PNW 10-K Annual Report Dec. 31, 2022 | Alphaminr
PINNACLE WEST CAPITAL CORP

PNW 10-K Fiscal year ended Dec. 31, 2022

PINNACLE WEST CAPITAL CORP
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PROXIES
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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. [reserved]Item 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 SchedulesItem 16. Form 10-k Summary

Exhibits

10.2(5)b 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(2)b 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(2)(a)b 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(2)(b)b 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(1)b Pinnacle WestAPS Offer of Employment Letter dated July 19, 2018 between Pinnacle West and Robert E. Smith 10.4.5 to Pinnacle West/APS 2019 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/21/2020 10.4(2)b Pinnacle WestAPS Supplemental Agreement dated October 17, 2018 between Pinnacle West and Robert E. Smith 10.4.6 to Pinnacle West/APS 2019 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/21/2020 10.4(3)b Pinnacle WestAPS Discretionary Credit Award Agreement dated June 19, 2019 between Pinnacle West and Theodore Geisler 10.4.4 to Pinnacle West/APS 2020 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2021 10.4(4)b Pinnacle WestAPS Retention Agreement dated December 19, 2008 between APS and Maria Lacal 10.4.5a to Pinnacle West/APS 2021 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2021 10.4(5)b Pinnacle WestAPS First Amendment to the Retention Agreement dated May 24, 2011 between APS and Maria Lacal 10.4.5b to Pinnacle West/APS 2021 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2021 10.4(6)(a)b Pinnacle WestAPS Medical Retention Agreement dated October 31, 2014 between APS and Maria Lacal 10.4.6 to Pinnacle West/APS 2021 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2021 10.4(6)(b)b Pinnacle WestAPS Discretionary Credit Award Agreement dated October 31, 2014 between APS and Maria Lacal 10.4.7 to Pinnacle West/APS 2021 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2021 10.4(7)b Pinnacle WestAPS Discretionary Credit Award Agreement dated September 29, 2016 between APS and Maria Lacal 10.4.8 to Pinnacle West/APS 2021 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2021 10.4(8)b Pinnacle WestAPS Offer of Employment Letter dated May 19, 2022 between APS and Adam Heflin 10.4(9)b Pinnacle WestAPS Discretionary Credit Award Agreement datedJune 21, 2019between APS andJacob Tetlow 10.4(10)b Pinnacle WestAPS First Amendment to Discretionary Credit Award Agreement dated February 21, 2021 between APS and Jacob Tetlow 10.5(1)(a)bd 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(2)bd 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(3)bd 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(4)bd 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 Report, File Nos. 1-8962 and 1-4473 2/22/2013 10.5(5)bd Pinnacle WestAPS Formof Key Executive Employment and Severance Agreement between PinnacleWest and certain officers of Pinnacle West and its subsidiaries 10.4 to Pinnacle West/APS June 30, 2021 Form 10-Q Report, File Nos. 1-8962 and 1-4473 8/5/2021 10.6(1)b 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(1)(a)b 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(1)(b)bd 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(1)(c)bd 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(1)(d)bd 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(1)(e)bd 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(1)(f)bd 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(1)(g)bd 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(2)b 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(3)b 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(4)bd Pinnacle WestAPS Summary of 2023Variable Incentive Plan and Officer Variable Incentive Plan 10.6(5)b 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(5)(a)bd 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(5)(b)bd 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(5)(c)bd 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(5)(d)bd 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(5)(e)bd 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(5)(f)bd 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(5)(g)bd 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(5)(h)bd Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.2 to Pinnacle West/APS March31, 2019 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/1/2019 10.6(5)(i)bd Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.3 to Pinnacle West/APS March31, 2019 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/1/2019 10.6(5)(j)bd Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.1 to Pinnacle West/APS March31, 2020 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/8/2020 10.6(5)(k)bd Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.6.5k to Pinnacle West/APS 2020 Form10-K Report, File Nos. 1-8962 and 1-4473 2/24/2021 10.6(5)(l)bd Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan 10.6.5l to Pinnacle West/APS 2020 Form10-K Report, File Nos. 1-8962 and 1-4473 2/24/2021 10.6(5)(n)bd Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan 10.6.5n to Pinnacle West/APS 2020 Form10-K Report, File Nos. 1-8962 and 1-4473 2/25/2022 10.6(5)(o)bd Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan 10.6.5o to Pinnacle West/APS 2020 Form10-K Report, File Nos. 1-8962 and 1-4473 2/25/2022 10.6(5)(p)bd Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan 10.6.5p to Pinnacle West/APS 2020 Form10-K Report, File Nos. 1-8962 and 1-4473 2/25/2022 10.6(5)(q)bd Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan 10.6.5q to Pinnacle West/APS 2020 Form10-K Report, File Nos. 1-8962 and 1-4473 2/25/2022 10.6(5)(r)bd Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan 10.6.5r to Pinnacle West/APS 2020 Form10-K Report, File Nos. 1-8962 and 1-4473 2/25/2022 10.6(5)(s)bd Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan 10.6.5s to Pinnacle West/APS 2020 Form10-K Report, File Nos. 1-8962 and 1-4473 2/25/2022 10.6(5)(t)bd 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(5)(u)bd 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(5)(v)bd 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(1)(c) 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(1)(d) 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 10.7(4)(a) Pinnacle WestAPS Four Corners Project Co-Tenancy Agreement, conformed copy up through and including Amendment No. 13, dated June 25, 2021, among APS, Public Service Company of New Mexico, SRP, Tucson Electric Power Company and Navajo 10.5 to Pinnacle West/APS June 30, 2021 Form 10-Q Report, File Nos. 1-8962 and 1-4473 8/5/2021 10.9(1)(c) 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(1)(d) 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 APS Term Loan Agreement dated as of February 26, 2019 among APS, as Borrower, SunTrust Bank, as Agent, SunTrust Bank, TD Bank, N.A., U.S. Bank National Association and The Bank of Nova Scotia, as Co-Syndication Agents and such institutions compromising the lenders party thereto 10.1 to Pinnacle West/APS March 31, 2019 Form10-Q Report, File Nos. 1-8962 and 1-4473 5/1/2019 10.11(2) Pinnacle West Amended and Restated Five-Year Credit Agreements dated as of May 28, 2021, among Pinnacle West, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto 10.1 to Pinnacle West/APS June 30, 2021 Form 10-Q Report, File Nos. 1-8962 and 1-4473 8/5/2021 10.11(3) Pinnacle WestAPS Amended and Restated Five-Year Credit Agreement dated as of May 28, 2021, among APS, as Borrower, Barclays Bank PLC, as Agent, Co-Sustainability Structuring Agent and Issuing Bank, and the lenders and other parties thereto 10.2 to Pinnacle West/APS June 30, 2021 Form 10-Q Report, File Nos. 1-8962 and 1-4473 8/5/2021 10.11(4) Pinnacle WestAPS Five-Year Credit Agreement dated as of May 28, 2021, among APS, as Borrower, Barclays Bank PLC, as Agent, Co-Sustainability Structuring Agent and Issuing Bank, and the lenders and other parties thereto 10.3 to Pinnacle West/APS June 30, 2021 Form 10-Q Report, File Nos. 1-8962 and 1-4473 8/5/2021 10.12(1)(d)c 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(1)(e)c 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(2)(c) 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 10.12(2)(d) Pinnacle WestAPS 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 10.1 to Pinnacle West/APS March 31, 2021 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/5/2021 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 Jeffrey B. Guldner, Chief Executive Officer, pursuant to Rule13a-14(a)and Rule15d-14(a)of the Securities Exchange Act, as amended 31.2 Pinnacle West Certificate ofAndrew Cooper, Chief Financial Officer, pursuant to Rule13a-14(a)and Rule15d-14(a)of the Securities Exchange Act, as amended 31.3 APS Certificate of Jeffrey B. Guldner, Chief Executive Officer, pursuant to Rule13a-14(a)and Rule15d-14(a)of the Securities Exchange Act, as amended 31.4 APS Certificate ofAndrew Cooper, 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