PNW 10-K Annual Report Dec. 31, 2018 | Alphaminr
PINNACLE WEST CAPITAL CORP
ALPHAMINR

PNW 10-K Fiscal year ended Dec. 31, 2018

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PINNACLE WEST CAPITAL CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrants Common Equity, RelatedItem 6. Selected Financial DataItem 7. Management S Discussion and AnalysisItem 7A. Quantitative and QualitativeItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with AccountantsItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive OfficersItem 11. Executive CompensationItem 12. Security Ownership OfItem 13. Certain Relationships and RelatedItem 14. Principal AccountantPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

10.2.5b Pinnacle WestAPS Deferred Compensation Plan of 2005 for Employees of PinnacleWest Capital Corporation and Affiliates (as amended and restated effective January 1, 2016) 10.2.5 to Pinnacle West/APS 2015 Form10-K Report, File Nos. 1-8962 and 1-4473 2/19/2016 10.3.2b Pinnacle WestAPS Pinnacle West Capital Corporation Supplemental Excess Benefit Retirement Plan of 2005 (as amended and restated effective January 1, 2016) 10.3.2 to Pinnacle West/APS 2015 Form10-K Report, File Nos. 1-8962 and 1-4473 2/19/2016 10.3.2ab Pinnacle WestAPS First Amendment to the Pinnacle West Capital Corporation Supplemental Excess Benefit Retirement Plan of 2005 (as amended and restated effective January 1, 2016) 10.3.2a to Pinnacle West/APS 2016 Form10-K Report, File Nos. 1-8962 and 1-4473 2/24/2017 10.3.2bb Pinnacle WestAPS Second Amendment to the Pinnacle West Capital Corporation Supplemental Excess Benefit Retirement Plan of 2005 (as amended and restated effective January 1, 2016) 10.3.2b to Pinnacle West/APS 2017 Form10-K Report, File Nos. 1-8962 and 1-4473 2/23/2018 10.4.1b Pinnacle WestAPS Letter Agreement dated June17, 2008 between PinnacleWest/APS and James R. Hatfield 10.1 to Pinnacle West/APS June30, 2008 Form10-Q Report, File Nos. 1-8962 and 1-4473 8/7/2008 10.4.2b APS Retention Agreement dated December 19, 2008 between APS and Robert Bement 10.4.3b APS Discretionary Credit Award Agreement dated October 20, 2014 between APS and Robert Bement 10.5.1abd Pinnacle WestAPS Formof Amended and Restated Key Executive Employment and Severance Agreement between Pinnacle West and certain officers of Pinnacle West and its subsidiaries 10.4 to Pinnacle West/APS September30, 2007 Form10-Q Report, File Nos. 1-8962 and 1-4473 11/6/2007 10.5.2bd Pinnacle WestAPS Formof Key Executive Employment and Severance Agreement between PinnacleWest and certain officers of Pinnacle West and its subsidiaries 10.3 to Pinnacle West/APS September30, 2007 Form10-Q Report, File Nos. 1-8962 and 1-4473 11/6/2007 10.5.3bd Pinnacle WestAPS Formof Key Executive Employment and Severance Agreement between PinnacleWest and certain officers of Pinnacle West and its subsidiaries 10.5.3 to Pinnacle West/APS 2009 Form10-K Report, File Nos. 1-8962 and 1-4473 2/19/2010 10.5.4bd Pinnacle WestAPS Formof Key Executive Employment and Severance Agreement between PinnacleWest and certain officers of Pinnacle West and its subsidiaries 10.5.4 to Pinnacle West/APS 2012 Form10-K, File Nos. 1-8962 and 1-4473 2/22/2013 10.6.1b Pinnacle West Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan Appendix B to the Proxy Statement for Pinnacle Wests 2007 Annual Meeting of Shareholders, File No.1-8962 4/20/2007 10.6.1ab Pinnacle West First Amendment to the PinnacleWest Capital Corporation 2007 Long-Term Incentive Plan 10.2 to Pinnacle West/APS April18, 2007 Form8-K Report, File No.1-8962 4/20/2007 10.6.1bbd Pinnacle WestAPS Performance Share Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan 10.3 to Pinnacle West/APS March31, 2009 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/5/2009 10.6.1cbd Pinnacle West Formof Performance Share Agreement under the PinnacleWest Capital Corporation 2007 Long-Term Incentive Plan 10.1 to Pinnacle West/APS June30, 2010 Form10-Q Report, File No.1-8962 8/3/2010 10.6.1dbd Pinnacle West Formof Restricted Stock Unit Agreement under the PinnacleWest Capital Corporation 2007 Long-Term Incentive Plan 10.2 to Pinnacle West/APS June30, 2010 Form10-Q Report, File No.1-8962 8/3/2010 10.6.1ebd Pinnacle West Formof Performance Share Agreement under the PinnacleWest Capital Corporation 2007 Long-Term Incentive Plan 10.4 to Pinnacle West/APS March31, 2011 Form10-Q Report, File No.1-8962 4/29/2011 10.6.1fbd Pinnacle West Formof Restricted Stock Unit Agreement under the PinnacleWest Capital Corporation 2007 Long-Term Incentive Plan 10.5 to Pinnacle West/APS March31, 2011 Form10-Q Report, File No.1-8962 4/29/2011 10.6.1gbd Pinnacle West Formof Restricted Stock Unit Agreement under the PinnacleWest Capital Corporation 2007 Long-Term Incentive Plan (Supplemental 2010 Award) 10.6 to Pinnacle West/APS March31, 2011 Form10-Q Report, File No.1-8962 4/29/2011 10.6.2b Pinnacle West Description of Annual Stock Grants to Non-Employee Directors 10.1 to Pinnacle West/APS September30, 2007 Form10-Q Report, File No.1-8962 11/6/2007 10.6.3b Pinnacle West Description of Annual Stock Grants to Non-Employee Directors 10.2 to Pinnacle West/APS June30, 2008 Form10-Q Report, File No.1-8962 8/7/2008 10.6.4bd Pinnacle WestAPS Summary of 2019 Variable Incentive Plan and Officer Variable Incentive Plan 10.6.5 Pinnacle West Description of Restricted Stock Unit Grant to DonaldE. Brandt Pinnacle West/APS December24, 2012 Form8-K Report, File No.1-8962 12/26/2012 10.6.6b Pinnacle WestAPS Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan Appendix A to the Proxy Statement for Pinnacle Wests 2012 Annual Meeting of Shareholders, File No.1-8962 3/29/2012 10.6.6abd Pinnacle West Formof Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.1 to Pinnacle West/APS March31, 2012 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/3/2012 10.6.6bbd Pinnacle West Formof Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.2 to Pinnacle West/APS March31, 2012 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/3/2012 10.6.6cbd Pinnacle West Formof Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.6.8c to Pinnacle West/APS 2013 Form10-K Report, File Nos. 1-8962 and 1-4473 2/21/2014 10.6.6dbd Pinnacle West Formof Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.6.8d to Pinnacle West/APS 2013 Form10-K Report, File Nos. 1-8962 and 1-4473 2/21/2014 10.6.6ebd Pinnacle West Formof Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.6.6e to Pinnacle West/APS 2015 Form10-K Report, File Nos. 1-8962 and 1-4473 2/19/2016 10.6.6fbd Pinnacle West Formof Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.6.6f to Pinnacle West/APS 2016 Form10-K Report, File Nos. 1-8962 and 1-4473 2/24/2017 10.6.6gbd Pinnacle West Formof Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.6.6g to Pinnacle West/APS 2016 Form10-K Report, File Nos. 1-8962 and 1-4473 2/24/2017 10.6.6hbd Pinnacle West Master Amendment to Performance Share Agreements 10.3 to Pinnacle West/APS March31, 2012 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/3/2012 10.6.6ibd Pinnacle West Master Amendment to Restricted Stock Unit Agreements 10.4 to Pinnacle West/APS March31, 2012 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/3/2012 10.6.6jbd Pinnacle West Performance Cash Award Agreement, dated May 10, 2017, between Pinnacle West and Donald E. Brandt 10.1 to Pinnacle West/APS June 30, 2017 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/2/2017 10.6.6kbd Pinnacle West First Amendment to the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan Appendix A to the Proxy Statement for Pinnacle Wests 2017 Annual Meeting of Shareholders, File No. 1-8962 3/31/2017 10.7.1c Pinnacle WestAPS Amendment and Supplement No.2 to Supplemental and Additional Indenture of Lease with the Navajo Nation dated March7, 2011 10.1 to Pinnacle West/APS March31, 2011 Form10-Q Report, File Nos. 1-8962 and 1-4473 4/29/2011 10.7.1d Pinnacle WestAPS Amendment and Supplement No.3 to Supplemental and Additional Indenture of Lease with the Navajo Nation dated March7, 2011 10.2 to Pinnacle West/APS March31, 2011 Form10-Q Report, File Nos. 1-8962 and 1-4473 4/29/2011 10.7.4 Pinnacle WestAPS Four Corners Project Co-Tenancy Agreement, conformed copy up through and including Amendment No. 11, dated June 30, 2018, among APS, Public Service Company of New Mexico, SRP, Tucson Electric Power Company and Navajo Transitional Energy Company, LLC 10.7.4c to Pinnacle West/APS June 30, 2018 Form10-Q Report, File Nos. 1-8962 and 1-4473 8/3/2018 10.9.1c Pinnacle WestAPS Amendment No.15, dated November29, 2010, to ANPP Participation Agreement, dated August23, 1973, among APS, SRP, SCE, Public Service Company of New Mexico, El Paso, Southern California Public Power Authority, and Department of Water and Power of the City of Los Angeles 10.9.1c to Pinnacle West/APS 2010 Form10-K Report, File Nos. 1-8962 and 1-4473 2/18/2011 10.9.1d Pinnacle WestAPS Amendment No. 16, dated April 28, 2014, to ANPP Participation Agreement, dated August 23, 1973, among APS, SRP, SCE, Public Service Company of New Mexico, El Paso, Southern California Public Power Authority, and Department of Water and Power of the City of Los Angeles 10.2 to Pinnacle West/APS March 31, 2014 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/2/2014 10.11.1 Pinnacle West Term Loan Agreement dated as of December 21, 2018 among Pinnacle West, as Borrower, KeyBank National Association, as Agent, PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Syndication Agents and such institutions compromising the lenders party thereto 10.11.2 Pinnacle West Five-Year Credit Agreement dated as of July 12, 2018, among Pinnacle West, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto 10.3 to Pinnacle West/APS June 30, 2018 Form10-Q Report, File Nos. 1-8962 and 1-4473 8/3/2018 10.11.3 Pinnacle West 364-day Credit Agreement dated as of June 28, 2018, among Pinnacle West, as Borrower, MUFG Bank, Ltd., as Agent and Issuing Bank, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Co-Syndication Agent 10.1 to Pinnacle West/APS June 30, 2018 Form10-Q Report, File Nos. 1-8962 and 1-4473 8/3/2018 10.11.4 Pinnacle WestAPS Five-Year Credit Agreement dated as of June 29, 2017 among APS, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto 10.2 to Pinnacle West/APS June 30, 2017 Form10-Q Report, File Nos. 1-8962 and 1-4473 8/3/2017 10.11.4a Pinnacle WestAPS Amendment No. 1, dated July 13, 2018, to Five-Year Credit Agreement dated as of June 29, 2017, among APS, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto 10.11.4a to Pinnacle West/APS June 30, 2018 Form10-Q Report, File Nos. 1-8962 and 1-4473 8/3/2018 10.11.5 Pinnacle WestAPS Five-Year Credit Agreement dated as of July 12, 2018 among APS, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto 10.4 to Pinnacle West/APS June 30, 2018 Form10-Q Report, File Nos. 1-8962 and 1-4473 8/3/2018 10.12.1dc Pinnacle WestAPS Amendment No. 4, dated as of September 30, 2015, to Facility Lease, dated as of August1, 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 Owner Trustee under a Trust Agreement with Emerson Finance LLC, as Lessor, and APS, as Lessee 10.2 to Pinnacle West/APS September 30, 2015 Form10-Q Report, File Nos. 1-8962 and 1-4473 10/30/2015 10.12.1ec Pinnacle WestAPS Amendment No. 3, dated as of September 30, 2015, to Facility Lease, dated as of August1, 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 Owner Trustee under a Trust Agreement with Security Pacific Capital Leasing Corporation, as Lessor, and APS, as Lessee 10.3 to Pinnacle West/APS September 30, 2015 Form10-Q Report, File Nos. 1-8962 and 1-4473 10/30/2015 10.12.2c Pinnacle WestAPS Amendment No. 3, dated July 10, 2014, 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 10.2 to Pinnacle West/APS June 30, 2014 Form10-Q Report, File Nos. 1-8962 and 1-4473 7/31/2014 10.13.4 Pinnacle WestAPS Operating Agreement for the Co-Ownership of Wastewater Effluent dated November16, 2000 by and between APS and SRP 10.105 to Pinnacle West/APS 2004 Form10-K Report, File Nos. 1-8962 and 1-4473 3/16/2005 10.13.5 Pinnacle WestAPS Municipal Effluent Purchase and Sale Agreement dated April29, 2010, by and between City of Phoenix, City of Mesa, City of Tempe, City of Scottsdale, City of Glendale, APS and SRP 10.1 to Pinnacle West/APS March31, 2010 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/6/2010 10.16 Pinnacle WestAPS Purchase and Sale Agreement dated November8, 2010 by and between SCE and APS 10.1 to Pinnacle West/APS November8, 2010 Form8-K Report, File Nos. 1-8962 and 1-4473 11/8/2010 10.17 Pinnacle WestAPS Proposed Settlement Agreement dated January6, 2012 by and among APS and certain parties to its retail rate case (approved by ACC Order No.73183) 10.17 to Pinnacle West/APS 2011 Form10-K Report, File Nos. 1-8962 and 1-4473 2/24/2012 10.18 Pinnacle WestAPS Proposed Settlement Agreement dated March 27, 2017 by and among APS and certain parties to its retail rate case (approved by ACC Order No.76295) 10.1 to Pinnacle West/APS March31, 2017 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/2/2017 10.19 Pinnacle West Purchase and Sale Agreement, dated June 29, 2018, by and between Navajo Transitional Energy Company, LLC and 4CA 10.2 to Pinnacle West/APS June 30, 2018 Form10-Q Report, File Nos. 1-8962 and 1-4473 8/3/2018 21.1 Pinnacle West Subsidiaries of Pinnacle West 23.1 Pinnacle West Consent of Deloitte& Touche LLP 23.2 APS Consent of Deloitte& Touche LLP 31.1 Pinnacle West Certificate of Donald E. Brandt, Chief Executive Officer, pursuant to Rule13a-14(a)and Rule15d-14(a)of the Securities Exchange Act, as amended 31.2 Pinnacle West Certificate of JamesR. Hatfield, Chief Financial Officer, pursuant to Rule13a-14(a)and Rule15d-14(a)of the Securities Exchange Act, as amended 31.3 APS Certificate of DonaldE. Brandt, Chief Executive Officer, pursuant to Rule13a-14(a)and Rule15d-14(a)of the Securities Exchange Act, as amended 31.4 APS Certificate of JamesR. Hatfield, Chief Financial Officer, pursuant to Rule13a-14(a)and Rule15d-14(a)of the Securities Exchange Act, as amended 32.1e Pinnacle West Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2e APS Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002