8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):   November 2, 2012

Commission File Number	Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification Number
1-8962	Pinnacle West Capital Corporation (an Arizona corporation) 400 North Fifth Street, P.O. Box 53999 Phoenix, AZ 85072-3999 (602) 250-1000	86-0512431
1-4473	Arizona Public Service Company (an Arizona corporation) 400 North Fifth Street, P.O. Box 53999 Phoenix, AZ 85072-3999 (602) 250-1000	86-0011170

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 2.02.  Results of Operations and Financial Condition.

Item 7.01.  Regulation FD Disclosure.

The following information is furnished pursuant to both Item 2.02 and 7.01.

On November 2, 2012, Pinnacle West Capital Corporation (the “Company” or “Pinnacle West”) issued a press release regarding its financial results for the fiscal quarter ended September 30, 2012, its earnings guidance for 2012 and its financial goal through 2015.  A copy of the press release is attached hereto as Exhibit 99.1.

The Company is providing a quarterly consolidated statistical summary and a copy of the slide presentation made in connection with the quarterly earnings conference call on November 2, 2012.  This information contains Company operating results for the fiscal quarter ended September 30, 2012 and is attached hereto as Exhibits 99.2 and 99.3.  The summary 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 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Registrant(s)	Description
99.1	Pinnacle West APS	Earnings News Release issued on November 2, 2012.
99.2	Pinnacle West APS	Pinnacle West Capital Corporation quarterly consolidated statistical summary for the three-month and nine-month periods ended September 30, 2012 and 2011.
99.3	Pinnacle West APS	Pinnacle West Capital Corporation 3rd Quarter 2012 Results slide presentation accompanying November 2, 2012 conference call.

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:  November 2, 2012		By:	/s/ James R. Hatfield
		James R. Hatfield
		Senior Vice President and Chief Financial
		Officer
	ARIZONA PUBLIC SERVICE COMPANY
	(Registrant)
Dated:  November 2, 2012		By:	/s/ James R. Hatfield
		James R. Hatfield
		Senior Vice President and Chief Financial
		Officer

2

Exhibit Index

Exhibit No.	Registrant(s)	Description
99.1	Pinnacle West APS	Earnings News Release issued on November 2, 2012.
99.2	Pinnacle West APS	Pinnacle West Capital Corporation quarterly consolidated statistical summary for the three-month and nine-month periods ended September 30, 2012 and 2011.
99.3	Pinnacle West APS	Pinnacle West Capital Corporation 3rd Quarter 2012 Results slide presentation accompanying November 2, 2012 conference call.

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE		November 2, 2012
Media Contact:	Alan Bunnell, (602) 250-3376
Analyst Contact:	Rebecca Hickman, (602) 250-5668
Website:	pinnaclewest.com

PINNACLE WEST REPORTS THIRD-QUARTER EARNINGS

·Cooler-than-normal weather versus record-breaking temperatures in the same period last year results in lower retail sales

·2012 regulatory settlement contributes to improved financial results while keeping average residential customer bills flat

·Company remains focused on operational excellence and continuous improvement

PHOENIX — Pinnacle West Capital Corp. (NYSE: PNW) today reported consolidated on-going earnings of $244.8 million, or $2.21 per diluted share of common stock, for the quarter ended September 30, 2012. This result compares with on-going earnings of $245.8 million, or $2.24 per share, in the same 2011 period. The Company’s consolidated net income attributable to common shareholders for the 2012 third quarter was $244.8 million, or $2.21 per diluted share, compared with net income of $255.4 million, or $2.32 per share, for the same quarter a year ago.

On-going earnings exclude results of discontinued operations substantially related to the Company’s former energy services business. A reconciliation of reported earnings to on-going earnings is provided at the end of this release.

“Arizona Public Service’s most important accomplishment — especially during the hot Arizona summer months — is maintaining the high quality of service and reliability our customers expect of us,” said Pinnacle West Chairman, President and Chief Executive Officer Don Brandt. “During the quarter, our generation fleet performed well, our customers experienced fewer outages, and our employees provided high quality service. At the same time, disciplined cost management remained a central theme at our Company and is a key to future earnings improvement.”

Brandt added that the third-quarter results demonstrate the positive value of employees’ focus on operational excellence, as well as the broadly supported retail rate settlement implemented this summer. “The average residential customer benefitted from a decision that kept their overall rates flat in 2012, while still allowing the Company the opportunity to earn a reasonable return for investors,” he said.

1

The third-quarter on-going results comparison was affected by the following negative factors:

·The effects of weather variations decreased the Company’s earnings by $0.17 per share following an abnormally hot summer in 2011. The average high temperature in the 2012 third quarter was slightly below normal at 103.2 degrees, while the average high temperature in the same 2011 period was 106.4 degrees. As a result, the return to more conventional weather patterns contributed to a 15 percent reduction in cooling degree-days (a proxy for the effects of weather) in the 2012 period versus a year ago.

·Increased operations and maintenance expenses impacted earnings by $0.10 per share compared with the prior-year period. The expense increase primarily consisted of an increase in employee benefit costs; beginning of amortization of pension and other post-retirement benefits in 2012 compared with deferral of such costs in 2011 pursuant to the Company’s retail regulatory settlements; and higher fossil generation costs as a result of more planned maintenance being completed in the current-year quarter than in the same quarter a year ago. The O&M variance excludes costs associated with renewable energy, demand side management and similar regulatory programs, which are largely offset by comparable amounts of operating revenues.

·The absence of certain items that reduced the Company’s effective income tax rate in 2011 reduced results by $0.09 per share.

·A decrease in retail electricity sales — excluding the effects of weather variations — reduced results $0.02 per share. The sales decrease was primarily related to the impacts of customer conservation and energy efficiency and distributed renewable generation initiatives. However, modest customer growth of about 1.2 percent quarter-over-quarter helped offset the lower sales.

These factors were largely offset by the following positive items:

·The Company’s 2012 regulatory settlement, which included a retail non-fuel base rate increase, improved earnings by $0.21 per share. However, overall rates for the average residential customer did not change because the non-fuel base rate increase was offset by other rate changes.  The settlement became effective July 1, 2012.

·Higher transmission revenues improved earnings by $0.09 per share, primarily because of a retail transmission rate increase implemented in August 2012.

·Lower infrastructure-related costs increased earnings by $0.04 per share, related to lower depreciation and amortization, primarily attributable to the operating license extensions at the Palo Verde Nuclear Generating Station in 2011; and decreased interest expense due to lower debt balances and interest rates. These lower costs were partially offset by higher property taxes.

2

·The net effect of other miscellaneous factors positively impacted results by $0.01 per share.

Arizona Public Service Co., the Company’s principal subsidiary, reported 2012 third-quarter net income attributable to common shareholder of $247.8 million versus earnings of $246.3 million for the comparable 2011 quarter.

Financial Outlook

Pinnacle West continues to expect its 2012 consolidated on-going earnings will be in the range of $3.35 to $3.50 per diluted share. Key factors and assumptions underlying the outlook remain unchanged, except for the following:

·Weather assumptions have been updated to reflect actual weather through the 2012 third quarter and normal weather patterns for remainder of the year; and

·Anticipated operating expenses (operations and maintenance, excluding costs for Renewable Energy Standard and similar regulatory programs; depreciation and amortization; and taxes other than income taxes) have been reduced to a range of $1.32 billion to $1.35 billion, a decrease from the previous range of $1.33 billion to $1.36 billion.

3

Longer-term, the Company’s goal is to achieve a consolidated earned return on average common equity of at least 9.5 percent annually in 2012 through 2015. Key factors and assumptions underlying the outlook can be found in the third-quarter 2012 earnings presentation slides on the Company’s website at pinnaclewest.com/investors.

Conference Call and Web Cast

Pinnacle West invites interested parties to listen to the live web cast of management’s conference call to discuss the Company’s 2012 third-quarter results, as well as recent developments, at 12 noon ET (9 a.m. AZ time) today, November 2. The webcast can be accessed at pinnaclewest.com/presentations and will be available for replay on the website for 30 days. To access the live conference call by telephone, dial (877) 407-8035 or (201) 689-8035 for international callers. A replay of the call also will be available until 11:59 p.m. (ET), Friday, November 9, 2012, by calling (877) 660-6853 in the U.S. and Canada or (201) 612-7415 internationally and entering conference ID number 401419.

General Information

Pinnacle West Capital, an energy holding company based in Phoenix, has consolidated assets of about $13.5 billion, more than 6,300 megawatts of generating capacity and about 6,700 employees in Arizona and New Mexico. Through its principal subsidiary, Arizona Public Service, the Company provides retail electricity service to more than 1.1 million Arizona homes and businesses. For more information about Pinnacle West, visit the Company’s website at pinnaclewest.com.

Dollar amounts in this news release are after income taxes. Earnings per share amounts are based on average diluted common shares outstanding. For more information on Pinnacle West’s operating statistics and earnings, please visit pinnaclewest.com/investors.

PINNACLE WEST CAPITAL CORPORATION

NON-GAAP FINANCIAL MEASURE RECONCILIATION

NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS

(GAAP MEASURE) TO ON-GOING EARNINGS (NON-GAAP FINANCIAL MEASURE)

	Three Months Ended Sept. 30, 2012				Three Months Ended Sept. 30, 2011
	Dollars in Millions		Diluted EPS		Dollars in Millions			Diluted EPS
Net Income Attributable to Common Shareholders	$	244.8	$	2.21	$	255.4		$	2.32
Less: Income from Discontinued Operations	—		—		(9.6		)	(0.08		)
On-going Earnings	$	244.8	$	2.21	$	245.8		$	2.24

4

NON-GAAP FINANCIAL INFORMATION

In this press release, we refer to “on-going earnings.” On-going earnings is a “non-GAAP financial measure,” as defined in accordance with SEC rules. We believe on-going earnings provide investors with a useful indicator of our results that is comparable among periods because it excludes the effects of unusual items that may occur on an irregular basis. Investors should note that these non-GAAP financial measures involve judgments by management, including whether an item is classified as an unusual item. We use on-going earnings, or similar concepts, to measure our performance internally in reports for management.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements based on our current expectations, including statements regarding our earnings guidance and financial outlook and goals. 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 readers 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 Pinnacle West or APS.  These factors include, but are not limited to:

·our ability to manage capital expenditures and operations and maintenance costs while maintaining reliability and customer service levels;

·variations in demand for electricity, including those due to weather, the general economy, customer and sales growth (or decline), and the effects of energy conservation measures and distributed generation;

·power plant and transmission system performance and outages;

·volatile fuel and purchased power costs;

·fuel and water supply availability;

·our ability to achieve timely and adequate rate recovery of our costs, including returns on debt and equity capital;

·regulatory and judicial decisions, developments and proceedings;

·new legislation or regulation including those relating to environmental requirements and nuclear plant operations;

·our ability to meet renewable energy and energy efficiency mandates and recover related costs;

·risks inherent in the operation of nuclear facilities, including spent fuel disposal uncertainty;

·competition in retail and wholesale power markets;

·the duration and severity of the economic decline in Arizona and current real estate market conditions;

·the cost of debt and equity capital and the ability to access capital markets when required;

·changes to our credit ratings;

·the investment performance of the assets of our nuclear decommissioning trust, pension, and other postretirement benefit plans and the resulting impact on future funding requirements;

·the liquidity of wholesale power markets and the use of derivative contracts in our business;

·potential shortfalls in insurance coverage;

·new accounting requirements or new interpretations of existing requirements;

·generation, transmission and distribution facility and system conditions and operating costs;

·the ability to meet the anticipated future need for additional baseload generation and associated transmission facilities in our region;

·the willingness or ability of our counterparties, power plant participants and power plant land owners to meet contractual or other obligations or extend the rights for continued power plant operations;

·technological developments affecting the electric industry; and

·restrictions on dividends or other provisions in our credit agreements and Arizona Corporation Commission orders.

These and other factors are discussed in Risk Factors described in Part 1, Item 1A of the Pinnacle West/APS Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which readers should review carefully before placing any reliance on our financial statements or disclosures. Neither Pinnacle West nor APS assumes any obligation to update these statements, even if our internal estimates change, except as required by law.

#  #  #

5

PINNACLE WEST CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(dollars and shares in thousands, except per share amounts)

	THREE MONTHS ENDED						NINE MONTHS ENDED
	SEPTEMBER 30,						SEPTEMBER 30,
	2012			2011			2012			2011
Operating Revenues	$	1,109,475		$	1,124,841		$	2,608,682		$	2,573,487
Operating Expenses
Fuel and purchased power	302,894			337,896			783,926			793,952
Operations and maintenance	220,729			210,035			647,628			675,654
Depreciation and amortization	100,353			106,350			301,068			319,550
Taxes other than income taxes	36,507			34,223			120,271			112,002
Other expenses	1,022			1,320			5,323			4,536
Total	661,505			689,824			1,858,216			1,905,694
Operating Income	447,970			435,017			750,466			667,793
Other Income (Deductions)
Allowance for equity funds used during construction	5,708			7,378			15,639			18,697
Other income	420			441			1,357			2,630
Other expense	(5,696		)	(3,052		)	(12,433		)	(7,921		)
Total	432			4,767			4,563			13,406
Interest Expense
Interest charges	52,242			62,034			162,209			183,251
Allowance for borrowed funds used during construction	(3,830		)	(6,939		)	(10,428		)	(14,371		)
Total	48,412			55,095			151,781			168,880
Income From Continuing Operations Before Income Taxes	399,990			384,689			603,248			512,319
Income Taxes	147,116			131,416			219,160			176,229
Income From Continuing Operations	252,874			253,273			384,088			336,090
Income (Loss) From Discontinued Operations
Net of Income Taxes	(11		)	9,512			(1,595		)	10,860
Net Income	252,863			262,785			382,493			346,950
Less: Net income attributable to noncontrolling interests	8,040			7,426			23,582			20,041
Net Income Attributable To Common Shareholders	$	244,823		$	255,359		$	358,911		$	326,909
Weighted-Average Common Shares Outstanding - Basic	109,555			109,128			109,449			109,003
Weighted-Average Common Shares Outstanding - Diluted	110,655			109,861			110,420			109,683
Earnings Per Weighted-Average Common Share Outstanding
Income from continuing operations attributable to common shareholders - basic	$	2.23		$	2.25		$	3.29		$	2.90
Net income attributable to common shareholders - basic	$	2.23		$	2.34		$	3.28		$	3.00
Income from continuing operations attributable to common shareholders - diluted	$	2.21		$	2.24		$	3.26		$	2.88
Net income attributable to common shareholders - diluted	$	2.21		$	2.32		$	3.25		$	2.98
Amounts Attributable To Common Shareholders
Income from continuing operations, net of tax	$	244,834		$	245,838		$	360,515		$	316,001
Discontinued operations, net of tax	(11		)	9,521			(1,604		)	10,908
Net income attributable to common shareholders	$	244,823		$	255,359		$	358,911		$	326,909

EX-99.2

Exhibit 99.2

Last updated 11/2/12

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended September 30, 2012 and 2011

		3 Months Ended September 30,									9 Months Ended September 30,
Line		2012			2011			Incr (Decr)			2012			2011			Incr (Decr)
	EARNINGS CONTRIBUTION BY SUBSIDIARY (Dollars in Millions)
1	Arizona Public Service	$	256		$	254		$	2		$	392		$	342		$	50
2	El Dorado	(2		)	—			(2		)	(2		)				(2		)
3	Parent Company	(1		)	(1		)	—			(6		)	(6		)	—
4	Income From Continuing Operations	253			253			—			384			336			48
	Income (Loss) From Discontinued Operations - Net of Tax
5	SunCor	—			(2		)	2			(1		)	(2		)	1
6	Other	—			11			(11		)	—			13			(13		)
7	Total	—			9			(9		)	(1		)	11			(12		)
8	Net Income	253			262			(9		)	383			347			36
9	Less: Net Income Attributable to Noncontrolling Interests	8			7			1			24			20			4
10	Net Income Attributable to Common Shareholders	$	245		$	255		$	(10	)	$	359		$	327		$	32
	EARNINGS PER SHARE BY SUBSIDIARY - DILUTED
11	Arizona Public Service	$	2.31		$	2.31		$	—		$	3.55		$	3.12		$	0.43
12	El Dorado	(0.02		)	—			(0.02		)	(0.02		)	—			(0.02		)
13	Parent Company	(0.01		)	—			(0.01		)	(0.06		)	(0.06		)	—
14	Income From Continuing Operations	2.28			2.31			(0.03		)	3.47			3.06			0.41
	Income (Loss) From Discontinued Operations - Net of Tax
15	SunCor	—			(0.02		)	0.02			(0.01		)	(0.02		)	0.01
16	Other	—			0.10			(0.10		)	—			0.12			(0.12		)
17	Total	—			0.08			(0.08		)	(0.01		)	0.10			(0.11		)
18	Net Income	2.28			2.39			(0.11		)	3.46			3.16			0.30
19	Less: Net Income Attributable to Noncontrolling Interests	0.07			0.07			—			0.21			0.18			0.03
20	Net Income Attributable to Common Shareholders	$	2.21		$	2.32		$	(0.11	)	$	3.25		$	2.98		$	0.27
21	BOOK VALUE PER SHARE	$	37.01		$	35.67		$	1.34		$	37.01		$	35.67		$	1.34
	COMMON SHARES OUTSTANDING (Thousands)
22	Average - Diluted	110,655			109,861			794			110,420			109,683			737
23	End of Period	109,589			109,171			418			109,589			109,171			418

See Glossary of Terms.

Page 1 of 4

Last updated 11/2/12

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended September 30, 2012 and 2011

		3 Months Ended September 30,							9 Months Ended September 30,
Line		2012		2011		Incr (Decr)			2012		2011		Incr (Decr)
	ELECTRIC OPERATING REVENUES (Dollars in Millions)
	REGULATED ELECTRICITY SEGMENT
	Retail
24	Residential	$	606	$	622	$	(16	)	$	1,296	$	1,255	$	41
25	Business	436		440		(4		)	1,129		1,119		10
26	Total retail	1,042		1,062		(20		)	2,425		2,374		51
	Wholesale revenue on delivered electricity
27	Traditional contracts	17		24		(7		)	51		55		(4		)
28	Off-system sales	27		14		13			64		47		17
29	Transmission for others	10		8		2			23		24		(1		)
30	Other miscellaneous services	9		16		(7		)	40		71		(31		)
31	Total regulated operating electricity revenues	1,105		1,124		(19		)	2,603		2,571		32
	MARKETING AND TRADING
32	Electricity and other commodity sales	—		—		—			—		—		—
33	Total operating electric revenues	$	1,105	$	1,124	$	(19	)	$	2,603	$	2,571	$	32
	ELECTRIC SALES (GWH)
	REGULATED ELECTRICITY SEGMENT
	Retail sales
34	Residential	4,819		5,072		(253		)	10,705		10,692		13
35	Business	4,245		4,360		(115		)	11,357		11,380		(23		)
36	Total retail	9,064		9,432		(368		)	22,062		22,072		(10		)
	Wholesale electricity delivered
37	Traditional contracts	161		361		(200		)	658		774		(116		)
38	Off-system sales	911		550		361			2,429		1,886		543
39	Retail load hedge management	140		53		87			220		122		98
40	Total regulated electricity	10,276		10,396		(120		)	25,369		24,853		516
	MARKETING AND TRADING
41	Wholesale sales of electricity	—		—		—			—		—		—
42	Total electric sales	10,276		10,396		(120		)	25,369		24,853		516

See Glossary of Terms.

Page 2 of 4

Last updated 11/2/12

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended September 30, 2012 and 2011

		3 Months Ended September 30,						9 Months Ended September 30,
Line		2012		2011		Incr (Decr)		2012		2011		Incr (Decr)
	AVERAGE ELECTRIC CUSTOMERS
	Retail customers
43	Residential	1,000,860		989,036		11,824		1,003,255		993,777		9,478
44	Business	127,359		126,118		1,241		127,066		125,823		1,243
45	Total	1,128,219		1,115,154		13,065		1,130,321		1,119,600		10,721
46	Wholesale customers	51		45		6		49		46		3
47	Total customers	1,128,270		1,115,199		13,071		1,130,370		1,119,646		10,724
48	Customer growth (% over prior year)	1.2	%	0.4	%	0.8	%	1.0	%	0.4	%	0.6	%
	RETAIL SALES (GWH) - WEATHER NORMALIZED
49	Residential	4,886		4,849		37		10,702		10,707		(5	)
50	Business	4,305		4,326		(21	)	11,386		11,425		(39	)
51	Total	9,191		9,175		16		22,088		22,132		(44	)
	RETAIL USAGE (KWh/Average Customer)
52	Residential	4,815		5,128		(313	)	10,670		10,759		(89	)
53	Business	33,330		34,570		(1,240	)	89,375		90,442		(1,067	)
	RETAIL USAGE - WEATHER NORMALIZED (KWh/Average Customer)
54	Residential	4,881		4,902		(21	)	10,667		10,775		(108	)
55	Business	33,806		34,304		(498	)	89,611		90,800		(1,189	)
	ELECTRICITY DEMAND (MW)
56	Native load peak demand	7,212		7,087		125		7,212		7,087		125
	WEATHER INDICATORS - RESIDENTIAL
	Actual
57	Cooling degree-days	1,170		1,383		(213	)	1,738		1,758		(20	)
58	Heating degree-days	—		—		—		426		614		(188	)
59	Average humidity	34	%	27	%	7	%	26	%	21	%	5	%
	10-Year Averages
60	Cooling degree-days	1,234		1,234		—		1,733		1,733		—
61	Heating degree-days	—		—		—		513		513		—
62	Average humidity	29	%	29	%	—		24	%	24	%	—

See Glossary of Terms.

Page 3 of 4

Last updated 11/2/12

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended September 30, 2012 and 2011

		3 Months Ended September 30,						9 Months Ended September 30,
Line		2012		2011		Incr (Decr)		2012		2011		Incr (Decr)
	ENERGY SOURCES (GWH)
	Generation production
63	Nuclear	2,482		2,435		47		7,178		7,061		117
64	Coal	2,990		3,382		(392	)	7,938		9,319		(1,381	)
65	Gas, oil and other	2,490		1,991		499		5,914		4,030		1,884
66	Total generation production	7,962		7,808		154		21,030		20,410		620
	Purchased power
67	Firm load	2,662		2,867		(205	)	5,519		4,497		1,022
68	Marketing and trading	74		269		(195	)	244		1,697		(1,453	)
69	Total purchased power	2,736		3,136		(400	)	5,763		6,194		(431	)
70	Total energy sources	10,698		11,082		(246	)	26,793		26,604		189
	POWER PLANT PERFORMANCE
	Capacity Factors
71	Nuclear	98	%	96	%	2	%	95	%	94	%	1	%
72	Coal	77	%	88	%	(11	)%	69	%	81	%	(12	)%
73	Gas, oil and other	33	%	26	%	7	%	26	%	18	%	8	%
74	System average	57	%	54	%	3	%	50	%	50	%	—
	ECONOMIC INDICATORS
	Building Permits (a)
75	Metro Phoenix	3,678		3,065		613		9,921		6,569		3,352
	Arizona Job Growth (b)
76	Payroll job growth (% over prior year)	2.3	%	1.4	%	0.9	%	2.0	%	0.9	%	1.1	%
77	Unemployment rate (%, seasonally adjusted)	8.3	%	9.5	%	(1.2	)%	8.4	%	9.6	%	(1.2	)%

Sources:

(a)    RL Brown Housing Reports — Builder’s Research Institute, LLC  Home Builder’s Marketing, Inc.

(b)    Arizona Department of Economic Security

See Glossary of Terms.

Page 4 of 4

EX-99.3

Exhibit 99.3

3rd Quarter 2012 Results

Forward-Looking Statements 2 This presentation contains forward-looking statements based on current expectations, including statements regarding our earnings guidance and financial outlook and goals. 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 Pinnacle West or APS. These factors include, but are not limited to: our ability to manage capital expenditures and operations and maintenance costs while maintaining reliability and customer service levels; variations in demand for electricity, including those due to weather, the general economy, customer and sales growth (or decline), and the effects of energy conservation measures and distributed generation; power plant and transmission system performance and outages; volatile fuel and purchased power costs; fuel and water supply availability; our ability to achieve timely and adequate rate recovery of our costs, including returns on debt and equity capital; regulatory and judicial decisions, developments and proceedings; new legislation or regulation, including those relating to environmental requirements and nuclear plant operations; our ability to meet renewable energy and energy efficiency mandates and recover related costs; risks inherent in the operation of nuclear facilities, including spent fuel disposal uncertainty; competition in retail and wholesale power markets; the duration and severity of the economic decline in Arizona and current real estate market conditions; the cost of debt and equity capital and the ability to access capital markets when required; changes to our credit ratings; the investment performance of the assets of our nuclear decommissioning trust, pension, and other postretirement benefit plans and the resulting impact on future funding requirements; the liquidity of wholesale power markets and the use of derivative contracts in our business; potential shortfalls in insurance coverage; new accounting requirements or new interpretations of existing requirements; generation, transmission and distribution facility and system conditions and operating costs; the ability to meet the anticipated future need for additional baseload generation and associated transmission facilities in our region; the willingness or ability of our counterparties, power plant participants and power plant land owners to meet contractual or other obligations or extend the rights for continued power plant operations; technological developments affecting the electric industry; and restrictions on dividends or other provisions in our credit agreements and Arizona Corporation Commission orders. These and other factors are discussed in Risk Factors described in Part I, Item 1A of the Pinnacle West/APS Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which you should review carefully before placing any reliance on our financial statements, disclosures or earnings outlook. Neither Pinnacle West nor APS assumes any obligation to update these statements, even if our internal estimates change, except as required by law.

In this presentation, references to net income and earnings per share (EPS) refer to amounts attributable to common shareholders. We present “gross margin” per diluted share of common stock. Gross margin refers to operating revenues less fuel and purchased power expenses. Gross margin is a “non-GAAP financial measure,” as defined in accordance with SEC rules. The appendix contains a reconciliation of this non-GAAP financial measure to the referenced revenue and expense line items on our Consolidated Statements of Income, which are the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States of America (GAAP). We view gross margin as an important performance measure of the core profitability of our operations. We refer to “on-going earnings” in this presentation, which is also a non-GAAP financial measure. We believe on-going earnings provide investors with a useful indicator of our results that is comparable among periods because it excludes the effects of unusual items that may occur on an irregular basis. Reconciliations of on-going earnings to our net income attributable to common shareholders are included in this presentation. Investors should note that these non-GAAP financial measures may involve judgments by management, including whether an item is classified as an unusual item. These measures are key components of our internal financial reporting and are used by our management in analyzing the operations of our business. We believe that investors benefit from having access to the same financial measures that management uses. Amounts Attributable to Common Shareholders and Non-GAAP Financial Measures 3

CEO Discussion Agenda Improving regulatory environment Selective capital investments Maintaining operational excellence Looking ahead 4

CFO Agenda 3rd quarter results Arizona economic outlook Earnings guidance and financial outlook 5

Per Share Net Income On-Going Earnings Per Share 6 Consolidated EPS Comparisons 3rd Quarter 2012 vs. 3rd Quarter 2011

Non-GAAP EPS Reconciliation 3rd Quarter 2012 vs. 3rd Quarter 2011 7 3rd Qtr 3rd Qtr 2012 2011 Change EPS as reported 2.21 $ 2.32 $ (0.11) $ Less income from discontinued operations - (0.08) 0.08 On-going EPS 2.21 $ 2.24 $ (0.03) $ 

Higher gross margin* $0.16 Lower infrastructure-related costs $0.04 Higher O&M* $(0.10) Net Decrease $(0.03) = * Excludes costs, and offsetting operating revenues, associated with renewable energy (net of AZ Sun), energy efficiency and similar regulatory programs. See non-GAAP reconciliation for gross margin in appendix. On-Going EPS Variances 3rd Quarter 2012 vs. 3rd Quarter 2011 Other, net $(0.04) 8 Lower prior-year effective tax rate $(0.09)

Gross Margin EPS Drivers 3rd Quarter 2012 vs. 3rd Quarter 2011 Net Increase $0.16 = See non-GAAP reconciliation in appendix. Lower retail kWh sales $(0.02) Retail transmission revenue increase $0.09 9 2012 regulatory settlement $0.21 Weather effects $(0.17) Other, net $0.05

YTD Arizona Economic Indicators Employment & Excess Housing Year-Over-Year Change Non-Farm Job Growth 10 Metro Phoenix Excess Housing APS Service Territory YTD

Arizona Economic Indicators Metro Phoenix Housing Prices & Nonresidential Vacancy Value Relative to Jan ‘05 Home Prices Nonresidential Building Vacancy Vacancy Rate Office Retail 11 YTD YTD

Consolidated Financial Outlook As of November 2, 2012 12 On-Going EPS See key factors and assumptions in appendix. $2.99 $3.35 – $ 3.50 Guidance Dividend Growth Indicated Annual Dividend Rate at Year-End 4% Increase* * Increase effective 4th quarter 2012

Consolidated Financial Outlook As of November 2, 2012 13 Projected Consolidated Earned ROE Goal 8.8% At Least 9.5%

 Appendix

2012 On-Going EPS Guidance Key Factors & Assumptions as of November 2, 2012 Electricity gross margin* (operating revenues, net of fuel and purchased power expenses) about $2.13 billion to $2.18 billion Retail customer growth about 1% Weather-normalized retail electricity sales volume slightly below prior year taking into account effects of customer conservation and energy efficiency and distributed renewable generation initiatives Actual weather for first 9 months of year and normal weather patterns for remainder of year Operating expenses* (operations and maintenance, depreciation and amortization, and taxes other than income taxes) about $1.32 billion to $1.35 billion (which was previously $1.33 billion to $1.36 billion) Interest expense, net of allowances for borrowed and equity funds used during construction, about $180 million to $190 million Net income attributable to noncontrolling interests about $30 million to $35 million Effective tax rate about 35% * Excludes O&M of $127 million, and offsetting operating revenues, associated with renewable energy and energy efficiency programs 15

2012-2015 Financial Outlook Key Drivers & Assumptions as of November 2, 2012 16 2012 retail rate settlement effective July 1, 2012 Revenue provisions Retail base rate changes effective July 1, 2012 Adjustment mechanisms Four Corners acquisition AZ Sun additions to flow through RES until next base rate case Lost Fixed Cost Recovery (LFCR) mechanism assumed to offset 30-40% of revenues lost due to ACC-mandated energy efficiency and distributed renewable generation initiatives Environmental Improvement Surcharge (EIS) assumed to recover up to $5 million annually of carrying costs for government-mandated environmental capital expenditures Cost mitigation provisions Power Supply Adjustor (PSA) – 100% pass-through Potential property tax deferrals – assume 60% of property tax increases relate to tax rates, therefore, will be eligible for deferrals Deferral rates: 25% in 2012; 50% in 2013; 75% in 2014 and thereafter (continued)

2012-2015 Financial Outlook Key Drivers & Assumptions as of November 2, 2012 (cont.) 17 Modestly improving Arizona and U.S. economic conditions Retail customer growth to average 2% annually Weather-normalized retail electricity sales volume growth: Relatively flat after customer conservation and energy efficiency and distributed renewable generation initiatives Average 2.5% annually before customer conservation and energy efficiency and distributed renewable generation initiatives Rate base growth to average 6% annually AZ Sun Program – additional 150 MW placed into service in 2012-2015 Transmission rate increases (FERC formula rates and retail adjustor) Four Corners cost deferrals between dates acquired and included in retail rates Company-wide operating and capital cost management Financing to maintain balanced capital structure for credit ratings and year-end 2014 retail rate case test year Interest rates Normal weather (except actual for first 9 months of 2012)

Non-GAAP EPS Reconciliation Consolidated On-Going EPS Guidance Year 2011 Year 2012 Actual Guidance* Net income attributable to common shareholders $ 3.09 Less income (loss) from discontinued operations: Real estate (0.01) Energy services business 0.11 On-going EPS $ 2.99 $ 3.35 - $3.50 18 * As of November 2, 2012

2012 Retail Rate Case Settlement Key Financial Provisions – Base Rate Changes The provisions of the settlement became effective July 1, 2012, as originally requested by APS. 19 Annualized Base Rate Revenue Changes ($ millions) Non-fuel base rate increase $ 116.3 Fuel-related base rate decrease (153.1) Revenues related to AZ Sun and other solar projects to be transferred from Renewable Energy Surcharge to base rates 36.8 Net base rate change $ -0-

Other key provisions provide customers rate stability while continuing constructive regulatory treatment and limiting regulatory lag. 20 2012 Retail Rate Case Settlement Key Proposals – Other than Base Rates Post test-year plant additions – 15 months’ additions included in rate base Constructive new or modified adjustment mechanisms Lost Fixed Cost Recovery (LFCR) rate mechanism to address ratemaking effects of energy efficiency and distributed renewable energy Power Supply Adjustor (PSA) – 100% pass-through Transmission Cost Adjustor (TCA) – streamlined for future rate changes Environmental Improvement Surcharge (EIS) – recovery of certain carrying costs for government-mandated environmental capital expenditures Four Corners transaction – procedure to allow APS to request related rate adjustments, if transaction consummated Property tax expense deferrals for future tax rate changes Current PSA credit on customer bills to continue until February 1, 2013, rather than reset when base rate changes became effective July 1, 2012 Next general rate case may be filed on or after May 31, 2015 for rates to become effective on or after July 1, 2016 (4-year stay-out)

Updated rate base, cost of capital and fuel prices underpin settlement amounts. 21 2012 Retail Rate Case Settlement Key Financial Assumptions Rate base $5.7 billion Allowed return on equity 10% Capital structure Long-term debt 46.1% Common equity 53.9% Base fuel rate (¢/kWh) 3.21¢ Projected fuel-price year for base fuel rate 2012 Test year ended December 31, 2010 adjusted for post-test year plant additions

APS AZ Sun Program Up to 200 MW utility-scale photovoltaic solar plants to be owned by APS In service 2011 through 2015 Constructive rate recovery through RES until included in base rates Commitments to date: 118 MW with $504 million estimated capital investment Project summary 50 MW in commercial operation to date Planning and procurement under way for additional projects Name Net Capacity Actual or Target Operation Date Paloma 17 MW Sept. 2011 Cotton Center 17 MW Oct. 2011 Hyder I Phase 1 11 MW Oct. 2011 Hyder I Phase 2 5 MW Feb. 2012 Chino Valley 19 MW 4Q 2012 Yuma Foothills Phase 1 17 MW 1Q 2013 Yuma Foothills Phase 2 18 MW 4Q 2013 Hyder II 14 MW 4Q 2013 22

Four Corners Power Plant Proposed Plan Acquire Southern California Edison’s 739 MW interest in Units 4 & 5 and shut down 560 MW Units 1 – 3 Purchase price: $294 million (subject to adjustments) Estimated environmental compliance investment: $300 million Arizona, California and other regulatory approvals required Arizona and California approvals obtained New coal supply contract negotiations under way Economic, environmental and social benefits 23

Gross Margin Effects of Weather Variances Versus Normal* Pretax Millions 2011 *All periods recalculated to conform to current presentation. 24 2012 2010

Quarterly Mark-to-Market on Hedge Contracts* Pretax Millions * Related to APS 10% share under Power Supply Adjustor (PSA), net of related deferrals. 2010 2011 25 2012

Renewable Energy, Demand Side Management and Similar Regulatory Expenses* * O&M expenses related to Renewable Energy Standard and similar regulatory programs are offset by comparable revenue amounts. Pretax Millions 2010 2011 26 2012

Non-GAAP Measure Reconciliation Gross Margin 27 $ millions pretax, except per share amounts 2012 2011 Operating revenues* 1,110 $ 1,125 $ Fuel and purchased power expenses* (303) (338) Gross margin 807 787 0.11 $ Less: Renewable energy (excluding AZ Sun), energy efficiency and similar regulatory programs (35) (44) 0.05 Gross margin - adjusted 772 $ 743 $ 0.16 $ * Line items from Consolidated Statements of Income. Three Months Ended September 30, EPS Change