Fair Disclosure Policy


The Securities and Exchange Commission’s Regulation FD (Fair Disclosure) prohibits the selective disclosure of material, non-public information by public companies to investors and to market professionals, such as securities analysts and investment advisors. The regulation is designed to ensure equal access to important information by requiring that a company simultaneously distribute to the public all material non-public information which the company makes available to investors and market professionals.

This policy applies to all employees and contractors within the Pinnacle West Capital Corporation (the “Company”) family of companies.


The Company is committed to maintaining a fair and open dialogue with its investors and market professionals in compliance with all applicable laws and regulations, including Regulation FD.


Employees and contractors should refer all inquiries received from investors or market professionals to the Investor Relations Department. The Company employees who may communicate to investors or market professionals (other than to shareholders on administrative matters) are the Chief Executive Officer, the President, the Chief Financial Officer, the Director of Investor Relations and designated members of the Investor Relations Department. Certain other officers may be specifically designated to speak as to particular issues on a case-by-case basis. A representative from the Investor Relations Department should participate with any of these authorized representatives when communicating with an investor or market professional (other than in situations that the CEO or CFO may elect to handle individually).


The Company typically holds webcasted conference calls, open to investors, media and the public, as part of the Company’s release of quarterly financial information. The Company will issue a press release through an authorized disclosure wire publicly announcing the date, time, telephone dial-in information and webcast URL for each call. A replay of the conference call will be available on the Company’s website for 30 days and via telephone for seven days.

As needed, the Company may hold topical conference calls open to investors, media and the public. The Company will issue a press release to provide advance public notice of any such call.


The Company typically provides earnings per share guidance for the current fiscal year on an annual basis followed by publicly disclosed quarterly updates or affirmations that generally occur in connection with the public release of the Company’s quarterly financial information. At management’s discretion, the Company may also provide earnings guidance for an additional fiscal year or years. At the Company’s discretion, the Company may at any time update guidance, provide guidance for a longer or shorter time frame, or discontinue or suspend guidance. However, the Company undertakes no obligation to update any guidance it may provide. The Company will not elaborate in any material way on prior guidance or comment on an analyst’s earnings estimates other than to refer to the last time guidance was publicly given.

The Company will publicly announce any earnings guidance or updates, which will be accompanied by safe harbor disclosures for forward-looking statements.


The Company may agree, if requested, to review analyst reports and financial models for accuracy with respect only to publicly disclosed information and actual historical results.


The Company may elect to participate in individual and group meetings and investor/market professional-sponsored conferences. The Company will use the safe harbor disclosures for forward-looking statements in connection with these communication formats.

One-on-One Meetings.A Company representative will establish ground rules, including any restricted topics, for any one-on-one meeting or telephone conference with an individual investor or market professional. Discussions in such meetings or telephone conferences will be limited to information previously released to the public, non-material information and generally-known industry data.

Analyst and Investor Conferences.When disclosing information at an analyst or investor conference that could be deemed material non-public information, the Company will publicly disseminate the information to be discussed through a Form 8-K filing with the SEC. The Company may also webcast the meeting or presentation, in which case prior adequate notice will be given to the public. The Company will post the formal presentation on the Company’s website prior to the meeting.


The Company may elect to restrict access to Company management for meetings, conferences or other non-public communications during certain periods preceding the Company’s public announcement of earnings or other material developments.


All employees who are authorized to speak to market professionals and investors are required to receive regular training as to their responsibilities, and those of the Company, under the securities laws and this policy.


Company employees and contractors must comply with the standards and expectations in this policy. If an employee or contractor engages in activity that is inconsistent with this policy, the employee may be subject to disciplinary action (up to and including termination) and the contractor may be released.