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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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): June 30, 2006
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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 |
Commission File Number |
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Address and Telephone Number |
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Identification Number |
1-8962
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Pinnacle West Capital Corporation |
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86-0512431 |
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(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
Phoenix, AZ 85072-3999
(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)
400 North Fifth Street, P.O. Box 53999
Phoenix, AZ 85072-3999
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
o 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.
TABLE OF CONTENTS
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Page |
Item 2.02 Results of Operations and Financial Condition |
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2 |
Item 7.01 Regulation FD Disclosure |
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3 |
Item 9.01 Financial Statements and Exhibits |
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4 |
Signatures |
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5 |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
Certain of the Information referenced in Item 7.01 below relates to Pinnacle West Capital
Corporations (Pinnacle West or the
Company) results of operations for the three and six
months ended
June 30, 2006. This Information is attached hereto as Exhibits 99.2, 99.3 99.7, 99.9 and 99.10.
On
July 21, 2006, the Company issued a press release regarding its
financial results for the three and six months ended June 30, 2006. A copy of the press release is attached hereto as Exhibit
99.9.
The information being furnished pursuant to this Item 2.02 and in Exhibits 99.2, 99.3 99.7,
99.9 and 99.10 of this report relating to the Companys financial results for the three and six
months ended June 30, 2006 shall not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of
that Section, and shall not be incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Exhibit 99.9 to this report contains certain non-GAAP financial measures, as defined in Item
10(e) of Regulation S-K of the Exchange Act. We describe these non-GAAP financial measures as
on-going earnings and on-going earnings per share. Exhibit 99.9 contains a table that
reconciles each of these non-GAAP financial measures to net income, which is the most directly
comparable financial measure calculated and presented in accordance with accounting principles
generally accepted in the United States of America (GAAP). 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.
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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, 99.7, 99.8 and 99.10). This Information
is concurrently being posted to the Companys website at www.pinnaclewest.com. The
Information may not represent all of the factors that could affect the Companys 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.
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit |
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No. |
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Registrant(s) |
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Description |
99.1
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Pinnacle West
Arizona Public
Service Company
(APS)
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Pinnacle West Capital Corporation quarterly
consolidated statistical summary (cover
page and list of contents). |
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99.2
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Pinnacle West
APS
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Pinnacle West Capital Corporation quarterly
consolidated statistical summary for the
six-month periods ended June 30, 2006 and
2005. |
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99.3
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Pinnacle West
APS
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Pinnacle West Capital Corporation
consolidated statistics by quarter for
2006. |
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99.4
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Pinnacle West
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Pinnacle West Capital Corporation
consolidated statistics by quarter for
2005. |
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99.5
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Pinnacle West
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Pinnacle West Capital Corporation
consolidated statistics by quarter for
2004. |
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99.6
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Pinnacle West
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Pinnacle West Capital Corporation
consolidated statistics by quarter for
2003. |
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99.7
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Pinnacle West
APS
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Pinnacle West Capital Corporation earnings
variance explanations for the three and six
months ended
June 30, 2006 and 2005 and condensed
consolidated statements of income for the
three and six months ended June 30, 2006
and 2005. |
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99.8
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Pinnacle West
APS
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Glossary of Terms. |
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99.9
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Pinnacle West
APS
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Earnings News Release issued on
July 21, 2006. |
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99.10
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Pinnacle West
APS
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Non-GAAP Financial Measure
Reconciliation Operating Income (GAAP Measure) to Gross
Margin (Non-GAAP Financial Measure). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PINNACLE WEST CAPITAL CORPORATION
(Registrant)
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Dated: July 21, 2006 |
By: |
/s/ Barbara M. Gomez
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Barbara M. Gomez |
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Vice President and Treasurer |
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ARIZONA PUBLIC SERVICE COMPANY
(Registrant)
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Dated: July 21, 2006 |
By: |
/s/ Barbara M. Gomez
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Barbara M. Gomez |
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Vice President and Treasurer |
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