenue.
In addition, there were a number of non-recurring factors that affected
net income for common stock for the twelve months ended March 31, 1997.
Non-recurring factors that decreased earnings were the El Paso merger litigation
charge in the first quarter of 1997, the recording of reserves in the second
quarter of 1996 for certain investments and contingencies, restructuring charges
recorded in 1996, the loss of earnings from Transok and a regulatory asset
reserve for the CPL rate case recorded in the fourth quarter of 1996. A
non-recurring factor that partially offset the decrease in earnings for the
twelve months ended March 31, 1997 was the gain from the sale of Transok in the
second quarter of 1996.
Retail kilowatt-hour sales at Central and South West's U.S. utilities
increased 3.4% and 4.2% for the three and twelve months ended March 31, 1997,
respectively, over the corresponding periods last year, with kWh sales growth in
all customer classes.
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The following table summarizes major earnings variances, net of tax, from
1996 to 1997 for the periods ending March 31, 1997:
QUARTER 12ME
1996 REPORTED EARNINGS PER SHARE: $ 0.26 $ 2.14
INTERNATIONAL OPERATIONS
SEEBOARD 0.05 0.40
DOMESTIC OPERATIONS:
Non-Fuel Electric Revenue 0.11 0.22
Operations and Maintenance Expense (0.11) (0.13)
Depreciation and Amortization (.01) (0.08)
Mirror CWIP 0.00 (0.15)
CPL Rate Case (1997 Effect) (0.02) (0.02)
Other 0.05 0.02
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DOMESTIC NON-RECURRING FACTORS:
1997:
CPL Rate Case (1996 Effect) (0.10) (0.10)
El Paso Litigation (0.08) (0.08)
Effect of Additional Shares Issued (0.01) (0.17)
1996:
Transok Sale 0.00 0.57
Transok Operations (0.04) (0.14)
U.S. Electric Operating Company Reserves 0.00 (0.42)
CSW Energy Reserves 0.00 (0.07)
CPL Fuel Settlement 0.02 0.01
CPL Reserve for Regulatory Assets 0.00 (0.05)
Restructuring Charge 0.00 (0.06)
1995:
El Paso Merger Termination 0.00 0.14
Tax Adjustments 0.00 (0.12)
1997 REPORTED EARNINGS PER SHARE: $ 0.12 $ 1.91
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Central and South West Corporation, a Dallas-based public utility
holding company, owns four U.S. electric utility subsidiaries that provide
service to portions of Texas, Oklahoma, Louisiana and Arkansas. It also owns
SEEBOARD plc, a regional electricity company in the United Kingdom. In addition,
Central and South West Corporation owns non-utility subsidiaries involved in
independent power production, telecommunications, energy efficiency and
financial transactions.
# # #
For more information, contact Becky Hall, director of investor relations for
Central and South West Corporation, at (214) 777-1277.
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<TABLE>
CSW
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Central and South West Corporation
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News Release
1616 Woodall Rodgers Freeway
P.O. Box 660164 * Dallas, Texas 75266-0164
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
MARCH 31, 1997 CONSOLIDATED EARNINGS REPORT
(UNAUDITED)
(Millions except per share amounts)
<CAPTION>
Three Months % Twelve Months %
Ended Increase/ Ended Increase/
March 31, Decrease March 31, Decrease
----------------- -------- ----------------- --------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues $ 1,278 $ 1,437 -11.1% $ 5,305 $ 4,513 17.5%
------- ------- ------- -------
Fuel and purchased power 287 256 12.1% 1,246 1,039 19.9%
SEEBOARD Cost of Sales 369 400 -7.8% 1,300 558 133.0%
Gas purchased for resale -- 151 -100.0% 51 443 -88.5%
Gas extraction and marketing -- 36 -100.0% 18 117 -84.6%
Operating and maintenance 318 236 34.7% 1,041 857 21.5%
Depreciation and amortization 118 124 -4.8% 473 415 14.0%
Taxes 61 78 -21.8% 395 360 9.7%
Interest Charges 111 109 1.8% 427 366 16.7%
Mirror CWIP -- -- -- -- 31 -100.0%
Other Income and Deductions 15 8 86.1% 66 44 51.2%
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Net Income 29 55 -47.3% 420 433 -3.0%
Preferred stock dividends 4 4 -- 18 18 --
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Net Income for Common Stock $ 25 $ 51 -51.0% $ 402 $ 415 -3.1%
======= ======= ======= =======
Average Shares Outstanding 211.8 199.0 6.4% 210.7 193.7 8.7%
Earnings Per Share $0.12 $0.26 -54.2% $1.91 $2.14 -10.8%
Dividends Per Share $0.435 $0.435 -- $1.740 $1.725 0.9%
KILOWATT-HOUR SALES - U.S. UTILITIES
(MILLIONS)
Residential 4,087 4,018 1.7% 17,952 17,299 3.8%
Commercial 3,231 3,152 2.5% 14,334 13,910 3.0%
Industrial 4,991 4,748 5.1% 20,508 19,461 5.4%
Other 390 364 7.1% 1,620 1,534 5.6%
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Total Retail 12,699 12,282 3.4% 54,414 52,204 4.2%
Sales for Resale 1,821 2,088 -12.8% 8,160 8,822 -7.5%
------- ------- ------- -------
Total Sales 14,520 14,370 1.0% 62,574 61,026 2.5%
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</TABLE>
CSW
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Central and South West Corporation
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News Release
1616 Woodall Rodgers Freeway
P.O. Box 660164 * Dallas, Texas 75266-0164
CENTRAL AND SOUTH WEST CORPORATION
DECLARES QUARTERLY DIVIDEND
Dallas (April 17, 1997) -- The board of directors of Central and South West
Corporation (NYSE: CSR) today declared a quarterly dividend of $.435 per share.
The dividend is payable on May 30, 1997, to shareholders of record on May 8,
1997.
Central and South West's board of directors and management continues to monitor
factors that could affect its dividend policy, including the regulatory and
legislative issues currently facing Central and South West and the electric
utility industry. The dividend will continue to be reviewed quarterly by the
Corporation's board of directors. The key factors that the board of directors
and management consider in determining the dividend are the Corporation's
earnings and financial condition, the regulatory and legislative environment,
and CSW's strategic and long-term growth plans. Obviously, the recent rate order
in the Central Power and Light Company case, if ultimately upheld, will
significantly affect Central and South West's earnings. The outcome of this rate
case is one of the many factors that must be considered by the board and
management as it reviews the dividend.
E.R. Brooks, chairman, president and chief executive officer of Central and
South West Corporation, said "At this time the board and management are
maintaining the $.435 dividend as we continue to vigorously pursue all
opportunities in achieving a fairer and more balanced outcome for our
shareholders and continue to be committed to protect the underlying dividend
level."
Central and South West Corporation, a Dallas-based public utility holding
company, owns four U.S. electric utility subsidiaries that provide service to
portions of Texas, Oklahoma, Louisiana and Arkansas. It also owns SEEBOARD plc,
a regional electricity company in the United Kingdom. In addition, Central and
South West Corporation owns non-utility subsidiaries involved in independent
power production, telecommunications, energy efficiency and financial
transactions.
# # #
For more information, contact Becky Hall, director of investor relations for
Central and South West Corporation, 214-777-1277.
Internet inquiries: http://www.csw.com
