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):   September 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 November 1, 2011, Pinnacle West Capital Corporation (the “Company” or “Pinnacle West”) issued a press release regarding its financial results for the fiscal quarter ended September 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 November 1, 2011.  This information contains Company operating results for the fiscal quarter ended September 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 November 1, 2011.
99.2	Pinnacle West APS	Pinnacle West Capital Corporation quarterly consolidated statistical summary for the three-month and nine-month periods ended September 30, 2011 and 2010.
99.3	Pinnacle West APS	Pinnacle West Capital Corporation 3rd Quarter 2011 Results slide presentation accompanying November 1, 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: November 1, 2011	By:	/s/ James R. Hatfield
		James R. Hatfield
		Senior Vice President and Chief Financial Officer
	ARIZONA PUBLIC SERVICE COMPANY
	(Registrant)
Dated: November 1, 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 November 1, 2011.
99.2	Pinnacle West APS	Pinnacle West Capital Corporation quarterly consolidated statistical summary for the three-month and nine-month periods ended September 30, 2011 and 2010.
99.3	Pinnacle West APS	Pinnacle West Capital Corporation 3rd Quarter 2011 Results slide presentation accompanying November 1, 2011 conference call.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE		November 1, 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 IMPROVED THIRD-QUARTER RESULTS

·Record-setting temperatures drive higher retail sales

·Operations and maintenance costs decrease

·Renewable resource expansion progresses

·Company expects 2011 earnings near top of guidance range

PHOENIX — Pinnacle West Capital Corp. (NYSE: PNW) today reported consolidated net income attributable to common shareholders of $255.4 million, or $2.32 per diluted share of common stock, for the quarter ended September 30, 2011. This result compares with net income attributable to common shareholders of $233.9 million, or $2.14 per diluted share, in the same period a year ago.

“Driven largely by record-setting temperatures, our third-quarter results substantially offset the effects of extremely mild weather in the second quarter. Additionally, the Company effectively controlled costs, and our power plants operated well throughout the summer,” said Pinnacle West Chairman, President and Chief Executive Officer Don Brandt. “These factors set our expectations for full-year earnings near the top of our guidance range.”

Regarding new energy resources, Brandt said the Company has made solid progress in developing the first 100-megawatt phase of its AZ Sun Program — Arizona Public Service Co.’s (APS) plan to develop and own utility-scale solar power plants in Arizona. The first of these projects are now delivering 34 megawatts of power to the electric grid. These facilities are the Paloma and Cotton Center plants, which are 17 megawatts each and located in Gila Bend, Ariz. The balance of the first-phase projects are expected to come online between now and 2013. A second 100-megawatt phase of the AZ Sun Program is currently pending approval by the Arizona Corporation Commission.

“We intend to continue working with regulators and other stakeholders to realize our state’s immense solar potential, as well as its energy efficiency goals,” added Brandt. “These are important steps in creating a reliable, cleaner and more efficient energy future for Arizona.”

1

Excluding results of discontinued operations (primarily related to the Company’s real estate activities and former energy services business), Pinnacle West’s consolidated on-going earnings in the 2011 third quarter were $245.8 million, or $2.24 per diluted share of common stock, compared with on-going earnings of $224.4 million, or $2.06 per share, for the same quarter in 2010.

For the 2011 third quarter, income from discontinued operations was comprised of an after-tax gain of $10 million resulting from Pinnacle West’s sale of APS Energy Services in August 2011. Third-quarter 2010 income from discontinued operations was primarily related to the Company’s discontinued real estate operations. A reconciliation of on-going earnings to net income attributable to common shareholders is provided at the end of this release.

The third-quarter on-going results comparison was positively impacted by the following factors:

·Hotter-than-normal weather — particularly in August, which tied the hottest month ever recorded in Arizona — improved the Company’s earnings by $0.10 per share. The average temperature for August was 98.3 degrees. This daily average tied the previous record set in July 2009. Further, the average high temperature in the 2011 third quarter was 106.4 degrees, leading to a total of 1,383 cooling degree-days (a proxy for the effects of weather) — 13 percent more than normal and 6 percent more than the year-ago quarter.

·A decrease in operations and maintenance expenses improved earnings by $0.10 per share, due largely to lower employee benefit costs and the timing of planned power plant maintenance. The variance excludes costs associated with renewable energy and energy efficiency programs, which are offset by comparable amounts of operating revenues.

·Higher transmission revenues improved earnings by $0.04 per share, primarily because of a retail transmission rate increase implemented in July 2011.

The net effect of other miscellaneous factors decreased earnings by $0.06 per share.

APS, the Company’s principal subsidiary, reported 2011 third-quarter net income attributable to common shareholder of $246.3 million versus earnings of $226.6 million for the comparable 2010 quarter.

2011 Earnings Outlook

The Company expects its 2011 consolidated on-going earnings will be near the top of the range of $2.75 to $2.90 per diluted share.

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

·Electricity gross margin (operating revenues, net of fuel and purchased power expenses, excluding Renewable Energy Surcharge and similar rate adjustors) of about $2.03 billion to $2.08 billion, which was previously expected to be $2.01 billion to $2.06 billion;

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

·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 $1.32 billion to $1.35 billion, which was previously expected to be $1.33 billion to $1.36 billion.

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 third-quarter results, as well as recent developments, at 12:00 noon (ET) today, November 1. The web cast can be accessed at www.pinnaclewest.com/presentations and will be available for replay on the web site 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), Tuesday, November 8, 2011, by calling (877) 660-6853 in the U.S. and Canada or (201) 612-7415 internationally and entering Account number 286, followed by Conference ID number 380937.

General Information

Pinnacle West Capital, an energy holding company based in Phoenix, has consolidated assets of about $13.2 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 www.pinnaclewest.com/investors.

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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, 2011						Three Months Ended Sept. 30, 2010
	Dollars in Millions			Diluted EPS			Dollars in Millions			Diluted EPS
Net Income Attributable to Common Shareholders	$	255.4		$	2.32		$	233.9		$	2.14
Less adjustments:
Discontinued real estate operations	1.1			0.01			(8.3		)	(0.07		)
Discontinued energy services business	(10.7		)	(0.09		)	(1.2		)	(0.01		)
On-going Earnings	$	245.8		$	2.24		$	224.4		$	2.06

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 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;

·power plant and transmission system 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 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;

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·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 Reports on Form 10-Q for the quarters ended June 30, 2011, and September 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						NINE MONTHS ENDED
	SEPTEMBER 30,						SEPTEMBER 30,
	2011			2010			2011			2010
Operating Revenues
Regulated electricity	$	1,124,049		$	1,116,211		$	2,570,692		$	2,527,052
Other revenues	792			499			2,795			4,715
Total	1,124,841			1,116,710			2,573,487			2,531,767
Operating Expenses
Regulated electricity fuel and purchased power	337,896			353,904			793,952			821,244
Operations and maintenance	210,035			219,658			675,654			639,580
Depreciation and amortization	106,350			104,177			319,550			307,806
Taxes other than income taxes	34,223			37,528			112,002			100,933
Other expenses	1,320			1,169			4,536			3,572
Total	689,824			716,436			1,905,694			1,873,135
Operating Income	435,017			400,274			667,793			658,632
Other
Allowance for equity funds used during construction	7,378			5,524			18,697			16,417
Other income	441			4,261			2,630			3,851
Other expense	(3,052		)	(3,894		)	(7,921		)	(8,768		)
Total	4,767			5,891			13,406			11,500
Interest Expense
Interest charges	62,034			60,419			183,251			181,937
Allowance for borrowed funds used during construction	(6,939		)	(6,163		)	(14,371		)	(12,254		)
Total	55,095			54,256			168,880			169,683
Income From Continuing Operations Before Income Taxes	384,689			351,909			512,319			500,449
Income Taxes	131,416			122,347			176,229			165,882
Income From Continuing Operations	253,273			229,562			336,090			334,567
Income From Discontinued Operations
Net of Income Taxes	9,512			9,477			10,860			23,141
Net Income	262,785			239,039			346,950			357,708
Less: Net income attributable to noncontrolling interests	7,426			5,119			20,041			15,005
Net Income Attributable To Common Shareholders	$	255,359		$	233,920		$	326,909		$	342,703
Weighted-Average Common Shares Outstanding - Basic	109,128			108,632			109,003			105,846
Weighted-Average Common Shares Outstanding - Diluted	109,861			109,094			109,683			106,318
Earnings Per Weighted-Average Common Share Outstanding
Income from continuing operations attributable to common shareholders - basic	$	2.25		$	2.07		$	2.90		$	3.02
Net income attributable to common shareholders - basic	$	2.34		$	2.15		$	3.00		$	3.24
Income from continuing operations attributable to common shareholders - diluted	$	2.24		$	2.06		$	2.88		$	3.01
Net income attributable to common shareholders - diluted	$	2.32		$	2.14		$	2.98		$	3.22
Amounts Attributable To Common Shareholders
Income from continuing operations, net of tax	$	245,838		$	224,434		$	316,001		$	319,533
Discontinued operations, net of tax	9,521			9,486			10,908			23,170
Net income attributable to common shareholders	$	255,359		$	233,920		$	326,909		$	342,703

EX-99.2

Exhibit 99.2

Last Updated    11/1/2011

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended September 30, 2011 and 2010

		3 Months Ended September						9 Months Ended September
Line		2011		2010		Incr (Decr)		2011		2010		Incr (Decr)
	EARNINGS CONTRIBUTION BY SUBSIDIARY ($Millions)
1	Arizona Public Service	$	254	$	232	$	22	$	342	$	343	$	(1)
2	APS Energy Services	-		-		-		-		-		-
3	SunCor	-		-		-		-		-		-
4	El Dorado	-		1		(1)		-		1		(1)
5	Parent Company	(1)		(3)		2		(6)		(9)		3
6	Income From Continuing Operations	253		230		23		336		335		1
	Income (Loss) From Discontinued Operations - Net of Tax
7	SunCor	(2)		13		(15)		(2)		(9)		7
8	Other	11		(4)		15		13		32		(19)
9	Total	9		9		-		11		23		(12)
10	Net Income	262		239		23		347		358		(11)
11	Less: Net Income (Loss) Attributable to Noncontrolling Interests	7		5		2		20		15		5
12	Net Income Attributable to Common Shareholders	$	255	$	234	$	21	$	327	$	343	$	(16)
	EARNINGS PER SHARE BY SUBSIDIARY - DILUTED
13	Arizona Public Service	$	2.31	$	2.13	$	0.18	$	3.12	$	3.22	$	(0.10)
14	APS Energy Services	-		-		-		-		-		-
15	SunCor	-		-		-		-		-		-
16	El Dorado	-		0.01		(0.01)		-		0.01		(0.01)
17	Parent Company	-		(0.03)		0.03		(0.06)		(0.08)		0.02
18	Income From Continuing Operations	2.31		2.11		0.20		3.06		3.15		(0.09)
	Income (Loss) From Discontinued Operations - Net of Tax
19	SunCor	(0.02)		0.12		(0.14)		(0.02)		(0.09)		0.07
20	Other	0.10		(0.04)		0.14		0.12		0.30		(0.18)
21	Total	0.08		0.08		-		0.10		0.21		(0.11)
22	Net Income	2.39		2.19		0.20		3.16		3.36		(0.20)
23	Less: Net Income (Loss) Attributable to Noncontrolling Interests	0.07		0.05		0.02		0.18		0.14		0.04
24	Net Income Attributable to Common Shareholders	$	2.32	$	2.14	$	0.18	$	2.98	$	3.22	$	(0.24)
25	BOOK VALUE PER SHARE	$	35.67	$	34.19	$	1.48	$	35.67	$	34.19	$	1.48
	COMMON SHARES OUTSTANDING (Thousands)
26	Average - Diluted	109,861		109,094		767		109,683		106,318		3,365
27	End of Period	109,171		108,710		461		109,171		108,710		461

See Glossary of Terms. Page 1 of 4

Last Updated    11/1/2011

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended September 30, 2011 and 2010

		3 Months Ended September						9 Months Ended September
Line		2011		2010		Incr (Decr)		2011		2010		Incr (Decr)
	ELECTRIC OPERATING REVENUES (Dollars in Millions)
	REGULATED ELECTRICITY SEGMENT
	Retail
28	Residential	$	622	$	596	$	26	$	1,255	$	1,224	$	31
29	Business	440		445		(5)		1,119		1,116		3
30	Total retail	1,062		1,041		21		2,374		2,340		34
	Wholesale revenue on delivered electricity
31	Traditional contracts	24		20		4		54		54		0
32	Off-system sales	14		31		(17)		47		66		(19)
33	Transmission for others	8		10		(2)		24		27		(3)
34	Other miscellaneous services	16		15		1		71		41		30
35	Total regulated operating electricity revenues	1,124		1,117		7		2,571		2,528		43
	MARKETING AND TRADING
36	Electricity and other commodity sales	-		-		-		-		1		(1)
37	Total operating electric revenues	$	1,124	$	1,117	$	7	$	2,571	$	2,529	$	42
	ELECTRIC SALES (GWH)
	REGULATED ELECTRICITY SEGMENT
	Retail sales
38	Residential	5,072		4,890		182		10,692		10,422		270
39	Business	4,360		4,325		35		11,380		11,211		169
40	Total retail	9,432		9,215		217		22,072		21,633		439
	Wholesale electricity delivered
41	Traditional contracts	361		262		99		774		623		151
42	Off-system sales	550		785		(235)		1,886		2,068		(182)
43	Retail load hedge management	53		264		(211)		122		563		(441)
44	Total regulated electricity	10,396		10,526		(130)		24,853		24,887		(34)
	MARKETING AND TRADING
45	Wholesale sales of electricity	-		-		-		-		-		-
46	Total electric sales	10,396		10,526		(130)		24,853		24,887		(34)
	POWER SUPPLY ADJUSTOR (“PSA”) - REGULATED ELECTRICITY SEGMENT (Dollars in Millions)
47	Deferred fuel and purchased power regulatory asset - beginning balance	$	(54)	$	(97)	$	43	$	(58)	$	(87)	$	29
48	Deferred fuel and purchased power costs - current period	34		15		19		(31)		(49)		18
49	Interest on deferred fuel	-		-		-		-		-		-
50	Amounts recovered through revenues	52		41		12		121		96		25
51	Deferred fuel and purchased power regulatory asset - ending balance	$	32	$	(41)	$	73	$	32	$	(41)	$	73

See Glossary of Terms. Page 2 of 4

Last Updated    11/1/2011

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended September 30, 2011 and 2010

		3 Months Ended September			9 Months Ended September
Line		2011	2010	Incr (Decr)	2011	2010	Incr (Decr)
	AVERAGE ELECTRIC CUSTOMERS
	Retail customers
52	Residential	989,036	985,460	3,576	993,777	989,879	3,898
53	Business	126,118	125,118	1,000	125,823	125,349	474
54	Total	1,115,154	1,110,578	4,576	1,119,600	1,115,228	4,372
55	Wholesale customers	45	49	(4)	46	50	(4)
56	Total customers	1,115,199	1,110,627	4,572	1,119,647	1,115,278	4,369
57	Customer growth (% over prior year)	0.4%	0.6%	(0.2)%	0.4%	0.6%	(0.2)%
	RETAIL SALES (GWH) - WEATHER NORMALIZED
58	Residential	4,850	4,823	27	10,711	10,636	75
59	Business	4,289	4,337	(48)	11,400	11,372	28
60	Total	9,140	9,160	(21)	22,112	22,009	103
	RETAIL USAGE (KWh/Average Customer)
61	Residential	5,128	4,963	165	10,759	10,529	230
62	Business	34,570	34,565	5	90,442	89,437	1,005
	RETAIL USAGE - WEATHER NORMALIZED (KWh/Average Customer)
63	Residential	4,904	4,894	10	10,778	10,745	33
64	Business	34,009	34,665	(656)	90,607	90,726	(119)
	ELECTRICITY DEMAND (MW)
65	Native load peak demand	7,087	6,936	151	7,087	6,936	151
	WEATHER INDICATORS - RESIDENTIAL
	Actual
66	Cooling degree-days	1,383	1,299	84	1,758	1,680	78
67	Heating degree-days	-	-	-	614	520	94
68	Average humidity	27%	29%	(2)%	21%	24%	(2)%
	10-Year Averages
69	Cooling degree-days	1,225	1,225	-	1,737	1,737	-
70	Heating degree-days	-	-	-	513	513	-
71	Average humidity	29%	29%	-	24%	24%	0%

See Glossary of Terms. Page 3 of 4

Last Updated    11/1/2011

Pinnacle West Capital Corporation

Quarterly Consolidated Statistical Summary

Periods Ended September 30, 2011 and 2010

		3 Months Ended September			9 Months Ended September
Line		2011	2010	Incr (Decr)	2011	2010	Incr (Decr)
	ENERGY SOURCES (GWH)
	Generation production
72	Nuclear	2,435	2,534	(99)	7,061	6,910	151
73	Coal	3,382	3,101	281	9,319	9,224	95
74	Gas, oil and other	1,991	2,040	(49)	4,030	4,052	(22)
75	Total generation production	7,808	7,674	134	20,410	20,185	225
	Purchased power
76	Firm load	2,827	2,984	(157)	4,497	4,812	(315)
77	Marketing and trading	447	481	(34)	1,697	1,325	372
78	Total purchased power	3,274	3,465	(191)	6,194	6,137	57
79	Total energy sources	11,082	11,139	(57)	26,604	26,322	282
	POWER PLANT PERFORMANCE
	Capacity Factors
80	Nuclear	96%	100%	(4)%	94%	92%	2%
81	Coal	88%	80%	8%	81%	80%	1%
82	Gas, oil and other	26%	27%	(1)%	18%	18%	0%
83	System average	54%	55%	(1)%	50%	49%	1%
	ECONOMIC INDICATORS
	Building Permits - Metro Phoenix (a)(c)
84	Single-family	1,866	1,322	544	4,925	4,709	216
85	Multi-family	1,198	134	1,064	1,643	591	1,052
86	Total	3,064	1,456	1,608	6,568	5,300	1,268
	Arizona Job Growth (b)(c)
87	Payroll job growth (% over prior year)	1.6%	(1.5)%	3.2%	0.6%	(2.6)%	3.3%
88	Unemployment rate (%, seasonally adjusted)	9.3%	9.9%	(0.6)%	9.4%	10.0%	(0.7)%

Sources:

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

(b)Arizona Department of Economic Security

(c)Latest available data through September

See Glossary of Terms. Page 4 of 4

EX-99.3

Exhibit 99.3

3rd 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 and transmission system 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 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 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 Reports on Form 10-Q for the quarters ended June 30, 2011 and September 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. Third Quarter 2011 2

In this presentation, references to net income and earnings per share (EPS) refer to amounts attributable to common shareholders. We present “regulated electricity gross margin” per diluted share of common stock. Regulated electricity gross margin refers to regulated electricity revenues less regulated electricity fuel and purchased power expenses. Regulated electricity 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 generally accepted accounting principles in the United States of America (GAAP). We view regulated electricity 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 Third Quarter 2011

CFO Agenda 3rd Quarter Results Arizona Economic Outlook 2011 Earnings Guidance Liquidity and Financing Activities 4 Third Quarter 2011

Per Share Net Income On-Going Earnings Per Share 5 Third Quarter 2011 Consolidated EPS Comparisons 3rd Quarter 2011 vs. 3rd Quarter 2010

Non-GAAP EPS Reconciliation 3rd Quarter 2011 vs. 3rd Quarter 2010 6 Third Quarter 2011 3rd Qtr 3rd Qtr 2011 2010 Change EPS as reported $2.32 $2.14 $0.18 Less adjustments: Discontinued real estate operations '0.01 (0.07) '0.08 Discontinued energy services business (0.09) (0.01) (0.08) On-going EPS $2.24 $2.06 $0.18

Higher regulated electricity gross margin* $0.10 Lower taxes other than income taxes $0.02 Lower O&M* $0.10 Net Increase $0.18 = * Excludes costs, and offsetting operating revenues, associated with renewable energy and energy efficiency programs. See non-GAAP reconciliation for regulated electricity gross margin in appendix. On-Going EPS Variances 3rd Quarter 2011 vs. 3rd Quarter 2010 Other, net $(0.04) 7 Third Quarter 2011

Regulated Electricity Gross Margin Drivers 3rd Quarter 2011 vs. 3rd Quarter 2010 Net Increase $0.10 = Weather effects $0.10 See non-GAAP reconciliation in appendix. Other, net $(0.02) Retail transmission charge increase $0.04 8 Third Quarter 2011 Higher fuel costs, net of PSA deferrals $(0.02)

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 9 Third Quarter 2011

Consolidated On-Going EPS Outlook As of November 1, 2011 Per Share $2.75 – $2.90** * Reflects 2011 reclassification of APS Energy Services as discontinued operation. ** Guidance near top of range. See key factors and assumptions in appendix. 10 Third Quarter 2011

CEO Discussion Agenda Arizona Regulatory Developments Renewables and Generation Investments Utility Operations Update Sale of APS Energy Services Looking Ahead 11 Third Quarter 2011

 Appendix Third Quarter 2011

Electricity gross margin (operating revenues,* net of fuel and purchased power expenses) about $2.03 billion to $2.08 billion, which was previously expected to be $2.01 billion to $2.06 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 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 expected to be $1.33 billion to $1.36 billion Interest expense, net of allowances for borrowed and equity funds used during construction, about $195 million to $205 million Net income attributable to noncontrolling interests about $25 million to $30 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 November 1, 2011 * Excludes O&M, and offsetting operating revenues, associated with renewable energy and energy efficiency programs as well as $28 million pretax related to settlement of prior-period Four Corners transmission rights-of-way. 13 Third Quarter 2011

2011 Retail Rate Case Proposal 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 proposal contain a number of benefits for customers and shareholders. 14 Third Quarter 2011

2011 Retail Rate Case Filing Key Financial Components APS has requested a base rate increase to become effective July 1, 2012. 15 Third Quarter 2011 3.3% $ 95.5 Net base rate increase (143.5) Power Supply Adjustor revenues (refunds) 44.9 related to AZ Sun and other solar projects Renewable Energy Surcharge revenues mechanism revenues Amounts transferring from adjustment 6.6% $ 194.1 Non-fuel base rate increase Change Revenue Annual

2011 Retail Rate Case Filing 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. 16 Third Quarter 2011

2011 Retail Rate Case Filing 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 proposals continue constructive regulatory treatment and limit regulatory lag. 17 Third Quarter 2011

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 $379 million capital investment Project summary Additional procurement initiatives underway Name Net Capacity In Service or Target Operation Date Paloma 17 MW Sept. 2011 Cotton Center 17 MW Oct. 2011 Hyder Phase I 11 MW 4Q 2011 Hyder Phase II 5 MW 2012 Chino Valley 19 MW 2012 Luke Air Force Base 14 MW 2013 18 Third Quarter 2011

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 19 Third Quarter 2011

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 Economic, environmental and social benefits 20 Third Quarter 2011

Gross Margin Effects of Weather Variances Versus Normal* 2010 Pretax Millions 2011 *All periods recalculated to conform to current presentation. 21 Third Quarter 2011

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 22 Third Quarter 2011

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 2009 2010 2011 23 Third Quarter 2011

Non-GAAP Measure Reconciliation Regulated Electricity Gross Margin 24 Third Quarter 2011 **RES, Renewable Energy Standard; DSM, Demand-Side Management. Three Months Ended September 30, $ millions, except per share amounts 2011 2010 EPS change Regulated electricity revenue* $1,124 $1,116 Regulated electricity fuel and purchased power expenses* (338) (354) Regulated electricity gross margin 786 762 $0.13 Less: RES, DSM and similar regulatory surcharge revenue** (44) (38) (0.03) Regulated electricity gross margin - adjusted $742 $724 $0.10 * Line items from Condensed Consolidated Statements of Income. ** RES, Renewable Energy Standard; DSM, Demand-Side Management.

Non-GAAP EPS Reconciliation Years 2010 and 2011 25 Third Quarter 2011 Near top of range 2011 2010 2011 Actual Guidance Net income attributable $3.27 to common shareholders Adjustments - discontinued operations Real estate activities 0.05 APS Energy Services (0.29) On-going EPS $3.03 $2.75 - $2.90