SEC Info - Pinnacle West Capital Corp - ‘10-Q’ for 3/31/98

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Pinnacle West Capital Corp – ‘10-Q’ for 3/31/98

As of: Friday, 5/15/98 · For: 3/31/98 · Accession #: 950147-98-404 · File #: 1-08962

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/15/98  Pinnacle West Capital Corp        10-Q        3/31/98    2:49K                                    Imperial Fin’l … Corp/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      23     82K 
 2: EX-27       Financial Data Schedule                                1      7K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Reports on Form 8-K Financial Statements Liquidity and Capital Resources Management's Discussion and Analysis of Financial Condition and Results Other Information Purported Navajo Environmental Regulation
1	1st Page - Filing Submission
4	Item 1. Financial Statements
16	Item 2. Management's Discussion and Analysis of Financial Condition and Results
18	Liquidity and Capital Resources
21	Item 5. Other Information
"	Purported Navajo Environmental Regulation
22	Item 6. Exhibits and Reports on Form 8-K

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 FORM 10-Q
Securities and Exchange Commission
Washington, D.C. 20549

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                    
SECURITIES EXCHANGE ACT OF 1934                             

For the quarterly period ended      March 31, 1998                              
      ------------------------

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                   
SECURITIES EXCHANGE ACT OF 1934                             

For the transition period from                      to                          
                          --------------------    --------------------

Commission file number    1-8962                                                
------------                      

 PINNACLE WEST CAPITAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

     Arizona                                                86-0512431
------------------------------                               -------------------
(State or other jurisdiction of                               (I.R.S. Employer  
incorporation or organization)                               Identification No.)

400 E. Van Buren St., P.O. Box 52132, Phoenix, Arizona           85072-2132     
------------------------------------------------------           ----------     
  (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:       (602) 379-2500        

--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report) 

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.                                              

Yes   X   No      
    -----    -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.                                

 Number of shares of common stock, no par value,
outstanding as of May 14, 1998: 84,808,018    

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Glossary
--------

ACC - Arizona Corporation Commission                                            

ACC Staff - Staff of the Arizona Corporation Commission                         

APS - Arizona Public Service Company                                            

Cholla - Cholla Power Plant                                                     

Company - Pinnacle West Capital Corporation                                     

EITF - Emerging Issues Task Force                                               

EITF 97-4 - Emerging  Issues Task Force  Issue No.  97-4,  "Deregulation  of the
Pricing of Electricity --- Issues Related to the Applications of FASB Statements
No. 71, Accounting for the Effects of Certain Types of Regulation,  and No. 101,
Regulated  Enterprises --- Accounting for the  Discontinuation of Application of
FASB Statement No. 71"                                                          

El Dorado - El Dorado Investment Company                                        

EPA - United States Environmental Protection Agency                             

FERC - Federal Energy Regulatory Commission                                     

Four Corners - Four Corners Power Plant                                         

ITC - Investment tax credit                                                     

1997 10-K - Pinnacle West Capital Corporation Annual Report on Form 10-K for the
fiscal year ended December 31, 1997                                             

NGS - Navajo Generating Station                                                 

Palo Verde - Palo Verde Nuclear Generating Station                              

Pinnacle West - Pinnacle West Capital Corporation                               

Power Coordination Agreement - 1955 agreement between the Company and Salt River
Project that provides for certain electric system and power sales               

Rules  - Rules  adopted  by the ACC for  the  introduction  of  retail  electric
competition in Arizona                                                          

SFAS No. 71 - Statement of Financial  Accounting  Standards No. 71,  "Accounting
for the Effects of Certain Types of Regulation"                                 

SFAS No. 130 - Statement of Financial  Accounting  Standards No. 130, "Reporting
Comprehensive Income"                                                           

SFAS No. 131 - Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information"                        

SFAS No. 132 - Statement of Financial  Accounting Standards No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits"                   

Salt  River  Project - Salt River  Project  Agricultural  Improvement  and Power
District                                                                        

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SunCor - SunCor Development Company                                             

Territorial  Agreement  - 1955  agreement  between  the  Company  and Salt River
Project that has provided  exclusive  retail  service  territories in Arizona as
against each other                                                              

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-1- 

 PART I. FINANCIAL INFORMATION
 -----------------------------

Item 1. Financial Statements.                                                   
-----------------------------                                                   

 PINNACLE WEST CAPITAL CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 -------------------------------------------
 (Unaudited)
(Dollars in thousands, except per share amounts)

                                                Three Months Ended
                                                 March 31,
                                                1998            1997
                                                ------------    ------------
Operating Revenues                                                              
 Electric                                       $    380,423    $    379,021
 Real estate                                          34,161          19,543
                                                ------------    ------------
Total                                                  414,584         398,564  
                                                ------------    ------------

Fuel Expenses                                                                   
 Fuel for electric generation                         50,328          51,122
 Purchased power                                      23,589          34,347
                                                ------------    ------------
Total                                                   73,917          85,469  
                                                ------------    ------------

Operating Expenses                                                              
 Utility operations and maintenance                   96,416          88,016
 Real estate operations                               30,236          19,762
 Depreciation and amortization                        92,830          92,602
 Taxes other than income taxes                        30,348          30,244
                                                ------------    ------------
Total                                                  249,830         230,624  
                                                ------------    ------------
Operating Income                                        90,837          82,471  
                                                ------------    ------------

Other Income (Deductions)                                                       
  Interest on long-term debt                          (39,710)        (39,451)
  Other interest                                       (2,707)         (4,501)
 Capitalized interest                                  4,151           3,834
  Preferred stock dividend requirements of APS         (2,878)         (3,626)
 Other-net                                             4,359           4,223
                                                ------------    ------------
Total                                                  (36,785)        (39,521) 
                                                ------------    ------------
Income Before Income Tax                                54,052          42,950  
Income Tax Expense                                      22,966          17,568  
                                                ------------    ------------
Net Income                                        $     31,086    $     25,382  
                                                ============    ============

Average Common Shares Outstanding                   84,785,309      87,418,663  

Earnings Per Average Common Share Outstanding:                                  
Net income - basic                              $       0.37    $       0.29
                                                ============    ============
Net income - diluted                            $       0.36    $       0.29
                                                ============    ============

Dividends Declared Per Share                      $      0.300    $      0.275  
                                                ============    ============

See Notes to Condensed Consolidated Financial Statements.                       

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 PINNACLE WEST CAPITAL CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 -------------------------------------------
 (Unaudited)
(Dollars in thousands, except per share amounts)

                                                        [Enlarge/Download Table]

                                                                    Twelve Months Ended      
                                                                          March 31,          
                                                                    1998            1997     
                                                                ------------    ------------ 
                                                                                             
Operating Revenues                                                                           
   Electric                                                     $  1,879,955    $  1,752,032 
   Real estate                                                       131,091         103,037 
                                                                ------------    ------------ 
Total                                                              2,011,046       1,855,069 
                                                                ------------    ------------ 

Fuel Expenses                                                                                
   Fuel for electric generation                                      200,547         239,181 
   Purchased power                                                   224,528         115,539 
                                                                ------------    ------------ 
Total                                                                425,075         354,720 
                                                                ------------    ------------ 

Operating Expenses                                                                           
   Utility operations and maintenance                                407,834         430,987 
   Real estate operations                                            122,102          98,300 
   Depreciation and amortization                                     368,513         333,174 
   Taxes other than income taxes                                     121,650         118,120 
                                                                ------------    ------------ 
Total                                                              1,020,099         980,581 
                                                                ------------    ------------ 
Operating Income                                                     565,872         519,768 
                                                                ------------    ------------ 

Other Income (Deductions)                                                                    
   Allowance for equity funds used during construction                  --             3,534 
   Interest on long-term debt                                       (160,929)       (165,000)
   Other interest                                                    (16,879)        (23,419)
   Capitalized interest                                               16,525          10,106 
   Preferred stock dividend requirements of APS                      (12,055)        (16,241)
   Other-net                                                           4,705          (4,192)
                                                                ------------    ------------ 
Total                                                               (168,633)       (195,212)
                                                                ------------    ------------ 
Income From Continuing Operations Before Income Tax                  397,239         324,556 
Income Tax Expense                                                   155,679         122,974 
                                                                ------------    ------------ 
Income From Continuing Operations                                    241,560         201,582 
Loss from Discontinued Operations, Net of Income Tax of $6,461          --            (9,539)
Extraordinary Charge for Early Retirement of Debt,                                           
     Net of Income Tax of $11,341                                       --           (16,743)
                                                                ------------    ------------ 
Net Income                                                      $    241,560    $    175,300 
                                                                ============    ============ 

Average Common Shares Outstanding                                 84,853,589      87,433,676 

Earnings (Loss) Per Average Common Share Outstanding:                                        
Continuing Operations - Basic                                   $       2.85    $       2.30 
Net Income - Basic                                              $       2.85    $       2.00 
Continuing Operations - Diluted                                 $       2.83    $       2.29 
Net Income - Diluted                                            $       2.83    $       1.99 

Dividends Declared Per Share                                    $      1.150    $      1.050 
                                                                ============    ============ 

See Notes to Condensed Consolidated Financial Statements.                       

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 PINNACLE WEST CAPITAL CORPORATION
 CONDENSED CONSOLIDATED BALANCE SHEETS
 -------------------------------------
 (Unaudited)

ASSETS
------
(Thousands of Dollars)

                                                                [Download Table]

                                                        March 31,   December 31,
                                                          1998          1997    
                                                      ------------  ------------
                                                                                

Current Assets                                                                  
   Cash and cash equivalents                          $     22,119  $     27,484
   Customer and other receivables--net                     139,615       183,507
   Accrued utility revenues                                 49,531        58,559
   Material and supplies                                    72,902        70,634
   Fossil fuel                                              10,854         9,621
   Deferred income taxes                                    57,888        57,887
   Other current assets                                     44,007        41,408
                                                      ------------  ------------
      Total current assets                                 396,916       449,100
                                                      ------------  ------------

Investments and Other Assets                                                    
   Real estate investments--net                            355,857       365,921
   Other assets                                            220,709       215,027
                                                      ------------  ------------
      Total investments and other assets                   576,566       580,948
                                                      ------------  ------------

Utility Plant                                                                   
   Electric plant in service and held for future use     7,024,991     7,009,059
   Less accumulated depreciation and                                            
     amortization                                        2,685,184     2,620,607
                                                      ------------  ------------
      Total                                              4,339,807     4,388,452
   Construction work in progress                           270,147       237,492
   Nuclear fuel, net of amortization                        58,737        51,624
                                                      ------------  ------------
      Net utility plant                                  4,668,691     4,677,568
                                                      ------------  ------------

Deferred Debits                                                                 
   Regulatory asset for income taxes                       444,887       458,369
   Rate synchronization cost deferrals                     345,068       358,871
   Other deferred debits                                   313,480       325,561
                                                      ------------  ------------
      Total deferred debits                              1,103,435     1,142,801
                                                      ------------  ------------

Total Assets                                          $  6,745,608  $  6,850,417
                                                      ============  ============

See Notes to Condensed Consolidated Financial Statements.                       

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 PINNACLE WEST CAPITAL CORPORATION
 CONDENSED CONSOLIDATED BALANCE SHEETS
 -------------------------------------
 (Unaudited)

LIABILITIES AND EQUITY
----------------------
(Thousands of Dollars)

                                                   March 31,    December 31,
                                                 1998           1997
                                                 ------------   ------------

Current Liabilities                                                             
 Accounts payable                                $     80,038   $    117,429
 Accrued taxes                                        138,328         84,610
 Accrued interest                                      28,465         32,974
 Short-term borrowings                                 81,000        130,750
 Current maturities of long-term debt                   8,313        108,695
 Customer deposits                                     30,924         30,672
 Other current liabilities                             27,962         18,534
                                                 ------------   ------------
    Total current liabilities                         395,030        523,664
                                                 ------------   ------------

Long-Term Debt Less Current Maturities                2,283,235      2,244,248  
                                                 ------------   ------------

Deferred Credits and Other                                                      
 Deferred income taxes                              1,350,797      1,363,461
 Deferred investment tax credit                        48,435         50,861
 Unamortized gain - sale of utility plant              81,219         82,363
 Other                                                393,697        387,223
                                                 ------------   ------------
    Total deferred credits and other                1,874,148      1,883,908
                                                 ------------   ------------

Commitments and Contingencies (Notes 5, 8 and 9)                                

Minority Interests                                                              
 Non-redeemable preferred stock of APS                141,317        142,051
                                                 ------------   ------------

 Redeemable preferred stock of APS                     19,110         29,110
                                                 ------------   ------------

Common Stock Equity                                                             
 Common stock, no par value                         1,553,453      1,553,771
 Retained earnings                                    479,315        473,665
                                                 ------------   ------------
    Total common stock equity                       2,032,768      2,027,436
                                                 ------------   ------------

Total Liabilities and Equity                       $  6,745,608   $  6,850,417  
                                                 ============   ============

See Notes to Condensed Consolidated Financial Statements.                       

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 PINNACLE WEST CAPITAL CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 -----------------------------------------------
 (Unaudited)
(THOUSANDS OF DOLLARS)

                                              Three Months Ended
                                               March 31,
                                               1998         1997
                                              ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net Income                                          $  31,086    $  25,382      

Items not requiring cash                                                  
Depreciation and amortization                   101,443      100,322
 Deferred income taxes--net                      (11,419)      (8,816)
 Deferred investment tax credit                   (2,426)      (2,352)
 Other--net                                        1,325       (5,661)
Changes in current assets and liabilities                                 
Customer and other receivables--net              44,468       24,718
Accrued utility revenues                          9,028        6,244
Materials, supplies and fossil fuel              (3,501)       2,196
 Other current assets                             (2,585)      (1,133)
 Accounts payable                                (37,749)     (51,383)
Accrued taxes                                    53,384       51,438
 Accrued interest                                 (4,509)     (10,900)
 Other current liabilities                        10,679      (11,916)
Decrease in land held                               11,051        1,673   
Other--net                                           8,527       28,286   
                                              ---------    ---------
Net Cash Flow Provided By Operating Activities        208,802      148,098      
                                              ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES                                            
Capital expenditures                               (60,848)     (77,129)  
Capitalized interest                                (4,151)      (3,834)  
Other--net                                             (89)       1,797   
                                              ---------    ---------
Net Cash Flow Used For Investing Activities           (65,088)     (79,166)     
                                              ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES                                            
Issuance of long-term debt                          99,375        2,507   
Short-term borrowings--net                         (49,750)     199,400   
Dividends paid on common stock                     (25,436)     (24,042)  
Repayment of long-term debt                       (162,216)    (194,098)  
Redemption of preferred stock                      (10,599)     (25,980)  
Other--net                                            (453)        (813)  
                                              ---------    ---------
Net Cash Flow Used For Financing Activities          (149,079)     (43,026)     
                                              ---------    ---------
Net Cash Flow                                          (5,365)      25,906      
Cash and Cash Equivalents at Beginning of Period       27,484       26,686      
                                              ---------    ---------
Cash and Cash Equivalents at End of Period          $  22,119    $  52,592      
                                              =========    =========

Supplemental Disclosure of Cash Flow Information:                               
Cash paid during the period for:                                          
Interest, net of amounts capitalized          $  40,942    $  50,096
Income taxes                                  $   4,600    $   4,001

See Notes to Condensed Consolidated Financial Statements.                       

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 PINNACLE WEST CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The  condensed  consolidated  financial  statements  include the  accounts of
Pinnacle West and its subsidiaries:  APS, SunCor and El Dorado.  All significant
intercompany  balances  have been  eliminated.  Certain prior year balances have
been restated to conform to the current year presentation.                      

2.  In  the  opinion  of  the  Company,  the  accompanying  unaudited  condensed
consolidated financial statements contain all adjustments  (consisting of normal
recurring  accruals)  necessary  to present  fairly the  financial  position  of
Pinnacle  West and its  subsidiaries  as of  March  31,  1998,  the  results  of
operations for the three months and twelve months ended March 31, 1998 and 1997,
and the cash flows for the three  months  ended March 31,  1998 and 1997.  It is
suggested that these condensed  consolidated  financial  statements and notes to
condensed  consolidated  financial  statements be read in  conjunction  with the
consolidated financial statements and notes to consolidated financial statements
included in the 1997 10-K.                                                      

3. The operations of APS are subject to seasonal  fluctuations,  with variations
in energy usage by customers  occurring  from season to season and from month to
month within a season, primarily as a result of changing weather conditions. For
this and other reasons,  the results of operations  for interim  periods are not
necessarily indicative of the results to be expected for the full year.         

4. See  "Liquidity  and Capital  Resources" in Part I, Item 2 of this report for
changes in capitalization for the three months ended March 31, 1998.            

5. Regulatory Matters --- Electric Industry Restructuring                       

State                                                                           

ACC  Rules.  The ACC has  been  conducting  an  ongoing  investigation  into the
restructuring  of the  Arizona  electric  industry.  In December  1996,  the ACC
adopted rules that provide a framework for the  introduction  of retail electric
competition. The ACC framework rules include the following major provisions:    

o        The  rules  are  intended  to apply  to  virtually  all of the  Arizona
electric utilities regulated by the ACC, including APS.       

o        Each affected utility would be required to make available at least 20% 
         of its 1995 system retail peak demand for competitive generation supply
         to all customer  classes not later than  January 1, 1999;  at least 50%
         not later than January 1, 2001;  and all of its retail demand not later
than January 1, 2003.                                         

o        Electric service providers that obtain  Certificates of Convenience and
         Necessity  (CC&Ns)  from the ACC would be allowed  to  supply,  market,
and/or broker                                                 

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         specified  electric  services at retail.  These  services would include
         electric   generation,    but   exclude   electric   transmission   and
distribution.                                                 

o        On or before December 31, 1997,  each affected  utility was required to
         file with the ACC proposed  tariffs for bundled  service,  if different
         than current  tariffs,  and unbundled  service.  Bundled  service means
         electric    service   elements   (i.e.,    generation,    transmission,
         distribution,   and  ancillary  services)  provided  as  a  package  to
         consumers within an affected utility's current service area.  Unbundled
         service means electric service elements provided and priced separately.

o        The rules  indicate  that the ACC will allow  recovery  of  unmitigated
         stranded  costs.  Stranded  costs are the costs of  generating  plants,
         other assets and contract  commitments that were prudently  incurred to
         serve power  customers that could go unrecovered if these customers are
         allowed to use open access to move to another  supplier.  Each affected
         utility  would  be  required  to file  with  the ACC its  estimates  of
         unmitigated  stranded  costs.  The ACC would  then,  after  hearing and
         consideration of various  factors,  determine the magnitude of stranded
      costs and appropriate stranded cost recovery mechanisms and charges.

The ACC  ordered  in the rules  that  numerous  issues  (including  reliability;
stranded cost measurement and recovery; the phase-in process, bundled, unbundled
and metering  services;  legal issues;  and independent system operator and spot
market development) require additional  consideration prior to implementation of
retail electric competition.  During 1997, the ACC conducted workshops to gather
input from various constituencies with respect to those issues. In 1998, the ACC
has continued conducting workshops on certain of the issues.                    

In February 1998, the ACC completed a formal,  generic  hearing on stranded cost
determination  and  recovery.  Based  on  various  assumptions,   estimates  and
methodologies,  APS currently  estimates that its stranded costs to be recovered
(excluding  regulatory assets which have already been addressed by the ACC) will
be less than $500 million. APS is seeking full recovery of stranded costs during
a transition  period proposed to go through 2006. On May 6, 1998, an ACC Hearing
Officer issued a Recommended  Decision in the above  proceeding  that,  although
recommending  an  opportunity  for full recovery of APS' stranded  costs,  would
impose certain  conditions and restrictions on stranded cost recovery.  However,
final decisions by the ACC have not yet been made with respect to this issue.   

The Company  believes that certain  provisions  of the ACC  framework  rules are
deficient.  In  February  1997,  a lawsuit was filed by APS to protect its legal
rights  regarding  those rules.  That  lawsuit is pending but two related  cases
filed by other  utilities  have been  partially  decided in a manner  adverse to
those utilities' positions.                                                     

Legislative Initiatives. An Arizona joint legislative committee studied electric
utility industry restructuring issues in 1996 and 1997. In conjunction with that
study,  Arizona  legislative  counsel prepared memoranda in late 1997 related to
the legal authority of                                                          

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the ACC to deregulate the Arizona electric utility industry. The memoranda raise
a  question  as  to  the  degree  to  which  the  ACC  may,  under  the  Arizona
Constitution,  deregulate any portion of the electric utility industry and allow
rates to be determined by market  forces.  This latter issue (the ability of the
ACC to set rates  based on the  competitive  market) was decided in favor of the
ACC in the related lawsuits referenced in the preceding paragraph.              

In May 1998, the final version of a bill to facilitate  implementation of retail
electric  competition in the state was approved by the  House/Senate  conference
committee of the Arizona  legislature.  The bill  includes the  following  major
provisions: (a) requirements that Arizona's largest government-operated electric
utility (Salt River Project) and, at their option, smaller city electric systems
(i) open their service  territories to electric  service  providers to implement
retail  electric  generation  competition  for 20% of each utility's 1995 retail
peak demand by December  31, 1998 and for all retail  customers  by December 31,
2000;  (ii) decrease rates by at least 10% over a ten-year  period  beginning as
early as January 1,  1991;  (iii)  implement  procedures  and public  processes,
including  judicial  review at the request of either an interested  party or the
Arizona Attorney General, for establishing the terms,  conditions and pricing of
electric  services as well as certain other decisions  affecting retail electric
competition,  which  procedures  and processes  are  comparable to those already
applicable to public  service  corporations;  (b) a  description  of the factors
which  form the basis of  consideration  by Salt River  Project  in  determining
stranded costs; and (c) a requirement, both for public power entities and public
service  corporations  (including APS), that billing,  collection,  metering and
meter reading  services be provided on a competitive  basis during the first two
years of competition only for customers having demands in excess of one megawatt
(and that are eligible for competitive generation services),  and thereafter for
all customers receiving competitive electric generation.                        

The legislature will also review and make  recommendations  for the 1999 Arizona
legislature on certain issues, including: whether public power entities excluded
from the  current  bill  should be included;  taxation  issues  associated  with
electric competition;  regulation of public power entities outside their service
territory;  constitutional issues relating to facilitating electric competition;
system priority,  capacity,  capability and reliability;  antitrust issues;  and
public power entities  compliance with the code of conduct and affiliate  issues
between competitive and noncompetitive service electricity  providers.  The bill
now goes to the Arizona House and Senate for a final vote and, if passed, to the
Governor for consideration.                                                     

Federal                                                                         

The  Energy  Policy  Act of 1992 and recent  rulemakings  by FERC have  promoted
increased  competition in the wholesale electric power markets. The Company does
not expect these rules to have a material impact on its financial statements.   

Several  electric  utility  reform  bills  have been  introduced  during  recent
congressional  sessions,  which as currently  written,  would allow consumers to
choose their  electricity  suppliers by 2000 or 2003.  These bills,  other bills
that are expected to be introduced, and ongoing discussions at the federal level
suggest  a wide  range of  opinion  that  will need to be  narrowed  before  any
substantial restructuring of the electric utility industry can occur.           

Regulatory Accounting                                                           

APS prepares its  financial  statements  in  accordance  with the  provisions of
Statement of Financial  Accounting  Standards (SFAS) No. 71, "Accounting for the
Effects of Certain  Types of  Regulation."  SFAS No. 71  requires a  cost-based,
rate-regulated  enterprise to reflect the impact of regulatory  decisions in its
financial statements. APS' existing                                             

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-9- 

regulatory  orders and current  regulatory  environment  support its  accounting
practices  related to regulatory  assets,  which amounted to approximately  $0.9
billion at March 31, 1998. In accordance with the 1996 regulatory agreement, the
ACC accelerated the amortization of substantially  all of APS' regulatory assets
to an eight-year period that began July 1, 1996.                                

During 1997, the Emerging  Issues Task Force (EITF) of the Financial  Accounting
Standards  Board (FASB)  issued EITF 97-4,  which  requires  that SFAS No. 71 be
discontinued no later than when  legislation is passed or a rate order is issued
that  contains  sufficient  detail to determine its effect on the portion of the
business being  deregulated,  which could result in write-downs or write-offs of
physical  and/or  regulatory  assets.  Additionally,  the EITF  determined  that
regulatory  assets should not be written off if they are to be recovered  from a
portion of the entity which continues to apply SFAS No. 71.                     

Although  the ACC has issued  rules for  transitioning  generation  services  to
competition,  there are many unresolved  issues. APS continues to apply SFAS No.
71 to all of its operations.  If rate recovery of regulatory assets is no longer
probable, whether due to competition or regulatory action, APS would be required
to write off the remaining balance as an extraordinary charge to expense.       

General                                                                         

The Company believes that further ACC decisions,  legislation at the Arizona and
federal  levels  and  perhaps  amendments  to the  Arizona  Constitution  (which
amendments  would  require a vote of the  people)  will  ultimately  be required
before  significant  implementation of retail electric  competition can lawfully
occur in Arizona.  Until the manner of implementation of competition,  including
addressing stranded costs, is determined,  the Company cannot accurately predict
the impact of full retail competition on its financial  position,  cash flows or
results of  operation.  As  competition  in the electric  industry  continues to
evolve,  the Company will continue to evaluate  strategies and alternatives that
will position the Company to compete in the new regulatory environment.         

6. Regulatory Matters --- 1996 Regulatory Agreement                             

In April 1996, the ACC approved a regulatory  agreement  between APS and the ACC
Staff. The major provisions of this agreement are:                              

o        An annual rate  reduction of  approximately  $48.5 million ($29 million
         after  income  taxes),  or 3.4% on  average  for all  customers  except
certain contract customers, effective July 1, 1996.           

o        Recovery of substantially all of APS' present regulatory assets through
         accelerated  amortization  over an eight-year period that began July 1,
         1996, increasing annual amortization by approximately $120 million ($72
million after income taxes).                                  

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o        A formula  for  sharing  future  cost  savings  between  customers  and
         shareholders  (price reduction formula)  referencing a return on equity
(as defined) of 11.25%.                                       

o        A moratorium  on filing for  permanent  rate  changes  prior to July 2,
         1999,  except under the price reduction formula and under certain other
limited circumstances.                                        

o        Infusion  of $200  million  of  common  equity  into APS by the  parent
company, in annual payments of $50 million starting in 1996.  

Pursuant to the price reduction formula,  in May 1997, the ACC approved a retail
price  decrease of  approximately  $17.6  million  ($10.5  million  after income
taxes),  or 1.2%,  effective July 1, 1997. In March 1998, APS filed with the ACC
its calculation of an annual price reduction of  approximately  $17 million ($10
million after income  taxes),  or 1.1%, to become  effective  July 1, 1998.  The
amount and timing of the price decrease are subject to ACC approval.            

7. Agreement with Salt River Project                                            

On April 25, 1998,  APS and Salt River  Project  entered  into a  Memorandum  of
Agreement  in  anticipation  of, and to  facilitate,  the opening of the Arizona
electric  industry.  The Agreement contains the following major components (some
of which are subject to approval of their respective Boards of Directors):      

o        APS and Salt River  Project  would amend the  Territorial  Agreement to
         remove any barriers to the provision of competitive  electricity supply
and non-distribution services.                                

o        APS and Salt River Project would amend the Power Coordination Agreement
         to lower the price that APS will pay Salt River  Project for  purchased
         power by  approximately  $17  million  (pretax)  in 1999 and by  lesser
annual amounts through 2006.                                  

o        APS and Salt  River  Project  agreed on certain  legislative  positions
         regarding  electric  utility  restructuring  at the state  and  federal
level.                                                        

An ACC docket has been established so that the ACC may review certain provisions
of the Agreement.  The ACC Staff has requested the ACC Hearing Division to issue
a procedural order to govern the proceedings  before the ACC on this matter.  In
its request,  the ACC Staff  identified  certain issues that it believes the ACC
should consider,  including whether (a) the Territorial Agreement remains in the
public interest,                                                                

(b) the  Agreement is a contract in restraint  of trade,  and (c) the  Agreement
will materially lessen the potential for retail electric competition in Arizona.
APS cannot  predict what action,  if any, will result from any ACC hearings that
may be held with respect to the Agreement.                                      

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The Antitrust  Unit of the Arizona  Attorney  General's  Office,  which has been
involved in the ongoing  regulatory and  legislative  proceedings  regarding the
restructuring of the Arizona electric industry,  has requested  clarification of
the operation of certain of the Agreement's provisions. APS is currently engaged
in discussions with the Arizona Attorney General's Office regarding this matter.

8. The Palo Verde  participants  have  insurance for public  liability  payments
resulting  from  nuclear  energy  hazards to the full limit of  liability  under
federal law. This potential  liability is covered by primary liability insurance
provided by commercial  insurance carriers in the amount of $200 million and the
balance by an industry-wide  retrospective  assessment program. If losses at any
nuclear power plant covered by the programs  exceed the accumulated  funds,  APS
could be assessed retrospective premium adjustments.  The maximum assessment per
reactor  under the  program  for each  nuclear  incident  is  approximately  $79
million, subject to an annual limit of $10 million per incident. Based upon APS'
29.1% interest in the three Palo Verde units, APS' maximum potential  assessment
per incident is approximately $69 million,  with an annual payment limitation of
approximately $9 million.                                                       

The Palo Verde  participants  maintain "all risk"  (including  nuclear  hazards)
insurance for property damage to, and decontamination of, property at Palo Verde
in the aggregate  amount of $2.75 billion,  a substantial  portion of which must
first be applied to  stabilization  and  decontamination.  APS has also  secured
insurance  against  portions of any  increased  cost of  generation or purchased
power and business interruption resulting from a sudden and unforeseen outage of
any of the  three  units.  The  insurance  coverage  discussed  in this  and the
previous paragraph is subject to certain policy conditions and exclusions.      

9. APS has encountered  tube cracking in the Palo Verde steam generators and has
taken, and will continue to take,  remedial actions that it believes have slowed
the rate of tube degradation. The projected service life of the steam generators
is  reassessed  periodically  and  these  analyses  indicate  that  it  will  be
economically  desirable for APS to replace the Unit 2 steam  generators  between
2003 and 2008.  APS estimates that its share of the  replacement  costs (in 1998
dollars  and  including  installation  and  replacement  power  costs)  will  be
approximately  $50 million,  most of which will be incurred after the year 2000.
During the fourth quarter of 1997, the Palo Verde  participants,  including APS,
entered into a contract for the fabrication of two replacement steam generators.
The cost to APS is estimated at approximately $26 million. These generators will
be used as  replacements if performance of existing  generators  deteriorates to
less than acceptable  levels.  The generators are expected on site in 2002. APS'
share of installation  costs is approximately  $24 million.  Based on the latest
available data, APS estimates that the Unit 1 and Unit 3 steam generators should
operate for the license  periods (until 2025 and 2027,  respectively),  although
APS will continue its normal periodic assessment of these steam generators.     

10. In the first  quarter of 1998 the Company  adopted SFAS No. 130,  "Reporting
Comprehensive  Income."  This  standard  changed the  reporting of certain items
previously reported in the common stock equity section of the balance sheet. The
effects of                                                                      

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adopting SFAS No. 130 were not material to the Company's  consolidated financial
statements.                                                                     

The Financial  Accounting  Standards  Board issued SFAS No. 131 on  "Disclosures
about  Segments  of an  Enterprise  and Related  Information"  and SFAS No. 132,
"Employers' Disclosures about Pensions and Other Postretirement  Benefits," both
of which are effective for fiscal years  beginning after December 15, 1997. SFAS
No.  131  requires  that  public  companies  report  certain  information  about
operating segments in their financial  statements.  It also establishes  related
disclosures about products and services,  geographic areas, and major customers.
The Company is currently  evaluating  what impact this standard will have on its
disclosures.  SFAS No. 132 standardizes the disclosure requirements for pensions
and other postretirement  benefits. It is not expected to have a material effect
on the Company's financial statement disclosures.                               

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 PINNACLE WEST CAPITAL CORPORATION

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
of Operations.                                                                  
--------------                                                                  

Operating Results                                                               
-----------------                                                               

        The  following  table shows the income  and/or loss of Pinnacle West and
its subsidiaries  for the three-month and  twelve-month  periods ended March 31,
1998 and 1997:                                                                  
 Income (Loss)
 (Unaudited)
(Thousands of Dollars)

                    Three Months Ended             Twelve Months Ended
                     March 31,                       March 31,
                      1998            1997            1998            1997
                     ---------       ---------       ---------       ---------

APS                   $  29,057       $  25,019       $ 242,728       $ 210,269 

SunCor                    3,239           1,088           7,485           6,452 

El Dorado                 3,169           3,270           8,089           3,777 

Pinnacle West (1)        (4,379)         (3,995)        (16,742)        (45,198)

                     ---------       ---------       ---------       ---------
NET INCOME            $  31,086       $  25,382       $ 241,560       $ 175,300 
                     =========       =========       =========       =========

(1)      Includes  Pinnacle West's interest  expense,  extraordinary  charge for
         early  retirement  of  debt,   discontinued  operations  and  operating
         expenses,  net of income tax benefits.  Income tax benefits  (expenses)
         are as follows  (in  thousands):  $(921) and $386 for the three  months
         ended March 31, 1998 and 1997, respectively; and $1,443 and $20,033 for
the twelve months ended March 31, 1998 and 1997 respectively. 

APS                                                           
---                                                           

         Operating  Results -  Three-month  period ended March 31, 1998 compared
         -----------------------------------------------------------------------
with three-month period ended March 31, 1997                  
--------------------------------------------                  

         Earnings increased $4 million in the three-month  comparison  primarily
because of strong customer growth,  partially offset by increased operations and
maintenance expenses.                                                           

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         Operating revenues increased $1 million because the effects of customer
growth ($13  million)  and weather ($3  million)  offset a decrease in sales for
resale ($10 million) and a price reduction ($4 million).  See Note 6 of Notes to
Condensed  Consolidated  Financial  Statements  for  information  on  the  price
reduction. Sales for resale are wholesale electricity sales to third parties who
resell the electricity to their customers.  The decrease in sales for resale was
a result of changes in power marketing  activity,  which can vary from period to
period without corresponding effects on earnings because of related fluctuations
in purchased power costs.                                                       

         Operation and maintenance  expenses increased $8 million as a result of
growth and increased expenses due to impending competition, increased outages at
coal  plants  and other  miscellaneous  factors,  partially  offset  by  savings
resulting from a 1996 voluntary severance program.                              

         Operating  Results - Twelve-month  period ended March 31, 1998 compared
         ------------------------------- ---------------------------------------
with twelve-month period ended March 31, 1997                 
---------------------------------------------                 

         Earnings  increased $32 million in the  twelve-month  comparison  ended
March 31, 1998 primarily because of customer growth; a $32 million pretax charge
in 1996 for a voluntary severance program;  two fuel-related  settlements in the
third quarter of 1997; and lower financing  costs.  These positive  factors more
than offset the effects of the 1996 regulatory agreement with the ACC, which, in
the twelve-month  comparison,  resulted in $27 million of additional  regulatory
asset amortization and a $28 million revenue decrease caused by two retail price
reductions.  See Note 6 of Notes to Condensed  Consolidated Financial Statements
for additional  information about the regulatory agreement.  In the period ended
March  31,  1997,  APS also  recognized  $11  million  of  income  tax  benefits
associated with capital loss carryforwards.                                     

         Operating   revenues   increased  $128  million  primarily  because  of
increases in sales for resale ($95 million);  customer  growth ($59 million) and
weather effects ($12 million).  As mentioned above,  these positive factors were
partially  offset by the $28 million  revenue  decrease  caused by retail  price
reductions  and by various  other  factors ($10  million).  Sales for resale are
wholesale electricity sales to third parties who resell the electricity to their
customers.  The increase in sales for resale was a result of increased  activity
in  competitive  bulk power  markets.  The  increase in sales for resale did not
significantly  affect  earnings  because it was  substantially  offset by higher
power puchases.                                                                 

         The two  fuel-related  settlements  increased  APS' pretax  earnings by
approximately $21 million.  APS' income statement  reflects these settlements as
reductions in fuel expense and as other income.                                 

         Operations  and  maintenance  expenses were lower because of the charge
for the  voluntary  severance  program  recorded in 1996 and related  savings in
1997. These savings were partially  offset by increased  expenses as a result of
growth and competition, and other miscellaneous factors.                        

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         Financing  costs  decreased  $10  million  because of lower  amounts of
outstanding debt and preferred stock.                                           

Non-Utility Operations                                        
----------------------                                        

         The parent company's losses decreased in the twelve-month period due to
lower interest expense  resulting from debt reduction.  The twelve-month  period
ended March 1997 included  extraordinary charges related to the early retirement
of debt and a loss from  discontinued  operations  on a legal matter  related to
MeraBank, A Federal Savings Bank (a former subsidiary).                         

         SunCor's  earnings  increased in both the three-month and  twelve-month
periods due primarily to an increase in net land and home sales.                

         El Dorado's  increase in  earnings in the  twelve-month  period was the
result of investment sales.                                                     

Other Income                                                  
------------                                                  

         As part  of a 1994  rate  settlement  with  the  ACC,  APS  accelerated
amortization  of  substantially  all deferred ITCs over a five-year  period that
ends  on  December  31,  1999.  The   amortization  of  ITCs  decreases   annual
consolidated income tax expense by approximately $24 million.                   

Liquidity and Capital Resources                                                 
-------------------------------                                                 

Parent Company                                                
--------------                                                

         The parent  company's cash  requirements  and its ability to fund those
requirements  are discussed  under "Capital Needs and Resources" in Management's
Discussion and Analysis of Financial  Condition and Results of Operation in Part
II, Item 7 of the 1997 10-K.                                                    

         As a result of the 1996  regulatory  agreement  (see Note 6 of Notes to
Condensed  Consolidated  Financial Statements in Part I, Item 1 of this report),
the parent  company  has  invested  $50 million in APS in 1996 and 1997 and will
invest similar amounts annually in 1998 and 1999.                               

         The Board declared a quarterly dividend of 30 cents per share of common
stock,  payable June 1, 1998 to shareholders of record on May 1, 1998,  totaling
approximately $ 25.4 million.                                                   

APS                                                           
---                                                           

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         For the three months ended March 31, 1998,  APS incurred  approximately
$60  million in capital  expenditures,  which is  approximately  19% of the most
recently   estimated  1998  capital   expenditures.   APS'   projected   capital
expenditures  for the next three  years are:  1998,  $323  million;  1999,  $313
million; and 2000, $306 million, respectively. These amounts include about $30 -
$35  million  each year for  nuclear  fuel  expenditures.  In  addition,  APS is
considering  expanding  certain of its  businesses  over the next several years,
which may result in increased expenditures.                                     

         APS' long-term debt and preferred  stock  redemption  requirements  and
payment  obligations on a capitalized  lease for the next three years are: 1998,
$165 million;  1999,  $174  million;  and 2000,  $109 million.  During the three
months ended March 31,  1998,  APS  redeemed  approximately  $135 million of its
long-term debt and  approximately  $11 million of its preferred  stock with cash
from  operations  and  long-term  and  short-term  debt. As a result of the 1996
regulatory  agreement (see Note 6 of Notes to Condensed  Consolidated  Financial
Statements), the parent company invested $50 million in APS in 1996 and 1997 and
will invest similar amounts  annually in 1998 and 1999.  During the three months
ended March 31, 1998, APS issued $100 million of its unsecured debt.            

         Although provisions in APS' bond indenture,  articles of incorporation,
and financing orders from the ACC establish  maximum amounts of additional first
mortgage  bonds and  preferred  stock  that APS may issue,  management  does not
expect  any of these  restrictions  to limit APS'  ability  to meet its  capital
requirements.                                                                   

Year 2000 Technology Issues                                                     
---------------------------                                                     

         The Company has made, and will continue to make, certain  modifications
to its computer  hardware and software  systems and  applications to ensure they
are capable of handling  dates in the year 2000 and  thereafter.  The  Company's
major  computer  systems have been updated and other systems are being  analyzed
for  potential  modifications.  The  financial  impact  on  the  Company  is not
anticipated to be material to its financial  position,  cash flows or results of
operations.  The  Company is in the  process of formal  communications  with its
significant  suppliers,  business partners, and large customers to determine the
extent to which it may be affected by these third  parties'  plans to  remediate
their own year 2000 issues in a timely manner.                                  

Competition and Electric Industry Restructuring                                 
-----------------------------------------------                                 

         See Note 5 of Notes to Condensed  Consolidated  Financial Statements in
Part I, Item 1 of this report for  discussions of competitive  developments  and
regulatory  accounting.  See Note 7 of Notes to Condensed Consolidated Financial
Statements  in Part I, Item 1 of this  report  for a  discussion  of a  proposed
amendment to a Power  Coordination  Agreement  with Salt River  Project that APS
estimates would reduce its pretax costs for purchased power by approximately $17
million in 1999 and by lesser annual amounts through 2006.                      

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Rate Matters                                                                    
------------                                                                    

         See Note 5 of Notes to Condensed  Consolidated  Financial Statements in
Part I, Item 1 of this report for a discussion of a proposed price reduction.   

Forward-Looking Statements                                                      
--------------------------                                                      

         The above discussion contains  forward-looking  statements that involve
risks and uncertainties.  Words such as "estimates,"  "expects,"  "anticipates,"
"plans,"    "believes,"    "projects,"   and   similar   expressions    identify
forward-looking  statements.  These risks and uncertainties include, but are not
limited to, the ongoing  restructuring of the electric industry;  the outcome of
the regulatory  proceedings relating to the restructuring;  regulatory,  tax and
environmental  legislation;  the ability of APS to successfully  compete outside
its traditional  regulated markets;  regional economic  conditions,  which could
affect customer growth; the cost of debt and equity capital;  weather variations
affecting  customer  usage;  and  technological  developments  in  the  electric
industry.                                                                       

         These  factors and the other matters  discussed  above may cause future
results  to differ  materially  from  historical  results,  or from  results  or
outcomes currently expected or sought by the Company.                           

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 PART II - OTHER INFORMATION
 ---------------------------

        The  following  information  relates  primarily to Pinnacle West and its
principal subsidiary, APS.                                                      

ITEM 5.      Other Information                                                  
------------------------------                                                  

Purported Navajo Environmental Regulation                                       
-----------------------------------------                                       

         As  previously   reported,   in  February  1998,  the  EPA  promulgated
regulations  specifying  those  provisions  of the Clean Air Act for which it is
appropriate  to treat  Indian  tribes  in the same  manner  as  states,  and APS
reviewed the  regulations to determine what effect they may have on Four Corners
and  NGS.  See  "Environmental   Matters  ---  Purported  Navajo   Environmental
Regulation"  in Part I, Item 1 of the 1997 10-K. On April 10, 1998,  APS filed a
Petition  for Review in the United  States  Court of Appeals for the District of
Columbia.   Arizona  Public  Service  Company  v.  United  States  Environmental
Protection Agency, No. 98-1196.                                                 

Palo Verde Nuclear Generating Station                         
-------------------------------------                         

         See Note 9 of Notes to Condensed  Consolidated  Financial Statements in
Part I, Item 1 of this  report for a  discussion  of issues  regarding  the Palo
Verde steam generators.                                                         

Construction and Financing Programs                           
-----------------------------------                           

         See "Liquidity and Capital  Resources" in Part I, Item 2 of this report
for a discussion of the Company's construction and financing programs.          

Competition and Electric Industry Restructuring               
-----------------------------------------------               

         See Note 5 of Notes to Condensed  Consolidated  Financial Statements in
Part I, Item 1 of this  report for a  discussion  of  competition  and the Rules
regarding  the  introduction  of retail  electric  competition  in  Arizona.  On
February  28,  1997,  a lawsuit  was filed by APS to  protect  its legal  rights
regarding  the Rules and in its complaint APS asked the Court for (i) a judgment
vacating the retail electric competition rules, (ii) a declaratory judgment that
the Rules are  unlawful  because,  among other  things,  they were  entered into
without proper legal authorization, and (iii) a permanent injunction barring the
ACC from enforcing or  implementing  the Rules and from  promulgating  any other
regulations without lawful authority.                                           

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ITEM 6.  Exhibits and Reports on Form 8-K                                       
-----------------------------------------                                       

(a)  Exhibits                                                 

Exhibit No.       Description                                                   
-----------       -----------                                                   

27.1              Financial Data Schedule                                       

(b)  Reports on Form 8-K                                      

         During the quarter  ended March 31,  1998,  and the period from April 1
through May 14, 1998, the Company filed no reports on Form 8-K.                 

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-20-

SIGNATURES
----------

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.                                          

                               PINNACLE WEST CAPITAL CORPORATION
                                (Registrant)

Dated:  May 15, 1998                     By: /s/ George A. Schreiber, Jr.       
                                            ------------------------------------
                                George A. Schreiber, Jr.
                                    Executive Vice President and
                               Chief Financial Officer
                                    (Principal Financial Officer
                                   and Officer Duly Authorized
                            to sign this Report)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	1/1/03	9
	1/1/01	9
	12/31/00	11		10-K, 11-K, U-3A-2
	12/31/99	18		10-K, 11-K, 5, U-3A-2
	7/2/99	13
	1/1/99	9
	12/31/98	11		10-K405, 11-K, U-3A-2
	7/1/98	13
	6/1/98	18
Filed on:	5/15/98	23
	5/14/98	1	22
	5/6/98	10
	5/1/98	18
	4/25/98	13
	4/10/98	21
For Period End:	3/31/98	1	22	10-K405
	12/31/97	2	10	10-K405, 11-K, 4, 5, U-3A-2
	12/15/97	15
	7/1/97	13		4
	3/31/97	9	17	10-K, 10-Q, DEF 14A
	2/28/97	21		4, U-3A-2
	7/1/96	12
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Pinnacle West Capital Corp.       10-K       12/31/23  147:25M
 2/27/23  Pinnacle West Capital Corp.       10-K       12/31/22  146:28M
 2/25/22  Pinnacle West Capital Corp.       10-K       12/31/21  150:28M
 2/24/21  Pinnacle West Capital Corp.       10-K       12/31/20  144:26M

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Filing Submission 0000950147-98-000404 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Pinnacle West Capital Corp – ‘10-Q’ for 3/31/98

As of: Friday, 5/15/98 · For: 3/31/98 · Accession #: 950147-98-404 · File #: 1-08962

Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Quarterly ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Quarterly Report
Document Table of Contents