PINNACLE WEST CAPITAL CORP
10-Q, 1995-05-15
ELECTRIC SERVICES
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                                   FORM 10-Q
                       Securities and Exchange Commission
                             Washington, D.C. 20549

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

For the quarterly period ended       March 31, 1995
                                ---------------------------------

                                       OR

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

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

Commission file number     1-8962
                       ---------------
                       PINNACLE WEST CAPITAL CORPORATION
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

                Number of shares of common stock,  no par value,  outstanding as
                of May 1, 1995:    87,399,103
                             


<PAGE>

                                      -i-

                                    Glossary


  ACC    - Arizona Corporation Commission

  AFUDC - Allowance for funds used during construction

  APS - Arizona Public Service Company

  Company - Pinnacle West Capital Corporation

  CSW - Central and South West Corporation

  El Dorado - El Dorado Investment Company

  EPA - Environmental Protection Agency

  EPEC - El Paso Electric Company

  Four Corners - Four Corners Power Plant

  ITCs - Investment tax credits

  1994 10-K - Pinnacle West Capital Corporation Annual Report on 
              Form 10-K for the fiscal year ended December 31, 1994

  Palo Verde - Palo Verde Nuclear Generating Station

  Pinnacle West   - Pinnacle West Capital Corporation

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

  SFAS No. 121 - Statement of Financial Accounting Standards
  No. 121, "Accounting for the Impairment of Long-
  Lived Assets and for Long-Lived Assets to Be
  Disposed Of"

  SunCor - SunCor Development Company





<PAGE>

                         PART 1. FINANCIAL INFORMATION

 Item 1. Financial Statements.

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

                                                         Three Months Ended
                                                             March 31,
                                                       1995            1994
                                                   ------------    ------------
Operating Revenues
   Electric                                        $    336,968    $    346,049
   Real estate                                            9,146           9,424
                                                   ------------    ------------
Total                                                   346,114         355,473
                                                   ------------    ------------
Fuel Expenses
   Fuel for electric generation                          46,710          57,968
   Purchased power                                        8,210          10,063
                                                   ------------    ------------
Total                                                    54,920          68,031
                                                   ------------    ------------
Operating Expenses
   Utility operations and maintenance                    91,432          97,621
   Real estate operations                                 7,495           8,661
   Depreciation and amortization                         60,847          58,195
   Taxes other than income taxes                         35,721          34,495
                                                   ------------    ------------
Total                                                   195,495         198,972
                                                   ------------    ------------
Operating Income                                         95,699          88,470
                                                   ------------    ------------
Other Income (Deductions)
   Allowance for equity funds used
     during construction                                  1,186             846
   Palo Verde accretion income                             --            19,980
   Interest on long-term debt                           (54,920)        (56,364)
   Other interest                                        (3,236)         (3,987)
   Allowance for borrowed funds used
     during construction                                  1,996           1,167
   Preferred stock dividend requirements of APS          (4,807)         (7,510)
   Other-net                                              4,592             230
                                                   ------------    ------------
Total                                                   (55,189)        (45,638)
                                                   ------------    ------------
Income Before Income Taxes                               40,510          42,832
Income Tax Expense                                       15,887          21,213
                                                   ------------    ------------
Net Income                                         $     24,623    $     21,619
                                                   ============    ============

Average Common Shares Outstanding                    87,393,085      87,418,161

Earnings Per Average Common Share Outstanding      $       0.28    $       0.25
                                                   ============    ============

Dividends Declared Per Share                       $      0.225    $      0.200
                                                   ============    ============

 See Notes to Condensed Consolidated Financial Statements.

<PAGE>

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

                              Twelve Months Ended
                                   March 31,
                                                       1995            1994
                                                   ------------    ------------
Operating Revenues
   Electric                                        $  1,617,087    $  1,594,572
   Real estate                                           58,975          37,873
                                                   ------------    ------------
Total                                                 1,676,062       1,632,445
                                                   ------------    ------------
Fuel Expenses
   Fuel for electric generation                         225,845         234,394
   Purchased power                                       61,733          68,679
                                                   ------------    ------------
Total                                                   287,578         303,073
                                                   ------------    ------------
Operating Expenses
   Utility operations and maintenance                   405,732         407,726
   Real estate operations                                58,623          43,011
   Depreciation and amortization                        239,978         226,027
   Taxes other than income taxes                        143,152         138,820
                                                   ------------    ------------
Total                                                   847,485         815,584
                                                   ------------    ------------
Operating Income                                        540,999         513,788
                                                   ------------    ------------
Other Income (Deductions)
   Allowance for equity funds used
     during construction                                  4,281           2,520
   Palo Verde accretion income                           13,616          76,870
   Interest on long-term debt                          (228,366)       (240,907)
   Other interest                                       (14,434)        (16,604)
   Allowance for borrowed funds used
     during construction                                  6,271           4,434
   Preferred stock dividend requirements of APS         (22,571)        (30,461)
   Other-net                                             21,471          (2,340)
                                                   ------------    ------------
Total                                                  (219,732)       (206,488)
                                                   ------------    ------------
Income Before Income Tax                                321,267         307,300
                                                   ------------    ------------
Income Tax Expense (Benefit)
   Income tax expense                                   144,414         143,177
   Non-recurring income tax benefit                     (26,770)           --
                                                   ------------    ------------
Total                                                   117,644         143,177
                                                   ------------    ------------
Net Income                                         $    203,623    $    164,123
                                                   ============    ============

Average Common Shares Outstanding                    87,405,051      87,305,670

Earnings Per Average Common Share Outstanding      $       2.33    $       1.88
                                                   ============    ============

Dividends Declared Per Share                       $      0.850    $      0.400
                                                   ============    ============

See Notes to Condensed Consolidated Financial Statements.


<PAGE>

                       PINNACLE WEST CAPITAL CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                                     ASSETS
                             (Thousands of Dollars)

                                                      March 31,     December 31,
                                                        1995            1994
                                                    ------------    ------------
 Current Assets
   Cash and cash equivalents                         $    20,654     $    34,719
   Customer and other receivables--net                   111,284         136,143
   Accrued utility revenues                               45,547          55,432
   Material and supplies                                  90,872          89,864
   Fossil fuel                                            35,762          35,735
   Deferred income taxes                                  66,066          68,263
   Other current assets                                   18,653          15,422
                                                     -----------     -----------
      Total current assets                               388,838         435,578
                                                     -----------     -----------
Investments and Other Assets
   Real estate investments--net                          414,157         408,505
   Other assets                                          156,025         153,384
                                                     -----------     -----------
      Total investments and other assets                 570,182         561,889
                                                     -----------     -----------
Utility Plant
   Electric plant in service, including
     nuclear fuel                                      6,650,844       6,602,799
   Construction work in progress                         234,865         224,312
                                                     -----------     -----------
      Total utility plant                              6,885,709       6,827,111
   Less accumulated depreciation and
     amortization                                      2,263,432       2,203,038
                                                     -----------     -----------
      Net utility plant                                4,622,277       4,624,073
                                                     -----------     -----------
Deferred Debits
   Regulatory asset for income taxes                     555,004         557,049
   Palo Verde Unit 3 cost deferral                       290,296         292,586
   Palo Verde Unit 2 cost deferral                       170,421         171,936
   Other deferred debits                                 277,097         266,641
                                                     -----------     -----------
      Total deferred debits                            1,292,818       1,288,212
                                                     -----------     -----------
Total Assets                                         $ 6,874,115     $ 6,909,752
                                                     ===========     ===========




 See Notes to Condensed Consolidated Financial Statements.


<PAGE>
                       PINNACLE WEST CAPITAL CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                             LIABILITIES AND EQUITY
                             (Thousands of Dollars)

                                                         March 31,  December 31,
                                                            1995          1994
                                                       ------------ ------------
 Current Liabilities
   Accounts payable                                   $   88,890      $  126,842
   Accrued taxes                                         137,661          89,144
   Accrued interest                                       38,938          56,058
   Short-term borrowings                                  80,500         131,500
   Current maturities of long-term debt                  129,923          78,512
   Other current liabilities                              61,354          50,060
                                                      ----------      ----------
      Total current liabilities                          537,266         532,116
                                                      ----------      ----------
Non-Current Liabilities
   Long-term debt less current maturities              2,550,044       2,588,525
   Other liabilities                                      10,188           8,679
                                                      ----------      ----------
      Total non-current liabilities                    2,560,232       2,597,204
                                                      ----------      ----------
Deferred Credits and Other
   Deferred income taxes                               1,297,587       1,297,298
   Deferred investment tax credit                        118,596         121,426
   Unamortized gain - sale of utility plant               96,352          98,551
   Other deferred credits                                214,224         218,179
                                                      ----------      ----------
      Total deferred credits and other                 1,726,759       1,735,454
                                                      ----------      ----------
Commitments and Contingencies (Notes 6, 7 and 8)

Minority Interests
   Non-redeemable preferred stock of APS                 193,561         193,561
                                                      ----------      ----------
   Redeemable preferred stock of APS                      75,000          75,000
                                                      ----------      ----------
Common Stock Equity
   Common stock, no par value                          1,641,118       1,641,196
   Retained earnings                                     140,179         135,221
                                                      ----------      ----------
      Total common stock equity                        1,781,297       1,776,417
                                                      ----------      ----------
Total Liabilities and Equity                          $6,874,115      $6,909,752
                                                      ==========      ==========


 See Notes to Condensed Consolidated Financial Statements.


<PAGE>

                       PINNACLE WEST CAPITAL CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                             (THOUSANDS OF DOLLARS)
                                  
                                                           Three Months Ended
                                                                March 31,
                                                           1995          1994
                                                        ----------    ----------
Cash Flows From Operating Activities
   Income from continuing operations                     $  24,623    $  21,619

   Items not requiring cash
      Depreciation and amortization                         68,705       65,030
      Deferred income taxes--net                             4,531       16,580
      Provision for rate refund                               --         (5,344)
      Palo Verde accretion income                             --        (19,980)
      Other--net                                              (278)      (1,665)
   Changes in current assets and liabilities
      Accounts receivable--net                              24,770       22,216
      Accrued utility revenues                               9,885       12,115
      Materials, supplies and fossil fuel                   (1,035)       4,412
      Other current assets                                  (3,231)      (2,214)
      Accounts payable                                     (29,756)     (18,785)
      Accrued taxes                                         48,517       37,886
      Accrued interest                                     (17,120)      (9,756)
      Other current liabilities                             14,377       12,443
   Decrease (increase) in land held                         (6,539)       2,322
   Other--net                                              (16,106)         860
                                                         ---------    ---------
Net Cash Flow Provided By Operating Activities             121,343      137,739
                                                         ---------    ---------
Cash Flows From Investing Activities
   Capital expenditures                                    (72,730)     (68,684)
   Allowance for equity funds used during construction       1,186          846
   Other--net                                                   19       (1,101)
                                                         ---------    ---------
Net Cash Flow Used For Investing Activities                (71,525)     (68,939)
                                                         ---------    ---------
Cash Flows From Financing Activities
   Issuance of long-term debt                               81,811      123,899
   Short-term borrowings--net                              (51,000)     (69,000)
   Dividends paid on common stock                          (19,665)     (17,486)
   Repayment of long-term debt                             (74,951)     (68,823)
   Redemption of preferred stock                                (4)     (14,225)
   Other--net                                                  (74)         197
                                                         ---------    ---------
Net Cash Flow Used For Financing Activities                (63,883)     (45,438)
                                                         ---------    ---------
Net Cash Flow                                              (14,065)      23,362
Cash and Cash Equivalents at Beginning of Period            34,719       52,127
                                                         ---------    ---------
Cash and Cash Equivalents at End of Period               $  20,654    $  75,489
                                                         =========    =========
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for:
      Interest, net of amounts capitalized               $  72,085    $  65,889
      Income taxes                                       $      --    $      --

 See Notes to Condensed Consolidated Financial Statements.






                       PINNACLE WEST CAPITAL CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. The  condensed  consolidated  financial  statements  include the  accounts of
Pinnacle West and its subsidiaries:  APS, SunCor, and El Dorado. All significant
intercompany   balances  have  been   eliminated.   Consistent   with  the  1995
presentation, prior year's electric operating revenues and other taxes have been
restated to exclude sales tax on electric revenues.

2.  In  the  opinion  of  the  Company,  the  accompanying  unaudited  condensed
consolidated financial statements contain all adjustments  (consisting of normal
recurring  accruals)  necessary  to present  fairly the  financial  position  of
Pinnacle  West and its  subsidiaries  as of  March  31,  1995,  the  results  of
operations for the three months and twelve months ended March 31, 1995 and 1994,
and the cash flows for the three  months  ended March 31,  1995 and 1994.  It is
suggested that these condensed  consolidated  financial  statements and notes to
condensed  consolidated  financial  statements be read in  conjunction  with the
consolidated financial statements and notes to consolidated financial statements
included in the 1994 10-K.

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

4. See  "Liquidity  and Capital  Resources" in Part I, Item 2 of this report for
changes in capitalization since December 31, 1994.

5. In May 1994, the ACC approved a retail rate settlement  agreement between APS
and the ACC staff  which  provided  for a net annual  retail rate  reduction  of
approximately  $32.3  million  ($19  million  after  tax),  or 2.2% on  average,
effective June 1, 1994. As part of the  settlement,  APS reversed  approximately
$20 million of depreciation ($15 million after tax) related to a 1991 Palo Verde
write-off.   The  1994  rate   settlement  also  provided  for  the  accelerated
amortization  of  substantially  all  deferred  ITCs  over  a  five-year  period
beginning in 1995. In addition,  the 1994 rate settlement  included a moratorium
on filing for permanent rate changes, except under certain circumstances,  prior
to the end of 1996 for both APS and the ACC staff,  and an  incentive  rewarding
reduction in fuel and operating and  maintenance  cost per  kilowatt-hour  below
established targets.

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

         The Palo Verde  participants  maintain  "all risk"  (including  nuclear
hazards) insurance for property damage to, and  decontamination  of, property at
Palo Verde in the aggregate  amount of $2.78 billion,  a substantial  portion of
which must first be applied to stabilization and  decontamination.  APS has also
secured  insurance  against  portions of any  increased  cost of  generation  or
purchased power and business interruption resulting from a sudden and unforeseen
outage of any of the three units. The insurance  coverage  discussed in this and
the previous paragraph is subject to certain policy conditions and exclusions.

7. APS has encountered  tube cracking in the Palo Verde steam generators and has
taken, and will continue to take,  remedial actions that it believes have slowed
further tube problems to manageable  levels.  Although the steam  generators are
capable of operating for their designed life of 40 years,  APS believes that, at
some  point,  long-term  economic  considerations  could  make  steam  generator
replacement desirable.

8. El Paso  Electric  Company,  one of the joint  owners of Palo  Verde and Four
Corners,  has been operating under Chapter 11 of the Bankruptcy Code since 1992.
A plan whereby EPEC would become a wholly-owned  subsidiary of Central and South
West  Corporation has been confirmed by the bankruptcy  court, but cannot become
fully  effective  until  several other  approvals are obtained.  Under the plan,
certain issues,  including EPEC  allegations  regarding the 1989-1990 Palo Verde
outages, would be resolved, and EPEC would assume the joint facilities operating
agreements.  CSW has stated that  several  matters  have arisen which may impede
completion of the merger. If the plan is not approved,  APS does not expect that
there  would  be a  material  adverse  effect  on its  operations  or  financial
position.



<PAGE>

                       PINNACLE WEST CAPITAL CORPORATION


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

         The following discussion relates to Pinnacle West and its subsidiaries:
APS, SunCor and El Dorado.


LIQUIDITY AND CAPITAL RESOURCES

Pinnacle West

         Pinnacle  West's  cash  requirements  and its  ability  to  fund  those
requirements   are  discussed  under   "Liquidity  and  Capital   Resources"  in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations in Part II, Item 7 of the 1994 10-K.

         During  March  1995,  Pinnacle  West  prepaid  $15 million of its debt,
reducing the aggregate principal amount of its outstanding debt to approximately
$415 million.

         The Board  declared  a  quarterly  dividend  of 22.5 cents per share of
common stock,  payable on March 1, 1995 to shareholders of record on February 1,
1995, totaling approximately $19.7 million.

APS

         For the three months ended March 31, 1995,  APS incurred  approximately
$61 million in construction  expenditures,  accounting for  approximately 20% of
the most recently  estimated 1995 construction  expenditures.  APS has estimated
total  construction  expenditures  for the  years  1995,  1996,  and  1997 to be
approximately $300 million, $257 million, and $236 million, respectively.  These
amounts include about $27 million each year for nuclear fuel expenditures.

         Since  December 31, 1994,  APS has (i) issued $75 million of its Junior
Subordinated    Deferrable   Interest   Debentures   ("MIDS"),   (ii)   incurred
approximately  $4 million of  long-term  debt in  connection  with a  tax-exempt
financing, (iii) redeemed on March 2, 1995, $49.15 million of its First Mortgage
Bonds, 10.25% Series due 2000, (iv) repurchased on March 17, 1995, approximately
$2.5  million of its First  Mortgage  Bonds,  9 1/2%  Series  due 2021,  and (v)
redeemed on May 1, 1995, $50 million of its First Mortgage Bonds, 13 1/4% Series
due 2007 (the "13 1/4% Bonds").

         Refunding  obligations  for  preferred  stock  and  long-term  debt,  a
capitalized  lease   obligation,   and  certain  actual  and  anticipated  early
redemptions,  including  premiums thereon,  are expected to total  approximately
$109 million,  $4 million,  and $164 million for the years 1995, 1996, and 1997,
respectively.  During the first three months of 1995, APS refunded approximately
$52 million (48%) of the estimated 1995 total.

         Provisions   in  APS'   mortgage   bond   indenture   and  articles  of
incorporation  require  certain  coverage  ratios to be met  before it can issue
additional  first  mortgage  bonds or preferred  stock.  In  addition,  the bond
indenture  limits the amount of  additional  first  mortgage  bonds which may be
issued to a percentage of net property additions, to the amount of certain first
mortgage bonds that have been redeemed or retired, and/or to cash deposited with
the mortgage  bond  trustee.  As of March 31, 1995,  and  adjusting  for the (i)
incurrence of  approximately  $4 million of long-term debt in connection  with a
tax-exempt  financing and (ii)  redemption  of the 13 1/4% Bonds,  APS estimates
that the mortgage bond  indenture and the articles of  incorporation  would have
allowed  it to issue up to  approximately  $1.417  billion  and $928  million of
additional first mortgage bonds and preferred stock, respectively.

         The  ACC has  authority  over  APS  with  respect  to the  issuance  of
long-term debt and equity  securities.  Existing ACC orders allow APS to have up
to approximately  $2.6 billion in long-term debt and approximately  $501 million
of preferred stock outstanding at any one time.

         Management  does not expect any of the foregoing  restrictions to limit
APS' ability to meet its capital requirements.


OPERATING RESULTS

The  following  table  shows the income  and/or  loss of  Pinnacle  West and its
subsidiaries for the three-month and  twelve-month  periods ended March 31, 1995
and 1994:

                                 Income (Loss)
                                  (Unaudited)
                             (Thousands of Dollars)


                              Three Months Ended             Twelve Months Ended
                                   March 31,                       March 31,
                               1995           1994         1995          1994
                            ----------     ----------   ----------    ----------

APS                        $   33,025    $   30,958    $  220,279    $  211,227

SunCor                          1,167           964           742        (3,364)

El Dorado                        (857)         (426)       (4,438)       (4,145)

Pinnacle West (1)              (8,712)       (9,877)      (12,960)      (39,595)
                           ----------    ----------    ----------    ----------
NET INCOME                 $   24,623    $   21,619    $  203,623    $  164,123
                           ==========    ==========    ==========    ==========

(1)  Includes  Pinnacle  West's interest  expense and operating  expenses net of
     income tax  benefits.  Income tax benefits  are as follows (in  thousands):
     $3,994 and  $6,726  for the three  months  ended  March 31,  1995 and 1994,
     respectively; and $51,565 and $39,447 for the twelve months ended March 31,
     1995 and 1994, respectively.



APS

Operating  Results -  Three-month  period  ended  March  31,  1995  compared  to
three-month period ended March 31, 1994

         Earnings  increased  in the  three-month  period  ended  March 31, 1995
primarily due to lower fuel costs, lower operations and maintenance  expenses, a
gain  recognized on the sale of a small  subsidiary,  and lower  preferred stock
dividends.  Fuel  expense  was lower due  largely  to lower  average  fuel costs
resulting  from  increased  nuclear  generation  and lower  natural gas and coal
prices. Operations and maintenance expenses decreased due to improved Palo Verde
operations  and lower fossil plant overhaul  costs.  Preferred  stock  dividends
decreased due to less preferred stock  outstanding.  Partially  offsetting these
positive factors were decreased  operating  revenues and the absence of non-cash
income related to a 1991 rate settlement,  which APS completed  recording in May
1994 (see "Other Income" below).  Operating  revenues were down primarily due to
milder weather and a retail rate reduction  which became  effective June 1, 1994
(see Note 5 of Notes to Condensed  Consolidated  Financial Statements in Part I,
Item 1 of this report),  partially offset by customer growth. The effects of the
rate reduction were  substantially  offset by the  accelerated  amortization  of
investment tax credits provided for in the 1994 rate settlement.

Operating  Results -  Twelve-month  period  ended  March 31,  1995  compared  to
twelve-month period ended March 31, 1994

         Earnings  increased  in the  twelve-month  period  ended March 31, 1995
primarily due to increased  operating revenues,  lower fuel expenses,  and lower
preferred stock dividends. Operating revenues were up due to customer growth and
warmer  weather,  partially  offset  by a retail  rate  reduction  which  became
effective  June 1, 1994.  The effects of the rate  reduction  were offset by the
reversal of certain previously recorded  depreciation related to Palo Verde (see
Note 5 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1
of this report) and the  accelerated  amortization  of  investment  tax credits.
Although  sales were up, fuel expenses were down  primarily due to lower average
fuel  costs  resulting  from  increased  nuclear  generation.   Preferred  stock
dividends  were  lower  due  to  less  preferred  stock  outstanding.  Partially
offsetting  these positive  factors were the decrease in non-cash income related
to  the  1991  rate   settlement   (see  "Other  Income"  below)  and  increased
depreciation expense.  Depreciation expense was up primarily due to higher plant
balances and increased nuclear  decommissioning costs reflecting the most recent
site-specific study.

Non-utility Operations

Pinnacle West's interest  expense  decreased in the three-month and twelve-month
periods as it continued to prepay its outstanding  debt.  Earnings  increased in
the  twelve-month   period  due  to  a  non-recurring   income  tax  benefit  of
approximately $26.8 million related to a change in tax law.

SunCor's  earnings  in the  twelve-month  period  were  positively  impacted  by
increased land sales.

El Dorado's earnings  decreased in the three-month and twelve-month  periods due
to lower earnings on venture capital investments.

Other Income

         Other income  reflects  accounting  practices  required  for  regulated
public  utilities  and  represents  a  composite  of cash  and  non-cash  items,
including  AFUDC.  For the three  months  ended  March 31,  1995,  other  income
included a gain of about $5 million on APS' sale of a small subsidiary. Included
in other income for the twelve months ended March 31, 1995, were $8.2 million of
after-tax  accretion  income on Palo Verde  Unit 3 and a  one-time  depreciation
reversal  related to Palo Verde of approximately  $15.0 million,  after tax. See
Note 5 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1
of this report.

         Other  non-cash  income,  in the twelve  months  ended March 31,  1995,
included $2.4 million of after-tax income (included in operating  revenues) from
the  reversal  of the  Palo  Verde  refund  obligation  which  was  recorded  in
accordance  with the 1991 rate  settlement.  APS has  recorded all of the Unit 3
accretion income and refund reversals  related to the 1991 rate settlement.  See
Note 1 of Notes to Consolidated  Financial  Statements in Part II, Item 8 of the
1994 10-K.

Accounting Issue

         In March 1995 the Financial  Accounting Standards Board issued SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed Of," which is effective in 1996.  This statement  requires
that long-lived assets be reviewed for impairment  whenever events or changes in
circumstances  indicate  that the  carrying  amount may not be  recoverable.  An
impairment  loss  would  be  recognized  if  the  sum of  the  estimated  future
undiscounted  cash flows to be  generated  by an asset is less than its carrying
value.  The amount of the loss would be based on a  comparison  of book value to
fair value. The standard also amends SFAS No. 71, "Accounting for the Effects of
Certain Types of Regulation," to require  write-off of a regulatory  asset if it
is no longer  probable that future  revenues will recover the cost of the asset.
This new standard does not impact the Company at this time;  however, it will be
reviewed on an ongoing basis.

COMPETITION

         A significant  challenge for APS will be how well it is able to respond
to increasingly  competitive conditions in the electric utility industry,  while
continuing  to earn  an  acceptable  return  for  its  shareholders.  Strategies
emphasize  managing costs,  stabilizing  electric rates,  negotiating  long-term
contracts with large customers and capitalizing on the growth characteristics of
its service territory.

         One of the issues that must be addressed responsibly is the recovery in
a more  competitive  environment  of the  carrying  value of assets  acquired or
recorded under the existing regulatory environment.

         Pursuant  to the  1994  rate  settlement,  APS and the ACC  staff  will
develop  certain  procedures  that are responsive to the  competitive  forces in
larger customer segments,  with the objective of making joint recommendations to
the ACC in 1995. A separate ACC proceeding on competition  was opened by the ACC
in mid-1994 and is expected to continue for some months.

         As the forces of competition  continue to impact the industry,  it will
become  clearer  as to what  customer  sectors  and  what  regions  will be most
affected and what strategies are best to deal with those forces.




                          PART II - OTHER INFORMATION

        The  following  information  relates  primarily to Pinnacle West Capital
Corporation (the "Company") and its principal subsidiary, Arizona Public Service
Company ("APS").

ITEM 5.  Other Information

        Environmental Matters

        As previously reported, on November 24, 1994, the United States Court of
Appeals  for the  District of Columbia  Circuit  vacated the rules for  nitrogen
oxides  emissions   limitations  and  remanded  them  to  the  EPA  for  further
consideration.  See "Business of Arizona Public Service  Company - Environmental
Matters" in Part I, Item 1 of the 1994 10-K.  On March 28, 1995,  the EPA issued
revised rules for nitrogen oxides emissions limitations,  which will require APS
to install additional  pollution control equipment at Four Corners.  In the year
2000 Four Corners must comply with either these or more  stringent  requirements
which  might be  promulgated  by the  EPA.  The EPA has  until  1997 to set more
stringent requirements. Based on its initial evaluation, APS currently estimates
its capital cost of complying with the March 28 rules will be approximately  $20
million, most of which will be incurred in 1997.

        As previously  reported,  the EPA established a "Grand Canyon Visibility
  Transport  Commission"  to  complete a study by  November  1995 on  visibility
  impairment in the "Golden Circle of National  Parks" in the Colorado  Plateau.
  See "Business of Arizona Public Service  Company -  Environmental  Matters" in
  Part I, Item 1 of the 1994 10-K.  The EPA recently  agreed to the extension of
  the completion of this study until March or April 1996.



  ITEM 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

  Exhibit No.                Description

  27                         Financial Data Schedule


         (b)  Reports on Form 8-K


         During the quarter ended March 31, 1995,  and the period  ended May 12,
1995, the Company did not file any reports on Form 8-K.                   


                                   SIGNATURES


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




                                    PINNACLE WEST CAPITAL CORPORATION
                                              (Registrant)





Dated:  May 15, 1995                         By: Henry Sargent
       -----------------------------            -----------------------------
                                                Henry Sargent
                                                Executive Vice President and
                                                Chief Financial Officer
                                                (Principal Financial Officer
                                                and Officer Duly Authorized
                                                to sign this Report)



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