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):  June 30, 2011

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 August 2, 2011, Pinnacle West Capital Corporation (the “Company” or “Pinnacle West”) issued a press release regarding its financial results for the fiscal quarter ended June 30, 2011 and its earnings outlook for 2011.  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 August 2, 2011.  This information contains Company operating results for the fiscal quarter ended June 30, 2011 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 August 2, 2011.
99.2	Pinnacle West APS	Pinnacle West Capital Corporation quarterly consolidated statistical summary for the three-month and six-month periods ended June 30, 2011 and 2010.
99.3	Pinnacle West APS	Pinnacle West Capital Corporation 2nd Quarter 2011 Results slide presentation accompanying August 2, 2011 conference call.

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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:	August 2, 2011	By:	/s/ James R. Hatfield
			James R. Hatfield
			Senior Vice President and Chief Financial Officer
		ARIZONA PUBLIC SERVICE COMPANY (Registrant)
Dated:	August 2, 2011	By:	/s/ James R. Hatfield
			James R. Hatfield
			Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.	Registrant(s)	Description
99.1	Pinnacle West APS	Earnings News Release issued on August 2, 2011.
99.2	Pinnacle West APS	Pinnacle West Capital Corporation quarterly consolidated statistical summary for the three-month and six-month periods ended June 30, 2011 and 2010.
99.3	Pinnacle West APS	Pinnacle West Capital Corporation 2nd Quarter 2011 Results slide presentation accompanying August 2, 2011 conference call.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE		August 2, 2011
Media Contact: Analyst Contacts:	Alan Bunnell, (602) 250-3376 Rebecca Hickman, (602) 250-5668 Geoffrey Wendt, (602) 250-5643
Web site:	pinnaclewest.com

PINNACLE WEST REPORTS SECOND-QUARTER RESULTS

·Unusually mild weather and higher infrastructure-related costs reduced quarter-versus-quarter earnings

·Higher retail electricity sales and lower operations and maintenance expenses help offset negative variables

·Company revises 2011 earnings guidance

PHOENIX — Pinnacle West Capital Corp. (NYSE: PNW) today reported consolidated net income attributable to common shareholders of $86.7 million, or $0.79 per diluted share of common stock, for the quarter ended June 30, 2011. This result compares with net income attributable to common shareholders of $114.8 million, or $1.07 per diluted share, for the same quarter in 2010.

Excluding results of discontinued operations, Pinnacle West’s consolidated on-going earnings in the 2011 second quarter were $86.0 million, or $0.78 per share, compared with on-going earnings of $88.5 million or $0.82 per share, in the same period a year ago. On-going earnings for both periods exclude results of discontinued operations primarily related to APS Energy Services, the Company’s unregulated energy services subsidiary. A reconciliation of reported earnings to on-going earnings is provided at the end of this release.

“Temperatures significantly below historical averages adversely impacted our second-quarter results, as well as our full-year earnings outlook,” said Pinnacle West Chairman, President and Chief Executive Officer Don Brandt. “This quarter’s extremely mild weather reduced retail sales, and the trend continued through most of July.

“Operationally, we remain committed to our strategies to create value for customers and investors by maintaining excellence in operations, investing in Arizona’s sustainable energy future, cultivating an improving regulatory framework and strengthening our financial profile.”

1

The second-quarter on-going results comparison was impacted negatively by the following factors:

·Unusually mild weather, especially in May and June, decreased the quarterly results by $0.02 per share compared to the 2010 second quarter, during which abnormally mild weather adversely affected earnings by $0.15 per share compared with historically normal conditions. In the 2011 second quarter, there were 375 residential cooling-degree days (a proxy for the effects of weather) — 26.8 percent less than normal and 1.6 percent less than the year-ago second quarter.

·Higher infrastructure-related costs decreased earnings by $0.07 per share, primarily related to higher property taxes and increased depreciation and amortization.

These factors were offset in part by the following positive items:

·Lower operations and maintenance expenses, primarily due to the timing and level of planned maintenance at the Company’s fossil-fueled generating plants, improved earnings by $0.03 per share. The variance excludes costs associated with renewable energy, demand-side management and similar regulatory programs, which are offset by comparable amounts of operating revenues.

·Higher retail customer sales — excluding the effects of weather variations, but including effects of energy efficiency programs — improved earnings by $0.02 per share. The increase was primarily related to higher electricity consumption by residential customers, reflecting continuing stabilization of the Arizona economy. Total weather-normalized retail electricity sales grew 0.7 percent compared to the same period a year ago. Likewise, Arizona Public Service Co.’s (APS) customer base increased about 0.3 percent over the same timeframe.

APS, the Company’s principal subsidiary, reported a 2.8 percent decrease in net income attributable to common shareholder. For the 2011 second-quarter, APS earned $87.7 million compared with income of $90.2 million in the similar 2010 period.

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2011 Earnings Outlook

Pinnacle West expects its 2011 consolidated on-going earnings will be in the range of $2.75 to $2.90 per diluted share. The Company lowered its expectations from a range of $3.00 to $3.15 per diluted share primarily because of abnormally mild weather in the first seven months of the year and higher estimated property taxes, partially offset by lower estimated interest expense.

Key factors and assumptions underlying the outlook remain unchanged, except for the following:

·Actual weather for the first seven months of the year and normal weather patterns for the remainder of the year;

·Total electricity gross margin (operating revenues, net of fuel and purchased power expenses, excluding Renewable Energy Surcharge and similar rate adjustors) of about $2.01 billion to $2.06 billion, which was previously expected to be $2.05 billion to $2.10 billion;

·Operating expenses (operations and maintenance, excluding costs for Renewable Energy Standard and similar regulatory programs; depreciation and amortization; and taxes other than income taxes) of about $1.33 billion to $1.36 billion, which were previously expected to be $1.32 billion to $1.35 billion; and

·Interest expense, net of allowances for borrowed and equity funds used during construction, of about $195 million to $205 million, which was previously expected to be $200 million to $210 million.

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 2011 second-quarter results, as well as recent developments, at 12 noon (ET) today, August 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 11:55 p.m. (ET), Tuesday, August 9, 2011, by calling (877) 660-6853 in the U.S. and Canada or (201) 678-7415 internationally and entering Account number 286, followed by Conference ID number 374825.

General Information

Pinnacle West Capital, an energy holding company based in Phoenix, has consolidated assets of about $12.5 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.

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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 June 30, 2011						Three Months Ended June 30, 2010
	Dollars in Millions			Diluted EPS			Dollars in Millions			Diluted EPS
Net Income Attributable to Common Shareholders	$	86.7		$	0.79		$	114.8		$	1.07
Adjustment:
Discontinued operations, primarily related to APS Energy Services	(0.7		)	(0.01		)	(26.3		)	(0.25		)
On-going Earnings	$	86.0		$	0.78		$	88.5		$	0.82

NON-GAAP FINANCIAL INFORMATION

In this press release, we refer to “on-going earnings (loss).” On-going earnings is a “non-GAAP financial measure,” as defined in accordance with U.S. Securities and Exchange Commission rules. We believe on-going earnings (loss) 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 (loss), 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 2011 earnings outlook.  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 achieve timely and adequate rate recovery of our costs, including returns on debt and equity capital;

·our ability to manage capital expenditures and other 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;

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·power plant performance and outages;

·volatile fuel and purchased power costs;

·fuel and water supply availability;

·regulatory and judicial decisions, developments and proceedings;

·new legislation or regulation including those relating to greenhouse gas emissions, renewable energy mandates, nuclear plant operations and energy efficiency standards;

·our ability to meet renewable energy requirements 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 Item 1A of the Pinnacle West/APS Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and in Part II, Item 1A of the Pinnacle West/APS Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, which readers should review carefully before placing any reliance on our financial statements, disclosures or our 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.

#  #  #

5

PINNACLE WEST CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

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

	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30,						JUNE 30,
	2011			2010			2011			2010
Operating Revenues
Regulated electricity segment	$	798,669		$	799,416		$	1,446,643		$	1,410,841
Other revenues	1,130			3,379			2,003			4,216
Total	799,799			802,795			1,448,646			1,415,057
Operating Expenses
Regulated electricity segment fuel and purchased power	244,049			251,800			456,056			467,340
Operations and maintenance	210,590			213,609			465,619			419,922
Depreciation and amortization	106,617			102,995			213,200			203,629
Taxes other than income taxes	40,155			31,682			77,779			63,405
Other expenses	1,396			1,325			3,216			2,403
Total	602,807			601,411			1,215,870			1,156,699
Operating Income	196,992			201,384			232,776			258,358
Other
Allowance for equity funds used during construction	5,924			5,504			11,319			10,893
Other income	557			943			2,247			1,892
Other expense	(3,186		)	(5,650		)	(4,927		)	(7,176		)
Total	3,295			797			8,639			5,609
Interest Expense
Interest charges	60,140			60,751			121,217			121,518
Allowance for borrowed funds used during construction	(3,856		)	(3,072		)	(7,432		)	(6,091		)
Total	56,284			57,679			113,785			115,427
Income From Continuing Operations Before Income Taxes	144,003			144,502			127,630			148,540
Income Taxes	50,818			51,188			44,813			43,535
Income From Continuing Operations	93,185			93,314			82,817			105,005
Income From Discontinued Operations
Net of Income Taxes	654			26,252			1,348			13,664
Net Income	93,839			119,566			84,165			118,669
Less: Net income attributable to noncontrolling interests	7,154			4,769			12,615			9,886
Net Income Attributable To Common Shareholders	$	86,685		$	114,797		$	71,550		$	108,783
Weighted-Average Common Shares Outstanding - Basic	109,044			107,355			108,939			104,431
Weighted-Average Common Shares Outstanding - Diluted	109,718			107,764			109,540			104,857
Earnings Per Weighted-Average Common Share Outstanding
Income from continuing operations attributable to common shareholders - basic	$	0.79		$	0.82		$	0.64		$	0.91
Net income attributable to common shareholders - basic	$	0.80		$	1.07		$	0.66		$	1.04
Income from continuing operations attributable to common shareholders - diluted	$	0.78		$	0.82		$	0.64		$	0.91
Net income attributable to common shareholders - diluted	$	0.79		$	1.07		$	0.65		$	1.04
Amounts Attributable To Common Shareholders
Income from continuing operations, net of tax	$	86,001		$	88,536		$	70,163		$	95,099
Discontinued operations, net of tax	684			26,261			1,387			13,684
Net income attributable to common shareholders	$	86,685		$	114,797		$	71,550		$	108,783

EX-99.2

Exhibit 99.2

Last Updated 8/2/2011

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended June 30, 2011 and 2010

		3 Months Ended June						6 Months Ended June
Line		2011		2010		Incr (Decr)		2011		2010		Incr (Decr)
	EARNINGS CONTRIBUTION BY SUBSIDIARY ($ Millions)
1	Arizona Public Service	$	95	$	95	$	—	$	88	$	111	$	(23)
2	APS Energy Services			—		—		—		—		—
3	SunCor			—		—		—		—		—
4	El Dorado			—		—		—		—		—
5	Parent Company	(2)		(2)		—		(5)		(6)		1
6	Income From Continuing Operations	93		93		—		83		105		(22)
	Income (Loss) From Discontinued    Operations - Net of Tax
7	SunCor	—		(2)		2		—		(23)		23
8	Other	1		29		(28)		1		37		(36)
9	Total	1		27		(26)		1		14		(13)
10	Net Income	94		120		(26)		84		119		(35)
11	Less: Net Income (Loss) Attributable    to Noncontrolling Interests	7		5		2		12		10		2
12	Net Income Attributable    to Common Shareholders	$	87	$	115	$	(28)	$	72	$	109	$	(37)
	EARNINGS PER SHARE BY SUBSIDIARY - DILUTED
13	Arizona Public Service	$	0.86	$	0.88	$	(0.02)	$	0.81	$	1.06	$	(0.25)
14	APS Energy Services	—		—		—		—		—		—
15	SunCor	—		—		—		—		—		—
16	El Dorado	—		—		—		—		—		—
17	Parent Company	(0.01)		(0.02)		0.01		(0.05)		(0.06)		0.01
18	Income From Continuing Operations	0.85		0.86		(0.01)		0.76		1.00		(0.24)
	Income (Loss) From Discontinued    Operations - Net of Tax
19	SunCor	—		(0.02)		0.02		—		(0.22)		0.22
20	Other	0.01		0.27		(0.26)		0.01		0.35		(0.34)
21	Total	0.01		0.25		(0.24)		0.01		0.13		(0.12)
22	Net Income	0.86		1.11		(0.25)		0.77		1.13		(0.36)
23	Less: Net Income (Loss) Attributable   to Noncontrolling Interests	0.07		0.04		0.03		0.12		0.09		0.03
24	Net Income Attributable   to Common Shareholders	$	0.79	$	1.07	$	(0.28)	$	0.65	$	1.04	$	(0.39)
25	BOOK VALUE PER SHARE	$	33.13	$	32.07	$	1.06	$	33.13	$	32.07	$	1.06
	COMMON SHARES OUTSTANDING  (Thousands)
26	Average - Diluted	109,718		107,764		1,954		109,540		104,857		4,683
27	End of Period	109,090		108,511		579		109,090		108,511		579

See Glossary of Terms. Page 1 of 4

Last Updated     8/2/2011      

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended June 30, 2011 and 2010

		3 Months Ended June									6 Months Ended June
Line		2011			2010			Incr (Decr)			2011			2010			Incr (Decr)
	ELECTRIC OPERATING REVENUES (Dollars in Millions)
	REGULATED ELECTRICITY SEGMENT
	Retail
28	Residential	$	360		$	360		$	(0	)	$	633		$	627		$	6
29	Business	380			383			(3		)	679			672			7
30	Total retail	740			743			(3		)	1,312			1,299			13
	Wholesale revenue on delivered electricity
31	Traditional contracts	20			16			4			31			34			(3		)
32	Off-system sales	16			19			(3		)	34			35			(1		)
33	Transmission for others	8			8			(0		)	16			17			(1		)
34	Other miscellaneous services	15			13			2			55			25			30
35	Total regulated operating electricity revenues	799			799			(0		)	1,447			1,410			37
	MARKETING AND TRADING
36	Electricity and other commodity sales	-			-			-			-			-			-
37	Total operating electric revenues	$	799		$	799		$	(0	)	$	1,447		$	1,410		$	37
	ELECTRIC SALES (GWH)
	REGULATED ELECTRICITY SEGMENT
	Retail sales
38	Residential	2,968			2,957			11			5,620			5,532			88
39	Business	3,746			3,719			27			7,020			6,886			134
40	Total retail	6,713			6,676			37			12,640			12,418			222
	Wholesale electricity delivered
41	Traditional contracts	270			206			64			413			361			52
42	Off-system sales	690			674			16			1,336			1,283			53
43	Retail load hedge management	38			98			(60		)	69			299			(230		)
44	Total regulated electricity	7,711			7,654			57			14,457			14,361			96
	MARKETING AND TRADING
45	Wholesale sales of electricity	-			-			-			-			-			-
46	Total electric sales	7,711			7,654			57			14,457			14,361			96
	POWER SUPPLY ADJUSTOR (“PSA”) -  REGULATED ELECTRICITY    SEGMENT (Dollars in Millions)
47	Deferred fuel and purchased power regulatory asset - beginning balance	$	(77	)	$	(105	)	$	28		$	(58	)	$	(87	)	$	29
48	Deferred fuel and purchased power costs - current period	(16		)	(21		)	5			(67		)	(65		)	(2		)
49	Interest on deferred fuel							-									-
50	Amounts recovered through revenues	39			29			10			72			56			16
51	Deferred fuel and purchased power regulatory asset - ending balance	$	(54	)	$	(97	)	$	43		$	(54	)	$	(97	)	$	43

See Glossary of Terms. Page 2 of 4

Last Updated   8/2/2011

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended June 30, 2011 and 2010

		3 Months Ended June			6 Months Ended June
Line		2011	2010	Incr (Decr)	2011	2010	Incr (Decr)
	AVERAGE ELECTRIC CUSTOMERS
	Retail customers
52	Residential	992,605	989,122	3,483	996,148	992,088	4,060
53	Business	125,760	125,533	227	125,676	125,465	211
54	Total	1,118,364	1,114,655	3,709	1,121,824	1,117,553	4,271
55	Wholesale customers	47	51	(4)	47	51	(4)
56	Total customers	1,118,411	1,114,706	3,705	1,121,871	1,117,604	4,266
57	Customer growth (% over prior year)	0.3%	0.7%	(0.4)%	0.4%	0.6%	(0.2)%
	RETAIL SALES (GWH) - WEATHER NORMALIZED
58	Residential	3,249	3,215	34	5,861	5,813	48
59	Business	3,848	3,830	18	7,111	7,035	76
60	Total	7,096	7,045	51	12,972	12,848	124
	RETAIL USAGE (KWh/Average Customer)
61	Residential	2,990	2,989	1	5,642	5,576	66
62	Business	29,784	29,628	156	55,857	54,886	971
	RETAIL USAGE - WEATHER NORMALIZED (KWh/Average Customer)
63	Residential	3,273	3,250	22	5,883	5,859	24
64	Business	30,594	30,508	86	56,584	56,073	511
	ELECTRICITY DEMAND (MW)
65	Native load peak demand	6,741	6,440	301	6,741	6,440	301
	WEATHER INDICATORS - RESIDENTIAL
	Actual
66	Cooling degree-days	375	381	(6)	375	381	(6)
67	Heating degree-days	27	19	8	614	520	94
68	Average humidity	14%	16%	(2)%	14%	16%	(3)%
	10-Year Averages
69	Cooling degree-days	512	512	-	512	512	-
70	Heating degree-days	13	13	-	513	513	-
71	Average humidity	18%	18%	-	18%	18%	0%

See Glossary of Terms. Page 3 of 4

Last Updated   8/2/2011

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended June 30, 2011 and 2010

		3 Months Ended June			6 Months Ended June
Line		2011	2010	Incr (Decr)	2011	2010	Incr (Decr)
	ENERGY SOURCES (GWH)
	Generation production
72	Nuclear	2,178	2,011	167	4,626	4,376	250
73	Coal	2,988	3,116	(128)	5,938	6,123	(185)
74	Gas, oil and other	1,197	1,196	1	2,038	2,012	26
75	Total generation production	6,363	6,323	40	12,602	12,511	91
	Purchased power
76	Firm load	1,359	1,356	3	1,976	1,827	149
77	Marketing and trading	358	423	(65)	585	844	(259)
78	Total purchased power	1,717	1,779	(62)	2,561	2,671	(110)
79	Total energy sources	8,080	8,102	(22)	15,163	15,182	(19)
	POWER PLANT PERFORMANCE
	Capacity Factors
80	Nuclear	87%	80%	7%	93%	88%	5%
81	Coal	78%	81%	(3)%	78%	81%	(3)%
82	Gas, oil and other	17%	16%	1%	15%	14%	1%
83	System average	48%	46%	2%	48%	46%	2%
	ECONOMIC INDICATORS
	Building Permits - Metro Phoenix (a)
84	Single-family	1,726	1,460	266	3,048	3,387	(339)
85	Multi-family	104	193	(89)	445	457	(12)
86	Total	1,830	1,653	177	3,493	3,844	(351)
	Arizona Job Growth (b)
87	Payroll job growth (% over prior year)	0.2%	(1.9)%	2.1%	0.1%	(3.2)%	3.3%
88	Unemployment rate (%, seasonally adjusted)	9.2%	10.0%	(0.8)%	9.4%	10.1%	(0.7)%

Sources:

(a)    Arizona Real Estate Center, Arizona State University W.P. Carey College of Business

(b)    Arizona Department of Economic Security

See Glossary of Terms Page 4 of 4

EX-99.3

Exhibit 99.3

2nd Quarter 2011 Results

Forward-Looking Statements This presentation contains forward-looking statements based on current expectations, including statements regarding our 2011 earnings outlook. 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 achieve timely and adequate rate recovery of our costs, including returns on debt and equity capital; our ability to manage capital expenditures and other 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 performance and outages; volatile fuel and purchased power costs; fuel and water supply availability; regulatory and judicial decisions, developments and proceedings; new legislation or regulation including those relating to greenhouse gas emissions, renewable energy mandates, nuclear plant operations and energy efficiency standards; our ability to meet renewable energy requirements 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 Item 1A of the Pinnacle West/APS Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and in Part II, Item 1A of the Pinnacle West/APS Quarterly Report on Form 10-Q for the quarter ended June 30, 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. Second Quarter 2011 2

In this presentation, references to net income and earnings per share refer to amounts attributable to common shareholders. We present “regulated electricity segment gross margin” per diluted share of common stock. Regulated electricity segment gross margin refers to regulated electricity segment revenues less regulated electricity segment fuel and purchased power expenses. Regulated electricity segment 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 Condensed Consolidated Statements of Income, which are the most directly comparable financial measures calculated and presented in accordance with GAAP. We view regulated electricity segment 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 available 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 Second Quarter 2011 3

CFO Agenda 2nd Quarter Results Arizona Economic Outlook 2011 Earnings Guidance Credit Ratings, Liquidity and Financing Activities Second Quarter 2011 4

Consolidated EPS Comparisons 2nd Quarter 2011 vs. 2nd Quarter 2010 Per Share Net Income On-Going Earnings Per Share Second Quarter 2011 5

Non-GAAP EPS Reconciliation 2nd Quarter 2011 vs. 2nd Quarter 2010 Second Quarter 2011 2nd Qtr 2nd Qtr 2011 2010 Change EPS as reported $ 0.79 $ 1.07 $ (0.28) Adjustment: Discontinued operations, primarily related to APS Energy Services (0.01) (0.25) 0.24 On-going EPS $ 0.78 $ 0.82 $ (0.04) 6

Regulated electricity gross margin* $0.01 Taxes other than income taxes $(0.05) O&M* $0.03 Net Decrease $(0.04) = * Excludes costs, and offsetting operating revenues, associated with renewable energy, demand-side management and similar regulatory programs. See non-GAAP reconciliation for regulated electricity gross margin in Appendix. On-Going EPS Variances 2nd Quarter 2011 vs. 2nd Quarter 2010 Depreciation and amortization $(0.02) Other, net $(0.01) Second Quarter 2011 7

Regulated Electricity Gross Margin Drivers 2nd Quarter 2011 vs. 2nd Quarter 2010 Net Increase $0.01 = Higher retail usage $0.02 Weather effects $(0.02) See non-GAAP reconciliation in Appendix. Other, net $0.01 Line extension revenues $0.01 Transmission rate decrease $(0.01) Second Quarter 2011 8

Weather Indicators 2nd Quarter 2011 vs. 2nd Quarter 2010 Actuals vs. 10-Year Average Residential Cooling Degree-Days* Average Humidity 27% below normal 375 381 512 14% 16% 18% 10-Year Average 2Q 2010 2Q 2011 * 80° F. base Second Quarter 2011 9

Arizona Economic Indicators Employment & Consumer Spending Month-to- Month Change Non-Farm Job Growth ‘05 ‘06 ‘07 ‘08 ‘09 ‘05 ‘06 ‘07 ‘08 ‘09 ‘11 ‘10 ‘10 ‘11 Year-over- Year Change Consumer Spending Second Quarter 2011 10

Consolidated On-Going EPS Outlook As of August 2, 2011 Per Share  $2.75 – $2.90**  * Reflects 2011 reclassification of APS Energy Services as discontinued operation. **See key factors and assumptions in Appendix. Second Quarter 2011  11

Credit Ratings We are disclosing these ratings to enhance understanding of our sources of liquidity and the effects of our ratings on our costs of funds. APS Parent Corporate Credit Ratings      Moody’s Baa2 Baa3      S&P BBB BBB      Fitch BBB- BBB- Senior Unsecured      Moody’s Baa2 -      S&P BBB -      Fitch BBB - Outlook      Moody’s Stable Stable      S&P Positive Positive      Fitch Stable Stable Second Quarter 2011  12

CEO Discussion Agenda Arizona Regulatory Developments Renewables and Generation Investments Utility Operations Update Looking Ahead  Second Quarter 2011  13

 Appendix Second Quarter 2011

2011 Retail Rate Case Benefits Provides financial support APS needs to achieve Arizona’s energy goals Encourages progress toward sustainable energy future Supports renewable energy and energy efficiency Continues constructive regulatory framework established in 2009 regulatory settlement Promotes rate gradualism for customers The rate case provisions contain a number of benefits for customers and shareholders. Second Quarter 2011 15

2011 Retail Rate Case Key Financial Components APS has requested a base rate increase to become effective July 1, 2012. Second Quarter 2011 Annual Revenue Change Non-fuel base rate increase $ 194.1 6.6% Amounts transferring from adjustment mechanism revenues Renewable Energy Surcharge revenues related to AZ Sun and other solar projects 44.9 Power Supply Adjustor revenues (refunds) (143.5) Net base rate increase $ 95.5 3.3% 16

2011 Retail Rate Case Key Financial Assumptions Rate base $5.7 billion Return on equity 11% Capital structure Long-term debt 46.1% Common equity 53.9% Base fuel rate (¢/kWh) 3.24 Projected fuel-price year for base fuel rate 2012 Test year ended December 31, 2010 Updated rate base, cost of capital and fuel prices underpin the rate request amounts. Second Quarter 2011 17

2011 Retail Rate Case Details of Request Post test-year plant additions through rate effective date $259 million AZ Sun projects $161 million other projects Revenue-per-customer decoupling mechanism Infrastructure tracker New generation additions and generation efficiency projects Environmental compliance investments 100% Power Supply Adjustor Remaining portions of AZ Sun program to be recovered through RES until included in base rates (consistent with treatment for first 50 MW) Other key provisions continue constructive regulatory treatment and limit regulatory lag. Second Quarter 2011 18

APS AZ Sun Program – Phase I 100 MW solar photovoltaic plants to be owned by APS Up to $500 million capital investment In service 2011 - 2014 Constructive rate recovery Commitments to date: 83 MW with $384 million capital investment Project summary Additional procurement initiatives underway Name Net Capacity Target Operation Date Paloma 17 MW 2011 Cotton Center 17 MW 2011 Hyder Phase I 11 MW 2011 Hyder Phase II 5 MW 2012 Chino Valley 19 MW 2012 Luke Air Force Base 14 MW 2013 Second Quarter 2011 19

APS AZ Sun Program – Proposed Phase II Additional 100 MW solar photovoltaic plants to be owned by APS Up to $475 million capital investment In service 2013 through 2015 Rate recovery through RES until included in base rates To be balanced with purchases from third-party renewable resource developers Requested in 2012 RES implementation plan filed with ACC July 1, 2011 Decision expected by end of year Second Quarter 2011 20

Four Corners Power Plant Transactions Acquire Southern California Edison’s 739 MW interest in Units 4 & 5 and shut down 560 MW Units 1 – 3 Purchase price: $294 million Acquisition target date: late 2012 Estimated environmental compliance investment: $300 million Finance with mix of debt and equity Arizona, California and other regulatory approvals required ACC Procedural Schedule May 31, 2011 Staff/Intervenor direct testimony filed June 22, 2011 APS rebuttal testimony filed July 14, 2011 Hearing began Second Quarter 2011 21

Electricity gross margin (operating revenues,* net of fuel and purchased power expenses) about $2.01 billion to $2.06 billion, which was previously expected to be $2.05 billion to $2.10 billion Retail customer growth about 1% Weather-normalized retail electricity sales volume growth about 1% taking into account effects of Company’s energy efficiency initiatives Actual weather for first 7 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 $1.33 billion to $1.36 billion, which was previously expected to be $1.32 billion to $1.35 billion Interest expense, net of allowances for borrowed and equity funds used during construction, about $195 million to $205 million, which was previously expected to be $200 million to $210 million Net income attributable to noncontrolling interests about $25 million to $30 million, which was previously expected to be $20 million to $25 million Effective tax rate about 34% Full-year effect of 2010 equity issuance APS earnings to contribute substantially all of consolidated earnings 2011 On-Going EPS Guidance Key Factors and Assumptions as of August 2, 2011 * Excludes O&M, and offsetting operating revenues, associated with renewable energy, demand-side management and similar regulatory programs, as well as $28 million pretax related to settlement of prior-period Four Corners transmission rights-of-way. Second Quarter 2011 22

Gross Margin Effects of Weather Variances Versus Normal* 2010 Pretax Millions 2011 *All periods recalculated to conform to current presentation. Second Quarter 2011 23

Quarterly Mark-to-Market on Hedge Contracts* Pretax Millions * Related to APS 10% share under Power Supply Adjustor (PSA), net of related deferrals. 2009 2010 2011 Second Quarter 2011 24

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. 2008 Pretax Millions 2009 2010 2011 Second Quarter 2011 25

Non-GAAP Measure Reconciliation Regulated Electricity Segment Gross Margin Three Months Ended June 30, EPS $ millions, except per share amounts 2011 2010 Change Regulated electricity segment revenue* $ 799 $ 800 Regulated electricity segment fuel and purchased power expenses* (244) (252) Regulated electricity segment gross margin 555 548 $ 0.04 Less: RES, DSM and similar regulatory surcharge revenue** (35) (31) (0.03) Regulated electricity segment gross margin - adjusted $ 520 $ 517 $ 0.01 * Line items from Condensed Consolidated Statements of Income. **RES, Renewable Energy Standard; DSM, Demand-Side management. Second Quarter 2011 26

Non-GAAP EPS Reconciliation Year Ended December 31, 2010 Net income attributable to common shareholders $ 3.27 Adjustment - Discontinued Operations Real estate operations 0.05 APS Energy Services (0.29) On-going EPS $ 3.03 Second Quarter 2011 27