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 September 30, 1994 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 1-4473 ARIZONA PUBLIC SERVICE COMPANY (Exact name of registrant as specified in its charter) Arizona 86-0011170 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 North Fifth Street, P.O. Box 53999, Phoenix, Arizona 85072-3999 (Address of Eprincipal executive offices) (Zip Code) Registrant's telephone number, including area code: (602) 250-1000 - -------------------------------------------------------------------------------- (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, $2.50 par value, outstanding as of November 10, 1994: 71,264,947 Glossary ACC - Arizona Corporation Commission ACC Order - Final order of the ACC dated June 1, 1994 approving the Rate Settlement Agreement between the Company and the ACC Staff dated May 27, 1994 ACC Staff - Staff of the Arizona Corporation Commission AFUDC - Allowance for funds used during construction Company - Arizona Public Service Company CSW - Central and South West Corporation EPA - United States Environmental Protection Agency EPEC - El Paso Electric Company Four Corners - Four Corners Power Plant ITCs - Investment tax credits June 10-Q - Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994 1991 Settlement - December 1991 retail rate case settlement 1993 10-K - Arizona Public Service Company Annual Report on Form 10-K for the fiscal year ended December 31, 1993 Palo Verde - Palo Verde Nuclear Generating Station Pinnacle West - Pinnacle West Capital Corporation <AUDIT-REPORT> INDEPENDENT ACCOUNTANTS' REPORT Arizona Public Service Company: We have reviewed the accompanying condensed balance sheet of Arizona Public Service Company as of September 30, 1994 and the related condensed statements of income for the three-month, nine-month and twelve-month periods ended September 30, 1994 and 1993 and cash flows for the nine-month periods ended September 30, 1994 and 1993. These condensed financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such condensed financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the balance sheet of Arizona Public Service Company as of December 31, 1993 and the related statements of income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated February 21, 1994, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 1993 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. DELOITTE & TOUCHE LLP Phoenix, Arizona November 7, 1994 </AUDIT-REPORT> PART I - FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements ARIZONA PUBLIC SERVICE COMPANY CONDENSED STATEMENTS OF INCOME (Unaudited) Three Months Ended September 30, ---------------------- 1994 1993 --------- --------- (Thousands of Dollars) ELECTRIC OPERATING REVENUES .......................... $ 570,427 $ 524,483 --------- --------- FUEL EXPENSES: Fuel for electric generation ....................... 70,035 67,171 Purchased power ................................. 25,532 28,343 --------- --------- Total ......................................... 95,567 95,514 --------- --------- OPERATING REVENUES LESS FUEL EXPENSES .............. 474,860 428,969 --------- --------- OTHER OPERATING EXPENSES: Operations excluding fuel expenses ................. 77,555 75,145 Maintenance ........................................ 25,389 26,012 Depreciation and amortization ..................... 58,827 55,837 Income taxes - current ............................. 66,865 41,663 Income taxes - deferred ............................ 25,565 35,885 Other taxes ........................................ 65,544 61,788 --------- --------- Total ........................................... 319,745 296,330 --------- --------- OPERATING INCOME ..................................... 155,115 132,639 --------- --------- OTHER INCOME (DEDUCTIONS): AFUDC - equity ..................................... 1,014 684 Palo Verde accretion income ........................ -- 18,959 Other - net ........................................ (2,200) (193) Income taxes - current ............................. 2,978 1,846 Income taxes - deferred .......................... 1,911 (5,557) --------- --------- Total ........................................... 3,703 15,739 --------- --------- INCOME BEFORE INTEREST DEDUCTIONS .................... 158,818 148,378 --------- --------- INTEREST DEDUCTIONS: Interest on long-term debt ......................... 40,169 41,370 Interest on short-term borrowings .................. 1,856 2,634 Debt discount, premium and expense ................ 1,927 2,269 AFUDC - debt ....................................... (1,401) (806) --------- --------- Total ......................................... 42,551 45,467 --------- --------- NET INCOME ........................................... 116,267 102,911 PREFERRED STOCK DIVIDEND REQUIREMENTS ................ 5,908 7,294 --------- --------- EARNINGS FOR COMMON STOCK ............................ $ 110,359 $ 95,617 ========= ========= See Notes to Condensed Financial Statements. ARIZONA PUBLIC SERVICE COMPANY CONDENSED STATEMENTS OF INCOME (Unaudited) Nine Months Ended September 30, ------------------------- 1994 1993 (Thousands of Dollars) ELECTRIC OPERATING REVENUES ........................ $ 1,353,191 $ 1,303,161 ----------- ----------- FUEL EXPENSES: Fuel for electric generation ..................... 188,093 177,208 Purchased power .................................. 51,899 55,416 ----------- ----------- Total ........................................ 239,992 232,624 ----------- ----------- OPERATING REVENUES LESS FUEL EXPENSES .............. 1,113,199 1,070,537 ----------- ----------- OTHER OPERATING EXPENSES: Operations excluding fuel expenses ............... 219,998 205,698 Maintenance ...................................... 89,011 80,761 Depreciation and amortization ................... 174,401 166,900 Income taxes - current ........................... 95,059 87,535 Income taxes - deferred .......................... 52,949 57,848 Other taxes ...................................... 175,912 167,451 ----------- ----------- Total ........................................ 807,330 766,193 ----------- ----------- OPERATING INCOME ................................... 305,869 304,344 ----------- ----------- OTHER INCOME (DEDUCTIONS): AFUDC - equity ................................... 2,837 2,094 Palo Verde accretion income ...................... 33,596 55,418 Other - net ...................................... 16,976 (1,576) Income taxes - current ........................... 4,895 3,436 Income taxes - deferred ......................... (15,506) (18,207) ----------- ----------- Total ........................................ 42,798 41,165 ----------- ----------- INCOME BEFORE INTEREST DEDUCTIONS .................. 348,667 345,509 ----------- ----------- INTEREST DEDUCTIONS: Interest on long-term debt ....................... 120,209 124,263 Interest on short-term borrowings ................ 4,990 5,734 Debt discount, premium and expense ............... 6,800 6,843 AFUDC - debt ..................................... (3,918) (2,772) ----------- ----------- Total ......................................... 128,081 134,068 ----------- ----------- NET INCOME ......................................... 220,586 211,441 PREFERRED STOCK DIVIDEND REQUIREMENTS .............. 20,390 22,831 ----------- ----------- EARNINGS FOR COMMON STOCK .......................... $ 200,196 $ 188,610 =========== =========== See Notes to Condensed Financial Statements. ARIZONA PUBLIC SERVICE COMPANY CONDENSED STATEMENTS OF INCOME (Unaudited) Twelve Months Ended September 30, ------------------------ 1994 1993 ----------- ----------- (Thousands of Dollars) ELECTRIC OPERATING REVENUES .......................... $ 1,736,320 $ 1,701,921 ----------- ----------- FUEL EXPENSES: Fuel for electric generation ....................... 242,319 237,103 Purchased power .................................... 65,595 66,944 ----------- ----------- Total .......................................... 307,914 304,047 ----------- ----------- OPERATING REVENUES LESS FUEL EXPENSES ................ 1,428,406 1,397,874 ----------- ----------- OTHER OPERATING EXPENSES: Operations excluding fuel expenses ................. 296,960 283,149 Maintenance ....................................... 126,806 111,078 Depreciation and amortization ...................... 230,111 221,952 Income taxes - current ............................ 105,047 119,438 Income taxes - deferred .......................... 65,634 55,141 Other taxes ........................................ 229,835 221,550 ----------- ----------- Total ........................................... 1,054,393 1,012,308 ----------- ----------- OPERATING INCOME .................................. 374,013 385,566 ----------- ----------- OTHER INCOME (DEDUCTIONS): AFUDC - equity ..................................... 3,069 2,776 Palo Verde accretion income ....................... 53,058 72,943 Other - net ........................................ 16,417 (6,082) Income taxes - current ............................. 5,824 5,499 Income taxes - deferred ............................ (22,515) (24,491) ----------- ----------- Total ........................................... 55,853 50,645 ----------- ----------- INCOME BEFORE INTEREST DEDUCTIONS .................... 429,866 436,211 ----------- ----------- INTEREST DEDUCTIONS: Interest on long-term debt ......................... 160,556 167,449 Interest on short-term borrowings .................. 5,918 6,978 Debt discount, premium and expense ............... 9,160 9,055 AFUDC - debt ...................................... (5,299) (3,675) ----------- ----------- Total ........................................... 170,335 179,807 ----------- ----------- NET INCOME ........................................... 259,531 256,404 PREFERRED STOCK DIVIDEND REQUIREMENTS ............... 28,399 30,756 ----------- ----------- EARNINGS FOR COMMON STOCK ........................... $ 231,132 $ 225,648 =========== =========== See Notes to Condensed Financial Statements. ARIZONA PUBLIC SERVICE COMPANY CONDENSED BALANCE SHEETS ASSETS (Unaudited) September 30, December 31, ------------ ----------- 1994 1993 ------------ ----------- (Thousands of Dollars) UTILITY PLANT: Electric plant in service and held for future use..................................... $ 6,458,705 $ 6,333,884 Less accumulated depreciation and amortization . 2,077,656 1,991,143 ----------- ----------- Total ....................................... 4,381,049 4,342,741 Construction work in progress .................. 176,249 197,556 Nuclear fuel, net of amortization .............. 56,288 60,953 ----------- ----------- Utility plant - net ......................... 4,613,586 4,601,250 ----------- ----------- INVESTMENTS AND OTHER ASSETS : ....................... 70,585 63,224 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents ....................... 8,261 7,557 Accounts receivable: Service customers ............................ 131,267 102,745 Other ........................................ 20,235 21,091 Allowance for doubtful accounts .............. (2,016) (2,569) Accrued utility revenues ........................ 83,997 60,356 Materials and supplies, at average cost ......... 95,827 96,174 Fossil fuel, at average cost .................... 24,956 34,220 Deferred income taxes ........................... 25,527 29,117 Other ........................................... 14,248 12,653 ----------- ----------- Total current assets ........................ 402,302 361,344 ----------- ----------- DEFERRED DEBITS: Regulatory asset for income taxes ............... 554,868 585,294 Palo Verde Unit 3 cost deferral ................. 294,877 301,748 Palo Verde Unit 2 cost deferral ................. 173,451 177,998 Unamortized costs of reacquired debt ............ 63,583 63,147 Unamortized debt issue costs .................... 17,307 17,999 Other ........................................... 188,518 185,258 ----------- ----------- Total deferred debits ....................... 1,292,604 1,331,444 ----------- ----------- TOTAL ....................................... $ 6,379,077 $ 6,357,262 =========== =========== See Notes to Condensed Financial Statements. ARIZONA PUBLIC SERVICE COMPANY CONDENSED BALANCE SHEETS LIABILITIES (Unaudited) September 30, December 31, 1994 1993 ------------- ------------ (Thousands of Dollars) CAPITALIZATION: Common stock .............................. $ 178,162 $ 178,162 Premiums and expense - net ................ 1,039,303 1,037,681 Retained earnings ......................... 378,139 307,098 ----------- ----------- Common stock equity .................... 1,595,604 1,522,941 Non-redeemable preferred stock ............ 193,561 193,561 Redeemable preferred stock ................ 95,000 197,610 Long-term debt less current maturities .... 2,170,319 2,124,654 ----------- ----------- Total capitalization ................... 4,054,484 4,038,766 ----------- ----------- CURRENT LIABILITIES: Commercial paper .......................... 35,500 148,000 Current maturities of long-term debt ...... 3,375 3,179 Accounts payable .......................... 84,959 81,772 Accrued taxes ............................. 180,052 112,293 Accrued interest .......................... 34,821 45,729 Common dividends payable .................. 22,500 -- Other ..................................... 69,956 60,737 ----------- ----------- Total current liabilities .............. 431,163 451,710 ----------- ----------- DEFERRED CREDITS AND OTHER: Deferred income taxes ..................... 1,431,558 1,391,184 Deferred investment tax credit ............ 143,884 149,819 Unamortized gain - sale of utility plant .. 100,749 107,344 Customer advances for construction ........ 18,032 15,578 Other ..................................... 199,207 202,861 ----------- ----------- Total deferred credits and other ...... 1,893,430 1,866,786 ----------- ----------- COMMITMENTS AND CONTINGENCIES (Notes 6, 7 and 8) TOTAL .................................. $ 6,379,077 $ 6,357,262 =========== =========== See Notes to Condensed Financial Statements. ARIZONA PUBLIC SERVICE COMPANY CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, --------------------- 1994 1993 --------- --------- (Thousands of Dollars) Cash Flows from Operating Activities: Net income ........................................... $ 220,586 $ 211,441 Items not requiring cash: Depreciation and amortization ...................... 174,401 166,900 Nuclear fuel amortization .......................... 23,226 25,430 AFUDC - equity ..................................... (2,837) (2,094) Deferred income taxes - net ........................ 74,390 81,891 Deferred investment tax credit - net ............... (5,935) (5,835) Refund obligation - net ............................ (9,308) (16,031) Palo Verde accretion income ........................ (33,596) (55,418) Changes in certain current assets and liabilities: Accounts receivable - net .......................... (28,219) 14,272 Accrued utility revenues ........................... (23,641) (20,472) Materials, supplies and fossil fuel ................ 9,611 3,191 Other current assets ............................... (1,595) (59,045) Accounts payable ................................... 16,634 (9,534) Accrued taxes ...................................... 67,759 67,714 Accrued interest ................................... (10,926) (7,073) Other current liabilities .......................... 19,353 14,863 Other - net .......................................... (3,022) 33,183 --------- --------- Net cash flow provided by operating activities ... 486,881 443,383 --------- --------- Cash Flows from Financing Activities: Long-term debt ....................................... 498,418 520,020 Short-term borrowings - net .......................... (112,500) (150,000) Dividends paid on common stock ....................... (105,000) (127,500) Dividends paid on preferred stock .................... (21,207) (23,042) Repayment of preferred stock ......................... (104,096) (28,040) Repayment and reacquisition of long-term debt ........ (457,432) (415,515) --------- --------- Net cash flow used for financing activities ..... (301,817) (224,077) --------- --------- Cash Flows from Investing Activities: Capital expenditures ................................. (179,836) (166,671) AFUDC - equity ....................................... 2,837 2,094 Other ................................................ (7,361) (6,737) --------- --------- Net cash flow used for investing activities ...... (184,360) (171,314) --------- --------- Net increase (decrease) in cash and cash equivalents ... 704 47,992 Cash and cash equivalents at beginning of period ....... 7,557 1,152 --------- --------- Cash and cash equivalents at end of period ............. $ 8,261 $ 49,144 ========= ========= Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Interest (excluding capitalized interest) .......... $ 132,050 $ 129,315 Income taxes ....................................... $ 60,151 $ 55,205 See Notes to Condensed Financial Statements. ARIZONA PUBLIC SERVICE COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position of the Company as of September 30, 1994, the results of operations for the three months, nine months, and twelve months ended September 30, 1994 and 1993, and the cash flows for the nine months ended September 30, 1994 and 1993. It is suggested that these condensed financial statements and notes to condensed financial statements be read in conjunction with the financial statements and notes to financial statements included in the 1993 10-K. 2. The Company's operations 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, the results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. 3. All the outstanding shares of common stock of the Company are owned by Pinnacle West. Pursuant to a Pledge Agreement, dated as of January 31, 1990, and as part of a restructuring of substantially all of its outstanding indebtedness, Pinnacle West granted certain of its lenders a security interest in all of the Company's outstanding common stock. 4. See "Liquidity and Capital Resources" in Part I, Item 2 of this report for changes in capitalization since December 31, 1993. 5. By order dated June 1, 1994 (the "ACC Order") the ACC approved the terms of a settlement agreement dated May 27, 1994 between the Company and the ACC Staff. The ACC Order (a) reduced the Company's annual retail rates by approximately $38.3 million, or 2.7%, effective June 1, 1994; (b) establishes mandatory spending levels on renewable resources and demand side management projects that the Company will be allowed to recover through a surcharge which, when netted against the rate reduction referenced in clause (a), would result in a rate reduction of approximately 2.2%; (c) provides that neither the Company nor the ACC Staff will file for a permanent change to the Company's general rates and charges before December 31, 1996, except under certain circumstances; (d) establishes a cost of service target based on fuel and operation and maintenance expenses that, if met or exceeded by the Company, would entitle the Company to a percentage of the resulting savings if the next general rate proceeding results in no increase in residential rates; (e) confirms that all three Palo Verde units are, and in future rate cases will be, included in the Company's rate base, unless there are significant changes in the operating characteristics, reliability, or efficiency of the units; (f) approves higher decommissioning funding levels for each of the Palo Verde units; (g) allows the Company to accelerate the amortization of certain ITCs; and (h) allowed the Company to record a one-time depreciation reversal related to Palo Verde (associated with the 1991 Settlement) in the amount of approximately $15.0 million after tax. Because of the non-cash earnings resulting from the items discussed in clauses (g) and (h) of this Note 5, the Company does not expect its earnings to be significantly affected by the retail rate reduction resulting from the ACC Order. The description of the ACC Order in this paragraph is a summary and is qualified in its entirety by the copy of the ACC Order that is attached as an exhibit to the June 10-Q. 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 industrywide 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 the Company's 29.1% interest in the three Palo Verde units, the Company's maximum potential assessment per incident is approximately $69 million, with an annual payment limitation of $8.73 million. The insureds under this liability insurance include the Palo Verde participants and "any other person or organization with respect to his legal responsibility for damage caused by the nuclear energy hazard." The Palo Verde participants maintain "all risk" (including nuclear hazards) insurance for property damage to, and decontamination and decommissioning 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. The Company 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. The other joint owners of Palo Verde and Four Corners Units 4 and 5 include El Paso Electric Company ("EPEC"), which is currently operating under Chapter 11 of the Bankruptcy Code. A plan whereby EPEC would become a wholly-owned subsidiary of Central and South West Corporation ("CSW") (the "EPEC Plan") would resolve certain issues to which the Company could be exposed by the bankruptcy, including potential claims by EPEC arising out of the Company's role as Palo Verde operating agent in connection with the 1989-90 Palo Verde outages. In the disclosure statement relating to the EPEC Plan, EPEC stated that these claims may be of "significant value." EPEC has granted the Company a release for these potential claims, but the release will become effective only if, among other things, the EPEC Plan becomes effective. In September 1994 EPEC received a letter from CSW stating that CSW believes certain matters constitute a failure of certain closing conditions under the merger agreement between the parties that would preclude the closing of the merger unless the matters are timely resolved. EPEC subsequently advised CSW that EPEC did not believe that a failure of any closing condition had occurred. The Company cannot predict when or if the EPEC Plan will become effective, or, if the EPEC Plan does not become effective, whether EPEC would assert any claims against the Company arising out of the 1989-90 Palo Verde outages or the size of any such claims. The Company does not expect, however, that any such claims, if asserted, would have a materially adverse impact on its operations or financial position. 8. The Company has encountered axial tube cracking in the upper regions of the two steam generators in Unit 2 and, to a lesser degree, in Unit 3. The Company believes that this form of tube degradation, the location of which is uncommon in the industry, is due to the susceptibility of tube materials to a combination of deposits on the tubes and the relatively high temperatures at which all three units are designed to operate. The Company has taken, and will continue to take, remedial actions that it believes will retard further tube degradation to acceptable levels. These actions have included chemically cleaning the Unit 2 and 3 steam generators, and improving the water quality and reducing the operating temperature in all three units. All of the Palo Verde units are now operating at or near 100% capacity. In March and October 1994 the Company performed mid-cycle inspection outages at Unit 2. The October outage revealed that the number of steam generator tubes with indications of degradation was well within the Company's projections. Unit 2 is scheduled for a refueling and maintenance outage in early 1995. Palo Verde Unit 3 completed a refueling outage in June 1994 and is scheduled for a mid-cycle inspection outage beginning in November 1994. Unit 1 is scheduled for a refueling outage beginning in April 1995. When tube cracks are detected during any outage, the affected tubes are taken out of service by plugging. That has occurred in a number of tubes in all three units, particularly in Unit 2, which is by far the most affected by cracking and plugging. The Company expects that the remedial actions referenced above will slow the rate of plugging to an acceptable level. The Company currently believes that the Palo Verde steam generators are capable of operating for their designed life of forty years, although, at some point in the future, long-term economic considerations may make steam generator replacement a desirable option. ARIZONA PUBLIC SERVICE COMPANY Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Operating Results The following table summarizes the Company's revenues and earnings for the three-month, nine-month, and twelve-month periods ended September 30, 1994 and 1993: Periods ended September 30 (Thousands of Dollars) Three Months Nine Months Twelve Months ------------------ ---------------------- ---------------------- 1994 1993 1994 1993 1994 1993 ------------------ ---------------------- ---------------------- Operating Revenues ... $570,427 $524,483 $1,353,191 $1,303,161 $1,736,320 $1,701,921 Earnings for common stock ...... $110,359 $ 95,617 $ 200,196 $ 188,610 $ 231,132 $ 225,648 Operating Results - Three-month period ended September 30, 1994 compared ------------------------------------------------------------------------ to three-month period ended September 30, 1993 ---------------------------------------------- Earnings increased in the three-month period ended September 30, 1994 primarily due to increased operating revenues. Operating revenues were up significantly due to higher sales resulting from warmer weather and continued customer growth. Partially offsetting the increased operating revenues were the absence of non-cash income related to the 1991 Settlement, which the Company completed recording in May 1994, and a retail rate reduction which became effective June 1, 1994 (see Note 5 of Notes to Condensed Financial Statements in Part I, Item 1 of this report). Although generation was up to meet the increased sales, total fuel costs remained relatively flat between the two periods due primarily to improved nuclear operations. Operating Results - Nine-month period ended September 30, 1994 compared ----------------------------------------------------------------------- to nine-month period ended September 30, 1993 --------------------------------------------- Earnings increased in the nine-month period ended September 30, 1994 primarily due to increased operating revenues and the reversal of certain previously recorded depreciation related to Palo Verde (see Note 5 of Notes to Condensed Financial Statements in Part I, Item 1 of this report). Operating revenues were up significantly due to higher sales resulting from warmer weather and continued customer growth. Partially offsetting the increased operating revenues were increases in operations and maintenance expenses, lower non-cash income related to the 1991 Rate Settlement, a retail rate reduction, higher fuel costs, and lower interchange sales to other utilities. Operations and maintenance expenses increased due primarily to employee severance costs resulting from various Company cost-reduction efforts and higher power plant maintenance costs. The increase in power plant maintenance costs was primarily due to the timing of scheduled outages for certain fossil plants and certain remedial actions at Palo Verde (see Note 8 of Notes to Condensed Financial Statements in Part I, Item 1 of this report). Fuel costs were higher due to replacement power related to reduced nuclear generation in the first half of 1994 and to the increased generation needed to meet higher sales. These fuel increases were partially offset by fewer interchange sales and improved nuclear operations in the third quarter of 1994. Operating Results - Twelve-month period ended September 30, 1994 compared ------------------------------------------------------------------------- to twelve-month period ended September 30, 1993 ----------------------------------------------- Earnings increased in the twelve-month period ended September 30, 1994 primarily due to increased operating revenues and the reversal of certain previously recorded depreciation related to Palo Verde (see Note 5 of Notes to Condensed Financial Statements in Part I, Item 1 of this report). Operating revenues were up due to continued customer growth and warmer weather. Partially offsetting the increased operating revenues were increased operations and maintenance costs, lower non-cash income related to the 1991 Settlement, higher fuel costs, lower interchange sales, and a retail rate reduction. Operations and maintenance costs increased primarily due to higher power plant maintenance costs and employee severance costs. The increase in power plant maintenance costs was primarily due to the timing of scheduled outages for certain fossil plants and certain remedial actions taken at Palo Verde (see Note 8 of Notes to Condensed Financial Statements in Part I, Item 1 of this report). Fuel costs were higher due to replacement power related to reduced nuclear generation plus the increased generation needed to meet higher sales. These fuel increases were partially offset by fewer interchange sales and improved nuclear operations in the third quarter of 1994. Lower interest costs also contributed to the earnings increase. Other Income ------------ Other income reflects accounting practices required for regulated public utilities and represents a composite of cash and noncash items, including AFUDC. Included in the nine months ended September 30, 1994 other income amounts are $20.3 million of after-tax accretion income on Palo Verde Unit 3 and $5.6 million of after-tax income resulting from Palo Verde refund obligation reversals recorded by the Company in accordance with the 1991 Settlement. The Company has now recorded all of the Unit 3 accretion income and Palo Verde refund obligation reversals related to the 1991 Settlement. See Note 2 of Notes to Financial Statements in Part II, Item 8 of the 1993 10-K. Also included in the nine months ended September 30, 1994 other income amounts is a one-time depreciation reversal related to Palo Verde in the amount of approximately $15.0 million after tax recorded by the Company in accordance with the ACC Order (see Note 5 of Notes to Condensed Financial Statements in Part I, Item 1 of this report). 1994 Settlement Agreement - ------------------------- See Note 5 of Notes to Condensed Financial Statements in Part I, Item 1 of this report for a discussion of the ACC Order. Because of the non-cash earnings (1) that will result from the accelerated amortization of ITCs during the 1995-1999 period; and (2) that resulted from the reversal of depreciation related to Palo Verde (associated with the 1991 Settlement), the Company does not expect its earnings to be significantly affected by the retail rate reduction resulting from the ACC Order. Liquidity and Capital Resources - ------------------------------- For the nine months ended September 30, 1994, the Company incurred approximately $163 million in construction expenditures, accounting for approximately 60% of the most recently estimated 1994 construction expenditures. The Company has estimated total construction expenditures for the years 1994, 1995, and 1996 to be approximately $272 million, $298 million, and $257 million, respectively. 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 $587 million (of which $518 million are optional), $106 million, and $4 million for the years 1994, 1995, and 1996, respectively. During the first nine months of 1994, the Company refunded approximately $562 million (96%) of the estimated 1994 total. This amount includes the redemption, refunding, or repurchase of approximately $456 million of long-term debt and the redemption of approximately $104 million of preferred stock, including premiums thereon. In October 1994 the Company repurchased approximately $5 million of its First Mortgage Bonds and incurred approximately $11 million of long-term debt in connection with a tax-exempt financing. On October 24, 1994, the Company redeemed all $20 million of its outstanding $8.48 Cumulative Preferred Stock, Series S (the "Series S Stock"). Since December 31, 1993, the Company has issued $100 million of its First Mortgage Bonds and incurred approximately $412 million of long-term debt in connection with tax-exempt financings. Provisions in the Company's mortgage bond indenture and articles of incorporation require certain coverage ratios to be met before the Company can issue additional first mortgage bonds or preferred stock. In addition, the mortgage bond indenture limits the amount of additional bonds which may be issued to a percentage of net property additions, to property previously pledged as security for certain bonds that have been redeemed or retired and/or cash deposited with the mortgage bond trustee. As of September 30, 1994, and adjusting for the (i) purchase of approximately $5 million of First Mortgage Bonds, (ii) incurrence of approximately $11 million of long-term debt in connection with a tax-exempt financing, and (iii) redemption of $20 million of the Series S Stock, the Company estimates that the mortgage bond indenture and the articles of incorporation would have allowed the Company to issue up to approximately $1.29 billion and $981 million of additional first mortgage bonds and preferred stock, respectively. The ACC has authority over the Company with respect to the issuance of long-term debt and equity securities. Existing ACC orders allow the Company 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 the Company's ability to meet its capital requirements. PART II - OTHER INFORMATION ITEM 5. Other Information - -------------------------- Palo Verde Nuclear Generating Station ------------------------------------- See Note 8 of Notes to Condensed Financial Statements in Part I, Item 1 of this report for a discussion of issues relating to the Palo Verde steam generators. Construction and Financing Programs ----------------------------------- See "Liquidity and Capital Resources" in Part I, Item 2 of this report for a discussion of the Company's construction and financing programs. Water Supply ------------ As previously reported, in an action pending in Maricopa County Superior Court relating to claims to water in the Lower Gila Watershed, issues important to the Company's claims were remanded to the trial court for further action and the trial court certified its decision for interlocutory appeal to the Arizona Supreme Court. See "Water Supply" in Part II, Item 5 of the June 10-Q. On September 28, 1994, the Arizona Supreme Court granted review of the June 30, 1994, trial court decision. Environmental Matters --------------------- As previously reported, on March 22, 1994, the EPA issued rules for nitrogen oxide emissions limitations which will require the Company to install additional pollution control equipment at Four Corners. See "Environmental Matters" in Part I, Item 1 of the 1993 10-K. The Company has determined that it will accelerate to 1997 compliance with these requirements. The Company estimates that the cost of such compliance will be approximately $20 million, most of which will be incurred during 1995. ITEM 6. Exhibits and Reports on Form 8-K ----------------------------------------- (a) Exhibits Exhibit No. Description ----------- ----------- 10.1 Third Amendment to the Arizona Public Service Company Directors' Deferred Compensation Plan 10.2 Fourth Amendment to the Arizona Public Service Company Deferred Compensation Plan 15.1 Letter in Lieu of Consent Regarding Unaudited Interim Financial Information 27 Financial Data Schedule (b) Reports on Form 8-K During the quarter ended September 30, 1994, and the period ended November 10, 1994 the Company filed the following reports on Form 8-K: Report dated October 19, 1994 comprised of an exhibit to the Company's Registration Statements (Registration Nos. 33-61228 and 33-55473). 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. ARIZONA PUBLIC SERVICE COMPANY (Registrant) Dated: November 10, 1994 By Jaron B. Norberg --------------------- ---------------------------- Jaron B. Norberg Executive Vice President and Chief Financial Officer (Principal Financial Officer and Officer Duly Authorized to sign this Report)