UNITED STATES
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): March 31, 2008
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Exact Name of Registrant as Specified in |
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Charter; State of Incorporation;
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IRS Employer |
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Address and Telephone Number
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Identification Number |
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Pinnacle West Capital Corporation
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86-0512431 |
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(an Arizona corporation) |
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400 North Fifth Street, P.O. Box 53999 |
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Phoenix, AZ 85072-3999 |
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(602) 250-1000 |
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| 1-4473
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Arizona Public Service Company
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86-0011170 |
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(an Arizona corporation) |
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400 North Fifth Street, P.O. Box 53999 |
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Phoenix, AZ 85072-3999 |
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(602) 250-1000 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
This combined Form 8-K is separately filed by Pinnacle West Capital Corporation and Arizona
Public Service Company. Each registrant is filing on its own behalf all of the information
contained in this Form 8-K that relates to such registrant and, where required, its subsidiaries.
Except as stated in the preceding sentence, neither registrant is filing any information that does
not relate to such registrant, and therefore makes no representation as to any such information.
Item 2.02. Results of Operations and Financial Condition
On April 29, 2008, Pinnacle West Capital Corporation (the “Company” or “Pinnacle West”) issued
a press release regarding its financial results for its fiscal quarter ended March 31, 2008. A
copy of the press release is attached hereto as Exhibit 99.9.
Certain of the Information referenced in Item 7.01 below relates to the Company’s results of
operations for its fiscal quarter ended March 31, 2008. This Information is attached hereto as
Exhibits 99.2, 99.3, 99.7 and 99.9.
Item 7.01. Regulation FD Disclosure
Financial and Business Information
The Company is providing quarterly consolidated statistical summaries, earnings variance
explanations, and a glossary of relevant terms (collectively, “Information”) to help interested
parties better understand its business (see Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and
99.8). This Information is concurrently being posted to the Company’s website at
www.pinnaclewest.com. The Information may not represent all of the factors that could
affect the Company’s operating or financial results for various periods. Some of the Information
is preliminary in nature and could be subject to significant adjustment. Some of the Information
is based on information received from third parties and may contain inaccuracies. The Company is
not responsible for any such inaccuracies. Although the Company may update or correct the
Information if it is aware that such Information has been revised or is inaccurate, the Company
assumes no obligation to update or correct the Information and reserves the right to discontinue
the provision of all or any portion of the Information at any time or to change the type of
Information provided.
2008 Earnings Outlook
In this
discussion, earnings per share amounts are after income taxes and are
based on diluted common shares outstanding. The earnings guidance in
this Form 8-K supersedes all previous earnings guidance provided by
Pinnacle West. Our earnings forecasts are subject to numerous risks,
including those described under “Forward-Looking Statements” below.
We currently estimate that our consolidated earnings for 2008 will be
within a reasonable range of $2.50 per share. Although our current
estimate is consistent with our previous guidance, it reflects
changes in certain components. We currently estimate that Arizona
Public Service Company (“APS”) will
contribute substantially all of the 2008 earnings. We estimate that
APS’ 2008 earnings will be higher than previously expected for a number of reasons,
including but not limited to: increased wholesale revenues, favorable first-quarter 2008 weather,
favorable mark-to-market valuations related to fuel hedges,
favorable resolutions of various tax matters, and an assumed mid-2008 transmission
revenue increase. We expect these favorable effects will be partially offset by lower
customer growth reflecting economic conditions. As a result of the
weak real estate market, we currently estimate that the 2008 earnings
contribution by SunCor Development Company (“SunCor”) will be minimal.
For information on our prior 2008 guidance, see the Pinnacle West/APS
Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2008. For information on transmission revenue increases, see “Rate Requests for Transmission and Ancillary Services” in Note 3 of Notes to Consolidated Financial Statements in the Pinnacle West/APS Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
Forward-Looking Statements
Our earnings forecasts are subject to numerous risks, including those described below. This
Form 8-K contains forward-looking statements regarding our 2008 earnings outlook. Neither the
Company nor APS assumes any obligation to update these statements or make any further statements on
any of these issues, except as required by applicable law. Because actual results may differ
materially from expectations, we caution readers not to place undue reliance on these statements. A
number of factors could cause future results to differ materially from historical results, or from
results or outcomes currently expected or sought by Pinnacle West or APS. In addition to the Risk
Factors described in Item 1A of the Pinnacle West/APS Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, these factors include, but are not limited to, state and federal
regulatory and legislative decisions and actions, including the outcome or timing of the rate case
filed with the ACC on March 24, 2008; the outcome of regulatory, legislative and judicial
proceedings, both current and future, relating to the restructuring of the electric industry and
environmental matters (including those related to climate change); the ongoing restructuring of the
electric industry, including decisions impacting wholesale competition and the introduction of
retail electric competition in Arizona; fluctuations in market prices for electricity, natural gas,
coal, uranium and other fuels used in our generating facilities, and supplies of such commodities;
volatile market liquidity, any deteriorating counterparty credit and the use of derivative
contracts in our business (including the interpretation of the subjective and complex accounting
rules related to these
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contracts); power plant performance and outages; transmission outages and constraints; weather
variations affecting local and regional customer energy usage; customer growth and energy usage;
regional economic and market conditions, including the results of litigation and other proceedings
resulting from the California and Pacific Northwest energy situations, volatile fuel and purchased
power costs, and the completion of generation and transmission construction in the region, which
could affect customer growth and the cost of power supplies; ability of power plant participants to
meet contractual or other obligations; the cost of debt and equity capital and access to capital
markets; current credit ratings remaining in effect for any given period of time; our ability to
compete successfully outside traditional regulated markets (including the wholesale market);
changes in accounting principles generally accepted in the United States of America and the
interpretation of those principles; the performance of the stock market and the changing interest
rate environment, which affect the value of our nuclear decommissioning trusts, pension and other
postretirement benefit plan assets, the amount of required contributions to Pinnacle West’s pension
plan and contributions to APS’ nuclear decommissioning trust funds, as well as the reported costs
of providing pension and other postretirement benefits; technological developments in the electric
industry; the strength of the real estate market in SunCor’s market areas, which include Arizona,
Idaho, New Mexico and Utah; and other uncertainties, all of which are difficult to predict and many
of which are beyond the control of Pinnacle West and APS.
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