UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

			

FORM 10-Q
 
(Mark One)

						
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 
For the quarterly period ended March 31, 2021
 
OR

						
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 
For the transition period from              to          

																								
Commission File
Number	 	Exact Name of Each Registrant as specified in its
charter; State of Incorporation; Address; and
Telephone Number		IRS Employer
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					
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Common Stock	PNW	The New York Stock Exchange	

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	☒ 		No 	☐ 	
ARIZONA PUBLIC SERVICE COMPANY	Yes	☒ 		No 	☐ 	
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

PINNACLE WEST CAPITAL CORPORATION	Yes	☒ 		No 	☐ 	
ARIZONA PUBLIC SERVICE COMPANY	Yes	☒ 		No 	☐ 	
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 PINNACLE WEST CAPITAL CORPORATION

Large accelerated filer	☒ 	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	
								
Emerging growth company	☐							
 
ARIZONA PUBLIC SERVICE COMPANY

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒ 	Smaller reporting company	☐	
								
Emerging growth company	☐							
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

PINNACLE WEST CAPITAL CORPORATION	Yes  	☐		No 	☒ 	
ARIZONA PUBLIC SERVICE COMPANY	Yes    	☐		No 	☒ 	
 
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 April 28, 2021:	112,750,962	
ARIZONA PUBLIC SERVICE COMPANY	Number of shares of common stock, $2.50 par value, outstanding as of April 28, 2021:	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.

TABLE OF CONTENTS

 		Page	
 		 	
Forward-Looking Statements		2	
Part I	 		4	
Item 1.	Financial Statements		4	
 	Pinnacle West Capital Corporation		5	
 	Arizona Public Service Company		11	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		66	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		88	
Item 4.	Controls and Procedures		89	
 	 		 	
Part II	 		90	
Item 1.	Legal Proceedings		90	
Item 1A.	Risk Factors		90	
Item 5.	Other Information		90	
Item 6.	Exhibits		91	
Signatures	 		93	
 
This combined Form 10-Q is separately provided by Pinnacle West Capital Corporation (“Pinnacle West”) and Arizona Public Service Company (“APS”).  Any use of the words “Company,” “we,” and “our” refer to Pinnacle West.  Each registrant is providing 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 providing any information that does not relate to such registrant, and therefore makes no representation as to any such information.  The information required with respect to each company is set forth within the applicable items.  Item 1 of this report includes Condensed Consolidated Financial Statements of Pinnacle West and Condensed Consolidated Financial Statements of APS.  Item 1 also includes Combined Notes to Condensed Consolidated Financial Statements.

1

FORWARD-LOOKING STATEMENTS
    This document contains forward-looking statements based on current expectations.  These forward-looking statements are often identified by words such as “estimate,” “predict,” “may,” “believe,” “plan,” “expect,” “require,” “intend,” “assume,” “project,” “anticipate,” “goal,” “seek,” “strategy,” “likely,” “should,” “will,” “could,” and similar words.  Because actual results may differ materially from expectations, we caution readers not to place undue reliance on these statements.  A number of factors could cause future results to differ materially from historical results, or from outcomes currently expected or sought by Pinnacle West or APS.  In addition to the Risk Factors described in Part I, Item 1A of the Pinnacle West/APS Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“2020 Form 10-K”), Part II, Item 1A of this report and in Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report, these factors include, but are not limited to:
•the potential effects of the continued Coronavirus (“COVID-19") pandemic, including, but not limited to, demand for energy, economic growth, our employees and contractors, supply chain, expenses, capital markets, capital projects, operations and maintenance activities, uncollectable accounts, liquidity, cash flows or other unpredictable events;
•our ability to manage capital expenditures and operations and maintenance costs while maintaining reliability and customer service levels;
•variations in demand for electricity, including those due to weather, seasonality, the general economy or social conditions, customer and sales growth (or decline), the effects of energy conservation measures and distributed generation, and technological advancements;
•power plant and transmission system performance and outages;
•competition in retail and wholesale power markets;
•regulatory and judicial decisions, developments and proceedings;
•new legislation, ballot initiatives and regulation, including those relating to environmental requirements, regulatory and energy policy, nuclear plant operations and potential deregulation of retail electric markets;
•fuel and water supply availability;
•our ability to achieve timely and adequate rate recovery of our costs through our rates and adjustor recovery mechanisms, including returns on and of debt and equity capital investment;
•our ability to meet renewable energy and energy efficiency mandates and recover related costs;
•the ability of APS to achieve its clean energy goals (including a goal by 2050 of 100% clean, carbon-free electricity) and, if these goals are achieved, the impact of such achievement on APS, its customers, and its business, financial condition and results of operations;
•risks inherent in the operation of nuclear facilities, including spent fuel disposal uncertainty;
•current and future economic conditions in Arizona, including in real estate markets;
•the direct or indirect effect on our facilities or business from cybersecurity threats or intrusions, data security breaches, terrorist attack, physical attack, severe storms, droughts, or other catastrophic events, such as fires, explosions, pandemic health events, or similar occurrences;
•the development of new technologies which may affect electric sales or delivery;
•the cost of debt and equity capital and the ability to access capital markets when required;
•environmental, economic and other concerns surrounding coal-fired generation, including regulation of greenhouse gas emissions;
•volatile fuel and purchased power costs;
•the investment performance of the assets of our nuclear decommissioning trust, pension, and other postretirement benefit plans and the resulting impact on future funding requirements;
•the liquidity of wholesale power markets and the use of derivative contracts in our business;
•potential shortfalls in insurance coverage;
•new accounting requirements or new interpretations of existing requirements;
•generation, transmission and distribution facility and system conditions and operating costs;
•the ability to meet the anticipated future need for additional generation and associated transmission facilities in our region;
•the willingness or ability of our counterparties, power plant participants and power plant landowners to meet contractual or other obligations or extend the rights for continued power plant operations; and
2

•restrictions on dividends or other provisions in our credit agreements and Arizona Corporation Commission (“ACC”) orders. 
These and other factors are discussed in the Risk Factors described in Part I, Item 1A of our 2020 Form 10-K, Part II, Item 1A of this report, and in Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report, which readers should review carefully before placing any reliance on our financial statements or disclosures.  Neither Pinnacle West nor APS assumes any obligation to update these statements, even if our internal estimates change, except as required by law.
3

PART I — FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

 INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

						
 	Page	
 	 	
Pinnacle West Condensed Consolidated Statements of Income for Three Months Ended March 31, 2021 and 2020	5	
Pinnacle West Condensed Consolidated Statements of Comprehensive Income for Three Months Ended March 31, 2021 and 2020	6	
Pinnacle West Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020	7	
Pinnacle West Condensed Consolidated Statements of Cash Flows for Three Months Ended March 31, 2021 and 2020	9	
Pinnacle West Condensed Consolidated Statements of Changes in Equity for Three Months Ended March 31, 2021 and 2020	10	
 		
APS Condensed Consolidated Statements of Income for Three Months Ended March 31, 2021 and 2020	11	
APS Condensed Consolidated Statements of Comprehensive Income for Three Months Ended March 31, 2021 and 2020	12	
APS Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020	13	
APS Condensed Consolidated Statements of Cash Flows for Three Months Ended March 31, 2021 and 2020	15	
APS Condensed Consolidated Statements of Changes in Equity for Three Months Ended March 31, 2021 and 2020	16	
		
Combined Notes to Condensed Consolidated Financial Statements	17	
Note 1. Consolidation and Nature of Operations	17	
Note 2. Revenue	18	
Note 3. Long-Term Debt and Liquidity Matters	20	
Note 4. Regulatory Matters	22	
Note 5. Retirement Plans and Other Postretirement Benefits	40	
Note 6. Palo Verde Sale Leaseback Variable Interest Entities	42	
Note 7. Derivative Accounting	43	
Note 8. Commitments and Contingencies	47	
Note 9. Other Income and Other Expense	54	
Note 10. Earnings Per Share	55	
Note 11. Fair Value Measurements	55	
Note 12. Investment in Nuclear Decommissioning Trusts and Other Special Use Funds	60	
	
Note 13. Changes in Accumulated Other Comprehensive Loss	63	
Note 14. Income Taxes	65	

4

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

															
 		Three Months Ended
March 31,	
 		2021		2020	
					
OPERATING REVENUES (NOTE 2)		$	696,475 			$	661,930 		
					
OPERATING EXPENSES		 		 	
Fuel and purchased power		198,227 			188,521 		
Operations and maintenance		230,055 			221,318 		
Depreciation and amortization		157,820 			154,079 		
Taxes other than income taxes		59,483 			56,768 		
Other expenses		3,356 			822 		
Total		648,941 			621,508 		
OPERATING INCOME		47,534 			40,422 		
OTHER INCOME (DEDUCTIONS)		 		 	
Allowance for equity funds used during construction		9,207 			7,697 		
Pension and other postretirement non-service credits — net		27,791 			13,911 		
Other income (Note 9)		12,429 			12,569 		
Other expense (Note 9)		(3,853)			(4,784)		
Total		45,574 			29,393 		
INTEREST EXPENSE		 		 	
Interest charges		61,938 			59,234 		
Allowance for borrowed funds used during construction		(4,994)			(4,076)		
Total		56,944 			55,158 		
INCOME BEFORE INCOME TAXES		36,164 			14,657 		
INCOME TAXES		(4,350)			(20,209)		
NET INCOME		40,514 			34,866 		
Less: Net income attributable to noncontrolling interests (Note 6)		4,873 			4,873 		
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS		$	35,641 			$	29,993 		
					
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC		112,829 			112,594 		
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — DILUTED		113,093 			112,862 		
					
EARNINGS PER WEIGHTED-AVERAGE COMMON SHARE OUTSTANDING		 		 	
Net income attributable to common shareholders — basic		$	0.32 			$	0.27 		
Net income attributable to common shareholders — diluted		$	0.32 			$	0.27 		
 
The accompanying notes are an integral part of the financial statements.
5

PINNACLE WEST CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands)

												
 	Three Months Ended
March 31,	
 	2021		2020	
				
NET INCOME	$	40,514 			$	34,866 		
				
OTHER COMPREHENSIVE INCOME, NET OF TAX	 		 	
Derivative instruments:	 		 	
Net unrealized gain, net of tax (expense) benefit of $(86) and $292	262 			292 		
Reclassification of net realized gain, net of tax expense of $0 and $394	— 			20 		
Pension and other postretirement benefit activity, net of tax expense of $336 and $245	1,022 			1,205 		
Total other comprehensive income	1,284 			1,517 		
				
COMPREHENSIVE INCOME	41,798 			36,383 		
Less: Comprehensive income attributable to noncontrolling interests	4,873 			4,873 		
				
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	36,925 			$	31,510 		
 
The accompanying notes are an integral part of the financial statements.

6

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

												
 	March 31, 2021		December 31, 2020	
ASSETS	 		 	
				
CURRENT ASSETS	 		 	
Cash and cash equivalents	$	17,202 			$	59,968 		
Customer and other receivables	263,126 			313,576 		
Accrued unbilled revenues	122,034 			132,197 		
Allowance for doubtful accounts	(20,405)			(19,782)		
Materials and supplies (at average cost)	314,702 			314,745 		
Fossil fuel (at average cost)	24,396 			19,552 		
Income tax receivable	— 			6,792 		
Assets from risk management activities (Note 7)	22,611 			2,931 		
Deferred fuel and purchased power regulatory asset (Note 4)	228,609 			175,835 		
Other regulatory assets (Note 4)	111,271 			115,878 		
Other current assets	86,238 			76,627 		
Total current assets	1,169,784 			1,198,319 		
INVESTMENTS AND OTHER ASSETS	 		 	
Nuclear decommissioning trust (Notes 11 and 12)	1,159,699 			1,138,435 		
Other special use funds (Notes 11 and 12)	357,506 			254,509 		
Other assets	88,487 			92,922 		
Total investments and other assets	1,605,692 			1,485,866 		
PROPERTY, PLANT AND EQUIPMENT	 		 	
Plant in service and held for future use	20,948,591 			20,837,885 		
Accumulated depreciation and amortization	(7,189,708)			(7,110,310)		
Net	13,758,883 			13,727,575 		
Construction work in progress	1,056,991 			937,384 		
Palo Verde sale leaseback, net of accumulated depreciation (Note 6)	97,068 			98,036 		
Intangible assets, net of accumulated amortization	278,226 			282,570 		
Nuclear fuel, net of accumulated amortization	124,533 			113,645 		
Total property, plant and equipment	15,315,701 			15,159,210 		
DEFERRED DEBITS	 		 	
Regulatory assets (Note 4)	1,135,857 			1,133,987 		
Operating lease right-of-use assets	502,959 			505,064 		
Assets for pension and other postretirement benefits (Note 5)	418,427 			502,992 		
Other	36,238 			34,983 		
Total deferred debits	2,093,481 			2,177,026 		
				
TOTAL ASSETS	$	20,184,658 			$	20,020,421 		
 
The accompanying notes are an integral part of the financial statements.

7

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

 	March 31, 2021		December 31, 2020	
LIABILITIES AND EQUITY	 		 	
				
CURRENT LIABILITIES	 		 	
Accounts payable	$	309,145 			$	318,585 		
Accrued taxes	213,536 			159,551 		
Accrued interest	58,709 			56,962 		
Common dividends payable	— 			93,531 		
Short-term borrowings (Note 3)	214,750 			169,000 		
	
Customer deposits	45,170 			48,340 		
Liabilities from risk management activities (Note 7)	3,067 			7,557 		
Liabilities for asset retirements	16,021 			15,586 		
	
Operating lease liabilities	74,328 			74,785 		
Regulatory liabilities (Note 4)	250,228 			229,088 		
Other current liabilities	145,589 			187,448 		
Total current liabilities	1,330,543 			1,360,433 		
LONG-TERM DEBT LESS CURRENT MATURITIES (Note 3)	6,465,045 			6,314,266 		
DEFERRED CREDITS AND OTHER	 		 	
Deferred income taxes	2,134,471 			2,135,403 		
Regulatory liabilities (Note 4)	2,427,769 			2,450,169 		
Liabilities for asset retirements	693,383 			689,497 		
Liabilities for pension benefits (Note 5)	164,230 			166,484 		
Liabilities from risk management activities (Note 7)	6,928 			11,062 		
Customer advances	220,999 			221,032 		
Coal mine reclamation	171,227 			170,097 		
Deferred investment tax credit	190,842 			191,372 		
Unrecognized tax benefits	5,870 			5,834 		
Operating lease liabilities	360,497 			361,336 		
Other	206,174 			190,643 		
Total deferred credits and other	6,582,390 			6,592,929 		
COMMITMENTS AND CONTINGENCIES (NOTE 8)				
EQUITY	 		 	
Common stock, no par value; authorized 150,000,000 shares, 112,791,565 and 112,760,051 issued at respective dates	2,687,052 			2,677,482 		
Treasury stock at cost; 44,338 and 72,006 shares at respective dates	(3,776)			(6,289)		
Total common stock	2,683,276 			2,671,193 		
Retained earnings	3,060,752 			3,025,106 		
Accumulated other comprehensive loss	(61,512)			(62,796)		
Total shareholders’ equity	5,682,516 			5,633,503 		
Noncontrolling interests (Note 6)	124,164 			119,290 		
Total equity	5,806,680 			5,752,793 		
				
TOTAL LIABILITIES AND EQUITY	$	20,184,658 			$	20,020,421 		
The accompanying notes are an integral part of the financial statements.
8

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

 	Three Months Ended
March 31,	
 	2021		2020	
CASH FLOWS FROM OPERATING ACTIVITIES	 		 	
Net income	$	40,514 			$	34,866 		
Adjustments to reconcile net income to net cash provided by operating activities:	 		 	
Depreciation and amortization including nuclear fuel	176,409 			173,168 		
Deferred fuel and purchased power	(52,210)			(5,785)		
Deferred fuel and purchased power amortization	(564)			(1,808)		
Allowance for equity funds used during construction	(9,207)			(7,697)		
Deferred income taxes	(11,077)			(18,086)		
Deferred investment tax credit	(529)			(465)		
	
Stock compensation	11,337 			6,282 		
Changes in current assets and liabilities:	 		 	
Customer and other receivables	50,545 			25,575 		
Accrued unbilled revenues	10,163 			34,731 		
Materials, supplies and fossil fuel	(4,801)			5,445 		
Income tax receivable	6,792 			1,128 		
Other current assets	(9,042)			(20,202)		
Accounts payable	24,465 			(5,192)		
Accrued taxes	53,985 			49,833 		
Other current liabilities	(46,028)			(63,096)		

	
Change in other long-term assets	(36,777)			81,143 		
Change in other long-term liabilities	(1,963)			(106,212)		
Net cash flow provided by operating activities	202,012 			183,628 		
CASH FLOWS FROM INVESTING ACTIVITIES			 	
Capital expenditures	(363,775)			(340,014)		
Contributions in aid of construction	15,296 			3,152 		
Allowance for borrowed funds used during construction	(4,994)			(4,076)		
Proceeds from nuclear decommissioning trust sales and other special use funds	379,978 			195,087 		
Investment in nuclear decommissioning trust and other special use funds	(380,548)			(195,658)		
Other	5,974 			349 		
Net cash flow used for investing activities	(348,069)			(341,160)		
CASH FLOWS FROM FINANCING ACTIVITIES	 		 	
Issuance of long-term debt	150,000 			— 		
	
Short-term borrowing and (repayments) — net	49,750 			(76,675)		
Short-term debt borrowings under revolving credit facility	— 			751,690 		
Short-term debt repayments under revolving credit facility	(4,000)			(226,690)		
Dividends paid on common stock	(91,721)			(86,257)		
Repayment of long-term debt	— 			(150,000)		
Common stock equity issuance — net of purchases	(738)			(1,680)		

Net cash flow provided by financing activities	103,291 			210,388 		
	
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(42,766)			52,856 		
	
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	59,968 			10,283 		
	
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	17,202 			$	63,139 		
The accompanying notes are an integral part of the financial statements.
9

PINNACLE WEST CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
(dollars in thousands)

	Three Months Ended March 31, 2021	
	Common Stock		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total	
	Shares		Amount		Shares		Amount									
Balance, January 1, 2021	112,760,051 			$	2,677,482 			(72,006)			$	(6,289)			$	3,025,106 			$	(62,796)			$	119,290 			$	5,752,793 		
Net income			— 					— 			35,641 			— 			4,873 			40,514 		
Other comprehensive income			— 					— 			— 			1,284 			— 			1,284 		
Dividends on common stock			— 					— 			5 			— 			— 			5 		
Issuance of common stock	31,514 			9,570 							— 			— 			— 			9,570 		
Purchase of treasury stock (a)			— 			(17,437)			(1,333)			— 			— 			— 			(1,333)		
Reissuance of treasury stock for stock-based compensation and other			— 			45,105 			3,846 			— 			— 			— 			3,846 		
Other			— 					— 			— 			— 			1 			1 		
Balance, March 31, 2021	112,791,565 			$	2,687,052 			(44,338)			$	(3,776)			$	3,060,752 			$	(61,512)			$	124,164 			$	5,806,680 		

	Three Months Ended March 31, 2020	
	Common Stock		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total	
	Shares		Amount		Shares		Amount									
Balance, January 1, 2020	112,540,126 			$	2,659,561 			(103,546)			$	(9,427)			$	2,837,610 			$	(57,096)			$	122,540 			$	5,553,188 		
Net income			— 					— 			29,993 			— 			4,873 			34,866 		
Other comprehensive income			— 					— 			— 			1,517 			— 			1,517 		
Dividends on common stock			— 					— 			8 			— 			— 			8 		
Issuance of common stock	23,484 			4,826 					— 			— 			— 			— 			4,826 		
Purchase of treasury stock (a)					(20,724)			(2,086)									(2,086)		
Reissuance of treasury stock for stock-based compensation and other			— 			51,968 			4,513 			— 			— 			— 			4,513 		
	
Other			— 					— 			(1)			— 			1 			— 		
Balance, March 31, 2020	112,563,610 			$	2,664,387 			(72,302)			$	(7,000)			$	2,867,610 			(55,579)			$	127,414 			$	5,596,832 		

(a)Primarily represents shares of common stock withheld from certain stock awards for tax purposes.
    
The accompanying notes are an integral part of the financial statements.

10

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

															
 		Three Months Ended
March 31,	
 		2021		2020	
					
OPERATING REVENUES (NOTE 2)		$	696,475 			$	661,930 		
					
OPERATING EXPENSES		 		 	
Fuel and purchased power		198,227 			188,521 		
Operations and maintenance		226,401 			218,265 		
Depreciation and amortization		157,800 			154,058 		
Taxes other than income taxes		59,472 			56,758 		
Other expenses		3,356 			822 		
Total		645,256 			618,424 		
OPERATING INCOME		51,219 			43,506 		
OTHER INCOME (DEDUCTIONS)		 		 	
Allowance for equity funds used during construction		9,207 			7,697 		
Pension and other postretirement non-service credits — net		27,837 			14,262 		
Other income (Note 9)		11,960 			11,633 		
Other expense (Note 9)		(3,350)			(4,668)		
Total		45,654 			28,924 		
INTEREST EXPENSE		 		 	
Interest charges		59,388 			55,736 		
Allowance for borrowed funds used during construction		(4,994)			(4,076)		
Total		54,394 			51,660 		
INCOME BEFORE INCOME TAXES		42,479 			20,770 		
INCOME TAXES		2,319 			(19,448)		
NET INCOME		40,160 			40,218 		
Less: Net income attributable to noncontrolling interests (Note 6)		4,873 			4,873 		
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDER		$	35,287 			$	35,345 		
 
The accompanying notes are an integral part of the financial statements.
11

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

												
 	Three Months Ended
March 31,	
 	2021		2020	
				
NET INCOME	$	40,160 			$	40,218 		
				
OTHER COMPREHENSIVE INCOME, NET OF TAX	 		 	
Derivative instruments:	 		 	
Net unrealized gain, net of tax benefit of $0 and $292	— 			292 		
Reclassification of net realized loss, net of tax expense of $0 and $394	— 			20 		
Pension and other postretirement benefits activity, net of tax expense of $305 and $237	927 			1,013 		
Total other comprehensive income	927 			1,325 		
				
COMPREHENSIVE INCOME	41,087 			41,543 		
Less: Comprehensive income attributable to noncontrolling interests	4,873 			4,873 		
				
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDER	$	36,214 			$	36,670 		
 
The accompanying notes are an integral part of the financial statements.

12

ARIZONA PUBLIC SERVICE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands)

												
	March 31,
2021		December 31,
2020	
ASSETS	 		 	
				
PROPERTY, PLANT AND EQUIPMENT	 		 	
Plant in service and held for future use	$	20,945,129 			$	20,834,424 		
Accumulated depreciation and amortization	(7,186,452)			(7,107,058)		
Net	13,758,677 			13,727,366 		
Construction work in progress	1,056,991 			937,384 		
Palo Verde sale leaseback, net of accumulated depreciation (Note 6)	97,068 			98,036 		
Intangible assets, net of accumulated amortization	278,071 			282,415 		
Nuclear fuel, net of accumulated amortization	124,533 			113,645 		
Total property, plant and equipment	15,315,340 			15,158,846 		
				
INVESTMENTS AND OTHER ASSETS	 		 	
Nuclear decommissioning trust (Notes 11 and 12)	1,159,699 			1,138,435 		
Other special use funds (Notes 11 and 12)	357,506 			254,509 		
Other assets	44,829 			46,010 		
Total investments and other assets	1,562,034 			1,438,954 		
				
CURRENT ASSETS	 		 	
Cash and cash equivalents	14,536 			57,310 		
Customer and other receivables	262,636 			312,644 		
Accrued unbilled revenues	122,034 			132,197 		
Allowance for doubtful accounts	(20,405)			(19,782)		
Materials and supplies (at average cost)	314,702 			314,745 		
Fossil fuel (at average cost)	24,396 			19,552 		
	
Assets from risk management activities (Note 7)	22,611 			2,931 		
Deferred fuel and purchased power regulatory asset (Note 4)	228,609 			175,835 		
Other regulatory assets (Note 4)	111,271 			115,878 		
Other current assets	56,987 			47,593 		
Total current assets	1,137,377 			1,158,903 		
				
DEFERRED DEBITS	 		 	
Regulatory assets (Note 4)	1,135,857 			1,133,987 		
Operating lease right-of-use assets	501,395 			503,475 		
Assets for pension and other postretirement benefits (Note 5)	410,933 			495,673 		
Other	35,751 			34,413 		
Total deferred debits	2,083,936 			2,167,548 		
				
TOTAL ASSETS	$	20,098,687 			$	19,924,251 		

 The accompanying notes are an integral part of the financial statements.
13

ARIZONA PUBLIC SERVICE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands) 

	March 31,
2021		December 31,
2020	
LIABILITIES AND EQUITY	 		 	
				
CAPITALIZATION	 		 	
Common stock	$	178,162 			$	178,162 		
Additional paid-in capital	2,871,696 			2,871,696 		
Retained earnings	3,252,244 			3,216,955 		
Accumulated other comprehensive loss	(39,991)			(40,918)		
Total shareholder equity	6,262,111 			6,225,895 		
Noncontrolling interests (Note 6)	124,164 			119,290 		
Total equity	6,386,275 			6,345,185 		
Long-term debt less current maturities (Note 3)	5,818,520 			5,817,945 		
Total capitalization	12,204,795 			12,163,130 		
CURRENT LIABILITIES	 		 	

Short-term borrowings (Note 3)	199,500 			— 		
Accounts payable	301,675 			311,699 		
Accrued taxes	211,174 			148,970 		
Accrued interest	56,454 			56,322 		
Common dividends payable	— 			93,500 		
Customer deposits	45,170 			48,340 		
Liabilities from risk management activities (Note 7)	3,067 			7,557 		
Liabilities for asset retirements	16,021 			15,586 		
	
Operating lease liabilities	74,235 			74,695 		
Regulatory liabilities (Note 4)	250,228 			229,088 		
Other current liabilities	152,290 			190,420 		
Total current liabilities	1,309,814 			1,176,177 		
DEFERRED CREDITS AND OTHER	 		 	
Deferred income taxes	2,150,668 			2,143,673 		
Regulatory liabilities (Note 4)	2,427,769 			2,450,169 		
Liabilities for asset retirements	693,383 			689,497 		
Liabilities for pension benefits (Note 5)	147,235 			148,943 		
Liabilities from risk management activities (Note 7)	6,928 			11,062 		
Customer advances	220,999 			221,032 		
Coal mine reclamation	171,227 			170,097 		
Deferred investment tax credit	190,842 			191,372 		
Unrecognized tax benefits	39,863 			39,410 		
Operating lease liabilities	358,840 			359,653 		
Other	176,324 			160,036 		
Total deferred credits and other	6,584,078 			6,584,944 		
COMMITMENTS AND CONTINGENCIES (NOTE 8)				
TOTAL LIABILITIES AND EQUITY	$	20,098,687 			$	19,924,251 		

The accompanying notes are an integral part of the financial statements.
14

ARIZONA PUBLIC SERVICE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)

 	Three Months Ended
March 31,	
 	2021		2020	
CASH FLOWS FROM OPERATING ACTIVITIES	 		 	
Net income	$	40,160 			$	40,218 		
Adjustments to reconcile net income to net cash provided by operating activities:	 		 	
Depreciation and amortization including nuclear fuel	176,389 			173,147 		
Deferred fuel and purchased power	(52,210)			(5,785)		
Deferred fuel and purchased power amortization	(564)			(1,808)		
Allowance for equity funds used during construction	(9,207)			(7,697)		
Deferred income taxes	(2,616)			(17,782)		
Deferred investment tax credit	(529)			(465)		
	
Changes in current assets and liabilities:	 		 	
Customer and other receivables	50,103 			15,045 		
Accrued unbilled revenues	10,163 			34,731 		
Materials, supplies and fossil fuel	(4,801)			5,445 		
Income tax receivable	— 			(1,411)		
Other current assets	(8,825)			(18,164)		
Accounts payable	23,881 			(4,038)		
Accrued taxes	62,204 			54,243 		
Other current liabilities	(43,917)			(49,149)		

Change in other long-term assets	(36,626)			82,178 		
Change in other long-term liabilities	(642)			(105,117)		
Net cash flow provided by operating activities	202,963 			193,591 		
CASH FLOWS FROM INVESTING ACTIVITIES	 		 	
Capital expenditures	(363,775)			(340,014)		
Contributions in aid of construction	15,296 			3,152 		
Allowance for borrowed funds used during construction	(4,994)			(4,076)		
Proceeds from nuclear decommissioning trust sales and other special use funds	379,978 			195,087 		
Investment in nuclear decommissioning trust and other special use funds	(380,548)			(195,658)		
Other	2,306 			(900)		
Net cash flow used for investing activities	(351,737)			(342,409)		
CASH FLOWS FROM FINANCING ACTIVITIES	 		 	
	
Short-term borrowings and (repayments) — net	199,500 			— 		
Short-term debt borrowings under revolving credit facility	— 			540,000 		
Short-term debt repayments under revolving credit facility	— 			(110,000)		
Repayment of long-term debt	— 			(150,000)		
Dividends paid on common stock	(93,500)			(88,000)		
	
Net cash flow provided by financing activities	106,000 			192,000 		
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(42,774)			43,182 		
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	57,310 			10,169 		
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	14,536 			$	53,351 		

The accompanying notes are an integral part of the financial statements.
15

ARIZONA PUBLIC SERVICE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
(dollars in thousands)

	Three Months Ended March 31, 2021	
	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total	
	Shares		Amount											
Balance, January, 2021	71,264,947 			$	178,162 			$	2,871,696 			$	3,216,955 			$	(40,918)			$	119,290 			$	6,345,185 		
Net Income			— 			— 			35,287 			— 			4,873 			40,160 		
Other comprehensive income			— 			— 			— 			927 			— 			927 		
Other			— 			— 			2 			— 			1 			3 		
Balance, March 31, 2021	71,264,947 			$	178,162 			$	2,871,696 			$	3,252,244 			$	(39,991)			$	124,164 			$	6,386,275 		

																																										
	Three Months Ended March 31, 2020	
	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total	
	Shares		Amount											
Balance, January 1, 2020	71,264,947 			$	178,162 			$	2,721,696 			$	3,011,927 			$	(35,522)			$	122,540 			$	5,998,803 		
Net Income			— 			— 			35,345 			— 			4,873 			40,218 		
Other comprehensive income			— 			— 			— 			1,325 			— 			1,325 		
Other							(3)					1 			(2)		
Balance, March 31, 2020	71,264,947 			$	178,162 			$	2,721,696 			$	3,047,269 			$	(34,197)			$	127,414 			$	6,040,344 		

The accompanying notes are an integral part of the financial statements.

16

COMBINED 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, 4C Acquisition, LLC (“4CA”), Bright Canyon Energy Corporation (“BCE”) and El Dorado Investment Company (“El Dorado”).  See Note 8 for more information on 4CA matters. Intercompany accounts and transactions between the consolidated companies have been eliminated.  The unaudited condensed consolidated financial statements for APS include the accounts of APS and the Palo Verde Generating Station (“Palo Verde”) sale leaseback variable interest entities (“VIEs”) (see Note 6 for further discussion).  Our accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“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.

Amounts reported in our interim Condensed Consolidated Statements of Income are not necessarily indicative of amounts expected for the respective annual periods, due to the effects of seasonal temperature variations on energy consumption, timing of maintenance on electric generating units (“EGU”), and other factors.
 
Our condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments except as otherwise disclosed in the notes) that we believe are necessary for the fair presentation of our financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in conformity with GAAP have been condensed or omitted pursuant to such regulations, although we believe that the disclosures provided are adequate to make the interim information presented not misleading. The accompanying condensed consolidated financial statements and these notes should be read in conjunction with the audited consolidated financial statements and notes included in our 2020 Form 10-K.

On June 30, 2020, the United States Federal Energy Regulatory Commission (“FERC”) issued an order granting a waiver request related to the existing Allowance for Funds Used During Construction (“AFUDC”) rate calculation beginning March 1, 2020 through February 28, 2021.  On February 23, 2021, this waiver was extended until September 30, 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 both 2020 and 2021 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 2020 Form 10-K for information on the accounting treatment for AFUDC.

17

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Cash Flow Information

The following table summarizes supplemental Pinnacle West cash flow information (dollars in thousands):

 	Three Months Ended
March 31,	
 	2021		2020	
Cash paid during the period for:				
Income taxes, net of refunds	$	(827)			$	(3,002)		
Interest, net of amounts capitalized	53,885 			53,723 		
Significant non-cash investing and financing activities:				
Accrued capital expenditures	$	79,597 			$	100,868 		
Right-of-use operating lease assets obtained in exchange for operating lease liabilities	785 			2,311 		

	

The following table summarizes supplemental APS cash flow information (dollars in thousands):

	Three Months Ended
March 31,	
 	2021		2020	
Cash paid during the period for:				
Income taxes, net of refunds	$	— 			$	— 		
Interest, net of amounts capitalized	53,153 			52,034 		
Significant non-cash investing and financing activities:				
Accrued capital expenditures	$	79,597 			$	100,868 		
Right-of-use operating lease assets obtained in exchange for operating lease liabilities	785 			2,311 		

	

2.    Revenue
Sources of Revenue
The following table provides detail of Pinnacle West’s consolidated revenue disaggregated by revenue sources (dollars in thousands):

		Three Months Ended March 31,	
		2021	2020	
Retail Electric Revenue				
Residential		$	340,838 		$	325,073 		
Non-Residential		314,783 		303,351 		
Wholesale Energy Sales		17,597 		14,668 		
Transmission Services for Others		18,993 		15,927 		
Other Sources		4,264 		2,911 		
Total operating revenues		$	696,475 		$	661,930 		

18

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Retail Electric Revenue. Pinnacle West’s retail electric revenue is generated by wholly-owned regulated subsidiary APS’s sale of electricity to our regulated customers within the authorized service territory at tariff rates approved by the ACC and based on customer usage. Revenues related to the sale of electricity are generally recognized when service is rendered or electricity is delivered to customers. The billing of electricity sales to individual customers is based on the reading of their meters. We obtain customers’ meter data on a systematic basis throughout the month, and generally bill customers within a month from when service was provided. Customers are generally required to pay for services within 15 days of when the services are billed. See “Allowance for Doubtful Accounts” discussion below for additional details regarding payment terms.

Wholesale Energy Sales and Transmission Services for Others. Revenues from wholesale energy sales and transmission services for others represent energy and transmission sales to wholesale customers. These activities primarily consist of managing fuel and purchased power risks in connection with the cost of serving our retail customers’ energy requirements. We may also sell into the wholesale markets generation that is not needed for APS’s retail load. Our wholesale activities and tariff rates are regulated by FERC.

In the electricity business, some contracts to purchase energy are settled by netting against other contracts to sell electricity. This is referred to as a book-out, and usually occurs in contracts that have the same terms (product type, quantities, and delivery points) and for which power does not flow. We net these book-outs, which reduces both wholesale revenues and fuel and purchased power costs.

Revenue Activities

Our revenues primarily consist of activities that are classified as revenues from contracts with customers. We derive our revenues from contracts with customers primarily from sales of electricity to our regulated retail customers. Revenues from contracts with customers also include wholesale and transmission activities. Our revenues from contracts with customers for the three months ended March 31, 2021 and 2020 were $682 million and $648 million, respectively.

We have certain revenues that do not meet the specific accounting criteria to be classified as revenues from contracts with customers. For the three months ended March 31, 2021 and 2020, our revenues that do not qualify as revenue from contracts with customers were $14 million and $14 million, respectively. This relates primarily to certain regulatory cost recovery mechanisms that are considered alternative revenue programs. We recognize revenue associated with alternative revenue programs when specific events permitting recognition are completed. Certain amounts associated with alternative revenue programs will subsequently be billed to customers; however, we do not reclassify billed amounts into revenue from contracts with customers. See Note 4 for a discussion of our regulatory cost recovery mechanisms.

Contract Assets and Liabilities from Contracts with Customers

There were no material contract assets, contract liabilities, or deferred contract costs recorded on the Condensed Consolidated Balance Sheets as of March 31, 2021 or December 31, 2020.

Allowance for Doubtful Accounts

The allowance for doubtful accounts represents our best estimate of accounts receivable and accrued unbilled revenues that will ultimately be uncollectible due to credit loss risk. The allowance includes a write-off component that is calculated by applying an estimated write-off factor to retail electric revenues. The write-off factor used to estimate uncollectible accounts is based upon consideration of historical collections experience, the current and forecasted economic environment, changes to our collection policies, and management’s best estimate of future collections success.
19

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 13, 2020, due to the COVID-19 pandemic we voluntarily suspended disconnections of customers for nonpayment. The suspension of customer disconnections was extended from March 13, 2020 through December 31, 2020. Our disconnection policies are also impacted by the Summer Disconnection Moratorium. The suspension of disconnection of customers for nonpayment ended on January 1, 2021 and certain customers with past due balances were placed on eight-month payment arrangements. These circumstances and the on-going COVID-19 pandemic have impacted our allowance for doubtful accounts, including our write-off factor. We continue to monitor the impacts of COVID-19, our disconnection policies, payment arrangements, among other considerations impacting our estimated write-off factor and allowance for doubtful accounts. See Note 4 for additional details.

The following table provides a rollforward of Pinnacle West’s allowance for doubtful accounts (dollars in thousands):

		March 31, 2021		December 31, 2020	
Allowance for doubtful accounts, balance at beginning of period		$	19,782 			$	8,171 		
Bad debt expense		4,151 			20,633 		
Actual write-offs		(3,528)			(9,022)		
Allowance for doubtful accounts, balance at end of period		$	20,405 			$	19,782 		

3.    Long-Term Debt and Liquidity Matters

Pinnacle West and APS maintain committed revolving credit facilities in order to enhance liquidity and provide credit support for their commercial paper programs, to refinance indebtedness, and for other general corporate purposes.
 
Pinnacle West

On May 5, 2020, Pinnacle West refinanced its 364-day $50 million term loan agreement with a new 364-day $31 million term loan agreement that would have matured May 4, 2021. Borrowings under the agreement bore interest at Eurodollar Rate plus 1.40% per annum. At March 31, 2021, Pinnacle West had $15 million in outstanding borrowings under the current agreement, all of which was repaid on April 27, 2021.

On December 23, 2020, Pinnacle West entered into a $150 million term loan facility that matures June 2022. The proceeds were received on January 4, 2021 and used for general corporate purposes. We recognized the term loan facility as long-term debt upon settlement on January 4, 2021.

At March 31, 2021, Pinnacle West had a $200 million revolving credit facility that matures in July 2023. Pinnacle West has the option to increase the amount of the facility up to a maximum of $300 million upon the satisfaction of certain conditions and with the consent of the lenders. Interest rates are based on Pinnacle West’s senior unsecured debt credit ratings. The facility is available to support Pinnacle West’s $200 million commercial paper program, for bank borrowings or for issuances of letters of credits. At March 31, 2021, Pinnacle West had no outstanding borrowings under its credit facility, no letters of credit outstanding and $0.3 million of outstanding commercial paper borrowings.

20

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APS

At March 31, 2021, APS had two revolving credit facilities totaling $1 billion, including a $500 million credit facility that matures in June 2022 and a $500 million facility that matures in July 2023.  APS may increase the amount of each facility up to a maximum of $700 million, for a total of $1.4 billion, upon the satisfaction of certain conditions and with the consent of the lenders.  Interest rates are based on APS’s senior unsecured debt credit ratings. These facilities are available to support APS’s $750 million commercial paper program, for bank borrowings or for issuances of letters of credit.  At March 31, 2021, APS had no outstanding borrowings under its revolving credit facilities, no letters of credit outstanding, and $199.5 million of outstanding commercial paper borrowings.

On December 17, 2020, the ACC issued a financing order in which, subject to specified parameters and procedures, it approved APS’s short-term debt authorization equal to the sum of (i) 7% of APS’s capitalization, and (ii) $500 million (which is required to be used for costs relating to purchases of natural gas and power) and a long-term debt authorization of $7.5 billion.

See “Financial Assurances” in Note 8 for a discussion of other outstanding letters of credit.
 
Debt Fair Value
 
Our long-term debt fair value estimates are classified within Level 2 of the fair value hierarchy. The following table presents the estimated fair value of our long-term debt, including current maturities (dollars in thousands):

 	As of March 31, 2021		As of December 31, 2020	
 	Carrying
Amount		Fair Value		Carrying
Amount		Fair Value	
Pinnacle West	$	646,525 			$	653,395 			$	496,321 			$	509,050 		
APS	5,818,520 			6,436,224 			5,817,945 			7,103,791 		
Total	$	6,465,045 			$	7,089,619 			$	6,314,266 			$	7,612,841 		

21

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4.    Regulatory Matters
 
COVID-19 Pandemic

Due to the COVID-19 pandemic, APS voluntarily suspended disconnections of customers for nonpayment and waived late payment fees beginning March 13, 2020 until December 31, 2020. The suspension of disconnection of customers for nonpayment ended on January 1, 2021 and customers were automatically placed on eight-month payment arrangements if they had past due balances at the end of the disconnection period of $75 or greater. APS will continue to waive late payment fees until October 15, 2021. APS has experienced and is continuing to experience an increase in bad debt expense associated with the COVID-19 pandemic, the Summer Disconnection Moratorium (defined below) and the related write-offs of customer delinquent accounts. Due to COVID-19, APS also delayed the reset of the Environmental Improvement Surcharge (“EIS”) adjustor and suspended the discontinuation of TEAM Phase II to the first billing cycle in May 2020 rather than April 2020. In February 2021, APS delayed the annual reset of the PSA. Rather than the increase being effective February 2021, the PSA reset will be implemented with 50% of the increase effective April 2021 and the remaining 50% increase effective November 2021 (see below for discussion of EIS, TEAM Phase II and PSA).

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 Demand Side Management (“DSM”) Adjustor Charge, but not allocated for current DSM programs, directly to customers through a bill credit in June 2020. APS has refunded approximately $43 million to customers. The additional $7 million over the approved amount of $36 million 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 (see below for discussion of the DSM Adjustor Charge).

In 2020, APS spent more than $15 million to assist customers and local non-profits and community organizations to help with the impact of the COVID-19 pandemic, with $12.4 million of these dollars directly committed to bill assistance programs (the “COVID Customer Support Fund”). The COVID Customer Support Fund was comprised of a series of voluntary commitments of funds that are not recoverable through rates throughout 2020 of approximately $8.8 million. An additional $3.6 million in bill credits for limited income customers was ordered by the ACC in December 2020 of which 50%, up to a maximum of $2.5 million, was committed to be funds that are not recoverable through rates with the remaining being deferred for potential future recovery in rates. Included in the COVID Customer Support Fund were programs that assisted customers that had a delinquency of two or more months with a one-time credit of $100, an expanded credit of $300 for limited income customers, programs to assist extra small and small non-residential customers with a one-time credit of $1,000, and other targeted programs allocated to assist with other COVID-19 needs in support of utility bill assistance. The December 2020 ACC order further assisted delinquent limited income customers with an additional bill credit of up to $250 or their delinquent balance, whichever was less. APS has distributed all funds for all COVID Customer Support Fund programs combined. Beyond the COVID Customer Support Fund, APS has also provided $2.7 million to assist local non-profits and community organizations working to mitigate the impacts of the COVID-19 pandemic.
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2019 Retail Rate Case Filing with the Arizona Corporation Commission

In accordance with the requirements of the 2019 rate review order described below, APS filed an application with the ACC on October 31, 2019 seeking an increase in annual retail base rates of $69 million. This amount includes recovery of the deferral and rate base effects of the Four Corners selective catalytic reduction (“SCR”) project that is currently the subject of a separate proceeding (see “SCR Cost Recovery” below). 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 Tax Expense Adjustment Mechanism (“TEAM”). The proposed total annual 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 were:

•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:

 	 	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;
•a rate of $0.030168 per kWh for the portion of APS’s retail base rates attributable to fuel and purchased power costs (“Base Fuel Rate”);
•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 discussion below of the 2017 Settlement Agreement); and
•continued recovery of the remaining investment and other costs related to the retirement and closure of the Navajo Generating Station (the “Navajo Plant”) (see “Navajo Plant” below).

On October 2, 2020, the ACC Staff, the Residential Utility Consumer Office (“RUCO”) and other intervenors filed their initial written testimony with the ACC in this rate case. The ACC Staff recommends, among other things, a (i) $89.7 million revenue increase, (ii) average annual customer bill increase of 2.7%, (iii) return on equity of 9.4%, (iv) a 0.3% or, as an alternative, a 0% return on the increment of fair value rate base greater than original cost, (v) recovery of the deferral and rate base effects of the construction and operating costs of the Four Corners SCR project and (vi) recovery of the rate base effects of the construction and ongoing consideration of the deferral of the Ocotillo modernization project. RUCO recommends, among other things, a (i) $20.8 million revenue decrease, (ii) average annual customer bill decrease of 0.63%, (iii) return on equity of 8.74%, (iv) a 0% return on the increment of fair value rate base, (v) nonrecovery of the
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
deferral and rate base effects of the construction and operating costs of the Four Corners SCR project pending further consideration, and (vi) recovery of the deferral and rate base effects of the construction and operating costs of the Ocotillo modernization project.

The filed ACC Staff and intervenor testimony include additional recommendations, some of which materially differ from APS’s filed application. On November 6, 2020, APS filed its rebuttal testimony and the principal provisions which differ from its initial application include, among other things, a (i) $169 million revenue increase, (ii) average annual customer bill increase of 5.14%, (iii) return on equity of 10%, (iv) return on the increment of fair value rate base of 0.8%, (v) new cost recovery adjustor mechanism, the Advanced Energy Mechanism (“AEM”), to enable more timely recovery of clean investments as APS pursues its clean energy commitment, (vi) recognition that securitization is a potentially useful financing tool to recover the remaining book value of retiring assets and effectuate a transition to a cleaner energy future that APS intends to pursue, provided legislative hurdles are addressed, and (vii) a Coal Community Transition (“CCT”) plan related to the closure or future closure of coal-fired generation facilities, of which $25 million would be funds that are not recoverable through rates with a proposal that the remainder be funded by customers over 10 years.

The CCT plan includes the following proposed components: (i) $100 million that will be paid over 10 years to the Navajo Nation for a sustainable transition to a post-coal economy, which would be funded by customers, (ii) $1.25 million that will be paid over five years to the Navajo Nation to fund an economic development organization, which would be funds not recoverable through rates, (iii) $10 million to facilitate electrification projects within the Navajo Nation, which would be funded equally by funds not recoverable through rates and by customers, (iv) $2.5 million per year in transmission revenue sharing to be paid to the Navajo Nation beginning after the closure of the Four Corners Power Plant through 2038, which would be funds not recoverable through rates, (v) $12 million that will be paid over five years to the Navajo County Communities surrounding Cholla Power Plant, which would primarily be funded by customers, and (vi) $3.7 million that will be paid over five years to the Hopi Tribe related to APS’s ownership interests in the Navajo Generating Station, which would primarily be funded by customers. The commitment of funds that would not be recoverable through rates of $25 million were recognized in our December 31, 2020 financials.

On December 4, 2020, the ACC Staff and intervenors filed surrebuttal testimony. The ACC Staff reduced its recommended rate increase to $59.8 million, or an average annual customer bill increase of 1.82%. In RUCO’s surrebuttal, the recommended revenue decrease changed to $50.1 million, or an average annual customer bill decrease of 1.52%.

The hearing concluded on March 3, 2021 and the post-hearing briefing schedule concluded on April 30, 2021. In May 2021, the ACC will be discussing whether to re-open the evidentiary record in APS’s pending rate case to take additional evidence on topics raised by certain ACC Commissioners, including adjustor cost recovery mechanisms. APS believes that the rate case record is sufficient, and adjustors provide substantial benefits to customers by supporting critical programs and reflecting changes in utility costs that can be promptly passed along to customers. Pending this decision, the next steps in this rate case are that the Administrative Law Judge will issue a Recommended Order and Opinion and then the ACC will review and consider the matter, which is anticipated to be in the third quarter of 2021. Unfavorable ACC Staff and intervenor positions and recommendations, including modifications or elimination of APS's adjustor cost recovery mechanisms could have a material impact on APS’s financial statements if ultimately adopted by the ACC. APS cannot predict the outcome or timing of this proceeding.
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2016 Retail Rate Case Filing with the Arizona Corporation Commission
 
On June 1, 2016, APS filed an application with the ACC for an annual increase in retail base rates. On March 27, 2017, a majority of the stakeholders in the general retail rate case, including the ACC Staff, RUCO, limited income advocates and private rooftop solar organizations signed a settlement agreement (the “2017 Settlement Agreement”) and filed it with the ACC. The 2017 Settlement Agreement provides for a net retail base rate increase of $94.6 million, excluding the transfer of adjustor balances, consisting of: (1) a non-fuel, non-depreciation, base rate increase of $87.2 million per year; (2) a base rate decrease of $53.6 million attributable to reduced fuel and purchased power costs; and (3) a base rate increase of $61.0 million due to changes in depreciation schedules. The average annual customer bill impact under the 2017 Settlement Agreement was calculated as an increase of 3.28% (the average annual bill impact for a typical APS residential customer was calculated as an increase of 4.54%).

Other key provisions of the agreement include the following:

•an authorized return on common equity of 10.0%;
•a capital structure comprised of 44.2% debt and 55.8% common equity;
•a cost deferral order for potential future recovery in APS’s next general retail rate case for the construction and operating costs APS incurs for its Ocotillo modernization project;
•a cost deferral and procedure to allow APS to request rate adjustments prior to its next general retail rate case related to its share of the construction costs associated with installing SCR equipment at the Four Corners Power Plant (“Four Corners”);
•a deferral for future recovery (or credit to customers) of the Arizona property tax expense above or below a specified test year level caused by changes to the applicable Arizona property tax rate;
•an expansion of the Power Supply Adjustor (“PSA”) to include certain environmental chemical costs and third-party energy storage costs;
•a new AZ Sun II program (now known as “APS Solar Communities”) for utility-owned solar distributed generation with the purpose of expanding access to rooftop solar for low and moderate income Arizonans, recoverable through the Arizona Renewable Energy Standard and Tariff (“RES”), to be no less than $10 million per year in capital costs, and not more than $15 million per year in capital costs;
•an increase to the per kWh cap for the environmental improvement surcharge from $0.00016 to $0.00050 and the addition of a balancing account;
•rate design changes, including:
▪a change in the on-peak time of use period from noon-7 p.m. to 3 p.m.-8 p.m. Monday through Friday, excluding holidays;
▪non-grandfathered distributed generation (“DG”) customers would be required to select a rate option that has time of use rates and either a new grid access charge or demand component;
▪a Resource Comparison Proxy (“RCP”) for exported energy of 12.9 cents per kWh in year one; and
•an agreement by APS not to pursue any new self-build generation (with certain exceptions) having an in-service date prior to January 1, 2022 (extended to December 31, 2027 for combined-cycle generating units), unless expressly authorized by the ACC.

Through a separate agreement, APS, industry representatives, and solar advocates committed to stand by the 2017 Settlement Agreement and refrain from seeking to undermine it through ballot initiatives, legislation or advocacy at the ACC.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On August 15, 2017, the ACC approved (by a vote of 4-1) the 2017 Settlement Agreement without material modifications.  On August 18, 2017, the ACC issued a final written Opinion and Order reflecting its decision in APS’s general retail rate case (the “2017 Rate Case Decision”), which is subject to requests for rehearing and potential appeal. The new rates went into effect on August 19, 2017.

On January 3, 2018, an APS customer filed a petition with the ACC that was determined by the ACC Staff to be a complaint filed pursuant to Arizona Revised Statute §40-246 (the “Complaint”). The Complaint was later amended alleging that the rates and charges in the 2017 Rate Case Decision are not just and reasonable. The ACC held a hearing on this matter, and the Administrative Law Judge issued a Recommended Opinion and Order recommending that the Complaint be dismissed. On July 3, 2019, the Administrative Law Judge issued an amendment to the Recommended Opinion and Order that incorporated the requirements of the rate review of the 2017 Rate Case Decision (see below discussion regarding the rate review). On July 10, 2019, the ACC adopted the Administrative Law Judge’s amended Recommended Opinion and Order along with several ACC Commissioner amendments and an amendment incorporating the results of the rate review and resolved the Complaint.

See “Rate Plan Comparison Tool and Investigation” below for information regarding a review and investigation pertaining to the rate plan comparison tool offered to APS customers and other related issues.

ACC Review of APS 2017 Rate Case Decision

On December 24, 2018, certain ACC Commissioners filed a letter stating that because the ACC had received a substantial number of complaints that the rate increase authorized by the 2017 Rate Case Decision was much more than anticipated, they believe there is a possibility that APS is earning more than was authorized by the 2017 Rate Case Decision.  Accordingly, the ACC Commissioners requested the ACC Staff to perform a rate review of APS using calendar year 2018 as a test year. The ACC Commissioners also asked the ACC Staff to evaluate APS’s efforts to educate its customers regarding the new rates approved in the 2017 Rate Case Decision.

On June 4, 2019, the ACC Staff filed a proposed order regarding the rate review of the 2017 Rate Case Decision. On June 11, 2019, the ACC Commissioners approved the proposed ACC Staff order with amendments. The key provisions of the amended order include the following:

•APS must file a rate case no later than October 31, 2019, using a June 30, 2019 test year;
•until the conclusion of the rate case being filed no later than October 31, 2019, APS must provide information on customer bills that shows how much a customer would pay on their most economical rate given their actual usage during each month;
•APS customers can switch rate plans during an open enrollment period of six months;
•APS must identify customers whose bills have increased by more than 9% and that are not on the most economical rate and provide such customers with targeted education materials and an opportunity to switch rate plans;
•APS must provide grandfathered net metering customers on legacy demand rates an opportunity to switch to another legacy rate to enable such customers to fully benefit from legacy net metering rates;
•APS must fund and implement a supplemental customer education and outreach program to be developed with and administered by ACC Staff and a third-party consultant; and
•APS must fund and organize, along with the third-party consultant, a stakeholder group to suggest better ways to communicate the impact of changes to adjustor cost recovery mechanisms (see below for discussion on cost recovery mechanisms), including more effective ways to educate customers on rate plans and to reduce energy usage.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APS filed its rate case on October 31, 2019 (see “2019 Retail Rate Case Filing with the Arizona Corporation Commission” above for more information). APS does not believe that the implementation of the other key provisions of the amended order regarding the rate review will have a material impact on its financial position, results of operations or cash flows.

On May 19, 2020, the ACC Staff filed a third-party consultant’s report which evaluated the effectiveness of APS’s customer outreach and education program related to the 2017 Rate Case Decision. On May 29, 2020, the Chairman of the ACC filed a letter with the ACC in response to this report and is alleging that APS is out of compliance with the 2017 Rate Case Decision and is over-earning. The Chairman proposed that the current rates should be classified as interim rates and customers held harmless if APS’s activities have caused the rates set in the 2017 Rate Case Decision to not be just and reasonable. Also, on May 29, 2020, a second commissioner filed a letter with the ACC agreeing with the Chairman’s assertions and further asserting that the 2017 Rate Case Decision should be re-opened. On June 18, 2020, at an ACC Open Meeting, the matters raised in these letters were discussed. The ACC did not vote to move forward with any adjustments to APS’s current rates. On November 4, 2020, the ACC voted to administratively close this docket.

Cost Recovery Mechanisms
 
APS has received regulatory decisions that allow for more timely recovery of certain costs outside of a general retail rate case through the following recovery mechanisms.
 
Renewable Energy Standard.  In 2006, the ACC approved the RES.  Under the RES, electric utilities that are regulated by the ACC must supply an increasing percentage of their retail electric energy sales from eligible renewable resources, including solar, wind, biomass, biogas and geothermal technologies.  In order to achieve these requirements, the ACC allows APS to include a RES surcharge as part of customer bills to recover the approved amounts for use on renewable energy projects.  Each year APS is required to file a five-year implementation plan with the ACC and seek approval for funding the upcoming year’s RES budget. In 2015, the ACC revised the RES rules to allow the ACC to consider all available information, including the number of rooftop solar arrays in a utility’s service territory, to determine compliance with the RES.

On November 20, 2017, APS filed an updated 2018 RES budget to include budget adjustments for APS Solar Communities (formerly known as AZ Sun II), which was approved as part of the 2017 Rate Case Decision. APS Solar Communities is a 3-year program authorizing APS to spend $10 million to $15 million in capital costs each year to install utility-owned DG systems for low to moderate income residential homes, non-profit entities, Title I schools and rural government facilities. The 2017 Rate Case Decision provided that all operations and maintenance expenses, property taxes, marketing and advertising expenses, and the capital carrying costs for this program will be recovered through the RES.

On June 29, 2018, APS filed its 2019 RES Implementation Plan and proposed a budget of approximately $89.9 million.  APS’s budget request supports existing approved projects and commitments and requests a permanent waiver of the residential distributed energy requirement for 2019 contained in the RES rules. On October 29, 2019, the ACC approved the 2019 RES Implementation Plan including a waiver of the residential distributed energy requirements for the 2019 implementation year.

On July 1, 2019, APS filed its 2020 RES Implementation Plan and proposed a budget of approximately $86.3 million. APS’s budget request supports existing approved projects and commitments and requests a permanent waiver of the residential distributed energy requirement for 2020 contained in the RES rules. On September 23, 2020, the ACC approved the 2020 RES Implementation Plan including a waiver of the residential distributed energy requirements for the 2020 implementation year. In addition, the ACC approved the implementation of a new pilot program that incentivizes Arizona households to install at-home battery
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
systems. Recovery of the costs associated with the pilot will be addressed in the 2021 Demand Side Management Implementation Plan (“DSM Plan”).

On July 1, 2020, APS filed its 2021 RES Implementation Plan and proposed a budget of approximately $84.7 million.  APS’s budget request supports existing approved projects and commitments and requests a permanent waiver of the residential distributed energy requirement for 2021 contained in the RES rules. In the 2021 RES Implementation Plan, APS requested $4.5 million to meet revenue requirements associated with the APS Solar Communities program to complete installations delayed as a result of the COVID-19 pandemic in 2020. The ACC has not yet ruled on the 2021 RES Implementation Plan.

On July 30, 2020, ACC Staff issued final draft rules which, if approved, would require APS to meet certain clean energy standards and technology procurement mandates, obtain approval for its action plan included in its IRP, and seek cost recovery in a rate process. APS cannot predict the outcome of this matter. See “Energy Modernization Plan” below for more information.

Demand Side Management Adjustor Charge.  The ACC Electric Energy Efficiency Standards require APS to submit a DSM Plan annually for review by and approval of the ACC. Verified energy savings from APS’s resource savings projects can be counted toward compliance with the Electric Energy Efficiency Standards; however, APS is not allowed to count savings from systems savings projects toward determination of the achievement of performance incentives, nor may APS include savings from these system savings projects in the calculation of its Lost Fixed Cost Recovery (“LFCR”) mechanism (see below for discussion of the LFCR).

On September 1, 2017, APS filed its 2018 DSM Plan, which proposed modifications to the demand side management portfolio to better meet system and customer needs by focusing on peak demand reductions, storage, load shifting and demand response programs in addition to traditional energy savings measures. The 2018 DSM Plan sought a requested budget of $52.6 million and requested a waiver of the Electric Energy Efficiency Standard for 2018.   On November 14, 2017, APS filed an amended 2018 DSM Plan, which revised the allocations between budget items to address customer participation levels but kept the overall budget at $52.6 million.

On December 31, 2018, APS filed its 2019 DSM Plan, which requested a budget of $34.1 million and focused on DSM strategies to better meet system and customer needs, such as peak demand reduction, load shifting, storage and electrification strategies.

On December 31, 2019, APS filed its 2020 DSM Plan, which requested a budget of $51.9 million and continued APS’s focus on DSM strategies such as peak demand reduction, load shifting, storage and electrification strategies. The 2020 DSM Plan addressed all components of the pending 2018 and 2019 DSM plans, which enabled the ACC to review the 2020 DSM Plan only. On May 15, 2020, APS filed an amended 2020 DSM Plan to provide assistance to customers experiencing economic impacts of the COVID-19 pandemic. The amended 2020 DSM Plan requested the same budget amount of $51.9 million. On September 23, 2020, the ACC approved the amended 2020 DSM Plan.

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. APS has refunded approximately $43 million to customers. The additional $7 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. See “COVID-19 Pandemic” above for more information.
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On December 31, 2020, APS filed its 2021 DSM Plan, which requested a budget of $63.7 million and continued APS’s focus on DSM strategies, such as peak demand reduction, load shifting, storage and electrification strategies, as well as enhanced assistance to customers impacted economically by COVID-19. On April 6, 2021, APS filed an amended 2021 DSM Plan that proposed an additional performance incentive for customers participating in the residential energy storage pilot approved in the 2020 RES Implementation Plan. The ACC has not yet ruled on the amended APS 2021 DSM Plan.

On April 20, 2021, APS filed a request to extend the June 1, 2021 deadline to file its 2022 DSM Plan until 120 days after the ACC has taken action on APS's amended 2021 DSM Plan. The ACC has not ruled on this request.

Power Supply Adjustor Mechanism and Balance.  The PSA provides for the adjustment of retail rates to reflect variations primarily in retail fuel and purchased power costs.  The following table shows the changes in the deferred fuel and purchased power regulatory asset for 2021 and 2020 (dollars in thousands):

												
 	Three Months Ended
March 31,	
 	2021		2020	
Beginning balance	$	175,835 			$	70,137 		
Deferred fuel and purchased power costs — current period	52,210 			5,785 		
Amounts refunded to customers	564 			1,808 		
Ending balance	$	228,609 			$	77,730 		
 
The PSA rate for the PSA year beginning February 1, 2019 was $0.001658 per kWh, as compared to the $0.004555 per kWh for the prior year. This rate was comprised of a forward component of $0.000536 per kWh and a historical component of $0.001122 per kWh. This represented a $0.002897 per kWh decrease compared to 2018. These rates went into effect as filed on February 1, 2019.

On November 27, 2019, APS filed its PSA rate for the PSA year beginning February 1, 2020. That rate was $(0.000456) per kWh and consisted of a forward component of $(0.002086) per kWh and a historical component of $0.001630 per kWh. The 2020 PSA rate is a $0.002115 per kWh decrease compared to the 2019 PSA year. These rates went into effect as filed on February 1, 2020.

On November 30, 2020, APS filed its PSA rate for the PSA year beginning February 1, 2021. That rate was $0.003544 per kWh and consisted of a forward component of $0.003434 per kWh and a historical component of $0.000110 per kWh. The 2021 PSA rate is a $0.004 per kWh increase, compared to the 2020 PSA year. These rates were to be effective on February 1, 2021 but APS delayed the effectiveness of these rates until the first billing cycle of April 2021 due to concerns of the impact on customers during COVID-19. In March 2021, the ACC voted to implement the 2021 PSA, with 50% of the rate increase effective in April 2021 and the remaining 50% of the increase effective in November 2021. The PSA rate implemented was $0.001544 per kWh and consisted of a forward component of $(0.004444) per kWh and a historical component of $0.005988 per kWh. As part of this approval, the ACC ordered ACC Staff to conduct a fuel and purchased power procurement audit to better understand the factors that contributed to the increase.

On March 15, 2019, APS filed an application with the ACC requesting approval to recover the costs related to two energy storage power purchase tolling agreements through the PSA. On December 29, 2020, the ACC Staff filed its report and recommended the storage costs be included in the PSA once the systems are in-service. On January 12, 2021, the ACC approved this application.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Environmental Improvement Surcharge. The EIS permits APS to recover the capital carrying costs (rate of return, depreciation and taxes) plus incremental operations and maintenance expenses associated with environmental improvements made outside of a test year to comply with environmental standards set by federal, state, tribal, or local laws and regulations.  A filing is made on or before February 1 for qualified environmental improvements made during the prior calendar year, and the new charge becomes effective April 1 unless suspended by the ACC.  There is an overall cap of $0.0005 per kWh (approximately $13 million to $14 million per year).  APS’s February 1, 2021 application requested an increase in the charge to $10.3 million, or $1.5 million over the prior-period charge and it became effective with the first billing cycle in April 2021.
 
Transmission Rates, Transmission Cost Adjustor (“TCA”) and Other Transmission Matters.  In July 2008, FERC approved a modification to APS’s Open Access Transmission Tariff to allow APS to move from fixed rates to a formula rate-setting methodology in order to more accurately reflect and recover the costs that APS incurs in providing transmission services.  A large portion of the rate represents charges for transmission services to serve APS’s retail customers (“Retail Transmission Charges”).  In order to recover the Retail Transmission Charges, APS was previously required to file an application with, and obtain approval from, the ACC to reflect changes in Retail Transmission Charges through the TCA.  Under the terms of the settlement agreement entered into in 2012 regarding APS’s rate case (“2012 Settlement Agreement”), however, an adjustment to rates to recover the Retail Transmission Charges will be made annually each June 1 and will go into effect automatically unless suspended by the ACC.
 
The formula rate is updated each year effective June 1 on the basis of APS’s actual cost of service, as disclosed in APS’s FERC Form 1 report for the previous fiscal year.  Items to be updated include actual capital expenditures made as compared with previous projections, transmission revenue credits and other items.  The resolution of proposed adjustments can result in significant volatility in the revenues to be collected.  APS reviews the proposed formula rate filing amounts with the ACC Staff.  Any items or adjustments which are not agreed to by APS and the ACC Staff can remain in dispute until settled or litigated at FERC.  Settlement or litigated resolution of disputed issues could require an extended period of time and could have a significant effect on the Retail Transmission Charges because any adjustment, though applied prospectively, may be calculated to account for previously over- or under-collected amounts.

On March 7, 2018, APS made a filing to make modifications to its annual transmission formula to provide transmission customers the benefit of the reduced federal corporate income tax rate resulting from the Tax Cuts and Jobs Act (“Tax Act”) beginning in its 2018 annual transmission formula rate update filing. These modifications were approved by FERC on May 22, 2018 and reduced APS’s transmission rates compared to the rate that would have gone into effect absent these changes. On March 17, 2020, APS made a filing to make further modifications to its annual transmission formula to provide additional transparency for excess and deficient Accumulated Deferred Income Taxes resulting from the Tax Act, as well as for future local, state, and federal statutory tax rate changes. This filing is pending with FERC.

Effective June 1, 2019, APS’s annual wholesale transmission rates for all users of its transmission system increased by approximately $25.8 million for the twelve-month period beginning June 1, 2019 in accordance with the FERC-approved formula. Of this amount, retail customer rates increased by approximately $4.7 million. An adjustment to APS’s retail rates to recover FERC approved transmission charges went into effect automatically on June 1, 2019.

Effective June 1, 2020, APS’s annual wholesale transmission rates for all users of its transmission system decreased by approximately $6.1 million for the twelve-month period beginning June 1, 2020 in accordance with the FERC-approved formula.  Of this amount, retail customer rates decreased by approximately $10.9 million. An adjustment to APS’s retail rates to recover FERC approved transmission charges went into effect automatically on June 1, 2020.
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lost Fixed Cost Recovery Mechanism.  The LFCR mechanism permits APS to recover on an after-the-fact basis a portion of its fixed costs that would otherwise have been collected by APS in the kWh sales lost due to APS energy efficiency programs and to DG such as rooftop solar arrays.  The fixed costs recoverable by the LFCR mechanism are currently 2.5 cents for both lost residential and non-residential kWh as set forth in the 2017 Settlement Agreement.  The LFCR adjustment has a year-over-year cap of 1% of retail revenues.  Any amounts left unrecovered in a particular year because of this cap can be carried over for recovery in a future year.  The kWhs lost from energy efficiency are based on a third-party evaluation of APS’s energy efficiency programs.  DG sales losses are determined from the metered output from the DG units.
 
On February 15, 2018, APS filed its 2018 annual LFCR adjustment, requesting that effective May 1, 2018, the LFCR be adjusted to $60.7 million. On February 6, 2019, the ACC approved the 2018 annual LFCR adjustment to become effective March 1, 2019. On February 15, 2019, APS filed its 2019 annual LFCR adjustment, requesting that effective May 1, 2019, the annual LFCR recovery amount be reduced to $36.2 million (a $24.5 million decrease from previous levels). On July 10, 2019, the ACC approved APS’s 2019 LFCR adjustment as filed, effective with the next billing cycle of July 2019. On February 14, 2020, APS filed its 2020 annual LFCR adjustment, requesting that effective May 1, 2020, the annual LFCR recovery amount be reduced to $26.6 million (a $9.6 million decrease from previous levels). On April 14, 2020, the ACC approved the 2020 LFCR adjustment as filed, effective with the first billing cycle in May 2020. On February 15, 2021, APS filed its 2021 annual LFCR adjustment, requesting that effective May 1, 2021, the annual LFCR recovery amount be increased to $38.5 million (an $11.8 million increase from previous levels). On April 13, 2021, the ACC voted not to approve the requested $11.8 million increase to the annual LFCR adjustment, thus the previously approved rates continue to remain intact. The $11.8 million will continue to be maintained in the LFCR regulatory asset balancing account and will be requested as part of APS’s next LFCR application filing in 2022. The ACC has not yet released its order on this matter. APS does not anticipate that the order will have a material impact on its financial position, results of operations and cash flows.

Tax Expense Adjustor Mechanism.  As part of the 2017 Settlement Agreement, the parties agreed to a rate adjustment mechanism to address potential federal income tax reform and enable the pass-through of certain income tax effects to customers. The TEAM expressly applies to APS’s retail rates with the exception of a small subset of customers taking service under specially-approved tariffs. On December 22, 2017, the Tax Act was enacted.  This legislation made significant changes to the federal income tax laws including a reduction in the corporate tax rate from 35% to 21% effective January 1, 2018.

On January 8, 2018, APS filed an application with the ACC that addressed the change in the marginal federal tax rate from 35% to 21% resulting from the Tax Act and reduced rates by $119.1 million annually through an equal cents per kWh credit (“TEAM Phase I”).  On February 22, 2018, the ACC approved the reduction of rates through an equal cents per kWh credit. The rate reduction was effective for the first billing cycle in March 2018.

The impact of the TEAM Phase I, over time, is expected to be earnings neutral. However, on a quarterly basis, there is a difference between the timing and amount of the income tax benefit and the reduction in revenues refunded through the TEAM Phase I related to the lower federal income tax rate. The amount of the benefit of the lower federal income tax rate is based on quarterly pre-tax results, while the reduction in revenues refunded through the TEAM Phase I is based on a per kWh sales credit which follows our seasonal kWh sales pattern and is not impacted by earnings of the Company.

On August 13, 2018, APS filed a second request with the ACC that addressed the return of an additional $86.5 million in tax savings to customers related to the amortization of non-depreciation related excess deferred taxes previously collected from customers (“TEAM Phase II”). The ACC approved this request on March 13, 2019, effective the first billing cycle in April 2019 through the last billing cycle in March 2020.
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On March 19, 2020, due to the COVID-19 pandemic, APS delayed the discontinuation of TEAM Phase II until the first billing cycle in May 2020.  Amounts credited to customers after the last billing cycle in March 2020 will be recorded as a part of the balancing account and will be addressed for recovery as part of APS’s 2019 ACC rate case. Both the timing of the reduction in revenues refunded through TEAM Phase II and the offsetting income tax benefit are recognized based upon our seasonal kWh sales pattern.

On April 10, 2019, APS filed a third request with the ACC that addressed the amortization of depreciation related excess deferred taxes over a 28.5-year period consistent with IRS normalization rules (“TEAM Phase III”).  On October 29, 2019, the ACC approved TEAM Phase III providing both (i) a one-time bill credit of $64 million, which was credited to customers on their December 2019 bills, and (ii) a monthly bill credit effective the first billing cycle in December 2019 which will provide an additional benefit of $39.5 million to customers through December 31, 2020. On November 20, 2020, APS filed an application to continue the TEAM Phase III monthly bill credit through the earlier of December 31, 2021, or at the conclusion of APS’s 2019 pending rate case. On December 9, 2020, the ACC approved this request. Both the timing of the reduction in revenues refunded through the TEAM Phase III monthly bill credit and the offsetting income tax benefit are recognized based upon APS’s seasonal kWh sales pattern.

Net Metering

APS’s 2017 Rate Case Decision provides that payments by utilities for energy exported to the grid from DG solar facilities will be determined using a RCP methodology, a method that is based on the most recent five-year rolling average price that APS pays for utility-scale solar projects, while a forecasted avoided cost methodology is being developed.  The price established by this RCP method will be updated annually (between general retail rate cases) but will not be decreased by more than 10% per year. Once the avoided cost methodology is developed, the ACC will determine in APS’s subsequent rate cases which method (or a combination of methods) is appropriate to determine the actual price to be paid by APS for exported distributed energy.

In addition, the ACC made the following determinations:

•customers who have interconnected a DG system or submitted an application for interconnection for DG systems prior to September 1, 2017, based on APS’s 2017 Rate Case Decision, will be grandfathered for a period of 20 years from the date the customer’s interconnection application was accepted by the utility;
•customers with DG solar systems are to be considered a separate class of customers for ratemaking purposes; and
•once an export price is set for APS, no netting or banking of retail credits will be available for new DG customers, and the then-applicable export price will be guaranteed for new customers for a period of 10 years.

This decision of the ACC addresses policy determinations only. The decision states that its principles will be applied in future general retail rate cases, and the policy determinations themselves may be subject to future change, as are all ACC policies. A first-year export energy price of 12.9 cents per kWh was included in the 2017 Settlement Agreement and became effective on September 1, 2017.

In accordance with the 2017 Rate Case Decision, APS filed its request for a third-year export energy price of 10.5 cents per kWh on May 1, 2019.  This price also reflects the 10% annual reduction discussed above. The new rate rider became effective on October 1, 2019. APS filed its request for a fourth-year export energy price of 9.4 cents per kWh on May 1, 2020, with a requested effective date of September 1, 2020.  This price reflects the 10% annual reduction discussed above. On September 23, 2020, the ACC approved the
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annual reduction of the export energy price but voted to delay the effectiveness of the reduction in export prices until October 1, 2021. APS’s export energy price will remain at 10.5 cents per kWh until October 1, 2021.

On January 23, 2017, The Alliance for Solar Choice (“TASC”) sought rehearing of the ACC’s decision regarding the value and cost of DG. TASC asserted that the ACC improperly ignored the Administrative Procedure Act, failed to give adequate notice regarding the scope of the proceedings, and relied on information that was not submitted as evidence, among other alleged defects. TASC filed a Notice of Appeal in the Arizona Court of Appeals and filed a Complaint and Statutory Appeal in the Maricopa County Superior Court on March 10, 2017. As part of the 2017 Settlement Agreement described above, TASC agreed to withdraw these appeals when the ACC decision implementing the 2017 Settlement Agreement is no longer subject to appellate review.

See “2016 Retail Rate Case Filing with the Arizona Corporation Commission” above for information regarding an ACC order in connection with the rate review of the 2017 Rate Case Decision requiring APS to provide grandfathered net metering customers on legacy demand rates with an opportunity to switch to another legacy rate to enable such customers to benefit from legacy net metering rates.

Subpoena from Former Arizona Corporation Commissioner Robert Burns

On August 25, 2016, then-Commissioner Robert Burns, individually and not by action of the ACC as a whole, served subpoenas in APS’s then current retail rate proceeding on APS and Pinnacle West for the production of records and information relating to a range of expenditures from 2011 through 2016. The subpoenas requested information concerning marketing and advertising expenditures, charitable donations, lobbying expenses, contributions to 501(c)(3) and (c)(4) nonprofits and political contributions. The return date for the production of information was set as September 15, 2016. The subpoenas also sought testimony from Company personnel having knowledge of the material, including the Chief Executive Officer.

On September 9, 2016, APS filed with the ACC a motion to quash the subpoenas or, alternatively to stay APS’s obligations to comply with the subpoenas and decline to decide APS’s motion pending court proceedings. Contemporaneously with the filing of this motion, APS and Pinnacle West filed a complaint for special action and declaratory judgment in the Superior Court of Arizona for Maricopa County, seeking a declaratory judgment that Burns’ subpoenas are contrary to law. On September 15, 2016, APS produced all non-confidential and responsive documents and offered to produce any remaining responsive documents that are confidential after an appropriate confidentiality agreement is signed.

On February 7, 2017, Burns opened a new ACC docket and indicated that its purpose is to study and rectify problems with transparency and disclosure regarding financial contributions from regulated monopolies or other stakeholders who may appear before the ACC that may directly or indirectly benefit an ACC Commissioner, a candidate for ACC Commissioner, or key ACC Staff.  As part of this docket, Burns set March 24, 2017 as a deadline for the production of all information previously requested through the subpoenas. Neither APS nor Pinnacle West produced the information requested and instead objected to the subpoena. On March 10, 2017, Burns filed suit against APS and Pinnacle West in the Superior Court of Arizona for Maricopa County in an effort to enforce his subpoenas. On March 30, 2017, APS filed a motion to dismiss Burns’ suit against APS and Pinnacle West. In response to the motion to dismiss, the court stayed the suit and ordered Burns to file a motion to compel the production of the information sought by the subpoenas with the ACC. On June 20, 2017, the ACC denied the motion to compel.

On August 4, 2017, Burns amended his complaint to add all of the ACC Commissioners and the ACC itself as defendants. All defendants moved to dismiss the amended complaint. On February 15, 2018, the
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Superior Court dismissed Burns’ amended complaint. On March 6, 2018, Burns filed an objection to the proposed final order from the Superior Court and a motion to further amend his complaint. The Superior Court permitted Burns to amend his complaint to add a claim regarding his attempted investigation into whether his fellow commissioners should have been disqualified from voting on APS’s 2017 rate case. Burns filed his second amended complaint, and all defendants filed responses opposing the second amended complaint and requested that it be dismissed. Oral argument occurred in November 2018 regarding the motion to dismiss. On December 18, 2018, the trial court granted the defendants’ motions to dismiss and entered final judgment on January 18, 2019.

On February 13, 2019, Burns filed a notice of appeal. On July 12, 2019, Burns filed his opening brief in the Arizona Court of Appeals. APS filed its answering brief on October 21, 2019. The Arizona Court of Appeals originally granted the request for oral argument; however, on March 31, 2020, the court vacated the date scheduled for oral argument given the COVID-19 pandemic.  The court determined that the matter could be submitted without oral argument and has taken the matter under advisement and will issue a decision without oral argument.

Burns’ position as an ACC commissioner ended on January 4, 2021. Nevertheless, Burns filed a motion with the Court of Appeals arguing that the appeal was not mooted by this fact and the court should decide the matter. Both APS and the ACC filed responses opposing the motion and asserting that the matter is moot. Pinnacle West and APS cannot predict the outcome of this matter.

Information Requests from Arizona Corporation Commissioners

On January 14, 2019, ACC Commissioner Kennedy opened a docket to investigate campaign expenditures and political participation of APS and Pinnacle West. In addition, on February 27, 2019, ACC Commissioners Burns and Dunn opened a new docket and requested documents from APS and Pinnacle West related to ACC elections and charitable contributions related to the ACC. On March 1, 2019, ACC Commissioner Kennedy issued a subpoena to APS seeking several categories of information for both Pinnacle West and APS, including political contributions, lobbying expenditures, marketing and advertising expenditures, and contributions made to 501(c)(3) and 501(c)(4) entities, for the years 2013-2018. Pinnacle West and APS voluntarily responded to both sets of requests on March 29, 2019. APS also received and responded to various follow-on requests from ACC Commissioners on these matters. Pinnacle West and APS cannot predict the outcome of these matters. The Company’s CEO, Mr. Guldner, appeared at the ACC’s January 14, 2020 Open Meeting regarding ACC Commissioners’ questions about political spending.  Mr. Guldner committed to the ACC that, during his tenure, Pinnacle West and APS, and any of their affiliated companies, will not participate in ACC campaign elections through financial contributions or in-kind contributions.

Energy Modernization Plan

On January 30, 2018, former ACC Commissioner Tobin proposed the Energy Modernization Plan, which consisted of a series of energy policies tied to clean energy sources such as energy storage, biomass, energy efficiency, electric vehicles, and expanded energy planning through the integrated resource plan (“IRP”) process. In August 2018, the ACC directed ACC Staff to open a new rulemaking docket which will address a wide range of energy issues, including the Energy Modernization Plan proposals. The rulemaking will consider possible modifications to existing ACC rules, such as the RES, Electric and Gas Energy Efficiency Standards, Net Metering, Resource Planning, and the Biennial Transmission Assessment, as well as the development of new rules regarding forest bioenergy, electric vehicles, interconnection of distributed
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generation, baseload security, blockchain technology and other technological developments, retail competition, and other energy-related topics.

On April 25, 2019, the ACC Staff issued an initial set of draft energy rules and held various workshops to incorporate feedback from stakeholders and ACC Commissioners from April 2019 through July 2020. At the March 11-12, 2020 workshop, the ACC Staff committed to filing a final draft of proposed rules by July 2020. On July 30, 2020, the ACC Staff issued final draft energy rules which proposed 100% of retail kWh sales from clean energy resources by the end of 2050. Nuclear is defined as a clean energy resource. The proposed rules also require 50% of retail energy served be renewable by the end of 2035. A new energy efficiency standard was not included in the proposed rules. APS would be required to obtain approval of its action plan included in its IRP and seek recovery of prudently incurred costs in a rate process. If approved by the ACC Commissioners, the rules would require utilities to file a Clean Energy Implementation Plan and Energy Efficiency Report as part of their IRP every three years beginning in 2023. In addition, the ACC Staff proposed changing the IRP planning horizon from 15 years to 10 years.

The ACC has discussed the final draft energy rules at several different meetings in 2020. On October 14, 2020, the ACC passed one amendment to ACC Staff’s final draft energy rules that will require electric utilities to obtain 35% of peak load (as measured in 2020) by 2030 from DSM resources, including traditional energy efficiency, demand response and other programs aimed at reducing energy usage, peak demand management and load shifting. This standard aligns with the proposed rules’ three-year resource planning cycle and allows recovery of costs through existing mechanisms until the ACC issues a decision in a future rate proceeding. On October 29, 2020, the ACC approved an amendment that will require electric utilities to reduce their carbon emissions over 2016-2018 levels by 50% by 2032; 75% by 2040; and 100% by 2050. The ACC also approved an amendment that will require utilities to install energy storage systems with an aggregate capacity equal to 5% of each utility’s 2020 peak demand by 2035, of which 40% must be derived from customer-owned or customer-leased distributed storage. Another approved amendment modifies the resource planning process, including requirements for the ACC to approve a utility’s load forecast and resource plan, and for a utility to perform an all-source request for information to guide its resource plan. On November 13, 2020, the ACC approved a final draft energy rules package. On April 19, 2021, the Administrative Law Judge issued a Recommended Order and Opinion on the final energy rules and the ACC will need to review and approve the Recommended Order and Opinion before the rules will take effect. APS cannot predict the outcome of this matter.

Integrated Resource Planning

ACC rules require utilities to develop 15-year IRPs which describe how the utility plans to serve customer load in the plan timeframe.  The ACC reviews each utility’s IRP to determine if it meets the necessary requirements and whether it should be acknowledged.  In March of 2018, the ACC reviewed the 2017 IRPs of its jurisdictional utilities and voted to not acknowledge any of the plans.  APS does not believe that this lack of acknowledgment will have a material impact on our financial position, results of operations or cash flows.  Based on an ACC decision, APS was originally required to file its next IRP by April 1, 2020.  On February 20, 2020, the ACC extended the deadline for all utilities to file their IRP’s from April 1, 2020 to June 26, 2020. On June 26, 2020, APS filed its final IRP. On July 15, 2020, the ACC extended the schedule for final ACC review of utility IRPs to February 2021. In March 2021, the ACC Staff requested additional time to prepare its assessment of utility IRPs. The ACC has taken no action on APS’s IRP. APS cannot predict the outcome of this matter. See “Energy Modernization Plan” above for information regarding proposed changes to the IRP filings.

Public Utility Regulatory Policies Act

Under the Public Utility Regulatory Policies Act of 1978 (“PURPA”), qualifying facilities are provided the right to sell energy and/or capacity to utilities and are granted relief from certain regulatory burdens. On
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December 17, 2019, the ACC mandated a minimum contract length of 18 years for qualifying facilities over 100 kW in Arizona, and established that the rate paid to qualifying facilities must be based on the long-term avoided cost. “Avoided cost” is generally defined as the price at which the utility could purchase or produce the same amount of power from sources other than the qualifying facility on a long-term basis. During calendar year 2020, APS entered into two 18-year power purchase agreements with qualified facilities, each for 80 MW solar facilities. In March 2021, the ACC approved these agreements.

On July 16, 2020, FERC issued a final rule revising FERC’s regulations implementing PURPA. The final rule went into effect on December 31, 2020. APS is evaluating how the revised regulations may impact its operations.

Residential Electric Utility Customer Service Disconnections

On June 13, 2019, APS voluntarily suspended electric disconnections for residential customers who had not paid their bills. On June 20, 2019, the ACC voted to enact emergency rule amendments to prevent residential electric utility customer service disconnections during the period June 1 through October 15 (“Summer Disconnection Moratorium”). During the Summer Disconnection Moratorium, APS could not charge late fees and interest on amounts that were past due from customers. Customer deposits must also be used to pay delinquent amounts before disconnection can occur and customers will have four months to pay back their deposit and any remaining delinquent amounts. In accordance with the emergency rules, APS began putting delinquent customers on a mandatory four-month payment plan beginning on October 16, 2019.

In June 2019, the ACC began a formal regular rulemaking process to allow stakeholder input and time for consideration of permanent rule changes. The ACC further ordered that each regulated electric utility serving retail customers in Arizona update its service conditions by incorporating the emergency rule amendments, restore power to any customers who were disconnected during the month of June 2019 and credit any fees that were charged for a reconnection. The ACC Staff and ACC proposed draft amendments to the customer service disconnections rules. ACC stakeholder meetings were held in September 2019, October 2019 and January 2020 regarding the customer service disconnections rules. On April 14, 2021, the ACC voted to send to the formal rulemaking process a draft rules package governing customer disconnections that allows utilities to choose between a temperature threshold (above 95 degrees and below 32 degrees) or calendar threshold (June 1 – October 15) for disconnection moratoriums. During the formal rulemaking process, the public will have an opportunity to provide input on the draft rules, before the draft rules come back to the ACC for a final vote. The Summer Disconnection Moratorium will remain in effect until the ACC formalizes the final rules package.

Due to the COVID-19 pandemic, APS voluntarily suspended disconnections of customers for nonpayment and waived late payment fees beginning March 13, 2020 until December 31, 2020. The suspension of disconnection of customers for nonpayment ended on January 1, 2021 and customers were automatically placed on eight-month payment arrangements if they had past due balances at the end of the disconnection period of $75 or greater. APS will continue to waive late payment fees until October 15, 2021. APS has experienced and is continuing to experience an increase in bad debt expense associated with the COVID-19 pandemic. See “COVID-19 Pandemic” above for more information.

Retail Electric Competition Rules

On November 17, 2018, the ACC voted to re-examine the facilitation of a deregulated retail electric market in Arizona. An ACC special open meeting workshop was held on December 3, 2018. No substantive action was taken, but interested parties were asked to submit written comments and respond to a list of questions from ACC Staff. On July 1 and July 2, 2019, ACC Staff issued a report and initial proposed draft
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rules regarding possible modifications to the ACC’s retail electric competition rules. Interested parties filed comments to the ACC Staff report and a stakeholder meeting and workshop to discuss the retail electric competition rules was held on July 30, 2019. ACC Commissioners submitted additional questions regarding this matter. On February 10, 2020, two ACC Commissioners filed two sets of draft proposed retail electric competition rules. On February 12, 2020, ACC Staff issued its second report regarding possible modifications to the ACC’s retail electric competition rules. The ACC held a workshop on February 25-26, 2020 on further consideration and discussion of the retail electric competition rules. During a July 15, 2020 ACC Staff meeting, the ACC Commissioners discussed the possible development of a retail competition pilot program, but no action was taken. The ACC Commissioners are continuing to explore the retail electric competition rules. APS cannot predict whether these efforts will result in any changes and, if changes to the rules results, what impact these rules would have on APS.

Rate Plan Comparison Tool and Investigation

On November 14, 2019, APS learned that its rate plan comparison tool was not functioning as intended due to an integration error between the tool and APS’s meter data management system. APS immediately removed the tool from its website and notified the ACC. The purpose of the tool was to provide customers with a rate plan recommendation based upon historical usage data. Upon investigation, APS determined that the error may have affected rate plan recommendations to customers between February 4, 2019 and November 14, 2019. By the middle of May 2020, APS provided refunds to approximately 13,000 potentially impacted customers equal to the difference between what they paid for electricity and the amount they would have paid had they selected their most economical rate, as applicable, and a $25 payment for any inconvenience that the customer may have experienced. The refunds and payment for inconvenience being provided did not have a material impact on APS’s financial statements. APS developed a new tool for comparing customers’ rate plan options.  APS had an independent third party verify that the new rate comparison tool works correctly.  In February 2020, APS launched the new online rate comparison tool, which is now available for its customers. The ACC hired an outside consultant to evaluate the extent of the error and the overall effectiveness of the tool. On August 20, 2020, ACC Staff filed the outside consultant’s report on APS’s rate comparison tool. The report concluded APS’s new rate comparison tool is working as intended. The report also identified a small population of additional customers that may have been affected by the error and APS has provided refunds and the $25 inconvenience payment to approximately 3,800 additional customers. These additional refunds and payment for inconvenience did not have a material impact on APS’s financial statements. On September 28, 2020, the ACC discussed this report but did not take any action. APS cannot predict if any action will be taken by the ACC at this time.

APS received civil investigative demands from the Office of the Arizona Attorney General, Civil Litigation Division, Consumer Protection & Advocacy Section (“Attorney General”) seeking information pertaining to the rate plan comparison tool offered to APS customers and other related issues including implementation of rates from the 2017 Settlement Agreement and its Customer Education and Outreach Plan associated with the 2017 Settlement Agreement. APS fully cooperated with the Attorney General’s Office in this matter. On February 22, 2021 APS entered into a consent agreement with the Attorney General as a way to settle the matter. The settlement results in APS paying $24.75 million, $24 million of which is being returned to customers as restitution. While this matter has been resolved with the Attorney General, APS cannot predict whether additional inquiries or actions may be taken by the ACC.

Four Corners SCR Cost Recovery

On December 29, 2017, in accordance with the 2017 Rate Case Decision, APS filed a Notice of Intent to file its SCR Adjustment to permit recovery of costs associated with the installation of SCR equipment at Four Corners Units 4 and 5.  APS filed the SCR Adjustment request in April 2018.  Consistent with the 2017
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Rate Case Decision, the request was narrow in scope and addressed only costs associated with this specific environmental compliance equipment.  The SCR Adjustment request provided that there would be a $67.5 million annual revenue impact that would be applied as a percentage of base rates for all applicable customers.  Also, as provided for in the 2017 Rate Case Decision, APS requested that the adjustment become effective no later than January 1, 2019.  The hearing for this matter occurred in September 2018.  At the hearing, APS accepted ACC Staff’s recommendation of a lower annual revenue impact of approximately $58.5 million. The Administrative Law Judge issued a Recommended Opinion and Order finding that the costs for the SCR project were prudently incurred and recommending authorization of the $58.5 million annual revenue requirement related to the installation and operation of the SCRs. Exceptions to the Recommended Opinion and Order were filed by the parties and intervenors on December 7, 2018.  The ACC has not issued a decision on this matter. APS included the costs for the SCR project in the retail rate base in its 2019 Retail Rate Case filing with the ACC. On March 18, 2020, the ACC agreed to take administrative notice to include in the pending rate case portions of the record in this prior proceeding that are relevant to the SCRs. APS cannot predict the outcome or timing of the decision on this matter. APS may be required to record a charge to its results of operations if the ACC issues an unfavorable decision (see SCR deferral in the Regulatory Assets and Liabilities table below).

Cholla

On September 11, 2014, APS announced that it would close Unit 2 of the Cholla Power Plant (“Cholla”) and cease burning coal at the other APS-owned units (Units 1 and 3) at the plant by the mid-2020s, if the United States Environmental Protection Agency (“EPA”) approved a compromise proposal offered by APS to meet required environmental and emissions standards and rules. On April 14, 2015, the ACC approved APS’s plan to retire Unit 2, without expressing any view on the future recoverability of APS’s remaining investment in the unit. APS closed Unit 2 on October 1, 2015. In early 2017, EPA approved a final rule incorporating APS’s compromise proposal, which took effect on April 26, 2017. In December 2019, PacifiCorp notified APS that it planned to retire Cholla Unit 4 by the end of 2020. Cholla Unit 4 was retired on December 24, 2020.

Previously, APS estimated Cholla Unit 2’s end of life to be 2033. APS has been recovering a return on and of the net book value of the unit in base rates. Pursuant to the 2017 Settlement Agreement described above, APS will be allowed continued recovery of the net book value of the unit and the unit’s decommissioning and other retirement-related costs ($52.9 million as of March 31, 2021), in addition to a return on its investment. In accordance with GAAP, in the third quarter of 2014, Unit 2’s remaining net book value was reclassified from property, plant and equipment to a regulatory asset. The 2017 Settlement Agreement also shortened the depreciation lives of Cholla Units 1 and 3 to 2025.

Navajo Plant

The Navajo Plant ceased operations in November 2019. The co-owners and the Navajo Nation executed a lease extension on November 29, 2017 that allows for decommissioning activities to begin after the plant ceased operations.
APS is currently recovering depreciation and a return on the net book value of its interest in the Navajo Plant over its previously estimated life through 2026. APS will seek continued recovery in rates for the book value of its remaining investment in the plant ($69.4 million as of March 31, 2021) plus a return on the net book value as well as other costs related to retirement and closure, including the Navajo coal reclamation regulatory asset ($17.8 million as of March 31, 2021). APS believes it will be allowed recovery of the net book value, retirement and closure costs, in addition to a return on its investment. In accordance with GAAP, in the second quarter of 2017, APS’s remaining net book value of its interest in the Navajo Plant was reclassified from property, plant and equipment to a regulatory asset. If the ACC does not allow full recovery
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of the remaining net book value of this interest, all or a portion of the regulatory asset will be written off and APS’s net income, cash flows, and financial position will be negatively impacted.

Regulatory Assets and Liabilities 

The detail of regulatory assets is as follows (dollars in thousands): 

 	Amortization Through		March 31, 2021		December 31, 2020	
 			Current		Non-Current		Current		Non-Current	
Pension	(a)		$	— 			$	467,423 			$	— 			$	469,953 		
Deferred fuel and purchased power (b) (c)	2022		228,609 			— 			175,835 			— 		
Income taxes — allowance for funds used during construction (“AFUDC”) equity	2051		7,169 			159,119 			7,169 			158,776 		
Retired power plant costs	2033		28,182 			107,169 			28,181 			114,214 		
Ocotillo deferral	N/A		— 			110,820 			— 			95,723 		
SCR deferral	N/A		— 			88,044 			— 			81,307 		
Deferred property taxes	2027		8,569 			47,484 			8,569 			49,626 		
Lost fixed cost recovery (b)	2022		45,905 			— 			41,807 			— 		
Deferred compensation	2036		— 			35,806 			— 			36,195 		
Four Corners cost deferral	2024		8,077 			22,056 			8,077 			24,075 		
Income taxes — investment tax credit basis adjustment	2049		1,113 			24,221 			1,113 			24,291 		
Palo Verde VIEs (Note 6)	2046		— 			21,409 			— 			21,255 		
Coal reclamation	2026		1,068 			16,732 			1,068 			16,999 		
Loss on reacquired debt	2038		1,703 			10,486 			1,689 			10,877 		
Mead-Phoenix transmission line contributions in aid of construction (“CIAC”)	2050		332 			9,297 			332 			9,380 		
Demand side management (b)	2021		— 			7,268 			— 			7,268 		
Tax expense adjustor mechanism (b)	2021		5,854 			— 			6,226 			— 		
Tax expense of Medicare subsidy	2024		1,235 			3,626 			1,235 			3,704 		
Deferred fuel and purchased power — mark-to-market (Note 7)	2024		— 			3,728 			3,341 			9,244 		

PSA interest	2022		46 			— 			4,355 			— 		
Other	Various		2,018 			1,169 			2,716 			1,100 		
Total regulatory assets (d)	 		$	339,880 			$	1,135,857 			$	291,713 			$	1,133,987 		

(a)This asset represents the future recovery of pension benefit obligations through retail rates.  If these costs are disallowed by the ACC, this regulatory asset would be charged to other comprehensive income (“OCI”) and result in lower future revenues. See Note 5.
(b)See “Cost Recovery Mechanisms” discussion above.
(c)Subject to a carrying charge.
(d)There are no regulatory assets for which the ACC has allowed recovery of costs, but not allowed a return by exclusion from rate base.  FERC rates are set using a formula rate as described in “Transmission Rates, Transmission Cost Adjustor and Other Transmission Matters.”

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The detail of regulatory liabilities is as follows (dollars in thousands):

																														
 	Amortization Through		March 31, 2021		December 31, 2020	
 			Current		Non-Current		Current		Non-Current	
Excess deferred income taxes - ACC - Tax Cuts and Jobs Act (a)	2046		$	41,353 			$	1,004,226 			$	41,330 			$	1,012,583 		
Excess deferred income taxes - FERC - Tax Cuts and Jobs Act (a)	2058		7,240 			228,690 			7,240 			229,147 		
Asset retirement obligations	2057		— 			519,015 			— 			506,049 		
Other postretirement benefits	(d)		37,705 			337,853 			37,705 			349,588 		
Removal costs	(c)		55,247 			89,937 			52,844 			103,008 		
Income taxes — change in rates	2050		2,839 			66,374 			2,839 			66,553 		
Four Corners coal reclamation	2038		5,461 			49,703 			5,460 			49,435 		
Income taxes — deferred investment tax credit	2049		2,231 			48,507 			2,231 			48,648 		
Spent nuclear fuel	2027		6,831 			43,059 			6,768 			44,221 		
Renewable energy standard (b)	2022		34,460 			30 			39,442 			103 		
Deferred fuel and purchased power — mark-to-market (Note 7)	2022		20,829 			— 			— 			— 		
Property tax deferral	N/A		— 			15,022 			— 			13,856 		
Sundance maintenance	2031		2,867 			11,910 			2,989 			11,508 		
Demand side management (b)	2022		7,821 			5,975 			10,819 			— 		
FERC transmission true up	2023		7,630 			2,379 			6,598 			3,008 		
TCA balancing account (b)	2022		7,315 			1,754 			2,902 			4,672 		
Tax expense adjustor mechanism (b) (e)	2021		7,452 			— 			7,089 			— 		
Deferred gains on utility property	2022		2,423 			939 			2,423 			1,544 		
Active union medical trust	N/A		— 			2,337 			— 			6,057 		
Other	Various		524 			59 			409 			189 		
Total regulatory liabilities	 		$	250,228 			$	2,427,769 			$	229,088 			$	2,450,169 		

(a)For purposes of presentation on the Statement of Cash Flows, amortization of the regulatory liabilities for excess deferred income taxes are reflected as “Deferred income taxes” under Cash Flows From Operating Activities.
(b)See “Cost Recovery Mechanisms” discussion above.
(c)In accordance with regulatory accounting guidance, APS accrues removal costs for its regulated assets, even if there is no legal obligation for removal.
(d)See Note 5.
(e)Pursuant to Decision 77852, the ACC has authorized APS to return to customers up to $7 million of liability recorded to the TEAM balancing account through December 31, 2021. Should new base rates become effective prior to December 31, 2021, any remaining unreturned balance is anticipated to be included in the new base rates.

5.    Retirement Plans and Other Postretirement Benefits
 
Pinnacle West sponsors a qualified defined benefit and account balance pension plan, a non-qualified supplemental excess benefit retirement plan, and other postretirement benefit plans for the employees of Pinnacle West and our subsidiaries.  The other postretirement benefit plans include a group life and medical plan and a post-65 retiree health reimbursement arrangement (“HRA”). Pinnacle West uses a December 31
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
measurement date each year for its pension and other postretirement benefit plans.  The market-related value of our plan assets is their fair value at the measurement date.

Under the HRA, included in the other postretirement benefit plan, the Company provides a subsidy to retirees to defray the cost of a Medicare supplemental policy. In prior years, we had been assuming a 4.75% escalation of these benefits; however, actual escalation has been significantly less than this assumption. Accordingly, during 2020 and for future periods, the escalation assumption was reduced to 2.00%. This escalation factor assumption change, among other factors, resulted in an increase in the over-funded status of the other postretirement benefit plan as of December 31, 2020. As a result, on January 4, 2021, we initiated the transfer of approximately $106 million of assets from the other postretirement benefit plan into the Active Union Employee Medical Account. The Active Union Employee Medical Account is an existing trust account that holds assets restricted for paying active union employee medical costs (see Note 12). The transfer of other postretirement benefit plan assets into the Active Union Employee Medical Account permits access to approximately $106 million of assets for the sole purpose of paying active union employee medical benefits. This transfer of assets into the Active Union Employee Medical Account is consistent with the terms of a similar 2018 transaction.

The following table provides details of the plans’ net periodic benefit costs and the portion of these costs charged to expense (including administrative costs and excluding amounts capitalized as overhead construction or billed to electric plant participants) (dollars in thousands):

 	Pension Benefits		Other Benefits	
 	Three Months Ended
March 31,		Three Months Ended
March 31,	
 	2021		2020		2021		2020	
Service cost — benefits earned during the period	$	15,679 			$	14,257 			$	4,557 			$	5,717 		
Non-service costs (credits):								
Interest cost on benefit obligation	24,669 			29,761 			4,162 			6,512 		
Expected return on plan assets	(50,608)			(46,806)			(10,361)			(10,019)		
  Amortization of:	 				 		 	
  Prior service credit	— 			— 			(9,427)			(9,394)		
  Net actuarial loss (gain)	3,985 			9,011 			(2,405)			— 		
Net periodic benefit cost/(benefit)	$	(6,275)			$	6,223 			$	(13,474)			$	(7,184)		
Portion of cost/(benefit) charged to expense	$	(8,011)			$	1,342 			$	(9,528)			$	(5,456)		
 
Contributions
 
We have not made voluntary contributions to our pension plan year-to-date in 2021. The minimum required contributions for the pension plan are zero for the next three years. We expect to make voluntary contributions up to $100 million in 2021 and zero in 2022 and 2023. We do not expect to make any contributions over this period to our other postretirement benefit plans.
 
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6.    Palo Verde Sale Leaseback Variable Interest Entities
 
In 1986, APS entered into agreements with three separate VIE lessor trust entities in order to sell and lease back interests in Palo Verde Unit 2 and related common facilities. Prior to April 1, 2021, the lease terms allowed APS the right to retain the assets through 2023 under one lease and 2033 under the other two leases. On April 1, 2021, APS executed an amended lease agreement with one of the VIE lessor trust entities relating to the lease agreement with the term ending in 2023. The amendment extends the lease term for this lease through 2033 and changes the lease payment. As a result of this amendment, APS will now retain the assets through 2033 under all three lease agreements. APS will be required to make payments relating to the three leases in total of approximately $21 million annually for the period 2021 through 2033. At the end of the lease period, APS will have the option to purchase the leased assets at their fair market value, extend the leases for up to two years, or return the assets to the lessors.

The leases’ terms give APS the ability to utilize the assets for a significant portion of the assets’ economic life, and therefore provide APS with the power to direct activities of the VIEs that most significantly impact the VIEs’ economic performance.  Predominantly due to the lease terms, APS has been deemed the primary beneficiary of these VIEs and therefore consolidates the VIEs.

As a result of consolidation, we eliminate lease accounting and instead recognize depreciation expense, resulting in an increase in net income for the three months ended March 31, 2021 and 2020 of $5 million, entirely attributable to the noncontrolling interests. Income attributable to Pinnacle West shareholders is not impacted by the consolidation.

Our Condensed Consolidated Balance Sheets at March 31, 2021 and December 31, 2020 include the following amounts relating to the VIEs (dollars in thousands):

	March 31, 2021		December 31, 2020	
Palo Verde sale leaseback property, plant and equipment, net of accumulated depreciation	$	97,068 			$	98,036 		
Equity — Noncontrolling interests	124,164 			119,290 		
 
Assets of the VIEs are restricted and may only be used for payment to the noncontrolling interest holders. These assets are reported on our condensed consolidated financial statements.
 
APS is exposed to losses relating to these VIEs upon the occurrence of certain events that APS does not consider to be reasonably likely to occur.  Under certain circumstances (for example, the Nuclear Regulatory Commission (“NRC”) issuing specified violation orders with respect to Palo Verde or the occurrence of specified nuclear events), APS would be required to make specified payments to the VIEs’ noncontrolling 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 were to occur during the lease periods, APS may be required to pay the noncontrolling equity participants approximately $307 million beginning in 2021, and up to $501 million over the lease terms.
 
For regulatory ratemaking purposes, the agreements continue to be treated as operating leases and, as a result, we have recorded a regulatory asset relating to the arrangements.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7.    Derivative Accounting
 
Derivative financial instruments are used to manage exposure to commodity price and transportation costs of electricity, natural gas, emissions allowances, and in interest rates.  Risks associated with market volatility are managed by utilizing various physical and financial derivative instruments, including futures, forwards, options and swaps.  As part of our overall risk management program, we may use derivative instruments to hedge purchases and sales of electricity and natural gas.  Derivative instruments that meet certain hedge accounting criteria may be designated as cash flow hedges and are used to limit our exposure to cash flow variability on forecasted transactions.  The changes in market value of such instruments have a high correlation to price changes in the hedged transactions.  Derivative instruments are also entered into for economic hedging purposes.  While economic hedges may mitigate exposure to fluctuations in commodity prices, these instruments have not been designated as accounting hedges.  Contracts that have the same terms (quantities, delivery points and delivery periods) and for which power does not flow are netted, which reduces both revenues and fuel and purchased power costs in our Condensed Consolidated Statements of Income, but does not impact our financial condition, net income or cash flows.
 
Our derivative instruments, excluding those qualifying for a scope exception, are recorded on the balance sheets as an asset or liability and are measured at fair value.  See Note 11 for a discussion of fair value measurements.  Derivative instruments may qualify for the normal purchases and normal sales scope exception if they require physical delivery and the quantities represent those transacted in the normal course of business.  Derivative instruments qualifying for the normal purchases and sales scope exception are accounted for under the accrual method of accounting and excluded from our derivative instrument discussion and disclosures below.
 
For its regulated operations, APS defers for future rate treatment 100% of the unrealized gains and losses on derivatives pursuant to the PSA mechanism that would otherwise be recognized in income.  Realized gains and losses on derivatives are deferred in accordance with the PSA to the extent the amounts are above or below the Base Fuel Rate (see Note 4).  Gains and losses from derivatives in the following tables represent the amounts reflected in income before the effect of PSA deferrals.
 
The following table shows the outstanding gross notional volume of derivatives, which represent both purchases and sales (does not reflect net position): 

			Quantity	
Commodity		Unit of Measure	March 31, 2021		December 31, 2020	
Power		GWh	368 			368 		
Gas		Billion cubic feet	211 			205 		
 
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Gains and Losses from Derivative Instruments
 
The following table provides information about APS’s gains and losses from derivative instruments in designated cash flow accounting hedging relationships (dollars in thousands):

 		Financial Statement Location		Three Months Ended
March 31,	
Commodity Contracts				2021		2020	
	
Loss Reclassified from Accumulated OCI into Income (Effective Portion Realized) (a)		Fuel and purchased power (b)		$	— 			$	(414)		

(a)During the three months ended March 31, 2021 and 2020, we had no gains or losses reclassified from accumulated OCI to earnings related to discontinued cash flow hedges.
(b)Amounts are before the effect of PSA deferrals.
 
During the next twelve months, we estimate that no amounts will be reclassified from accumulated OCI into income. For APS, the delivery period for all derivative instruments in designated cash flow accounting hedging relationships have lapsed.

The following table provides information about gains and losses from derivative instruments not designated as accounting hedging instruments (dollars in thousands):

 		Financial Statement Location		Three Months Ended
March 31,		
Commodity Contracts				2021		2020		
Net Gain (Loss) Recognized in Income		Fuel and purchased power (a)		$	26,859 			$	(30,078)			

(a)Amounts are before the effect of PSA deferrals.
 
Derivative Instruments in the Condensed Consolidated Balance Sheets
 
Our derivative transactions are typically executed under standardized or customized agreements, which include collateral requirements and, in the event of a default, would allow for the netting of positive and negative exposures associated with a single counterparty.  Agreements that allow for the offsetting of positive and negative exposures associated with a single counterparty are considered master netting arrangements.  Transactions with counterparties that have master netting arrangements are offset and reported net on the Condensed Consolidated Balance Sheets.  Transactions that do not allow for offsetting of positive and negative positions are reported gross on the Condensed Consolidated Balance Sheets.
 
We do not offset a counterparty’s current derivative contracts with the counterparty’s non-current derivative contracts, although our master netting arrangements would allow current and non-current positions to be offset in the event of a default.  These types of transactions may include non-derivative instruments, derivatives qualifying for scope exceptions, trade receivables and trade payables arising from settled positions, and other forms of non-cash collateral (such as letters of credit).  These types of transactions are excluded from the offsetting tables presented below.
 
The following tables provide information about the fair value of our risk management activities reported on a gross basis and the impacts of offsetting.  These amounts relate to commodity contracts and are located in the assets and liabilities from risk management activities and other assets lines of our Condensed Consolidated Balance Sheets.
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2021:
 (dollars in thousands)		Gross
 Recognized
 Derivatives
 (a)		Amounts
Offset
 (b)		Net
 Recognized
 Derivatives		Other
 (c)		Amount Reported on Balance Sheet	
Current assets		$	25,703 			$	(3,092)			$	22,611 			$	— 			$	22,611 		
Investments and other assets		3,990 			(790)			3,200 			— 			3,200 		
Total assets		29,693 			(3,882)			25,811 			— 			25,811 		
											
Current liabilities		(4,874)			3,092 			(1,782)			(1,285)			(3,067)		
Deferred credits and other		(7,718)			790 			(6,928)			— 			(6,928)		
Total liabilities		(12,592)			3,882 			(8,710)			(1,285)			(9,995)		
Total		$	17,101 			$	— 			$	17,101 			$	(1,285)			$	15,816 		

(a)All of our gross recognized derivative instruments were subject to master netting arrangements.
(b)No cash collateral has been provided to counterparties, or received from counterparties, that is subject to offsetting.
(c)Represents cash collateral that is not subject to offsetting. Amounts relate to non-derivative instruments, derivatives qualifying for scope exceptions or collateral posted in excess of the recognized derivative instrument. Includes cash collateral received from counterparties of $1,285.

As of December 31, 2020:
 (dollars in thousands)		Gross
Recognized
Derivatives
 (a)		Amounts
Offset
(b)		Net
 Recognized
 Derivatives		Other
 (c)		Amount
Reported on
Balance Sheet	
Current assets		$	5,870 			$	(2,939)			$	2,931 			$	— 			$	2,931 		
Investments and other assets		3,150 			(1,332)			1,818 			— 			1,818 		
Total assets		9,020 			(4,271)			4,749 			— 			4,749 		
											
Current liabilities		(9,211)			2,939 			(6,272)			(1,285)			(7,557)		
Deferred credits and other		(12,394)			1,332 			(11,062)			— 			(11,062)		
Total liabilities		(21,605)			4,271 			(17,334)			(1,285)			(18,619)		
Total		$	(12,585)			$	— 			$	(12,585)			$	(1,285)			$	(13,870)		

(a)All of our gross recognized derivative instruments were subject to master netting arrangements.
(b)No cash collateral has been provided to counterparties, or received from counterparties, that is subject to offsetting.
(c)Represents cash collateral and cash margin that is not subject to offsetting. Amounts relate to non-derivative instruments, derivatives qualifying for scope exceptions, or collateral and margin posted in excess of the recognized derivative instrument.  Includes cash collateral received from counterparties of $1,285.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Credit Risk and Credit Related Contingent Features
 
We are exposed to losses in the event of nonperformance or nonpayment by counterparties and have risk management contracts with many counterparties. As of March 31, 2021, we have one counterparty for which our exposure represents approximately 59% of Pinnacle West’s $26 million of risk management assets. This exposure relates to a master agreement with a counterparty that is rated as investment grade. Our risk management process assesses and monitors the financial exposure of all counterparties.  Despite the fact that the great majority of our trading counterparties’ debt is rated as investment grade by the credit rating agencies, 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 and standardized agreements that allow for the netting of positive and negative exposures associated with a single counterparty.  Valuation adjustments are established representing our estimated credit losses on our overall exposure to counterparties.
 
Certain of our derivative instrument contracts contain credit-risk-related contingent features including, among other things, investment grade credit rating provisions, credit-related cross-default provisions, and adequate assurance provisions.  Adequate assurance provisions allow a counterparty with reasonable grounds for uncertainty to demand additional collateral based on subjective events and/or conditions.  For those derivative instruments in a net liability position, with investment grade credit contingencies, the counterparties could demand additional collateral if our debt credit rating were to fall below investment grade (below BBB- for Standard & Poor’s or Fitch or Baa3 for Moody’s).
 
The following table provides information about our derivative instruments that have credit-risk-related contingent features (dollars in thousands):

 	March 31, 2021	
Aggregate fair value of derivative instruments in a net liability position	$	11,520 		
Cash collateral posted	— 		
Additional cash collateral in the event credit-risk-related contingent features were fully triggered (a)	6,674 		

(a)This amount is after counterparty netting and includes those contracts which qualify for scope exceptions, which are excluded from the derivative details above.
 
    We also have energy-related non-derivative instrument contracts with investment grade credit-related contingent features, which could also require us to post additional collateral of approximately $86 million if our debt credit ratings were to fall below investment grade.

46

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8.    Commitments and Contingencies
 
Palo Verde Generating Station
 
Spent Nuclear Fuel and Waste Disposal
 
On December 19, 2012, APS, acting on behalf of itself and the participant owners of Palo Verde, filed a second breach of contract lawsuit against the United States Department of Energy (“DOE”) in the United States Court of Federal Claims (“Court of Federal Claims”).  The lawsuit sought to recover damages incurred due to DOE’s breach of the Contract for Disposal of Spent Nuclear Fuel and/or High Level Radioactive Waste (“Standard Contract”) for failing to accept Palo Verde’s spent nuclear fuel and high level waste from January 1, 2007 through June 30, 2011, as it was required to do pursuant to the terms of the Standard Contract and the Nuclear Waste Policy Act.  On August 18, 2014, APS and DOE entered into a settlement agreement, stipulating to a dismissal of the lawsuit and payment by DOE to the Palo Verde owners for certain specified costs incurred by Palo Verde during the period January 1, 2007 through June 30, 2011. In addition, the settlement agreement, as amended, provides APS with a method for submitting claims and getting recovery for costs incurred through December 31, 2022.

APS has submitted six claims pursuant to the terms of the August 18, 2014 settlement agreement, for six separate time periods during July 1, 2011 through June 30, 2019. The DOE has approved and paid $99.7 million for these claims (APS’s share is $29.0 million). The amounts recovered were primarily recorded as adjustments to a regulatory liability and had no impact on reported net income. In accordance with the 2017 Rate Case Decision, this regulatory liability is being refunded to customers (see Note 4). On November 2, 2020, APS filed its seventh claim pursuant to the terms of the August 18, 2014 settlement agreement in the amount of $12.2 million (APS’s share is $3.6 million). On March 15, 2021, the DOE approved a payment of $12.1 million (APS’s share is $3.5 million) and on April 16, 2021, APS received this payment.

Nuclear Insurance

Public liability for incidents at nuclear power plants is governed by the Price-Anderson Nuclear Industries Indemnity Act (“Price-Anderson Act”), which limits the liability of nuclear reactor owners to the amount of insurance available from both commercial sources and an industry-wide retrospective payment plan.  In accordance with the Price-Anderson Act, the Palo Verde participants are insured against public liability for a nuclear incident of up to approximately $13.7 billion per occurrence. Palo Verde maintains the maximum available nuclear liability insurance in the amount of $450 million, which is provided by American Nuclear Insurers (“ANI”).  The remaining balance of approximately $13.2 billion of liability coverage is provided through a mandatory industry-wide retrospective premium program.  If losses at any nuclear power plant covered by the program exceed the accumulated funds, APS could be responsible for retrospective premiums.  The maximum retrospective premium per reactor under the program for each nuclear liability incident is approximately $137.6 million, subject to a maximum annual premium of approximately $20.5 million per incident.  Based on APS’s ownership interest in the three Palo Verde units, APS’s maximum retrospective premium per incident for all three units is approximately $120.1 million, with a maximum annual retrospective premium of approximately $17.9 million.

The Palo Verde participants maintain insurance for property damage to, and decontamination of, property at Palo Verde in the aggregate amount of $2.8 billion.  APS has also secured accidental outage insurance for a sudden and unforeseen accidental outage of any of the three units.  The property damage, decontamination, and accidental outage insurance are provided by Nuclear Electric Insurance Limited (“NEIL”).  APS is subject to retrospective premium adjustments under all NEIL policies if NEIL’s losses in any policy year exceed accumulated funds. The maximum amount APS could incur under the current NEIL
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
policies totals approximately $22.4 million for each retrospective premium assessment declared by NEIL’s Board of Directors due to losses.  In addition, NEIL policies contain rating triggers that would result in APS providing approximately $63.3 million of collateral assurance within 20 business days of a rating downgrade to non-investment grade.  The insurance coverage discussed in this and the previous paragraph is subject to certain policy conditions, sublimits and exclusions.

Contractual Obligations

As of March 31, 2021, our fuel and purchased power commitments have increased from the information provided in our 2020 Form 10-K. The increase is primarily due to new purchased power and energy storage commitments of approximately $550 million. The majority of the changes relate to 2026 and thereafter.

Other than the item described above, there have been no material changes, as of March 31, 2021, outside the normal course of business in contractual obligations from the information provided in our 2020 Form 10-K. See Note 3 for discussion regarding changes in our short-term and long-term debt obligations.

Superfund-Related Matters
 
The Comprehensive Environmental Response Compensation and Liability Act (“Superfund” or “CERCLA”) establishes liability for the cleanup of hazardous substances found contaminating the soil, water or air.  Those who released, generated, transported to or disposed of hazardous substances at a contaminated site are among the parties who are potentially responsible (“PRPs”).  PRPs may be strictly, and often are jointly and severally, liable for clean-up.  On September 3, 2003, EPA advised APS that EPA considers APS to be a PRP in the Motorola 52nd 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 EPA to perform certain investigative activities of the APS facilities within OU3.  In addition, on September 23, 2009, APS agreed with EPA and one other PRP to voluntarily assist with the funding and management of the site-wide groundwater remedial investigation and feasibility study (“RI/FS”).  Based upon discussions between the OU3 working group parties and EPA, along with the results of recent technical analyses prepared by the OU3 working group to supplement the RI/FS for OU3, APS anticipates finalizing the RI/FS during the second quarter of 2021. We estimate that our costs related to this investigation and study will be approximately $3 million.  We anticipate incurring additional expenditures in the future, but because the overall investigation is not complete and ultimate remediation requirements are not yet finalized, at the present time expenditures related to this matter cannot be reasonably estimated.
 
On August 6, 2013, the Roosevelt Irrigation District (“RID”) filed a lawsuit in Arizona District Court against APS and 24 other defendants, alleging that RID’s groundwater wells were contaminated by the release of hazardous substances from facilities owned or operated by the defendants.  The lawsuit also alleges that, under Superfund laws, the defendants are jointly and severally liable to RID.  The allegations against APS arise out of APS’s current and former ownership of facilities in and around OU3.  As part of a state governmental investigation into groundwater contamination in this area, on January 25, 2015, the Arizona Department of Environmental Quality (“ADEQ”) sent a letter to APS seeking information concerning the degree to which, if any, APS’s current and former ownership of these facilities may have contributed to groundwater contamination in this area.  APS responded to ADEQ on May 4, 2015. On December 16, 2016, two RID environmental and engineering contractors filed an ancillary lawsuit for recovery of costs against APS and the other defendants in the RID litigation. That same day, another RID service provider filed an additional ancillary CERCLA lawsuit against certain of the defendants in the main RID litigation, but excluded APS and certain other parties as named defendants. Because the ancillary lawsuits concern past costs allegedly incurred
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
by these RID vendors, which were ruled unrecoverable directly by RID in November of 2016, the additional lawsuits do not increase APS’s exposure or risk related to these matters.

On April 5, 2018, RID and the defendants in that particular litigation executed a settlement agreement, fully resolving RID’s CERCLA claims concerning both past and future cost recovery. APS’s share of this settlement was immaterial. In addition, the two environmental and engineering vendors voluntarily dismissed their lawsuit against APS and the other named defendants without prejudice. An order to this effect was entered on April 17, 2018. With this disposition of the case, the vendors may file their lawsuit again in the future. On August 16, 2019, Maricopa County, one of the three direct defendants in the service provider lawsuit, filed a third-party complaint seeking contribution for its liability, if any, from APS and 28 other third-party defendants. We are unable to predict the outcome of these matters; however, we do not expect the outcome to have a material impact on our financial position, results of operations or cash flows.

Arizona Attorney General Matter

APS received civil investigative demands from the Attorney General seeking information pertaining to the rate plan comparison tool offered to APS customers and other related issues including implementation of rates from the 2017 Settlement Agreement and its Customer Education and Outreach Plan associated with the 2017 Settlement Agreement. APS fully cooperated with the Attorney General’s Office in this matter. On February 22, 2021 APS entered into a consent agreement with the Attorney General as a way to settle the matter. The settlement results in APS paying $24.75 million, $24 million of which is being returned to customers as restitution.
  
Environmental Matters

APS is subject to numerous environmental laws and regulations affecting many aspects of its present and future operations, including air emissions of both conventional pollutants and greenhouse gases, water quality, wastewater discharges, solid waste, hazardous waste, and coal combustion residuals (“CCRs”).  These laws and regulations can change from time to time, imposing new obligations on APS resulting in increased capital, operating, and other costs.  Associated capital expenditures or operating costs could be material.  APS intends to seek recovery of any such environmental compliance costs through our rates but cannot predict whether it will obtain such recovery.  The following proposed and final rules involve material compliance costs to APS.
 
Regional Haze Rules.  APS has received the final rulemaking imposing pollution control requirements on Four Corners. EPA required the plant to install pollution control equipment that constitutes best available retrofit technology (“BART”) to lessen the impacts of emissions on visibility surrounding the plant. In addition, EPA issued a final rule for Regional Haze compliance at Cholla that does not involve the installation of new pollution controls and that will replace an earlier BART determination for this facility. See below for details of the Cholla BART approval.

Four Corners. Based on EPA’s final standards, APS’s 63% share of the cost of required controls for Four Corners Units 4 and 5 was approximately $400 million, which has been incurred.  In addition, APS and El Paso Electric Company (“El Paso”) entered into an asset purchase agreement providing for the purchase by APS, or an affiliate of APS, of El Paso’s 7% interest in Four Corners Units 4 and 5. 4CA purchased the El Paso interest on July 6, 2016. Navajo Transitional Energy Company, LLC (“NTEC”) purchased the interest from 4CA on July 3, 2018. See “Four Corners — 4CA Matter” below for a discussion of the NTEC purchase. The cost of the pollution controls related to the 7% interest is approximately $45 million, which was assumed by NTEC through its purchase of the 7% interest.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Cholla. In early 2017, EPA approved a final rule containing a revision to Arizona’s State Implementation Plan (“SIP”) for Cholla that implemented BART requirements for this facility, which did not require the installation of any new pollution control capital improvements. In conjunction with the closure of Cholla Unit 2 in 2015, APS has committed to ceasing coal combustion within Units 1 and 3 by April 2025. PacifiCorp retired Cholla Unit 4 at the end of 2020. (See “Cholla” in Note 4 for information regarding future plans for Cholla and details related to the resulting regulatory asset).
 
Coal Combustion Waste. On December 19, 2014, EPA issued its final regulations governing the handling and disposal of CCR, such as fly ash and bottom ash. The rule regulates CCR as a non-hazardous waste under Subtitle D of the Resource Conservation and Recovery Act (“RCRA”) and establishes national minimum criteria for existing and new CCR landfills and surface impoundments and all lateral expansions. These criteria include standards governing location restrictions, design and operating criteria, groundwater monitoring and corrective action, closure requirements and post closure care, and recordkeeping, notification, and internet posting requirements. The rule generally requires any existing unlined CCR surface impoundment to stop receiving CCR and either retrofit or close, and further requires the closure of any CCR landfill or surface impoundment that cannot meet the applicable performance criteria for location restrictions or structural integrity. Such closure requirements are deemed “forced closure” or “closure for cause” of unlined surface impoundments and are the subject of recent regulatory and judicial activities described below.
Since these regulations were finalized, EPA has taken steps to substantially modify the federal rules governing CCR disposal. While certain changes have been prompted by utility industry petitions, others have resulted from judicial review, court-approved settlements with environmental groups, and statutory changes to RCRA. The following lists the pending regulatory changes that, if finalized, could have a material impact as to how APS manages CCR at its coal-fired power plants:
•Following the passage of the Water Infrastructure Improvements for the Nation Act in 2016, EPA possesses authority to either authorize states to develop their own permit programs for CCR management or issue federal permits governing CCR disposal both in states without their own permit programs and on tribal lands. Although ADEQ has taken steps to develop a CCR permitting program, it is not clear when that program will be put into effect. On December 19, 2019, EPA proposed its own set of regulations governing the issuance of CCR management permits.

•On March 1, 2018, as a result of a settlement with certain environmental groups, EPA proposed adding boron to the list of constituents that trigger corrective action requirements to remediate groundwater impacted by CCR disposal activities. Apart from a subsequent proposal issued on August 14, 2019 to add a specific, health-based groundwater protection standard for boron, EPA has yet to take action on this proposal.

•Based on an August 21, 2018 D.C. Circuit decision, which vacated and remanded those provisions of the EPA CCR regulations that allow for the operation of unlined CCR surface impoundments, EPA recently proposed corresponding changes to federal CCR regulations. On July 29, 2020, EPA took final action on new regulations establishing revised deadlines for initiating the closure of unlined CCR surface impoundments; such disposal units were closed as of April 11, 2021.

•On November 4, 2019, EPA also proposed to change the manner by which facilities that have committed to cease burning coal in the near-term may qualify for alternative closure. Such qualification would allow CCR disposal units at these plants to continue operating, even though they would otherwise be subject to forced closure under the federal CCR regulations. EPA’s July 29, 2020 final regulation adopted this proposal and now requires explicit EPA approval for facilities to utilize an alternative closure deadline. With respect to the Cholla facility, APS’s application for alternative closure (which would allow the continued disposal of CCR within the facility’s existing unlined CCR
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
surface impoundments until the required date for ceasing coal-fired boiler operations in April 2025) was submitted to EPA on November 30, 2020 and is currently pending. This application will be subject to public comment and, potentially, judicial review.

We cannot at this time predict the outcome of these regulatory proceedings or when the EPA will take final action on those matters that are still pending. Depending on the eventual outcome, the costs associated with APS’s management of CCR could materially increase, which could affect APS’s financial position, results of operations, or cash flows.

APS currently disposes of CCR in ash ponds and dry storage areas at Cholla and Four Corners. APS estimates that its share of incremental costs to comply with the CCR rule for Four Corners is approximately $27 million and its share of incremental costs to comply with the CCR rule for Cholla is approximately $16 million. The Navajo Plant disposed of CCR only in a dry landfill storage area. To comply with the CCR rule for the Navajo Plant, APS’s share of incremental costs was approximately $1 million, which has been incurred. Additionally, the CCR rule requires ongoing, phased groundwater monitoring.

As of October 2018, APS has completed the statistical analyses for its CCR disposal units that triggered assessment monitoring. APS determined that several of its CCR disposal units at Cholla and Four Corners will need to undergo corrective action. In addition, under the current regulations, all such disposal units must have ceased operating and initiated closure by October 31, 2020. APS initiated an assessment of corrective measures on January 14, 2019 and expects such assessment will continue through mid- to late-2021. As part of this assessment, APS continues to gather additional groundwater data and perform remedial evaluations as to the CCR disposal units at Cholla and Four Corners undergoing corrective action. In addition, APS will solicit input from the public, host public hearings, and select remedies as part of this process. Based on the work performed to date, APS currently estimates that its share of corrective action and monitoring costs at Four Corners will likely range from $10 million to $15 million, which would be incurred over 30 years. The analysis needed to perform a similar cost estimate for Cholla remains ongoing at this time. As APS continues to implement the CCR rule’s corrective action assessment process, the current cost estimates may change. Given uncertainties that may exist until we have fully completed the corrective action assessment process, we cannot predict any ultimate impacts to the Company; however, at this time we do not believe the cost estimates for Cholla and any potential change to the cost estimate for Four Corners would have a material impact on our financial position, results of operations or cash flows.

Clean Power Plan/Affordable Clean Energy Regulations. On June 19, 2019, EPA took final action on its proposals to repeal EPA’s 2015 Clean Power Plan (“CPP”) and replace those regulations with a new rule, the Affordable Clean Energy (“ACE”) regulations. EPA originally finalized the CPP on August 3, 2015, and such rules would have had far broader impact on the electric power sector than the ACE regulations. The ACE regulations had been stayed pending judicial review and on January 19, 2021, the U.S. Court of Appeals for the D.C. Circuit vacated the ACE regulations and remanded them back to EPA to develop new existing power plant carbon regulations consistent with the court’s ruling. That ruling endorsed an expansive view of the federal Clean Air Act consistent with EPA’s 2015 CPP. While the Biden administration has expressed an intent to regulate carbon emissions in this sector more aggressively under the Clean Air Act, we cannot at this time predict the outcome of pending EPA rulemaking proceedings in response to the court’s recent ACE decision.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other environmental rules that could involve material compliance costs include those related to effluent limitations, the ozone national ambient air quality standard and other rules or matters involving the Clean Air Act, Clean Water Act, Endangered Species Act, RCRA, Superfund, the Navajo Nation, and water supplies for our power plants. The financial impact of complying with current and future environmental rules could jeopardize the economic viability of our coal plants or the willingness or ability of power plant participants to fund any required equipment upgrades or continue their participation in these plants. The economics of continuing to own certain resources, particularly our coal plants, may deteriorate, warranting early retirement of those plants, which may result in asset impairments. APS would seek recovery in rates for the book value of any remaining investments in the plants as well as other costs related to early retirement, but cannot predict whether it would obtain such recovery.

Four Corners National Pollutant Discharge Elimination System (“NPDES”) Permit

On July 16, 2018, several environmental groups filed a petition for review before the EPA Environmental Appeals Board (“EAB”) concerning the NPDES wastewater discharge permit for Four Corners, which was reissued on June 12, 2018. The environmental groups allege that the permit was reissued in contravention of several requirements under the Clean Water Act and did not contain required provisions concerning EPA’s 2015 revised effluent limitation guidelines for steam-electric EGUs, 2014 existing-source regulations governing cooling-water intake structures, and effluent limits for surface seepage and subsurface discharges from coal-ash disposal facilities. To address certain of these issues through a reconsidered permit, EPA took action on December 19, 2018 to withdraw the NPDES permit reissued in June 2018. Withdrawal of the permit moots the EAB appeal, and EPA filed a motion to dismiss on that basis. The EAB thereafter dismissed the environmental group appeal on February 12, 2019. EPA then issued a revised final NPDES permit for Four Corners on September 30, 2019. Based upon a November 1, 2019 filing by several environmental groups, the EAB again took up review of the Four Corners NPDES Permit. Oral argument on this appeal was held on September 3, 2020 and the EAB denied the environmental group petition on September 30, 2020. On January 22, 2021, the environmental groups filed a petition for review of the EAB’s decision with the U.S. Court of Appeals for the Ninth Circuit. We cannot predict the outcome of these appeal proceedings and, if such appeal is successful, whether that outcome will have a material impact on our financial position, results of operations, or cash flows.

Four Corners — 4CA Matter

On July 6, 2016, 4CA purchased El Paso’s 7% interest in Four Corners. NTEC purchased this 7% interest on July 3, 2018 from 4CA. NTEC purchased the 7% interest at 4CA’s book value, approximately $70 million, and is paying 4CA the purchase price over a period of four years pursuant to a secured interest-bearing promissory note. The note is secured by a portion of APS’s payments to be owed to NTEC under the 2016 Coal Supply Agreement. As of March 31, 2021, the note has a remaining balance of $23 million. NTEC continues to make payments in accordance with the terms of the note. Due to its short-remaining term, among other factors, there are no expected credit losses associated with the note.

In connection with the sale, Pinnacle West guaranteed certain obligations that NTEC will have to the other owners of Four Corners, such as NTEC’s 7% share of capital expenditures and operating and maintenance expenses. Pinnacle West’s guarantee is secured by a portion of APS’s payments to be owed to NTEC under the 2016 Coal Supply Agreement.

The 2016 Coal Supply Agreement contained alternate pricing terms for the 7% interest in the event NTEC did not purchase the interest. Until the time that NTEC purchased the 7% interest, the alternate pricing provisions were applicable to 4CA as the holder of the 7% interest. These terms included a formula under which NTEC must make certain payments to 4CA for reimbursement of operations and maintenance costs and
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
a specified rate of return, offset by revenue generated by 4CA’s power sales. The amount under this formula for calendar year 2018 (up to the date that NTEC purchased the 7% interest) was approximately $10 million, which was due to 4CA on December 31, 2019. Such payment was satisfied in January 2020 by NTEC directing to 4CA a prepayment from APS of future coal payment obligations of which the prepayment has been fully utilized as of June 2020.

Financial Assurances

In the normal course of business, we obtain standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee our own future performance and provide third parties with financial and performance assurance in the event we do not perform. These instruments support commodity contract collateral obligations and other transactions. As of March 31, 2021, standby letters of credit totaled $5.2 million and would have expired in 2021, subsequently in April of 2021 an extension was effective that reset the expiration dates to 2022. As of March 31, 2021, surety bonds expiring through 2022 totaled $16 million. The underlying liabilities insured by these instruments are reflected on our balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.

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.

Pinnacle West has issued parental guarantees and has provided indemnification under certain surety bonds for APS which were not material at March 31, 2021. In connection with the sale of 4CA’s 7% interest to NTEC, Pinnacle West is guaranteeing certain obligations that NTEC will have to the other owners of Four Corners. (See “Four Corners — 4CA Matter” above for information related to this guarantee). Pinnacle West has not needed to perform under this guarantee. A maximum obligation is not explicitly stated in the guarantee and, therefore, the overall maximum amount of the obligation under such guarantee cannot be reasonably estimated; however, we consider the fair value of this guarantee, including expected credit losses, to be immaterial.

In connection with BCE’s acquisition of minority ownership positions in the Clear Creek and Nobles 2 wind farms, Pinnacle West has issued parental guarantees to guarantee the obligations of BCE subsidiaries to make required equity contributions to fund project construction (the “Equity Contribution Guarantees”) and to make production tax credit funding payments to borrowers of the projects (the “PTC Guarantees”). The amounts guaranteed by Pinnacle West are reduced as payments are made under the respective guarantee agreements. The Equity Contribution Guarantees remaining as of March 31, 2021 are immaterial in amount (approximately $2 million) and the PTC Guarantees (approximately $38 million as of March 31, 2021) are currently expected to be terminated ten years following the commercial operation date of the applicable project.
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

9.    Other Income and Other Expense
 
The following table provides detail of Pinnacle West’s Consolidated other income and other expense (dollars in thousands):
												
 	Three Months Ended
March 31,	
 	2021		2020	
Other income:	 		 	
Interest income	$	1,948 			$	3,277 		
	
Debt return on Four Corners SCR deferrals (Note 4)	4,086 			3,140 		
Debt return on Ocotillo modernization project (Note 4)	6,392 			6,144 		
Miscellaneous	3 			8 		
Total other income	$	12,429 			$	12,569 		
Other expense:				
Non-operating costs	(1,937)			(2,658)		
Investment gains (losses) — net	(343)			60 		
Miscellaneous	(1,573)			(2,186)		
Total other expense	$	(3,853)			$	(4,784)		

    The following table provides detail of APS’s other income and other expense (dollars in thousands):

 	Three Months Ended
March 31,	
 	2021		2020	
Other income:	 		 	
Interest income	$	1,481 			$	2,341 		
Debt return on Four Corners SCR deferrals (Note 4)	4,086 			3,140 		
Debt return on Ocotillo modernization project (Note 4)	6,392 			6,144 		
Miscellaneous	1 			8 		
Total other income	$	11,960 			$	11,633 		
Other expense:	 		 	
Non-operating costs	(1,778)			(2,482)		
Miscellaneous	(1,572)			(2,186)		
Total other expense	$	(3,350)			$	(4,668)		

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10.    Earnings Per Share
 
The following table presents the calculation of Pinnacle West’s basic and diluted earnings per share (in thousands, except per share amounts):

 	Three Months Ended March 31,	
 	2021		2020	
Net income attributable to common shareholders	$	35,641 			$	29,993 		
Weighted average common shares outstanding — basic	112,829 			112,594 		
Net effect of dilutive securities:				
Contingently issuable performance shares and restricted stock units	264 			268 		
Weighted average common shares outstanding — diluted	113,093 			112,862 		
Earnings per weighted-average common share outstanding				
Net income attributable to common shareholders — basic	$	0.32 			$	0.27 		
Net income attributable to common shareholders — diluted	$	0.32 			$	0.27 		

11.    Fair Value Measurements
 
We classify our assets and liabilities that are carried at fair value within the fair value hierarchy.  This hierarchy ranks the quality and reliability of the inputs used to determine fair values, which are then classified and disclosed in one of three categories.  The three levels of the fair value hierarchy are:
 
Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Other significant observable inputs, including quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active, and model-derived valuations whose inputs are observable (such as yield curves).

Level 3 — Valuation models with significant unobservable inputs that are supported by little or no market activity.  Instruments in this category may include long-dated derivative transactions where valuations are unobservable due to the length of the transaction, options, and transactions in locations where observable market data does not exist.  The valuation models we employ utilize spot prices, forward prices, historical market data and other factors to forecast future prices.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  Thus, a valuation may be classified in Level 3 even though the valuation may include significant inputs that are readily observable.  We maximize the use of observable inputs and minimize the use of unobservable inputs.  We rely primarily on the market approach of using prices and other market information for identical and/or comparable assets and liabilities.  If market data is not readily available, inputs may reflect our own assumptions about the inputs market participants would use.  Our assessment of the inputs and the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities as well as their placement within the fair value hierarchy levels.  We assess whether a market is active by obtaining observable broker quotes, reviewing actual market activity, and assessing the volume of transactions.  We consider broker quotes observable inputs when the quote is binding on the broker, we can validate the quote with market activity, or we can determine that the inputs the broker used to arrive at the quoted price are observable.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Certain instruments have been valued using the concept of Net Asset Value (“NAV”) as a practical expedient. These instruments are typically structured as investment companies offering shares or units to multiple investors for the purpose of providing a return. These instruments are similar to mutual funds; however, their NAV is generally not published and publicly available, nor are these instruments traded on an exchange. Instruments valued using NAV as a practical expedient are included in our fair value disclosures; however, in accordance with GAAP are not classified within the fair value hierarchy levels.

Recurring Fair Value Measurements
 
We apply recurring fair value measurements to cash equivalents, derivative instruments, and investments held in the nuclear decommissioning trusts and other special use funds. On an annual basis, we apply fair value measurements to plan assets held in our retirement and other benefit plans.  See Note 8 in the 2020 Form 10-K for fair value discussion of plan assets held in our retirement and other benefit plans.
 
Cash Equivalents
 
Cash equivalents represent certain investments in money market funds that are valued using quoted prices in active markets.

Risk Management Activities — Derivative Instruments
 
Exchange traded commodity contracts are valued using unadjusted quoted prices.  For non-exchange traded commodity contracts, we calculate fair value based on the average of the bid and offer price, discounted to reflect net present value.  We maintain certain valuation adjustments for a number of risks associated with the valuation of future commitments.  These include valuation adjustments for liquidity and credit risks.  The liquidity valuation adjustment represents the cost that would be incurred if all unmatched positions were closed out or hedged.  The credit valuation adjustment represents estimated credit losses on our net exposure to counterparties, taking into account netting agreements, expected default experience for the credit rating of the counterparties and the overall diversification of the portfolio.  We maintain credit policies that management believes minimize overall credit risk.
 
Certain non-exchange traded commodity contracts are valued based on unobservable inputs due to the long-term nature of contracts, characteristics of the product, or the unique location of the transactions.  Our long-dated energy transactions consist of observable valuations for the near-term portion and unobservable valuations for the long-term portions of the transaction.  We rely primarily on broker quotes to value these instruments.  When our valuations utilize broker quotes, we perform various control procedures to ensure the quote has been developed consistent with fair value accounting guidance.  These controls include assessing the quote for reasonableness by comparison against other broker quotes, reviewing historical price relationships, and assessing market activity.  When broker quotes are not available, the primary valuation technique used to calculate the fair value is the extrapolation of forward pricing curves using observable market data for more liquid delivery points in the same region and actual transactions at more illiquid delivery points.
 
When the unobservable portion is significant to the overall valuation of the transaction, the entire transaction is classified as Level 3. 
 
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Investments Held in Nuclear Decommissioning Trusts and Other Special Use Funds

The nuclear decommissioning trusts and other special use funds invest in fixed income and equity securities. Other special use funds include the coal reclamation escrow account and the active union employee medical account. See Note 12 for additional discussion about our investment accounts.

We value investments in fixed income and equity securities using information provided by our trustees and escrow agent. Our trustees and escrow agent use pricing services that utilize the valuation methodologies described below to determine fair market value. We have internal control procedures designed to ensure this information is consistent with fair value accounting guidance. These procedures include assessing valuations using an independent pricing source, verifying that pricing can be supported by actual recent market transactions, assessing hierarchy classifications, comparing investment returns with benchmarks, and obtaining and reviewing independent audit reports on the trustees’ and escrow agent’s internal operating controls and valuation processes.

Fixed Income Securities

Fixed income securities issued by the U.S. Treasury are valued using quoted active market prices and are typically classified as Level 1.  Fixed income securities issued by corporations, municipalities, and other agencies, including mortgage-backed instruments, are valued using quoted inactive market prices, quoted active market prices for similar securities, or by utilizing calculations which incorporate observable inputs such as yield curves and spreads relative to such yield curves.  These fixed income instruments are classified as Level 2.  Whenever possible, multiple market quotes are obtained which enables a cross-check validation.  A primary price source is identified based on asset type, class, or issue of securities.

Fixed income securities may also include short-term investments in certificates of deposit, variable rate notes, time deposit accounts, U.S. Treasury and Agency obligations, U.S. Treasury repurchase agreements, commercial paper, and other short-term instruments. These instruments are valued using active market prices or utilizing observable inputs described above.

Equity Securities

The Nuclear Decommissioning Trusts's equity security investments are held indirectly through commingled funds.  The commingled funds are valued using the funds’ NAV as a practical expedient. The funds’ NAV is primarily derived from the quoted active market prices of the underlying equity securities held by the funds. We may transact in these commingled funds on a semi-monthly basis at the NAV.  The commingled funds are maintained by a bank and hold investments in accordance with the stated objective of tracking the performance of the S&P 500 Index.  Because the commingled funds’ shares are offered to a limited group of investors, they are not considered to be traded in an active market. As these instruments are valued using NAV, as a practical expedient, they have not been classified within the fair value hierarchy.

The Nuclear Decommissioning Trusts and other special use funds may also hold equity securities that include exchange traded mutual funds and money market accounts for short-term liquidity purposes. These short-term, highly-liquid, investments are valued using active market prices.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Tables
 
The following table presents the fair value at March 31, 2021 of our assets and liabilities that are measured at fair value on a recurring basis (dollars in thousands):

																																				
 	Level 1		Level 2		Level 3		Other		 		Total	
Assets	 		 		 		 		 		 	
	
Risk management activities — derivative instruments:												
Commodity contracts	$	— 			$	14,353 			$	15,340 			$	(3,882)			(a)		$	25,811 		
Nuclear decommissioning trust:												
Equity securities	22,160 			— 			— 			(15,538)			(b)		6,622 		
U.S. commingled equity funds	— 			— 			— 			648,199 			(c)		648,199 		
U.S. Treasury debt	175,707 			— 			— 			— 			 		175,707 		
Corporate debt	— 			143,876 			— 			— 			 		143,876 		
Mortgage-backed securities	— 			110,073 			— 			— 			 		110,073 		
Municipal bonds	— 			64,479 			— 			— 			 		64,479 		
Other fixed income	— 			10,743 			— 			— 			 		10,743 		
Subtotal nuclear decommissioning trust	197,867 			329,171 			— 			632,661 					1,159,699 		
												
Other special use funds:												
Equity securities	19,211 			— 			— 			1,401 			(b)		20,612 		
U.S. Treasury debt	323,589 			— 			— 			— 					323,589 		
Municipal bonds	— 			13,305 			— 			— 					13,305 		
Subtotal other special use funds	342,800 			13,305 			— 			1,401 					357,506 		
												
Total assets	$	540,667 			$	356,829 			$	15,340 			$	630,180 					$	1,543,016 		
Liabilities	 		 		 		 		 		 	
Risk management activities — derivative instruments:	 		 		 		 		 		 	
Commodity contracts	$	— 			$	(11,668)			$	(924)			$	2,597 			(a)		$	(9,995)		

(a)Represents counterparty netting, margin, and collateral. See Note 7.
(b)Represents net pending securities sales and purchases.
(c)Valued using NAV as a practical expedient and, therefore, are not classified in the fair value hierarchy.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the fair value at December 31, 2020 of our assets and liabilities that are measured at fair value on a recurring basis (dollars in thousands):

																																				
 	Level 1		Level 2		Level 3		Other		 		Total	
Assets	 		 		 		 		 		 	
	
Risk management activities — derivative instruments:												
Commodity contracts	$	— 			$	9,016 			$	4 			$	(4,271)			(a)		$	4,749 		
Nuclear decommissioning trust:	 		 		 		 		 		 	
Equity securities	29,796 			— 			— 			(17,828)			(b)		11,968 		
U.S. commingled equity funds	— 			— 			— 			610,055 			(c)		610,055 		
U.S. Treasury debt	164,514 			— 			— 			— 					164,514 		
Corporate debt	— 			149,509 			— 			— 			 		149,509 		
Mortgage-backed securities	— 			99,623 			— 			— 			 		99,623 		
Municipal bonds	— 			89,705 			— 			— 			 		89,705 		
Other fixed income	— 			13,061 			— 			— 			 		13,061 		
Subtotal nuclear decommissioning trust	194,310 			351,898 			— 			592,227 					1,138,435 		
												
Other special use funds:												
Equity securities	37,337 			— 			— 			504 			(b)		37,841 		
U.S. Treasury debt	203,220 			— 			— 			— 					203,220 		
Municipal bonds	— 			13,448 			— 			— 					13,448 		
Subtotal other special use funds	240,557 			13,448 			— 			504 					254,509 		
												
Total assets	$	434,867 			$	374,362 			$	4 			$	588,460 					$	1,397,693 		
Liabilities	 		 		 		 		 		 	
Risk management activities — derivative instruments:	 		 		 		 		 		 	
Commodity contracts	$	— 			$	(20,498)			$	(1,107)			$	2,986 			(a)		$	(18,619)		

(a)Represents counterparty netting, margin, and collateral. See Note 7.
(b)Represents net pending securities sales and purchases.
(c)Valued using NAV as a practical expedient and, therefore, are not classified in the fair value hierarchy.

Fair Value Measurements Classified as Level 3
 
The significant unobservable inputs used in the fair value measurement of our energy derivative contracts include broker quotes that cannot be validated as an observable input primarily due to the long-term nature of the quote or other characteristics of the product.  Significant changes in these inputs in isolation would result in significantly higher or lower fair value measurements.  Changes in our derivative contract fair values, including changes relating to unobservable inputs, typically will not impact net income due to regulatory accounting treatment (see Note 4).
 
Because our forward commodity contracts classified as Level 3 are currently in a net purchase position, we would expect price increases of the underlying commodity to result in increases in the net fair value of the related contracts.  Conversely, if the price of the underlying commodity decreases, the net fair value of the related contracts would likely decrease.
 
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other unobservable valuation inputs include credit and liquidity reserves which do not have a material impact on our valuations; however, significant changes in these inputs could also result in higher or lower fair value measurements.
 
Financial Instruments Not Carried at Fair Value
 
The carrying value of our short-term borrowings approximate fair value and are classified within Level 2 of the fair value hierarchy. See Note 3 for our long-term debt fair values. The NTEC note receivable related to the sale of 4CA’s interest in Four Corners bears interest at 3.9% per annum and has a book value of $22.7 million as of March 31, 2021 and $27.1 million as of December 31, 2020, as presented on the Condensed Consolidated Balance Sheets.  The carrying amount is not materially different from the fair value of the note receivable and is classified within Level 3 of the fair value hierarchy.  See Note 8 for more information on 4CA matters.

12.    Investments in Nuclear Decommissioning Trusts and Other Special Use Funds

We have investments in debt and equity securities held in Nuclear Decommissioning Trusts, Coal Reclamation Escrow Account, and an Active Union Employee Medical Account. Investments in debt securities are classified as available-for-sale securities. We record both debt and equity security investments at their fair value on our Condensed Consolidated Balance Sheets. See Note 11 for a discussion of how fair value is determined and the classification of the investments within the fair value hierarchy. The investments in each trust or account are restricted for use and are intended to fund specified costs and activities as further described for each fund below.

Nuclear Decommissioning Trusts — APS established external decommissioning trusts in accordance with NRC regulations to fund the future costs APS expects to incur to decommission Palo Verde.  Third-party investment managers are authorized to buy and sell securities per stated investment guidelines.  The trust funds are invested in fixed income securities and equity securities. Earnings and proceeds from sales and maturities of securities are reinvested in the trusts. Because of the ability of APS to recover decommissioning costs in rates, and in accordance with the regulatory treatment, APS has deferred realized and unrealized gains and losses (including credit losses) in other regulatory liabilities.

Coal Reclamation Escrow Account — APS has investments restricted for the future coal mine reclamation funding related to Four Corners. This escrow account is primarily invested in fixed income securities. Earnings and proceeds from sales of securities are reinvested in the escrow account. Because of the ability of APS to recover coal mine reclamation costs in rates, and in accordance with the regulatory treatment, APS has deferred realized and unrealized gains and losses (including credit losses) in other regulatory liabilities. Activities relating to APS coal mine reclamation escrow account investments are included within the other special use funds in the table below.

Active Union Employee Medical Account — APS has investments restricted for paying active union employee medical costs. These investments may be used to pay active union employee medical costs incurred in the current and future periods. In 2020 and 2019, APS was reimbursed $14 million and $15 million, respectively, for prior year active union employee medical claims from the active union employee medical account. The account is invested primarily in fixed income securities. In accordance with the ratemaking treatment, APS has deferred the unrealized gains and losses (including credit losses) in other regulatory liabilities. Activities relating to active union employee medical account investments are included within the other special use funds in the table below. On January 4, 2021, an additional $106 million of investments were transferred from APS other postretirement benefit trust assets into the active union employee medical account (see Note 5).
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APS

The following tables present the unrealized gains and losses based on the original cost of the investment and summarizes the fair value of APS’s nuclear decommissioning trusts and other special use fund assets (dollars in thousands):  

	March 31, 2021	
 	Fair Value		Total
Unrealized
Gains		Total
Unrealized
Losses	
Investment Type:	Nuclear Decommissioning Trusts		Other Special Use Funds		Total					
Equity securities	$	670,359 			$	19,211 			$	689,570 			$	457,442 			$	— 		
Available for sale-fixed income securities	504,878 			336,894 			841,772 		(a)	27,338 			(3,203)		
Other	(15,538)			1,401 			(14,137)		(b)	— 			— 		
Total	$	1,159,699 			$	357,506 			$	1,517,205 			$	484,780 			$	(3,203)		

(a)As of March 31, 2021, the amortized cost basis of these available-for-sale investments is $818 million.
(b)Represents net pending securities sales and purchases.

	December 31, 2020	
 	Fair Value		Total
Unrealized
Gains		Total
Unrealized
Losses	
Investment Type:	Nuclear Decommissioning Trusts		Other Special Use Funds		Total					
Equity securities	$	639,851 			$	37,337 			$	677,188 			$	421,666 			$	— 		
Available for sale-fixed income securities	516,412 			216,668 			733,080 		(a)	46,581 			(398)		
Other	(17,828)			504 			(17,324)		(b)	— 			— 		
Total	$	1,138,435 			$	254,509 			$	1,392,944 			$	468,247 			$	(398)		

(a)As of December 31, 2020, the amortized cost basis of these available-for-sale investments is $687 million.
(b)Represents net pending securities sales and purchases.
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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth APS’s realized gains and losses relating to the sale and maturity of available-for-sale debt securities and equity securities, and the proceeds from the sale and maturity of these investment securities (dollars in thousands):

 	Three Months Ended March 31,	
 	Nuclear Decommissioning Trusts		Other Special Use Funds		Total	
2021						
Realized gains	$	2,968 			$	— 			$	2,968 		
Realized losses	(4,148)			— 			(4,148)		
Proceeds from the sale of securities (a)	234,728 			145,250 			379,978 		
2020						
Realized gains	$	3,313 			$	— 			$	3,313 		
Realized losses	(2,227)			— 			(2,227)		
Proceeds from the sale of securities (a)	178,196 			16,891 			195,087 		

(a)    Proceeds are reinvested in the nuclear decommissioning trusts and other special use funds, excluding amounts reimbursed to the Company for active union employee medical claims from the active union employee medical account.    

Fixed Income Securities Contractual Maturities

The fair value of APS’s fixed income securities, summarized by contractual maturities, at March 31, 2021, is as follows (dollars in thousands):

 	Nuclear Decommissioning Trust		Coal Reclamation Escrow Account		Active Union Employee Medical Account		Total	
Less than one year	$	25,048 			$	26,259 			$	40,469 			$	91,776 		
1 year – 5 years	147,347 			34,936 			160,324 			342,607 		
5 years – 10 years	137,479 			2,708 			63,477 			203,664 		
Greater than 10 years	195,004 			8,721 			— 			203,725 		
Total	$	504,878 			$	72,624 			$	264,270 			$	841,772 		

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13.     Changes in Accumulated Other Comprehensive Loss

The following table shows the changes in Pinnacle West’s consolidated accumulated other comprehensive loss, including reclassification adjustments, net of tax, by component (dollars in thousands):

	 Pension and Other Postretirement Benefits				 Derivative Instruments				 Total	
Three Months Ended March 31										
Balance December 31, 2020	$	(60,725)					$	(2,071)					$	(62,796)		
OCI (loss) before reclassifications	— 					262 					262 		
Amounts reclassified from accumulated other comprehensive loss	1,022 			 (a)		— 					1,022 		
Balance March 31, 2021	$	(59,703)					$	(1,809)					$	(61,512)		
										
Balance December 31, 2019	$	(56,522)					$	(574)					$	(57,096)		
OCI (loss) before reclassifications	— 					292 					292 		
Amounts reclassified from accumulated other comprehensive loss	1,205 			 (a)		20 			 (b)		1,225 		
	
Balance March 31, 2020	$	(55,317)					$	(262)					$	(55,579)		

(a)    These amounts primarily represent amortization of actuarial loss and are included in the computation of net periodic pension cost.  See Note 5.
(b)    These amounts primarily represent realized gains and losses and are included in the computation of fuel and purchased power costs and are subject to the PSA.  See Note 7.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table shows the changes in APS’s consolidated accumulated other comprehensive loss, including reclassification adjustments, net of tax, by component for the three months ended March 31, 2021 and 2020 (dollars in thousands): 

	 Pension and Other Postretirement Benefits				 Derivative Instruments				 Total	
Three Months Ended March 31										
Balance December 31, 2020	$	(40,918)					$	— 					$	(40,918)		
	
Amounts reclassified from accumulated other comprehensive loss	927 			 (a)		— 					927 		
Balance March 31, 2021	$	(39,991)					$	— 					$	(39,991)		
										
Balance December 31, 2019	$	(34,948)					$	(574)					$	(35,522)		
OCI (loss) before reclassifications	— 					292 					292 		
Amounts reclassified from accumulated other comprehensive loss	1,013 			 (a)		20 			 (b)		1,033 		
	
Balance March 31, 2020	$	(33,935)					$	(262)					$	(34,197)		

(a) These amounts primarily represent amortization of actuarial loss and are included in the computation of net periodic pension cost.  See Note 5.
(b) These amounts primarily represent realized gains and losses and are included in the computation of fuel and purchased power costs and are subject to the PSA.  See Note 7.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14.     Income Taxes
 
The Tax Act reduced the corporate tax rate to 21% effective January 1, 2018. As a result of this rate reduction, the Company recognized a $1.14 billion reduction in its net deferred income tax liabilities as of December 31, 2017. In accordance with accounting for regulated companies, the effect of this rate reduction was substantially offset by a net regulatory liability.

Federal income tax laws require the amortization of a majority of the balance over the remaining regulatory life of the related property. As a result of the modifications made to the annual transmission formula rate during the second quarter of 2018, the Company began amortization of FERC jurisdictional net excess deferred tax liabilities in 2018. On March 13, 2019, the ACC approved the Company’s proposal to amortize non-depreciation related net excess deferred tax liabilities subject to its jurisdiction over a twelve-month period. As a result, the Company began amortization in March 2019. The Company recorded $14 million of income tax benefit related to the amortization of these non-depreciation related net excess deferred tax liabilities as of March 31, 2020, with these non-depreciation related net excess deferred tax liabilities being fully amortized as of March 31, 2020. On October 29, 2019, the ACC approved the Company’s proposal to amortize depreciation related net excess deferred tax liabilities subject to its jurisdiction over a 28.5-year period with amortization to retroactively begin as of January 1, 2018. The Company recorded $6 million and $6 million of income tax benefit related to amortization of these depreciation related net excess deferred tax liabilities as of March 31, 2021 and March 31, 2020, respectively. See Note 4 for more details.

Net income associated with the Palo Verde sale leaseback VIEs is not subject to tax.  As a result, there is no income tax expense associated with the VIEs recorded on the Pinnacle West Consolidated and APS Consolidated Statements of Income. See Note 6 for additional details related to the Palo Verde sale leaseback VIEs.

As of the balance sheet date, the tax year ended December 31, 2017 and all subsequent tax years remain subject to examination by the IRS.  With a few exceptions, the Company is no longer subject to state income tax examinations by tax authorities for years before 2016.

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ITEM 2.          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
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 2020 Form 10-K, 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 $20 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 an evolving situation. The Company is operating under long-standing pandemic 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 the spread of this virus and ensuring continued, safe and reliable electric service for APS customers.

We have identified business-critical positions in our operations and support organizations, with backup personnel ready to assist if an issue were to arise. Additionally, efforts to ensure the health and safety of our employees have resulted in bifurcated control rooms, thus reducing the number of employees in mission-critical locations. We also established COVID-19 safety protocols, social distancing practices including limiting one employee per vehicle and offering virtual options whenever possible. The Company also took rapid action to implement an all Company COVID-19 hotline, a focused COVID-19 team, and procured on-site COVID-19 testing at key facilities early in the pandemic. Through this testing, case management and contact tracing, the Company has been able to significantly limit COVID-19 transmission in the workplace. As a result of these efforts, we have been able to maintain the continuity of the essential services that we provide to our customers, while also managing the spread of the virus and promoting the health, physical and mental well-being and safety of our employees, customers and communities.

Essential planned work and capital investments are continuing during the pandemic with priority to support fire mitigation and summer preparedness. APS has continuous discussions with suppliers on manpower and supply issues pertaining to COVID-19 and has measures in place to continue to monitor resource needs and supply chain adequacy. At this time, APS does not believe it has any material supply chain risks due to COVID-19 that would impact its ability to serve customers’ needs.
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The Company’s operations and maintenance expenses, exclusive of bad debt expense, increased by approximately $3 million for the period ended March 31, 2021 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 2021 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. APS expects sales trends to normalize somewhat in 2021 as business activity continues to recover and more people return to work. 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.

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 deferred the cash payment of the employer’s portion of Social Security payroll taxes for the period July 1, 2020 through December 31, 2020 that was approximately $18 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.  On February 23, 2021, this waiver was extended until September 30, 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 both 2020 and 2021, 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 did not have a material impact on our financial statements. See Note 1.

Due to the COVID-19 pandemic, APS voluntarily suspended disconnections of customers for nonpayment and waived late payment fees beginning March 13, 2020 until December 31, 2020. The suspension of disconnection of customers for nonpayment ended on January 1, 2021 and customers were automatically placed on eight-month payment arrangements if they had past due balances at the end of the disconnection period of $75 or greater. APS will continue to waive late payment fees until October 15, 2021. APS has experienced and is continuing to experience an increase in bad debt expense associated with the COVID-19 pandemic, the Summer Disconnection Moratorium and the related write-offs of customer delinquent accounts. APS currently estimates that the Summer Disconnection Moratorium, the suspension of disconnections during the COVID-19 pandemic and the increased bad debt expense associated with this will result in a negative impact to its 2021 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. These estimated impact amounts for 2021 depend on certain current assumptions, including, but not limited to, customer behaviors, population and employment growth, and the impacts of COVID-19 on the economy. 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
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programs, directly to customers through a bill credit in June 2020 (see Note 4). APS has refunded approximately $43 million to customers. The additional $7 million over the approved amount of $36 million 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. 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. In February 2021, APS delayed the annual reset of the PSA. Rather than the increase being effective February 2021, the PSA reset will be implemented with 50% of the increase effective April 2021 and the remaining 50% increase effective November 2021. See Note 4.

In 2020, APS spent more than $15 million to assist customers and local non-profits and community organizations to help with the impact of the COVID-19 pandemic, with $12.4 million of these dollars directly committed to bill assistance programs (the “COVID Customer Support Fund”). The COVID Customer Support Fund was comprised of a series of voluntary commitments of funds that are not recoverable through rates throughout 2020 of approximately $8.8 million. An additional $3.6 million in bill credits for limited income customers was ordered by the ACC in December 2020 of which 50%, up to a maximum of $2.5 million, was committed to be funds that are not recoverable through rates with the remaining being deferred for potential future recovery in rates. Included in the COVID Customer Support Fund were programs that assisted customers that had a delinquency of two or more months with a one-time credit of $100, an expanded credit of $300 for limited income customers, programs to assist extra small and small non-residential customers with a one-time credit of $1,000, and other targeted programs allocated to assist with other COVID-19 needs in support of utility bill assistance. The December 2020 ACC order further assisted delinquent limited income customers with an additional bill credit of up to $250 or their delinquent balance, whichever was less. APS has distributed all funds for all COVID Customer Support Fund programs combined. Beyond the COVID Customer Support Fund, APS has also provided $2.7 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 COVID‑19 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 1 of this report.

Strategic Overview

Our strategy is to deliver shareholder value by creating a sustainable energy future for Arizona by serving our customers with clean, reliable and affordable energy.

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 all 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.

2031 Goal: End APS’s Use of Coal-Fired Generation. Our 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 33% since 2005. In addition, APS has committed to end the use of coal at its remaining Cholla units by 2025.

APS understands that the transition away from coal-fired power plants toward a clean energy future will pose unique economic challenges for the communities around these plants. We worked collaboratively with stakeholders and leaders of the Navajo Nation to consider the impacts of ceasing operation of APS coal-fired power plants on the communities surrounding those facilities to propose a comprehensive Coal Community Transition (“CCT”) plan. The proposed framework provides substantial financial and economic development support to build new economic opportunities and addresses a transition strategy for plant employees. We are committed to continuing our long-running partnership with the Navajo Nation in other areas as well, including expanding electrification and developing tribal renewable projects. Our proposed CCT plan supports the Navajo Nation, where the Four Corners Power Plant is located, the communities surrounding the Cholla Power Plant and the Hopi Tribe, which is impacted by closure of the Navajo Plant. The CCT plan is currently pending ACC approval. See Note 4 for a discussion of the CCT plan.

In March 2021, APS announced that it had agreed on the terms of an agreement among the owners of Four Corners to operate Four Corners seasonally beginning in Fall 2023, subject to the necessary approvals. Under seasonal operation, APS is planning that one of Four Corners’ two remaining units will operate only throughout the summer season of June through October when customers’ energy needs are the highest across the region. APS believes that operating Four Corners seasonally will bring environmental benefits and ensure continued service reliability for its customers, especially during Arizona’s hot summer months, as APS transitions to ceasing to use coal-fired generation by 2031. By moving to seasonal operations, Four Corners will become a more flexible resource that supports increasing amounts of clean energy, helping to compensate for the intermittent output of renewable resources. This change also helps ensure reliability of a critical energy source while reducing operations and maintenance costs. APS estimates that the shift to seasonal operations will reduce annual carbon emissions at Four Corners by an estimated 20-25%, as compared to current conditions.

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 March 31, 2021. 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
(MW)		Net Capacity Planned / Under
Development (MW)		
Total APS Owned: Solar	246 			— 			
Purchased Power Agreements:	 		 		
Solar	310 			160 			
Wind (a)	289 			110 			
Geothermal	10 			— 			
Biomass	14 			— 			
Biogas	3 			— 			
Total Purchased Power Agreements	626 			270 			
Total Distributed Energy: Solar (b) 	1,122 			45 		(c)	
Total Renewable Portfolio	1,994 			315 			

(a)         Includes 90 MW wind power purchase agreement that is currently in operation that will be decommissioned in 2021 and rebuilt in the same year, together with an additional 110 MW, for a total of 200 MW, as a result of a power purchase agreement executed in September 2020.
(b)         Includes rooftop solar facilities owned by third parties. Distributed generation is produced in Direct Current and is converted to Alternating Current for reporting purposes.
(c)    Applications received by APS that are not yet installed and online.

In September 2019, APS issued a RFP that requested up to 250 MW of wind resources to be in service as soon as possible, but no later than 2022. As a result of this RFP, APS executed a 200 MW power purchase agreement for a wind resource that is expected to be in service in the fourth quarter of 2021. Also in September 2019, APS issued a RFP that sought competitive proposals for up to 150 MW of APS-owned solar resources, designed with the flexibility to add energy storage as a future option. Negotiations pursuant to this RFP were terminated in March 2021. In December 2020, APS issued two additional RFPs: one to acquire both renewable energy and additional peaking capacity resources, and the other to install more battery energy storage at two existing APS solar plants. In April 2021, the RFPs that were issued in December 2020 were expanded to seek development of a solar generating resource to be sited on APS land and owned by APS.

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 currently 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 is a critical asset to the Southwest, generating more than 32 million megawatt-hours annually – enough power for more than 4 million people. Its 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.

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Affordable

We believe it is APS’s responsibility to deliver electric services to customers in the most cost-effective manner. Since January 2018 through April 2021, the average residential bill decreased by 6.2%, or $9.28 due to net reductions in cost recovery adjustor mechanisms.

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, in 2020, APS met its goal of $20 million in cost savings. In 2021, APS continues to drive this initiative to identify opportunities to streamline its business processes and deliver sustainable cost savings.

Participation in the EIM continues to be an effective tool for creating savings for APS’s customers from the real-time, voluntary market. APS continues to expect that its participation in EIM will lower its fuel and purchased-power costs, improve visibility and situational awareness for system operations in the Western Interconnection power grid, and improve integration of APS’s renewable resources. APS continues to evaluate opportunities that benefit our customers and is in discussions with the EIM operator, California Independent System Operator, Inc. (“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. Notwithstanding the challenges presented by the COVID-19 pandemic as well as the hottest summer on record, APS continued to provide reliable service to its customers in 2020, setting a new all-time high peak energy demand of 7,660 MW, exceeding the prior peak set in 2017 by nearly 300 MW and achieved strong reliability results.

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.

In February 2021, Texas experienced extreme cold weather. Wellheads and gas production infrastructure froze, sharply reducing gas supply at the same time as demand for gas was at a record high due to the frigid weather. As a result, natural gas prices and market electricity prices spiked to historic highs, with gas prices exceeding 100 times the prices seen the preceding weeks. In addition, APS experienced
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interruptions or curtailments with six of our natural gas suppliers due to the weather event in Texas. These interruptions and curtailments did not impact APS’s ability to deliver power to its customers. APS does not believe that the Texas event materially impacted its financial position, results of operations, or cash flows.

In April 2021, the CAISO sought FERC authorization for certain tariff changes intended to try to address risks associated with high heat weather events. Although APS is generally supportive of some of these changes, others would change the load, export, and wheeling priorities in a way that would unfairly benefit California entities at the expense of non-California entities. As such, APS intends to formally oppose these changes in front of FERC. APS cannot predict the outcome of these proceedings. Nor can PNW or APS predict whether energy shortages, market priorities, and/or price spikes due to extreme weather conditions will have an impact on its financial position, results of operations or cash flows.

APS’s key elements to delivering reliable power include resource planning, sufficient reserve margins, customer partnerships to manage peak demand, fire mitigation, and operational preparedness. Seasonal readiness procedures at APS also include walkdowns to ensure good material conditions and critical control system surveys. APS also plans for the unexpected by conducting emergency operations drills and coordinating on fire and emergency management with federal, state, and local agencies.
Customer-Focused

Customers are at the core of what APS does every day and its focus remains on its customers and the communities it serves. It is APS’s goal to achieve an industry-leading best-in-class customer experience.

In 2020, APS adopted a number of changes to improve customer experience. It transitioned to a 24/7 care center operation to better serve its customers around the clock. APS improved its call center performance, answering nearly 75% of its more than 1.5 million telephone calls in 30 seconds or less. APS has also made many improvements to its digital experience through its aps.com site, and its overall digital experience continues to improve for its customers. APS has also implemented a project to redesign and improve its customer bills, completing the customer research portion of this project in the first quarter of 2021.

APS also convened a customer advisory board and stakeholder committee in 2020 to serve as a vehicle for gathering valuable qualitative insights, directly from customers and stakeholders, that intends to keep APS apprised of customer needs, wants, and perspectives. Additionally, the customer advisory board is leveraged to identify and diagnose potential customer pain points and to help shape and co-create customer solutions. The customer advisory board completed two engagements in the first quarter of 2021, addressing rate plan simplification and bill redesign.

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 customer support during COVID-19.

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Developing Clean Energy 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 the agreement was scheduled to begin in 2021; however, APS terminated the agreement, effective February 16, 2021, because project development could not be sufficiently advanced to support the expected in-service date. 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 its 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. These battery storage facilities are expected to be in service by June 2022. Additionally, in February 2019, APS signed two 20-year PPAs for energy storage totaling 150 MW. 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 now completed its investigation of the McMicken battery incident and is working with all counterparties to ensure that the learnings from the investigation, and the corresponding safety requirements, are incorporated into all battery storage projects going forward, including the projects associated with the two above-referenced PPAs. These PPAs were also subject to ACC approval in order to allow for cost recovery through the PSA. APS received the requested ACC approval on January 12, 2021, and service under both agreements is expected to begin in 2022.

We currently plan to install at least 850 MW of energy storage by 2025, including the energy storage projects under PPAs and AZ Sun retrofits described above. The remaining energy storage is expected to be made up of resources solicited through current and future RFPs. Currently, APS has two RFPs in the market that seek energy storage resources: (i) a battery storage RFP for projects to be located at the remaining two AZ Sun sites that were not included in the 2018 RFP referenced in the preceding paragraph; and (ii) an ‘all source’ RFP that solicits both standalone energy storage and renewable energy plus energy storage resources. Such resources are expected to be in service during 2023 and 2024.

Electric Vehicles

APS is making electric vehicle charging more accessible for its customers and helping Arizona businesses, schools and governments electrify their fleets. In 2020, APS expanded its Take Charge AZ Pilot Program and installed 84 dual-plug Level 2 charging stations at business customer locations with more stations expected to be added through 2021. The program provides charging equipment, installation, and maintenance to business customers, government agencies, and multifamily housing communities. In addition to the Level 2 charging stations, APS will begin construction of direct current fast charging stations that will be owned and operated by APS at five locations in Arizona. This project is projected to be completed by the end of 2021 with each location including 2-150 kilowatt and 2-350 kilowatt DC fast charging stations. These stations will be accessible through the Electrify America charging network.

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
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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 was submitted in April 2021 to the ACC for review and approval.

Hydrogen Production

Palo Verde, in partnership with Idaho National Laboratory (“INL”) and Energy Harbor Corporation and Xcel Energy Incorporated, 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 multi-phase project is planned for 2020 through 2023. In the first phase, INL performed a technical and economic assessment of using electricity generated at Palo Verde to produce hydrogen.

Based on the experience from Palo Verde’s utility partners’ demonstration projects and from the Palo Verde-specific technical and economic assessment performed by INL, PNW Hydrogen LLC, a subsidiary of Pinnacle West, recently submitted a request for funding to the DOE’s Office of Nuclear Energy to support moving forward with a hydrogen production pilot.

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 increase in annual 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 annual 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 were:

•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:

 	 	Capital Structure	 	Cost of Capital	 	
Long-term debt	 	45.3 		%	4.1	%	
Common stock equity	 	54.7 		%	10.15 		%	
Weighted-average cost of capital	 	 	 	7.41 		%	
 
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•a 1% return on the increment of fair value rate base above APS’s original cost rate base, as provided for by Arizona law;
•a Base Fuel Rate of $0.030168 per kWh;
•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).

On October 2, 2020, the ACC Staff, the Residential Utility Consumer Office (“RUCO”) and other intervenors filed their initial written testimony with the ACC in this rate case. The ACC Staff recommends, among other things, a (i) $89.7 million revenue increase, (ii) average annual customer bill increase of 2.7%, (iii) return on equity of 9.4%, (iv) a 0.3% or, as an alternative, a 0% return on the increment of fair value rate base greater than original cost, (v) recovery of the deferral and rate base effects of the construction and operating costs of the Four Corners SCR project and (vi) recovery of the rate base effects of the construction and ongoing consideration of the deferral of the Ocotillo modernization project. RUCO recommends, among other things, a (i) $20.8 million revenue decrease, (ii) average annual customer bill decrease of 0.63%, (iii) return on equity of 8.74%, (iv) a 0% return on the increment of fair value rate base, (v) nonrecovery of the deferral and rate base effects of the construction and operating costs of the Four Corners SCR project pending further consideration, and (vi) recovery of the deferral and rate base effects of the construction and operating costs of the Ocotillo modernization project.

The filed ACC Staff and intervenor testimony include additional recommendations, some of which materially differ from APS’s filed application. On November 6, 2020, APS filed its rebuttal testimony and the principal provisions which differ from its initial application include, among other things, a (i) $169 million revenue increase, (ii) average annual customer bill increase of 5.14%, (iii) return on equity of 10%, (iv) return on the increment of fair value rate base of 0.8%, (v) new cost recovery adjustor mechanism, the Advanced Energy Mechanism (“AEM”), to enable more timely recovery of clean investments as APS pursues its clean energy commitment, (vi) recognition that securitization is a potentially useful financing tool to recover the remaining book value of retiring assets and effectuate a transition to a cleaner energy future that APS intends to pursue, provided legislative hurdles are addressed, and (vii) the CCT plan related to the closure or future closure of coal-fired generation facilities of which $25 million would be funds that are not recoverable through rates with a proposal that the remainder be funded by customers over 10 years.

The CCT plan includes the following proposed components: (i) $100 million that will be paid over 10 years to the Navajo Nation for a sustainable transition to a post-coal economy, which would be funded by customers, (ii) $1.25 million that will be paid over five years to the Navajo Nation to fund an economic development organization, which would be funds not recoverable through rates, (iii) $10 million to facilitate electrification projects within the Navajo Nation, which would be funded equally by funds not recoverable through rates and by customers, (iv) $2.5 million per year in transmission revenue sharing to be paid to the Navajo Nation beginning after the closure of the Four Corners Power Plant through 2038, which would be funds not recoverable through rates, (v) $12 million that will be paid over five years to the Navajo County Communities surrounding Cholla Power Plant, which would primarily be funded by customers, and (vi) $3.7
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million that will be paid over five years to the Hopi Tribe related to APS’s ownership interests in the Navajo Generating Station, which would primarily be funded by customers.

On December 4, 2020, the ACC Staff and intervenors filed surrebuttal testimony. The ACC Staff reduced its recommended rate increase to $59.8 million, or an average annual customer bill increase of 1.82%. In RUCO’s surrebuttal, the recommended revenue decrease changed to $50.1 million, or an average annual customer bill decrease of 1.52%.

The hearing concluded on March 3, 2021 and the post-hearing briefing schedule concluded on April 30, 2021. In May 2021, the ACC will be discussing whether to re-open the evidentiary record in APS’s pending rate case to take additional evidence on topics raised by certain ACC Commissioners, including adjustor cost recovery mechanisms. APS believes that the rate case record is sufficient, and adjustors provide substantial benefits to customers by supporting critical programs and reflecting changes in utility costs that can be promptly passed along to customers. Pending this decision, the next steps in this rate case are that the Administrative Law Judge will issue a Recommended Order and Opinion and then the ACC will review and consider the matter, which is anticipated to be in the third quarter of 2021. Unfavorable ACC Staff and intervenor positions and recommendations, including modifications or elimination of APS's adjustor cost recovery mechanisms could have a material impact on APS’s financial statements if ultimately adopted by the ACC. APS cannot predict the outcome or timing of this proceeding.

See Note 4 for information regarding additional regulatory matters.

Arizona Attorney General Matter

APS received civil investigative demands from the Office of the Arizona Attorney General, Civil Litigation Division, Consumer Protection & Advocacy Section (“Attorney General”) seeking information pertaining to the rate plan comparison tool offered to APS customers and other related issues including implementation of rates from the 2017 Settlement Agreement and its Customer Education and Outreach Plan associated with the 2017 Settlement Agreement. APS fully cooperated with the Attorney General’s Office in this matter. On February 22, 2021 APS entered into a consent agreement with the Attorney General as a way to settle the matter. The settlement results in APS paying $24.75 million, $24 million of which is being returned to customers as restitution. While this matter has been resolved with the Attorney General, APS cannot predict whether additional inquiries or actions may be taken by the ACC.

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.
 
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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 electric transmission opportunities within the 11 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 Energy, Inc. and Tenaska Energy Holdings, LLC, 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 achieved commercial operation in December 2020. Both wind 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 2018 through 2020, 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 2.1% for the three-month period ended March 31, 2021 compared with the prior-year period. For the three years 2018 through 2020, APS’s customer growth averaged 2.0% per year. We currently project annual customer growth to be 1.5% to 2.5% for 2021 and for 2021 through 2023 based on our assessment of steady population growth in Arizona.

Retail electricity sales in kWh, adjusted to exclude the effects of weather variations, increased 0.5% for the three-month period ended March 31, 2021 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 drivers of positive sales for this period were continued strong residential sales due to work-from-home policies, a gradual improvement in sales to commercial and industrial
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customers, and the ramp-up of new data center customers. 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. APS expects sales trends to normalize somewhat into 2021 as business activity continues to recover and more people return to work.

For the three years 2018 through 2020, 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 increase in the range of 0.5% to 1.5% for 2021 and increase on average in the range of 1.0% to 2.0% during 2021 through 2023, including the effects of customer conservation, energy efficiency and distributed renewable generation initiatives, but excluding the effects of weather variations and excluding the impacts of several new, large manufacturing facilities opening operations in Metro Phoenix. The impact of the new, large manufacturing facilities is likely to increase the expected annual sales growth rate as early as 2022, but demand from these customers remains uncertain at this point. This projected sales growth range also includes our estimated contributions of several large data centers, but not all, and we will continue to estimate contributions and evaluate sales guidance as these customers develop more usage history. These estimates could be further impacted by slower than expected growth of the Arizona economy, slower than expected ramp-up of the new data centers, or acceleration of the expected effects of customer conservation, energy efficiency, distributed renewable generation initiatives.

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, ramp-up of data centers, 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.

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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 10.8% of the assessed value for 2020, 10.9% for 2019 and 11.0% for 2018. 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 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 14 for details of the impacts on the Company as of March 31, 2021. 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 March 31, 2021 compared with three-month period ended March 31, 2020.

Our consolidated net income attributable to common shareholders for the three months ended March 31, 2021 was $36 million, compared with consolidated net income attributable to common shareholders of $30 million for the prior-year period.  The results reflect an increase of approximately $6 million for the regulated electricity segment primarily due to higher revenue driven by lower refunds in the current year related to the Tax Act, the effects of weather and higher transmission revenue, higher pension and other postretirement non-service credits, partially offset by higher income taxes, including lower amortization of excess deferred taxes and higher operations and maintenance expense.  

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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
March 31,		 	
 	2021		2020		Net Change	
 	(dollars in millions)	
Regulated Electricity Segment:	 		 		 	
Operating revenues less fuel and purchased power expenses	$	497 			$	472 			$	25 		
Operations and maintenance	(229)			(221)			(8)		
Depreciation and amortization	(158)			(154)			(4)		
Taxes other than income taxes	(59)			(57)			(2)		
Pension and other postretirement non-service credits - net	28 			14 			14 		
All other income and expenses, net	15 			16 			(1)		
Interest charges, net of allowance for borrowed funds used during construction	(57)			(55)			(2)		
Income taxes	4 			20 			(16)		
Less income related to noncontrolling interests (Note 6)	(5)			(5)			— 		
Regulated electricity segment income	36 			30 			6 		
All other	— 			— 			— 		
Net Income Attributable to Common Shareholders	$	36 			$	30 			$	6 		

Operating revenues less fuel and purchased power expenses.  Regulated electricity segment operating revenues less fuel and purchased power expenses were $25 million higher for the three months ended March 31, 2021 compared with the prior-year period.  The following table summarizes the major components of this change:

 	Increase (Decrease)	
 	Operating
revenues		Fuel and
purchased
power expenses		Net change	
	(dollars in millions)	

	
Lower refunds in the current year related to the Tax Act (Note 4)	$	19 			$	— 			$	19 		
Effects of weather	5 			1 			4 		
	
Higher transmission revenues (Note 4)	4 			— 			4 		
	
Changes in net fuel and purchased power costs, including off-system sales margins and related deferrals	6 			7 			(1)		
Miscellaneous items, net	— 			1 			(1)		
Total	$	34 			$	9 			$	25 		

Operations and maintenance.  Operations and maintenance expenses increased $8 million for the three months ended March 31, 2021 compared with the prior-year period primarily because of:

•An increase of $7 million in fossil generation costs primarily due to higher planned outages and higher operating costs;

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•An increase of $6 million related to employee benefits;

•A decrease of $4 million in nuclear generation costs; and

•A decrease of $1 million for other miscellaneous factors.

Depreciation and amortization. Depreciation and amortization expenses were $4 million higher for the three months ended March 31, 2021 compared to the prior-year period primarily due to increased plant in service of $5 million, partially offset by the regulatory deferrals for the Ocotillo modernization project and the Four Corners SCR project of $1 million.

Pension and other postretirement non-service credits, net. Pension and other postretirement non-service credits, net were $14 million higher for the three months ended March 31, 2021 compared to the prior-year period primarily due to actual market returns exceeding estimated returns in 2020.

Income taxes.  Income taxes were $16 million higher for the three months ended March 31, 2021 compared with the prior-year period primarily due to lower amortization of excess deferred taxes and higher pre-tax income, partially offset by a net operating loss carryback benefit that the Company recognized during the first quarter of 2021.

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 March 31, 2021, APS’s common equity ratio, as defined, was 51%.  Its total shareholder equity was approximately $6.3 billion, and total capitalization was approximately $12.2 billion.  Under this order, APS would be prohibited from paying dividends if such payment would reduce its total shareholder equity below approximately $4.9 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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Summary of Cash Flows
 
Our consolidated change in cash and cash equivalents for the period ended March 31, 2021 compared to December 31, 2020 was a decrease of $43 million. The change is primarily driven by an increase in cash used for capital expenditures, which is partially offset by cash retained as a result of lower operations and maintenance cost, higher receipts of electric revenues and lower long-term debt repayments. The following tables present net cash provided by (used for) operating, investing and financing activities (dollars in millions):
 
Pinnacle West Consolidated

 	Three Months Ended
March 31,		Net	
 	2021		2020		Change	
Net cash flow provided by operating activities	$	202 			$	184 			$	18 		
Net cash flow used for investing activities	(348)			(341)			(7)		
Net cash flow provided by financing activities	103 			210 			(107)		
Net change in cash and cash equivalents	$	(43)			$	53 			$	(96)		

Arizona Public Service Company

 	Three Months Ended
March 31,		Net	
 	2021		2020		Change	
Net cash flow provided by operating activities	$	203 			$	194 			$	9 		
Net cash flow used for investing activities	(352)			(343)			(9)		
Net cash flow provided by financing activities	106 			192 			(86)		
Net change in cash and cash equivalents	$	(43)			$	43 			$	(86)		
 
Operating Cash Flows
 
Three-month period ended March 31, 2021 compared with three-month period ended March 31, 2020.  Pinnacle West’s consolidated net cash provided by operating activities was $202 million in 2021, compared to $184 million in 2020, an increase of $18 million in net cash provided by operating activities primarily due to $41 million lower payments for operations and maintenance cost, $32 million higher cash receipts from electric revenues, partially offset by $52 million higher fuel and purchased power costs and other changes in working capital.

Retirement plans and other postretirement benefits. Pinnacle West sponsors a qualified defined benefit pension plan and a non-qualified supplemental excess benefit retirement plan for the employees of Pinnacle West and our subsidiaries.  The requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”) require us to contribute a minimum amount to the qualified plan.  We contribute at least the minimum amount required under ERISA regulations, but no more than the maximum tax-deductible amount.  The minimum required funding takes into consideration the value of plan assets and our pension benefit obligations.  Under ERISA, the qualified pension plan was 124% funded as of January 1, 2021 and 117% as of January 1, 2020.  Under GAAP, the qualified pension plan was 104% funded as of January 1, 2021 and 97% funded as of January 1, 2020. See Note 5 for additional details. The assets in the plan are comprised of fixed-income, equity, real estate, and short-term investments.  Future year contribution amounts are dependent on plan asset performance and plan actuarial assumptions.  We have not made voluntary contributions to our pension plan in 2021. The minimum required contributions for the pension plan are zero for the next three years. We expect to make voluntary contributions up to $100 million in 2021 and zero in 2022 and 2023. We
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do not expect to make any contributions over this period to our other postretirement benefit plans. We continue to monitor COVID-19 and its impact on our retirement plans and other postretirement benefits but we believe, due to our liability driven investment strategy, which helps to minimize the impact of market volatility on our plan’s funded status, our pension plan’s funded status, as measured for GAAP purposes, is still above 95% funded as of March 31, 2021.

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 deferred the cash payment of the employer’s portion of Social Security payroll taxes for the period July 1, 2020 through December 31, 2020 that was approximately $18 million. We will pay half of this cash deferral by December 31, 2021 and the remainder by December 31, 2022.

Investing Cash Flows
 
Three-month period ended March 31, 2021 compared with three-month period ended March 31, 2020.  Pinnacle West’s consolidated net cash used for investing activities was $348 million in 2021, compared to $341 million in 2020, an increase of $7 million primarily related to increased capital expenditures.
 
Capital Expenditures.  The following table summarizes the estimated capital expenditures for the next three years:

Capital Expenditures
(dollars in millions) 

	Estimated for the Year Ended
December 31,	
 	2021		2022		2023	
APS	 		 		 	
Generation:	 		 		 	
Clean:						
Nuclear Generation	$	114 			$	116 			$	125 		
Renewables and Energy Storage Systems (“ESS”) (a)	200 			276 			281 		
	
Other Generation (b)	203 			190 			187 		
Distribution	577 			556 			549 		
Transmission	185 			181 			179 		
Other (c)	221 			181 			179 		
Total APS	$	1,500 			$	1,500 			$	1,500 		

(a)APS Solar Communities program, energy storage, renewable projects, and other clean energy projects
(b)Includes generation environmental projects
(c)Primarily information systems and facilities projects

Generation capital expenditures are comprised of various additions and improvements to APS’s clean resources, including nuclear plants, renewables and ESS. Generation capital expenditures also include improvements to existing fossil plants. Examples of the types of projects included in the forecast of generation capital expenditures are additions of renewable and energy storage, and upgrades and capital replacements of various nuclear and fossil power plant equipment, such as turbines, boilers and environmental equipment.  We
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are monitoring the status of environmental matters, which, depending on their final outcome, could require modification to our planned environmental expenditures.

Distribution and transmission capital expenditures are comprised of infrastructure additions and upgrades, capital replacements, and new customer construction.  Examples of the types of projects included in the forecast include power lines, substations, and line extensions to new residential and commercial developments.

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.

Financing Cash Flows and Liquidity
 
Three-month period ended March 31, 2021 compared with three-month period ended March 31, 2020.  Pinnacle West’s consolidated net cash provided by financing activities was $103 million in 2021, compared to $210 million in 2020, a decrease of $107 million in net cash provided.  The decrease in net cash provided by financing activities includes a net decrease in short-term borrowing of $403 million, partially offset by $150 million in higher issuances of long-term debt and lower long-term debt repayments of $150 million.

APS’s consolidated net cash provided by financing activities was $106 million in 2021, compared to $192 million in 2020, a decrease of $86 million in net cash provided.  The decrease in net cash provided by financing activities includes a net decrease in short-term borrowing of $231 million, partially offset by lower long-term debt repayments of $150 million.

Significant Financing Activities.  On April 21, 2021, the Pinnacle West Board of Directors declared a dividend of $0.83 per share of common stock, payable on June 1, 2021 to shareholders of record on May 3, 2021.

Available Credit Facilities.  Pinnacle West and APS maintain committed revolving credit facilities in order to enhance liquidity and provide credit support for their commercial paper programs, to finance indebtedness, and other general corporate purposes.

On May 5, 2020, Pinnacle West refinanced its 364-day $50 million term loan agreement with a new 364-day $31 million term loan agreement that would have matured May 4, 2021. Borrowings under the agreement bore interest at Eurodollar Rate plus 1.40% per annum. At March 31, 2021, Pinnacle West had $15 million in outstanding borrowings under the current agreement, all of which was repaid on April 27, 2021.

On December 23, 2020, Pinnacle West entered into a $150 million term loan facility that matures June 2022. The proceeds were received on January 4, 2021 and used for general corporate purposes. We recognized the term loan facility as long-term debt upon settlement on January 4, 2021.

At March 31, 2021, Pinnacle West had a $200 million revolving credit facility that matures in July 2023. Pinnacle West has the option to increase the amount of the facility up to a maximum of $300 million upon the satisfaction of certain conditions and with the consent of the lenders. Interest rates are based on Pinnacle West’s senior unsecured debt credit ratings. The facility is available to support Pinnacle West’s $200 million commercial paper program, for bank borrowings or for issuances of letters of credits. At March 31, 2021, Pinnacle West had no outstanding borrowings under its credit facility, no letters of credit outstanding and $0.3 million of outstanding commercial paper borrowings.

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At March 31, 2021, APS had two revolving credit facilities totaling $1 billion, including a $500 million credit facility that matures in June 2022 and a $500 million facility that matures in July 2023.  APS may increase the amount of each facility up to a maximum of $700 million, for a total of $1.4 billion, upon the satisfaction of certain conditions and with the consent of the lenders.  Interest rates are based on APS’s senior unsecured debt credit ratings. These facilities are available to support APS’s $750 million commercial paper program, for bank borrowings or for issuances of letters of credit.  At March 31, 2021, APS had no outstanding borrowings under its revolving credit facilities, no letters of credit outstanding, and $199.5 million of outstanding commercial paper borrowings.

See “Financial Assurances” in Note 8 for a discussion of separate outstanding letters of credit and surety bonds.
 
Other Financing Matters. See Note 7 for information related to the change in our margin and collateral accounts.

Debt Provisions

Pinnacle West’s and APS’s debt covenants related to their respective bank financing arrangements include maximum debt to capitalization ratios.  Pinnacle West and APS comply with these covenants.  For both Pinnacle West and APS, these covenants require that the ratio of consolidated debt to total consolidated capitalization not exceed 65%.  At March 31, 2021, the ratio was approximately 54% for Pinnacle West and 49% for APS.  Failure to comply with such covenant levels would result in an event of default which, generally speaking, would require the immediate repayment of the debt subject to the covenants and could “cross-default” other debt.  See further discussion of “cross-default” provisions below.

Neither Pinnacle West’s nor APS’s financing agreements contain “rating triggers” that would result in an acceleration of the required interest and principal payments in the event of a rating downgrade.  However, our bank credit agreements contain a pricing grid in which the interest rates we pay for borrowings thereunder are determined by our current credit ratings.
 
All of Pinnacle West’s loan agreements contain “cross-default” provisions that would result in defaults and the potential acceleration of payment under these loan agreements if Pinnacle West or APS were to default under certain other material agreements.  All of APS’s bank agreements contain “cross-default” provisions that would result in defaults and the potential acceleration of payment under these bank agreements if APS were to default under certain other material agreements.  Pinnacle West and APS do not have a material adverse change restriction for credit facility borrowings.

On December 17, 2020, the ACC issued a financing order that, subject to specified parameters and procedures, increased APS’s long-term debt limit from $5.9 billion to $7.5 billion, and authorized APS’s short-term debt authorization equal to the sum of (i) 7% of APS’s capitalization, and (ii) $500 million (which is required to be used for costs relating to purchases of natural gas and power).
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Credit Ratings

The ratings of securities of Pinnacle West and APS as of April 28, 2021 are shown below.  We are disclosing these credit ratings to enhance understanding of our cost of short-term and long-term capital and our ability to access the markets for liquidity and long-term debt.  The ratings reflect the respective views of the rating agencies, from which an explanation of the significance of their ratings may be obtained.  There is no assurance that these ratings will continue for any given period of time.  The ratings may be revised or withdrawn entirely by the rating agencies if, in their respective judgments, circumstances so warrant.  Any downward revision or withdrawal may adversely affect the market price of Pinnacle West’s or APS’s securities and/or result in an increase in the cost of, or limit access to, capital.  Such revisions may also result in substantial additional cash or other collateral requirements related to certain derivative instruments, insurance policies, natural gas transportation, fuel supply, and other energy-related contracts.  At this time, we believe we have sufficient available liquidity resources to respond to a downward revision to our credit ratings.

 	Moody’s	 	Standard & Poor’s	 	Fitch	
Pinnacle West	 	 	 	 	 	
Corporate credit rating	A3	 	A-	 	A-	
Senior unsecured	A3	 	BBB+	 	A-	
Commercial paper	P-2	 	A-2	 	F2	
Outlook	Negative	 	Stable	 	Negative	
 	 	 	 	 	 	
APS	 	 	 	 	 	
Corporate credit rating	A2	 	A-	 	A-	
Senior unsecured	A2	 	A-	 	A	
Commercial paper	P-1	 	A-2	 	F2	
Outlook	Negative	 	Stable	 	Negative	
 
Off-Balance Sheet Arrangements

See Note 6 for a discussion of the impacts on our financial statements of consolidating certain VIEs.
 
Contractual Obligations

As of March 31, 2021, our fuel and purchased power commitments have increased from the information provided in our 2020 Form 10-K. The increase is primarily due to new purchased power and energy storage commitments of approximately $550 million. The majority of the changes relate to 2026 and thereafter.

Other than the item described above, there have been no material changes, as of March 31, 2021, outside the normal course of business in contractual obligations from the information provided in our 2020 Form 10-K. See Note 3 for discussion regarding changes in our short-term and long-term debt obligations.

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CRITICAL ACCOUNTING POLICIES
 
In preparing the financial statements in accordance with GAAP, management must often make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period.  Some of those judgments can be subjective and complex, and actual results could differ from those estimates.  There have been no changes to our critical accounting policies since our 2020 Form 10-K.  See “Critical Accounting Policies” in Item 7 of the 2020 Form 10-K for further details about our critical accounting policies.

MARKET AND CREDIT RISKS

Market Risks

Our operations include managing market risks related to changes in interest rates, commodity prices, investments held by our Nuclear Decommissioning Trusts, other special use funds and benefit plan assets.

Interest Rate and Equity Risk

We have exposure to changing interest rates.  Changing interest rates will affect interest paid on variable-rate debt and the market value of fixed income securities held by our Nuclear Decommissioning Trusts, other special use funds (see Note 11 and Note 12), and benefit plan assets.  The Nuclear Decommissioning Trusts, other special use funds and benefit plan assets also have risks associated with the changing market value of their equity and other non-fixed income investments.  Nuclear decommissioning and benefit plan costs are recovered in regulated electricity prices.

Commodity Price Risk

We are exposed to the impact of market fluctuations in the commodity price and transportation costs of electricity and natural gas.  Our risk management committee, consisting of officers and key management personnel, oversees company-wide energy risk management activities to ensure compliance with our stated energy risk management policies.  We manage risks associated with these market fluctuations by utilizing various commodity instruments that may qualify as derivatives, including futures, forwards, options and swaps.  As part of our risk management program, we use such instruments to hedge purchases and sales of electricity and natural gas.  The changes in market value of such contracts have a high correlation to price changes in the hedged commodities.

The following table shows the net pretax changes in mark-to-market of our derivative positions (dollars in millions):

 	Three Months Ended
March 31,	
 	2021		2020	
Mark-to-market of net positions at beginning of period	$	(13)			$	(71)		
Decrease (Increase) in regulatory asset	30 			(14)		
Recognized in OCI:				
Mark-to-market losses realized during the period	— 			— 		
Change in valuation techniques	— 			— 		
Mark-to-market of net positions at end of period	$	17 			$	(85)		

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The table below shows the fair value of maturities of our derivative contracts (dollars in millions) at March 31, 2021 by maturities and by the type of valuation that is performed to calculate the fair values, classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  See Note 1, “Derivative Accounting” and “Fair Value Measurements” in Item 8 of our 2020 Form 10-K and Note 11 for more discussion of our valuation methods.

Source of Fair Value		2021		2022		2023		2024		2025		Total 
Fair 
Value	
Observable prices provided by other external sources		$	3 			$	1 			$	(1)			$	— 			$	— 			$	3 		
Prices based on unobservable inputs		14 			— 			— 			— 			— 			14 		
Total by maturity		$	17 			$	1 			$	(1)			$	— 			$	— 			$	17 		

The table below shows the impact that hypothetical price movements of 10% would have on the market value of our risk management assets and liabilities included on Pinnacle West’s Condensed Consolidated Balance Sheets (dollars in millions):

	March 31, 2021		December 31, 2020	
 	Gain (Loss)		Gain (Loss)	
 	Price Up 10%		Price Down 10%		Price Up 10%		Price Down 10%	
Mark-to-market changes reported in:	 		 		 		 	
Regulatory asset (liability) (a)	 		 		 		 	
Electricity	$	6 			$	(6)			$	4 			$	(4)		
Natural gas	45 			(45)			49 			(49)		
Total	$	51 			$	(51)			$	53 			$	(53)		

(a)These contracts are economic hedges of our forecasted purchases of natural gas and electricity.  The impact of these hypothetical price movements would substantially offset the impact that these same price movements would have on the physical exposures being hedged.  To the extent the amounts are eligible for inclusion in the PSA, the amounts are recorded as either a regulatory asset or liability.

Credit Risk

We are exposed to losses in the event of non-performance or non-payment by counterparties.  See Note 7 for a discussion of our credit valuation adjustment policy.

Item 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
See “Key Financial Drivers” and “Market and Credit Risks” in Item 2 above for a discussion of quantitative and qualitative disclosures about market risks.
 
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Item 4.         CONTROLS AND PROCEDURES
 
(a)                                 Disclosure Controls and Procedures
 
The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (15 U.S.C. 78a et seq.), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
Pinnacle West’s management, with the participation of Pinnacle West’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of Pinnacle West’s disclosure controls and procedures as of March 31, 2021.  Based on that evaluation, Pinnacle West’s Chief Executive Officer and Chief Financial Officer have concluded that, as of that date, Pinnacle West’s disclosure controls and procedures were effective.
 
APS’s management, with the participation of APS’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of APS’s disclosure controls and procedures as of March 31, 2021.  Based on that evaluation, APS’s Chief Executive Officer and Chief Financial Officer have concluded that, as of that date, APS’s disclosure controls and procedures were effective.
 
(b)                                 Changes in Internal Control Over Financial Reporting
 
The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
 
No change in Pinnacle West’s or APS’s internal control over financial reporting occurred during the fiscal quarter ended March 31, 2021 that materially affected, or is reasonably likely to materially affect, Pinnacle West’s or APS’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1.        LEGAL PROCEEDINGS
 
See “Business of Arizona Public Service Company — Environmental Matters” in Item 1 of the 2020 Form 10-K with regard to pending or threatened litigation and other matters.
 
See Note 4 for ACC and FERC-related matters.
 
See Note 8 for information regarding environmental matters, Superfund-related matters and other disputes.

Item 1A.    RISK FACTORS
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A — Risk Factors in the 2020 Form 10-K, which could materially affect the business, financial condition, cash flows or future results of Pinnacle West and APS.  The risks described in the 2020 Form 10-K are not the only risks facing Pinnacle West and APS.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect the business, financial condition, cash flows and/or operating results of Pinnacle West and APS. 

Item 5.    OTHER INFORMATION

None.

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Item 6.         EXHIBITS

(a) Exhibits

Exhibit No.	 	Registrant(s)	 	Description	
					
10.1		Pinnacle West APS		Amendment No. 4, dated April 1, 2021, to Facility Lease, dated as of December 15, 1986, between U.S. Bank National Association, successor to State Street Bank and Trust Company, as successor to the First National Bank of Boston, as Lessor, and APS, as Lessee	
					
31.1	 	Pinnacle West	 	Certificate of Jeffrey B. Guldner, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended	
					
31.2	 	Pinnacle West	 	Certificate of Theodore N. Geisler, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended	
					
31.3	 	APS	 	Certificate of Jeffrey B. Guldner, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended	
					
31.4	 	APS	 	Certificate of Theodore N. Geisler, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended	
					
32.1*	 	Pinnacle West	 	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
					
32.2*	 	APS	 	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
					
101.INS	 	Pinnacle West
APS	 	XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.	
					
101.SCH	 	Pinnacle West
APS	 	XBRL Taxonomy Extension Schema Document	
					
101.CAL	 	Pinnacle West
APS	 	XBRL Taxonomy Extension Calculation Linkbase Document	
					
101.LAB	 	Pinnacle West
APS	 	XBRL Taxonomy Extension Label Linkbase Document	
					
101.PRE	 	Pinnacle West
APS	 	XBRL Taxonomy Extension Presentation Linkbase Document	
					
101.DEF	 	Pinnacle West
APS	 	XBRL Taxonomy Definition Linkbase Document	
					
104		Pinnacle West
APS		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	
________________________________
*Furnished herewith as an Exhibit.
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In addition, Pinnacle West and APS hereby incorporate the following Exhibits pursuant to Exchange Act Rule 12b-32 and Regulation §229.10(d) by reference to the filings set forth below:

																											
Exhibit No.	 	Registrant(s)	 	Description	 	Previously Filed as Exhibit(1)	 	Date Filed	
 	 	 	 	 	 	 	 	 	
3.1 		 	Pinnacle West	 	Pinnacle West Capital Corporation Bylaws, amended as of February 19, 2020	 	3.1 to Pinnacle West/APS February 25, 2020 Form 8-K Report, File Nos. 1-8962 and 1-4473	 	2/25/2020	
 	 	 	 	 	 	 	 	 	
3.2 		 	Pinnacle West	 	Articles of Incorporation, restated as of May 21, 2008	 	3.1 to Pinnacle West/APS June 30, 2008 Form 10-Q Report, File Nos. 1-8962 and 1-4473	 	8/7/2008	
 	 	 	 	 	 	 	 	 	
3.3 		 	APS	 	Articles of Incorporation, restated as of May 25, 1988	 	4.2 to APS’s Form S-3 Registration Nos. 33-33910 and 33-55248 by means of September 24, 1993 Form  8-K Report, File No. 1-4473	 	9/29/1993	
 	 	 	 	 	 		 	 	
3.4 		 	APS	 	Amendment to the Articles of Incorporation of Arizona Public Service Company, amended May 16, 2012	 	3.1 to Pinnacle West/APS May 22, 2012 Form 8-K Report, File Nos. 1-8962 and 1-4473	 	5/22/2012	
 	 	 	 	 	 	 	 	 	
3.5 		 	APS	 	Arizona Public Service Company Bylaws, amended as of December 16, 2008	 	3.4 to Pinnacle West/APS December 31, 2008 Form 10-K, File Nos. 1-8962 and 1-4473	 	2/20/2009	
_______________________________
(1)  Reports filed under File Nos. 1-4473 and 1-8962 were filed in the office of the Securities and Exchange Commission located in Washington, D.C.
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

															
			PINNACLE WEST CAPITAL CORPORATION	
			(Registrant)	

Dated:	May 5, 2021		By:	/s/ Theodore N. Geisler	
				Theodore N. Geisler	
				Senior Vice President and	
				Chief Financial Officer	
				(Principal Financial Officer and	
				Officer Duly Authorized to sign this Report)	

			ARIZONA PUBLIC SERVICE COMPANY	
			(Registrant)	

Dated:	May 5, 2021		By:	/s/ Theodore N. Geisler	
				Theodore N. Geisler	
				Senior Vice President and	
				Chief Financial Officer	
				(Principal Financial Officer and	
				Officer Duly Authorized to sign this Report)	

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When recorded return to:
_____________________________________________________________________________

Amendment No. 4

Dated as of April 1, 2021

FACILITY LEASE (Unit 2)
Dated as of December 15, 1986,
as heretofore amended,

between

U.S. BANK NATIONAL ASSOCIATION
(successor to State Street Bank and Trust Company, as successor to
The First National Bank of Boston), not in its individual capacity,
but solely as Owner Trustee under a Trust Agreement dated as of December 15, 1986, with ACCESS ENERGY INVESTORS III LLC (assignee of PV2-APS 150 Corporation, assignee of Chase Manhattan Realty Leasing Corporation),
Lessor

and

ARIZONA PUBLIC SERVICE COMPANY,
Lessee

A 3.3758701% UNDIVIDED INTEREST IN
PALO VERDE NUCLEAR GENERATING STATION UNIT 2
AND A 1.1252900% UNDIVIDED INTEREST IN
CERTAIN COMMON FACILITIES

_____________________________________________________________________________

Original Facility Lease recorded December 19, 1986, as Instrument No. 86-703291; Amendment No. 1 thereto recorded August 14, 1987, as Instrument No. 87-514747; Amendment No. 2 thereto recorded March 22, 1993, as Instrument No. 93-165878; and Amendment No. 3 thereto recorded July 11, 2014, as Instrument No. 20140454939; all in the Maricopa County, Arizona Recorder’s Office.
1

    AMENDMENT NO. 4, dated as of April 1, 2021 (this “Amendment No. 4”) to the Facility Lease dated as of December 15, 1986, as previously amended, between U.S. BANK NATIONAL ASSOCIATION (successor to State Street Bank and Trust Company, as successor to The First National Bank of Boston), not in its individual capacity, but solely as Owner Trustee under a Trust Agreement dated as of December 15, 1986, with ACCESS ENERGY INVESTORS III LLC (assignee of PV2-APS 150 Corporation, assignee of Chase Manhattan Realty Leasing Corporation) (the “Lessor”), and ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation (the “Lessee”).

RECITALS

A.    The Lessee and the Lessor are parties to a Facility Lease dated as of December 15, 1986, as previously amended (the “Facility Lease”), providing for the lease by the Lessee of the Undivided Interest and the Real Property Interest (capitalized terms used in this Amendment No. 4 and not otherwise defined herein have the meanings ascribed thereto in Appendix A to the Facility Lease).

B.    On or about July 10, 2014, the Lessee and the Lessor entered into Amendment No. 3 to the Facility Lease in connection with the Lessee’s exercise of its right to renew the Facility Lease for a Fixed Rate Renewal Term ending December 31, 2023.

C.    The parties now desire to further amend the Facility Lease to extend the Fixed Rate Renewal Term through December 31, 2033, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Acknowledgement; Amendments.

    1.1    Pursuant to Amendment No. 3 of the Facility Lease, the parties acknowledged that the Lessee had irrevocably elected to exercise its rights to renew the Facility Lease for the Fixed Rate Renewal Term, and pursuant to such Amendment the “Maximum Option Period” was amended to mean the period through December 31, 2023. The parties now wish to further extend the term of the Fixed Rate Renewal Term, and to that end hereby amend and restate in its entirety the definition of “Maximum Option Period” in Appendix A to the Facility Lease as follows:

“Maximum Option Period” shall mean the period ending at midnight on December 31, 2033.”

1.2    Sections 3(a)(i) through (iii) of the Facility Lease are hereby deleted.

2

    1.3    Section 3(a)(iv) of the Facility Lease is hereby amended and restated in its entirety as follows:

(iv) on June 30, 2021, and on each Basic Rent Payment date thereafter, to and including December 31, 2033, an amount equal to$2,679,400.”

    1.4    Amendment No. 3 to the Facility Lease introduced to the Facility Lease a new “Schedule 4—Fixed Rate Renewal Term Casualty Values”, and a new “Schedule 5—Fixed Rate Renewal Term Special Casualty Values.” Both such Schedules are hereby deleted, and such Schedules are hereby amended and restated in their entirety with the Schedule 4—Fixed Rate Renewal Term Casualty Values and Schedule 5—Fixed Rate Renewal Term Special Casualty Values that are attached to and made a part of this Amendment No. 4 (sometimes referred to herein as “Restated Schedule 4” and “Restated Schedule 5,” respectively).

1.5     Subparagraphs (ii) and (iii) of the definition of “Casualty Value” in Appendix A to the Facility Lease are hereby amended and restated in their entirety as follows:

“(ii) during the Fixed Rate Renewal Term, the percentage of Facility Cost set forth opposite such date in Schedule 4—Fixed Rate Renewal Term Casualty Values to the Facility Lease attached hereto; and

(iii) during the Fair Market Renewal Term, shall mean the unamortized portion, as of such Basic Rent Payment Date, of the Fair Market Sales Value of the Undivided Interest, determined by the straight-line amortization of such Fair Market Sales Value at the commencement of the Fair Market Value Renewal Term over the period from such commencement date through the then remaining term of the License, determined pursuant to the Appraisal Procedure, all as set forth in a schedule to be prepared prior to the commencement of such Renewal Term.

1.6    Subparagraphs (ii) and (iii) of the definition of “Special Casualty Value” in Appendix A to the Facility Lease are hereby amended and restated in their entirety as follows:

(ii) during the Fixed Rate Renewal Term, the percentage of Facility Cost set forth opposite such date in Schedule 5—Fixed Rate Renewal Term Casualty/Special Casualty Values to the Facility Lease attached hereto; and

(iii) during the Fair Market Renewal Term, the amount equal to:

(A)the present value (declining in semi-annual steps over such Renewal Term and discounted at a rate of 10%) of the remaining Basic Rent payable from time to time in respect of the Undivided Interest for such Renewal Term, plus
3

(B)the present value of the anticipated Fair Market Sales Value of the Undivided Interest as of the last day of such Renewal Term (increasing in semi-annual steps over such Renewal Term and discounted at a rate of 10%),

all as set forth in a schedule to be prepared prior to the commencement of such Renewal Term.

    1.7     The Lessee and the Lessor acknowledge and agree that the calculation of the Casualty Values set forth in Restated Schedule 4 attached hereto and the Special Casualty Values set forth in Restated Schedule 5 attached hereto for the Fixed Rate Renewal Term were separately negotiated by the parties as a liquidated amount calculated to reimburse the Lessor for the loss of the Undivided Interest and the Real Property Interest due to the occurrence of an Event of Loss or Deemed Loss Event, as the case may be. The parties further acknowledge and agree that such Casualty Values and Special Casualty Values are not intended to be indicative of any current or future Fair Market Sales Value and shall not be taken into account in determining the Fair Market Sales Value if the Lessee exercises its purchase option pursuant to Section 13(c) of the Facility Lease at the end of the Fixed Rate Renewal Term (as extended by this Amendment No. 4) or the Fair Market Renewal Term.

    1.8    The Lessee and the Lessor further acknowledge and agree that the amounts set forth in Restated Schedule 4 and Restated Schedule 5 have been agreed to by the parties with each party utilizing certain assumptions ad projections (which may or may not be assumptions and projections used in common by the other party) concerning the Fair Market Sales Value of the Undivided Interest as of the date of this Amendment No. 4. The parties intend that such assumptions and projections shall not be used for any purpose (including, but without limitation, establishing a Fair Market Sales Value for the Undivided Interest or a Fair Market Sales Value of any property or service, or supporting or rebutting any calculation, determination or position concerning any Fair Market Sale Value, at any time, whether for purposes of option exercise, exercise of remedies, post-lease term operation and support or any other matter or circumstance) other than the specific purposes for which provision is made by this Amendment No. 4.

SECTION 2. Miscellaneous.

    2.1    Counterpart Execution. This Amendment No. 4 may be executed in any number of counterparts and by each of the parties hereto on separate counterparts; all such counterparts shall together constitute one and the same instrument.

    2.2    Governing Law. This Amendment No. 4 shall be governed by, and be construed in accordance with, the laws of the State of New York, except to the extent that pursuant to the law of the State of Arizona such law is mandatorily applicable hereto.

4

    2.3    Concerning USBNA. U.S. Bank National Association (“USBNA”) is entering into this Amendment No. 4 solely as successor Owner Trustee under the Trust Agreement and not in its individual capacity. Anything herein or in the Facility Lease to the contrary notwithstanding, all and each of the representations, warranties, undertakings and agreements herein or in the Facility Lease made on the part of the Owner Trustee are made and intended not as personal representations, warranties, undertakings and agreements by, or for the purpose, or with the intention of binding USBNA personally, but are made and intended for the purpose of binding only the Trust Estate. This Amendment No. 4 is executed and delivered by the Owner Trustee solely in the exercise of its powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by, or shall at any time be enforceable against, USBNA or any successor in trust or the Owner Participant on account of any representation, warranty, undertaking or agreement of the Owner Trustee hereunder or under the Facility Lease, either express or implied; all such personal liability, if any, being expressly waived by the Lessee, except that the Lessee or any Person claiming by, through or under it, making claim hereunder or under the Facility Lease, may look to the Trust Estate for satisfaction of the same, and the Owner Trustee or its successor in trust, as applicable, shall be personally liable for its own gross negligence or willful misconduct. If a further successor trustee is appointed in accordance with the terms of the Trust Agreement, such successor owner trustee shall, without further act, succeed to all of the rights, duties, immunities and obligations of the Owner Trustee hereunder, and the predecessor owner trustee shall be released from all further duties and obligations hereunder and under the Facility Lease.

    2.4    Disclosure. Pursuant to Arizona Revised Statutes Section 33-404, the beneficiary of the Trust is Agreement is Access Energy Investors III LLC, a Delaware limited liability company, the address of which is Access Energy Investors III LLC, c/o Access Leasing Corporation, 220 Juana Avenue, San Leandro, CA 94577, Attention: Charles R.F. Kremer, President. A copy of the Trust Agreement is available for inspection at the offices of the Owner Trustee at U.S. Bank National Association, Corporate Trust Services, One Federal Street, 3rd Floor, Boston, MA 02110, Attention: David J. Ganss and Harry McKinley.

    IN WINTESS WHEREOF, each of the parties has caused this Amendment No. 4 to Facility Lease to be duly executed by an officer thereunto duly authorized.

[Signature pages follow]
5

Signature page for Amendment No. 4 to Facility Lease (Lessor)

U.S. BANK NATIONAL ASSOCIATION (successor to State Street Bank and Trust Company, as successor to The First National Bank of Boston), not in its individual capacity, but solely as Owner Trustee under a Trust Agreement dated as of December 15, 1986, with Access Energy Investors III LLC (assignee of PV2-APS 150 Corporation, assignee of Chase Manhattan Realty Leasing Corporation)

By: _/s/ David J. Ganss_______________________
Name: David J. Ganss
Title: Vice President

ACKNOWLEDGMENT

COMMONWEALTH OF MASSACHUSETTS)
                     ) SS.
COUNTY OF Bristol             )

    On this 1st day of April, 2021, before me, the undersigned notary public, personally appeared _David J. Ganss___________________ as __Vice President_______________ of U.S. Bank National Association, provide to me through satisfactory evidence, which was License______________________, to be the person whose name is signed on the attached document and acknowledged to me that he signed it voluntarily for its stated purpose.

Signature of Notary: __/s/ Ghulam Ahmed__________            Notary Public

My Commission Expires: ___12/2/27________        Commonwealth of Massachusetts

6

Signature page for Amendment No. 4 to Facility Lease (Lessee)

ARIZONA PUBLIC SERVICE COMPANY

By: __/s/ James R. Hatfield___________________
Name: James R. Hatfield
Title:     Executive Vice President and
    Chief Administrative Officer

ACKNOWLEDGMENT

STATE OF ARIZONA             )
                     ) SS.
COUNTY OF MARICOPA         )

    This instrument was acknowledged before me this 30th day of March, 2021, by James R. Hatfield , Executive Vice President and Chief Administrative Officer of Arizona Public Service Company, an Arizona corporation, on behalf of said corporation.

Signature of Notary: __/s/ Tisha Lincoln__________                Notary Public

My Commission Expires: ___11/2/22____________        

7

SCHEDULE 4 – Fixed Rate Renewal Term Casualty Values as % of Facility Cost ($150,000,000.00)

 	Amount in	 	 	 	Amount in	 	
Rent Payment Date	Dollars ($)	% of Facility Cost	 	Rent Payment Date	Dollars ($)	% of Facility Cost	
6/30/21	$ 60,000,000	40.00000%	 	12/30/27	$ 53,936,923	35.95795%	
12/30/21	$ 59,631,361	39.75424%	 	6/30/28	$ 53,336,234	35.55749%	
6/30/22	$ 59,248,613	39.49908%	 	12/30/28	$ 52,712,554	35.14170%	
12/30/22	$ 58,851,217	39.23414%	 	6/30/29	$ 52,065,005	34.71000%	
6/30/23	$ 58,438,611	38.95907%	 	12/30/29	$ 51,392,673	34.26178%	
12/30/23	$ 58,010,213	38.67348%	 	6/30/30	$ 50,694,608	33.79641%	
6/30/24	$ 57,565,420	38.37695%	 	12/30/30	$ 49,969,827	33.31322%	
12/30/24	$ 57,103,603	38.06907%	 	6/30/31	$ 49,217,306	32.81154%	
6/30/25	$ 56,624,111	37.74941%	 	12/30/31	$ 48,435,985	32.29066%	
12/30/25	$ 56,126,267	37.41751%	 	6/30/32	$ 47,624,760	31.74984%	
6/30/26	$ 55,609,370	37.07291%	 	12/30/32	$ 46,782,487	31.18832%	
12/30/26	$ 55,072,690	36.71513%	 	6/30/33	$ 45,907,978	30.60532%	
6/30/27	$ 54,515,470	36.34365%	 	12/30/33	$ 45,000,000	30.00000%	

8

SCHEDULE 5 – Fixed Rate Renewal Term Special Casualty Values as % of Facility Cost ($150,000,000.00)

Rent Payment Date	Amount in Dollars ($)	% of Facility Cost	 	Rent Payment Date	Amount in Dollars ($)	% of Facility Cost	
6/30/21	60,000,000	40.00000%	 	10/30/24	56,477,970	37.65198%	
7/30/21	60,391,289	40.26086%	 	11/30/24	56,846,291	37.89753%	
8/30/21	60,785,131	40.52342%	 	12/30/24	57,217,013	38.14468%	
9/30/21	61,181,540	40.78769%	 	1/30/25	54,925,153	36.61677%	
10/30/21	61,580,535	41.05369%	 	2/28/25	55,283,347	36.85556%	
11/30/21	61,982,132	41.32142%	 	3/30/25	55,643,877	37.09592%	
12/30/21	59,721,348	39.81423%	 	4/30/25	56,006,758	37.33784%	
1/30/22	57,445,820	38.29721%	 	5/30/25	56,372,006	37.58134%	
2/28/22	57,820,453	38.54697%	 	6/30/25	56,739,635	37.82642%	
3/30/22	58,197,528	38.79835%	 	7/30/25	54,444,662	36.29644%	
4/30/22	58,577,063	39.05138%	 	8/30/25	54,799,723	36.53315%	
5/30/22	58,959,073	39.30605%	 	9/30/25	55,157,099	36.77140%	
6/30/22	59,343,574	39.56238%	 	10/30/25	55,516,805	37.01120%	
7/30/22	57,065,582	38.04372%	 	11/30/25	55,878,857	37.25257%	
8/30/22	57,437,735	38.29182%	 	12/30/25	56,243,271	37.49551%	
9/30/22	57,812,315	38.54154%	 	1/30/26	53,945,061	35.96337%	
10/30/22	58,189,337	38.79289%	 	2/28/26	54,296,863	36.19791%	
11/30/22	58,568,818	39.04588%	 	3/30/26	54,650,960	36.43397%	
12/30/22	58,950,774	39.30052%	 	4/30/26	55,007,365	36.67158%	
1/30/23	56,670,221	37.78015%	 	5/30/26	55,366,095	36.91073%	
2/28/23	57,039,796	38.02653%	 	6/30/26	55,727,165	37.15144%	
3/30/23	57,411,780	38.27452%	 	7/30/26	53,425,589	35.61706%	
4/30/23	57,786,191	38.52413%	 	8/30/26	53,774,004	35.84934%	
5/30/23	58,163,043	38.77536%	 	9/30/26	54,124,690	36.08313%	
6/30/23	58,542,353	39.02824%	 	10/30/26	54,477,664	36.31844%	
7/30/23	56,259,136	37.50609%	 	11/30/26	54,832,940	36.55529%	
8/30/23	56,626,029	37.75069%	 	12/30/26	55,190,532	36.79369%	
9/30/23	56,995,316	37.99688%	 	1/30/27	52,885,457	35.25697%	
10/30/23	57,367,010	38.24467%	 	2/28/27	53,230,349	35.48690%	
11/30/23	57,741,128	38.49409%	 	3/30/27	53,577,490	35.71833%	
12/30/23	58,117,687	38.74512%	 	4/30/27	53,926,895	35.95126%	
1/30/24	55,831,701	37.22113%	 	5/30/27	54,278,579	36.18572%	
2/29/24	56,195,807	37.46387%	 	6/30/27	54,632,556	36.42170%	
3/30/24	56,562,287	37.70819%	 	7/30/27	52,323,842	34.88256%	
4/30/24	56,931,158	37.95411%	 	8/30/27	52,665,071	35.11005%	
5/30/24	57,302,434	38.20162%	 	9/30/27	53,008,526	35.33902%	
6/30/24	57,676,131	38.45075%	 	10/30/27	53,354,221	35.56948%	
7/30/24	55,387,265	36.92484%	 	11/30/27	53,702,170	35.80145%	
8/30/24	55,748,473	37.16565%	 	12/30/27	54,052,388	36.03493%	
9/30/24	56,112,036	37.40802%	 	1/30/28	51,739,890	34.49326%	

Page 1 of 2
9

SCHEDULE 5 – Fixed Rate Renewal Term Special Casualty Values as % of Facility Cost ($150,000,000.00)

Rent Payment Date	Amount in Dollars ($)	% of Facility Cost	 	Rent Payment Date	Amount in Dollars ($)	% of Facility Cost	
2/29/2028	52,077,311	34.71821%	 	2/28/2031	48,025,975	32.01732%	
3/30/2028	52,416,933	34.94462%	 	3/30/2031	48,339,176	32.22612%	
4/30/2028	52,758,770	35.17251%	 	4/30/2031	48,654,420	32.43628%	
5/30/2028	53,102,836	35.40189%	 	5/30/2031	48,971,719	32.64781%	
6/30/2028	53,449,145	35.63276%	 	6/30/2031	49,291,088	32.86073%	
7/30/2028	51,132,713	34.08848%	 	7/30/2031	46,947,539	31.29836%	
8/30/2028	51,466,175	34.31078%	 	8/30/2031	47,253,707	31.50247%	
9/30/2028	51,801,811	34.53454%	 	9/30/2031	47,561,872	31.70791%	
10/30/2028	52,139,636	34.75976%	 	10/30/2031	47,872,046	31.91470%	
11/30/2028	52,479,664	34.98644%	 	11/30/2031	48,184,243	32.12283%	
12/30/2028	52,821,910	35.21461%	 	12/30/2031	48,498,476	32.33232%	
1/30/2029	50,501,387	33.66759%	 	1/30/2032	46,149,759	30.76651%	
2/28/2029	50,830,732	33.88715%	 	2/29/2032	46,450,724	30.96715%	
3/30/2029	51,162,224	34.10815%	 	3/30/2032	46,753,652	31.16910%	
4/30/2029	51,495,878	34.33059%	 	4/30/2032	47,058,555	31.37237%	
5/30/2029	51,831,708	34.55447%	 	5/30/2032	47,365,447	31.57696%	
6/30/2029	52,169,728	34.77982%	 	6/30/2032	47,674,341	31.78289%	
7/30/2029	49,844,952	33.22997%	 	7/30/2032	45,320,248	30.21350%	
8/30/2029	50,170,016	33.44668%	 	8/30/2032	45,615,804	30.41054%	
9/30/2029	50,497,199	33.66480%	 	9/30/2032	45,913,287	30.60886%	
10/30/2029	50,826,516	33.88434%	 	10/30/2032	46,212,710	30.80847%	
11/30/2029	51,157,981	34.10532%	 	11/30/2032	46,514,086	31.00939%	
12/30/2029	51,491,607	34.32774%	 	12/30/2032	46,817,427	31.21162%	
1/30/2030	49,162,409	32.77494%	 	1/30/2033	44,457,747	29.63850%	
2/28/2030	49,483,021	32.98868%	 	2/28/2033	44,747,677	29.83178%	
3/30/2030	49,805,724	33.20382%	 	3/30/2033	45,039,499	30.02633%	
4/30/2030	50,130,532	33.42035%	 	4/30/2033	45,333,224	30.22215%	
5/30/2030	50,457,458	33.63831%	 	5/30/2033	45,628,864	30.41924%	
6/30/2030	50,786,516	33.85768%	 	6/30/2033	45,926,432	30.61762%	
7/30/2030	48,452,719	32.30181%	 	7/30/2033	43,560,941	29.04063%	
8/30/2030	48,768,703	32.51247%	 	8/30/2033	43,845,023	29.23002%	
9/30/2030	49,086,748	32.72450%	 	9/30/2033	44,130,958	29.42064%	
10/30/2030	49,406,867	32.93791%	 	10/30/2033	44,418,758	29.61251%	
11/30/2030	49,729,073	33.15272%	 	11/30/2033	44,708,434	29.80562%	
12/30/2030	50,053,381	33.36892%	 	12/30/2033	45,000,000	30.00000%	
1/30/2031	47,714,804	31.80987%	 	 	 	 	

Page 2 of 2
10

Exhibit 31.1
 
CERTIFICATION
 
I, Jeffrey B. Guldner, certify that:
 
1.    I have reviewed this Quarterly Report on Form 10-Q of Pinnacle West Capital Corporation;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    May 5, 2021

						
 	/s/ Jeffrey B. Guldner	
 	Jeffrey B. Guldner	
 	Chairman of the Board, President and Chief Executive Officer	

Exhibit 31.2
 
CERTIFICATION
 
I, Theodore N. Geisler, certify that:
 
1.    I have reviewed this Quarterly Report on Form 10-Q of Pinnacle West Capital Corporation;
 
2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    May 5, 2021

						
 	/s/ Theodore N. Geisler	
 	Theodore N. Geisler	
 	Senior Vice President and Chief Financial Officer	

Exhibit 31.3
 
CERTIFICATION
 
I, Jeffrey B. Guldner, certify that:
 
1.    I have reviewed this Quarterly Report on Form 10-Q of Arizona Public Service Company;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    May 5, 2021

						
 	/s/ Jeffrey B. Guldner	
 	Jeffrey B. Guldner	
 	Chairman of the Board and Chief Executive Officer	

1

Exhibit 31.4
 
CERTIFICATION
 
I, Theodore N. Geisler, certify that:
 
1.    I have reviewed this Quarterly Report on Form 10-Q of Arizona Public Service Company;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    May 5, 2021

 	/s/ Theodore N. Geisler	
 	Theodore N. Geisler	
 	Senior Vice President and Chief Financial Officer	

1

Exhibit 32.1
 
CERTIFICATION
OF
CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Jeffrey B. Guldner, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Pinnacle West Capital Corporation for the quarter ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Pinnacle West Capital Corporation.
 
Date:     May 5, 2021

						
 	/s/ Jeffrey B. Guldner	
 	Jeffrey B. Guldner	
 	Chairman of the Board, President and	
 	Chief Executive Officer	
 
I, Theodore N. Geisler, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Pinnacle West Capital Corporation for the quarter ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Pinnacle West Capital Corporation.
 
Date:     May 5, 2021

						
 	/s/ Theodore N. Geisler	
 	Theodore N. Geisler	
 	Senior Vice President and	
 	Chief Financial Officer	

Exhibit 32.2
 
CERTIFICATION
OF
CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Jeffrey B. Guldner, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Arizona Public Service Company for the quarter ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Arizona Public Service Company.
 
Date:      May 5, 2021

						
 	/s/ Jeffrey B. Guldner	
 	 Jeffrey B. Guldner	
 	Chairman of the Board and Chief Executive Officer	

I, Theodore N. Geisler, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Arizona Public Service Company for the quarter ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Arizona Public Service Company.
     
Date:     May 5, 2021

						
 	/s/ Theodore N. Geisler	
 	Theodore N. Geisler	
 	Senior Vice President and	
 	Chief Financial Officer