INTRODUCTION



The following discussion should be read in conjunction with Pinnacle West's
Condensed Consolidated Financial Statements and APS's Condensed Consolidated
Financial Statements and the related Combined Notes that appear in Item 1 of
this report.  For information on factors that may cause our actual future
results to differ from those we currently seek or anticipate, see
"Forward-Looking Statements" at the front of this report and "Risk Factors" in
Part 1, Item 1A of the 2019 Form 10-K, Part II, Item 1A of the 2020 1st Quarter
10-Q and Part II, Item 1A of this report.

                                    OVERVIEW

Business Overview



Pinnacle West is an investor-owned electric utility holding company based in
Phoenix, Arizona with consolidated assets of about $19 billion. For over 130
years, Pinnacle West and our affiliates have provided energy and energy-related
products to people and businesses throughout Arizona.

Pinnacle West derives essentially all of our revenues and earnings from our
principal subsidiary, APS. APS is Arizona's largest and longest-serving electric
company that generates safe, affordable and reliable electricity for
approximately 1.3 million retail customers in 11 of Arizona's 15 counties. APS
is also the operator and co-owner of Palo Verde - a primary source of
electricity for the southwest United States and the largest nuclear power plant
in the United States.

COVID-19 Pandemic

The COVID-19 pandemic continues to be a rapidly evolving situation. It has led
to economic disruption and volatility in financial markets worldwide. The
Company is operating under long-standing crisis and business continuity plans
that exist to address situations including pandemics like COVID-19. We are
focused on ensuring the health and safety of our employees, contractors and the
general public by helping limit spread of this virus and ensuring continued,
safe and reliable electric service for APS customers.

We have identified business-critical positions in both our operations and
support organizations and identified backup personnel who are intended to
provide support if needed to maintain operations with a reduced workforce.
Essential planned work and capital investments are continuing during the
pandemic but certain non-essential planned work has been postponed to later in
2020. The Company conducted a contract review to confirm adequacy of needed
summer resources and has measures in place to continue to monitor resource needs
and supply chain adequacy. At this time, the Company does not believe it has any
material supply chain risks due to COVID-19 that would impact its ability to
serve customers' needs. The Company's operations and maintenance expenses,
exclusive of bad debt expense, increased by approximately $9 million for the six
months ended June 30, 2020 due to costs for personal protective equipment and
other health and safety-related costs related to COVID-19.  We expect the
Company's operation and maintenance expenses will continue to be impacted for
the remainder of 2020 by the need for additional personal protective equipment
and other health and safety-related costs related to COVID-19.

While the total expected impact of COVID-19 on future sales is currently
unknown, APS has experienced higher electric residential sales and lower
electric commercial and industrial sales since the outset of the pandemic. From
March 13th through July 28, 2020, the cumulative impact in weather-normalized
usage was negative 1%. During that period, APS's retail electric residential
weather-normalized sales increased 4%,

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and its retail electric commercial and industrial weather-normalized sales
decreased 5% in the aggregate. APS expects the reduction in electric demand from
commercial and industrial customers and increased demand from residential
customers to continue in the near term. Based on past experience, a 1% variation
in our annual kWh sales projections under normal business conditions can result
in increases or decreases in annual net income of approximately $20 million.

On March 31, 2020, a stay at home order became effective for the state of
Arizona and remained in effect until May 16, 2020, when it was lifted and
Arizona began reopening. In June 2020, Arizona saw an increase in the number of
COVID-19 cases, hospitalizations, and deaths. Accordingly, on June 29, 2020, the
governor of Arizona closed bars, indoor gyms and fitness clubs or centers,
indoor movie theaters and water parks and tubing operators until July 27, 2020
as a partial reversal of the state's reopening and to mitigate the spread of
COVID-19. On July 23, 2020, the governor of Arizona extended these closures and
they will remain in place and continue to be reviewed for repeal or revision
every two weeks. We cannot predict the impact of the increased spread of
COVID-19 in Arizona and the partial reclosure will have on our financial
position, results of operations or cash flows and we are continuing to monitor
the impacts.

As a result of the COVID-19 pandemic, in mid-March 2020 the commercial paper
markets failed to function normally and we were unable to utilize commercial
paper as our primary method of acquiring short-term capital, which resulted in
us drawing on our revolving credit facilities during the first quarter of 2020.
In mid-April 2020, we were again able to utilize the commercial paper market and
we have paid down the entire amount of the revolving credit facilities that were
utilized as a result of the commercial paper market failure.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act allows employers
to defer payments of the employer share of Social Security payroll taxes that
would have otherwise been owed from March 27, 2020 through December 31, 2020. We
are deferring the cash payment of the employer's portion of Social Security
payroll taxes for the period July 1, 2020 through December 31, 2020 that we
expect will be in the range of $15 million to $20 million. We will pay half of
this cash deferral by December 31, 2021 and the remainder by December 31, 2022.

On June 30, 2020, FERC issued an order granting a waiver request related to the
existing AFUDC rate calculation beginning March 1, 2020 through February 28,
2021.  The order provides a simplified approach that companies may elect to
implement in order to minimize the significant distorted effect on the AFUDC
formula resulting from increased short-term debt financing during the COVID-19
pandemic.  APS has adopted this simplified approach to computing the AFUDC
composite rate  by using a simple average of the actual historical short-term
debt balances for 2019, instead of current period short-term debt balances, and
has left all other aspects of the AFUDC formula composite rate calculation
unchanged. This change impacts the AFUDC composite rate in 2020, but does not
impact prior years.  Furthermore, the change in the composite rate calculation
does not impact our accounting treatment for these costs. The change will not
have a material impact on our financial statements. See Note 1 in our 2019 Form
10-K for information on the accounting treatment for AFUDC.

Due to the COVID-19 pandemic, APS voluntarily suspended disconnections of
customers for nonpayment beginning March 13, 2020.  In addition, APS waived all
late payment fees during this current suspension period.  APS currently
estimates that the Summer Disconnection Moratorium (see Note 4), the suspension
of disconnections during the COVID-19 pandemic and the increased bad debt
expense associated with both events will result in a negative impact to its 2020
operating results of approximately $20 million to $30 million pre-tax above the
impact of disconnections on its operating results for years that did not have
the Summer Disconnection Moratorium or COVID-19 pandemic. APS is anticipating an
increase in bad debt expense associated with the COVID-19 pandemic, but it still
believes that costs associated with the Summer Disconnection Moratorium and the
COVID-19 disconnection suspensions and related bad debt expense with both events
will fall within this estimated $20 million to $30 million range. These
estimated impact amounts

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depend on certain assumptions, including, but not limited to, customer
behaviors, population and employment growth, and the impacts of COVID-19 on the
economy. Additionally, due to COVID-19, APS delayed the reset of the EIS
adjustor and suspended the discontinuation of TEAM Phase II to the first billing
cycle in May 2020 rather than April 2020 (see Note 4 ).

On April 17, 2020, APS filed an application with the ACC requesting a COVID-19
emergency relief package to provide additional assistance to its customers. On
May 5, 2020, the ACC approved APS returning $36 million that had been collected
through the DSM Adjustor Charge, but not allocated for current DSM programs,
directly to customers through a bill credit in June 2020 (see Note 4). As of
June 30, 2020, APS had refunded approximately $40 million to customers. The
additional $4 million over the approved amount was the result of the kWh credit
being based on historic consumption which was different than actual consumption
in the refund period. This difference was recorded to the DSM balancing account
and will be addressed in subsequent DSM filings.

APS has committed in total approximately $8 million to assist customers and
local non-profits and community organizations to help with the impact of the
COVID-19 pandemic. On May 5, 2020, APS voluntarily committed to the ACC to
contribute $5.3 million of non-ratepayer funds to provide assistance to
residential and non-residential customers that have been impacted by the
COVID-19 pandemic ("Customer COVID Assistance"). As part of this Customer COVID
Assistance, APS has established a $2.3 million program to assist extra small and
small non-residential customers that have a delinquency of two or more months
with a one-time credit of $1,000 on each such customer's bill. The other $3
million of the Customer COVID Assistance has not yet been assigned to specific
programs. Beyond the Customer COVID Assistance, APS has also provided $1.5
million to assist customers with a one-time credit of $100 on their bill, with a
priority given to customers on limited-income service plans, and $1.25 million
to assist local non-profits and community organizations working to mitigate the
impacts of the COVID-19 pandemic.

More detailed discussion of the impacts and future uncertainties related to the
COVID­19 pandemic can be found throughout this Management's Discussion and
Analysis of Financial Condition and Results of Operations and the Combined Notes
to Pinnacle West's and APS's financial statements that appear in Item 1of this
report and  "Risk Factors" in Part II, Item 1A of the 2020 1st Quarter 10-Q and
Part II, Item 1A of this report.

Strategic Overview

Our strategy is to deliver shareholder value by creating a sustainable energy future for Arizona with a clean, affordable, reliable and customer-focused plan.

Clean Energy Commitment



We are committed to doing our part to make the future clean and carbon-free. Our
vision for APS and Arizona presents an opportunity to engage with customers,
communities, employees, policymakers, shareholders and others to achieve a
shared, sustainable vision for Arizona. This goal is based on sound science and
supports continued growth and economic development while maintaining reliability
and affordable prices for APS's customers.

APS's new clean energy goals consist of three parts:
•A 2050 goal to provide 100% clean, carbon-free electricity;
•            A 2030 target of achieving a resource mix that is 65% clean energy,
             with 45% of the generation portfolio coming from renewable energy;
             and

•A commitment to end APS's use of coal-fired generation by 2031.


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APS's ability to successfully execute its clean energy commitment is dependent
upon a number of important external factors, some of which include a supportive
regulatory environment, sales and customer growth, development of clean energy
technologies and continued access to capital markets.

2050 Goal: 100% Clean, Carbon-Free Electricity. Achieving a fully clean, carbon-free energy mix by 2050 is our aspiration. The 2050 goal will involve new thinking and depends on improved and new technologies.



2030 Goal: 65% Clean Energy. APS has an energy mix that is already 50% clean
with existing plans to add more renewables and energy storage before 2025. By
building on those plans, APS intends to attain an energy mix that is 65% clean
by 2030, with 45% of APS's generation portfolio coming from renewable energy.
"Clean" is measured as percent of energy mix which includes carbon-free
resources like nuclear and demand-side management, and "renewable" is expressed
as a percent of retail sales. This target will serve as a checkpoint for our
resource planning, investment strategy, and customer affordability efforts as
APS moves toward 100% clean, carbon-free energy mix by 2050.

APS understands that closing its coal-fired power plants will significantly
impact employees as well as the surrounding communities. APS will continue to
engage in meaningful dialogue with these stakeholders in order to explore,
better understand and prepare to address a range of potential effects, including
environmental, social and economic impacts.

2031 Goal: End APS's Use of Coal-Fired Generation. The commitment to end APS's
use of coal-fired generation by 2031 will require APS to cease use of
coal-generation at Four Corners. APS has permanently retired more than 1,000 MW
of coal-fired electric generating capacity. These closures and other measures
taken by APS have resulted in a total reduction of carbon emissions of 26% since
2005. In addition, APS has committed to end the use of coal at its remaining
Cholla units by 2025.

Renewables. APS intends to strengthen its already diverse energy mix by increasing its investments in carbon-free resources. Its near-term actions include competitive solicitations to procure clean energy resources such as solar, wind, energy storage, demand response and DSM resources, all of which lead to a cleaner grid.




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APS has a diverse portfolio of existing and planned renewable resources,
including solar, wind, geothermal, biomass and biogas. APS's clean energy
strategy includes executing purchased power contracts for new facilities,
ongoing development of distributed energy resources and procurement of new
facilities to be owned by APS. The following table summarizes the resources in
APS's renewable energy portfolio that are in operation and under development as
of June 30, 2020. Agreements for the development and completion of future
resources are subject to various conditions, including successful siting,
permitting and interconnection of the projects to the electric grid.
                              Net Capacity in Operation     Net Capacity Planned / Under
                                        (MW)                      Development (MW)
Total APS Owned: Solar                             244                                -
Purchased Power Agreements:
Solar                                              310                                -
Solar + Energy Storage                               -                               50
Wind                                               289                                -
Geothermal                                          10                                -
Biomass                                             14                                -
Biogas                                               3                                -
Total Purchased Power
Agreements                                         626                               50
Total Distributed Energy:
Solar (a)                                        1,019                               29   (b)
Total Renewable Portfolio                        1,889                               79



(a)     Includes rooftop solar facilities owned by third parties. Distributed
generation is produced in Direct Current and is converted to AC for reporting
purposes.
(b) Applications received by APS that are not yet installed and online.



APS has developed and owns solar resources through the ACC-approved AZ Sun
Program.  APS also issued two Requests for Proposal ("RFP") in September 2019.
The first RFP seeks competitive proposals for up to 150 MW of APS-owned solar
resources to be in service by 2021. This solar generation will be designed with
the flexibility to add energy storage as a future option. A second RFP requests
up to 250 MW of wind resources to be in service as soon as possible, but no
later than 2022.

Palo Verde. Palo Verde, the nation's largest carbon-free, clean energy resource,
will continue to be a foundational part of APS's resource portfolio. The plant
supplies nearly 70% of our clean energy and provides the foundation for the
reliable and affordable service for APS customers. Palo Verde is not just the
cornerstone of our current clean energy mix, it also is a significant provider
of clean energy to the southwest United States. The plant's continued operation
is important to a carbon-free and clean energy future for Arizona and the
region, as a reliable, continuous, affordable resource and as a large
contributor to the local economy.

Affordable



We believe it is APS's responsibility to deliver electric services to customers
in the most cost-effective manner. Since January 2018 through June 2020, the
average residential bill decreased by 7.3% or $10.95.

Building upon existing cost management efforts, APS launched a customer
affordability initiative in 2019. The initiative was implemented company-wide to
thoughtfully and deliberately assess our business processes and organizational
approaches to completing high-value work and internal efficiencies. Through the
initiative and existing cost management practices, APS identified $20 million in
possible cost savings for 2020.


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Participation in the EIM continues to be an effective tool for creating savings
for our customers from the real-time, voluntary market. As of June 30, 2020, the
EIM has delivered approximately $158 million in gross benefits to APS customers
since APS began participating in EIM in 2016. APS is in discussions with the EIM
operator, CAISO, and other EIM participants about the feasibility of creating a
voluntary day-ahead market to achieve more cost savings and use the region's
renewable resources more efficiently.

Reliable



While our energy mix evolves, the obligation to deliver reliable service to our
customers remains. Excluding voluntary outages and proactive fire mitigation
efforts, APS finished 2019 with its best score for frequency of customer power
outages.

Planned investments will support operating and maintaining the grid, updating
technology, accommodating customer growth and enabling more renewable energy
resources. Our advanced distribution management system allows operators to
locate outages, control line devices remotely and helps them coordinate more
closely with field crews to safely maintain an increasingly dynamic grid. The
system also integrates a new meter data management system that increases grid
visibility and gives customers access to more of their energy usage data.

Wildfire safety remains a critical focus for APS and other utilities. We
increased investment in fire mitigation efforts to clear defensible space around
our infrastructure, build partnerships with government entities and first
responders and educate customers and communities. These programs contribute to
customer reliability, responsible forest management and safe communities.

The new units at our modernized Ocotillo power plant provide cleaner-running and
more efficient units. They support reliability by responding quickly to the
variability of solar generation, and delivering energy in the late afternoon and
early evening, when solar production declines as the sun sets and customer
demand peaks.

Customer-Focused



Customers are at the core of what APS does every day and APS is committed to
providing options that make it easier for its customers to do business with
them. In 2019, APS launched its redesigned aps.com website and mobile app,
giving customers upgraded access to their energy usage data and billing
information. APS's Customer Care team is using speech analytics to enrich
advisors' interactions with customers over the telephone, and customers can also
communicate with APS through an online chat.

APS expanded financial help for its most vulnerable customers in 2019, allocating $2.75 million in crisis bill assistance and increasing the individual benefit for qualifying customers from $400 to $800 per year. The APS Solar Communities program has allowed more than 600 limited- and moderate-income customers to support clean energy and save money by hosting APS-owned solar systems on their residences in exchange for a monthly bill credit.



APS continues to develop and deploy innovative programs that connect customers
with advanced technologies to help them manage their bills and encourage energy
use during midday, when solar power is most abundant. Three energy storage
programs incorporating smart thermostats, connected water heaters and batteries
are helping customers shift energy use to times when they can take advantage of
low-cost, abundant energy and reduce peak demand on APS's system.

In 2020, APS is convening an advisory panel of customers to gain a deeper understanding of the customer experience through their individual perspectives. A group of customer service advisors, in


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conjunction with local human services agencies, will resume providing in-person
customer support in communities APS serves once it is safe to do so because of
the COVID-19 pandemic.

APS is also providing assistance to residential and business customers that have
been impacted by the COVID-19 pandemic. See "COVID-19 Pandemic" above for more
information about pandemic relief.

Emerging Technologies

Energy Storage



APS deploys a number of advanced technologies on its system, including energy
storage. Storage can provide capacity, improve power quality, be utilized for
system regulation, integrate renewable generation, and in certain circumstances,
be used to defer certain traditional infrastructure investments. Energy storage
can also aid in integrating higher levels of renewables by storing excess energy
when system demand is low and renewable production is high and then releasing
the stored energy during peak demand hours later in the day and after sunset.
APS is utilizing grid-scale energy storage projects to benefit customers, to
increase renewable utilization, and to further our understanding of how storage
works with other advanced technologies and the grid. We are preparing for
additional energy storage in the future.

In early 2018, APS entered into a 15-year power purchase agreement for a 65 MW
solar facility that charges a 50 MW solar-fueled battery. Service under this
agreement is scheduled to begin in 2021. In 2018, APS issued an RFP for
approximately 106 MW of energy storage to be located at up to five of its AZ Sun
sites. Based upon our evaluation of the RFP responses, APS decided to expand the
initial phase of battery deployment to 141 MW by adding a sixth AZ Sun site. In
February 2019, we contracted for the 141 MW and originally anticipated such
facilities could be in service by mid-2020. In April 2019, a battery module in
APS's McMicken battery energy storage facility experienced an equipment failure,
which prompted an internal investigation to determine the cause. APS has
completed its investigation of the McMicken battery incident and is continuing
to determine the timing of future deployment of batteries on APS's system. Due
to the McMicken battery incident, APS is working with the counterparty for the
AZ Sun sites to determine appropriate timing and path forward for such
facilities. Additionally, in February 2019, APS signed two 20-year power
purchase agreements for energy storage totaling 150 MW. Service under these
power purchase agreements is also dependent on the results of the McMicken
battery incident investigation and requires approval from the ACC to allow for
recovery of these agreements through the PSA.

We currently plan to install at least 850 MW of energy storage by 2025,
including the 150 MW of energy storage projects under power purchase agreements
described above.  The additional 700 MW of energy storage is expected to be made
up of the retrofits associated with our AZ Sun sites as described above, along
with current and future RFPs for energy storage and solar plus energy storage
projects. Given the April 2019 event, we continue to evaluate the appropriate
timing and path forward to support the overall capacity goals for our system and
associated energy storage requirements. Currently, APS is pursuing an RFP for
battery-ready solar resources up to 150 MW with results expected in the second
half of 2020.

Electric Vehicles

APS plans to make electric vehicle charging more accessible for its customers
and help Arizona businesses, schools and governments electrify their fleets. In
2019, APS implemented its Take Charge AZ Pilot Program. The program provides
charging equipment, installation, and maintenance to business customers,
government agencies, and multifamily housing communities. Rates are designed to
encourage charging overnight and during daytime off-peak hours when solar energy
is abundant.

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The ACC ordered the state's public service corporations, including APS, to
develop a long-term, comprehensive Statewide Transportation Electrification Plan
("TE Plan") for Arizona. The TE Plan is intended to provide a roadmap for
Transportation Electrification in Arizona, focused on realizing the associated
air quality and economic development benefits for all residents in the state
along with understanding the impact of electric vehicle charging on the grid.
APS is actively participating in this process, which is scheduled to be
completed by the end of 2020 and submitted to the ACC for review and approval.

Hydrogen Production
Palo Verde, in partnership with Idaho National Laboratory and two other
utilities, has been chosen by the DOE's Office of Nuclear Energy to participate
in a hydrogen production project with the goal to improve the long-term economic
competitiveness of the nuclear power industry. The project, planned for 2020
through 2022, will look at how hydrogen produced from Palo Verde energy may be
used as energy storage for use in reverse-operable electrolysis or peaking gas
turbines during times of the day when photovoltaic solar energy sources are
unavailable and energy reserves in the southwest United States are low. It could
also be used to support a rapidly increasing hydrogen transportation fuel
market.

Experience from the pilot project will offer insights into methods for flexible
transitions between electricity and hydrogen generation in solar-dominated
electricity markets, and demonstrate how hydrogen may be used as energy storage
to provide electricity during operating periods when solar is not available.

Carbon Capture



Carbon capture technologies can isolate CO2 and either sequester it permanently
in geologic formations or convert it for use in products. Currently, almost all
existing fossil fuel generators do not control carbon emissions the way they
control emissions of other air pollutants such as sulfur dioxide or oxides of
nitrogen. Carbon capture technologies are still in the demonstration phase and
while they show promise, they are still being tested in real-world conditions.
These technologies could offer the potential to keep in operation existing
generators that otherwise would need to be retired. APS will continue to monitor
this emerging technology.

Regulatory Overview

On October 31, 2019, APS filed an application with the ACC seeking an annual
increase in retail base rates of $69 million. This amount includes recovery of
the deferral and rate base effects of the Four Corners SCR project that is
currently the subject of a separate proceeding (see "SCR Cost Recovery" in Note
4). It also reflects a net credit to base rates of approximately $115 million
primarily due to the prospective inclusion of rate refunds currently provided
through the TEAM. The proposed total revenue increase in APS's application is
$184 million. The average annual customer bill impact of APS's request is an
increase of 5.6% (the average annual bill impact for a typical APS residential
customer is 5.4%).

The principal provisions of APS's application are:

• a test year comprised of twelve months ended June 30, 2019, adjusted as


          described below;


•         an original cost rate base of $8.87 billion, which approximates the

ACC-jurisdictional portion of the book value of utility assets, net of

accumulated depreciation and other credits;

• the following proposed capital structure and costs of capital:


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                                    Capital Structure   Cost of Capital
Long-term debt                                   45.3 %            4.10 %
Common stock equity                              54.7 %           10.15 %
Weighted-average cost of capital                                   7.41 %



•         a 1% return on the increment of fair value rate base above APS's
          original cost rate base, as provided for by Arizona law;


•         authorization to defer until APS's next general rate case the increase
          or decrease in its Arizona property taxes attributable to tax rate
          changes after the date the rate application is adjudicated;


•         a number of proposed rate and program changes for residential
          customers, including:


?               a super off-peak period during the winter months for APS's
                time-of-use with demand rates;


?               additional $1.25 million in funding for APS's limited-income
                crisis bill program; and


? a flat bill/subscription rate pilot program;

• proposed rate design changes for commercial customers, including an


          experimental program designed to provide access to market pricing for
          up to 200 MW of medium and large commercial customers;

• recovery of the deferral and rate base effects of the construction and


          operating costs of the Ocotillo modernization project (see Note 4
          discussion of the 2017 Settlement Agreement); and


•         continued recovery of the remaining investment and other costs related
          to the retirement and closure of the Navajo Plant (see Note 4 for
          details related to the resulting regulatory asset).



APS requested that the increase become effective December 1, 2020.  The hearing
for this rate case was delayed, at the request of ACC Staff and RUCO, and is
currently scheduled to begin December 14, 2020. APS cannot predict the outcome
of its request.

See Note 4 for information regarding additional regulatory matters.

Financial Strength and Flexibility



Pinnacle West and APS currently have ample borrowing capacity under their
respective credit facilities, and may readily access these facilities ensuring
adequate liquidity for each company.  Capital expenditures will be funded with
internally generated cash and external financings, which may include issuances
of long-term debt and Pinnacle West common stock.

Other Subsidiaries



Bright Canyon Energy. On July 31, 2014, Pinnacle West announced its creation of
a wholly-owned subsidiary, BCE.  BCE's strategy is to develop, own, operate and
acquire energy infrastructure in a manner that leverages the Company's core
expertise in the electric energy industry.  In 2014, BCE formed a 50/50 joint
venture with BHE U.S. Transmission LLC, a subsidiary of Berkshire Hathaway
Energy Company.  The joint venture, named TransCanyon, is pursuing independent
transmission opportunities within the eleven states that comprise the Western
Electricity Coordinating Council, excluding opportunities related to
transmission service that would otherwise be provided under the tariffs of the
retail service territories of the venture partners' utility affiliates.

On December 20, 2019, BCE acquired minority ownership positions in two wind
farms under development by Tenaska, the 242 MW Clear Creek wind farm in Missouri
("Clear Creek") and the 250 MW Nobles 2 wind farm in Minnesota ("Nobles 2").
Clear Creek achieved commercial operation in May 2020 and Nobles 2 is expected
to achieve commercial operation in 2020 and deliver power later this year. Both
wind

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farms deliver power under long-term power purchase agreements. BCE indirectly owns 9.9% of Clear Creek and 5.1% of Nobles 2.

El Dorado. El Dorado is a wholly-owned subsidiary of Pinnacle West. El Dorado
owns debt investments and minority interests in several energy-related
investments and Arizona community-based ventures.  El Dorado committed to a $25
million investment in the Energy Impact Partners fund, which is an organization
that focuses on fostering innovation and supporting the transformation of the
utility industry. The investment will be made by El Dorado as investments are
selected by the Energy Impact Partners fund.

Key Financial Drivers



In addition to the continuing impact of the matters described above, many
factors influence our financial results and our future financial outlook,
including those listed below.  We closely monitor these factors to plan for the
Company's current needs, and to adjust our expectations, financial budgets and
forecasts appropriately.

Electric Operating Revenues.  For the years 2017 through 2019, retail electric
revenues comprised approximately 95% of our total operating revenues.  Our
electric operating revenues are affected by customer growth or decline,
variations in weather from period to period, customer mix, average usage per
customer and the impacts of energy efficiency programs, distributed energy
additions, electricity rates and tariffs, the recovery of PSA deferrals and the
operation of other recovery mechanisms.  These revenue transactions are affected
by the availability of excess generation or other energy resources and wholesale
market conditions, including competition, demand and prices.

Actual and Projected Customer and Sales Growth. Retail customers in APS's
service territory increased 2.3% for the six-month period ended June 30, 2020
compared with the prior-year period.  For the three years 2017 through 2019,
APS's customer growth averaged 1.8% per year.  We currently project annual
customer growth to be 1.5 - 2.5% for 2020 and for 2020 through 2022 based on our
assessment of steady population growth in Arizona.

Retail electricity sales in kWh, adjusted to exclude the effects of weather
variations, decreased 0.3% for the six-month period ended June 30, 2020 compared
with the prior-year period. While steady customer growth was offset by energy
savings driven by customer conservation, energy efficiency, and distributed
renewable generation initiatives, the main driver of declining sales for this
period was the impact of business closures due to COVID-19.  Though the total
expected impact of COVID-19 on future sales is currently unknown, APS has
experienced higher electric residential sales and lower electric commercial and
industrial sales since the outset of the pandemic. From March 13th through July
28, 2020, the cumulative impact in weather-normalized usage was negative 1%.
During that period, APS's retail electric residential weather-normalized sales
increased 4%, and its retail electric commercial and industrial
weather-normalized sales decreased 5% in the aggregate. APS expects the
reduction in electric demand from commercial and industrial customers and
increased demand from residential customers to continue in the near term.

For the three years 2017 through 2019, annual retail electricity sales were
about flat, adjusted to exclude the effects of weather variations.  We currently
project that annual retail electricity sales in kWh will be flat to negative
1.0% for 2020 and increase on average in the range of 0.5 - 1.5% during 2020
through 2022, including the effects of customer conservation, energy efficiency
and distributed renewable generation initiatives, but excluding the effects of
weather variations and the impacts of several new large data centers opening
operations in Metro Phoenix.  The impact of new large data centers could raise
the range of expected annual sales growth rate over the 2020 to 2022 period, but
demand from these customers remains uncertain at this time. These estimates
could be further impacted by slower than expected growth of the Arizona economy
or acceleration of the expected effects of customer conservation, energy
efficiency, distributed renewable

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generation initiatives, or customer and sales growth and the economy that is being impacted by COVID-19 not normalizing in 2020.


         Actual sales growth, excluding weather-related variations, may differ
from our projections as a result of numerous factors, such as economic
conditions, customer growth, usage patterns and energy conservation, impacts of
energy efficiency programs and growth in distributed generation, and responses
to retail price changes.  Based on past experience, a 1% variation in our annual
kWh sales projections attributable to such economic factors under normal
business conditions can result in increases or decreases in annual net income of
approximately $20 million.

Weather.  In forecasting the retail sales growth numbers provided above, we
assume normal weather patterns based on historical data.  Historically, extreme
weather variations have resulted in annual variations in net income in excess of
$25 million.  However, our experience indicates that the more typical variations
from normal weather can result in increases or decreases in annual net income of
up to $15 million.

Fuel and Purchased Power Costs. Fuel and purchased power costs included on our
Condensed Consolidated Statements of Income are impacted by our electricity
sales volumes, existing contracts for purchased power and generation fuel, our
power plant performance, transmission availability or constraints, prevailing
market prices, new generating plants being placed in service in our market
areas, changes in our generation resource allocation, our hedging program for
managing such costs and PSA deferrals and the related amortization.

Operations and Maintenance Expenses. Operations and maintenance expenses are
impacted by customer and sales growth, power plant operations, maintenance of
utility plant (including generation, transmission, and distribution facilities),
inflation, unplanned outages, planned outages (typically scheduled in the spring
and fall), renewable energy and demand side management related expenses (which
are offset by the same amount of operating revenues) and other factors.

Depreciation and Amortization Expenses.  Depreciation and amortization expenses
are impacted by net additions to utility plant and other property (such as new
generation, transmission, and distribution facilities), and changes in
depreciation and amortization rates.  See "Liquidity and Capital Resources"
below for information regarding the planned additions to our facilities.

Property Taxes.  Taxes other than income taxes consist primarily of property
taxes, which are affected by the value of property in-service and under
construction, assessment ratios, and tax rates.  The average property tax rate
in Arizona for APS, which owns essentially all of our property, was 10.9% of the
assessed value for 2019, 11.0% for 2018 and 11.2% for 2017. We expect property
taxes to increase as we add new generating units and continue with improvements
and expansions to our existing generating units and transmission and
distribution facilities.

Pension and other postretirement non-service credits - net.  Pension and other
postretirement non-service credits can be impacted by changes in our actuarial
assumptions. The most relevant actuarial assumptions are the discount rate used
to measure our net periodic costs/credit, the expected long-term rate of return
on plan assets used to estimate earnings on invested funds over the long-term,
the mortality assumptions and the assumed healthcare cost trend rates. We review
these assumptions on an annual basis and adjust them as necessary.

Interest Expense.  Interest expense is affected by the amount of debt
outstanding and the interest rates on that debt (see Note 3).  The primary
factors affecting borrowing levels are expected to be our capital expenditures,
long-term debt maturities, equity issuances and internally generated cash flow.
An allowance for

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borrowed funds used during construction offsets a portion of interest expense while capital projects are under construction. We stop accruing AFUDC on a project when it is placed in commercial operation.



Income Taxes.  Income taxes are affected by the amount of pretax book income,
income tax rates, certain deductions and non-taxable items, such as AFUDC.  In
addition, income taxes may also be affected by the settlement of issues with
taxing authorities. On December 22, 2017, the Tax Act was enacted and was
generally effective on January 1, 2018. Changes impacting the Company include a
reduction in the corporate tax rate to 21%, revisions to the rules related to
tax bonus depreciation, limitations on interest deductibility and an associated
exception for certain public utilities, and requirements that certain excess
deferred tax amounts of regulated utilities be normalized. (See Note 15 for
details of the impacts on the Company as of June 30, 2020.) In APS's 2017 rate
case decision, the ACC approved a Tax Expense Adjustor Mechanism which will be
used to pass through the income tax effects to retail customers of the Tax Act.
(See Note 4 for details of the TEAM.)

                             RESULTS OF OPERATIONS

Pinnacle West's only reportable business segment is our regulated electricity
segment, which consists of traditional regulated retail and wholesale
electricity businesses (primarily sales supplied under traditional cost based
rate regulation) and related activities and includes electricity generation,
transmission and distribution.

Operating Results - Three-month period ended June 30, 2020 compared with three-month period ended June 30, 2019.



Our consolidated net income attributable to common shareholders for the three
months ended June 30, 2020 was $194 million, compared with consolidated net
income attributable to common shareholders of $144 million for the prior-year
period.  The results reflect an increase of approximately $48 million for the
regulated electricity segment primarily due to higher revenue driven by the
effects of weather, lower operations and maintenance expense and higher pension
and other postretirement non-service credits, partially offset by higher income
taxes. Weather had a significant impact on our result of operations due to the
hotter than normal weather in 2020 compared to the milder than normal weather in
the same 2019 period.


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The following table presents net income attributable to common shareholders by business segment compared with the prior-year period:



                                                      Three Months Ended
                                                           June 30,
                                                     2020             2019           Net Change
                                                              (dollars in millions)
Regulated Electricity Segment:
Operating revenues less fuel and purchased
power expenses                                  $       690       $       626     $         64
Operations and maintenance                             (218 )            (227 )              9
Depreciation and amortization                          (152 )            (147 )             (5 )
Taxes other than income taxes                           (57 )             (55 )             (2 )
Pension and other postretirement non-service
credits - net                                            14                 6                8
All other income and expenses, net                       19                16                3
Interest charges, net of allowance for borrowed
funds used during construction                          (58 )             (53 )             (5 )
Income taxes                                            (41 )             (17 )            (24 )
Less income related to noncontrolling interests
(Note 6)                                                 (5 )              (5 )              -
Regulated electricity segment income                    192               144               48
All other                                                 2                 -                2

Net Income Attributable to Common Shareholders $ 194 $ 144 $ 50





Operating revenues less fuel and purchased power expenses.  Regulated
electricity segment operating revenues less fuel and purchased power expenses
were $64 million higher for the three months ended June 30, 2020 compared with
the prior-year period.  The following table summarizes the major components of
this change:

                                                                 Increase (Decrease)
                                                                      Fuel and
                                               Operating              purchased
                                               revenues            power expenses           Net change
                                                                (dollars in millions)
Effects of weather                         $           84       $              20       $           64
Refunds due to tax reform (Note 4)                     14                       -                   14
Changes in net fuel and purchased power
costs, including off-system sales margins
and related deferrals                                 (18 )                   (18 )                  -
Lower renewable energy regulatory
surcharges, partially offset by operations
and maintenance costs                                  (3 )                     -                   (3 )
Lower retail revenue due to the impacts of
energy efficiency, distributed generation
and changes in customer usage patterns,
including the impacts of COVID-19,
partially offset by higher customer growth            (17 )                    (2 )                (15 )
Miscellaneous items, net                                -                      (4 )                  4
Total                                      $           60       $              (4 )     $           64



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Operations and maintenance.  Operations and maintenance expenses decreased $9
million for the three months ended June 30, 2020 compared with the prior-year
period primarily because of:

•         A decrease of $13 million primarily related to an increased recovery
          from contributions of administrative and general costs from Palo Verde
          owners;


• A decrease of $5 million related to consulting costs;

• A decrease of $3 million primarily related to costs for renewable

energy and similar regulatory programs, which are partially offset in

operating revenues and purchased power;

• An increase of $3 million for costs related to information technology;





•         An increase of $4 million related to customer bad debt expenses
          primarily related to the Summer Disconnection Moratorium and COVID-19
          disconnect suspensions (see Note 4);


• An increase of $8 million primarily related to personal protective


          equipment and other health and safety-related costs for COVID-19
          response; and


• A decrease of $3 million for other miscellaneous factors.





Depreciation and amortization. Depreciation and amortization expenses were $5
million higher for the three months ended June 30, 2020 compared to the
prior-year period primarily due to increased plant in service of $8 million,
partially offset by the regulatory deferrals for the Ocotillo modernization
project of $3 million.

Pension and other postretirement non-service credits, net. Pension and other
postretirement non-service credits, net were $8 million higher for the three
months ended June 30, 2020 compared to the prior-year period primarily due to
higher market returns in 2019.

Interest charges, net of allowance for borrowed funds used during construction.
Interest charges, net of allowance for borrowed funds used during construction
were $5 million higher for the three months ended June 30, 2020 compared to the
prior-year period primarily due to higher debt balances in the current period.

Income taxes. Income taxes were $24 million higher for the three months ended June 30, 2020 compared with the prior-year period primarily due to higher pre-tax income and reduced amortization of excess deferred taxes (see Note 15).


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Operating Results - Six-month period ended June 30, 2020 compared with six-month period ended June 30, 2019.



Our consolidated net income attributable to common shareholders for the six
months ended June 30, 2020 was $224 million, compared with consolidated net
income attributable to common shareholders of $162 million for the prior-year
period. The results reflect an increase of approximately $59 million for the
regulated electricity segment primarily due to lower operations and maintenance
expense, higher revenue driven by the effects of weather and higher pension and
other postretirement non-service credits, partially offset by higher
depreciation expense. Weather had a significant impact on our result of
operations due to the hotter than normal weather in 2020 compared to the milder
than normal weather in the same 2019 period.

The following table presents net income attributable to common shareholders by business segment compared with the prior-year period:



                                                       Six Months Ended June 30,
                                                        2020               2019           Net Change
                                                                  (dollars in millions)
Regulated Electricity Segment:
Operating revenues less fuel and purchased power
expenses                                           $      1,162       $      1,135     $         27
Operations and maintenance                                 (439 )             (472 )             33
Depreciation and amortization                              (307 )             (296 )            (11 )
Taxes other than income taxes                              (113 )             (110 )             (3 )
Pension and other postretirement non-service
credits - net                                                28                 11               17
All other income and expenses, net                           34                 30                4
Interest charges, net of allowance for borrowed
funds used during construction                             (113 )             (107 )             (6 )
Income taxes                                                (21 )              (19 )             (2 )
Less income related to noncontrolling interests
(Note 6)                                                    (10 )              (10 )              -
Regulated electricity segment income                        221                162               59
All other                                                     3                  -                3

Net Income Attributable to Common Shareholders $ 224 $


   162     $         62




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Operating revenues less fuel and purchased power expenses.  Regulated
electricity segment operating revenues less fuel and purchased power expenses
were $27 million higher for the six months ended June 30, 2020 compared with the
prior-year period.  The following table summarizes the major components of this
change:

                                                               Increase (Decrease)
                                                                    Fuel and
                                               Operating           purchased
                                               revenues          power expenses         Net change
                                                              (dollars in millions)
Effects of weather                         $           67      $           15       $           52
Changes in net fuel and purchased power
costs, including off-system sales margins
and related deferrals                                 (53 )               (56 )                  3
Lower renewable energy regulatory
surcharges, partially offset by operations
and maintenance costs                                  (7 )                 -                   (7 )
Refunds due to tax reform (Note 4)                     (9 )                 -                   (9 )
Lower retail revenue due to the impacts of
energy efficiency, distributed generation
and changes in customer usage patterns,
including the impacts of COVID-19,
partially offset by higher customer growth            (15 )                 -                  (15 )
Miscellaneous items, net                               (2 )                (5 )                  3
Total                                      $          (19 )    $          (46 )     $           27


Operations and maintenance. Operations and maintenance expenses decreased $33 million for the six months ended June 30, 2020 compared with the prior-year period primarily because of:

• A decrease of $15 million primarily related to an increased recovery


          from contributions of administrative and general costs from Palo Verde
          owners;



•         A decrease of $9 million in fossil generation costs primarily due to
          lower planned outages and lower operating costs due to the Navajo Plant
          closure (see Note 4);


• A decrease of $9 million primarily related to costs for renewable

energy and similar regulatory programs, which are partially offset in

operating revenues and purchased power;

• A decrease of $6 million related to consulting costs;

• A decrease of $3 million related to employee benefit costs;

• An increase of $4 million for costs related to information technology;





•         An increase of $5 million related to customer bad debt expenses
          primarily related to the Summer Disconnection Moratorium and COVID-19
          disconnect suspensions (see Note 4);




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• An increase of $9 million primarily related to personal protective


          equipment and other health and safety-related costs for COVID-19
          response; and



•         A decrease of $9 million for corporate resources and other
          miscellaneous factors.



Depreciation and amortization. Depreciation and amortization expenses were $11
million higher for the six months ended June 30, 2020 compared to the prior-year
period primarily due to increased plant in service of $22 million, partially
offset by the regulatory deferrals for the Ocotillo modernization project and
the Four Corners SCR project of $11 million.

Pension and other postretirement non-service credits, net. Pension and other
postretirement non-service credits, net were $17 million higher for the six
months ended June 30, 2020 compared to the prior-year period primarily due to
higher market returns in 2019.

Interest charges, net of allowance for borrowed funds used during construction.
Interest charges, net of allowance for borrowed funds used during construction
were $6 million higher for the six months ended June 30, 2020 compared to the
prior-year period primarily due to higher debt balances in the current period.

Income taxes.  Income taxes were $2 million higher for the six months ended June
30, 2020 compared with the prior-year period primarily due to higher pre-tax net
income, partially offset by the amortization of excess deferred taxes (see Note
15).

                        LIQUIDITY AND CAPITAL RESOURCES

Overview

Pinnacle West's primary cash needs are for dividends to our shareholders and
principal and interest payments on our indebtedness.  The level of our common
stock dividends and future dividend growth will be dependent on declaration by
our Board of Directors and based on a number of factors, including our financial
condition, payout ratio, free cash flow and other factors.

Our primary sources of cash are dividends from APS and external debt and equity
issuances.  An ACC order requires APS to maintain a common equity ratio of at
least 40%.  As defined in the related ACC order, the common equity ratio is
defined as total shareholder equity divided by the sum of total shareholder
equity and long-term debt, including current maturities of long-term debt.  At
June 30, 2020, APS's common equity ratio, as defined, was 52%.  Its total
shareholder equity was approximately $5.9 billion, and total capitalization was
approximately $11.5 billion.  Under this order, APS would be prohibited from
paying dividends if such payment would reduce its total shareholder equity below
approximately $4.6 billion, assuming APS's total capitalization remains the
same.  This restriction does not materially affect Pinnacle West's ability to
meet its ongoing cash needs or ability to pay dividends to shareholders.

APS's capital requirements consist primarily of capital expenditures and maturities of long-term debt. APS funds its capital requirements with cash from operations and, to the extent necessary, external debt financing and equity infusions from Pinnacle West.


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