Item 2.02. Results of Operations and Financial Condition
On November 4, 2008, Pinnacle West Capital Corporation (the "Company" or
"Pinnacle West") issued a press release regarding its financial results for its
fiscal quarter ended September 30, 2008. A copy of the press release is attached
hereto as Exhibit 99.8.
Certain of the Information referenced in Item 7.01 below relates to the
Company's results of operations for its fiscal quarter ended September 30, 2008.
This Information is attached hereto as Exhibits 99.2, 99.3 and 99.8.
Item 7.01. Regulation FD Disclosure
Financial and Business Information
The Company is providing quarterly consolidated statistical summaries 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 and 99.7). 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
We continue to estimate that our on-going consolidated earnings for 2008 will
be within a reasonable range of $2.50 per share. We estimate that Arizona Public
Service Company ("APS") will contribute substantially all of the 2008 on-going
earnings and that SunCor Development Company's ("SunCor") 2008 earnings
contribution will be minimal. Our 2008 on-going earnings estimate excludes $0.30
per share of tax credits related to prior years recorded in the fiscal quarter
ended June 30, 2008. In this discussion, earnings per share amounts are after
income taxes and are based on diluted average 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.
"On-going earnings" is a "non-GAAP financial measure," as defined in Item
10(e) of Regulation S-K of the Securities Exchange Act of 1934. We believe
on-going earnings provide investors with a useful indicator of our results that
is comparable among periods because it excludes the effects of unusual items
that may occur on an irregular basis. Investors should note that these non-GAAP
financial measures involve judgments by management, including whether an item is
classified as an unusual item. We use on-going earnings, or similar concepts, to
measure our performance internally in reports for management.
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 any pending APS rate cases; increases in our
capital expenditures and operating costs and our ability to achieve timely and
adequate rate recovery of these increased costs; our ability to reduce capital
expenditures and other costs while maintaining reliability and customer service
levels, and unexpected developments that would limit us from achieving all or
some of our planned capital expenditure reductions; volatile fuel and purchased
power costs, including fluctuations in market prices for natural gas, coal,
uranium and other fuels used in our generating facilities, and availability of
supplies of such commodities; the outcome of regulatory, legislative and
judicial proceedings, both current and future, including those related to
environmental matters and climate change; the potential for additional
restructuring of the electric industry, including decisions impacting wholesale
competition and the introduction of retail electric competition in Arizona;
regional, national and international economic and market conditions, including
the strength of the housing, credit and financial markets; the potential adverse
impact of current economic conditions on our results of operations; the cost of
debt and equity capital and access to capital markets; changes in the market
price of our common stock; entering into credit agreements that restrict
dividends or contain other burdensome provisions; our ability to meet debt
service obligations; current credit ratings remaining in effect for any given
period of time; 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; 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 contracts); changes in accounting principles generally accepted
in the United States of America and the interpretation of those principles;
customer growth and energy usage; weather variations affecting local and
regional customer energy usage; power plant performance and outages;
transmission outages and constraints; the completion of generation and
transmission construction in the region, which could affect customer growth and
the cost of power supplies; the ability of our power plant participants to meet
contractual or other obligations; technological developments in the electric
industry; the results of litigation and other proceedings resulting from the
California and Pacific Northwest energy situations; the performance of our
subsidiaries and any resulting effects on our cash flows; the strength of the
real estate market and economic and other conditions affecting 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.
Table of Contents
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Registrant(s) Description
99.1 Pinnacle West Pinnacle West Capital Corporation quarterly consolidated
APS statistical summary (cover page and list of contents).
99.2 Pinnacle West Pinnacle West Capital Corporation quarterly consolidated
APS statistical summary for the three-month and nine-month periods
ended September 30, 2008 and 2007.
99.3 Pinnacle West Pinnacle West Capital Corporation consolidated statistics by
APS quarter for 2008.
99.4 Pinnacle West Pinnacle West Capital Corporation consolidated statistics by
APS quarter for 2007.
99.5 Pinnacle West Pinnacle West Capital Corporation consolidated statistics by
APS quarter for 2006.
99.6 Pinnacle West Pinnacle West Capital Corporation consolidated statistics by
APS quarter for 2005.
99.7 Pinnacle West Glossary of Terms.
APS
99.8 Pinnacle West Earnings News Release issued on November 4, 2008.
APS
Table of Contents