Edgar Filing: PINNACLE WEST CAPITAL CORP

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Adopted November 9, 1939		File No. 69-306

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM U-3A-2

Statement by Holding Company
Claiming Exemption under Rule U-3A-2
from the Provisions of the
Public Utility Holding Company Act of 1935

To Be Filed Annually Prior to March 1

Pinnacle West Capital Corporation

(Name of Company)

hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information:

1. Name, state of organization, location and nature of business of Claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which Claimant directly or indirectly holds an interest.

Pinnacle West Capital Corporation (“Claimant”), having been incorporated on February 20, 1985 under the laws of the State of Arizona and having its principal executive offices at 400 North Fifth Street, Phoenix, Arizona 85004, was organized principally to acquire and hold securities of other corporations for investment purposes. The following are the subsidiaries of the Claimant:

a. Arizona Public Service Company (“APS” or the “Company”) is engaged principally in serving electricity in the State of Arizona. Incorporated in 1920 under the laws of the State of Arizona and having its principal executive offices at 400 North Fifth Street, Phoenix, Arizona 85004, APS became a subsidiary of the Claimant pursuant to a corporate restructuring plan approved by the Company’s shareholders on April 18, 1985.

(1) APS Foundation, Inc. - an Arizona non-profit corporation, having been incorporated on December 22, 1981, and having its principal executive offices at 400 North 5th Street, Phoenix, Arizona 85004, was organized primarily to make distributions to charitable organizations.

(2) AXIOM Power Solutions, Inc. (“AXIOM”) – an Arizona corporation, having been incorporated on October 29, 1996 and having its principal executive offices at 400 E. Van Buren, Phoenix, Arizona 85004, was organized primarily to sell security and energy management products and services. AXIOM is a wholly-owned subsidiary of APS.

(3) Bixco, Inc. (“Bixco”) – an Arizona corporation, having been incorporated on June 4, 1971 and having its principal executive offices at 400 North Fifth Street, Phoenix, Arizona 85004, was organized primarily to conduct exploration activities for energy resources and other valuable minerals. Subsequent to the sale of its oil and natural gas properties in 1981, Bixco has been inactive. Bixco is a wholly-owned subsidiary of APS.

(4) Powertree Carbon Co., LLC (“Powertree”) - PowerTree Carbon Company, LLC (“Powertree”) - a Delaware limited liability company, having been formed on June 9, 2003 and having its registered office in the State of Delaware at 222 Delaware Avenue, P.O. Box 2306, Wilmington, New Castle County, Delaware 19899, was organized primarily to invest in and develop forestation and reforestation projects designed to sequester carbon from the atmosphere, where such projects are not inconsistent with the development and enhancement of wildlife, and to secure the legal rights associated with such sequestration. APS holds about 3% interest in Powertree.

(5) PWENewco, Inc. (“PWENewco”) – an Arizona corporation, having been incorporated on January 30, 2001 and having its principal executive offices at 400 North Fifth Street, Phoenix, Arizona 85004, was organized primarily to own real and personal property. PWENewco is a wholly-owned subsidiary of APS.

b. APSES Holdings, Inc. – a Delaware corporation, having been incorporated on March 24, 2003 and having its principal executive offices at 400 North Fifth Street, Phoenix, Arizona 85004, was organized as a holding company for APS Energy L.P.

(1) APS Energy L.P. – an Arizona limited partnership, having been formed on January 29, 2003 and having its principal executive offices at 400 North 5^th Street, Phoenix, Arizona 85004 was organized to sell energy, products and services. APSES Holdings, Inc. holds a 99% interest in APS Energy L.P.

c. APS Energy Services Company, Inc. (“APSES”) – an Arizona corporation, having been incorporated on November 6, 1998 and having its principal executive offices at 400 E. Van Buren, Phoenix, Arizona 85004, was organized primarily to sell energy, products and services. APSES is a wholly-owned subsidiary of the Claimant. APSES holds a 1% interest in APS Energy L.P.

(1) Northwind Phoenix LLC – a Delaware limited liability company, having been formed on December 14, 1999 and having its principal executive offices at 400 E. Van Buren, Phoenix, Arizona 85004, was organized primarily to provide district cooling services to customers in downtown Phoenix, Arizona. Northwind Phoenix LLC is a wholly-owned subsidiary of APSES.

(a) Tucson District Energy LLC – an Arizona limited liability corporation having been acquired by Northwind Phoenix LLC on May 31, 2001. Tucson District Energy LLC is a wholly-owned subsidiary of Northwind Phoenix LLC.

d. SunCor Development Company (“SunCor”) – an Arizona corporation, having been incorporated on June 30, 1965 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, is a wholly-owned subsidiary of Claimant engaged primarily in the owning, holding and development of real property.

(1) SunCor Golf, Inc. (“SunCor Golf”) – an Arizona corporation, having been incorporated on December 31, 1986 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, operates family fun parks, resorts and golf properties. SunCor Golf is a wholly-owned subsidiary of SunCor.

(a) Westworld Golf Course LLC – an Arizona limited liability company, having been formed on September 8, 1998 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to engage in golf course operations. Westworld Golf Course LLC is a wholly owned subsidiary of SunCor Golf, Inc.

(2) Golden Heritage Homes, Inc. (“Golden Heritage Homes”) – an Arizona corporation, having been incorporated on May 14, 1986 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, sells single family residential real property. Golden Heritage Homes is a wholly-owned subsidiary of SunCor.

(a) Golden Heritage Construction, Inc. (“GH Construction”) – an Arizona corporation, having been incorporated on December 30, 1993 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to serve as a general residential contractor. GH Construction became a wholly-owned subsidiary of Golden Heritage Homes, Inc. on January 1, 1996.

(i) Golden Heritage Construction Nevada, LLC – an Arizona limited liability company, having been formed on February 14, 2003 and having a registered office c/o CT Corporation, 3225 North Central Avenue, Phoenix, Arizona 85012, was organized to apply for and hold a Nevada contractors license. Golden Heritage Construction Nevada, LLC is a wholly-owned subsidiary of Golden Heritage Construction, Inc.

(b) Heritage Financial Services, LLC – an Arizona limited liability company, having been formed on August 19, 1998 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to provide mortgage services to residential home buyers. Heritage Financial Services, LLC is a wholly-owned subsidiary of Golden Heritage Homes, Inc.

(3) SCM, Inc. (“SCM”) – an Arizona corporation, having been incorporated on May 14, 1991 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to participate in real estate joint ventures and other real estate related activities. SCM is a wholly-owned subsidiary of SunCor and is currently inactive.

(4) SunCor Realty & Management Company (“SunCor Realty”) – an Arizona corporation, having been incorporated on April 1, 1994 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to

participate in real estate management and other real estate related activities. SunCor Realty is a wholly-owned subsidiary of SunCor.

(5) Palm Valley Golf Club, Inc. (“Palm Valley Golf”) – an Arizona corporation, having been incorporated on January 23, 1996 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to hold title to the Palm Valley Golf Course located in Goodyear, Arizona. Palm Valley Golf is a wholly-owned subsidiary of SunCor.

(6) Rancho Viejo de Santa Fe, Inc. (“Rancho Viejo”) – a New Mexico corporation, having been incorporated on March 18, 1996 and having its principal executive offices at 1590B Pacheco Street, Santa Fe, New Mexico 87502, was organized to engage in real estate development in New Mexico. Rancho Viejo is a wholly-owned subsidiary of SunCor.

(a) Ranchland Utility Company (“Ranchland”) – a New Mexico corporation, having been incorporated on September 5, 1997 and having its principal executive offices at 1590B Pacheco Street, Santa Fe, New Mexico 87502, is a wastewater utility. Ranchland is a wholly-owned subsidiary of Rancho Viejo.

(b) Rancho Viejo Village Center, LLC – a New Mexico limited liability company, having been formed on March 4, 2003 and having its principal executive offices at 1590B Pacheco Street, Santa Fe, New Mexico 87502, was organized to own and invest in real estate in New Mexico. Rancho Viejo Village Center, LLC is a wholly-owned subsidiary of Rancho Viejo.

(7) SunCor Idaho, LLC, formerly known as Spring Valley Development, LLC – an Idaho limited liability company, having been formed on July 22, 2003 and having its principal executive offices at 485 E. Riverside Drive, Suite 300, Eagle, Idaho 83616, was organized to engage in real estate development in Idaho. SunCor Idaho, LLC is a wholly-owned subsidiary of SunCor.

(8) Golf de Mexico, S.A. de C.V. (“Golf de Mexico”) – a Mexican variable capital corporation, having been incorporated on December 1, 1992 in Tijuana, Baja California, Mexico and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to operate and manage the Real del Mar Golf Course in Mexico. Golf de Mexico has been inactive since 1997.

(9) Type Two, Inc. – an Arizona corporation, having been incorporated on March 29, 1990 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to hold and lease non-irrigation water rights. SunCor holds a 30% interest in Type Two Inc.

(10) Stone Ridge- Prescott Valley LLC – an Arizona limited liability company, having been formed on January 26, 2001 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop a master-planned community with golf course located in Prescott Valley, Arizona. SunCor holds a 60% interest in Stone Ridge – Prescott Valley LLC.

(a) Stone Ridge Golf Course LLC – an Arizona limited liability company, having been formed on April 16, 2002 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to own and operate a golf course located in Prescott Valley, Arizona. Stone Ridge Golf Course LLC is a wholly-owned subsidiary of Stone Ridge – Prescott Valley LLC.

(b) StoneRidge Commercial, L.L.C. – an Arizona limited liability company, having been formed on October 26, 2004 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to acquire, own, improve, develop, lease, manage, operate and eventually sell at a profit the real property and planned improvements known as StoneRidge Commercial located in Prescott Valley, Arizona. SunCor holds a 60% interest in StoneRidge Commercial, L.L.C.

(11) Hayden Ferry Lakeside LLC – an Arizona limited liability company, having been formed on April 10, 2000 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop, manage and sell a mixed-use residential, office, hotel and retail commercial development in Tempe, Arizona. Hayden Ferry Lakeside LLC is a wholly-owned subsidiary of SunCor.

(a) Lakeside Residential Communities, L.L.C. – an Arizona limited liability company, having been formed on January 20, 2004 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop, manage and sell a residential condominium project. Lakeside Residential Communities,

L.L.C. is a wholly-owned subsidiary of Hayden Ferry Lakeside LLC.

(i) Edgewater at Hayden Ferry Lakeside, L.L.C. – an Arizona limited liability company, having been formed on January 20, 2004 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop, manage and sell a residential condominium project. Edgewater at Hayden Ferry Lakeside, L.L.C. is a wholly-owned subsidiary of Lakeside Residential Communities, L.L.C.

(ii) BV at Hayden Ferry Lakeside, L.L.C. – an Arizona limited liability company, having been formed on January 20, 2004 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop, manage and sell a residential condominium project. BV at Hayden Ferry Lakeside, L.L.C. is a wholly-owned subsidiary of Lakeside Residential Communities, L.L.C.

(12) Club West Golf Course LLC – an Arizona limited liability company, having been formed on August 28, 2000 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to own and operate Foothills Club West Golf Course in Phoenix, Arizona. Club West Golf Course LLC is a wholly-owned subsidiary of SunCor.

(13) Scottsdale Mountain LLP – an Arizona limited liability partnership, having been formed on April 27, 1992 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop, manage and sell 1,389 acres in McDowell Mountain, Scottsdale, Arizona as a master-planned community. SunCor holds a 65% interest in Scottsdale Mountain LLP.

(14) SunRidge Canyon LLC – an Arizona limited liability company, having been formed on June 24, 1994 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop, manage and sell a 50 acre golf-oriented master planned community located in Scottsdale, Arizona. SunRidge Canyon LLC is a wholly-owned subsidiary of SunCor. The only asset remaining in this LLC is the golf course.

(15) Sedona Golf Resort LLC – an Arizona limited liability company, having been formed on February 6, 1995 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop, manage and sell a 300-acre golf oriented master-planned community in Sedona, Arizona. SunCor holds a 50% interest in Sedona Golf Resort LLC. The only asset remaining in this LLC is the golf course.

(16) Kabuto/SunCor Joint Venture – an Arizona general partnership, having been formed on October 15, 1990 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop and sell the Village of Litchfield Greens, a residential community located in Litchfield Park, Arizona. SunCor holds a 70% interest in Kabuto/SunCor Joint Venture.

(17) Centrepoint Associates LLC – an Arizona limited liability company, having been formed on October 29, 1988 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop and manage a 60 acre commercial property as a shopping center on Elliot Road in Tempe, Arizona. SunCor holds a 50% interest in Centrepoint Associates LLC.

(18) Hidden Hills of Scottsdale LLC – an Arizona limited liability company, having been formed on October 21, 1996 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop a single family residential area consisting of 320 acres located in Scottsdale, Arizona. Hidden Hills of Scottsdale LLC is a wholly-owned subsidiary of SunCor.

(19) Talavi Associates LLC – an Arizona limited liability company, having been formed on November 20, 1997 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop 33 acres located in Glendale, Arizona as an office and light industrial complex. SunCor holds a 50% interest in Talavi Associates LLC.

(20) Coral Canyon Town Center LLC – a Utah limited liability company, having been formed on April 19, 2002 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to develop and improve office property of an anticipated two story building located in Washington, Utah. SunCor holds a 75% interest in Coral Canyon Town Center LLC.

(21) Coral Canyon HD, L.L.C. – a Utah limited liability company, having been formed on February 4, 2004 and having its principal executive offices at c/o SunCor Development Company, 2303 North Coral Canyon Boulevard, Washington, Utah 84780, was organized to acquire, own, improve, develop, market, manage, operate, lease and sell commercial property in Washington, Utah. SunCor holds a 50% interest in Coral Canyon HD, L.L.C.

(22) Foothills Sewer Company, Inc. (“Foothills”) – an Idaho corporation, having been incorporated on August 18, 2004 and having its principal executive offices at 300 North 6^th Street, Boise, Idaho 83702, was organized to be the wastewater facility for the Avimor master-planned community in Boise, Idaho. Foothills is a wholly-owned subsidiary of SunCor.

(23) Highland Water Company, Inc. (“Highland”) – an Idaho corporation, having been incorporated on August 18, 2004 and having its principal executive offices at 300 North 6^th Street, Boise, Idaho 83702, was organized to be utilized as the water service company serving the Avimor master-planned community in Boise, Idaho. Highland is a wholly-owned subsidiary of SunCor.

(24) Palm Valley Professional Plaza, LLC – an Arizona limited liability company, having been formed on July 9, 2004 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to own, develop, and manage an office condominium project in Goodyear, Arizona. Palm Valley Professional Plaza, LLC is a wholly-owned subsidiary of SunCor.

(25) Riverside Distribution Center, LLC (“Riverside”) – an Arizona limited liability company, having been formed on January 23, 2004 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to acquire, own, finance, improve, and sell at a profit a 501,275 square foot warehouse and ancillary facilities known as the Riverside Distribution Center in Phoenix, Arizona. SunCor owns a 50% interest in Riverside.

(26) SDC Prescott Valley LLC – an Arizona limited liability company, having been formed on April 6, 2004 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to acquire, own, develop, market, and sell real property in Prescott Valley, Arizona. SDC Prescott Valley, LLC is a wholly-owned subsidiary of SunCor.

(27) SDC Prescott LLC – an Arizona limited liability company, having been formed on April 6, 2004 and having its principal executive offices at 80 East Rio Salado Parkway, Tempe, Arizona 85281, was organized to acquire, own, develop, market, and sell real property at Prescott Lakes in Prescott, Arizona. SDC Prescott, LLC is a wholly-owned subsidiary of SunCor.

d. El Dorado Investment Company – an Arizona corporation, having been incorporated on July 27, 1983 and having its principal executive offices at 400 North 5^th Street, MS 9988, Phoenix, Arizona 85004, is a wholly-owned subsidiary of Claimant engaged primarily in the acquisition and holding of stocks and securities of other companies for investment purposes.

(1) Underground Imaging Technologies, LLC – an Arizona limited liability corporation, having been formed on April 11, 2001 and having its principal executive offices at 1210 Vermeer Road East, Pella, Iowa 50219 was organized to develop subsurface imaging applications. El Dorado holds a 50% interest in Underground Imaging Technologies, LLC.

(2) NAC Holding Inc. – a Delaware corporation, having been incorporated on August 26, 1968 and having its principal executive offices at 3930 East Jones Bridge Road, Norcross, Georgia 30092, was organized to provide a variety of services to the nuclear industry. El Dorado held a 99.8% interest in NAC Holding Inc. (All stock was sold in 2004.)

(a) NAC International Inc. – a Delaware corporation, having been incorporated on January 3, 1994 and having its principal executive offices at 3930 East Jones Bridge Road, Norcross, Georgia 30092, was organized to provide a variety of services to the nuclear industry. NAC International Inc. was a wholly-owned subsidiary of NAC Holding Inc. (All stock was sold in 2004.)

(3) Phoenix Suns Limited Partnership – an Arizona limited partnership, having been formed on July 1, 1993 and having its principal executive offices at 201 East Jefferson Street, Phoenix, Arizona 85004, was organized to own a percentage interest in the Phoenix Suns professional basketball team. El Dorado held a 21.7% interest in the Phoenix Suns Limited Partnership. (Interest was sold in 2004.)

(4) AZ PB Partnership – an Arizona partnership, having been formed on June 26, 1995 and having its principal executive offices at 401 East Jefferson Street, Phoenix, Arizona 85004, was

organized to own a percentage interest in a professional baseball team. El Dorado holds a 1.7% interest in AZ PB Partnership.

(5) El Dorado Ventures III – a California general partnership, formed on May 9, 1991 and having its principal executive offices at 2884 Sand Hill Road, Suite 121, Menlo Park, California 94025, was organized to invest in emerging companies with exceptional growth potential. El Dorado holds a 24.4% interest in El Dorado Ventures III.

(6) Phoenix Downtown Theater LLC – an Arizona limited liability company, formed on February 4, 1999 and having its principal executive offices at 2400 East Arizona Biltmore Circle, Suite 1270, Phoenix, Arizona 85016, was organized to own and manage a theater. El Dorado owns a 6.9% interest in Phoenix Downtown Theater LLC.

(7) Nxt Phase Corporation – a Canadian company, formed on August 17, 2004 and having its principal executive offices at 3040 East Broadway, Vancouver, British Columbia V5M 1Z4, was organized to manufacture digital and fiber optic control and measurement devices for the power industry. El Dorado owns a 19% interest in Nxt Phase.

(8) Acoustic Locating Services, LLC — a Delaware limited liability company, formed on December 7, 2004 and having its principal executive offices at 400 N. Fifth Street, MS 9988, Phoenix, Arizona 85004, was organized to provide sewer locating services. El Dorado owns a 100% interest in Acoustic Locating Services.

(9) Arizona Business Accelerator (“AzBA”) — an Arizona corporation, formed on June 29, 2004 and having its principal executive offices at 201 E. Washington, Suite 1408, Phoenix, AZ 85004, was organized to encourage innovative technology development throughout Arizona. El Dorado owns a 17% interest in AzBA.

(10) PowerOneData, Inc. — a Delaware corporation, formed on March 24, 2000 and having its principal executive offices at 2600 N. Central Ave, Suite 1750, Phoenix, AZ 85004, was organized to design and manufacture automated meter reading systems. El Dorado owns a 8.96% interest in PowerOneData.

(11) Severon Corporation — a Delaware corporation, formed on March 14, 2001 and having its principal executive offices at 3305 NW Aloclek Drive, Hillsboro, OR 97124, was organized to design and manufacture monitoring devices for critical electrical generation assets. El Dorado owns a 13.1% interest in Serveron.

e. Pinnacle West Energy Corporation (“PWEC”) – an Arizona corporation, having been incorporated on September 27, 1999 and having its principal executive offices at 400 North Fifth Street, Phoenix, Arizona 85004, was

organized primarily for the development, production and sale of wholesale energy. PWEC is a wholly-owned subsidiary of the Claimant.

(1) GenWest, LLC (“GenWest”) – a Delaware limited liability corporation, formed on March 6, 2001 and having its principal executive offices at 400 North Fifth Street, Phoenix, Arizona 85004, was organized to own, build and operate power plants and participate in other activities which are necessary or advisable to accomplish the foregoing process. GenWest, LLC is a wholly-owned subsidiary of Pinnacle West Energy.

(2) APACS Holdings LLC – an Arizona limited liability corporation, formed on August 29, 2001 and having its principal executive offices at 400 North Fifth Street, Phoenix, Arizona 85004, was organized for a gas storage facility. APACS Holdings LLC is a wholly-owned subsidiary of Pinnacle West Energy.

2. A brief description of the properties of Claimant and each of its subsidiary public utility companies used for the generation, transmission and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants and electric and gas distribution facilities, including all such properties which are outside the state in which Claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such state.

Neither the Claimant nor any of its subsidiaries own property used for the production, transmission and distribution of natural or manufactured gas at retail. APS and PWEC, each a “public utility company” as that term is defined in the Public Utility Holding Company Act of 1935, are the only two of Claimant’s subsidiaries (other than the EWG) that own property used for the generation, transmission and distribution of electric energy for sale.

Exhibit C attached hereto shows the location of (i) APS’ major generating plants (including those owned jointly with others), principal transmission lines (including those operated for others) and interconnections of transmission lines with out-of-state utilities at state lines; and (ii) PWEC’s major generating plants. All of such facilities, and all of APS’ distribution facilities, except (i) the Four Corners Generating Station (“Four Corners”) and associated transmission lines, (ii) the Silverhawk Power Plant (“Silverhawk”), and (iii) a portion of the Marketplace/Mead/Phoenix transmission line, are located within the State of Arizona. Four Corners is a mine-mouth power plant, located in the northwest corner of New Mexico, near the city of Farmington, approximately 40 miles east of the Arizona-New Mexico border. Silverhawk is a 570 MW combined cycle power plant located 20 miles north of Las Vegas, Nevada.

Claimant’s present generating facilities have capacity as follows:

APS – Net Accredited Capacity

APS’ present generating facilities have an accredited capacity as follows:


	Capacity(kW)
Coal:
Units 1, 2, and 3 at Four Corners		560,000
15% owned Units 4 and 5 at Four Corners		222,000
Units 1, 2, and 3 at Cholla Plant		615,000
14% owned Units 1, 2, and 3 at the Navajo Plant		315,000

		1,712,000

Gas or Oil:
Two steam units at Ocotillo and two steam units at Saguaro		430,000
Eleven combustion turbine units		493,000
Three combined cycle units		255,000

		1,178,000

Nuclear:
29.1% owned or leased Units 1, 2, and 3 at Palo Verde		1,107,000


Hydro and Solar		9,510


Total APS facilities		4,006,510

Pinnacle West Energy – Permitted Capacity

PWEC’s present generating facilities have a permitted capacity as follows:


Gas or Oil:
Two combined cycle units at Redhawk, two combined cycle units at West Phoenix and 75% ownership of one combined cycle unit at Silverhawk			2,138,000
One combustion turbine unit at Saguaro			80,000


Total Pinnacle West Energy facilities			2,218,000

APS’ transmission facilities consist of approximately 5,419 pole miles of overhead lines and approximately 37 miles of underground lines, 5,250 miles of which are located within the State of Arizona and 169 miles of which are not located in the State of Arizona. APS’ distribution facilities consist of approximately 12,211 pole miles of overhead lines and approximately 13,727 miles of underground lines, all of which are located within the State of Arizona.

3. The following information for the last calendar year with respect to Claimant and each of its subsidiary public utility companies:

(The following data excludes marketing and trading activities for non-public utility companies, interaffiliate transfers (except sales by APS to APS Energy Services Company, Inc., a competitive retail affiliate) and financial instruments.

a. Number of kwh of electric energy sold (at retail or wholesale), and Mcf. of natural or manufactured gas distributed at retail.

49,801,676,000 kwh of electric energy sold at wholesale or retail (with total sales of $3,135,835,000)

0 Mcf. of natural or manufactured gas distributed at retail

b. Number of kwh of electric energy and Mcf. of natural or manufactured gas distributed at retail outside the state in which each such company is organized.

66,271,000 kwh of electric energy was distributed at retail outside Arizona (with total sales of $3,614,000)

0 Mcf. of natural or manufactured gas distributed at retail outside Arizona

c. Number of kwh of electric energy and Mcf. of natural or manufactured gas sold at wholesale outside the state in which each such company is organized, or at the state line.

12,921,994,000 kwh of electric energy was sold at wholesale outside Arizona or at state line (with total sales of $627,659,000)

23,073,925 Mcf. of natural or manufactured gas sold at wholesale outside Arizona or at state line (with total sales of $123,208,000)

d. Number of kwh of electric energy and Mcf. of natural or manufactured gas purchased outside the state in which each such company is organized or at the state line.

13,735,096,000 kwh of electric energy was purchased outside Arizona or at state line (with total sales of $657,880,000)

65,765,000 Mcf. of natural or manufactured gas purchased outside Arizona or at state line (with total sales of $354,079,000)

4. The following information for the reporting period with respect to Claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars:

a. Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas.

GenWest, LLC owns an undivided seventy-five percent (75%) interest in the Silverhawk Power Plant Project, including the Silverhawk switchyard, which is a 570 MW combined-cycle plant, located 20 miles north of Las Vegas, Nevada. The business address for the Silverhawk Power Plant is as follows:

GenWest, LLC
400 North Fifth Street, Mail Station 8983
Phoenix, Arizona 85004
Attention: Warren Kotzmann

b. Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held.

GenWest, LLC is an EWG. It is wholly owned by Pinnacle West Energy Corporation, which in turn is a wholly owned subsidiary of the Claimant.

c. Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company.

(1)

type and amount of capital invested, directly or indirectly, by the holding company:


$	(863,000	)	short-term debt (financed at Pinnacle West Energy Corporation)
	867,000		inter-company payables
	299,093,000		paid in capital and retained earnings (equity)

$	299,097,000

	(2)	any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption:

		none

	(3)	any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company:

	(a)	PWE guarantee up to $45,658,036 of GenWest performance under The Engineering Procurement and Construction Agreement for building the Silverhawk Power Plant.

	(b)	Pinnacle West Capital Corporation guarantee of PWE payment of $5,376,400 for the purchase of Construction Turbines.

NOTE: With respect to both of these guarantees, the amounts due to the third party vendors from GenWest have been paid in full.

d. Capitalization and earnings of the EWG or foreign utility company during the reporting period.



(1)	capitalization:
	$	(863,000	)	short-term debt (financed at PWE)
		299,093,000		paid in capital and retained earnings (equity)

	$	298,230,000


(2)	earnings:
	$	7,575,000		pre-tax income
		(1,495,000	)	other taxes – primarily property taxes
		0		income taxes

	$	6,080,000

e. Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s).

	(1)	Limited Liability Company Agreement of GenWest, LLC by and among Pinnacle West Energy Corporation as sole Member and Pinnacle West Energy Corporation in its capacity as the initial Manager of GenWest, LLC, dated February 27, 2001. PWEC made an initial capital contribution of $1,000 prior to 2004. No other fees have been paid to date.

	(2)	Facility Operating and Maintenance Agreement dated as of April 18, 2002 between Pinnacle West Energy Corporation as Operating Agent and GenWest, LLC and Southern Nevada Water Authority, as Participants in the Silverhawk Power Plant, pursuant to which, Pinnacle West Energy Corporation serves as the Operating Agent of the Silverhawk Power Plant. GenWest, LLC paid PWEC $4,235,935.

	(3)	Contract No. 81825, between GenWest, LLC and Pinnacle West Capital Corporation, pursuant to which GenWest sold to Pinnacle West Capital Corporation all of its rights to the output of the Silverhawk Power Plant. Revenues for 2004 were $18,702,325.

	(4)	Agency Agreement between Southern Nevada Water Authority, GenWest, LLC and Pinnacle West Energy Corporation dated as of July 1, 2004, pursuant to which, Southern Nevada Water Authority and GenWest appointed Pinnacle West Energy Corporation to act as its agent in connection with certain specified contracts. No fees or revenues.

	(5)	Kern River Gas Transmission Company Agency Delegation Agreement between Kern River Gas Transmission Company, GenWest, LLC and Pinnacle West Capital Corporation, pursuant to which GenWest delegated its responsibility under the Operational Balancing Agreement to Pinnacle West Capital Corporation. No fees or revenues.

EXHIBIT A

A consolidating statement of income and surplus of the Claimant and its subsidiary companies for the last calendar year, together with a consolidating balance sheet of Claimant and its subsidiary companies as of the close of such calendar year.

Exhibit A hereto includes consolidating statements of income and consolidating balance sheets for the Claimant and the following of its subsidiaries: Arizona Public Service Company, SunCor Development Company, El Dorado Investment Company, APS Energy Services Company, Inc. and Pinnacle West Energy Corporation. Subsidiaries have been consolidated for financial reporting purposes in accordance with Statement of Financial Accounting Standards No. 94, Consolidation of All Majority-Owned Subsidiaries. Also included are consolidating statements of income and consolidating balance sheets for: SunCor Development Company and its subsidiaries, Pinnacle West Energy Corporation and its subsidiaries, APS Energy Services Company, Inc. and its subsidiaries, and El Dorado Investment Company and its subsidiaries.

EXHIBIT B

An organizational chart showing the relationship of each EWG or foreign utility company to associate companies in the holding-company system.

Exhibit B hereto includes an organizational chart of the holding-company system, including each EWG.

The above-named Claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 25th day of February, 2005.


	Pinnacle West Capital Corporation

	(Name of Claimant)

	By	/s/ Barbara M. Gomez

		Barbara M. Gomez
		Vice President & Treasurer
[CORPORATE SEAL]

Attest:

/s/ Betsy A. Pregulman

Betsy A. Pregulman

Associate Secretary

Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed:


Barbara M. Gomez		Vice President and Treasurer

(Name)		(Title)

400 North Fifth Street, Station 9996, Phoenix, Arizona 85004
(Address)

EXHIBIT A

PINNACLE WEST CAPITAL CORPORATION
CONSOLIDATING INCOME STATEMENT (dollars in thousands)
(UNAUDITED)


	PINNACLE
	WEST						PINNACLE
	PARENT						WEST									APS ENERGY			ELIMINATIONS and
Year ended December 31, 2004	COMPANY			APS			ENERGY			SUNCOR			EL DORADO			SERVICES			ADJUSTMENTS			TOTAL

OPERATING REVENUES
Regulated electricity segment	$	—		$	2,051,602		$	45,469		$	—		$	—		$	—		$	(61,824	) (a)	$	2,035,247
Marketing and trading segment		145,744			145,519			47,839									173,588			(50,820	) (a)		461,870
Real estate segment											359,792												359,792
Other revenues																	42,816						42,816

Total		145,744			2,197,121			93,308			359,792			—			216,404			(112,644	)		2,899,725


OPERATING EXPENSES
Regulated electricity segment purchased power and fuel		12,265			612,300			1,624												(58,756	) (a)		567,433
Marketing and trading segment purchased power and fuel		120,629			150,954			1,790									159,594			(50,820	)(a)		382,147
Operations and maintenance		(6,243	)		540,277			49,435									17,435			(4,347	) (a)		596,557
Real estate operations segment											288,646									1,254	(b)		289,900
Depreciation and amortization		9,623			336,648			46,787			6,202						1,845						401,105
Taxes other than income taxes					114,265			7,779												172	(b)		122,216
Other expenses																	34,108						34,108

Total		136,274			1,754,444			107,415			294,848			—			212,982			(112,497	)		2,393,466


OPERATING INCOME		9,470			442,677			(14,107	)		64,944			—			3,422			(147	)		506,259


OTHER
Allowance for equity funds used during construction					4,885																		4,885
Other income		248,530			30,593			1,489			5,123			34,538			2,783			(269,067	)(c)		53,989
Other expenses		(5,740	)		(13,816	)		(1,056	)					(959	)		(111	)		172	(b)		(21,510	)

Total		242,790			21,662			433			5,123			33,579			2,672			(268,895	)		37,364


INTEREST EXPENSE
Interest charges		25,042			151,837			38,158			5,942			324			1,612			(27,056	)(c)		195,859
Capitalized interest		1,193			(7,155	)		(5,225	)		(3,805	)					(65	)		(1,254	)(b)		(16,311	)

Total		26,235			144,682			32,933			2,137			324			1,547			(28,310	)		179,548


INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		226,025			319,657			(46,607	)		67,930			33,255			4,547			(240,732	)		364,075
INCOME TAXES		(19,929	)		120,030			—			27,067			—			1,689			—			128,857


INCOME FROM CONTINUING OPERATIONS		245,954			199,627			(46,607	)		40,863			33,255			2,858			(240,732	)		235,218
Income from discontinued operations-net of income taxes of $5,480		(2,759	)								3,865			6,871									7,977

NET INCOME (LOSS)	$	243,195		$	199,627		$	(46,607	)	$	44,728		$	40,126		$	2,858		$	(240,732	)	$	243,195

EXPLANATIONS OF ELIMINATIONS AND ADJUSTMENTS

(a) Elimination of intercompany sales of electricity.

(b) Reclassification of certain expenses.

A-1

PINNACLE WEST CAPITAL CORPORATION
CONSOLIDATING BALANCE SHEETS (dollars in thousands)
(UNAUDITED)


	PINNACLE
	WEST						PINNACLE
	PARENT						WEST						APS ENERGY			ELIMINATIONS and
December 31, 2004	COMPANY			APS			ENERGY		SUNCOR		EL DORADO		SERVICES			ADJUSTMENTS			TOTAL

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	90,721		$	230,750		$	25	$	23,045	$	—	$	—		$	—		$	344,541
Customer and other receivables		184,214			277,618			44,769		11,196		47		23,057			(169,031	) (a)		371,870
Allowance for doubtful accounts		(1,200	)		(3,444	)								(252	)					(4,896	)
Accrued utility revenues					76,154									17,073						93,227
Materials and supplies (at average cost)					83,893			17,440												101,333
Fossil fuel (at average cost)					20,506			6												20,512
Assets from risk management and trading activities		96,466			70,430															166,896
Other current assets		1,869			9,262			3,838		31,413		139		(389	)					46,132

Total current assets		372,070			765,169			66,078		65,654		186		39,489			(169,031	)		1,139,615


INVESTMENTS AND OTHER ASSETS
Real estate investments - net										368,651							1,874	(b)		370,525
Assets from risk management and trading activities - long term		204,218			20,123															224,341
Decommissioning trust accounts					267,700															267,700
Other assets		3,348,991			559,853			491		3,417		23,309		415			(3,829,266	)(a,b,c)		107,210

Total investments and other		3,553,209			847,676			491		372,068		23,309		415			(3,827,392	)		969,776


PROPERTY, PLANT AND EQUIPMENT
Plant in service and held for future use		12,790			9,119,666			1,322,403						31,048						10,485,907
Less accumulated depreciation and amortization		1,176			3,266,181			95,369						3,228						3,365,954

Total		11,614			5,853,485			1,227,034		—		—		27,820			—			7,119,953

Construction work in progress		20			249,243			1,378						7,478						258,119
Intangible assets, net of accumulated amortization		340			104,442			110						1,335						106,227
Nuclear fuel, net of accumulated amortization					51,188															51,188

Net property, plant and equipment		11,974			6,258,358			1,228,522		—		—		36,633			—			7,535,487


DEFERRED DEBITS
Regulatory assets					135,051															135,051
Other deferred debits					92,298			8,292		13,512							(9,756	) (b)		104,346

Total deferred debits		—			227,349			8,292		13,512		—		—			(9,756	)		239,397


TOTAL ASSETS	$	3,937,253		$	8,098,552		$	1,303,383	$	451,234	$	23,495	$	76,537		$	(4,006,179	)	$	9,884,275

EXPLANATIONS OF ELIMINATIONS AND ADJUSTMENTS

(a) Elimination of intercompany receivables and payables.

(b) Miscellaneous reclassifications.

A-2

PINNACLE WEST CAPITAL CORPORATION
CONSOLIDATING BALANCE SHEETS (dollars in thousands)
(UNAUDITED)


	PINNACLE
	WEST						PINNACLE
	PARENT						WEST								APS ENERGY			ELIMINATIONS and
December 31, 2004	COMPANY			APS			ENERGY			SUNCOR		EL DORADO			SERVICES			ADJUSTMENTS			TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Accounts payable	$	95,698		$	215,076		$	19,381		$	30,340	$	27		$	13,002		$	—		$	373,524
Accrued taxes		16,212			292,521			(89,900	)		34,102		(5,974	)		(1,350	)					245,611
Accrued interest		5,283			33,332			5,325			180								(5,325	) (a)		38,795
Short-term borrowings											71,031		19,457			2,771			(22,228	) (a)		71,031
Current maturities of long-term debt		165,133			451,247						785											617,165
Customer deposits					51,804						3,754											55,558
Deferred income taxes					9,057																	9,057
Liabilities from risk management and trading activities		79,114			34,292																	113,406
Other current liabilities		67,441			91,441			7,398			36,123		1,169			15,496			(117,320	)(a,b)		101,748

Total current liabilities		428,881			1,178,770			(57,796	)		176,315		14,679			29,919			(144,873	)		1,625,895


LONG-TERM DEBT LESS CURRENT MATURITIES		302,702			2,267,094			500,000			15,189								(500,000	) (a)		2,584,985

DEFERRED CREDITS AND OTHER
Liabilities from risk management and trading activities - long-term		143,138			13,124																	156,262
Deferred income taxes		35,436			1,108,571			91,315								2,250			(10,019	) (b)		1,227,553
Regulatory liabilities					506,646																	506,646
Unamortized gain-sale of utility plant					50,333																	50,333
Pension liability		23,228			203,668			590			6,696					263						234,445
Liability for asset retirements					251,612																	251,612
Other		912			286,332			(302	)		33,773					(209	)		(24,158	) (b)		296,348

Total deferred credits and other		202,714			2,420,286			91,603			40,469		—			2,304			(34,177	)		2,723,199


COMMON STOCK EQUITY

Common stock		2,242,148			1,424,966			821,294			150,054		14,046			29,467			(2,912,928	)(c)		1,769,047

Treasury Stock		(428	)																			(428	)

Accumulated other comprehensive income (loss):
Minimum pension liability adjustment		(10,701	)		(71,087	)																(81,788	)
Derivative instruments		40,916			18,327																	59,243

Total accumulated other comprehensive income (loss)		30,215			(52,760	)		—			—		—			—			—			(22,545	)

Retained earnings		731,021			860,196			(51,718	)		69,207		(5,230	)		14,847			(414,201	)(c)		1,204,122


Total common stock equity		3,002,956			2,232,402			769,576			219,261		8,816			44,314			(3,327,129	)		2,950,196


TOTAL LIABILITIES AND EQUITY	$	3,937,253		$	8,098,552		$	1,303,383		$	451,234	$	23,495		$	76,537		$	(4,006,179	)	$	9,884,275

EXPLANATIONS OF ELIMINATIONS AND ADJUSTMENTS

(a) Elimination of intercompany receivables and payables.

(b) Miscellaneous reclassifications.

A-3

PINNACLE WEST ENERGY CORPORATION
CONSOLIDATING INCOME STATEMENT (dollars in thousands)
(UNAUDITED)


							ELIMINATIONS and
Year ended December 31, 2004	PWEC			GEN WEST			ADJUSTMENTS			CONSOLIDATED

REVENUES
Electric revenue-native load	$	45,469		$	—		$	—		$	45,469
Electric revenue-marketing & trading		29,137			18,702						47,839

Total		74,606			18,702			—			93,308


COST OF REVENUES
Fuel for electric generation-native load		1,597									1,597
Fuel for electric generation-marketing & trading		1,790									1,790
Purchased power		27									27

Total		3,414			—			—			3,414


GROSS MARGIN		71,192			18,702			—			89,894


OTHER OPERATING EXPENSES (REVENUE)
Operations and maintenance		45,199			4,236						49,435
Depreciation and amortization		39,833			6,954						46,787
Other taxes		6,284			1,495						7,779

Total		91,316			12,685			—			104,001


OPERATING MARGIN		(20,124	)		6,017			—			(14,107	)


INTEREST AND OTHER EXPENSES
Interest expense		38,158			5,320			(5,320	) (a)		38,158
Capitalized interest		(374	)		(4,851	)					(5,225	)
Other interest & dividend income		(5,971	)		(701	)		5,320	(a)		(1,352	)
Other expenses		887			169						1,056
Investment (gain)/loss		(137	)								(137	)

Total		32,563			(63	)		—			32,500

INCOME BEFORE INCOME TAXES		(52,687	)		6,080			—			(46,607	)


INCOME TAXES		—									—


NET INCOME	$	(52,687	)	$	6,080		$	—		$	(46,607	)

EXPLANATIONS OF ELIMINATIONS AND ADJUSTMENTS

(a) Elimination of intercompany interest.

A-4

PINNACLE WEST ENERGY CORPORATION
CONSOLIDATING BALANCE SHEET (dollars in thousands)
(UNAUDITED)


							ELIMINATIONS and
December 31, 2004	PWEC			GEN WEST			ADJUSTMENTS			CONSOLIDATED

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	(95	)	$	120		$	—		$	25
Accounts receivable		1,479			2,649						4,128
Intercompany receivable		3,945			2,430			565	(a)		6,940
Other special deposits		33,701									33,701
Materials and supplies (at average cost)		16,708			732						17,440
Fossil fuel (at average cost)		6									6
Other		3,646			192						3,838

Total current assets		59,390			6,123			565			66,078

Plant in service		1,021,115			301,288						1,322,403
Intangible asset, net of accumulated amortization		110									110
Less accumulated depreciation and amortization		(88,415	)		(6,954	)					(95,369	)

Total		932,810			294,334			—			1,227,144

Construction work in progress		1,334			44			—			1,378

Utility plant-net		934,144			294,378			—			1,228,522

Investments and other assets											—
Investment in sub-Gen West		292,925						(292,925	)(b)		—
Other assets		491									491
Deferred debits		2,046			6,246						8,292

Total non-current assets		295,462			6,246			(292,925	)		8,783

TOTAL ASSETS	$	1,288,996		$	306,747		$	(292,360	)	$	1,303,383


LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	12,997		$	6,384		$	—		$	19,381
Intercompany payable		6,405			867			(297	)(a)		6,975
Short term debt		—			(863	)		863	(a)		—
Accrued taxes		(91,166	)		1,266						(89,900	)
Accrued interest		5,325									5,325
Other		423									423

Total current liabilities		(66,016	)		7,654			566			(57,796	)

Deferred credits
Deferred income tax credit		91,315									91,315
Other deferred credits		(302	)								(302	)

Total deferred credits		91,013			—			—			91,013
Pension liability
Accumulated provision for SEBRP		490									490
Deferred credits pension		100									100

Total pension liability		590			—			—			590

Capitalization
Additional paid in capital		821,295			292,925			(292,926	)(b)		821,294
Retained earnings		(57,886	)		6,168						(51,718	)
Long term debt to associated companies		500,000									500,000

Total capitalization		1,263,409			299,093			(292,926	)		1,269,576

TOTAL LIABILITIES AND EQUITY	$	1,288,996		$	306,747		$	(292,360	)	$	1,303,383

EXPLANATIONS OF ELIMINATIONS AND ADJUSTMENTS

(a)	Elimination of intercompany receivables and payables.

(b)	Elimination of investment in subsidiary.

A-5

SUNCOR DEVELOPMENT COMPANY

CONSOLIDATING INCOME STATEMENT (dollars in thousands)

(UNAUDITED)


				HAYDEN
				FERRY										CLUB																		HIDDEN										RANCHO			CORAL
Year ended December 31, 2004	SUNCOR			CONDOS			SASI		SMLP		PVGC			WEST			SANCTUARY			SUNRIDGE		NE HB			PV - DEV			KABUTO JV		COMMERCIAL		HILLS		HFS		STONERIDGE			BOISE			VIEJO			CANYON			TOTAL

REVENUES
Home sales	$	—		$	—		$	—	$	—	$	—		$	—		$	—		$	—	$	107,236		$	—		$	—	$	—	$	—	$	—	$	44,924		$	—		$	29,567		$	34,139		$	215,866
Land sales		106								445																67,483			18,428		20,665		2,497				2,684						85			1,448			113,841
Sale of assets																							449																							125			574
Commercial properties								721				2,428			2,233			2,550			3,748										9,884				2,074		1,373									3,287			28,298
Utility sales																																											251						251
Management fees		580																													382																		962

Total		686			—			721		445		2,428			2,233			2,550			3,748		107,685			67,483			18,428		30,931		2,497		2,074		48,981			—			29,903			38,999			359,792


OPERATING EXPENSES
Cost of homes sold																							82,511														35,790						24,570			26,742			169,613
Cost of land sold		(2,419	)							266																28,041			7,215		9,534		2,092				2,083						52			1,096			47,960
Sale of assets																							432																							95			527
Commercial properties								701				2,628			2,248			2,179			2,970										5,826				1,465		1,652									2,184			21,853
Utility expense																																											229						229
Land project costs		96			102					1													1,161			1,838			923		1,378						1,277			30			265			534			7,605
General and administrative		19,023			381					6											17		4,694			1,479			754		2,091						2,239			501			2,506			2,030			35,721
Depreciation and amortization		1,422													186			431			298		7			41					2,872						319			6			36			584			6,202
Minority interest		46								45																			2,864								2,193									(10	)		5,138

Total		18,168			483			701		318		2,628			2,434			2,610			3,285		88,805			31,399			11,756		21,701		2,092		1,465		45,553			537			27,658			33,255			294,848



OPERATING INCOME		(17,482	)		(483	)		20		127		(200	)		(201	)		(60	)		463		18,880			36,084			6,672		9,230		405		609		3,428			(537	)		2,245			5,744			64,944


OTHER
Equity in joint ventures		502																													2,484																		2,986
Interest income		422								3																			10		186						20						13			12			666
Other		225																					324			729											29			12			33			119			1,471

Total		1,149			—			—		3		—			—			—			—		324			729			10		2,670		—		—		49			12			46			131			5,123


INTEREST EXPENSE
Interest expense		741								46					190			160			202		1,267			815					1,540						434						159			388			5,942
Capitalized interest		(942	)																				(1,267	)		(815	)										(247	)					(159	)		(375	)		(3,805	)

Total		(201	)		—			—		46		—			190			160			202		—			—			—		1,540		—		—		187			—			—			13			2,137



INCOME BEFORE TAXES AND DISCONTINUED OPERATIONS		(16,132	)		(483	)		20		84		(200	)		(391	)		(220	)		261		19,204			36,813			6,682		10,360		405		609		3,290			(525	)		2,291			5,862			67,930


INCOME TAXES		27,067			—			—		—		—			—			—			—		—			—			—		—		—		—		—			—			—			—			27,067



TOTAL NET DISCONTINUED OPERATIONS		(413	)		—			—		—		—			—			—			—		—			—			—		4,278		—		—		—			—			—			—			3,865




NET INCOME/(LOSS)	$	(43,612	)	$	(483	)	$	20	$	84	$	(200	)	$	(391	)	$	(220	)	$	261	$	19,204		$	36,813		$	6,682	$	14,638	$	405	$	609	$	3,290		$	(525	)	$	2,291		$	5,862		$	44,728

SUNCOR DEVELOPMENT COMPANY
CONSOLIDATING BALANCE SHEETS (dollars in thousands)
(UNAUDITED)


				HAYDEN
				FERRY									CLUB																																			ELIMINATIONS and
December 31, 2004	SUNCOR			CONDOS		SASI		SMLP			PVGC		WEST			SANCTUARY			SUNRIDGE		NE HB			PV - DEV			KABUTO JV			COMMERCIAL			HIDDEN HILLS			HFS		STONERIDGE		BOISE			RANCHO VIEJO		CORAL CANYON			ADJUSTMENTS			TOTAL

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	22,745		$	86	$	172	$	537		$	37	$	10		$	(16	)	$	2	$	(208	)	$	(1,705	)	$	2,451		$	(2,283	)	$	(3	)	$	359	$	1,852	$	(76	)	$	472	$	(1,387	)	$	—		$	23,045
Customer and other receivables		(49,925	)				62					27		(7	)		3			84		(104	)		4,227			1,047			145			200			73		2,873					56		1,701			50,734	(a)		11,196
Other current assets		507																				16,493																	4,750					5,000		5,069			(406	)(b)		31,413

Total current assets		(26,673	)		86		234		537			64		3			(13	)		86		16,181			2,522			3,498			(2,138	)		197			432		9,475		(76	)		5,528		5,383			50,328			65,654


INVESTMENTS AND OTHER ASSETS
Real estate investments — net		83,614			10,981		45					10,249		7,656			10,048			9,057		354			93,605			(89	)		103,218			4,158			18		31,401		3,345			24,158		31,938			(55,105	)(c)		368,651
Other assets		1,453																																										1,964								3,417

Total investments and other		85,067			10,981		45		—			10,249		7,656			10,048			9,057		354			93,605			(89	)		103,218			4,158			18		31,401		3,345			26,122		31,938			(55,105	)		372,068


DEFERRED DEBITS
Other deferred debits		10,311			—		—		—			232		120			126			233		9			49			—			1,905			—			5		262		—			62		198			—			13,512



TOTAL ASSETS	$	68,705		$	11,067	$	279	$	537		$	10,545	$	7,779		$	10,161		$	9,376	$	16,544		$	96,176		$	3,409		$	102,985		$	4,355		$	455	$	41,138	$	3,269		$	31,712	$	37,519		$	(4,777	)	$	451,234


LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	8,621		$	1,046	$	75	$	(9	)	$	7,255	$	6,502		$	2,414		$	1,772	$	(40,844	)	$	(14,906	)	$	474		$	3,209		$	(9,330	)	$	162	$	11,540	$	41		$	1,853	$	1,659			48,806	(a)		30,340
Accrued taxes		34,102																																																		34,102
Accrued interest		34																													146																					180
Short-term borrowings		35,000															2,084														33,947																					71,031
Current maturities of long-term debt												203		257						210																			92							23						785
Customer deposits																						2,374			190						266								603					321								3,754
Other current liabilities		3,914															79								31,907						223																					36,123

Total current liabilities		81,671			1,046		75		(9	)		7,458		6,759			4,577			1,982		(38,470	)		17,191			474			37,791			(9,330	)		162		12,235		41			2,174		1,682			48,806			176,315


NON-CURRENT LIABILITIES
Long-term debt less current maturities		323										2,719		3,936			(1	)		6,124																			2,046							42						15,189
Other Liabilities		21,610																																												357			9,186			31,153

Total non-current Liabilities		21,933			—		—		—			2,719		3,936			(1	)		6,124		—			—			—			—			—			—		2,046		—			—		399			9,186			46,342


DEFERRED CREDITS AND OTHER
Pension liability		6,696																																																		6,696
Other		2,620																																																		2,620

Total deferred credits		9,316			—		—		—			—		—			—			—		—			—			—			—			—			—		—		—			—		—			—			9,316


COMMON STOCK EQUITY
Common stock		150,054																																																		150,054
Retained earnings		(194,269	)		10,021		204		546			368		(2,916	)		5,585			1,270		55,014			78,985			2,935			65,194			13,685			293		26,857		3,228			29,538		35,438			(62,769	)(c)		69,207

Total common stock equity		(44,215	)		10,021		204		546			368		(2,916	)		5,585			1,270		55,014			78,985			2,935			65,194			13,685			293		26,857		3,228			29,538		35,438			(62,769	)		219,261



TOTAL LIABILITIES AND EQUITY	$	68,705		$	11,067	$	279	$	537		$	10,545	$	7,779		$	10,161		$	9,376	$	16,544		$	96,176		$	3,409		$	102,985		$	4,355		$	455	$	41,138	$	3,269		$	31,712	$	37,519		$	(4,777	)	$	451,234

EXPLANATIONS OF ELIMINATIONS AND ADJUSTMENTS

(a)		Elimination of intercompany receivables and payables.

(b)		Miscellaneous reclassifications.

(c)		Elimination of investment in subsidiaries.

EL DORADO INVESTMENT COMPANY
CONSOLIDATING INCOME STATEMENT (dollars in thousands)
(UNAUDITED)


					ELIMINATIONS and
Year ended December 31, 2004	EL DORADO		NAC		ADJUSTMENTS			TOTAL


REVENUES
NAC revenue	$	—	$	31,254	$	(31,254	)(c)	$	—
Equity in earnings of investees		273				(753	)(a)		(480	)
Partnership income		266							266
Interest income		2,088				(2,088	)(b)		—
Gain (loss) on investment		38,624				(4,030	)(c)		34,594
CMA revenue		111							111
Miscellaneous income		47							47

Total		41,409		31,254		(38,125	)		34,538


OTHER EXPENSES AND DEDUCTIONS
NAC operating expenses				21,463		(21,463	)(c)		—
Depreciation and amortization				1,097		(1,097	)(c)		—
Interest expense and other		324		2,221		(2,221	)(c)		324
General and administrative — net		959		5,133		(5,133	)(c)		959

Total		1,283		29,914		(29,914	)		1,283


INCOME BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS		40,126		1,340		(8,211	)(c)		33,255


INCOME TAXES		—		148		(148	)(c)		—

TOTAL DISCONTINUED OPERATIONS		—		—		6,871	(c)		6,871


NET INCOME	$	40,126	$	1,192	$	(1,192	)	$	40,126

EXPLANATIONS OF ELIMINATIONS AND ADJUSTMENTS

(a)	Elimination of equity in earnings of subsidiary.

(b)	Elimination of intercompany interest income and expense.

(c)	NAC was sold in the fourth quarter of 2004 and was reclassified as discontinued operations.

A-8

EL DORADO INVESTMENT COMPANY
CONSOLIDATING BALANCE SHEETS (dollars in thousands)
(UNAUDITED)


December 31, 2004	EL DORADO

ASSETS

CURRENT ASSETS
Accounts receivable	$	47
Other assets		139

Total current assets		186


INVESTMENTS AND OTHER ASSETS

Investments		23,309

Total investments and other		23,309



TOTAL ASSETS	$	23,495


LIABILITIES AND EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	27
Accounts payable — PWCC		1,169
Intercompany loan payable -PWCC		19,457
Taxes payable		(5,974	)

Total current liabilities		14,679


EQUITY
Common stock		10
Additional paid in capital		14,036
Retained earnings		(5,230	)

Total equity		8,816


TOTAL LIABILITIES AND EQUITY	$	23,495

EXPLANATIONS OF ELIMINATIONS AND ADJUSTMENTS

Note: NAC was sold in the fourth quarter of 2004 and was reclassified as discontinued operations.

A-9

APS ENERGY SERVICES
CONSOLIDATING INCOME STATEMENT (dollars in thousands)
(UNAUDITED)


							ELIMINATIONS and
Year ended December 31, 2004	APSES			NORTHWIND			ADJUSTMENTS			Total

OPERATING REVENUES
Electric sales	$	173,588		$	—		$	—		$	173,588
Products and services		36,618									36,618
Northwind					5,806						5,806
Other		392									392

Total		210,598			5,806			—			216,404


OPERATING EXPENSES
Electric sales		159,594									159,594
Products and services		31,080									31,080
Northwind					2,995						2,995
Other		33									33

Total		190,707			2,995			—			193,702


GROSS MARGIN		19,891			2,811			—			22,702


OTHER OPERATING EXPENSES
Labor		7,484			1,023						8,507
Other O&M		7,684			1,244						8,928
Depreciation and amortization		930			915						1,845

Total		16,098			3,182			—			19,280


OPERATING INCOME		3,793			(371	)		—			3,422


INTEREST AND OTHER EXPENSES
Interest on long-term debt		—			12						12
Interest on short-term borrowings		1,599			1						1,600
Capitalized interest		(65	)								(65	)
Other income		(2,656	)					(1	)		(2,657	)
Other expense		111									111
Investment (gain)/loss		257						(383	) (a)		(126	)

Total		(754	)		13			(384	)		(1,125	)


INCOME BEFORE INCOME TAXES		4,547			(384	)		384			4,547
INCOME TAXES		1,689									1,689


NET INCOME	$	2,858		$	(384	)	$	384		$	2,858

EXPLANATIONS OF ELIMINATIONS AND ADJUSTMENTS

(a) Elimination of equity in earnings of subsidiary.

A-10

APS ENERGY SERVICES
CONSOLIDATING BALANCE SHEET (dollars in thousands)
(UNAUDITED)


							ELIMINATIONS and
December 31, 2004	APSES			NORTHWIND			ADJUSTMENTS			Total

ASSETS
CURRENT ASSETS
Cash	$	(551	)	$	551		$	—		$	—
Customer & other receivables		24,873			1,082			(2,898)	(a)		23,057
Allowance for doubtful accounts		(252	)		—						(252	)
Accrued revenue		17,073			—						17,073
Other current assets		(389	)		—						(389	)

Total current assets		40,754			1,633			(2,898	)		39,489

INVESTMENTS		27,884			—			(27,469)	(b)		415

Property, plant & equipment		915			30,133						31,048
Less accumulated depreciation and amortization		(838	)		(2,390	)					(3,228	)

Total		77			27,743			—			27,820
Construction work in progress		5,143			2,335						7,478
Intangible assets, net of accumulated amortization		1,335			—						1,335

Total property — net		6,555			30,078			—			36,633

TOTAL ASSETS	$	75,193		$	31,711		$	(30,367	)	$	76,537

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	11,685		$	1,317		$	—		$	13,002
Accrued taxes		(1,377	)		27						(1,350	)
Short-term borrowings		2,771			—						2,771
Other current liabilities		15,496			2,898			(2,898)	(a)		15,496

Total current liabilities		28,575			4,242			(2,898	)		29,919

Deferred income taxes		2,250									2,250
Other deferred credits		(209	)								(209	)
Pension liability		263									263

Total non-current liabilities		2,304			—			—			2,304
EQUITY
Common stock		1			—						1
Equity		29,466			27,809			(27,809)	(b)		29,466
Retained earnings		14,847			(340	)		340	(b)		14,847

Total equity		44,314			27,469			(27,469	)		44,314

TOTAL LIABILITIES & EQUITY	$	75,193		$	31,711		$	(30,367	)	$	76,537

EXPLANATIONS OF ELIMINATIONS AND ADJUSTMENTS

(a) Elimination of intercompany receivables and payables.

(b) Elimination of investment in subsidiary.

A-11

EXHIBIT B

(ORGANIZATIONAL CHART)

B-1

SUNCOR ORGANIZATIONAL CHART

(ORGANIZATIONAL CHART)

B-2

EXHIBIT C

(MAP)

C-1