Item 2.02. Results of Operations and Financial Condition and Item 7.01.
Regulation FD Disclosure.
The following information is furnished pursuant to both Item 2.02 and 7.01.
On February 21, 2014, Pinnacle West Capital Corporation ("Pinnacle West" or the
"Company") issued a press release regarding its financial results for the fiscal
quarter and full year ended December 31, 2013 and its earnings outlook for
2014. A copy of the press release is attached hereto as Exhibit 99.1.
The Company is providing a quarterly and full year consolidated statistical
summary and earnings variance explanations and a copy of the slide presentation
made in connection with its earnings conference call on February 21, 2014. This
information contains Company operating results for the fiscal quarter and fiscal
year ended December 31, 2013 and is attached hereto as Exhibits 99.2, 99.3 and
99.4. The statistical summary, earnings variance explanations, and slide
presentation are concurrently being posted to the Company's website at
www.pinnaclewest.com, which also contains a glossary of relevant terms.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2014, the Board of Directors (the "Board") of Pinnacle West
expanded the number of directors on the Board by two and elected Messrs. Richard
P. Fox and David P. Wagener as Directors. Messrs. Fox and Wagener's initial
terms will extend until the Pinnacle West 2014 Annual Meeting of Shareholders in
May 2014 ("2014 Annual Meeting of Shareholders"). The Board of Arizona Public
Service Company ("APS"), the principal subsidiary of Pinnacle West, also elected
Messrs. Fox and Wagener to its Board. Mr. Fox has been appointed to the Audit
and Finance Committees of Pinnacle West and Mr. Wagener has been appointed to
the Finance and Nuclear and Operating Committees of Pinnacle West. Messrs. Fox
and Wagener will participate in the compensation arrangements for non-employee
directors described on page 57 of the Pinnacle West Proxy Statement for its
Annual Meeting of Shareholders held on May 15, 2013, except the annual retainer
and equity grant will be prorated to reflect their service from the date of
their election until the 2014 Annual Meeting of Shareholders.
Item 9.01. Financial Statements and Exhibits.
No. Registrant(s) Description
99.1 Pinnacle West Earnings News Release issued on February 21, 2014.
99.2 Pinnacle West Pinnacle West quarterly consolidated statistical summary
APS for the three-month and twelve-month periods ended
December 31, 2013 and 2012.
99.3 Pinnacle West Pinnacle West 4th Quarter and Full-Year 2013 Results
APS slide presentation accompanying February 21, 2014
99.4 Pinnacle West Pinnacle West earnings variance explanations for the
APS three and twelve months ended December 31, 2013 and 2012
and Consolidated Statements of Income for the three and
twelve months ended December 31, 2013 and 2012.