Lines of Credit and Short-Term Borrowings

Pinnacle West and APS maintain committed revolving credit facilities in order to enhance liquidity and provide credit support for their commercial paper programs.

The table below presents the consolidated credit facilities and the amounts available and outstanding as of December 31, 2014 (dollars in millions):



Credit Facility	Expiration	Amount Committed		Unused Amount (a)		Commitment Fees
Pinnacle West Revolving Credit Facility	May 2019	$	200	$	200	0.175	%
APS Revolving Credit Facility	May 2019	500		500		0.125	%
APS Revolving Credit Facility	April 2018	500		353		0.125	%
Total		$	1,200	$	1,053


(a)	At December 31, 2014, APS had $147 million of outstanding commercial paper. Accordingly, at such date, the total combined amount available under its two $500 million credit facilities was $853 million.

Pinnacle West

On May 9, 2014, Pinnacle West replaced its $200 million revolving credit facility that would have matured in November 2016, with a new $200 million facility that matures in May 2019. At December 31, 2014, the facility was available to refinance indebtedness of the Company and for other general corporate purposes, including credit support for its $200 million commercial paper program. Pinnacle West has the option to increase the amount of the facility up to a maximum of $300 million upon the satisfaction of certain conditions and with the consent of the lenders. At December 31, 2014, Pinnacle West had no outstanding borrowings under its credit facility, no letters of credit outstanding and no commercial paper borrowings.

APS

On May 9, 2014, APS refinanced its $500 million revolving credit facility that would have matured in November 2016, with a new $500 million facility that matures in May 2019.

At December 31, 2014, APS had two credit facilities totaling $1 billion, including a $500 million credit facility that matures in April 2018 and a $500 million credit facility that matures in May 2019 (see above). APS may increase the amount of each facility up to a maximum of $700 million upon the satisfaction of certain conditions and with the consent of the lenders. APS will use these facilities to refinance indebtedness and for other general corporate purposes. Interest rates are based on APS’s senior unsecured debt credit ratings.

The facilities described above are available to support APS’s $250 million commercial paper program, for bank borrowings or for issuances of letters of credit. At December 31, 2014, APS had no outstanding borrowings or letters of credit under its revolving credit facilities. In addition, APS had commercial paper borrowings of $147 million at December 31, 2014.

The table below presents the consolidated credit facilities and the amounts available and outstanding as of December 31, 2013 (dollars in millions):



Credit Facility	Expiration	Amount Committed		Unused Amount (a)		Commitment Fees
Pinnacle West Revolving Credit Facility	November 2016	$	200	$	200	0.175	%
APS Revolving Credit Facility	November 2016	500		347		0.125	%
APS Revolving Credit Facility	April 2018	500		500		0.125	%
Total		$	1,200	$	1,047


(a)	At December 31, 2013, APS had $153 million of outstanding commercial paper. Accordingly, at such date the total combined amount available under its two $500 million credit facilities was $847 million.

Pinnacle West

At December 31, 2013, the Pinnacle West credit facility, which matures in November 2016, was available to refinance indebtedness of the Company and for other general corporate purposes, including credit support for its $200 million commercial paper program. Pinnacle West has the option to increase the amount of the facility up to a maximum of $300 million upon the satisfaction of certain conditions and with the consent of the lenders. At December 31, 2013, Pinnacle West had no outstanding borrowings under its credit facility, no letters of credit and no commercial paper borrowings.

APS

On April 9, 2013, APS refinanced its $500 million revolving credit facility that would have matured in February 2015, with a new $500 million facility. The new revolving credit facility matures in April 2018.

At December 31, 2013, APS had two credit facilities totaling $1 billion, including a $500 million credit facility that was refinanced in April 2013 (see above) and a $500 million credit facility that matures in November 2016. APS may increase the amount of each facility up to a maximum of $700 million upon the satisfaction of certain conditions and with the consent of the lenders. APS can use these facilities to refinance indebtedness and for other general corporate purposes. Interest rates are based on APS’s senior unsecured debt credit ratings.

The facilities described above are available to support APS’s $250 million commercial paper program, for bank borrowings or for issuances of letters of credit. At December 31, 2013, APS had no outstanding borrowings or letters of credit under its revolving credit facilities. In addition, APS had commercial paper borrowings of $153 million at December 31, 2013.

See “Financial Assurances” in Note 10 for a discussion of APS’s separate outstanding letters of credit.

Debt Provisions

Although provisions in APS’s articles of incorporation and ACC financing orders establish maximum amounts of preferred stock and debt that APS may issue, APS does not expect any of these provisions to limit its ability to meet its capital requirements. On February 6, 2013, the ACC issued a financing order in which, subject to specified parameters and procedures, it (a) approved APS’s short-term debt authorization equal to a sum of (i) 7% of APS’s capitalization, and (ii) $500 million (which is required to be used for costs relating to purchases of natural gas and power), (b) approved an increase in APS’s long-term debt authorization from $4.2 billion to $5.1 billion in light of the projected growth of APS and its customer base and the resulting projected financing needs, and (c) authorized APS to enter into derivative financial instruments for the purpose of managing interest rate risk associated with its long- and short-term debt. This financing order is set to expire on December 31, 2017.