FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

		Exact Name of Each Registrant as specified in
Commission		its charter; State of Incorporation; Address;		IRS Employer
File Number		and Telephone Number		Identification No.
1-8962		PINNACLE WEST CAPITAL CORPORATION		86-0512431
		(an Arizona corporation)
		400 North Fifth Street, P.O. Box 53999
		Phoenix, Arizona 85072-3999
		(602) 250-1000
1-4473		ARIZONA PUBLIC SERVICE COMPANY		86-0011170
		(an Arizona corporation)
		400 North Fifth Street, P.O. Box 53999
		Phoenix, Arizona 85072-3999
		(602) 250-1000

     Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

PINNACLE WEST CAPITAL CORPORATION		Yes þ     No o
ARIZONA PUBLIC SERVICE COMPANY		Yes þ     No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

PINNACLE WEST CAPITAL CORPORATION

Large accelerated filer þ      Accelerated filer o     Non-accelerated filer o

ARIZONA PUBLIC SERVICE COMPANY

Large accelerated filer o      Accelerated filer o     Non-accelerated filer þ

     Indicate by check mark whether each registrant is a shell company (as defined in Exchange Act Rule 12b-2).

PINNACLE WEST CAPITAL CORPORATION		Yes o     No     þ
ARIZONA PUBLIC SERVICE COMPANY		Yes o     No     þ

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

PINNACLE WEST CAPITAL CORPORATION		Number of shares of common stock, no par value, outstanding as of August 3, 2007: 100,309,188
ARIZONA PUBLIC SERVICE COMPANY		Number of shares of common stock, $2.50 par value, outstanding as of August 3, 2007: 71,264,947

     Arizona Public Service Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.

     This combined Form 10-Q is separately filed by Pinnacle West Capital Corporation and Arizona Public Service Company. Each registrant is filing on its own behalf all of the information contained in this Form 10-Q that relates to such registrant and, where required, its subsidiaries. Except as stated in the preceding sentence, neither registrant is filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

 

 

TABLE OF CONTENTS

		Page
Glossary			2
Part I			4
Item 1. Financial Statements			4
Pinnacle West Capital Corporation			4
Arizona Public Service Company			32
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			42
Item 3. Quantitative and Qualitative Disclosures About Market Risk			64
Item 4. Controls and Procedures			64
Part II			65
Item 1. Legal Proceedings			65
Item 1A. Risk Factors			65
Item 4. Submission of Matters to a Vote of Security Holders			65
Item 5. Other Information			66
Item 6. Exhibits			68
Signatures			70
EX-10.1
EX-12.1
EX-12.2
EX-12.3
EX-31.1
EX-31.2
EX-31.3
EX-31.4
EX-32.1
EX-32.2
EX-99.1
EX-99.2

GLOSSARY

ACC – Arizona Corporation Commission

ADEQ – Arizona Department of Environmental Quality

ALJ – Administrative Law Judge

APS – Arizona Public Service Company, a subsidiary of the Company

APS Energy Services – APS Energy Services Company, Inc., a subsidiary of the Company

Base Fuel Rate – the $0.0325 per kWh base rate for fuel and purchased power established by the ACC in its June 28, 2007 rate case order

Clean Air Act – Clean Air Act, as amended

Company – Pinnacle West Capital Corporation

DOE – United States Department of Energy

El Dorado – El Dorado Investment Company, a subsidiary of the Company

EPA – United States Environmental Protection Agency

ERMC – Energy Risk Management Committee

FASB – Financial Accounting Standards Board

FERC – United States Federal Energy Regulatory Commission

FIP – Federal Implementation Plan

FIN – FASB Interpretation Number

Fitch – Fitch, Inc.

Four Corners – Four Corners Power Plant

GAAP – accounting principles generally accepted in the United States of America

IRS – United States Internal Revenue Service

kWh – kilowatt-hour, one thousand watts per hour

Moody’s – Moody’s Investors Service

MWh – megawatt-hour, one million watts per hour

Native Load – retail and wholesale sales supplied under traditional cost-based rate regulation

Note – a Note to Pinnacle West’s Condensed Consolidated Financial Statements in Item 1 of this report

NRC – United States Nuclear Regulatory Commission

OCI – other comprehensive income

Off-System Sales – sales of electricity from generation owned or contracted by the Company that is over and above the amount required to serve APS’ retail customers and traditional wholesale contracts

Palo Verde – Palo Verde Nuclear Generating Station

Pinnacle West – Pinnacle West Capital Corporation, the Company

Pinnacle West Energy – Pinnacle West Energy Corporation, a subsidiary of the Company, dissolved as of August 31, 2006

Pinnacle West Marketing & Trading – Pinnacle West Marketing & Trading Co., LLC, a subsidiary of the Company

PRP – potentially responsible parties under Superfund

PSA – power supply adjustor

Salt River Project – Salt River Project Agricultural Improvement and Power District

SEC – United States Securities and Exchange Commission

SFAS – Statement of Financial Accounting Standards

Silverhawk – Silverhawk Power Station

Standard & Poor’s – Standard & Poor’s Corporation

SunCor – SunCor Development Company, a subsidiary of the Company

Superfund – Comprehensive Environmental Response, Compensation and Liability Act

2005 Deferrals – PSA deferrals related to 2005 replacement power costs associated with unplanned Palo Verde outages

2006 Deferrals – PSA deferrals related to 2006 replacement power costs associated with unplanned outages or reduced power operations at Palo Verde

2006 Form 10-K – Pinnacle West/APS Annual Report on Form 10-K for the fiscal year ended December 31, 2006

VIE – variable interest entity

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PINNACLE WEST CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(dollars and shares in thousands, except per share amounts)

		Three Months Ended
		June 30,
		2007				2006
OPERATING REVENUES
Regulated electricity segment		$	711,293			$	712,718
Real estate segment			48,352				112,603
Marketing and trading			92,637				89,925
Other revenues			11,153				9,782
Total			863,435				925,028
OPERATING EXPENSES
Regulated electricity segment fuel and purchased power			270,337				263,944
Real estate segment operations			46,174				98,412
Marketing and trading fuel and purchased power			74,533				72,716
Operations and maintenance			177,310				168,332
Depreciation and amortization			92,835				89,297
Taxes other than income taxes			34,757				32,700
Other expenses			8,803				8,430
Total			704,749				733,831
OPERATING INCOME			158,686				191,197
OTHER
Allowance for equity funds used during construction			5,195				3,633
Other income (Note 14)			5,869				12,022
Other expense (Note 14)			(3,269	)			(5,815	)
Total			7,795				9,840
INTEREST EXPENSE
Interest charges			52,967				45,882
Capitalized interest			(5,213	)			(4,959	)
Total			47,754				40,923
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES			118,727				160,114
INCOME TAXES			40,231				49,271
INCOME FROM CONTINUING OPERATIONS			78,496				110,843
INCOME FROM DISCONTINUED OPERATIONS
Net of income tax expense of $310 and $855 (Note 17)			498				1,311
NET INCOME		$	78,994			$	112,154
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING – BASIC			100,229				99,221
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING – DILUTED			100,779				99,640
EARNINGS PER WEIGHTED-AVERAGE
COMMON SHARE OUTSTANDING
Income from continuing operations – basic		$	0.78			$	1.12
Net income – basic			0.79				1.13
Income from continuing operations – diluted			0.78				1.11
Net income – diluted			0.78				1.13
DIVIDENDS DECLARED PER SHARE		$	0.525			$	—

See Notes to Pinnacle West’s Condensed Consolidated Financial Statements.

PINNACLE WEST CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(dollars and shares in thousands, except per share amounts)

		Six Months Ended
		June 30,
		2007				2006
OPERATING REVENUES
Regulated electricity segment		$	1,247,344			$	1,178,844
Real estate segment			125,602				220,457
Marketing and trading			165,108				174,927
Other revenues			20,516				21,006
Total			1,558,570				1,595,234
OPERATING EXPENSES
Regulated electricity segment fuel and purchased power			473,690				421,339
Real estate segment operations			107,617				169,742
Marketing and trading fuel and purchased power			132,477				146,891
Operations and maintenance			348,888				346,759
Depreciation and amortization			182,456				176,918
Taxes other than income taxes			69,476				68,273
Other expenses			17,291				16,952
Total			1,331,895				1,346,874
OPERATING INCOME			226,675				248,360
OTHER
Allowance for equity funds used during construction			9,639				7,434
Other income (Note 14)			8,642				17,489
Other expense (Note 14)			(7,883	)			(10,356	)
Total			10,398				14,567
INTEREST EXPENSE
Interest charges			103,959				93,408
Capitalized interest			(10,020	)			(8,983	)
Total			93,939				84,425
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			143,134				178,502
INCOME TAXES			48,840				56,064
INCOME FROM CONTINUING OPERATIONS			94,294				122,438
INCOME FROM DISCONTINUED OPERATIONS
Net of income tax expense of $789 and $1,412 (Note 17)			1,230				2,171
NET INCOME		$	95,524			$	124,609
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING – BASIC			100,138				99,168
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING – DILUTED			100,718				99,562
EARNINGS PER WEIGHTED-AVERAGE
COMMON SHARE OUTSTANDING
Income from continuing operations – basic		$	0.94			$	1.23
Net income – basic			0.95				1.26
Income from continuing operations – diluted			0.94				1.23
Net income – diluted			0.95				1.25
DIVIDENDS DECLARED PER SHARE		$	1.05			$	1.00

See Notes to Pinnacle West’s Condensed Consolidated Financial Statements.

PINNACLE WEST CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands)

		June 30,				December 31,
		2007				2006
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	23,472			$	87,210
Investment in debt securities			—				32,700
Customer and other receivables			504,318				501,628
Allowance for doubtful accounts			(5,375	)			(5,597	)
Materials and supplies (at average cost)			139,743				125,802
Fossil fuel (at average cost)			31,527				21,973
Deferred income taxes			20,600				982
Assets from risk management and trading activities (Note 10)			197,275				641,040
Assets held for sale (Note 17)			21,485				—
Other current assets			60,477				68,924
Total current assets			993,522				1,474,662
INVESTMENTS AND OTHER ASSETS
Real estate investments – net			585,967				526,008
Assets from long-term risk management and trading activities (Note 10)			113,619				167,211
Decommissioning trust accounts (Note 18)			362,484				343,771
Other assets			112,794				111,388
Total investments and other assets			1,174,864				1,148,378
PROPERTY, PLANT AND EQUIPMENT
Plant in service and held for future use			11,392,309				11,154,919
Less accumulated depreciation and amortization			3,882,224				3,797,475
Net			7,510,085				7,357,444
Construction work in progress			447,221				368,284
Intangible assets, net of accumulated amortization			89,228				96,100
Nuclear fuel, net of accumulated amortization			71,420				60,100
Total property, plant and equipment			8,117,954				7,881,928
DEFERRED DEBITS
Deferred fuel and purchased power regulatory asset (Note 5)			136,989				160,268
Other regulatory assets			592,564				686,016
Other deferred debits (Note 8)			165,821				104,691
Total deferred debits			895,374				950,975
TOTAL ASSETS		$	11,181,714			$	11,455,943

See Notes to Pinnacle West’s Condensed Consolidated Financial Statements.

PINNACLE WEST CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands)

		June 30,				December 31,
		2007				2006
LIABILITIES AND COMMON STOCK EQUITY
CURRENT LIABILITIES
Accounts payable		$	338,725			$	346,047
Accrued taxes (Note 8)			326,253				263,935
Accrued interest			50,317				48,746
Short-term borrowings			140,344				35,750
Current maturities of long-term debt (Note 4)			66,315				1,596
Customer deposits			74,763				70,168
Liabilities from risk management and trading activities (Note 10)			156,570				558,195
Other current liabilities			116,475				134,123
Total current liabilities			1,269,762				1,458,560
LONG-TERM DEBT LESS CURRENT MATURITIES (NOTE 4)			3,232,661				3,232,633
DEFERRED CREDITS AND OTHER
Deferred income taxes			1,236,002				1,225,798
Regulatory liabilities			658,102				635,431
Liability for asset retirements			272,977				268,389
Liabilities for pension and other postretirement benefits (Note 6)			605,111				588,852
Liabilities from long-term risk management and trading activities (Note 10)			59,596				171,170
Unamortized gain – sale of utility plant			38,894				41,182
Other			385,396				387,812
Total deferred credits and other			3,256,078				3,318,634
COMMITMENTS AND CONTINGENCIES (NOTES 5, 8, 12, 13 and 15)
COMMON STOCK EQUITY
Common stock, no par value			2,126,244				2,114,550
Treasury stock			(2,463	)			(449	)
Total common stock			2,123,781				2,114,101
Accumulated other comprehensive income (loss) (Note 11):
Pension and other postretirement benefits			(46,056	)			(19,263	)
Derivative instruments			38,003				31,531
Total accumulated other comprehensive income			(8,053	)			12,268
Retained earnings			1,307,485				1,319,747
Total common stock equity			3,423,213				3,446,116
TOTAL LIABILITIES AND COMMON STOCK EQUITY		$	11,181,714			$	11,455,943

See Notes to Pinnacle West’s Condensed Consolidated Financial Statements.

PINNACLE WEST CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)

		Six Months Ended
		June 30,
		2007				2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income		$	95,524			$	124,609
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization including nuclear fuel			198,893				188,863
Deferred fuel and purchased power			(132,016	)			(94,565	)
Deferred fuel and purchased power amortization			140,925				92,656
Deferred fuel and purchased power regulatory disallowance			14,370				—
Allowance for equity funds used during construction			(9,639	)			(7,434	)
Deferred income taxes			(3,333	)			16,481
Change in mark-to-market valuations			2,324				11,730
Changes in current assets and liabilities:
Customer and other receivables			21,925				(764	)
Materials, supplies and fossil fuel			(23,495	)			580
Other current assets			3,810				3,806
Accounts payable			(13,644	)			(91,543	)
Collateral			(46,703	)			(155,354	)
Other current liabilities			64,091				55,828
Proceeds from the sale of real estate assets			19,808				15,482
Real estate investments			(73,697	)			(61,758	)
Change in risk management and trading – assets			11,029				64,893
Change in risk management and trading – liabilities			15,883				(132,448	)
Change in other long-term assets			(20,138	)			4,532
Change in other long-term liabilities			24,403				20,631
Net cash flow provided by operating activities			290,320				56,225
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			(437,784	)			(363,795	)
Capitalized interest			(10,020	)			(8,983	)
Proceeds from the sale of Silverhawk			—				207,620
Purchases of investment securities			(36,525	)			(280,527	)
Proceeds from sale of investment securities			69,225				280,527
Proceeds from nuclear decommissioning trust sales			133,463				114,875
Investment in nuclear decommissioning trust			(143,834	)			(125,246	)
Other			(2,981	)			1,618
Net cash flow used for investing activities			(428,456	)			(173,911	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of long-term debt			133,060				255,984
Repayment of long-term debt			(68,801	)			(353,549	)
Short-term borrowings and payments – net			104,594				158,336
Dividends paid on common stock			(105,110	)			(99,227	)
Common stock equity issuance			17,930				8,910
Other			(7,275	)			8,837
Net cash flow provided by (used for) financing activities			74,398				(20,709	)
NET DECREASE IN CASH AND CASH EQUIVALENTS			(63,738	)			(138,395	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			87,210				154,003
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	23,472			$	15,608
Supplemental disclosure of cash flow information
Cash paid during the period for:
Income taxes paid, net of refunds		$	40,714			$	251
Interest paid, net of amounts capitalized		$	89,916			$	87,290

     See Notes to Pinnacle West’s Condensed Consolidated Financial Statements.

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Consolidation and Nature of Operations

     The unaudited condensed consolidated financial statements include the accounts of Pinnacle West and our subsidiaries: APS, Pinnacle West Energy (dissolved as of August 31, 2006), APS Energy Services, SunCor, El Dorado and Pinnacle West Marketing & Trading. All significant intercompany accounts and transactions between the consolidated companies have been eliminated. Our accounting records are maintained in accordance with GAAP. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. Condensed Consolidated Financial Statements

     Our unaudited condensed consolidated financial statements reflect all adjustments that we believe are necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. We suggest that these condensed consolidated financial statements and notes to condensed consolidated financial statements be read along with the consolidated financial statements and notes to consolidated financial statements included in our 2006 Form 10-K. We have condensed certain prior year amounts on our condensed consolidated statements of cash flows to conform to current year presentations.

3. Quarterly Fluctuations

     Weather conditions cause significant seasonal fluctuations in our revenues. In addition, real estate and trading and wholesale marketing activities can have significant impacts on our results for interim periods. For these reasons, results for interim periods do not necessarily represent results to be expected for the year.

4. Changes in Liquidity

     On January 4, 2007, the FERC issued an order permitting Pinnacle West to transfer its market-based rate tariff and wholesale power sales agreements to a newly-created Pinnacle West subsidiary, Pinnacle West Marketing & Trading. Pinnacle West completed the transfer on February 1, 2007, which resulted in Pinnacle West no longer being a public utility under the Federal Power Act. As a result, Pinnacle West is no longer subject to FERC jurisdiction in connection with its issuance of securities or its incurrence of long-term debt.

     SunCor entered into a secured construction loan on April 13, 2007, in the amount of $60 million, of which $26 million was outstanding at June 30, 2007. The loan matures on April 19, 2009, and may be extended one year if certain conditions are met.

     In May 2007, Pinnacle West infused approximately $40 million of equity into APS, consisting of the proceeds of stock issuances in 2006 under Pinnacle West’s Investors Advantage Plan (direct stock purchase and dividend reinvestment plan) and employee stock plans.

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The following table shows principal payments due on Pinnacle West’s and APS’ total long-term debt and capitalized lease requirements (dollars in millions) as of June 30, 2007:

		Consolidated
Year		Pinnacle West				APS
2007		$	1			$	—
2008			218				1
2009			27				1
2010			224				224
2011			578				401
Thereafter			2,260				2,260
Total		$	3,308			$	2,887

5. Regulatory Matters

     APS General Rate Case and Power Supply Adjustor

     Retail Rate Increase

     On June 19, 2007, the ACC rendered its decision in APS’ general retail rate case pursuant to which APS had requested a 20.4%, or $435 million, increase in its annual retail electricity revenues. APS’ request was designed to recover approximately $315 million in fuel-related expenses and approximately $120 million in non-fuel related expenses. The ACC order, which was formally issued on June 28, 2007, increased APS’ annual retail base revenues by approximately $322 million, effective July 1, 2007, which includes a fuel-related increase of approximately $315 million (excluding the PSA surcharge for 2005 Deferrals discussed below), or 15.1%, and non-fuel related increases of approximately $7 million. The interim PSA adjustor approved by the ACC on May 1, 2006, which was designed to recover a portion of APS’ fuel and purchased power costs deferred under the PSA, terminated effective with the rate increase, resulting in a net retail rate increase of approximately 6.8%. The base rate increase is premised on a return on equity of 10.75%; a 45%/55% long-term debt/common equity capital structure; a weighted-average cost of capital of 8.32%; an original cost rate base of $4.4 billion as of September 30, 2005; and a base rate for fuel and purchased power costs of $0.0325 per kWh (the “Base Fuel Rate”).

     PSA Modifications

     The ACC order modified the PSA in various respects, effective July 1, 2007. The PSA, which the ACC initially approved in 2005 as a part of APS’ 2003 rate case, provides for the adjustment of retail rates to reflect variations in retail fuel and purchased power costs. As modified by the ACC’s recent order, the PSA is subject to specified parameters and procedures, including the following:

	•		APS records deferrals for recovery or refund to the extent actual retail fuel and purchased power costs vary from the Base Fuel Rate;
	•		the deferrals continue to be subject to a 90/10 sharing arrangement in which APS must absorb 10% of the retail fuel and purchased power costs above the Base Fuel

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

			Rate and may retain 10% of the benefit from the retail fuel and purchased power costs that are below the Base Fuel Rate, excluding certain costs, such as renewable energy resources and the capacity components of long-term purchase power agreements acquired through competitive procurement;
	•		the adjustment is made annually each February 1st and goes into effect automatically unless suspended by the ACC;
	•		the PSA now uses a forward-looking estimate of fuel and purchased power costs (instead of historical deferred costs, as under the prior PSA) to set the annual PSA rate, which will be reconciled to actual costs experienced for each PSA Year (see the following bullet point);
	•		the PSA rate includes (a) a “Forward Component,” under which APS recovers or refunds differences between expected PSA Year fuel and purchased power costs and those embedded in the Base Fuel Rate; (b) an “Historical Component,” under which the differences between the PSA Year’s actual fuel and purchased power costs and those recovered through the combination of the Base Fuel Rate and the Forward Component are recovered during the next PSA Year; and (c) a “Transition Component” under which APS may seek mid-year PSA changes due to large variances between actual fuel and purchased power costs and the combination of the Base Fuel Rate and the Forward Component;
	•		amounts to be recovered or refunded through the sum of the PSA components discussed in the preceding bullet point are limited to a maximum plus or minus $0.004 per kWh change in the PSA rate in any PSA Year (February 1 through January 31);
	•		the Base Fuel Rate established in the ACC order reflects projected 2007 fuel and purchased power costs; as a result, the “Forward Component” for the PSA Year ending January 31, 2008 will be zero; and
	•		the PSA adjustor that took effect on February 1, 2007 ($0.004 per kWh), and that was scheduled to expire on January 31, 2008, will remain in effect as long as necessary after January 31, 2008 to collect the $46 million of 2007 fuel and purchased power costs deferred as a result of the mid-year implementation of the new Base Fuel Rate.

PSA Deferrals Related to Palo Verde Outages

     APS recorded $45 million of 2005 Deferrals and $79 million of 2006 Deferrals. The ACC order (a) disallowed approximately $14 million, including accrued interest ($8 million after income taxes), of the 2005 Deferrals because the ACC found that the outage costs giving rise to those amounts resulted from APS’ imprudence, and (b) approved APS’ recovery of the balance of the 2005 Deferrals (approximately $34 million, including accrued interest) through a temporary PSA surcharge over a twelve-month period effective July 1, 2007. In connection with the interim PSA adjustor approved on May 1, 2006, the ACC directed the ACC staff to conduct a “prudence audit” of

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2006 Palo Verde outage costs. The prudence audit has not yet been completed. APS believes these costs were prudently incurred and that the 2006 Deferrals are therefore recoverable.

     PSA Balance

     The following table shows the changes in the deferred fuel and purchase power regulatory asset for the six months ended June 30, 2007 and 2006 (dollars in millions):

		Six Months Ended
		June 30,
		2007				2006
Beginning balance		$	160			$	173
Deferred fuel and purchased power costs-current period			129				91
Regulatory disallowance			(14	)			—
Interest on deferred fuel and purchased power			3				4
Amounts recovered through revenues			(141	)			(93	)
Ending balance		$	137			$	175

     Other Matters

     The ACC order approved an environmental improvement surcharge (“EIS”) to recover capital costs incurred for environmental improvements made by APS in compliance with federal and state laws or regulatory requirements. The EIS will be set initially at $0.00016 per kWh, designed to produce approximately $4.5 million of cash per year until further order of the ACC.

     The ACC order requires APS and the ACC staff to work to prepare a “nuclear performance standard” that the ACC can consider in a separate proceeding.

     Pursuant to the ACC order, APS was not allowed to recover the pension costs associated with the supplemental excess benefit retirement plan through the rate-making process. See Note 6.

     The ACC did not adopt APS’ recommendations related to accelerated depreciation, inclusion of construction work in progress in rate base, and an “attrition adjustment”.

     APS Financing Authorization

     On December 15, 2006, APS filed a financing application with the ACC requesting an (a) increase in APS’ current short-term debt authorization (7% of APS’capitalization) to 7% of APS’capitalization plus $500 million in order to meet its growing cash requirements, including cash requirements for natural gas and power purchases, and (b) increase in APS’ current long-term debt authorization (approximately $3.2 billion) to approximately $4.2 billion in light of the projected growth of APS and its customer base and the resulting projected future financing needed to fund APS’ capital expenditure and maintenance program and other cash requirements. An ACC ALJ conducted a hearing on this matter on July 23, 2007, at which the ACC staff recommended approval of APS’ requests, subject to specified parameters and procedures that APS generally supports. The ACC will consider this matter at an open meeting on a date that has not yet been set.

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Federal

     Price Mitigation Plan

     In July 2002, the FERC adopted a price mitigation plan that constrains the price of electricity in the wholesale spot electricity market in the western United States. The FERC adopted a price cap of $250 per MWh for the period subsequent to October 31, 2002. On February 13, 2006, the FERC increased this price cap to $400 per MWh for prospective sales. Sales at prices above the cap must be justified and are subject to potential refund. We do not expect this price cap to have a material impact on our financial statements.

     FERC Order

     On August 11, 2004, Pinnacle West, APS, Pinnacle West Energy, and APS Energy Services (collectively, the “Pinnacle West Companies”) submitted to the FERC an update to their three-year market-based rate review pursuant to the FERC’s order implementing a new generation market power analysis. On December 20, 2004, the FERC issued an order approving the Pinnacle West Companies’ market-based rates for control areas other than those of APS, Public Service Company of New Mexico (“PNM”) and Tucson Electric Power Company (“TEP”). The FERC staff required the Pinnacle West Companies to submit additional data with respect to these control areas, and the Pinnacle West Companies did so.

     On April 17, 2006, the FERC issued an order revoking the Pinnacle West Companies’ market-based rate authority in the APS control area (the “April 17 Order”). The FERC found that the Pinnacle West Companies failed to provide the necessary information about the calculation of transmission imports into the APS control area to allow the FERC to make a determination regarding FERC’s generation market power “screens” in the APS control area. The FERC found that the Pinnacle West Companies may charge market-based rates in the PNM and TEP control areas.

     As a result of the April 17 Order, the Pinnacle West Companies must charge cost-based rates, rather than market-based rates, in the APS control area for sales occurring after the date of the order, April 17, 2006. The Pinnacle West Companies are required to refund any amounts collected that exceed the default cost-based rates for all market rate sales within the APS control area from February 27, 2005 to April 17, 2006.

     The Pinnacle West Companies filed a Request for Rehearing and Clarification of the April 17 Order on May 17, 2006 and submitted a supplemental compliance filing on July 28, 2006. On December 21, 2006, the FERC issued an order granting clarification and provided additional details on what steps the Pinnacle West Companies could take to correct the transmission import study previously submitted. The Pinnacle West Companies complied with this order and filed additional transmission import studies and generation market power analyses on February 20, 2007.

     Based upon an analysis of the April 17 Order and preliminary calculations of the refund obligations, at this time, neither Pinnacle West nor APS believes that the April 17 Order will have a material adverse effect on its financial position, results of operations or cash flows.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FERC Rate Case

     On July 10, 2007, APS submitted a revised Open Access Transmission Tariff (OATT) filing with the FERC to move from a fixed rate to a formula rate in order to more accurately reflect the costs that APS incurs in providing transmission and ancillary services. The requested formula rate would result in an estimated $37 million increase in annual transmission revenues to become effective October 1, 2007. The proposed formula rate would be updated each year on June 1 on the basis of APS’ actual cost of service, as disclosed in APS’ FERC Form 1 reports, and projected capital expenditures. The FERC is expected to issue its initial order on this matter within 60 days of APS’ filing. Approximately $30 million of the requested increase represents charges for transmission services to serve APS’ retail customers (“Retail Transmission Charges”) and, as a result, would not affect APS’ earnings until such time as APS retail rates are adjusted to include these charges. As part of a retail rate case settlement order in 2005, the ACC approved a mechanism by which changes in Retail Transmission Charges can be reflected in APS’ retail rates. APS is currently addressing the appropriate procedure to implement the retail rate change if the requested Retail Transmission Charges are permitted to become effective by FERC.

6. Retirement Plans and Other Benefits

     Pinnacle West sponsors a qualified defined benefit and account balance pension plan, a nonqualified supplemental excess benefit retirement plan (“SEBRP”), and other postretirement benefit plans for the employees of Pinnacle West and our subsidiaries. Pinnacle West uses a December 31 measurement date for its pension and other postretirement benefit plans. The market-related value of our plan assets is their fair value at the measurement date.

     Pursuant to the ACC’s June 28, 2007 order in APS’ general rate case, APS was not allowed to recover the pension costs associated with the SEBRP through the ratemaking process. Therefore, the amounts that were previously recorded as a regulatory asset, approximately $45 million ($27 million, net of income taxes), were charged to other comprehensive income at June 30, 2007 (see Notes 11 and S-2). This treatment is consistent with the accounting for this type of plan by our unregulated entities.

     The following table provides details of the plans’ benefit costs for the three and six months ended June 30, 2007 and 2006. Also included is the portion of these costs charged to expense, including administrative costs and excluding amounts billed to electric plant participants or capitalized as overhead construction (dollars in millions):

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Pension Benefits																Other Benefits
		Three Months								Six Months								Three Months								Six Months
		Ended June 30,								Ended June 30,								Ended June 30,								Ended June 30,
		2007				2006				2007				2006				2007				2006				2007				2006
Service cost-benefits earned during the period		$	12			$	9			$	25			$	24			$	3			$	2			$	9			$	10
Interest cost on benefit obligation			23				17				50				46				5				4				18				17
Expected return on plan assets			(25	)			(18	)			(53	)			(48	)			(6	)			(4	)			(21	)			(18	)
Amortization of:
Transition (asset) obligation			—				—				—				(1	)			—				—				2				2
Prior service cost			1				1				2				1				—				—				—				—
Net actuarial loss			4				4				8				12				1				1				2				4
Net periodic benefit cost		$	15			$	13			$	32			$	34			$	3			$	3			$	10			$	15
Portion of cost charged to expense		$	7			$	5			$	14			$	14			$	1			$	1			$	5			$	6
APS’ share of costs charged to expense		$	6			$	5			$	13			$	13			$	1			$	1			$	4			$	6

Contributions

     The contribution to our pension plan in 2007 is estimated to be approximately $52 million, of which approximately $0.3 million was contributed through August 2007. The contribution to our other postretirement benefit plans in 2007 is estimated to be approximately $21 million. APS’ share is approximately 96% of both plans.

7. Business Segments

     Pinnacle West’s two principal business segments are:

	•		our regulated electricity segment, which consists of traditional regulated retail and wholesale electricity businesses (primarily electricity service to Native Load customers) and related activities and includes electricity generation, transmission and distribution; and
	•		our real estate segment, which consists of SunCor’s real estate development and investment activities.

     Financial data for the three and six months ended June 30, 2007 and 2006 and at June 30, 2007 and December 31, 2006 by business segment is provided as follows (dollars in millions):

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
Operating Revenues:
Regulated electricity		$	712			$	713			$	1,248			$	1,179
Real estate			48				113				126				220
Other			103				99				185				196
Total		$	863			$	925			$	1,559			$	1,595
Net Income:
Regulated electricity		$	71			$	95			$	74			$	82
Real estate			—				9				10				32
Other			8				8				12				11
Total		$	79			$	112			$	96			$	125

		As of				As of
		June 30, 2007				December 31, 2006
Assets:
Regulated electricity		$	10,239			$	10,566
Real estate			665				591
Other			278				299
Total		$	11,182			$	11,456

8. Income Taxes

     As a result of a change in IRS guidance, we claimed a tax deduction related to an APS tax accounting method change on the 2001 federal consolidated income tax return. The accelerated deduction resulted in a $200 million reduction in the current income tax liability and a corresponding increase in the plant-related deferred tax liability. The 2001 federal consolidated income tax return is currently under examination by the IRS. As part of this ongoing examination, the IRS is reviewing this accounting method change and the resultant deduction. During 2007, it is expected that the IRS will finalize its examination and will issue a settlement on the tax accounting method change. At this time, an estimate of the range of reasonably possible change in the uncertain tax position cannot be made. However, we do not expect the ultimate outcome of this examination to have a material adverse impact on our financial position or results of operations. We expect that it will have a negative impact on cash flows.

     We adopted FIN 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” on January 1, 2007. The effect of applying the new guidance was not significantly different in terms of tax impacts from the application of our previous policy. Accordingly, the impact to retained earnings upon adoption was immaterial. In addition, the guidance required us to reclassify certain tax benefits, which had the effect of increasing accrued taxes and deferred debits by approximately $50 million to better reflect the expected timing of the payment of taxes and interest.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The total amount of unrecognized tax benefits recorded in accrued taxes as of January 1, 2007 was $186 million, of which $179 million related to APS. The majority of the unrecognized tax benefits relate to the 2001 tax return position described above. Included in the balance of unrecognized tax benefits at January 1, 2007 are approximately $5 million of tax positions for consolidated Pinnacle West that, if recognized, would decrease our effective tax rate. For APS, approximately $3 million would have the same effect.

     We continue to recognize potential accrued interest related to unrecognized tax benefits in the financial statements as income tax expense. As of January 1, 2007, the total amount of accrued interest expense related to uncertain tax positions was $54 million for consolidated Pinnacle West, which is included as a component of the $186 million unrecognized tax benefit noted above. APS’ share included in the total was approximately $53 million. Additionally, Pinnacle West has accrued $9 million of interest income to be received on the overpayment of income taxes for certain adjustments that we have filed, or will file, with the IRS. The application of FIN 48 did not have a material impact for the six months ended June 30, 2007.

     As of January 1, 2007, the tax year ended December 31, 1999 and all subsequent tax years remain subject to examination by federal and state taxing authorities. In addition, tax years ended prior to December 31, 1999 may remain subject to examination by state taxing authorities.

9. Variable-Interest Entities

     In 1986, APS entered into agreements with three separate VIE lessors in order to sell and lease back interests in Palo Verde Unit 2. The leases are accounted for as operating leases in accordance with GAAP. We are not the primary beneficiary of the Palo Verde VIEs and, accordingly, do not consolidate them.

     APS is exposed to losses under the Palo Verde sale leaseback agreements upon the occurrence of certain events that APS does not consider to be reasonably likely to occur. Under certain circumstances (for example, the NRC issuing specified violation orders with respect to Palo Verde or the occurrence of specified nuclear events), APS would be required to assume the debt associated with the transactions, make specified payments to the equity participants, and take title to the leased Unit 2 interests, which, if appropriate, may be required to be written down in value. If such an event had occurred as of June 30, 2007, APS would have been required to assume approximately $208 million of debt and pay the equity participants approximately $174 million.

10. Derivative and Energy Trading Accounting

     We use derivative instruments (primarily forward purchases and sales, swaps, options and futures) to manage our exposure to the commodity price risk inherent in the purchase and sale of fuel, electricity and emission allowances and credits. As of June 30, 2007, we hedged exposures to the price variability of the power and gas commodities for a maximum of 3.25 years. The changes in market value of such contracts have a high correlation to price changes in the hedged transactions. In addition, subject to specified risk parameters monitored by the ERMC, we engage in marketing and trading activities intended to profit from market price movements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cash Flow Hedges

     The changes in the fair value of our hedged positions included in the Condensed Consolidated Statements of Income, after consideration of amounts deferred under the PSA, for the three and six months ended June 30, 2007 and 2006 are comprised of the following (dollars in thousands):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
Gains (losses) on the ineffective portion of derivatives qualifying for hedge accounting		$	422			$	(2,975	)		$	1,333			$	(3,154	)
Gains (losses) from the change in options’ time value excluded from measurement of effectiveness			—				3				—				(14	)
Gains from the discontinuance of cash flow hedges			—				—				314				434

     During the next twelve months ending June 30, 2008, we estimate that a net gain of $37 million before income taxes will be reclassified from accumulated other comprehensive income as an offset to the effect of market price changes for the related hedged transactions. To the extent the amounts are eligible for inclusion in the PSA, the amounts will be recorded as either a regulatory asset or liability and have no effect on earnings (see Note 5).

     Our assets and liabilities from risk management and trading activities are presented in two categories, regulated electricity and marketing and trading.

     The following tables summarize our assets and liabilities from risk management and trading activities at June 30, 2007 and December 31, 2006 (dollars in thousands):

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

						Investments								Deferred
		Current				and Other				Current				Credits and				Net Asset
June 30, 2007		Assets				Assets				Liabilities				Other				(Liability)
Regulated electricity:
Mark-to-market		$	47,698			$	61,239			$	(70,823	)		$	(44,571	)		$	(6,457	)
Margin account and options			52,453				—				—				—				52,453
Marketing and trading:
Mark-to-market			94,653				39,790				(54,883	)			(15,025	)			64,535
Options, emission allowances and other contracts– at cost			2,471				12,590				(30,864	)			—				(15,803	)
Total		$	197,275			$	113,619			$	(156,570	)		$	(59,596	)		$	94,728

						Investments								Deferred
		Current				and Other				Current				Credits and				Net Asset
December 31, 2006		Assets				Assets				Liabilities				Other				(Liability)
Regulated electricity:
Mark-to-market		$	458,034			$	96,892			$	(481,661	)		$	(135,056	)		$	(61,791	)
Margin account and options			77,705				—				(2,228	)			—				75,477
Marketing and trading:
Mark-to-market			105,301				69,480				(61,553	)			(36,114	)			77,114
Options and emission allowances – at cost			—				839				(12,753	)			—				(11,914	)
Total		$	641,040			$	167,211			$	(558,195	)		$	(171,170	)		$	78,886

     During the first quarter of 2007, we changed the presentation of mark-to-market positions related to natural gas basis swaps in the regulated electricity segment. We historically presented the buy side and the sell side of such swaps at fair value gross on our consolidated balance sheets, which resulted in mark-to-market assets and separate mark-to-market liabilities. We now offset these matching assets and liabilities, thus presenting the net mark-to-market position by contract, which correctly reflects the true nature of these contracts. The net asset/liability position as historically disclosed in the table above is unchanged. Further, this change has no impact on results of operations, common stock equity or cash flows. Had we previously presented such amounts net, the effect on the December 31, 2006 balance sheet would have been to decrease Current Assets and Current Liabilities by $376 million and decrease Investments and Other Assets and Deferred Credits and Other by $59 million. We believe that the effect of presenting these contracts gross in prior periods is immaterial to previously issued financial statements.

     We maintain a margin account with a broker to support our risk management and trading activities. The margin account was an asset of $52 million at June 30, 2007 and $73 million at December 31, 2006 and is included in the margin account in the table above. Cash is deposited with

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the broker in this account at the time futures or options contracts are initiated. The change in market value of these contracts (reflected in mark-to-market) requires adjustment of the margin account balance.

     Cash or other assets may be required to serve as collateral against our open positions on certain energy-related contracts. Collateral provided to counterparties was $5 million at June 30, 2007 and $10 million at December 31, 2006, and is included in other current assets on the Condensed Consolidated Balance Sheets. Collateral provided to us by counterparties was $3 million at June 30, 2007 and $54 million at December 31, 2006, and is included in other current liabilities on the Condensed Consolidated Balance Sheets.

Credit Risk

     We are exposed to losses in the event of nonperformance or nonpayment by counterparties. We have risk management and trading contracts with many counterparties, including one counterparty for which a worst case exposure represents approximately 14% of Pinnacle West’s $311 million of risk management and trading assets as of June 30, 2007. Our risk management process assesses and monitors the financial exposure of this and all other counterparties. Despite the fact that the great majority of trading counterparties’ securities are rated as investment grade by the credit rating agencies, including the counterparty discussed above, there is still a possibility that one or more of these companies could default, resulting in a material impact on consolidated earnings for a given period. Counterparties in the portfolio consist principally of financial institutions, major energy companies, municipalities and local distribution companies. We maintain credit policies that we believe minimize overall credit risk to within acceptable limits. Determination of the credit quality of our counterparties is based upon a number of factors, including credit ratings and our evaluation of their financial condition. To manage credit risk, we employ collateral requirements, standardized agreements that allow for the netting of positive and negative exposures associated with a single counterparty and credit default swaps. Valuation adjustments are established representing our estimated credit losses on our overall exposure to counterparties.

11. Comprehensive Income (Loss)

     Components of comprehensive income (loss) for the three and six months ended June 30, 2007 and 2006 are as follows (dollars in thousands):

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2007				2006				2007				2006
Net income		$	78,994			$	112,154			$	95,524			$	124,609
Other comprehensive income (loss):
Net unrealized gains (losses) on derivative instruments (a)			(32,880	)			(69,124	)			29,680				(274,107	)
Net reclassification of realized gains to income (b)			(14,049	)			(676	)			(19,061	)			(18,206	)
Net unrealized losses related to pension and other postretirement benefits (c)			(44,573	)			—				(44,573	)			—
Reclassification of pension and other postretirement benefits to income			228				—				479				—
Income tax benefit related to items of other comprehensive income			35,724				27,257				13,154				114,149
Total other comprehensive loss			(55,550	)			(42,543	)			(20,321	)			(178,164	)
Comprehensive income (loss)		$	23,444			$	69,611			$	75,203			$	(53,555	)

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12. Commitments and Contingencies

Palo Verde Nuclear Generating Station

     Spent Nuclear Fuel and Waste Disposal

     Nuclear power plant operators are required to enter into spent fuel disposal contracts with the DOE, and the DOE is required to accept and dispose of all spent nuclear fuel and other high-level radioactive wastes generated by domestic power reactors. Although the Nuclear Waste Policy Act required the DOE to develop a permanent repository for the storage and disposal of spent nuclear fuel by 1998, the DOE has announced that the repository cannot be completed before at least 2017. In November 1997, the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit) issued a decision preventing the DOE from excusing its own delay, but refused to order the DOE to begin accepting spent nuclear fuel. Based on this decision and the DOE’s delay, a number of utilities, including APS (on behalf of itself and the other Palo Verde owners), filed damages actions against the DOE in the Court of Federal Claims. APS is currently pursuing that damages claim.

     APS currently estimates it will incur $147 million (in 2006 dollars) over the life of Palo Verde for its share of the costs related to the on-site interim storage of spent nuclear fuel. At June 30, 2007, APS had a regulatory liability of approximately $5 million that represents amounts recovered in retail rates in excess of amounts spent for on-site interim spent fuel storage.

     NRC Matters

     In October 2006, the NRC conducted an inspection of the Palo Verde emergency diesel generators after a Palo Verde Unit 3 generator started but did not provide electrical output during routine inspections on July 25 and September 22, 2006. On February 22, 2007, the NRC issued a “white” finding (low to moderate safety significance) for this matter. Under the NRC’s Action Matrix, this finding, coupled with a previous NRC “yellow” finding relating to a 2004 matter involving Palo Verde’s safety injection systems, resulted in Palo Verde Unit 3 being placed in the “multiple/repetitive degraded cornerstone” column of the NRC’s Action Matrix, which has resulted in an enhanced NRC inspection regimen. On June 21, 2007, the NRC issued a confirmatory action letter confirming APS’ commitments regarding specific actions APS will take to improve Palo Verde’s performance. APS continues to implement its plan to improve Palo Verde’s performance. APS does not currently believe that this matter will have a material adverse impact on APS’ financial position, results of operations, or cash flows.

     On November 9, 2006, APS notified the NRC that a senior reactor operator at Palo Verde had attempted to cover up a mistaken entry the operator had made in a Palo Verde operations verification log. The senior reactor operator resigned shortly thereafter. By letter dated July 12, 2007, the NRC notified APS that, based upon the results of its investigation of the matter, the NRC is considering an escalated enforcement action against Palo Verde due to the willfulness of the senior reactor operator’s actions. The NRC noted in its letter that the safety significance of the matter was very low. In accordance with NRC procedures, APS has requested alternative dispute resolution with the NRC in an attempt to resolve this issue. APS cannot predict the outcome of this matter.

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

California Energy Market Issues and Refunds in the Pacific Northwest

     FERC

     In July 2001, the FERC ordered an expedited fact-finding hearing to calculate refunds for spot market transactions in California during a specified time frame. APS was a seller and a purchaser in the California markets at issue and, to the extent that refunds are ordered, APS should be a recipient as well as a payor of such amounts. The FERC is still considering the evidence and refund amounts have not yet been finalized. However, on September 6, 2005, the Ninth Circuit issued a decision, concluding that the FERC may not order refunds from entities that are not within the FERC’s jurisdiction. Because a number of the entities owing refunds under the FERC’s calculations are not within the FERC’s jurisdiction, this order may affect the level of recovery of refunds due in this proceeding. In addition, on August 8, 2005, the FERC issued an order allowing sellers in the California markets to demonstrate that its refund methodology results in an overall revenue shortfall for their transactions in the relevant markets over a specified time frame. More than twenty sellers made such cost recovery filings on September 14, 2005. On January 26, 2006, the FERC conditionally accepted thirteen of these filings, reducing the refund liability for these sellers. Correspondingly, this will reduce the recovery of total refunds in the California markets. On August 2, 2006, the Ninth Circuit issued a decision on the appropriate temporal scope and the type of transactions that are properly subject to the refund orders. In the decision, the Court preserved the scope of the FERC’s existing refund proceedings, but also expanded it potentially to include additional transactions, remanding the orders to the FERC for further proceedings. Various parties filed petitions for rehearing on this order. In addition, on December 19, 2006, the Ninth Circuit issued a decision on the appropriate standard of review at the FERC on wholesale power contracts in the refund proceedings, specifically addressing the application of the so-called “just and reasonable” standard as opposed to the “public interest” standard. In so doing, the Ninth Circuit remanded the matter back to the FERC with the requirement that the FERC review the refund matter using the appropriate standard of review. Like the August 2, 2006 Ninth Circuit decision, the December 19, 2006 decision has the potential to expand the existing FERC refund proceedings. We currently believe the refund claims at FERC will have no material adverse impact on our financial position, results of operations, or cash flows.

     On March 19, 2002, the State of California filed a complaint with the FERC alleging that wholesale sellers of power and energy, including the Company, failed to properly file rate information at the FERC in connection with sales to California from 2000 to the present under market-based rates. The complaint requests the FERC to require the wholesale sellers to refund any rates that are “found to exceed just and reasonable levels.” This complaint was dismissed by the FERC and the State of California appealed the matter to the Ninth Circuit Court of Appeals. In an order issued September 9, 2004, the Ninth Circuit upheld the FERC’s authority to permit market-based rates, but rejected the FERC’s claim that it was without authority to consider retroactive refunds when a utility has not strictly adhered to the quarterly reporting requirements of the market-based rate system. On September 9, 2004, the Ninth Circuit remanded the case to the FERC for further proceedings. Several of the intervenors in this appeal filed a petition for rehearing of this decision on October 25, 2004. The petition for rehearing was denied on July 31, 2006. On December 28, 2006, certain parties petitioned the Supreme Court for a writ of certiorari. This petition was denied on June 18, 2007. On October 10, 2006, the State of California filed a motion to stay the issuance of the mandate (scheduled to be issued on November 2, 2006) until June 13, 2007.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On June 12, 2007, the Ninth Circuit extended the stay until August 13, 2007. The outcome of the further proceedings cannot be predicted at this time.

     On July 25, 2001, the FERC also ordered an evidentiary proceeding to discuss and evaluate possible refunds for wholesale sales in the Pacific Northwest. The FERC affirmed the ALJ’s conclusion that the prices in the Pacific Northwest were not unreasonable or unjust and refunds should not be ordered in this proceeding. This decision has now been appealed to the Ninth Circuit Court of Appeals and oral argument was held on January 8, 2007. Although the FERC ruling in this matter is being appealed and the FERC has not yet calculated the specific refund amounts due in California, we do not expect that the resolution of these issues, as to the amounts alleged in the proceedings, will have a material adverse impact on our financial position, results of operations or cash flows.

     On March 26, 2003, the FERC made public a Final Report on Price Manipulation in Western Markets, prepared by its staff and covering spot markets in the West in 2000 and 2001. The report stated that a significant number of entities who participated in the California markets during the 2000-2001 time period, including APS, may potentially have been involved in arbitrage transactions that allegedly violated certain provisions of the Independent System Operator tariff. After reviewing the matter, along with the data supplied by APS, the FERC staff moved to dismiss the claims against APS and to dismiss the proceeding. The motion to dismiss was granted by the FERC on January 22, 2004. Certain parties have sought rehearing of this order, and that request is pending.

FERC Order

     See “FERC Order” in Note 5 for a discussion of an order issued by the FERC on April 17, 2006.

Natural Gas Supply

     Pursuant to the terms of a comprehensive settlement entered into in 1996 with El Paso Natural Gas Company, the rates charged for natural gas transportation were subject to a rate moratorium through December 31, 2005.

     On July 9, 2003, the FERC issued an order that altered the capacity rights of parties to the 1996 settlement but maintained the cost responsibility provisions agreed to by parties to that settlement. On December 28, 2004, the D.C. Court of Appeals upheld the FERC’s authority to alter the capacity rights of parties to the settlement. With respect to the FERC’s authority to maintain the cost responsibility provisions of the settlement, a party has sought appellate review and is seeking to reallocate the cost responsibility associated with the changed contractual obligations in a way that would be less favorable to APS than under the FERC’s July 9, 2003 order. Should this party prevail on this point, APS’ annual capacity cost could be increased by approximately $3 million per year after income taxes for the period September 2003 through December 2005. This appeal had been stayed pending further consideration by the FERC. On May 26, 2006, the FERC issued an Order on Remand affirming its earlier decision that there is no basis for modifying the settlement rates during the remaining term of the settlement. The party seeking appellate review is continuing to pursue an appeal of this issue and has therefore sought rehearing of the May 26, 2006 order. A final FERC order is pending.

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Navajo Nation Litigation

     In June 1999, the Navajo Nation served Salt River Project with a lawsuit filed in the United States District Court for the District of Columbia (the “D.C. Lawsuit”) naming Salt River Project, several Peabody Coal Company entities (collectively, “Peabody”), Southern California Edison Company and other defendants, and citing various claims in connection with the renegotiations of the coal royalty and lease agreements under which Peabody mines coal for the Navajo Generating Station and the Mohave Generating Station. APS is a 14% owner of the Navajo Generating Station, which Salt River Project operates. The D.C. Lawsuit alleges, among other things, that the defendants obtained a favorable coal royalty rate by improperly influencing the outcome of a federal administrative process under which the royalty rate was to be adjusted. The suit seeks $600 million in damages, treble damages, punitive damages of not less than $1 billion, and the ejection of defendants “from all possessory interests and Navajo Tribal lands arising out of the [primary coal lease].” In July 2001, the court dismissed all claims against Salt River Project.

     In January 2005, Peabody served APS with a lawsuit filed in the Circuit Court for the City of St. Louis naming APS and the other Navajo Generating Station participants and seeking, among other things, a declaration that the participants “are obligated to reimburse Peabody for any royalty, tax, or other obligation arising out of the D.C. Lawsuit.” Based on APS’ ownership interest in the Navajo Generating Station, APS could be liable for up to 14% of any such obligation. APS cannot currently predict the outcome of this matter.

Superfund

     Superfund establishes liability for the cleanup of hazardous substances found contaminating the soil, water or air. Those who generated, transported or disposed of hazardous substances at a contaminated site are among those who are PRPs. PRPs may be strictly, and often jointly and severally, liable for clean-up. On September 3, 2003, the EPA advised APS that the EPA considers APS to be a PRP in the Motorola 52^nd Street Superfund Site, Operable Unit 3 (OU3) in Phoenix, Arizona. APS has facilities that are within this Superfund site. APS and Pinnacle West have agreed with the EPA to perform certain investigative activities of the APS facilities within OU3. Because the investigation has not yet been completed and ultimate remediation requirements are not yet finalized, neither APS nor Pinnacle West can currently estimate the expenditures that may be required.

Salt River Project

     Salt River Project has notified APS that Salt River Project allegedly failed to bill APS for (a) energy losses under certain service schedules of a power contract between the parties, and (b) certain other charges under the contract. Salt River Project asserts that certain of these failures to bill APS for such losses and charges may extend back to 1996 and, as a result, claims that APS owes it approximately $29 million. APS disputes that it is required to pay these amounts. No lawsuit or litigation has been initiated in the matter at this time. We do not expect that resolution of this matter will have a material adverse impact on our financial position, results of operations, or cash flows.

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Litigation

     We are party to various other claims, legal actions and complaints arising in the ordinary course of business, including but not limited to environmental matters related to the Clean Air Act, Navajo Nation issues and EPA and ADEQ issues. In our opinion, the ultimate resolution of these matters will not have a material adverse effect on our results of operations, cash flows or liquidity.

13. Nuclear Insurance

     The Palo Verde participants have insurance for public liability resulting from nuclear energy hazards to the full limit of liability under federal law. This potential liability is covered by primary liability insurance provided by commercial insurance carriers in the amount of $300 million and the balance by an industry-wide retrospective assessment program. If losses at any nuclear power plant covered by the program exceed the accumulated funds, APS could be assessed retrospective premium adjustments. The maximum assessment per reactor under the program for each nuclear incident is approximately $101 million, subject to an annual limit of $15 million per incident, to be periodically adjusted for inflation. Based on APS’ interest in the three Palo Verde units, APS’ maximum potential assessment per incident for all three units is approximately $88 million, with an annual payment limitation of approximately $13 million.

     The Palo Verde participants maintain “all risk” (including nuclear hazards) insurance for property damage to, and decontamination of, property at Palo Verde in the aggregate amount of $2.75 billion, a substantial portion of which must first be applied to stabilization and decontamination. APS has also secured insurance against portions of any increased cost of generation or purchased power and business interruption resulting from a sudden and unforeseen accidental outage of any of the three units. The property damage, decontamination, and replacement power coverages are provided by Nuclear Electric Insurance Limited (NEIL). APS is subject to retrospective assessments under all NEIL policies if NEIL’s losses in any policy year exceed accumulated funds. The maximum amount of retrospective assessments APS could incur under the current NEIL policies totals $18.1 million. The insurance coverage discussed in this and the previous paragraph is subject to certain policy conditions and exclusions.

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

14. Other Income and Other Expense

     The following table provides detail of other income and other expense for the three and six months ended June 30, 2007 and 2006 (dollars in thousands):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
Other income:
SO2 emission allowance sales and other (a)		$	—			$	8,810			$	—			$	9,171
Interest income			1,950				2,285				5,362				7,190
Investment gains — net			2,681				—				942				—
SunCor other income (b)			778				717				1,358				883
Miscellaneous			460				210				980				245
Total other income		$	5,869			$	12,022			$	8,642			$	17,489
Other expense:
Non-operating costs (a)		$	(2,344	)		$	(3,828	)		$	(5,655	)		$	(7,547	)
Investment losses — net			—				(1,066	)			—				(1,097	)
Miscellaneous			(925	)			(921	)			(2,228	)			(1,712	)
Total other expense		$	(3,269	)		$	(5,815	)		$	(7,883	)		$	(10,356	)

15. Guarantees

     We have issued parental guarantees and letters of credit and obtained surety bonds on behalf of our subsidiaries. Our parental guarantees for Pinnacle West Marketing & Trading relate to commodity energy products. Our credit support instruments enable APS Energy Services to offer commodity energy and energy-related products. Non-performance or non-payment under the original contract by our subsidiaries would require us to perform under the guarantee or surety bond. No liability is currently recorded on the Condensed Consolidated Balance Sheets related to Pinnacle West’s current outstanding guarantees on behalf of our subsidiaries. Our guarantees have no recourse or collateral provisions to allow us to recover amounts paid under the guarantees. The amounts and approximate terms of our guarantees and surety bonds for each subsidiary at June 30, 2007 are as follows (dollars in millions):

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Guarantees								Surety Bonds
						Term								Term
		Amount				(in years)				Amount				(in years)
Parental:
Pinnacle West Marketing & Trading		$	51				1			$	—				—
APS Energy Services			18				1				24				1
Total		$	69							$	24

     At June 30, 2007, Pinnacle West had approximately $5 million of letters of credit related to workers’ compensation expiring in late 2007. We intend to provide from either existing or new facilities for the extension, renewal or substitution of the letters of credit to the extent required.

     APS has entered into various agreements that require letters of credit for financial assurance purposes. At June 30, 2007, approximately $200 million of letters of credit were outstanding to support existing pollution control bonds of approximately $200 million. The letters of credit are available to fund the payment of principal and interest of such debt obligations and expire in 2010. APS has also entered into approximately $86 million of letters of credit to support certain equity lessors in the Palo Verde sale leaseback transactions (see Note 9 for further details on the Palo Verde sale leaseback transactions). These letters of credit expire in 2010. Additionally, at June 30, 2007, APS had approximately $4 million of letters of credit related to counterparty collateral requirements expiring in 2007. APS intends to provide from either existing or new facilities for the extension, renewal or substitution of the letters of credit to the extent required.

     We enter into agreements that include indemnification provisions relating to liabilities arising from or related to certain of our agreements; most significantly, APS has agreed to indemnify the equity participants and other parties in the Palo Verde sale leaseback transactions with respect to certain tax matters. Generally, a maximum obligation is not explicitly stated in the indemnification provisions and, therefore, the overall maximum amount of the obligation under such indemnification provisions cannot be reasonably estimated. Based on historical experience and evaluation of the specific indemnities, we do not believe that any material loss related to such indemnification provisions is likely.

16. Earnings Per Share

     The following table presents earnings per weighted average common share outstanding for the three and six months ended June 30, 2007 and 2006:

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
Basic earnings per share:
Income from continuing operations		$	0.78			$	1.12			$	0.94			$	1.23
Income from discontinued operations			0.01				0.01				0.01				0.03
Earnings per share — basic		$	0.79			$	1.13			$	0.95			$	1.26
Diluted earnings per share:
Income from continuing operations		$	0.78			$	1.11			$	0.94			$	1.23
Income from discontinued operations			—				0.02				0.01				0.02
Earnings per share — diluted		$	0.78			$	1.13			$	0.95			$	1.25

     Dilutive stock options and performance shares increased average common shares outstanding by approximately 550,000 shares and 419,000 shares for the three months ended June 30, 2007 and June 30, 2006, respectively, and by approximately 580,000 shares and 394,000 shares for the six months ended June 30, 2007 and 2006, respectively.

     Options to purchase 113,250 shares of common stock for the three-month period ended June 30, 2007 were outstanding but were excluded from the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common shares. There were no such options outstanding for the six-month period ended June 30, 2007. Options to purchase shares of common stock that were excluded from the computation of diluted earnings per share for that same reason were 881,628 shares for the three-month period ended June 30, 2006 and 808,876 shares for the six-month period ended June 30, 2006.

17. Discontinued Operations

     SunCor (real estate segment) – In 2006 and 2007, SunCor sold commercial properties that were required to be reported as discontinued operations on Pinnacle West’s Condensed Consolidated Statements of Income in accordance with SFAS No. 144. As a result of those sales, we recorded in 2007 a gain from discontinued operations of approximately $1 million ($1 million pretax). The assets held for sale at June 30, 2007 relate to property in the amount of $21 million. The following table contains SunCor’s revenue, income before income taxes and income after income taxes classified as discontinued operations on Pinnacle West’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2007 and 2006 (dollars in millions):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
Revenue		$	1			$	2			$	3			$	3
Income before income taxes			1				2				2				3
Income after income taxes			—				1				2				2

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

18. Nuclear Decommissioning Trust

     To fund the costs APS expects to incur to decommission Palo Verde, APS established external decommissioning trusts in accordance with NRC regulations. APS invests the trust funds in fixed income and equity securities. APS applies the provisions of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” in accounting for investments in decommissioning trust funds, and classifies these investments as available for sale. As a result, we record the decommissioning trust funds at their fair value on our Condensed Consolidated Balance Sheets. Because of the ability of APS to recover decommissioning costs in rates and in accordance with the regulatory treatment for decommissioning trust funds, APS has recorded the offsetting amount of unrealized gains (losses) on investment securities in other regulatory liabilities/assets. The following table summarizes the fair value of APS’ nuclear decommissioning trust fund assets at June 30, 2007 and December 31, 2006 (dollars in millions):

						Total Unrealized
		Fair Value				Gains
June 30, 2007
Equity securities		$	178			$	72
Fixed income securities			184				1
Total		$	362			$	73
December 31, 2006
Equity securities		$	164			$	63
Fixed income securities			180				3
Total		$	344			$	66

     The costs of securities sold are determined on the basis of specific identification. The following table sets forth approximate gains and losses and proceeds from the sale of securities by the nuclear decommissioning trust funds (dollars in millions):

		Three Months Ended June 30,								Six Months Ended June 30,
		2007				2006				2007				2006
Realized gains		$	1			$	1			$	2			$	1
Realized losses			(1	)			(1	)			(3	)			(2	)
Proceeds from the sale of securities			70				49				133				115

PINNACLE WEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The fair value of fixed income securities, summarized by contractual maturities, at June 30, 2007 is as follows (dollars in millions):

Fair Value		June 30, 2007
Less than one year		$	17
1 year — 5 years			37
5 years — 10 years			38
Greater than 10 years			92
Total		$	184

19. New Accounting Standards

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This guidance establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Statement is effective for us on January 1, 2008. We are currently evaluating this new guidance.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159 is effective for us on January 1, 2008. We are currently evaluating this new guidance.

     See Note 8 for a discussion of FIN 48 on accounting for uncertainty in income taxes, which we adopted January 1, 2007. The effect of applying the new guidance was not significantly different in terms of tax impacts from the application of our previous policy. Accordingly, the impact to retained earnings upon adoption was immaterial.

ARIZONA PUBLIC SERVICE COMPANY
CONDENSED STATEMENTS OF INCOME
(unaudited)
(dollars in thousands)

		Three Months Ended
		June 30,
		2007				2006
ELECTRIC OPERATING REVENUES
Regulated electricity		$	712,443			$	714,727
Marketing and trading			9,316				4,123
Total			721,759				718,850
OPERATING EXPENSES
Regulated electricity fuel and purchased power			271,301				265,735
Marketing and trading fuel and purchased power			2,105				1,490
Operations and maintenance			170,631				164,373
Depreciation and amortization			90,809				87,969
Income taxes			42,682				46,650
Other taxes			34,588				32,666
Total			612,116				598,883
OPERATING INCOME			109,643				119,967
OTHER INCOME (DEDUCTIONS)
Income taxes			(399	)			953
Allowance for equity funds used during construction			5,195				3,633
Other income (Note S-3)			4,356				10,989
Other expense (Note S-3)			(2,769	)			(4,558	)
Total			6,383				11,017
INTEREST DEDUCTIONS
Interest on long-term debt			40,400				34,890
Interest on short-term borrowings			2,052				2,985
Debt discount, premium and expense			1,159				1,025
Allowance for borrowed funds used during construction			(2,675	)			(1,673	)
Total			40,936				37,227
NET INCOME		$	75,090			$	93,757