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PNW > SEC Filings for PNW > Form 8-K on 21-Feb-2014All Recent SEC Filings




Results of Operations and Financial Condition, Change in Directors or

Item 2.02. Results of Operations and Financial Condition and Item 7.01. Regulation FD Disclosure.

The following information is furnished pursuant to both Item 2.02 and 7.01.

On February 21, 2014, Pinnacle West Capital Corporation ("Pinnacle West" or the "Company") issued a press release regarding its financial results for the fiscal quarter and full year ended December 31, 2013 and its earnings outlook for 2014. A copy of the press release is attached hereto as Exhibit 99.1.

The Company is providing a quarterly and full year consolidated statistical summary and earnings variance explanations and a copy of the slide presentation made in connection with its earnings conference call on February 21, 2014. This information contains Company operating results for the fiscal quarter and fiscal year ended December 31, 2013 and is attached hereto as Exhibits 99.2, 99.3 and
99.4. The statistical summary, earnings variance explanations, and slide presentation are concurrently being posted to the Company's website at, which also contains a glossary of relevant terms.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2014, the Board of Directors (the "Board") of Pinnacle West expanded the number of directors on the Board by two and elected Messrs. Richard P. Fox and David P. Wagener as Directors. Messrs. Fox and Wagener's initial terms will extend until the Pinnacle West 2014 Annual Meeting of Shareholders in May 2014 ("2014 Annual Meeting of Shareholders"). The Board of Arizona Public Service Company ("APS"), the principal subsidiary of Pinnacle West, also elected Messrs. Fox and Wagener to its Board. Mr. Fox has been appointed to the Audit and Finance Committees of Pinnacle West and Mr. Wagener has been appointed to the Finance and Nuclear and Operating Committees of Pinnacle West. Messrs. Fox and Wagener will participate in the compensation arrangements for non-employee directors described on page 57 of the Pinnacle West Proxy Statement for its Annual Meeting of Shareholders held on May 15, 2013, except the annual retainer and equity grant will be prorated to reflect their service from the date of their election until the 2014 Annual Meeting of Shareholders.

Item 9.01. Financial Statements and Exhibits.

(d)                 Exhibits

No.       Registrant(s)                          Description

 99.1     Pinnacle West   Earnings News Release issued on February 21, 2014.

 99.2     Pinnacle West   Pinnacle West quarterly consolidated statistical summary
               APS        for the three-month and twelve-month periods ended
                          December 31, 2013 and 2012.

 99.3     Pinnacle West   Pinnacle West 4th Quarter and Full-Year 2013 Results
               APS        slide presentation accompanying February 21, 2014
                          conference call.

 99.4     Pinnacle West   Pinnacle West earnings variance explanations for the
               APS        three and twelve months ended December 31, 2013 and 2012
                          and Consolidated Statements of Income for the three and
                          twelve months ended December 31, 2013 and 2012.

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