1. PURPOSE AND APPLICABILITY
    1. 1.1This policy applies to “Financial Executives” which, for the purpose of this policy, means Pinnacle West’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, Treasurer, and General Counsel, Arizona Public Service Company’s President and Chief Operating Officer, and other persons designated from time to time as a Financial Executive subject to this policy by the Chair of the Audit Committee.
    2. 1.2The purpose of this policy is to promote honest and ethical conduct and compliance with applicable laws, rules and regulations particularly as related to the maintenance of financial records, the preparation of financial statements, and proper public disclosure.
    3. 1.3The obligations of this Code of Ethics for Financial Executives supplement, but do not replace, the Pinnacle West Business Integrity Policy, and the APS Code of Ethics and Business Practices, which set forth the fundamental principles and key policies and procedures that govern the conduct of the Company’s officers, directors and employees.
  2. POLICY STATEMENT
    1. 2.1As a Financial Executive you are expected to:
      1. 2.1.1Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
      2. 2.1.2Act in good faith, responsibly, with due care, competence, prudence and diligence without misrepresenting material facts or allowing one’s independent judgment or decisions to be subordinated to one’s personal interests;
      3. 2.1.3Produce full, fair, accurate, timely and understandable disclosure in reports and documents the Company or its subsidiaries file with, or submit to, the Securities and Exchange Commission and other regulators and in other public communications made by the Company;
      4. 2.1.4Take all reasonable measures to protect the confidentiality of non-public information about the Company and its customers and vendors obtained or created in connection with your activities and to prevent the unauthorized disclosure of such information;
      5. 2.1.5Comply with applicable governmental laws, rules and regulations;
      6. 2.1.6Promptly report (see below) any information you may have concerning (a) significant or material deficiencies or weaknesses in the design or operation of the internal controls of the Company, (b) any fraud, whether or not material, involving any member of management or other employee who has a significant role in the financial reporting, disclosures or internal controls of the Company, or (c) any other matters that could have a material adverse effect on Pinnacle West Capital Corporation’s or any of its subsidiaries’ ability to record, process, summarize and report financial data.
    2. 2.2Financial Executives shall facilitate the work of the independent auditors of the Company and shall not, directly or indirectly, take any action to fraudulently influence, coerce, manipulate or mislead the independent auditors.
  3. ACCOUNTABILITY
    1. 3.1Each Financial Executive is accountable for his or her adherence to this Code of Ethics and the policies of the Company.  Any violation of this Code of Ethics may result in disciplinary action up to and including termination.
    2. 3.2As a Financial Executive, you are obligated to report any possible violation of this Code of Ethics to any one of the following:
      • your immediate leader; or
      • the General Counsel of Pinnacle West Capital Corporation (602-250-3252); or
      • the Ethics Department (602-250-2979 or ethics@aps.com); or
      • the Company’s Helpline (1-800-446-8441 or www.EthicsPoint.com).
    3. 3.3Instead of (or in addition to) reporting to any of the previous contacts, you may also directly contact the Chairman of the Audit Committee at the following address:

      Audit Committee
      Attn:  Chairman
      Pinnacle West Capital Corporation
      Mail Station 9036
      P.O. Box 53999
      Phoenix, AZ 85072-3999

    4. 3.4The Company has a policy of protecting the confidentiality of those making reports of possible misconduct to the maximum extent possible, consistent with the requirements necessary to conduct an effective investigation and the law.  Anyone may report any suspected violation of this Code of Ethics without fear of retaliation.  It is a violation of our policy and contrary to our values to engage in retaliatory acts against:
      • An employee who makes a good faith report of wrongdoing of any type
      • An employee who participates in an investigation
      Anyone who retaliates against someone for raising a concern or participating in an investigation will be subject to disciplinary action, up to and including termination.
    5. 3.5Any amendments to this policy must be approved by the Audit Committee.

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