Document/ExhibitDescriptionPagesSize 1: 10-Q Quarterly Report HTML 470K
2: EX-10.1 Material Contract HTML 29K
3: EX-10.2 Material Contract HTML 29K
4: EX-12.1 Statement re: Computation of Ratios HTML 19K
5: EX-12.2 Statement re: Computation of Ratios HTML 19K
6: EX-12.3 Statement re: Computation of Ratios HTML 28K
7: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K
8: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K
9: EX-31.3 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K
10: EX-31.4 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K
11: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 11K
12: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 11K
13: EX-99.1 Miscellaneous Exhibit HTML 15K
14: EX-99.2 Miscellaneous Exhibit HTML 12K
Indicate by check mark whether each 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.
PINNACLE WEST CAPITAL CORPORATION
Yes þ
No o
ARIZONA PUBLIC SERVICE COMPANY
Yes þ
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated
filer” in Rule 12b-2 of the Exchange Act.
PINNACLE WEST CAPITAL CORPORATION
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
ARIZONA PUBLIC SERVICE COMPANY
Large accelerated
filer o
Accelerated
filer o
Non-accelerated
filer þ
Indicate by check mark whether each registrant is a shell company (as defined in Exchange Act
Rule 12b-2).
PINNACLE WEST CAPITAL CORPORATION
Yes o
No þ
ARIZONA PUBLIC SERVICE COMPANY
Yes o
No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as
of the latest practicable date.
PINNACLE WEST CAPITAL CORPORATION
Number of shares of common stock, no par value, outstanding as of May 3,2007: 100,237,583
ARIZONA PUBLIC SERVICE COMPANY
Number of shares of common stock, $2.50 par value, outstanding as of May 3,2007: 71,264,947
Arizona Public Service Company meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format allowed
under that General Instruction.
This combined Form 10-Q 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 10-Q 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.
ADEQ – Arizona Department of Environmental Quality
ALJ – Administrative Law Judge
APS – Arizona Public Service Company, a subsidiary of the Company
APS Energy Services – APS Energy Services Company, Inc., a subsidiary of the Company
Clean Air Act – Clean Air Act, as amended
Company – Pinnacle West Capital Corporation
DOE – United States Department of Energy
EITF – FASB’s Emerging Issues Task Force
El Dorado – El Dorado Investment Company, a subsidiary of the Company
EPA – United States Environmental Protection Agency
ERMC – Energy Risk Management Committee
FASB – Financial Accounting Standards Board
FERC – United States Federal Energy Regulatory Commission
FIN – FASB Interpretation Number
Fitch – Fitch, Inc.
Four Corners – Four Corners Power Plant
GAAP – accounting principles generally accepted in the United States of America
IRS – United States Internal Revenue Service
kWh – kilowatt-hour, one thousand watts per hour
Moody’s – Moody’s Investors Service
MWh – megawatt-hour, one million watts per hour
Native Load – retail and wholesale sales supplied under traditional cost-based rate regulation
Note
– a Note to Pinnacle West’s Condensed Consolidated Financial Statements in Item 1 of this report
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 – Pinnacle West Energy Corporation, a subsidiary of the Company,
dissolved as of August 31, 2006
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.
Consolidation and Nature of Operations
The unaudited condensed consolidated financial statements include the accounts of Pinnacle
West and our subsidiaries: APS, Pinnacle West Energy (dissolved as of August 31, 2006), APS Energy
Services, SunCor, El Dorado and Pinnacle West Marketing & Trading. All significant intercompany
accounts and transactions between the consolidated companies have been eliminated. Our accounting
records are maintained in accordance with GAAP. The preparation of financial statements in
accordance with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements and reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. We have condensed certain prior year amounts on
our condensed consolidated statements of cash flows to conform to current year presentations.
2.
Condensed Consolidated Financial Statements
Our unaudited condensed consolidated financial statements reflect all adjustments that we
believe are necessary for the fair presentation of our financial position, results of operations
and cash flows for the periods presented. We suggest that these condensed consolidated financial
statements and notes to condensed consolidated financial statements be read along with the
consolidated financial statements and notes to consolidated financial statements included in our
2006 Form 10-K.
3.
Quarterly Fluctuations
Weather conditions cause significant seasonal fluctuations in our revenues. In addition, real
estate and trading and wholesale marketing activities can have significant impacts on our results
for interim periods. For these reasons, results for interim periods do not necessarily represent
results to be expected for the year.
4.
Changes in Liquidity
On January 4, 2007, the FERC issued an order permitting Pinnacle West to transfer its
market-based rate tariff and wholesale power sales agreements to a newly-created Pinnacle West
subsidiary, Pinnacle West Marketing & Trading. Pinnacle West completed the transfer on February 1,2007, which resulted in Pinnacle West no longer being a public utility under the Federal Power Act.
As a result, Pinnacle West is no longer subject to FERC jurisdiction in connection with its
issuance of securities or its incurrence of long-term debt.
The following table shows principal payments due on Pinnacle West’s and APS’ total long-term
debt and capitalized lease requirements (dollars in millions) as of March 31, 2007:
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated
Year
Pinnacle West
APS
2007
$
2
$
1
2008
193
1
2009
1
1
2010
224
224
2011
578
401
Thereafter
2,260
2,260
Total
$
3,258
$
2,888
5.
Regulatory Matters
APS General Rate Case
On December 15, 2006, hearings concluded in APS’ general rate case before the ACC. APS is
requesting a 20.4%, or $434.6 million, increase in its annual retail electricity revenues, designed
to recover the following (dollars in millions):
Annual
Revenue
Percentage
Increase
Increase
Increased fuel and purchased power
$
314.4
14.8
%
Capital structure update
98.3
4.6
%
Rate base update, including acquisition of
Sundance Plant
46.2
2.2
%
Pension funding
41.3
1.9
%
Other items
(65.6
)
(3.1
)%
Total increase
$
434.6
20.4
%
The request is based on (a) a rate base of $4.5 billion as of September 30, 2005; (b) a
base rate for fuel and purchased power costs of $0.0325 per kWh based on estimated 2007 prices; and
(c) a capital structure of 45% long-term debt and 55% common stock equity, with a weighted-average
cost of capital of 8.73% (5.41% for long-term debt and 11.50% for common stock equity). If the ACC
approves the requested base rate increase for fuel and purchased power costs, subsequent PSA rate
adjustments and/or PSA surcharges would be reduced because more of such costs would be recovered in
base rates. See “Power Supply Adjustor” below.
APS has also suggested three additional measures for the ACC’s consideration to improve APS’
financial metrics while benefiting APS’ customers in the long run:
•
Allowing accelerated depreciation to address the large imbalance between
APS’ capital expenditures (estimated to average more than $950 million per year from
2007 through 2009) and its recovery of those expenses (in discussing this measure, APS
assumed an increase of $50 million per year in
allowed depreciation expense, which would increase APS’ revenue requirement by that
same amount);
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
•
Placing generation and distribution construction work in progress
(“CWIP”) in rate base (in discussing this measure, APS assumed the inclusion of its
June 30, 2006 CWIP balance of $261 million in rate base, which would increase APS’
revenue requirement by about $33 million); and
•
Approving an “attrition adjustment” to provide APS a reasonable
opportunity to earn an authorized return on equity given overall cost increases and
higher levels of construction needed to accommodate ongoing customer growth (APS
suggested a minimum attrition adjustment that would increase the return on equity by
1.7% to 4.1%).
The following table summarizes key rate case positions of APS, the ACC staff and the Arizona
Residential Utility Consumer Office (“RUCO”), which the Arizona legislature established to
represent the interests of residential utility consumers before the ACC:
APS (a)
ACC Staff (b)
RUCO (b)
Annual
Annual
Annual
Revenue
Percentage
Revenue
Percentage
Revenue
Percentage
Increase
Increase
Increase
Increase
Increase
Increase
Annual revenue increase
(decrease)
Increased fuel and
purchased power
$
314.4
14.8
%
$
193.5
9.2
%
$
280.0
13.2
%
Non-fuel components
120.2
5.6
%
(1.0
)
(0.1
)%
(68.0
)
(3.2
)%
Total
$
434.6
20.4
%
$
192.5
9.1
%
$
212.0
10.0
%
Base fuel rate (¢kWh)
3.25
¢
2.80
¢
3.12
¢
Return on equity
11.5
%
10.25
%
9.25
%
Capital structure
Long-term debt
45
%
45
%
50
%
Common equity
55
%
55
%
50
%
Rate base
$4.5 billion
$4.5 billion
$4.5 billion
Test year ended
9/30/2005
9/30/2005
9/30/2005
(a)
APS rejoinder testimony (10/4/06).
(b)
Final position per post-hearing brief and/or final schedules (1/22/07). The ACC
staff has also recommended that the ACC establish minimum three-year capacity factor
targets for Palo Verde based on a three-year average of Palo Verde performance as compared
to a group of comparable nuclear plants, with the ACC to review the recovery of any
incremental fuel and replacement power costs attributable to Palo Verde not meeting the
minimum targets.
Other intervenors in the rate case include Arizonans for Electric Choice and Competition
(“AECC”), a business coalition that advocates on behalf of retail electric customers in Arizona;
and
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Phelps Dodge Mining Company (“Phelps Dodge”). In jointly-filed testimony, AECC and Phelps
Dodge recommended that the ACC reduce APS’ requested annual increase by at least $134 million.
ALJ Recommended Order
On April 27, 2007, an ACC ALJ issued a recommended order in connection with the rate case and
APS’ application to recover through a PSA surcharge approximately $45 million of deferrals related
to unplanned 2005 Palo Verde outages. See “Power Supply Adjustor – PSA Deferrals Related to
Unplanned Palo Verde Outages” below.
The ALJ recommended an increase of approximately $286 million, or 13.5%, in APS’ annual base
retail revenues, which includes a fuel-related increase of approximately $280 million and non-fuel
related increases of approximately $6 million. The ALJ recommended that the rate increase take
effect June 1, 2007, at which time the interim PSA adjustor approved on May 1, 2006 would
terminate. See “Interim Rate Increase” below. The ALJ’s recommended rate increase is based on a
return on equity of 10.75%; a 45%/55% long-term debt/common equity capital structure; a
weighted-average cost of capital of 8.32%; an original cost rate base of $4.4 billion; and a base
rate for fuel and purchased power costs of $0.0312 per kWh.
The ALJ recommended various modifications to the PSA, including the following: (a) the annual
PSA adjustor would be established based on projected, rather than historical, fuel and purchased
power costs; (b) the 90/10 sharing arrangement under which APS absorbs 10% of retail fuel and
purchased power costs above the base rate and retains 10% of the benefit below the base rate would
be modified to exclude certain costs, such as renewable energy resources and the fixed element of
long-term purchase power agreements acquired through competitive procurement; (c) the cumulative
plus or minus $0.004 per kWh limit from the base fuel amount over the life of the PSA would be
eliminated, while the maximum plus or minus $0.004 per kWh limit to changes in the adjustor rate in
any one year would remain in effect; and (d) there would not be a preset annual limit on the amount
of fuel and purchased power costs that could be recovered through base rates and the PSA. The ALJ
recommended that the modified PSA take effect June 1, 2007 based on the difference between APS’
proposed 2007 projected fuel and purchased power costs of $0.0325 per kWh and the base fuel rate of
$0.0312 per kWh.
The ALJ recommended that the ACC not adopt any of APS’ additional suggestions described above
to improve APS’ financial metrics (accelerated depreciation, inclusion of construction work in
process in rate base, and an attrition adjustment).
The ALJ recommended (a) the disallowance of approximately $14 million, including accrued
interest ($8 million after income taxes), of the PSA deferrals related to unplanned 2005 Palo
Verde outages and (b) the recovery by APS of the balance of the PSA deferrals (approximately $34
million) over a twelve-month period through a temporary PSA surcharge to be effective concurrently
with the implementation of new rates. As of May 1, 2007, these deferrals totaled approximately $48
million, including accrued interest. The ALJ also
recommended that the ACC require APS and the ACC staff to develop “nuclear
performance standards” for the ACC to consider in a separate
proceeding. See “PSA Deferrals Related to Palo Verde Unplanned
Outages” below.
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APS and other parties to the rate case may file exceptions to the recommended order no later
than May 15, 2007. APS is currently evaluating the recommended order and expects to file its
exceptions to the ALJ’s recommendations by that date. After the exceptions have been filed by APS
and the other parties, the ACC will then consider the ALJ’s recommended order and the exceptions.
We cannot predict the timing or the outcome of this rate case or the resulting levels of regulated
revenues.
Interim Rate Increase
On January 6, 2006, APS filed with the ACC an application requesting an emergency interim rate
increase of $299 million, or approximately 14%, to be effective April 1, 2006. APS later reduced
this request to $232 million, or approximately 11%, due to a decline in expected 2006 natural gas
and wholesale power prices. The purpose of the emergency interim rate increase was solely to
address APS’ under-collection of higher annual fuel and purchased power costs. On May 2, 2006, the
ACC approved an order in this matter that, among other things:
•
authorized an interim PSA adjustor, effective May 1, 2006, that
resulted in an interim retail rate increase of approximately 8.3%
designed to recover approximately $138 million of fuel and
purchased power costs incurred in 2006 (this interim adjustor,
combined with the $15 million PSA surcharge approved by the ACC
(see “Surcharge for Certain 2005 PSA Deferrals” below), resulted
in a rate increase of approximately 9.0% designed to recover
approximately $149 million of fuel and purchased power costs
during 2006);
•
provided that amounts collected through the interim PSA adjustor
“remain subject to a prudency review at the appropriate time” and
that “all unplanned Palo Verde outage costs for 2006 should
undergo a prudence audit by [the ACC] Staff” (see “PSA Deferrals
Related to Unplanned Palo Verde Outages” below);
•
encouraged parties to APS’ general rate case to “propose
modifications to the PSA that will address on a permanent basis,
the issues with timing of recovery when deferrals are large and
growing”;
•
affirmed APS’ ability to defer fuel and purchased power costs
above the prior annual cap of $776.2 million until the ACC decides
the general rate case; and
•
encouraged APS to diversify its resources “through large scale,
sustained energy efficiency programs, [using] low cost renewable
energy resources as a hedge against high fossil fuel costs.”
On December 8, 2006, the ACC approved APS’ request to continue the interim PSA adjustor until rates
become effective as a result of the general rate case.
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Power Supply Adjustor
PSA Provisions
The PSA approved by the ACC in April 2005 as part of APS’ 2003 rate case provides for
adjustment of retail rates to reflect variations in retail fuel and purchased power costs. Such
adjustments are to be implemented by use of PSA adjustor rates and PSA surcharges. On January 25, 2006, the ACC
modified the PSA in certain respects. The PSA, as modified, is subject to specified parameters and
procedures, including the following:
•
APS records deferrals for recovery or refund to the extent actual retail fuel and
purchased power costs vary from the base fuel amount (currently $0.020743 per kWh);
•
the deferrals are subject to a 90/10 sharing arrangement in which APS must absorb
10% of the retail fuel and purchased power costs above the base fuel amount and may
retain 10% of the benefit from the retail fuel and purchased power costs that are
below the base fuel amount;
•
amounts to be recovered or refunded through the PSA annual
adjustor rate are limited to (a) a cumulative
plus or minus $0.004 per kWh from the base fuel amount over the life of the PSA and
(b) a maximum plus or minus $0.004 change in the adjustor rate in any one year;
•
the recoverable amount of annual retail fuel and purchased power costs through
current base rates and the PSA was originally capped at $776.2 million; however, the
ACC has removed the cap pending the ACC’s final ruling on APS’ pending request in the
general rate case to have the cap eliminated or substantially raised;
•
the adjustment is made annually each February 1st and goes into effect
automatically unless suspended by the ACC;
•
the PSA will remain in effect for a minimum five-year period, but the ACC may
eliminate the PSA at any time, if appropriate, in the event APS files a rate case
before the expiration of the five-year period (which APS did by filing the general
rate case noted above) or if APS does not comply with the terms of the PSA; and
•
APS is prohibited from requesting PSA surcharges until after the PSA annual
adjustor rate has been set each year. The amount available for potential PSA
surcharges will be limited to the amount of accumulated deferrals through the prior
year-end, which are not expected to be recovered through the annual adjustor or any
PSA surcharges previously approved by the ACC.
2007 PSA Annual Adjustor
The annual adjustor rate is set for twelve-month periods beginning
February 1 of each year. The current PSA annual adjustor rate was set at $0.003987 per kWh
effective February 1, 2007, down slightly from the maximum $0.004 annual adjustor rate effective
February 1, 2006. The new adjustor rate (a) essentially
maintains the approximate 5% retail rate increase that took effect February 1, 2006 as a
result of the 2006 PSA Annual Adjustor and
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
which expired on February 1, 2007 and (b) is designed to
recover approximately $109 million of deferred fuel and purchased power costs over the twelve-month
period that began February 1, 2007.
Surcharge for Certain 2005 PSA Deferrals
On April 12, 2006, the ACC approved APS’ request to
recover $15 million of 2005 PSA deferrals over a twelve-month period beginning May 2, 2006,
representing a temporary rate increase of approximately 0.7%. Approximately $45 million of 2005
PSA deferrals remain subject to a pending application (see “PSA Deferrals Related to Unplanned Palo
Verde Outages” below).
PSA
Deferrals Related to Unplanned Palo Verde Outages
On February 2, 2006, APS filed with the
ACC an application to recover approximately $45 million (plus interest) over a twelve-month
period, representing a temporary rate increase of approximately 1.9%, proposed to begin no later
than the ACC’s completion of its inquiry regarding the unplanned 2005 Palo Verde outages. During
the course of the pending general rate case, the ACC staff recommended that the ACC disallow
approximately $16 million ($10 million after income taxes) of the $45 million request. The ACC
staff’s report alleges that four of the eleven Palo Verde outages in 2005 were “avoidable,” three
of which resulted in the recommended disallowance. The report also finds, among other things, that:
•
Three of the outages were due to “faulty or defective vendor supplied equipment”
and concludes that APS’ actions were not imprudent in connection with these outages.
The report recommends, however, that the ACC evaluate “the degree to which APS has
sought appropriate legal or other remedies” in connection with these outages and that
APS “be given the opportunity to demonstrate the steps that it has taken in this
regard.”
•
“Additional investigation will be needed to determine the cause of and
responsibility for” the Palo Verde Unit 1 outage resulting from vibration levels in
one of the Unit’s shutdown cooling lines.
The report also recommends that the ACC establish minimum three-year capacity factor targets
for Palo Verde based on a three-year average of Palo Verde performance as compared to a group of
comparable nuclear plants, with the ACC to review the recovery of any incremental fuel and
replacement power costs attributable to Palo Verde not meeting the minimum targets.
APS disagrees with, and has contested, the report’s recommendation that the ACC disallow a
portion of the $45 million of PSA deferrals. At the request of the ACC staff, this matter is being
addressed by the ACC as part of APS’ pending general rate case. The ALJ in the rate case has
recommended the disallowance of approximately $14 million, including accrued interest ($8 million
after income taxes), of these deferrals. See “ALJ Recommended Order” above. APS believes the
expenses in question were prudently incurred and, therefore, are recoverable.
As noted under “Interim Rate Increase” above, the ACC has directed the ACC staff to conduct a
“prudence audit” of unplanned 2006 Palo Verde outage costs. This prudence review has not yet been
completed. PSA deferrals related to these 2006 outages are
estimated to be about $79 million through December 31, 2006. APS believes these expenses were
prudently incurred and, therefore, are recoverable.
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Proposed Modifications to PSA (Requested In General Rate Case)
In its pending general rate case, APS has requested the following modifications to the PSA:
•
The cumulative plus or minus $0.004 per kWh limit from the base fuel amount over
the life of the PSA would be eliminated, while the maximum plus or minus $0.004 per
kWh limit to changes in the adjustor rate in any one year would remain in effect;
•
The $776.2 million annual limit on the retail fuel and purchased power costs under
APS’ current base rates and the PSA would be removed or increased (although APS may
defer fuel and purchased power costs above $776.2 million per year pending the ACC’s
final ruling on APS’ pending request to have the cap eliminated or substantially
raised);
•
The current provision that APS is required to file a surcharge application with the
ACC after accumulated pretax PSA deferrals equal $50 million and before they equal
$100 million would be eliminated, thereby giving APS flexibility in determining when a
surcharge filing should be made; and
•
The costs of renewable energy and capacity costs attributable to purchased power
obtained through competitive procurement would be excluded from the existing 90/10
sharing arrangement under which APS absorbs 10% of the retail fuel and purchased power
costs above the base fuel amount and retains 10% of the benefit from retail fuel and
purchased power costs that are below the base fuel amount.
The ACC staff has recommended the following potential changes to the PSA:
•
Establishing the PSA annual adjustor, beginning in 2007, based on projected fuel
costs rather than historical fuel costs; and
•
Removing all existing limitations on fuel cost recovery, including the 90/10
sharing arrangement.
The ALJ in the rate case has recommended various modifications to the PSA. See “ALJ
Recommended Order” above.
PSA Balance
The following table shows the changes in the deferred fuel and purchase power regulatory asset
for the three months ended March 31, 2007 and 2006 (dollars in millions):
Deferred
fuel and purchased power
costs-current period
25
13
Interest on deferred fuel
2
1
Amounts recovered through revenues
(69
)
(18
)
Ending balance
$
118
$
169
Federal
Price Mitigation Plan
In July 2002, the FERC adopted a price mitigation plan that constrains the price of
electricity in the wholesale spot electricity market in the western United States. The FERC
adopted a price cap of $250 per MWh for the period subsequent to October 31, 2002. On February 13,2006, the FERC increased this price cap to $400 per MWh for prospective sales. Sales at prices
above the cap must be justified and are subject to potential refund. We do not expect this price
cap to have a material impact on our financial statements.
FERC Order
On August 11, 2004, Pinnacle West, APS, Pinnacle West Energy, and APS Energy Services
(collectively, the “Pinnacle West Companies”) submitted to the FERC an update to their three-year
market-based rate review pursuant to the FERC’s order implementing a new generation market power
analysis. On December 20, 2004, the FERC issued an order approving the Pinnacle West Companies’
market-based rates for control areas other than those of APS, Public Service Company of New Mexico
(“PNM”) and Tucson Electric Power Company (“TEP”). The FERC staff required the Pinnacle West
Companies to submit additional data with respect to these control areas, and the Pinnacle West
Companies did so.
On April 17, 2006, the FERC issued an order revoking the Pinnacle West Companies’ market-based
rate authority in the APS control area (the “April 17 Order”). The FERC found that the Pinnacle
West Companies failed to provide the necessary information about the calculation of transmission
imports into the APS control area to allow the FERC to make a determination regarding FERC’s
generation market power “screens” in the APS control area. The FERC found that the Pinnacle West
Companies may charge market-based rates in the PNM and TEP control areas.
As a result of the April 17 Order, the Pinnacle West Companies must charge cost-based rates,
rather than market-based rates, in the APS control area for sales occurring after the date of the
order, April 17, 2006. The Pinnacle West Companies are required to refund any amounts collected
that exceed the default cost-based rates for all market rate sales within the APS control area from
February 27, 2005 to April 17, 2006.
The Pinnacle West Companies filed a Request for Rehearing and Clarification of the April 17
Order on May 17, 2006 and submitted a supplemental compliance filing on July 28, 2006. On December21, 2006, FERC issued an order granting clarification and provided
additional details on
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
what steps the Pinnacle West Companies could take to correct the
transmission import study previously submitted. The Pinnacle West Companies complied with this
order and filed additional transmission studies and generation market power analyses on February20, 2007.
Based upon an analysis of the April 17 Order and preliminary calculations of the refund
obligations, at this time, neither Pinnacle West nor APS believes that the April 17 Order will have
a material adverse effect on its financial position, results of operations or cash flows.
6.
Retirement Plans and Other Benefits
Pinnacle West sponsors a qualified defined benefit and account balance pension plan, a
nonqualified supplemental excess benefit retirement plan, and other postretirement benefit plans
for the employees of Pinnacle West and our subsidiaries. Pinnacle West uses a December 31
measurement date for its pension and other postretirement benefit plans. The market-related value
of our plan assets is their fair value at the measurement date.
The following table provides details of the plans’ benefit costs for the three months ended
March 31, 2007 and 2006. Also included is the portion of these costs charged to expense, including
administrative costs and excluding amounts billed to electric plant participants or capitalized as
overhead construction (dollars in millions):
The contribution to our pension plan in 2007 is estimated to be approximately $22 million, and
the contribution to our other postretirement benefit plans in 2007 is estimated to be approximately
$21 million. APS’ share is approximately 97% of both plans.
7.
Business Segments
Pinnacle West’s two principal business segments are:
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
•
our regulated electricity segment, which consists of traditional regulated retail
and wholesale electricity businesses (primarily electricity service to Native Load
customers) and related activities and includes electricity generation, transmission
and distribution; and
•
our real estate segment, which consists of SunCor’s real estate development and
investment activities.
As a result of a change in IRS guidance, we claimed a tax deduction related to an APS tax
accounting method change on the 2001 federal consolidated income tax return. The accelerated
deduction resulted in a $200 million reduction in the current income tax liability and a
corresponding increase in the plant-related deferred tax liability. The 2001 federal consolidated
income tax return is currently under examination by the IRS. As part of this ongoing examination,
the IRS is reviewing this accounting method change and the resultant
deduction. During 2007, it is expected that the IRS will finalize its examination and will
issue a settlement on the tax accounting method change. At this time an estimate of the range of
reasonably possible change in the uncertain tax position cannot be made. However, we do not expect
the ultimate outcome of this examination to have a material
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
adverse impact on our financial
position or results of operations. We expect that it will have a negative impact on cash flows.
We adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an
Interpretation of FASB Statement No. 109” on January 1, 2007. The effect of applying the new
guidance was not significantly different in terms of tax impacts from the application of our
previous policy. Accordingly, the impact to retained earnings upon adoption was immaterial. In
addition, the guidance required us to reclassify certain tax benefits, which had the effect of
increasing accrued taxes and deferred debits by approximately
$50 million to better reflect the expected timing of the payment
of taxes and interest.
The
total amount of unrecognized tax benefits recorded in accrued taxes as of January 1, 2007 was $186 million, of which
$179 million related to APS. The majority of the unrecognized tax benefits relate to the 2001 tax
return position described above. Included in the balance of unrecognized tax benefits at January1, 2007 are approximately $5 million of tax positions for consolidated Pinnacle West that, if
recognized, would decrease our effective tax rate. For APS, approximately $3 million would have
the same effect.
We continue to recognize potential accrued interest related to unrecognized tax benefits in
the financial statements as income tax expense. As of January 1, 2007, the total amount of accrued
interest expense related to uncertain tax positions was $54 million for consolidated Pinnacle West,
which is included as a component of the $186 million unrecognized tax benefit noted above. APS’
share included in the total was approximately $53 million. Additionally, Pinnacle West has accrued
$9 million of interest income to be received on the overpayment of income taxes for certain
adjustments that we have filed, or will file, with the IRS. The application of FIN 48 did not have a
material impact for the quarter ended March 31, 2007.
As of January 1, 2007, the tax year ending December 31, 1999 and all subsequent tax years
remain subject to examination by federal and state taxing authorities. In addition, tax years
ending prior to December 31, 1999 may remain subject to examination by state taxing authorities.
9.
Variable-Interest Entities
In 1986, APS entered into agreements with three separate VIE lessors in order to sell and
lease back interests in Palo Verde Unit 2. The leases are accounted for as operating leases in
accordance with GAAP. We are not the primary beneficiary of the Palo Verde VIEs and, accordingly,
do not consolidate them.
APS is exposed to losses under the Palo Verde sale leaseback agreements upon the occurrence of
certain events that APS does not consider to be reasonably likely to occur. Under certain
circumstances (for example, the NRC issuing specified violation orders with respect to Palo Verde
or the occurrence of specified nuclear events), APS would be required to assume the debt associated
with the transactions, make specified payments to the equity
participants, and take title to the leased Unit 2 interests, which, if appropriate, may be
required to be written down in value. If such an event had occurred as of March 31, 2007, APS
would have been required to assume approximately $214 million of debt and pay the equity
participants approximately $177 million.
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10.
Derivative and Energy Trading Accounting
We use derivative instruments (primarily forward purchases and sales, swaps, options and
futures) to manage our exposure to the commodity price risk inherent in the purchase and sale of
fuel, electricity and emission allowances and credits. As of March 31, 2007, we hedged exposures
to the price variability of the power and gas commodities for a maximum of 4.8 years. The changes
in market value of such contracts have a high correlation to price changes in the hedged
transactions. In addition, subject to specified risk parameters monitored by the ERMC, we engage
in marketing and trading activities intended to profit from market price movements.
Cash Flow Hedges
The changes in the fair value of our hedged positions included in the Condensed Consolidated
Statements of Income, after consideration of amounts deferred under the PSA, for the three months
ended March 31, 2007 and 2006 are comprised of the following (dollars in thousands):
Gains (losses) on the ineffective portion of
derivatives qualifying for hedge accounting
$
911
$
(178
)
Losses from the change in options’ time value
excluded from measurement of effectiveness
—
(18
)
Gains from the discontinuance of cash flow
hedges
314
434
During the next twelve months ending March 31, 2008, we estimate that a net gain of $76
million before income taxes will be reclassified from accumulated other comprehensive income as an
offset to the effect of market price changes for the related hedged transactions. To the extent
the amounts are eligible for inclusion in the PSA, the amounts will be recorded as either a
regulatory asset or liability and have no effect on earnings (see Note 5).
Our assets and liabilities from risk management and trading activities are presented in two
categories.
The following tables summarize our assets and liabilities from risk management and trading
activities at March 31, 2007 and December 31, 2006 (dollars in thousands):
During
the first quarter of 2007, we changed the presentation of
mark-to-market positions related to natural gas basis swaps in the
regulated electricity segment. We historically presented the buy side
and the sell side of such swaps at fair value gross on our
consolidated balance sheets, which resulted in mark-to-market assets
and separate mark-to-market liabilities. We now offset these matching
assets and liabilities, thus presenting the net mark-to-market
position by contract, which correctly
reflects the true nature of these contracts. The net asset/liability
position as historically disclosed in the table above is unchanged.
Further, this change has no impact on income, common stock equity or
cash flows. Had we previously presented such amounts net, the effect
on the December 31, 2006 balance sheet would have been to
decrease Current Assets and Current Liabilities by $376 million
and decrease Investments and Other Assets and Deferred Credits and
Other by $59 million. We believe that the effect of presenting
these contracts gross in prior periods is immaterial to previously
issued financial statements.
We maintain a margin account with a broker to support our risk management and trading
activities. The margin account was an asset of $19 million at March 31, 2007 and an asset of $73
million at December 31, 2006 and is included in the margin account in the table above. Cash is
deposited with the broker in this account at the time futures or options contracts are initiated.
The change in market value of these contracts (reflected in mark-to-market) requires adjustment of
the margin account balance.
Cash or other assets may be required to serve as collateral against our open positions on
certain energy-related contracts. Collateral provided to counterparties was $5 million at March 31,2007 and $10 million at December 31, 2006, and is included in other current assets on the Condensed
Consolidated Balance Sheets. Collateral provided to us by counterparties was $60 million at March31, 2007 and $54 million at December 31, 2006, and is included in other current liabilities on the
Condensed Consolidated Balance Sheets.
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Credit Risk
We are exposed to losses in the event of nonperformance or nonpayment by counterparties. We
have risk management and trading contracts with many counterparties, including one counterparty for
which a worst case exposure represents approximately 11% of Pinnacle West’s $398 million of risk
management and trading assets as of March 31, 2007. Our risk management process assesses and
monitors the financial exposure of this and all other counterparties. Despite the fact that the
great majority of trading counterparties’ securities are rated as investment grade by the credit
rating agencies, including the counterparty discussed above, there is still a possibility that one
or more of these companies could default, resulting in a material impact on consolidated earnings
for a given period. Counterparties in the portfolio consist principally of financial institutions,
major energy companies, municipalities and local distribution companies. We maintain credit
policies that we believe minimize overall credit risk to within acceptable limits. Determination of
the credit quality of our counterparties is based upon a number of factors, including credit
ratings and our evaluation of their financial condition. To manage credit risk, we employ
collateral requirements, standardized agreements that allow for the netting of positive and
negative exposures associated with a single counterparty and credit default swaps. Valuation
adjustments are established representing our estimated credit losses on our overall exposure to
counterparties.
11. Comprehensive Income (Loss)
Components of comprehensive income (loss) for the three months ended March 31, 2007 and 2006
are as follows (dollars in thousands):
Net unrealized gains (losses) on derivative
instruments (a)
62,560
(204,983
)
Net reclassification of realized gains to
income (b)
(5,013
)
(17,530
)
Reclassification of pension and other
postretirement benefits to income
251
—
Income tax benefit (expense) related to items
of other comprehensive income (loss)
(22,570
)
86,891
Total other comprehensive income (loss)
35,228
(135,622
)
Comprehensive income (loss)
$
51,758
$
(123,167
)
(a)
These amounts primarily include unrealized gains and losses on contracts used to
hedge our forecasted electricity and natural gas requirements to serve Native Load.
These changes are primarily due to changes in forward natural gas prices and wholesale
electricity prices.
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(b)
These amounts primarily include the reclassification of unrealized gains and
losses to realized for contracted commodities delivered during the period.
12. Commitments and Contingencies
Palo Verde Nuclear Generating Station
Spent Nuclear Fuel and Waste Disposal
Nuclear power plant operators are required to enter into spent fuel disposal contracts with
the DOE, and the DOE is required to accept and dispose of all spent nuclear fuel and other
high-level radioactive wastes generated by domestic power reactors. Although the Nuclear Waste
Policy Act required the DOE to develop a permanent repository for the storage and disposal of spent
nuclear fuel by 1998, the DOE has announced that the repository cannot be completed before at least
2017. In November 1997, the United States Court of Appeals for the District of Columbia Circuit
(D.C. Circuit) issued a decision preventing the DOE from excusing its own delay, but refused to
order the DOE to begin accepting spent nuclear fuel. Based on this decision and the DOE’s delay, a
number of utilities, including APS (on behalf of itself and the other Palo Verde owners), filed
damages actions against the DOE in the Court of Federal Claims. APS is currently pursuing that
damages claim.
APS currently estimates it will incur $147 million (in 2006 dollars) over the life of Palo
Verde for its share of the costs related to the on-site interim storage of spent nuclear fuel. At
March 31, 2007, APS had a regulatory liability of $2.8 million that represents amounts recovered in
retail rates in excess of amounts spent for on-site interim spent fuel storage.
NRC Inspection
In October 2006, the NRC conducted an inspection of the Palo Verde emergency diesel generators
after a Palo Verde Unit 3 generator started but did not provide electrical output during routine
inspections on July 25 and September 22, 2006.
On February 22, 2007, the NRC issued a “white” finding (low to moderate safety significance)
for this matter. In connection with its finding, the NRC stated that it would “use the NRC Action
Matrix to determine the most appropriate response and any increase in NRC oversight, or actions
[APS needs] to take in response to the most recent performance deficiencies” and notify APS of its
determination at a later date. Under the NRC’s Action Matrix, this finding, coupled with a previous
NRC “yellow” finding relating to a 2004 matter involving Palo Verde’s safety injection systems,
resulted in Palo Verde Unit 3 being placed in the “multiple/repetitive degraded cornerstone” column
of the NRC’s Action Matrix, which will result in an enhanced NRC inspection regimen. APS continues
to implement its plan to improve Palo Verde’s operational performance.
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
California Energy Market Issues and Refunds in the Pacific Northwest
FERC
In July 2001, the FERC ordered an expedited fact-finding hearing to calculate refunds for spot
market transactions in California during a specified time frame. APS was a seller and a purchaser
in the California markets at issue and, to the extent that refunds are ordered, APS should be a
recipient as well as a payor of such amounts. The FERC is still considering the evidence and refund
amounts have not yet been finalized. However, on September 6, 2005, the Ninth Circuit issued a
decision, concluding that the FERC may not order refunds from entities that are not within the
FERC’s jurisdiction. Because a number of the entities owing refunds under the FERC’s calculations
are not within the FERC’s jurisdiction, this order may affect the level of recovery of refunds due
in this proceeding. In addition, on August 8, 2005, the FERC issued an order allowing sellers in
the California markets to demonstrate that its refund methodology results in an overall revenue
shortfall for their transactions in the relevant markets over a specified time frame. More than
twenty sellers made such cost recovery filings on September 14, 2005. On January 26, 2006, the FERC
conditionally accepted thirteen of these filings, reducing the refund liability for these sellers.
Correspondingly, this will reduce the recovery of total refunds in the California markets. On
August 2, 2006, the Ninth Circuit issued a decision on the appropriate temporal scope and the type
of transactions that are properly subject to the refund orders. In the decision, the Court
preserved the scope of the FERC’s existing refund proceedings, but also expanded it potentially to
include additional transactions, remanding the orders to the FERC for further proceedings. Various
parties filed petitions for rehearing on this order. In addition, on December 19, 2006, the Ninth
Circuit issued a decision on the appropriate standard of review at the FERC on wholesale power
contracts in the refund proceedings, specifically addressing the application of the so-called “just
and reasonable” standard as opposed to the “public interest” standard. In so doing, the Ninth
Circuit remanded the matter back to the FERC with the requirement that the FERC review the refund
matter using the appropriate standard of review. Like the August 2, 2006 Ninth Circuit decision,
the December 19, 2006 decision has the potential to expand the existing FERC refund proceedings. We
currently believe the refund claims at FERC will have no material adverse impact on our financial
position, results of operations, cash flow or liquidity.
On March 19, 2002, the State of California filed a complaint with the FERC alleging that
wholesale sellers of power and energy, including the Company, failed to properly file rate
information at the FERC in connection with sales to California from 2000 to the present under
market-based rates. The complaint requests the FERC to require the wholesale sellers to refund any
rates that are “found to exceed just and reasonable levels.” This complaint was dismissed by the
FERC and the State of California appealed the matter to the Ninth Circuit Court of Appeals. In an
order issued September 9, 2004, the Ninth Circuit upheld the FERC’s authority to permit
market-based rates, but rejected the FERC’s claim that it was without authority to consider
retroactive refunds when a utility has not strictly adhered to the quarterly reporting requirements
of the market-based rate system. On September 9, 2004, the Ninth Circuit remanded the case to the
FERC for further proceedings. Several of the intervenors in this appeal filed a petition for
rehearing of this decision on October 25, 2004. The petition for rehearing was denied on July 31,2006. On October 10, 2006, the State of California filed a motion to stay the issuance of the
mandate (scheduled to be issued on November 2, 2006) until June 13, 2007. The request for stay was
granted. The outcome of the further proceedings cannot be predicted at this time.
The FERC also ordered an evidentiary proceeding to discuss and evaluate possible refunds for
wholesale sales in the Pacific Northwest. The FERC affirmed the ALJ’s conclusion that the prices in
the Pacific Northwest were not unreasonable or unjust and refunds should not be ordered in this
proceeding. This decision has now been appealed to the Ninth Circuit Court of Appeals and oral
argument was held on January 8, 2007. Although the FERC ruling in this matter is being appealed
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
and the FERC has not yet calculated the specific refund amounts due in California, we do not expect
that the resolution of these issues, as to the amounts alleged in the proceedings, will have a
material adverse impact on our financial position, results of operations or cash flows.
On March 26, 2003, the FERC made public a Final Report on Price Manipulation in Western
Markets, prepared by its staff and covering spot markets in the West in 2000 and 2001. The report
stated that a significant number of entities who participated in the California markets during the
2000-2001 time period, including APS, may potentially have been involved in arbitrage transactions
that allegedly violated certain provisions of the Independent System Operator tariff. After
reviewing the matter, along with the data supplied by APS, the FERC staff moved to dismiss the
claims against APS and to dismiss the proceeding. The motion to dismiss was granted by the FERC on
January 22, 2004. Certain parties have sought rehearing of this order, and that request is pending.
FERC Order
See “FERC Order” in Note 5 for a discussion of an order issued by the FERC on April 17, 2006.
Natural Gas Supply
Pursuant to the terms of a comprehensive settlement entered into in 1996 with El Paso Natural
Gas Company, the rates charged for natural gas transportation were subject to a rate moratorium
through December 31, 2005.
On July 9, 2003, the FERC issued an order that altered the capacity rights of parties to the
1996 settlement but maintained the cost responsibility provisions agreed to by parties to that
settlement. On December 28, 2004, the D.C. Court of Appeals upheld the FERC’s authority to alter
the capacity rights of parties to the settlement. With respect to the FERC’s authority to maintain
the cost responsibility provisions of the settlement, a party has sought appellate review and is
seeking to reallocate the cost responsibility associated with the changed contractual obligations
in a way that would be less favorable to APS than under the FERC’s July 9, 2003 order. Should this
party prevail on this point, APS’ annual capacity cost could be increased by approximately $3
million per year after income taxes for the period September 2003 through December 2005. This
appeal had been stayed pending further consideration by the FERC. On May 26, 2006, the FERC issued
an Order on Remand affirming its earlier decision that there is no basis for modifying the
settlement rates during the remaining term of the settlement. The party seeking appellate review is
continuing to pursue an appeal of this issue and has therefore sought rehearing of the May 26, 2006
order. The FERC’s next status report is due to the DC Circuit
Court of Appeals by August 7, 2007.
Navajo Nation Litigation
In June 1999, the Navajo Nation served Salt River Project with a lawsuit filed in
the United States District Court for the District of Columbia (the “D.C. Lawsuit”) naming Salt
River Project, several Peabody Coal Company entities (collectively, “Peabody”), Southern California
Edison Company and other defendants, and citing various claims in connection with the renegotiations of the coal
royalty and lease agreements under which Peabody mines coal for the Navajo Generating
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Station and the Mohave Generating Station. APS is a 14% owner of the Navajo Generating Station,
which Salt River Project operates. The D.C. Lawsuit alleges, among other things, that the
defendants obtained a favorable coal royalty rate by improperly influencing the outcome of a
federal administrative process under which the royalty rate was to be adjusted. The suit seeks $600
million in damages, treble damages, punitive damages of not less than $1 billion, and the ejection
of defendants “from all possessory interests and Navajo Tribal lands arising out of the [primary
coal lease].” In July 2001, the court dismissed all claims against Salt River Project.
In January 2005, Peabody served APS with a lawsuit filed in the Circuit Court for the City of
St. Louis naming APS and the other Navajo Generating Station participants and seeking, among other
things, a declaration that the participants “are obligated to reimburse Peabody for any royalty,
tax, or other obligation arising out of the D.C. Lawsuit.” Based on APS’ ownership interest in the
Navajo Generating Station, APS could be liable for up to 14% of any such obligation. Because the
litigation is in preliminary stages, APS cannot currently predict the outcome of this matter.
Superfund
Superfund establishes liability for the cleanup of hazardous substances found contaminating
the soil, water or air. Those who generated, transported or disposed of hazardous substances at a
contaminated site are among those who are PRPs. PRPs may be strictly, and often jointly and
severally, liable for clean-up. On September 3, 2003, the EPA advised APS that the EPA considers
APS to be a PRP in the Motorola 52nd Street Superfund Site, Operable Unit 3 (OU3) in
Phoenix, Arizona. APS has facilities that are within this Superfund site. APS and Pinnacle West
have agreed with the EPA to perform certain investigative activities of the APS facilities within
OU3. Because the investigation has not yet been completed and ultimate remediation requirements are
not yet finalized, neither APS nor Pinnacle West can currently estimate the expenditures which may
be required.
Litigation
We are party to various other claims, legal actions and complaints arising in the ordinary
course of business, including but not limited to environmental matters related to the Clean Air
Act, Navajo Nation issues and EPA and ADEQ issues. In our opinion, the ultimate resolution of these
matters will not have a material adverse effect on our results of operations, cash flows or
liquidity.
13. Nuclear Insurance
The Palo Verde participants have insurance for public liability 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 $300 million
and the balance by an industry-wide retrospective assessment program. If losses at any nuclear
power plant covered by the program 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 $101 million, subject to an annual limit of $15 million per
incident, to be periodically adjusted for inflation. Based on APS’ interest in the three Palo Verde
units, APS’ maximum potential assessment per incident for all three units is approximately $88
million, with an annual payment limitation of approximately $13 million.
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 accidental outage of any of
the three units. The property damage, decontamination, and replacement power coverages are provided
by Nuclear Electric Insurance Limited (NEIL). APS is subject to retrospective assessments under all
NEIL policies if NEIL’s losses in any policy year exceed accumulated funds. The maximum amount of
retrospective assessments APS could incur under the current NEIL policies totals $18.1 million. The
insurance coverage discussed in this and the previous paragraph is subject to certain policy
conditions and exclusions.
14. Other Income and Other Expense
The following table provides detail of other income and other expense for the three months
ended March 31, 2007 and 2006 (dollars in thousands):
Includes equity earnings from a real estate joint venture that is a
pass-through entity for tax purposes.
(b)
As defined by the FERC, includes below-the-line non-operating utility income
and expense (items excluded from utility rate recovery).
15. Guarantees
We have issued parental guarantees and letters of credit and obtained surety bonds on behalf
of our subsidiaries. Our parental guarantees for Pinnacle West Marketing & Trading relate to
commodity energy products. Our credit support instruments enable APS Energy Services to offer
commodity energy and energy-related products. Non-performance or non-payment under the original
contract by our subsidiaries would require us to perform under the guarantee or surety bond. No
liability is currently recorded on the Condensed Consolidated Balance Sheets related to Pinnacle
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
West’s current outstanding guarantees on behalf of its subsidiaries. Our guarantees have no
recourse or collateral provisions to allow us to recover amounts paid under the guarantees. The
amounts and approximate terms of our guarantees and surety bonds for each subsidiary at March 31,2007 are as follows (dollars in millions):
Guarantees
Surety Bonds
Term
Term
Amount
(in years)
Amount
(in years)
Parental:
Pinnacle West Marketing & Trading
$
63
1
$
—
—
APS Energy Services
15
1
19
1
Total
$
78
$
19
At March 31, 2007, Pinnacle West had approximately $5 million of letters of credit related to
workers’ compensation expiring in late 2007. We intend to provide from either existing or new
facilities for the extension, renewal or substitution of the letters of credit to the extent
required.
APS has entered into various agreements that require letters of credit for financial assurance
purposes. At March 31, 2007, approximately $200 million of letters of credit were outstanding to
support existing pollution control bonds of approximately $200 million. The letters of credit are
available to fund the payment of principal and interest of such debt obligations and expire in
2010. APS has also entered into approximately $86 million of letters of credit to support certain
equity lessors in the Palo Verde sale leaseback transactions (see Note 9 for further details on the
Palo Verde sale leaseback transactions). These letters of credit expire in 2010. Additionally, at
March 31, 2007, APS had approximately $4 million of letters of credit related to counterparty
collateral requirements expiring in 2007. APS intends to provide from either existing or new
facilities for the extension, renewal or substitution of the letters of credit to the extent
required.
We enter into agreements that include indemnification provisions relating to liabilities
arising from or related to certain of our agreements; most significantly, APS has agreed to
indemnify the equity participants and other parties in the Palo Verde sale leaseback transactions
with respect to certain tax matters. Generally, a maximum obligation is not explicitly stated in
the indemnification provisions and, therefore, the overall maximum amount of the obligation under
such indemnification provisions cannot be reasonably estimated. Based on historical experience and
evaluation of the specific indemnities, we do not believe that any material loss related to such
indemnification provisions is likely.
16. Earnings Per Share
The following table presents earnings per weighted average common share outstanding for the
three months ended March 31, 2007 and 2006:
Dilutive stock options and performance shares increased average common shares outstanding by
approximately 577,000 shares and 334,000 shares for the three months ended March 31, 2007 and March31, 2006, respectively.
For the three-month period ended March 31, 2007, there were no outstanding options to purchase
shares excluded from the computation of earnings per share because the options’ exercise prices
were less than the average market price of the common shares. Options to purchase shares of common
stock that were excluded from the computation of diluted earnings per share were 747,874 shares for
the three-month period ended March 31, 2006.
17. Discontinued Operations
SunCor (real estate segment) – In 2006 and 2007, SunCor sold commercial properties, which are
required to be reported as discontinued operations on Pinnacle West’s Condensed Consolidated
Statements of Income in accordance with SFAS No. 144. The following table contains SunCor’s
revenue, income before income taxes and income after income taxes classified as discontinued
operations on Pinnacle West’s Condensed Consolidated Statements of Income for the three months
ended March 31, 2007 and 2006 (dollars in millions):
To fund the costs APS expects to incur to decommission Palo Verde, APS established external
decommissioning trusts in accordance with NRC regulations. APS invests the trust funds in fixed
income and equity securities. APS applies the provisions of SFAS No. 115, “Accounting for Certain
Investments in Debt and Equity Securities,” in accounting for investments in decommissioning trust
funds, and classifies these investments as available for sale. As a result, we
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
record the decommissioning trust funds at their fair value on our Condensed Consolidated
Balance Sheets. Because of the ability of APS to recover decommissioning costs in rates and in
accordance with the regulatory treatment for decommissioning trust funds, APS has recorded the
offsetting amount of unrealized gains (losses) on investment securities in other regulatory
liabilities/assets. The following table summarizes the fair value of APS’ nuclear
decommissioning trust fund assets at March 31, 2007 and December 31, 2006 (dollars in millions):
The costs of securities sold are determined on the basis of specific identification. The
following table sets forth approximate gains and losses and proceeds from the sale of securities by
the nuclear decommissioning trust funds (dollars in millions):
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This guidance establishes a framework for measuring fair value
and expands
disclosures about fair value measurements. The Statement is effective for us on January 1, 2008. We
are currently evaluating this new guidance.
PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets
and Financial Liabilities.” SFAS No. 159 provides companies with an option to report selected
financial assets and liabilities at fair value. SFAS No. 159 is effective for us on January 1,2008. We are currently evaluating this new guidance.
See Note 8 for a discussion of FASB Interpretation No. 48 on accounting for uncertainty in income taxes, which we adopted January 1,2007. The effect of applying the new guidance was not significantly different in terms of tax
impacts from the application of our previous policy. Accordingly, the impact to retained earnings
upon adoption was immaterial.
Allowance for equity funds used during construction
4,444
3,801
Other income (Note S-3)
4,433
4,806
Other expense (Note S-3)
(4,904
)
(3,680
)
Total
4,727
5,163
INTEREST DEDUCTIONS
Interest on long-term debt
40,075
34,250
Interest on short-term borrowings
1,981
2,026
Debt discount, premium and expense
1,156
1,173
Allowance for borrowed funds used during construction
(2,213
)
(1,721
)
Total
40,999
35,728
NET INCOME (LOSS)
$
4,317
$
(5,521
)
See Notes to Pinnacle West’s Condensed Consolidated Financial Statements and Supplemental
Notes to Arizona Public Service Company’s Condensed Financial Statements.
Intangible assets, net of accumulated amortization
89,775
95,601
Nuclear fuel, net of accumulated amortization
69,539
60,100
Total utility plant
7,930,811
7,826,739
INVESTMENTS AND OTHER ASSETS
Decommissioning
trust accounts (Note 18)
349,470
343,771
Assets from long-term risk management and trading activities
(Note S-1)
84,955
96,892
Other assets
68,389
67,763
Total investments and other assets
502,814
508,426
CURRENT ASSETS
Cash and cash equivalents
102,564
81,870
Investment in debt securities
—
32,700
Customer and other receivables
303,790
410,436
Allowance for doubtful accounts
(3,834
)
(4,223
)
Materials and supplies (at average cost)
137,357
125,802
Fossil fuel (at average cost)
24,856
21,973
Assets from risk management and trading activities (Note S-1)
105,278
539,308
Deferred income taxes
11,763
19,220
Other current assets
13,821
13,367
Total current assets
695,595
1,240,453
DEFERRED DEBITS
Deferred fuel and purchased power regulatory asset (Note 5)
117,795
160,268
Other regulatory assets
625,480
686,016
Unamortized debt issue costs
25,869
26,393
Other (Note 8)
131,319
65,397
Total deferred debits
900,463
938,074
TOTAL ASSETS
$
10,029,683
$
10,513,692
See Notes to Pinnacle West’s Condensed Consolidated Financial Statements and Supplemental
Notes to Arizona Public Service Company’s Condensed Financial Statements.
Liabilities from risk management and trading activities (Note S-1)
51,962
490,855
Other current liabilities
71,404
74,728
Total current liabilities
833,231
1,278,566
DEFERRED CREDITS AND OTHER
Deferred income taxes
1,226,020
1,215,862
Regulatory liabilities
646,424
635,431
Liability for asset retirements
270,264
268,389
Pension and other postretirement liabilities (Note 6)
562,088
551,531
Customer advances for construction
74,684
71,211
Unamortized gain – sale of utility plant
40,038
41,182
Liabilities from long-term risk management and trading activities
(Note S-1)
78,680
135,056
Other
218,213
231,489
Total deferred credits and other
3,116,411
3,150,151
COMMITMENTS
AND CONTINGENCIES (NOTES 5, 8, 12, 13 and 15)
TOTAL LIABILITIES AND EQUITY
$
10,029,683
$
10,513,692
See Notes to Pinnacle West’s Condensed Consolidated Financial Statements and
Supplemental Notes to Arizona Public Service Company’s Condensed Financial Statements.
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization including nuclear fuel
96,974
93,762
Deferred fuel and purchased power
(26,293
)
(14,538
)
Deferred fuel and purchased power amortization
68,766
17,808
Allowance for equity funds used during construction
(4,444
)
(3,801
)
Deferred income taxes
(15,566
)
1,757
Changes in mark-to-market valuations
(3,507
)
974
Changes in current assets and liabilities:
Customer and other receivables
128,030
124,568
Materials, supplies and fossil fuel
(14,438
)
(1,101
)
Other current assets
(2,112
)
4,892
Accounts payable
(92,004
)
(62,543
)
Accrued taxes
6,673
30,343
Collateral
1,789
(150,640
)
Other current liabilities
(6,533
)
32,231
Change in risk management and trading – assets
59,181
2,189
Change in risk management and trading – liabilities
(557
)
(65,131
)
Change in other long-term assets
(21,108
)
(7,524
)
Change in other long-term liabilities
6,284
11,366
Net cash flow provided by operating activities
185,452
9,091
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures
(188,947
)
(140,185
)
Allowance for borrowed funds used during construction
(2,213
)
(1,721
)
Purchases of investment securities
(36,525
)
(122,025
)
Proceeds from sale of investment securities
69,225
122,025
Proceeds from nuclear decommissioning trust sales
63,490
33,743
Investment in nuclear decommissioning trust
(68,675
)
(38,929
)
Other
(826
)
(1,966
)
Net cash flow used for investing activities
(164,471
)
(149,058
)
CASH FLOWS FROM FINANCING ACTIVITIES
Equity infusion
—
210,000
Dividends paid on common stock
—
(42,500
)
Repayment and reacquisition of long-term debt
(287
)
(821
)
Net cash flow provided by (used for) financing activities
(287
)
166,679
NET INCREASE IN CASH AND CASH EQUIVALENTS
20,694
26,712
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
81,870
49,933
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
102,564
$
76,645
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes, net of refunds
$
44,088
$
—
Interest, net of amounts capitalized
$
45,793
$
24,297
See Notes to Pinnacle West’s Condensed Consolidated Financial Statements and Supplemental
Notes to Arizona Public Service Company’s Condensed Financial Statements.
Certain notes to APS’ Condensed Financial Statements are combined with the Notes to Pinnacle
West’s Condensed Consolidated Financial Statements. Listed below are the Condensed Consolidated
Notes to Pinnacle West’s Condensed Consolidated Financial Statements, the majority of which also
relate to APS’ Condensed Financial Statements. In addition, listed below are the Supplemental Notes
which are required disclosures for APS and should be read in conjunction with Pinnacle West’s
Condensed Consolidated Notes.
ARIZONA PUBLIC SERVICE COMPANY
SUPPLEMENTAL NOTES TO THE CONDENSED FINANCIAL STATEMENTS
S-1. Derivative and Energy Trading Accounting
APS is exposed to the impact of market fluctuations in the commodity price of electricity, natural gas and emissions allowances. As part of its overall
risk management program, APS uses various commodity instruments that qualify as derivatives to
hedge purchases and sales of electricity, fuels, and emission allowances and credits. As of March31, 2007, APS hedged exposures to these risks for a maximum of 4.8 years.
Cash Flow Hedges
The changes in the fair value of APS’ hedged positions included in the APS Condensed Statements of
Income, after consideration of amounts deferred under the PSA, for the three months ended March 31,2007 and 2006 were comprised of the following (dollars in thousands):
Gains (losses) on the ineffective portion of
derivatives qualifying for hedge accounting
$
911
$
(436
)
Losses from the change in options’ time value
excluded from measurement of effectiveness
—
(18
)
Gains from the discontinuance of cash flow
hedges
150
159
During the next twelve months ending March 31, 2008, APS estimates that a net gain of $39
million before income taxes will be reclassified from accumulated other comprehensive income as an
offset to the effect of market price changes for the related hedged transactions. To the extent the
amounts are eligible for inclusion in the PSA, the amounts will be recorded as either a regulatory
asset or liability and have no effect on earnings (see Note 5).
APS’ assets and liabilities from risk management and trading activities are presented in two categories.
The following tables summarize APS’ assets and liabilities from risk management and trading activities at March 31, 2007
and December 31, 2006 (dollars in thousands):
During
the first quarter of 2007, we changed the presentation of
mark-to-market positions related to natural gas basis swaps in the
regulated electricity segment. We historically presented the buy side
and the sell side of such swaps at fair value gross on our
consolidated balance sheets, which resulted in mark-to-market assets
and separate mark-to-market liabilities. We now offset these matching
assets and liabilities, thus presenting the net mark-to-market
position by contract, which correctly reflects the true nature of
these contracts. The net asset/liability position as historically
disclosed in the table above is unchanged. Further, this change has
no impact on income, common stock equity or cash flows. Had we
previously presented such amounts net, the effect on the
December 31, 2006 balance sheet would have been to decrease
Current Assets and Current Liabilities by $376 million and
decrease Investments and Other Assets and Deferred Credits and Other
by $59 million. We believe that the effect of presenting these
contracts gross in prior periods is immaterial to previously issued
financial statements.
We maintain a margin account with a broker to support our risk management and trading activities.
The margin account was an asset of $19 million at March 31, 2007 and $73 million at December 31,2006 and is included in the margin account in the table above. Cash is deposited with the broker in
this account at the time futures or options contracts are initiated. The change in market value of
these contracts (reflected in mark-to-market) requires adjustment of the margin account balance.
Cash or other assets may be required to serve as collateral against APS’ open positions on certain
energy-related contracts. No collateral was provided to counterparties at March 31, 2007 and $2
million was provided at December 31, 2006 and is included in other current assets on the Condensed
Balance Sheets. Collateral provided to us by counterparties was $1 million at both March 31, 2007
and December 31, 2006, and is included in other current liabilities on the Condensed Balance
Sheets.
Net unrealized gains (losses) on derivative
instruments (a)
50,545
(162,892
)
Net reclassification of realized losses
(gains) to income (b)
741
(10,116
)
Net income tax benefit (expense) related to
items of other comprehensive income (loss)
(20,124
)
67,560
Total other comprehensive income (loss)
31,162
(105,448
)
Comprehensive income (loss)
$
35,479
$
(110,969
)
(a)
These amounts primarily include unrealized gains and losses on contracts used to
hedge our forecasted electricity and natural gas requirements to serve Native Load. These changes
are primarily due to changes in forward natural gas prices and wholesale electricity prices.
(b)
These amounts primarily include the reclassification of unrealized gains and losses to realized
gains and losses for contracted commodities delivered during the period.
S-3. Other Income and Other Expense
The following table provides detail of APS’ other income and other expense for
the three months ended March 31, 2007 and 2006 (dollars in thousands):
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The following discussion should be read in conjunction with Pinnacle West’s Condensed
Consolidated Financial Statements and Arizona Public Service Company’s Condensed Financial
Statements and the related Notes that appear in Item 1 of this report.
OVERVIEW
Pinnacle West owns all of the outstanding common stock of APS. APS is a vertically-integrated
electric utility that provides retail and wholesale electric service to most of the state of
Arizona, with the major exceptions of about one-half of the Phoenix metropolitan area, the Tucson
metropolitan area and Mohave County in northwestern Arizona. APS has historically accounted for a
substantial part of our revenues and earnings, and is expected to continue to do so. Customer
growth in APS’ service territory is about three times the national average and remains a
fundamental driver of our revenues and earnings.
The ACC regulates APS’ retail electric rates. The key issue affecting Pinnacle West’s and
APS’ financial outlook is the satisfactory resolution of APS’ retail rate proceedings pending
before the ACC. As discussed in greater detail in Note 5, these proceedings consist of:
•
a general retail rate case pursuant to which APS is requesting a 20.4%, or $434.6
million, increase in its annual retail electricity revenues;
•
an application for a temporary rate increase of approximately 1.9%, through a PSA
surcharge, to recover $45 million in retail fuel and purchased power costs relating to
Palo Verde’s 2005 unplanned outages that were deferred by APS in 2005 under the PSA and
are subject to the ACC’s completion of an inquiry regarding the outages (this matter is
now being addressed in the general retail rate case); and
•
the ACC’s prudency review of amounts collected through the May 2, 2006 interim PSA
adjustor (see “Interim Rate Increase” in Note 5) related to unplanned 2006 Palo Verde
outages.
SunCor, our real estate development subsidiary, has been and is expected to be an important
source of earnings. See discussion below in “Pinnacle West Consolidated – Factors Affecting our
Financial Outlook – Subsidiaries.” Our subsidiary, APS Energy Services, provides competitive
commodity-related energy services and energy-related products and services to commercial and
industrial retail customers in the western United States. El Dorado, our investment subsidiary,
owns minority interests in several energy-related investments and Arizona community-based ventures.
Pinnacle West Marketing & Trading is the Company’s newly-formed marketing and trading subsidiary.
Activity in this subsidiary began in February 2007. See Note 4.
We continue to focus on solid operational performance in our electricity generation and
delivery activities. In the delivery area, we focus on superior reliability and customer
satisfaction. We plan to expand long-term resources and our transmission and distribution systems
to meet the electricity needs of our growing retail customers and sustain reliability.
See “Pinnacle West Consolidated – Factors Affecting Our Financial Outlook” below for a
discussion of several factors that could affect our future financial results.
EARNINGS CONTRIBUTION BY BUSINESS SEGMENT
Pinnacle West’s two principal business segments are:
•
our regulated electricity segment, which consists of traditional regulated retail
and wholesale electricity businesses (primarily electric service to Native Load
customers) and related activities and includes electricity generation, transmission and
distribution; and
•
our real estate segment, which consists of SunCor’s real estate development and
investment activities.
The following table summarizes income from continuing operations by segment for the three
months ended March 31, 2007 and 2006 and reconciles net income in total (dollars in millions):
PINNACLE WEST CONSOLIDATED – RESULTS OF OPERATIONS
General
Throughout the following explanations of our results of operations, we refer to “gross
margin.” With respect to our regulated electricity segment, gross margin refers to operating
revenues less fuel and purchased power costs. “Gross margin” is a “non-GAAP financial measure,” as
defined in accordance with SEC rules. Exhibit 99.1 reconciles this non-GAAP financial measure to
operating income, which is the most directly comparable financial measure calculated and presented
in accordance with accounting principles generally accepted in the United States (GAAP). We view
gross margin as an important performance measure of the core profitability of our operations. This
measure is a key component of our internal financial reporting and is used by our management in
analyzing our business. We believe that investors benefit from having access to the same financial
measures that our management uses.
Deferred Fuel and Purchased Power Costs
Our subsidiary, APS, settled its 2003 general retail rate case effective April 1, 2005. As
part of the settlement, the ACC approved the PSA, which permits APS to defer for recovery or refund
fluctuations in retail fuel and purchased power costs, subject to specified parameters. In
accordance with the PSA, APS defers for future rate recovery 90% of the difference between actual
retail fuel and purchased power costs and the amount of such costs currently included in base
rates. APS’ recovery of PSA deferrals from its customers is subject to the ACC’s approval of
annual PSA adjustments and periodic surcharge applications. See “Power Supply Adjustor” in Note 5.
Since the inception of the PSA, APS has incurred substantially higher fuel and purchased power
costs than those authorized for recovery through APS’ current base rates, primarily due to the use
of higher cost resources and higher fuel prices, and has deferred those cost differences in
accordance with the PSA. The balance of APS’ PSA accumulated unrecovered deferrals at March 31,2007 was approximately $118 million. The recovery of PSA deferrals through ACC approved adjustors
and surcharges recorded as revenue is offset dollar-for-dollar by the amortization of those
deferred expenses recorded as fuel and purchased power.
APS recorded PSA deferrals of (a) $45 million related to replacement power costs in 2005
associated with unplanned Palo Verde outages and (b) $79 million related to replacement power costs
in 2006 associated with unplanned outages or reduced power operations at Palo Verde. The PSA
deferrals associated with these unplanned Palo Verde outages and reduced power operations are the
subject of ACC prudence reviews. The ACC staff has completed its prudence review of 2005 unplanned
outages and has recommended disallowance of $16 million of the 2005 costs. The recommendation is
being considered as part of APS’ general rate case currently pending before the ACC. See “PSA
Deferrals Related to Unplanned Palo Verde Outages” in Note 5. The ALJ in the rate case has
recommended the disallowance of approximately $14 million, including accrued interest ($8 million
after income taxes), of the deferrals related to the unplanned 2005 Palo Verde outages. See “ALJ
Recommended Order” in Note 5. Neither the ACC staff recommendation nor the ALJ recommendation
changes management’s belief that the expenses in question were prudently incurred and, therefore,
are recoverable. The prudence review of 2006 unplanned outages has not yet been completed.
Operating Results – Three-month period ended March 31, 2007 compared with three-month period ended
March 31, 2006
Our consolidated net income for the three months ended March 31, 2007 was $17 million compared
with $13 million for the comparable prior-year period. Net income increased $4 million in the
period-to-period comparison, reflecting the following changes in earnings by segment:
•
Regulated Electricity Segment – Net income increased approximately $16 million
primarily due to the effects of cooler weather on retail sales; higher retail sales due
to customer growth; and lower operations and maintenance expense related to generation.
In addition, higher fuel and purchased power costs were partially offset by the
deferral of such costs in accordance with the PSA. See “Deferred Fuel and Purchased
Power Costs” above.
•
Real Estate Segment – Net income decreased approximately $13 million primarily due
to lower sales of land parcels and residential property.
•
Other miscellaneous items, net, increased approximately $1 million.
Additional details on the major factors that increased (decreased) net income are contained in the
following table (dollars in millions):
Increase (Decrease)
Pretax
After Tax
Regulated electricity segment gross margin:
Effects of cooler weather on retail sales
$
13
$
8
Higher retail sales due to customer growth, excluding weather
effects
10
6
Higher fuel and purchased power costs due to increased prices
(see “Deferred Fuel and Purchased Power Costs” above)
(14
)
(9
)
Increased deferred fuel and purchased power costs
12
7
Miscellaneous items, net
3
3
Net increase in regulated electricity segment gross margin
24
15
Lower real estate segment contribution primarily due to decreased
sales of land parcels and residential property
(21
)
(13
)
Operations and maintenance decreases primarily due to:
Generation costs, including fewer power plant maintenance
outages
4
2
Miscellaneous items, net
3
2
Other miscellaneous items, net
(4
)
(2
)
Net increase in net income
$
6
$
4
Regulated Electricity Segment Revenues
Regulated electricity segment revenues were $70 million higher for the three months ended
March 31, 2007 compared with the prior-year period primarily as a result of:
•
a $51 million increase in retail revenues related to recovery of PSA
deferrals, which had no earnings effect because of amortization of the same amount
recorded as fuel and purchased power expense (see “Deferred Fuel and Purchased Power
Costs” above);
•
an $18 million increase in retail revenues due to cooler weather;
•
a $13 million increase in retail revenues related to customer growth,
excluding weather effects;
•
a $5 million decrease in Off-System Sales due to lower sales volumes; and
•
a $7 million decrease due to miscellaneous factors.
Real Estate Segment Revenues
Real estate segment revenues were $31 million lower for the three months ended March 31, 2007
compared with the prior-year period primarily as a result of:
•
a $20 million decrease in residential sales due to a slowdown in the
western United States residential real estate markets;
a $15 million decrease in revenue primarily due to a significant land
parcel sale in 2006 without a comparable sale in 2007; and
•
a $4 million increase due to miscellaneous factors.
Other Revenues
Marketing and trading revenues were $13 million lower for the three months ended March 31,2007 compared with the prior-year period primarily as a result of:
•
an $11 million decrease from lower competitive retail sales volumes in
California; and
•
a $2 million decrease due to miscellaneous factors.
LIQUIDITY AND CAPITAL RESOURCES
Capital Needs and Resources – Pinnacle West Consolidated
Capital Expenditure Requirements
The following table summarizes the actual capital expenditures for the three months ended
March 31, 2007 and estimated capital expenditures for the next three years (dollars in millions):
Primarily information systems and facilities projects.
(b)
Consists primarily of capital expenditures for residential land development and
retail and office building construction reflected in “Real estate investments” on the
Condensed Consolidated Statements of Cash Flows.
Distribution and transmission capital expenditures are comprised of infrastructure additions
and upgrades, capital replacements, new customer construction and related information systems and
facility costs. Examples of the types of projects included in the forecast include lines,
substations, line extensions to new residential and commercial developments and upgrades to
customer information systems. Major transmission projects are driven by strong regional customer
growth.
Generation capital expenditures are comprised of various improvements to APS’ existing fossil
and nuclear plants and the replacement of Palo Verde steam generators (see below). Examples of the
types of projects included in this category are additions, upgrades and capital replacements of
various power plant equipment such as turbines, boilers and environmental equipment. Environmental
expenditures are estimated at approximately $80 million to $100 million per year for 2007, 2008 and
2009. Generation also includes nuclear fuel expenditures of approximately $110 million for 2007,
$40 million for 2008 and $100 million for 2009.
The Palo Verde owners have approved the manufacture of one additional set of steam generators.
These generators will be installed in Unit 3 and are scheduled for completion in the Fall of 2007
at an approximate cost of $70 million (APS’ share). Approximately $30 million of the Unit 3 steam
generator costs have been incurred through March 31, 2007, with the remaining $40 million included
in the capital expenditures table above. Capital expenditures will be funded with internally
generated cash and/or external financings.
Contractual Obligations
Our future contractual obligations have not changed materially from the amounts disclosed in
Part II, Item 7 of the 2006 Form 10-K, with the exception of our aggregate fuel and purchased power
commitments, which increased from approximately $2.6 billion at December 31, 2006 to $2.8 billion
at March 31, 2007 as follows (dollars in billions):
2007
2008-2009
2010-2011
Thereafter
Total
$0.5
$
0.5
$
0.5
$
1.3
$
2.8
See Note 4 for a list of payments due on total long-term debt and capitalized lease
requirements.
Upon
adoption of FIN 48, we are now required to include uncertain tax
positions in our contractual obligation disclosure. We have uncertain
tax positions of approximately $186 million and we expect to pay
these in 2007. See Note 8.
Off-Balance Sheet Arrangements
In 1986, APS entered into agreements with three separate VIE lessors in order to sell and
lease back interests in Palo Verde Unit 2. The leases are accounted for as operating leases in
accordance with GAAP. We are not the primary beneficiary of the Palo Verde VIEs and, accordingly,
do not consolidate them.
APS is exposed to losses under the Palo Verde sale leaseback agreements upon the occurrence of
certain events that APS does not consider to be reasonably likely to occur. Under certain
circumstances (for example, the NRC issuing specified violation orders with respect to Palo Verde
or the occurrence of specified nuclear events), APS would be required to assume the debt associated
with the transactions, make specified payments to the equity participants, and take title to the
leased Unit 2 interests, which, if appropriate, may be required to be written down in value. If
such an event had occurred as of March 31, 2007, APS would have been required to assume
approximately $214 million of debt and pay the equity participants approximately $177 million.
We and certain of our subsidiaries have issued guarantees and letters of credit in support of
our unregulated businesses. We have also obtained surety bonds on behalf of APS Energy Services.
We have not recorded any liability on our Condensed Consolidated Balance Sheets with respect to
these obligations. We generally agree to indemnification provisions related to liabilities arising
from or related to certain of our agreements, with limited exceptions depending on the particular
agreement. See Note 15 for additional information regarding guarantees and letters of credit.
Credit Ratings
The ratings of securities of Pinnacle West and APS as of May 8, 2007 are shown below. The
ratings reflect the respective views of the rating agencies, from which an explanation of the
significance of their ratings may be obtained. There is no assurance that these ratings will
continue for any given period of time. The ratings may be revised or withdrawn entirely by the
rating agencies, if, in their respective judgments, circumstances so warrant. Any downward
revision or withdrawal may adversely affect the market price of Pinnacle West’s or APS’ securities
and serve to increase the cost of and access to capital. It may also require additional collateral
related to certain derivative instruments (see Note 10).
Moody’s
Standard & Poor’s
Fitch
Pinnacle West
Senior unsecured (a)
Baa3 (P)
BB+ (prelim)
N/A
Commercial paper
P-3
A-3
F-3
Outlook
Negative
Stable
Stable
APS
Senior unsecured
Baa2
BBB-
BBB
Secured lease
obligation bonds
Baa2
BBB-
BBB-
Commercial paper
P-2
A-3
F-2
Outlook
Negative
Stable
Stable
(a)
Pinnacle West has a shelf registration under SEC Rule 415. Pinnacle West
currently has no outstanding, rated senior unsecured securities. However, Moody’s
assigns a provisional (P) rating and Standard & Poor’s assigns a preliminary (prelim)
rating to the senior unsecured securities under such shelf registrations.
Debt Provisions
Pinnacle West’s and APS’ debt covenants related to their respective bank financing
arrangements include debt to capitalization ratios. Certain of APS’ bank financing arrangements
also include an interest coverage test. Pinnacle West and APS comply with these covenants and each
anticipates it will continue to meet these and other significant covenant requirements. For both
Pinnacle West and APS, these covenants require that the ratio of consolidated debt to total
consolidated capitalization not exceed 65%. At March 31, 2007, the ratio was approximately 49% for
Pinnacle West and 47% for APS. The provisions regarding interest coverage require a minimum cash
coverage of two times the interest requirements for APS. The interest coverage was
approximately 4.7 times under APS’ bank financing agreements as of March 31, 2007. Failure to
comply with such covenant levels would result in an event of default which, generally speaking,
would require the immediate repayment of the debt subject to the covenants and could cross-default
other debt. See further discussion of “cross-default” provisions below.
Neither Pinnacle West’s nor APS’ financing agreements contain “rating triggers” that would
result in an acceleration of the required interest and principal payments in the event of a rating
downgrade. However, in the event of a rating downgrade, Pinnacle West and/or APS may be subject to
increased interest costs under certain financing agreements.
All of Pinnacle West’s loan agreements contain “cross-default” provisions that would result in
defaults and the potential acceleration of payment under these loan agreements if Pinnacle West or
APS were to default under certain other material agreements. All of APS’ bank agreements contain
cross-default provisions that would result in defaults and the potential acceleration of payment
under these bank agreements if APS were to default under certain other material agreements.
Pinnacle West and APS do not have a material adverse change restriction for revolver borrowings.
See Note 4 for further discussions.
Capital Needs and Resources — By Company
Pinnacle West (Parent Company)
Our primary cash needs are for dividends to our shareholders and principal and interest
payments on our long-term debt. The level of our common stock dividends and future dividend growth
will be dependent on a number of factors including, but not limited to, payout ratio trends, free
cash flow and financial market conditions.
Our primary sources of cash are dividends from APS, external financings and cash distributions
from our other subsidiaries, primarily SunCor. An existing ACC order requires APS to maintain a
common equity ratio of at least 40% and prohibits APS from paying common stock dividends if the
payment would reduce its common equity below that threshold. As defined in the ACC order, the
common equity ratio is common equity divided by the sum of common equity and long-term debt,
including current maturities of long-term debt. At March 31, 2007, APS’ common equity ratio, as
defined, was approximately 53%.
Pinnacle West sponsors a qualified defined benefit and account balance pension plan and a
non-qualified supplemental excess benefit retirement plan for the employees of Pinnacle West and
our subsidiaries. IRS regulations require us to contribute a minimum amount to the qualified plan.
We contribute at least the minimum amount required under IRS regulations, but no more than the
maximum tax-deductible amount. The minimum required funding takes into consideration the value of
plan assets and our pension obligation. The assets in the plan are comprised of fixed-income,
equity and short-term investments. Future year contribution amounts are dependent on fund
performance and fund valuation assumptions. We contributed $47 million in 2006. The contribution
to our pension plan in 2007 is estimated to be approximately $22 million, and the contribution to
our other postretirement benefit plans in 2007 is estimated to be approximately $21 million. APS
and other subsidiaries fund their share of the contributions. APS’ share is approximately 97% of
both plans.
APS’ capital requirements consist primarily of capital expenditures and optional and mandatory
redemptions of long-term debt. APS pays for its capital requirements with cash from operations
and, to the extent necessary, external financings. APS has historically paid its dividends to
Pinnacle West with cash from operations. See “Pinnacle West (Parent Company)” above for a
discussion of the common equity ratio that APS must maintain in order to pay dividends to Pinnacle
West.
Although provisions in APS’ articles of incorporation and ACC financing orders establish
maximum amounts of preferred stock and debt that APS may issue, APS does not expect any of these
provisions to limit its ability to meet its capital requirements. On December 15, 2006, APS filed
a financing application with the ACC requesting an increase in APS’ current short-term and
long-term debt authorizations. In the financing application, APS requested an increase to its
current short-term debt authorization (7% of APS’capitalization) to 7% of APS’capitalization plus
$500 million in order to meet its growing working capital needs. In addition, APS requested an
increase to its current long-term debt authorization (approximately $3.2 billion) to approximately
$4.2 billion in light of the projected growth of APS and its customer base and the resulting
projected future financing needed to fund APS’ capital expenditure and maintenance program and
other cash requirements.
See “Deferred Fuel and Purchased Power Costs” above and “Power Supply Adjustor” in Note 5 for
information regarding the PSA approved by the ACC. Although APS defers actual retail fuel and
purchased power costs on a current basis, APS’ recovery of the deferrals from its ratepayers is
subject to the ACC’s approval of annual PSA adjustments and periodic surcharge applications.
See “Cash Flow Hedges” in Note 10 for information related to collateral provided to us by
counterparties.
Other Subsidiaries
During the past three years, SunCor funded its cash requirements with cash from operations and
its own external financings. SunCor’s capital needs consist primarily of capital expenditures for
land development and retail and office building construction. See the capital expenditures table
above for actual capital expenditures during the three months ended March 31, 2007 and projected
capital expenditures for the next three years. SunCor expects to fund its future capital
requirements with cash from operations and external financings.
El Dorado expects minimal capital requirements over the next three years and intends to focus
on prudently realizing the value of its existing investments.
APS Energy Services expects minimal capital expenditures over the next three years.
See “Overview” above and Note 4 for discussion of Pinnacle West Marketing & Trading, the
Company’s newly-formed marketing and trading subsidiary.
CRITICAL ACCOUNTING POLICIES
In preparing the financial statements in accordance with GAAP, management must often make
estimates and assumptions that affect the reported amounts of assets, liabilities, revenues,
expenses and related disclosures at the date of the financial statements and during the
reporting period. Some of those judgments can be subjective and complex, and actual results could
differ from those estimates. Our most critical accounting policies include the impacts of
regulatory accounting, the determination of the appropriate accounting for our pension and other
postretirement benefits and derivatives accounting. There have been no changes to our critical
accounting policies since our 2006 Form 10-K. See “Critical Accounting Policies” in Item 7 of the
2006 Form 10-K for further details about our critical accounting policies.
OTHER ACCOUNTING MATTERS
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This
guidance establishes a framework for measuring fair value and expands disclosures about fair value
measurements. The Statement is effective for us on January 1, 2008. We are currently evaluating
this new guidance.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets
and Financial Liabilities.” SFAS No. 159 provides companies with an option to report selected
financial assets and liabilities at fair value. SFAS No. 159 is effective for us on January 1,2008. We are currently evaluating this new guidance.
See Note 8 for a discussion of FASB Interpretation No. 48 on accounting for uncertainty in
income taxes, which we adopted January 1, 2007. The effect of applying the new guidance was not
significantly different in terms of tax impacts from the application of our previous policy.
Accordingly, the impact to retained earnings upon adoption was immaterial.
PINNACLE WEST CONSOLIDATED – FACTORS AFFECTING
OUR FINANCIAL OUTLOOK
Factors Affecting Operating Revenues, Fuel and Purchased Power Costs
General Electric operating revenues are derived from sales of electricity in regulated retail
markets in Arizona and from competitive retail and wholesale power markets in the western United
States. For the years 2004 through 2006, retail electric revenues comprised approximately 82% of
our total electric operating revenues. Our electric operating revenues are affected by electricity
sales volumes related to customer mix, customer growth, average usage per customer, electricity
rates and tariffs, variations in weather from period to period, and amortization of PSA deferrals.
Competitive retail sales of energy and energy-related products and services are made by APS Energy
Services in certain western states that have opened to competition. Off-System Sales of excess
generation output, purchased power and natural gas are included in regulated electricity segment
revenues and related fuel and purchased power because the gross margin is credited to APS’ retail
customers through the PSA. These revenue transactions are affected by the availability of excess
generation or other energy resources and wholesale market conditions, including demand and prices.
Competitive wholesale transactions are made by the marketing and trading group through structured
trading opportunities involving matched sales and purchases of commodities.
Retail Rate Proceedings The key issue affecting Pinnacle West’s and APS’ financial outlook is
the satisfactory resolution of APS’ retail rate proceedings pending before the ACC, which are
discussed in greater detail in Note 5. The most significant pending retail rate proceedings are
APS’ general rate case request and an application for a 1.9% PSA surcharge, or temporary rate
increase, related to incremental replacement power costs incurred by APS in 2005 in connection with
unplanned outages at Palo Verde, which is subject to the ACC’s review of the unplanned outages.
These matters have been consolidated procedurally and a decision on them by the ACC is expected in
the second quarter of 2007. In addition, the ACC staff is conducting a review of the prudence of
approximately $79 million in PSA deferrals related to 2006 unplanned outages at Palo Verde.
Fuel and Purchased Power Costs Fuel and purchased power costs included on our income
statements are impacted by our electricity sales volumes, existing contracts for purchased power
and generation fuel, our power plant performance, transmission availability or constraints,
prevailing market prices, new generating plants being placed in service in our market areas, our
hedging program for managing such costs and, since April 1, 2005, PSA deferrals and the
amortization thereof. See “Power Supply Adjustor” in Note 5 for information regarding the PSA,
including PSA deferrals related to Palo Verde unplanned outages and reduced power operations that
are the subject of ACC prudence reviews. APS’ recovery of PSA deferrals from its ratepayers is
subject to the ACC’s approval of annual PSA adjustments and periodic surcharge applications.
Customer and Sales Growth The customer and sales growth referred to in this paragraph applies
to Native Load customers and sales to them. Customer growth in APS’ service territory for the
three-month period ended March 31, 2007 was 3.8% compared with the prior-year period. Such growth
averaged 4.1% a year for the three years from 2004 through 2006; and we currently expect customer
growth to average about 4.0% per year from 2007 to 2009. For the three years 2004 through 2006,
APS’ actual retail electricity sales in kilowatt-hours grew at an average rate of 4.2%; adjusted to
exclude effects of weather variations, such retail sales growth averaged 4.6% a year. We currently
estimate that total retail electricity sales in kilowatt-hours will grow 3.2% on average, from 2007
through 2009, before the effects of weather variations. We currently expect our retail sales
growth in 2007 to be below average because of potential effects on customer usage from the retail
rate increases proposed by APS (see Note 5).
Actual sales growth, excluding weather-related variations, may differ from our projections as
a result of numerous factors, such as economic conditions, customer growth, usage patterns and
responses to retail price changes. Our experience indicates that a reasonable range of variation
in our kilowatt-hour sales projection attributable to such economic factors can result in increases
or decreases in annual net income of up to $10 million.
Weather In forecasting retail sales growth, we assume normal weather patterns based on
historical data. Historical extreme weather variations have resulted in annual variations in net
income in excess of $20 million. However, our experience indicates that the more typical
variations from normal weather can result in increases or decreases in annual net income of up to
$10 million.
Wholesale Market Conditions Our marketing and trading activities focus primarily on managing
APS’ risks relating to fuel and purchased power costs in connection with its costs of serving
Native Load customer demand. Our marketing and trading activities include, subject to specified
parameters, marketing, hedging and trading in electricity, fuels and emission allowances and
credits.
Operations and Maintenance Expenses Operations and maintenance expenses are impacted by
growth, power plant additions and operations, inflation, outages, higher-trending pension and other
postretirement benefit costs and other factors.
Depreciation and Amortization Expenses Depreciation and amortization expenses are impacted by
net additions to utility plant and other property, which include generation construction, changes
in depreciation and amortization rates, and changes in regulatory asset amortization.
Property Taxes Taxes other than income taxes consist primarily of property taxes, which are
affected by the value of property in-service and under construction, assessed valuation ratios, and
tax rates. The average property tax rate for APS, which currently owns the majority of our
property, was 8.9% of assessed value for 2006 and 9.2% for 2005. We expect property taxes to
increase as new power plants (including the Sundance Plant acquired in 2005) and additions to our
transmission and distribution facilities are included in the property tax base.
Interest Expense Interest expense is affected by the amount of debt outstanding and the
interest rates on that debt. The primary factors affecting borrowing levels are expected to be our
capital expenditures, long-term debt maturities, and internally generated cash flow. Capitalized
interest offsets a portion of interest expense while capital projects are under construction. We
stop accruing capitalized interest on a project when it is placed in commercial operation.
Retail Competition Although some very limited retail competition existed in Arizona in 1999
and 2000, there are currently no active retail competitors providing unbundled energy or other
utility services to APS’ customers. We cannot predict when, and the extent to which, additional
competitors will re-enter APS’ service territory.
Subsidiaries SunCor’s net income was $61 million in 2006, $56 million in 2005, and $45
million in 2004. See Note 17 for further discussion. We currently expect SunCor’s net income in
2007 will be between $30 million and $35 million. This estimate reflects a slow-down in the
western United States residential real estate markets.
APS Energy Services’ and El Dorado’s historical results are not indicative of future
performance.
General Our financial results may be affected by a number of broad factors. See
“Forward-Looking Statements” for further information on such factors, which may cause our actual
future results to differ from those we currently seek or anticipate.
Market Risks
Our operations include managing market risks related to changes in interest rates, commodity
prices and investments held by our nuclear decommissioning trust fund.
Interest Rate and Equity Risk
We have exposure to changing interest rates. Changing interest rates will affect interest
paid on variable-rate debt and the market value of fixed income securities held by our nuclear
decommissioning trust fund. The nuclear decommissioning trust fund also has risks associated
with the changing market value of its investments. Nuclear decommissioning costs are recovered in
regulated electricity prices.
Commodity Price Risk
We are exposed to the impact of market fluctuations in the commodity price and transportation
costs of electricity, natural gas and emissions allowances. We manage risks associated with these
market fluctuations by utilizing various commodity instruments that qualify as derivatives,
including exchange-traded futures and options and over-the-counter forwards, options and swaps.
Our ERMC, consisting of officers and key management personnel, oversees company-wide energy risk
management activities and monitors the results of marketing and trading activities to ensure
compliance with our stated energy risk management and trading policies. As part of our risk
management program, we use such instruments to hedge purchases and sales of electricity, fuels and
emissions allowances and credits. The changes in market value of such contracts have a high
correlation to price changes in the hedged commodities. In addition, subject to specified risk
parameters monitored by the ERMC, we engage in marketing and trading activities intended to profit
from market price movements.
The mark-to-market value of derivative instruments related to our risk management and trading
activities are presented in two categories:
•
Regulated Electricity – non-trading derivative instruments that hedge our purchases
and sales of electricity and fuel for APS’ Native Load requirements of our regulated
electricity business segment; and
•
Marketing and Trading – non-trading and trading derivative instruments of our
competitive business activities.
The following tables show the pretax changes in mark-to-market of our non-trading and trading
derivative positions for the three months ended March 31, 2007 and 2006 (dollars in millions):
Mark-to-market of net positions
at beginning of period
$
(62
)
$
77
$
335
$
181
Recognized in earnings:
Change in mark-to-market
gains (losses) for future
period
deliveries
5
6
(5
)
—
Mark-to-market
gains realized including
ineffectiveness
during the period
(2
)
(4
)
(4
)
(1
)
Deferred as a regulatory liability
(asset)
53
—
(49
)
—
Recognized in OCI:
Change in mark-to-market
for future period
deliveries – gains (losses) (a)
51
12
(163
)
(42
)
Mark-to-market
(gains) losses realized
during the period
1
(6
)
(10
)
(7
)
Change in valuation techniques
—
—
—
—
Mark-to-market of net positions
at end of period
$
46
$
85
$
104
$
131
(a)
The increases (decreases) in regulated mark-to-market recorded in OCI are due
primarily to increases (decreases) in forward natural gas prices.
The tables below show the fair value of maturities of our non-trading and trading derivative
contracts (dollars in millions) at March 31, 2007 by maturities and by the type of valuation that
is performed to calculate the fair values. See Note 1, “Derivative Accounting,” in Item 8 of our
2006 Form 10-K for more discussion of our valuation methods.
Regulated Electricity
Years
Total fair
Source of Fair Value
2007
2008
2009
2010
2011
thereafter
value
Prices actively quoted
$
26
$
22
$
2
$
3
$
—
$
—
$
53
Prices provided by
other external sources
12
—
—
—
—
—
12
Prices based on models
and other valuation
methods
Prices based on models
and other valuation
methods
(6
)
18
(1
)
(1
)
(1
)
(1
)
8
Total by maturity
$
46
$
39
$
(1
)
$
(1
)
$
1
$
1
$
85
The table below shows the impact that hypothetical price movements of 10% would have on the
market value of our risk management and trading assets and liabilities included on Pinnacle West’s
Condensed Consolidated Balance Sheets at March 31, 2007 and December 31, 2006 (dollars in
millions):
These contracts are hedges of our forecasted purchases of natural gas and
electricity. The impact of these hypothetical price movements would substantially
offset the impact that these same price movements would have on the physical exposures
being hedged.
Credit Risk
We are exposed to losses in the event of non-performance or non-payment by counterparties. We
have risk management and trading contracts with many counterparties, including one counterparty for
which a worst case exposure represents approximately 11% of Pinnacle West’s risk management and
trading assets as of March 31, 2007. See Note 1, “Derivative Accounting” in Item 8 of our 2006
Form 10-K for a discussion of our credit valuation adjustment policy. See Note 10 for further
discussion of credit risk.
ARIZONA PUBLIC SERVICE COMPANY – RESULTS OF OPERATIONS
General
Throughout the following explanations of our results of operations, we refer to “gross
margin.” Gross margin refers to electric operating revenues less fuel and purchased power costs.
Gross margin is a “non-GAAP financial measure,” as defined in accordance with SEC rules. Exhibit
99.2 reconciles this non-GAAP financial measure to operating income, which is the most directly
comparable financial measure calculated and presented in accordance with GAAP. We view gross
margin as an important performance measure of the core profitability of our operations. This
measure is a key component of our internal financial reporting and is used by our management in
analyzing our business. We believe that investors benefit from having access to the same financial
measures that our management uses.
Deferred Fuel and Purchased Power Costs
APS settled its 2003 general retail rate case effective April 1, 2005. As part of the
settlement, the ACC approved the PSA, which permits APS to defer for recovery or refund
fluctuations in retail fuel and purchased power costs, subject to specified parameters. In
accordance with the PSA, APS defers for future rate recovery 90% of the difference between actual
retail fuel and purchased power costs and the amount of such costs currently included in base
rates. APS’ recovery of PSA deferrals from its customers is subject to the ACC’s approval of
annual PSA adjustments and periodic surcharge applications. (See “Power Supply Adjustor” in Note
5.)
Since the inception of the PSA, APS has incurred substantially higher fuel and purchased power
costs than those authorized for recovery through APS’ current base rates, primarily due to the use
of higher cost resources and higher fuel prices, and has deferred those cost differences in
accordance with the PSA. The balance of APS’ PSA accumulated unrecovered deferrals at March 31,2007 was approximately $118 million. The recovery of PSA deferrals through ACC approved adjustors
and surcharges recorded as revenue is offset dollar-for-dollar by the amortization of those
deferred expenses recorded as fuel and purchased power.
APS recorded PSA deferrals of (a) $45 million related to replacement power costs in 2005
associated with unplanned Palo Verde outages and (b) $79 million related to replacement power costs
in 2006 associated with unplanned outages or reduced power operations at Palo Verde. The PSA
deferrals associated with these unplanned Palo Verde outages and reduced power operations are the
subject of ACC prudence reviews. The ACC staff has completed its prudence review of 2005 unplanned
outages and has recommended disallowance of $16 million of the 2005 costs. The recommendation is
being considered as part of APS’ general rate case currently pending before the ACC. See “PSA
Deferrals Related to Unplanned Palo Verde Outages” in Note 5. The ALJ in the rate case has
recommended the disallowance of approximately $14 million, including accrued interest ($8 million
after income taxes), of the deferrals related to the unplanned 2005 Palo Verde outages. See “ALJ
Recommended Order” in Note 5. Neither the ACC staff recommendation nor the ALJ recommendation
changes management’s belief that the expenses in question were prudently incurred and, therefore,
are recoverable. The prudence review of 2006 unplanned outages has not yet been completed.
Operating Results – Three-month period ended March 31, 2007 compared with three-month period ended
March 31, 2006
APS’ net income for the three months ended March 31, 2007 was $4 million compared with a net
loss $6 million for the comparable prior-year period. The $10 million increase was primarily due
to the effects of cooler weather on retail sales; higher retail sales due to customer growth; and
lower operations and maintenance expense related to generation. In addition, higher fuel and
purchased power costs were partially offset by the deferral of such costs in accordance with the
PSA. See “Deferred Fuel and Purchased Power Costs” above.
Additional details on the major factors that increased (decreased) net income are contained in
the following table (dollars in millions):
Increase (Decrease)
Pretax
After Tax
Gross margin:
Effects of cooler weather on retail sales
$
13
$
8
Higher retail sales due to customer growth, excluding weather
effects
10
6
Higher fuel and purchased power costs due to increased prices
(see “Deferred Fuel and Purchased Power Costs” above)
(14
)
(9
)
Increased deferred fuel and purchased power costs
12
7
Lower gains on marketing and trading
(9
)
(5
)
Miscellaneous items, net
3
3
Net increase in gross margin
15
10
Operations and maintenance decreases primarily due to:
Generation costs, including fewer power plant maintenance
outages
4
2
Miscellaneous items, net
3
2
Higher interest expense, net of capitalized financing costs, primarily
due to higher debt balances and higher rates
(5
)
(3
)
Miscellaneous items, net
(2
)
(1
)
Net increase in net income
$
15
$
10
Regulated Electricity Revenues
Regulated electricity revenues were $70 million higher for the three months ended March 31,2007 compared with the prior-year period primarily as a result of:
•
a $51 million increase in retail revenues related to recovery of PSA
deferrals, which had no earnings effect because of amortization of the same amount
recorded as fuel and purchased power expense (see “Deferred Fuel and Purchased Power
Costs” above);
•
an $18 million increase in retail revenues due to cooler weather;
•
a $13 million increase in retail revenues related to customer growth,
excluding weather effects;
•
a $5 million decrease in Off-System Sales due to lower sales volumes; and
•
a $7 million decrease due to miscellaneous factors.
Marketing and Trading Revenues
Marketing and trading revenues were $9 million lower for the three months ended March 31, 2007
compared with the prior-year period primarily as a result of a decrease in mark-to-market gains on
contracts for future delivery due to changes in forward prices.
ARIZONA PUBLIC SERVICE COMPANY – LIQUIDITY AND CAPITAL RESOURCES
Contractual Obligations
APS’ future contractual obligations have not changed materially from the amounts disclosed in
Part II, Item 7 of the 2006 Form 10-K, with the exception of our aggregate fuel and purchased power
commitments, which increased from approximately $2.5 billion at December 31, 2006 to $2.7 billion
at March 31, 2007 as follows (dollars in billions):
2007
2008-2009
2010-2011
Thereafter
Total
$0.5
$
0.5
$
0.4
$
1.3
$
2.7
See Note 4 for a list of APS’ payments due on total long-term debt and capitalized lease
requirements.
Upon
adoption of FIN 48, APS is now required to include uncertain tax
positions in the contractual obligations disclosure. APS has
uncertain tax positions of approximately $179 million and
expects to pay these in 2007. See Note 8.
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 the 2006 Form 10-K, these factors
include, but are not limited to:
•
state and federal regulatory and legislative decisions and actions, including the
outcome and timing of APS’ retail rate proceedings pending before the ACC;
•
the timely recovery of PSA deferrals, including such deferrals in 2005 and 2006
associated with unplanned Palo Verde outages and reduced power operations that are the
subject of ACC prudence reviews;
•
the ongoing restructuring of the electric industry, including the introduction of
retail electric competition in Arizona and decisions impacting wholesale competition;
•
the outcome of regulatory, legislative and judicial proceedings, both current and
future, relating to the restructuring;
•
market prices for electricity and natural gas;
•
power plant performance and outages;
•
transmission outages and constraints;
•
weather variations affecting local and regional customer energy usage;
•
customer growth and energy usage;
•
regional economic and market conditions, including the results of litigation and
other proceedings resulting from the California energy situation, volatile fuel and
purchased power costs and the completion of generation and transmission construction in
the region, which could affect customer growth and the cost of power supplies;
•
the cost of debt and equity capital and access to capital markets;
current credit ratings remaining in effect for any given period of time;
•
our ability to compete successfully outside traditional regulated markets (including
the wholesale market);
•
the performance of our marketing and trading activities due to volatile market
liquidity and any deteriorating counterparty credit and the use of derivative contracts
in our business (including the interpretation of the subjective and complex accounting
rules related to these contracts);
•
changes in accounting principles generally accepted in the United States of America
and the interpretation of those principles;
•
the performance of the stock market and the changing interest rate environment,
which affect the value of our nuclear decommissioning trust, pension, and other
postretirement benefit plan assets, the amount of required contributions to Pinnacle
West’s pension plan and contributions to APS’ nuclear decommissioning trust funds, as
well as the reported costs of providing pension and other postretirement benefits;
•
technological developments in the electric industry;
•
the strength of the real estate market in SunCor’s market areas, which include
Arizona, Idaho, New Mexico and Utah; and
•
other uncertainties, all of which are difficult to predict and many of which are
beyond the control of Pinnacle West and APS.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
See “Pinnacle West Consolidated – Factors Affecting Our Financial Outlook” in Item 2 above for
a discussion of quantitative and qualitative disclosures about market risks.
Item 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
The term “disclosure controls and procedures” means controls and other procedures of a company
that are designed to ensure that information required to be disclosed by a company in the reports
that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C.
78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by a company
in the reports that it files or submits under the Exchange Act is accumulated and communicated to a
company’s management, including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Pinnacle West’s management, with the participation of Pinnacle West’s Chief Executive Officer
and Chief Financial Officer, have evaluated the effectiveness of Pinnacle West’s disclosure
controls and procedures as of March 31, 2007. Based on that evaluation, Pinnacle West’s Chief
Executive Officer and Chief Financial Officer have concluded that, as of that date, Pinnacle West’s
disclosure controls and procedures were effective.
APS’ management, with the participation of APS’ Chief Executive Officer and Chief Financial
Officer, have evaluated the effectiveness of APS’ disclosure controls and procedures as of March31, 2007. Based on that evaluation, APS’ Chief Executive Officer and Chief Financial Officer have
concluded that, as of that date, APS’ disclosure controls and procedures were effective.
(b) Changes In Internal Control Over Financial Reporting
The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to
the process of a company that is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in
accordance with GAAP.
No change in Pinnacle West’s or APS’ internal control over financial reporting occurred during
the fiscal quarter ended March 31, 2007 that materially affected, or is reasonably likely to
materially affect, Pinnacle West’s or APS’ internal control over financial reporting.
See Note 12 in regard to pending or threatened litigation or other disputes.
Item 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider
the factors discussed in Part I, “Item 1A. Risk Factors” in the 2006 Form 10-K, which could
materially affect the business, financial condition or future results of APS and Pinnacle West.
The risks described in the 2006 Form 10-K are not the only risks facing APS and Pinnacle West.
Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect the business, financial condition and/or operating
results of APS and Pinnacle West.
Item 5. OTHER INFORMATION
Construction and Financing Programs
See “Liquidity and Capital Resources” in Part I, Item 2 of this report for a discussion of
construction and financing programs of the Company and its subsidiaries.
Regulatory Matters
See Note 5 for a discussion of regulatory developments.
Environmental Matters
See “Environmental Matters – Superfund” in Note 12 for a discussion of a Superfund site.
Federal Implementation Plan (“FIP”)
In September 1999, the EPA proposed a FIP to set air quality standards at certain power
plants, including the Navajo Generating Station and the Four Corners Power Plant. On July 26,2006, the Sierra Club sued the EPA in an attempt to force the EPA to issue a final FIP to limit
emissions at the Four Corners Power Plant. On September 12, 2006, the EPA proposed a revised FIP
to establish air quality standards at Four Corners and the Navajo Generating Station. On September18, 2006, APS filed a motion to intervene in the Sierra Club’s lawsuit against the EPA, in order to
assure that its interests are protected. On November 22, 2006, the court granted APS’ motion to
intervene in the lawsuit. In December 2006, the court issued a consent decree signed by the Sierra
Club and the EPA; the consent decree requires EPA to take “final action” on the proposed FIP by
April 30, 2007. On April 30, 2007, the EPA issued the final FIP for Four Corners. The FIP
essentially federalizes the requirements contained in the New Mexico State Implementation Plan,
which Four Corners has historically followed. The FIP also includes a requirement to control
fugitive dust within 18 months after the FIP becomes effective. (Fugitive dust is dust that is
blown within the vicinity of the plant as a result of human activity, the wind, or both.) We do
not believe the Four Corners FIP will have a material impact on our financial position, results of
operations, cash flows or liquidity. The proposed FIP for the Navajo Generating Station is still
pending. APS cannot currently predict the effect of this proposed FIP on the Company’s financial
position, results of operations, cash flows or liquidity, or whether the proposed FIP will be
adopted in its current form.
On April 22, 1999, the EPA announced final regional haze rules. These regulations require
states to submit state implementation plans (SIPs) by December 2007 to demonstrate “reasonable
progress” towards achieving natural visibility conditions in certain “Class I Areas,” including
several on the Colorado Plateau. The SIP is required to consider and potentially apply “best
available retrofit technology” (BART) for certain older major stationary sources. The rules allow
nine western states and tribes to follow an alternate implementation plan and schedule for the
Class I Areas. This alternate implementation plan is known as the Annex Rule.
On June 15, 2005, the EPA issued the Clean Air Visibility Rule, which amends the 1999 regional
haze rules by providing guidelines, known as the BART guidelines, for states to use in determining
which facilities must install controls and the type of controls the facilities must use. The EPA
also issued a Revised Annex Rule on October 13, 2006 to address a previous challenge and court
remand of that rule.
The Arizona Department of Environmental Quality (ADEQ) is currently undertaking a rulemaking
process to amend its SIP to reconcile it with the Revised Annex Rule and to implement the Clean Air
Visibility Rule requirements. As part of the rulemaking process, the ADEQ will require certain
sources in the state to conduct BART analyses, potentially including Cholla and other APS plants.
The ADEQ’s Regional Haze SIPs are due to EPA Region 9 in December 2007. In addition, we anticipate
that EPA Region 9 may require Four Corners to conduct a BART analysis. The Company cannot
currently predict the outcome of these proceedings.
Greenhouse Gas Accord
On February 26, 2007 five western states (Arizona, California, New Mexico, Oregon and
Washington) entered into an accord to reduce greenhouse gas emissions from automobiles and certain
industries, including utilities. The agreement requires the states to set emission goals within
six months and determine a specific plan to meet such goals within eighteen months. While we
continue to monitor the impact of this accord, we cannot predict its impact on our operations at
this time.
Hazardous Air Pollutants Rule
ADEQ promulgated a Hazardous Air Pollutants (HAPs) rule that became effective on January 1,2007. The HAPs rule requires certain sources of HAPs to evaluate and potentially apply pollution
control technologies to limit HAPs emissions, or demonstrate through a risk management analysis
that controls are not warranted. The rule is being challenged for its validity and currently does
not apply in the counties in which APS has power plants. The APS plants potentially subject to
HAPs regulation are the Saguaro Power Plant, located in Pinal County, and the Ocotillo and West
Phoenix Power Plants, located in Maricopa County. State law requires these counties to adopt their
own versions of the rule, and Maricopa County already is in the process of doing so. APS is
monitoring the HAPs rule, its impact in the relevant counties and its validity. APS does not
expect this matter to have a material adverse effect on its financial statements, results of
operations, cash flows or liquidity.
Amendment No. 5 to the Decommissioning
Trust Agreement (PVNGS Unit 1), dated as of
May 1, 2007
10.2
Pinnacle West
APS
Amendment No. 5 to the Decommissioning
Trust Agreement (PVNGS Unit 3), dated as of
May 1, 2007
12.1
Pinnacle West
Ratio of Earnings to Fixed Charges
12.2
APS
Ratio of Earnings to Fixed Charges
12.3
Pinnacle West
Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividend Requirements
31.1
Pinnacle West
Certificate of William J. Post, Chief
Executive Officer, pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act, as amended
31.2
Pinnacle West
Certificate of Donald E. Brandt, Chief
Financial Officer, pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act, as amended
31.3
APS
Certificate of Jack E. Davis, Chief
Executive Officer, pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act, as amended
31.4
APS
Certificate of Donald E. Brandt, Chief
Financial Officer, pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act, as amended
32.1
Pinnacle West
Certification of Chief Executive Officer
and Chief Financial Officer, pursuant to 18
U.S.C. Section 1850, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
Certification of Chief Executive Officer
and Chief Financial Officer, pursuant to 18
U.S.C. Section 1850, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
99.1
Pinnacle West
Reconciliation of Operating Income to Gross
Margin
99.2
APS
Reconciliation of Operating Income to Gross
Margin
In addition, the Company hereby incorporates the following Exhibits pursuant to Exchange Act
Rule 12b-32 and Regulation §229.10(d) by reference to the filings set forth below:
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 thereunto duly authorized.