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| PNW > SEC Filings for PNW > Form 8-K on 25-Nov-2008 | All Recent SEC Filings |
25-Nov-2008
Other Events, Financial Statements and Exhibits
• Item 6. Selected Financial Data;
• Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations;
• Item 8. Financial Statements and Supplementary Data; and
• Item 15. Exhibits and Financial Statement Schedules.
NO ATTEMPT HAS BEEN MADE IN THIS REPORT TO MODIFY OR UPDATE OTHER DISCLOSURES
EXCEPT AS REQUIRED TO REFLECT THE EFFECTS OF THE RECLASSIFICATIONS DESCRIBED
BELOW.
As previously disclosed in our Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2008 ("March 2008 Form 10-Q"), we adopted Financial
Accounting Standards Board ("FASB") Staff Position No. FIN 39-1, "Amendment of
FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts"
(FIN 39-1) on January 1, 2008. In accordance with this guidance, we elected to
offset fair value amounts for derivative instruments, including collateral,
executed with the same counterparty under a master netting agreement. FIN 39-1
requires retrospective application for all prior periods presented. Our
March 2008 Form 10-Q, our Form 10-Q for the fiscal quarter ended June 30, 2008
("June 2008 Form 10-Q"), and our Form 10-Q for the fiscal quarter ended
September 30, 2008 ("September 2008 Form 10-Q"), previously filed with the
Securities and Exchange Commission, reflect such reclassifications.
Also, as previously disclosed in our March 2008 Form 10-Q, June 2008 Form
10-Q and September 2008 Form 10-Q, certain activities related to SunCor were
required to be reported as discontinued operations in accordance with Statement
of Financial Accounting Standards ("SFAS") 144. Among other guidance, SFAS 144
prescribes accounting for discontinued operations and defines certain activities
as discontinued operations. The March 2008 Form 10-Q, June 2008 Form 10-Q and
September 2008 Form 10-Q reflect reclassifications related to certain SunCor
discontinued activities for 2007.
This Current Report on Form 8-K provides updated information to
substantially conform the 2007 Form 10-K to the presentation reported in our
March 2008 Form 10-Q, June 2008 Form 10-Q and September 2008 Form 10-Q.
Business 5 Selected Financial Data 24 Management's Discussion and Analysis of Financial Condition and Results of Operations 26 Financial Statements and Supplementary Data 59 Financial Statements and Exhibits 142
NPC - Nevada Power Company
NRC - United States Nuclear Regulatory Commission
OCI - other comprehensive income
Off-System Sales - sales of electricity from generation owned or contracted by
the Company that is over and above the amount required to serve APS' retail
customers and traditional wholesale contracts
Palo Verde - Palo Verde Nuclear Generating Station
Pinnacle West - Pinnacle West Capital Corporation, the Company
Pinnacle West Energy (PWEC) - Pinnacle West Energy Corporation, a subsidiary of
the Company, dissolved as of August 31, 2006
Pinnacle West Marketing & Trading - Pinnacle West Marketing & Trading Co., LLC,
a subsidiary of the Company
PRP - potentially responsible parties under Superfund
PSA - power supply adjustor approved by the ACC to provide for recovery or
refund of variations in actual fuel and purchased power costs compared with the
Base Fuel Rate
PWEC Dedicated Assets - the following power plants, each of which was
transferred by Pinnacle West Energy to APS on July 29, 2005: Redhawk Units 1 and
2, West Phoenix Units 4 and 5 and Saguaro Unit 3
Salt River Project - Salt River Project Agricultural Improvement and Power
District
SEC - United States Securities and Exchange Commission
SFAS - Statement of Financial Accounting Standards
Silverhawk - Silverhawk Power Station
Standard & Poor's - Standard & Poor's Corporation
SunCor - SunCor Development Company, a subsidiary of the Company
Sundance Plant - 420 megawatt generating facility located approximately 55 miles
southeast of Phoenix, Arizona
Superfund - Comprehensive Environmental Response, Compensation and Liability Act
2005 Deferrals - PSA deferrals related to 2005 replacement power costs
associated with Palo Verde outages
2006 Deferrals - PSA deferrals related to 2006 replacement power costs
associated with outages or reduced power operations at Palo Verde
VIE - variable-interest entity
West Phoenix - West Phoenix Power Plant
• the real estate segment (accounting for 6% of operating revenues in 2007), which consists of SunCor's real estate development and investment activities.
See Note 17 for financial information about the business segments.
APS ACC Proceedings
The key issue affecting Pinnacle West's and APS' financial outlook is
adequate and timely retail rate treatment by the ACC. Note 3 discusses the
results of APS' most recent retail rate case as well as other rate matters.
Employees
At December 31, 2007, Pinnacle West employed approximately 7,600 people,
including the employees of its subsidiaries. Of these employees, approximately
6,800 were employees of APS, including employees at jointly-owned generating
facilities (approximately 3,000 employees) for which APS serves as the
generating facility manager. Approximately 800 people were employed by
Pinnacle West and its other subsidiaries. Pinnacle West's principal executive
offices are located at 400 North Fifth Street, Phoenix, Arizona 85004 (telephone
602-250-1000).
Available Information
Pinnacle West makes available free of charge on or through its internet site,
(www.pinnaclewest.com) the following filings as soon as reasonably practicable
after they are electronically filed with, or furnished to, the SEC: its Annual
Report on Form 10-K, its Quarterly Reports on Form 10-Q, its Current Reports on
Form 8-K and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934.
Pinnacle West also has a Corporate Governance webpage. You can access
Pinnacle West's Corporate Governance webpage through its internet site,
www.pinnaclewest.com, by clicking on the "About Us" link to the heading
"Corporate Commitments." Pinnacle West posts the following on its Corporate
Governance webpage:
• Corporate Governance Guidelines;
• Board Committee Summary;
• Charters for Pinnacle West's Audit Committee, Corporate Governance Committee, Finance, Nuclear and Operating Committee and Human Resources Committee;
• Code of Ethics for Financial Professionals;
• Ethics Policy and Standards of Business Practices;
• Director Independence Standards;
• Executive Officer Stock Ownership Guidelines; and
• Restricted Stock Retention Policy.
Pinnacle West will post any amendments to the Code of Ethics and Ethics
Policy and Standards of Business Practices, and any waivers that are required to
be disclosed by the rules of either the SEC or the New York Stock Exchange, on
its internet site. The information on Pinnacle West's internet site is not
incorporated by reference into this report.
You can request a copy of these documents, excluding exhibits, by contacting
Pinnacle West at the following address: Pinnacle West Capital Corporation,
Office of the Secretary, Station 9068, P.O. Box 53999, Phoenix, Arizona
85072-3999 (telephone 602-250-3252).
Forward-Looking Statements
This document contains forward-looking statements based on current
expectations, and neither Pinnacle West 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. These forward-looking statements are often
identified by words such as "estimate," "predict," "hope," "may," "believe,"
"anticipate," "plan," "expect," "require," "intend," "assume" and similar words.
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 this report, these factors
include, but are not limited to:
• state and federal regulatory and legislative decisions and actions, particularly those affecting our rates and our recovery of fuel and purchased power costs;
• 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);
. . .
Exhibit
No. Registrant(s) Description
12.1 Pinnacle West Ratio of Earnings to Fixed Charges
12.2 Pinnacle West Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividend Requirements
23.1 Pinnacle West Consent of Deloitte & Touche LLP
23.2 APS Consent of Deloitte & Touche LLP
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