falsefalse2020-01-228-K00007646220000007286 falseAZAZfalsefalsefalsefalse 0000764622 2020-01-22 2020-01-22 0000764622 pnw:ArizonaPublicServiceCompanyMember 2020-01-22 2020-01-22




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 

FORM 8-K 
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 
Date of report (Date of earliest event reported):
January 22, 2020
 



Commission File
Number
 
Exact Name of Each Registrant as specified in its
charter; State of Incorporation; Address; and
Telephone Number
 
IRS Employer
Identification No.
1-8962
 
PINNACLE WEST CAPITAL CORPORATION
 
86-0512431
 
 
(an Arizona corporation)
 
 
 
 
400 North Fifth Street, P.O. Box 53999
 
 
 
 
Phoenix
Arizona
85072-3999
 
 
 
 
 
(602)
250-1000
 
 
 
 
1-4473
 
ARIZONA PUBLIC SERVICE COMPANY
 
86-0011170
 
 
(an Arizona corporation)
 
 
 
 
400 North Fifth Street, P.O. Box 53999
 
 
 
 
Phoenix
Arizona
85072-3999
 
 
 
 
 
(602)
250-1000
 
 
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
PNW
The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

This combined Form 8-K is separately filed or furnished by Pinnacle West Capital Corporation and Arizona Public Service Company. Each registrant is filing or furnishing on its own behalf all of the information contained in this Form 8-K that relates to such registrant and, where required, its subsidiaries. Except as stated in the preceding sentence, neither registrant is filing or furnishing any information that does not relate to such registrant, and therefore makes no representation as to any such information.










Item 7.01    Regulation FD Disclosure.

On January 22, 2020, Arizona Public Service Company issued a press release announcing its clean energy commitment.  A copy of the press release is attached hereto as Exhibit 99.1.

Forward-Looking Statements

This Report on Form 8-K and the attached press release contain forward-looking statements based on current expectations. These forward-looking statements are often identified by words such as “estimate,” “predict,” “may,” “believe,” “plan,” “expect,” “require,” “intend,” “assume” and similar words. Because actual results may differ materially from expectations, we caution you not to place undue reliance on these statements. A number of factors could cause future results to differ materially from historical results, or from outcomes currently expected or sought by us. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2019,  June 30, 2019 and September 30, 2019 and are available on our website at http://www.pinnaclewest.com, which you should review carefully before placing any reliance on our forward-looking statements or disclosures. We assume no obligation to update any forward-looking statements, even if our internal estimates change, except as may be required by applicable law.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.
Registrant(s)
Description
 
 
 
99.1
Pinnacle West
Capital Corporation
APS
 
 
 
104
Pinnacle West
Capital Corporation
APS
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)








SIGNATURES


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

 
 
PINNACLE WEST CAPITAL CORPORATION
 
 
(Registrant)
 
 
 
Dated: January 22, 2020
 
By: /s/ Robert E. Smith            
 
 
Robert E. Smith
 
 
Senior Vice President and
 
 
General Counsel
 
 
 
 
 
ARIZONA PUBLIC SERVICE COMPANY
 
 
(Registrant)
 
 
 
Dated: January 22, 2020
 
By: /s/ Robert E. Smith            
 
 
Robert E. Smith
 
 
Senior Vice President and
 
 
General Counsel