Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78a et seq .) is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Pinnacle West’s management, with the participation of Pinnacle West’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of Pinnacle West’s disclosure controls and procedures as of December 31, 2021. Based on that evaluation, Pinnacle West’s Chief Executive Officer and Chief Financial Officer have concluded that, as of that date, Pinnacle West’s disclosure controls and procedures were effective.
APS’s management, with the participation of APS’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of APS’s disclosure controls and procedures as of December 31, 2021. Based on that evaluation, APS’s Chief Executive Officer and Chief Financial Officer have concluded that, as of that date, APS’s disclosure controls and procedures were effective.
(b) Management’s Annual Reports on Internal Control Over Financial Reporting
Reference is made to “Management’s Report on Internal Control over Financial Reporting (Pinnacle West Capital Corporation)” in Item 8 of this report and “Management’s Report on Internal Control over Financial Reporting (Arizona Public Service Company)” in Item 8 of this report.
(c) Attestation Reports of the Registered Public Accounting Firm
Reference is made to “Report of Independent Registered Public Accounting Firm” in Item 8 of this report and “Report of Independent Registered Public Accounting Firm” in Item 8 of this report on the internal control over financial reporting of Pinnacle West and APS, respectively.
(d) Changes In Internal Control Over Financial Reporting
No change in Pinnacle West’s or APS’s internal control over financial reporting occurred during the fiscal quarter ended December 31, 2021, that materially affected, or is reasonably likely to materially affect, Pinnacle West’s or APS’s internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE OF PINNACLE WEST
Reference is hereby made to “Information About Our Board and Corporate Governance” and “Proposal 1 — Election of Directors” in the Pinnacle West Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 18, 2022 (the “2022 Proxy Statement”) and to the “Information about our Executive Officers” section in Part I of this report.
Pinnacle West has adopted a Code of Ethics for Financial Executives that applies to financial executives including Pinnacle West’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, Treasurer, and General Counsel, the President and Chief Operating Officer of APS and other persons designated as financial executives by the Chair of the Audit Committee. The Code of Ethics for Financial Executives is posted on Pinnacle West’s website ( www.pinnaclewest.com) . Pinnacle West intends to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code of Ethics for Financial Executives by posting such information on Pinnacle West’s website.
ITEM 11. EXECUTIVE COMPENSATION
Reference is hereby made to “Director Compensation,” “Executive Compensation,” and “Human Resources Committee Interlocks and Insider Participation” in the 2022 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Reference is hereby made to “Ownership of Pinnacle West Stock” in the 2022 Proxy Statement.
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Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2021, with respect to the the 2021 Plan, 2012 Plan, the 2007 Plan, under which our equity securities are outstanding or currently authorized for issuance.
Equity Compensation Plan Information
Plan Category Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
Weighted-
average exercise price
of outstanding
options,
warrants and
rights
(b)
Number of
securities remaining
available for future
issuance under
equity
compensation plans
(excluding
securities reflected
in column (a))
(c)
Equity compensation plans approved by security holders 1,243,225 — 1,241,996
Equity compensation plans not approved by security holders — — —
Total 1,243,225 — 1,241,996
(a) This amount includes shares subject to outstanding performance share awards and restricted stock unit awards at the maximum amount of shares issuable under such awards. However, payout of the performance share awards is contingent on the Company reaching certain levels of performance during a three-year performance period. If the performance criteria for these awards are not fully satisfied, the award recipient will receive less than the maximum number of shares available under these grants and may receive nothing from these grants.
(b) The weighted-average exercise price in this column does not take performance share awards or restricted stock unit awards into account, as those awards have no exercise price.
(c) Awards under the 2021 Plan can take the form of options, stock appreciation rights, restricted stock, performance shares, performance share units, performance cash, stock grants, stock units, dividend equivalents, and restricted stock units. Additional shares cannot be awarded under the 2012 Plan and the 2007 Plan. However, if an award under the 2012 Plan or the 2007 Plan is forfeited, terminated or canceled or expires, the shares subject to such award, to the extent of the forfeiture, termination, cancellation, or expiration, may be added back to the shares available for issuance under the 2021 Plan.
Equity Compensation Plans Approved By Security Holders
Amounts in column (a) in the table above include shares subject to awards outstanding under three equity compensation plans that were previously approved by our shareholders: (a) the 2007 Plan, which was approved by our shareholders at our 2007 annual meeting of shareholders and under which no new stock awards may be granted; (b) the 2012 Plan, as amended, which was approved by our shareholders at our 2012 annual meeting of shareholders and the first amendment to the 2012 Plan was approved by our shareholders at our 2017 annual meeting of shareholders and under which no new stock awards may be granted; and (c) the 2021 Plan which was approved by our shareholders at our 2021 annual meeting of shareholders. See Note 15 of the Notes to Consolidated Financial Statements for additional information regarding these plans.
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Equity Compensation Plans Not Approved by Security Holders
The Company does not have any equity compensation plans under which shares can be issued that have not been approved by the shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Reference is hereby made to “Information About Our Board and Corporate Governance” and “Related Party Transactions” in the 2022 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT
FEES AND SERVICES
Pinnacle West
Reference is hereby made to “Audit Matters — Audit Fees and — Pre-Approval Policies” in the 2022 Proxy Statement.
APS
The following fees were paid to APS’s independent registered public accountants, Deloitte & Touche LLP, for the last two fiscal years:
Type of Service 2021 2020
Audit Fees (1) $ 2,580,260 $ 2,414,909
Audit-Related Fees (2) 333,905 323,067
(1) The aggregate fees billed for services rendered for the audit of annual financial statements and for review of financial statements included in Reports on Form 10-Q.
(2) The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not included in Audit Fees reported above, which primarily consist of fees for employee benefit plan audits performed in 2021 and 2020.
Pinnacle West’s Audit Committee pre-approves each audit service and non-audit service to be provided by APS’s registered public accounting firm. The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve audit and non-audit services to be performed by the independent public accountants if the services are not expected to cost more than $100,000. The Chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All of the services performed by Deloitte & Touche LLP for APS in 2021 were pre-approved by the Audit Committee or the Chair consistent with the pre-approval policy.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements and Financial Statement Schedules
See the Index to Financial Statements and Financial Statement Schedule in Part II, Item 8.
Exhibits Filed
The documents listed below are being filed or have previously been filed on behalf of Pinnacle West or APS and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith.
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
3.1 Pinnacle West Articles of Incorporation, restated as of May 21, 2008
3.1 to Pinnacle West/APS June 30, 2008 Form 10-Q Report, File No. 1-8962 8/7/2008
3.2 Pinnacle West Pinnacle West Capital Corporation Bylaws, amended as of February 19, 2020
3.1 to Pinnacle West/APS February 25, 2020 Form 8-K Report, File Nos. 1-8962 and 1-4473 2/25/2020
3.3 APS Articles of Incorporation, restated as of May 25, 1988 4.2 to APS’s Form 18 Registration Nos. 33-33910 and 33-55248 by means of September 24, 1993 Form 8-K Report, File No. 1-4473 9/29/1993
3.3.1 APS Amendment to the Articles of Incorporation of Arizona Public Service Company, amended May 16, 2012
3.1 to Pinnacle West/APS May 22, 2012 Form 8-K Report, File Nos. 1-8962 and 1-4473 5/22/2012
3.4 APS Arizona Public Service Company Bylaws, amended as of December 16, 2008
3.4 to Pinnacle West/APS December 31, 2008 Form 10-K, File No. 1-4473 2/20/2009
4.1 Pinnacle West Specimen Certificate of Pinnacle West Capital Corporation Common Stock, no par value
4.1 to Pinnacle West June 20, 2017 Form 8-K Report, File No. 1-8962
6/20/2017
4.2 Pinnacle West
APS Indenture dated as of January 1, 1995 among APS and The Bank of New York Mellon, as Trustee
4.6 to APS’s Registration Statement Nos. 33-61228 and 33-55473 by means of January 1, 1995 Form 8-K Report, File No. 1-4473 1/11/1995
4.3 Pinnacle West
APS Indenture dated as of November 15, 1996 between APS and The Bank of New York, as Trustee
4.5 to APS’s Registration Statements Nos. 33-61228, 33-55473, 33-64455 and 333- 15379 by means of November 19, 1996 Form 8-K Report, File No. 1-4473 11/22/1996
4.4 Pinnacle West Indenture dated as of December 1, 2000 between the Company and The Bank of New York, as Trustee, relating to Senior Unsecured Debt Securities
4.1 to Pinnacle West’s Registration Statement No. 333-52476 12/21/2000
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Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
4.4a Pinnacle West Fourth Supplemental Indenture dated as of June 17, 2020
4.1 to Pinnacle West June 10, 2020 Form 8-K Report, File No. 1-8962 6/16/2020
4.5 Pinnacle West Indenture dated as of December 1, 2000 between the Company and The Bank of New York, as Trustee, relating to Subordinated Unsecured Debt Securities
4.2 to Pinnacle West’s Registration Statement No. 333-52476 12/21/2000
4.6 Pinnacle West
APS Indenture dated as of January 15, 1998 between APS and The Bank of New York Mellon Trust Company N.A. (successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank), as Trustee
4.10 to APS’s Registration Statement Nos. 333-15379 and 333-27551 by means of January 13, 1998 Form 8-K Report, File No. 1-4473 1/16/1998
4.6a Pinnacle West
APS Seventh Supplemental Indenture dated as of May 1, 2003
4.1 to APS’s Registration Statement No. 333-90824 by means of May 7, 2003 Form 8-K Report, File No. 1-4473 5/9/2003
4.6b Pinnacle West
APS Ninth Supplemental Indenture dated as of August 15, 2005
4.1 to APS’s Registration Statements Nos. 333-106772 and 333-121512 by means of August 17, 2005 Form 8-K Report, File No. 1-4473 8/22/2005
4.6c APS Tenth Supplemental Indenture dated as of August 1, 2006
4.1 to APS’s July 31, 2006 Form 8-K Report, File No. 1-4473 8/3/2006
4.6d Pinnacle West
APS Twelfth Supplemental Indenture dated as of August 25, 2011
4.6f to Pinnacle West/APS 2014 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/20/2015
4.6e Pinnacle West
APS Thirteenth Supplemental Indenture dated as of January 13, 2012
4.6g to Pinnacle West/APS 2014 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/20/2015
4.6f Pinnacle West
APS Fourteenth Supplemental Indenture dated as of January 10, 2014
4.6h to Pinnacle West/APS 2014 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/20/2015
4.6g Pinnacle West
APS Fifteenth Supplemental Indenture dated as of June 18, 2014
4.6i to Pinnacle West/APS 2014 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/20/2015
4.6h Pinnacle West
APS Seventeenth Supplemental Indenture dated as of May 19, 2015
4.1 to Pinnacle West/APS May 14, 2015 Form 8-K Report, File Nos. 1-8962 and 1-4473 5/19/2015
4.6i Pinnacle West
APS Eighteenth Supplemental Indenture dated as of November 6, 2015
4.1 to Pinnacle West/APS November 3, 2015 Form 8-K Report, File Nos. 1-8962 and 1-4473 11/6/2015
4.6j Pinnacle West
APS Nineteenth Supplemental Indenture dated as of May 6, 2016
4.1 to Pinnacle West/APS May 3, 2016 Form 8-K Report, File Nos. 1-8962 and 1-4473 5/6/2016
4.6k Pinnacle West
APS Twentieth Supplemental Indenture dated as of September 20, 2016
4.1 to Pinnacle West/APS September 15, 2016 Form 8-K Report, File Nos. 1-8962 and 1-4473 9/20/2016
4.6l Pinnacle West
APS Twenty-First Supplemental Indenture dated as of September 11, 2017
4.1 to Pinnacle West/APS September 11, 2017 Form 8-K Report, File Nos. 1-8962 and 1-4473 9/11/2017
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Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
4.6m Pinnacle West
APS Twenty-Second Supplemental Indenture dated as of August 9, 2018
4.1 to Pinnacle West/APS August 9, 2018 Form 8-K Report, File Nos. 1-8962 and 1-4473 8/9/2018
4.6n Pinnacle West
APS Twenty-Third Supplemental Indenture dated as of February 28, 2019
4.1 to Pinnacle West/APS February 28, 2019 Form 8-K Report, File Nos. 1-8962 and 1-4473 2/28/2019
4.6o Pinnacle West
APS Twenty-Fourth Supplemental Indenture dated as of August 19, 2019
4.1 to Pinnacle West/APS August 16, 2019 Form 8-K Report, File Nos. 1-8962 and 1-4473 8/16/2019
4.6p Pinnacle West
APS Twenty-Fifth Supplemental Indenture dated as of November 20, 2019
4.1 to Pinnacle West/APS November 20, 2019 Form 8-K Report, File Nos. 1-8962 and 1-4473 11/20/2019
4.6q Pinnacle West
APS Twenty-Sixth Supplemental Indenture dated as of May 22, 2020
4.1 to Pinnacle West/APS May 22, 2020 Form 8-K Report, File Nos. 1-8962 and 1-4473 5/22/2020
4.6r Pinnacle West
APS Twenty-Seventh Supplemental Indenture dated as of September 11, 2020
4.1 to Pinnacle West/APS September 11, 2020 Form 8-K Report, File Nos. 1-8962 and 1-4473 9/11/2020
4.6s Pinnacle West
APS Twenty-Eighth Supplemental Indenture dated as of August 16, 2021
4.1 to Pinnacle West/APS August 16, 2021 Form 8-K Report, File Nos. 1-8962 and 1-4473 8/16/2021
4.7 Pinnacle West Second Amended and Restated Pinnacle West Capital Corporation Investors Advantage Plan dated as of June 23, 2004
4.4 to Pinnacle West’s June 23, 2004 Form 8-K Report, File No. 1-8962 8/9/2004
4.7a Pinnacle West Third Amended and Restated Pinnacle West Capital Corporation Investors Advantage Plan dated as of November 25, 2008
4.1 to Pinnacle West’s Form S-3 Registration Statement No. 333-155641, File No. 1-8962 11/25/2008
4.8 Pinnacle West Agreement, dated March 29, 1988, relating to the filing of instruments defining the rights of holders of long-term debt not in excess of 10% of the Company’s total assets 4.1 to Pinnacle West’s 1987 Form 10-K Report, File No. 1-8962 3/30/1988
4.8a Pinnacle West
APS Agreement, dated March 21, 1994, relating to the filing of instruments defining the rights of holders of APS long-term debt not in excess of 10% of APS’s total assets
4.1 to APS’s 1993 Form 10-K Report, File No. 1-4473 3/30/1994
4.9 Pinnacle West
APS Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10.1.1 Pinnacle West
APS Two separate Decommissioning Trust Agreements (relating to PVGS Units 1 and 3, respectively), each dated July 1, 1991, between APS and Mellon Bank, N.A., as Decommissioning Trustee 10.2 to APS’s September 30, 1991 Form 10-Q Report, File No. 1-4473 11/14/1991
10.1.1a Pinnacle West
APS Amendment No. 1 to Decommissioning Trust Agreement (PVGS Unit 1), dated as of December 1, 1994
10.1 to APS’s 1994 Form 10-K Report, File No. 1-4473 3/30/1995
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Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.1.1b Pinnacle West
APS Amendment No. 1 to Decommissioning Trust Agreement (PVGS Unit 3), dated as of December 1, 1994
10.2 to APS’s 1994 Form 10-K Report, File No. 1-4473 3/30/1995
10.1.1c Pinnacle West
APS Amendment No. 2 to APS Decommissioning Trust Agreement (PVGS Unit 1) dated as of July 1, 1991
10.4 to APS’s 1996 Form 10-K Report , File No. 1-4473 3/28/1997
10.1.1d Pinnacle West
APS Amendment No. 2 to APS Decommissioning Trust Agreement (PVGS Unit 3) dated as of July 1, 1991
10.6 to APS’s 1996 Form 10-K Report, File No. 1-4473 3/28/1997
10.1.1e Pinnacle West
APS Amendment No. 3 to the Decommissioning Trust Agreement (PVGS Unit 1), dated as of March 18, 2002
10.2 to Pinnacle West’s March 31, 2002 Form 10-Q Report, File No. 1-8962 5/15/2002
10.1.1f Pinnacle West
APS Amendment No. 3 to the Decommissioning Trust Agreement (PVGS Unit 3), dated as of March 18, 2002
10.4 to Pinnacle West’s March 2002 Form 10-Q Report, File No. 1-8962 5/15/2002
10.1.1g Pinnacle West
APS Amendment No. 4 to the Decommissioning Trust Agreement (PVGS Unit 1), dated as of December 19, 2003
10.3 to Pinnacle West’s 2003 Form 10-K Report, File No. 1-8962 3/15/2004
10.1.1h Pinnacle West
APS Amendment No. 4 to the Decommissioning Trust Agreement (PVGS Unit 3), dated as of December 19, 2003
10.5 to Pinnacle West’s 2003 Form 10-K Report, File No. 1-8962 3/15/2004
10.1.1i Pinnacle West
APS Amendment No. 5 to the Decommissioning Trust Agreement (PVGS Unit 1), dated as of May 1, 2007
10.1 to Pinnacle West/APS March 31, 2007 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/9/2007
10.1.1j Pinnacle West
APS Amendment No. 5 to the Decommissioning Trust Agreement (PVGS Unit 3), dated as of May 1, 2007
10.2 to Pinnacle West/APS March 31, 2007 Form 10-Q Report, File Nos. 1-8962 and 104473 5/9/2007
10.1.2 Pinnacle West
APS Amended and Restated Decommissioning Trust Agreement (PVGS Unit 2) dated as of January 31, 1992, among APS, Mellon Bank, N.A., as Decommissioning Trustee, and State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee under two separate Trust Agreements, each with a separate Equity Participant, and as Lessor under two separate Facility Leases, each relating to an undivided interest in PVGS Unit 2 10.1 to Pinnacle West’s 1991 Form 10-K Report, File No. 1-8962 3/26/1992
10.1.2a Pinnacle West
APS First Amendment to Amended and Restated Decommissioning Trust Agreement (PVGS Unit 2), dated as of November 1, 1992 10.2 to APS’s 1992 Form 10-K Report, File No. 1-4473 3/30/1993
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Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.1.2b Pinnacle West
APS Amendment No. 2 to Amended and Restated Decommissioning Trust Agreement (PVGS Unit 2), dated as of November 1, 1994
10.3 to APS’s 1994 Form 10-K Report, File No. 1-4473 3/30/1995
10.1.2c Pinnacle West
APS Amendment No. 3 to Amended and Restated Decommissioning Trust Agreement (PVGS Unit 2), dated as of June 20, 1996
10.1 to APS’s June 30, 1996 Form 10-Q Report, File No. 1-4473 8/9/1996
10.1.2d Pinnacle West
APS Amendment No. 4 to Amended and Restated Decommissioning Trust Agreement (PVGS Unit 2) dated as of December 16, 1996
APS 10.5 to APS’s 1996 Form 10-K Report, File No. 1-4473 3/28/1997
10.1.2e Pinnacle West
APS Amendment No. 5 to the Amended and Restated Decommissioning Trust Agreement (PVGS Unit 2), dated as of June 30, 2000
10.1 to Pinnacle West’s March 31, 2002 Form 10-Q Report, File No. 1-8962 5/15/2002
10.1.2f Pinnacle West
APS Amendment No. 6 to the Amended and Restated Decommissioning Trust Agreement (PVGS Unit 2), dated as of March 18, 2002
10.3 to Pinnacle West’s March 31, 2002 Form 10-Q Report, File No. 1-8962 5/15/2002
10.1.2g Pinnacle West
APS Amendment No. 7 to the Amended and Restated Decommissioning Trust Agreement (PVGS Unit 2), dated as of December 19, 2003
10.4 to Pinnacle West’s 2003 Form 10-K Report, File No. 1-8962 3/15/2004
10.1.2h Pinnacle West
APS Amendment No. 8 to the Amended and Restated Decommissioning Trust Agreement (PVGS Unit 2), dated as of April 1, 2007
10.1.2h to Pinnacle West’s 2007 Form 10-K Report, File No. 1-8962 2/27/2008
10.2.1 b
Pinnacle West
APS Arizona Public Service Company Deferred Compensation Plan, as restated, effective January 1, 1984, and the second and third amendments thereto, dated December 22, 1986, and December 23, 1987, respectively 10.4 to APS’s 1988 Form 10-K Report, File No. 1-4473 3/8/1989
10.2.1a b
Pinnacle West
APS Third Amendment to the Arizona Public Service Company Deferred Compensation Plan, effective as of January 1, 1993
10.3A to APS’s 1993 Form 10-K Report, File No. 1-4473 3/30/1994
10.2.1b b
Pinnacle West
APS Fourth Amendment to the Arizona Public Service Company Deferred Compensation Plan effective as of May 1, 1993
10.2 to APS’s September 30, 1994 Form 10-Q Report, File No. 1-4473 11/10/1994
10.2.1c b
Pinnacle West
APS Fifth Amendment to the Arizona Public Service Company Deferred Compensation Plan effective January 1, 1997
10.3A to APS’s 1996 Form 10-K Report, File No. 1-4473 3/28/1997
10.2.1d b
Pinnacle West
APS Sixth Amendment to the Arizona Public Service Company Deferred Compensation Plan effective January 1, 2001
10.8A to Pinnacle West’s 2000 Form 10-K Report, File No. 1-8962 3/14/2001
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Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.2.2 b
Pinnacle West
APS Arizona Public Service Company Directors’ Deferred Compensation Plan, as restated, effective January 1, 1986 10.1 to APS’s June 30, 1986 Form 10-Q Report, File No. 1-4473 8/13/1986
10.2.2a b
Pinnacle West
APS Second Amendment to the Arizona Public Service Company Directors’ Deferred Compensation Plan, effective as of January 1, 1993
10.2A to APS’s 1993 Form 10-K Report, File No. 1-4473 3/30/1994
10.2.2b b
Pinnacle West
APS Third Amendment to the Arizona Public Service Company Directors’ Deferred Compensation Plan, effective as of May 1, 1993
10.1 to APS’s September 30, 1994 Form 10-Q Report, File No. 1-4473 11/10/1994
10.2.2c b
Pinnacle West
APS Fourth Amendment to the Arizona Public Service Company Directors Deferred Compensation Plan, effective as of January 1, 1999
10.8A to Pinnacle West’s 1999 Form 10-K Report, File No. 1-8962 3/30/2000
10.2.3 b
Pinnacle West
APS Trust for the Pinnacle West Capital Corporation, Arizona Public Service Company and SunCor Development Company Deferred Compensation Plans dated August 1, 1996
10.14A to Pinnacle West’s 1999 Form 10-K Report, File No. 1-8962 3/30/2000
10.2.3a b
Pinnacle West
APS First Amendment dated December 7, 1999 to the Trust for the Pinnacle West Capital Corporation, Arizona Public Service Company and SunCor Development Company Deferred Compensation Plans
10.15A to Pinnacle West’s 1999 Form 10-K Report, File No. 1-8962 3/30/2000
10.2.4 b
Pinnacle West
APS Pinnacle West Capital Corporation, Arizona Public Service Company, SunCor Development Company and El Dorado Investment Company Deferred Compensation Plan as amended and restated effective January 1, 1996
10.10A to APS’s 1995 Form 10-K Report, File No. 1-4473 3/29/1996
10.2.4a b
Pinnacle West
APS First Amendment effective as of January 1, 1999, to the Pinnacle West Capital Corporation, Arizona Public Service Company, SunCor Development Company and El Dorado Investment Company Deferred Compensation Plan
10.7A to Pinnacle West’s 1999 Form 10-K Report, File No. 1-8962 3/30/2000
10.2.4b b
Pinnacle West
APS Second Amendment effective January 1, 2000 to the Pinnacle West Capital Corporation, Arizona Public Service Company, SunCor Development Company and El Dorado Investment Company Deferred Compensation Plan
10.10A to Pinnacle West’s 1999 Form 10-K Report, File No. 1-8962 3/30/2000
10.2.4c b
Pinnacle West
APS Third Amendment to the Pinnacle West Capital Corporation, Arizona Public Service Company, SunCor Development Company and El Dorado Investment Company Deferred Compensation Plan, effective as of January 1, 2002
10.3 to Pinnacle West’s March 31, 2003 Form 10-Q Report, File No. 1-8962 5/15/2003
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Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.2.4d b
Pinnacle West
APS Fourth Amendment to the Pinnacle West Capital Corporation, Arizona Public Service Company, SunCor Development Company and El Dorado Investment Company Deferred Compensation Plan, effective January 1, 2003
10.64b to Pinnacle West/APS 2005 Form 10-K Report, File Nos. 1-8962 and 1-4473 3/13/2006
10.2.5 b
Pinnacle West
APS Deferred Compensation Plan of 2005 for Employees of Pinnacle West Capital Corporation and Affiliates (as amended and restated effective January 1, 2016)
10.2.5 to Pinnacle West/APS 2015 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/19/2016
10.3.1 b
Pinnacle West
APS Pinnacle West Capital Corporation Supplemental Excess Benefit Retirement Plan, amended and restated as of January 1, 2003
10.7A to Pinnacle West’s 2003 Form 10-K Report, File No. 1-8962 3/15/2004
10.3.1a b
Pinnacle West
APS Pinnacle West Capital Corporation Supplemental Excess Benefit Retirement Plan, as amended and restated, dated December 18, 2003
10.48b to Pinnacle West/APS 2005 Form 10-K Report, File Nos. 1-8962 and 1-4473 3/13/2006
10.3.2 b
Pinnacle West
APS 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 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/19/2016
10.3.2a b
Pinnacle West
APS 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 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2017
10.3.2b b
Pinnacle West
APS 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 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/23/2018
10.4.1 b
Pinnacle West
APS Letter Agreement dated June 17, 2008 between Pinnacle West/APS and James R. Hatfield
10.1 to Pinnacle West/APS June 30, 2008 Form 10-Q Report, File Nos. 1-8962 and 1-4473 8/7/2008
10.4.2 b
Pinnacle West
APS Transition and Separation Agreement between Pinnacle West/APS and James R. Hatfield
10.1 to Pinnacle West/APS August 24, 2021 form 8-K; File Nos. 1-8962 and 1-4473 8/24/2021
10.4.3 b
Pinnacle West
APS 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
10.4.4 b
Pinnacle West
APS 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
10.4.5 b
Pinnacle West
APS 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
206
Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.4.6a b
Pinnacle West
APS 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
10.4.6b b
Pinnacle West
APS 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
10.4.7 b
Pinnacle West
APS 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
10.4.8 b
Pinnacle West
APS 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
10.4.9 b
Pinnacle West
APS 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
10.5.1 bd
Pinnacle West
APS Key Executive Employment and Severance Agreement between Pinnacle West and certain executive officers of Pinnacle West and its subsidiaries
10.77bd to Pinnacle West/APS 2005 Form 10-K Report, File Nos. 1-8962 and 1-4473 3/13/2006
10.5.1a bd
Pinnacle West
APS Form of 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 September 30, 2007 Form 10-Q Report, File Nos. 1-8962 and 1-4473 11/6/2007
10.5.2 bd
Pinnacle West
APS Form of Key Executive Employment and Severance Agreement between Pinnacle West and certain officers of Pinnacle West and its subsidiaries
10.3 to Pinnacle West/APS September 30, 2007 Form 10-Q Report, File Nos. 1-8962 and 1-4473 11/6/2007
10.5.3 bd
Pinnacle West
APS Form of Key Executive Employment and Severance Agreement between Pinnacle West and certain officers of Pinnacle West and its subsidiaries
10.5.3 to Pinnacle West/APS 2009 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/19/2010
10.5.4 bd
Pinnacle West
APS Form of Key Executive Employment and Severance Agreement between Pinnacle West and certain officers of Pinnacle West and its subsidiaries
10.5.4 to Pinnacle West/APS 2012 Form 10-K, File Nos. 1-8962 and 1-4473 2/22/2013
10.5.5 bd
Pinnacle West
APS Form of Key Executive Employment and Severance Agreement between Pinnacle West 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 West’s 2007 Annual Meeting of Shareholders, File No. 1-8962 4/20/2007
10.6.1a b
Pinnacle West First Amendment to the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan
10.2 to Pinnacle West/APS April 18, 2007 Form 8-K Report, File No. 1-8962 4/20/2007
10.6.1b bd
Pinnacle West
APS Performance Share Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan
10.3 to Pinnacle West/APS March 31, 2009 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/5/2009
207
Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.6.1c bd
Pinnacle West Form of Performance Share Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan
10.1 to Pinnacle West/APS June 30, 2010 Form 10-Q Report, File No. 1-8962 8/3/2010
10.6.1d bd
Pinnacle West Form of Restricted Stock Unit Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan
10.2 to Pinnacle West/APS June 30, 2010 Form 10-Q Report, File No. 1-8962 8/3/2010
10.6.1e bd
Pinnacle West Form of Performance Share Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan
10.4 to Pinnacle West/APS March 31, 2011 Form 10-Q Report, File No. 1-8962 4/29/2011
10.6.1f bd
Pinnacle West Form of Restricted Stock Unit Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan
10.5 to Pinnacle West/APS March 31, 2011 Form 10-Q Report, File No. 1-8962 4/29/2011
10.6.1g bd
Pinnacle West Form of Restricted Stock Unit Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan (Supplemental 2010 Award)
10.6 to Pinnacle West/APS March 31, 2011 Form 10-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 September 30, 2007 Form 10-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 June 30, 2008 Form 10-Q Report, File No. 1-8962 8/7/2008
10.6.4 bd
Pinnacle West
APS Summary of 202 2 Variable Incentive Plan and Officer Variable Incentive Plan
10.6.5 b
Pinnacle West
APS Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan
Appendix A to the Proxy Statement for Pinnacle West’s 2012 Annual Meeting of Shareholders, File No. 1-8962 3/29/2012
10.6.5a 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 March 31, 2012 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/3/2012
10.6.5b 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 March 31, 2012 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/3/2012
10.6.5c bd
Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan
10.6.8c to Pinnacle West/APS 2013 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/21/2014
10.6.5d bd
Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan
10.6.8d to Pinnacle West/APS 2013 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/21/2014
208
Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.6.5e bd
Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan
10.6.6e to Pinnacle West/APS 2015 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/19/2016
10.6.5f bd
Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan
10.6.6f to Pinnacle West/APS 2016 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2017
10.6.5g bd
Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan
10.6.6g to Pinnacle West/APS 2016 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2017
10.6.5h 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 March 31, 2019 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/1/2019
10.6.5i 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 March 31, 2019 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/1/2019
10.6.5j 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 March 31, 2020 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/8/2020
10.6.5k 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 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2021
10.6.5l 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 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2021
10.6.5m bd
Pinnacle West
APS Pinnacle West Capital Corporation 20 21 Long-Term Incentive Plan
Appendix A to the Proxy Statement for Pinnacle West’s 2021 Annual Meeting of Shareholders, File No. 1-8962 4/01/2021
10.6.5n bd
Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan
10.6.5o bd
Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan
10.6.5p bd
Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan
10.6.5q bd
Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan
209
Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.6.5r bd
Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan
10.6.5s bd
Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan
10.6.5t bd
Pinnacle West Master Amendment to Performance Share Agreements
10.3 to Pinnacle West/APS March 31, 2012 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/3/2012
10.6.5u bd
Pinnacle West Master Amendment to Restricted Stock Unit Agreements
10.4 to Pinnacle West/APS March 31, 2012 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/3/2012
10.6.5v bd
Pinnacle West First Amendment to the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan
Appendix A to the Proxy Statement for Pinnacle West’s 2017 Annual Meeting of Shareholders, File No. 1-8962 3/31/2017
10.7.1 Pinnacle West
APS Indenture of Lease with Navajo Tribe of Indians, Four Corners Plant 5.01 to APS’s Form S-7 Registration Statement, File No. 2-59644 9/1/1977
10.7.1a Pinnacle West
APS Supplemental and Additional Indenture of Lease, including amendments and supplements to original lease with Navajo Tribe of Indians, Four Corners Plant 5.02 to APS’s Form S-7 Registration Statement, File No. 2-59644 9/1/1977
10.7.1b Pinnacle West
APS Amendment and Supplement No. 1 to Supplemental and Additional Indenture of Lease Four Corners, dated April 25, 1985 10.36 to Pinnacle West’s Registration Statement on Form 8-B Report, File No. 1-89 7/25/1985
10.7.1c Pinnacle West
APS Amendment and Supplement No. 2 to Supplemental and Additional Indenture of Lease with the Navajo Nation dated March 7, 2011
10.1 to Pinnacle West/APS March 31, 2011 Form 10-Q Report, File Nos. 1-8962 and 1-4473 4/29/2011
10.7.1d Pinnacle West
APS Amendment and Supplement No. 3 to Supplemental and Additional Indenture of Lease with the Navajo Nation dated March 7, 2011
10.2 to Pinnacle West/APS March 31, 2011 Form 10-Q Report, File Nos. 1-8962 and 1-4473 4/29/2011
10.7.2 Pinnacle West
APS Application and Grant of multi-party rights-of-way and easements, Four Corners Plant Site 5.04 to APS’s Form S-7 Registration Statement, File No. 2-59644 9/1/1977
10.7.2a Pinnacle West
APS Application and Amendment No. 1 to Grant of multi-party rights-of-way and easements, Four Corners Site dated April 25, 1985 10.37 to Pinnacle West’s Registration Statement on Form 8-B, File No. 1-8962 7/25/1985
10.7.3 Pinnacle West
APS Application and Grant of APS rights- of-way and easements, Four Corners Site 5.05 to APS’s Form S-7 Registration Statement, File No. 2-59644 9/1/1977
10.7.3a Pinnacle West
APS Application and Amendment No. 1 to Grant of APS rights-of-way and easements, Four Corners Site dated April 25, 1985 10.38 to Pinnacle West’s Registration Statement on Form 8-B, File No. 1-8962 7/25/1985
210
Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.7.4 Pinnacle West
APS 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 Form 10-Q Report, File Nos. 1-8962 and 1-4473 8/3/2018
10.7.4a Pinnacle West
APS 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
10.8.1 Pinnacle West
APS Indenture of Lease, Navajo Units 1, 2, and 3 5(g) to APS’s Form S-7 Registration Statement, File No. 2-36505 3/23/1970
10.8.2 Pinnacle West
APS Application of Grant of rights-of-way and easements, Navajo Plant 5(h) to APS Form S-7 Registration Statement, File No. 2-36505 3/23/1970
10.8.3 Pinnacle West
APS Water Service Contract Assignment with the United States Department of Interior, Bureau of Reclamation, Navajo Plant 5(l) to APS’s Form S-7 Registration Statement, File No. 2-394442 3/16/1971
10.8.4 Pinnacle West
APS Navajo Project Co-Tenancy Agreement dated as of March 23, 1976, and Supplement No. 1 thereto dated as of October 18, 1976, Amendment No. 1 dated as of July 5, 1988, and Amendment No. 2 dated as of June 14, 1996; Amendment No. 3 dated as of February 11, 1997; Amendment No. 4 dated as of January 21, 1997; Amendment No. 5 dated as of January 23, 1998; Amendment No. 6 dated as of July 31, 1998
10.107 to Pinnacle West/APS 2005 Form 10-K Report, File Nos. 1-8962 and 1-4473 3/13/2006
10.8.5 Pinnacle West
APS Navajo Project Participation Agreement dated as of September 30, 1969, and Amendment and Supplement No. 1 dated as of January 16, 1970, and Coordinating Committee Agreement No. 1 dated as of September 30, 1971
10.108 to Pinnacle West/APS 2005 Form 10-K Report, File Nos. 1-8962 and 1-4473 3/13/2006
10.9.1 Pinnacle West
APS 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, and amendments 1-12 thereto 10.1 to APS’s 1988 Form 10-K Report, File No. 1-4473 3/8/1989
211
Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.9.1a Pinnacle West
APS Amendment No. 13, dated as of April 22, 1991, 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 10.1 to APS’s March 31, 1991 Form 10-Q Report, File No. 1-4473 5/15/1991
10.9.1b Pinnacle West
APS Amendment No. 14 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
99.1 to Pinnacle West’s June 30, 2000 Form 10-Q Report, File No. 1-8962 8/14/2000
10.9.1c Pinnacle West
APS Amendment No. 15, dated November 29, 2010, 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
10.9.1c to Pinnacle West/APS 2010 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/18/2011
10.9.1d Pinnacle West
APS 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 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/2/2014
10.10.1 Pinnacle West
APS Asset Purchase and Power Exchange Agreement dated September 21, 1990 between APS and PacifiCorp, as amended as of October 11, 1990 and as of July 18, 1991 10.1 to APS’s June 30, 1991 Form 10-Q Report, File No. 1-4473 8/8/1991
10.10.2 Pinnacle West
APS Long-Term Power Transaction Agreement dated September 21, 1990 between APS and PacifiCorp, as amended as of October 11, 1990, and as of July 8, 1991 10.2 to APS’s June 30, 1991 Form 10-Q Report, File No. 1-4473 8/8/1991
10.10.2a Pinnacle West
APS Amendment No. 1 dated April 5, 1995 to the Long-Term Power Transaction Agreement and Asset Purchase and Power Exchange Agreement between PacifiCorp and APS
10.3 to APS’s 1995 Form 10-K Report, File No. 1-4473 3/29/1996
10.10.3 Pinnacle West
APS Restated Transmission Agreement between PacifiCorp and APS dated April 5, 1995
10.4 to APS’s 1995 Form 10-K Report, File No. 1-4473 3/29/1996
212
Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.10.4 Pinnacle West
APS Contract among PacifiCorp, APS and DOE Western Area Power Administration, Salt Lake Area Integrated Projects for Firm Transmission Service dated May 5, 1995
10.5 to APS’s 1995 Form 10-K Report, File No. 1-4473 3/29/1996
10.10.5 Pinnacle West
APS Reciprocal Transmission Service Agreement between APS and PacifiCorp dated as of March 2, 1994
10.6 to APS’s 1995 Form 10-K Report, File No. 1-4473 3/29/1996
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 Form 10-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 West
APS 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 West
APS 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 c
Pinnacle West
APS Facility Lease, dated as of August 1, 1986, between U.S. Bank National Association, successor to State Street Bank and Trust Company, as successor to The First National Bank of Boston, in its capacity as Owner Trustee, as Lessor, and APS, as Lessee 4.3 to APS’s Form 18 Registration Statement, File No. 33-9480 10/24/1986
10.12.1a c
Pinnacle West
APS Amendment No. 1, dated as of November 1, 1986, to Facility Lease, dated as of August 1, 1986, between U.S. Bank National Association, successor to State Street Bank and Trust Company, as successor to The First National Bank of Boston, in its capacity as Owner Trustee, as Lessor, and APS, as Lessee 10.5 to APS’s September 30, 1986 Form 10-Q Report by means of Amendment No. 1 on December 3, 1986 Form 8, File No. 1-4473 12/4/1986
213
Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.12.1b c
Pinnacle West
APS Amendment No. 2 dated as of June 1, 1987 to Facility Lease dated as of August 1, 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 10.3 to APS’s 1988 Form 10-K Report, File No. 1-4473 3/8/1989
10.12.1c c
Pinnacle West
APS Amendment No. 3, dated as of March 17, 1993, to Facility Lease, dated as of August 1, 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 10.3 to APS’s 1992 Form 10-K Report, File No. 1-4473 3/30/1993
10.12.1d c
Pinnacle West
APS Amendment No. 4, dated as of September 30, 2015, to Facility Lease, dated as of August 1, 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 Form 10-Q Report, File Nos. 1-8962 and 1-4473 10/30/2015
10.12.1e c
Pinnacle West
APS Amendment No. 3, dated as of September 30, 2015, to Facility Lease, dated as of August 1, 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 Form 10-Q Report, File Nos. 1-8962 and 1-4473 10/30/2015
10.12.2 Pinnacle West
APS 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, in its capacity as Owner Trustee, as Lessor, and APS, as Lessee 10.1 to APS’s November 18, 1986 Form 8-K Report, File No. 1-4473 1/20/1987
10.12.2a Pinnacle West
APS Amendment No. 1, dated as of August 1, 1987, 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 4.13 to APS’s Form 18 Registration Statement No. 33-9480 by means of August 1, 1987 Form 8-K Report, File No. 1-4473 8/24/1987
214
Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.12.2b Pinnacle West
APS Amendment No. 2, dated as of March 17, 1993, 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 10.4 to APS’s 1992 Form 10-K Report, File No. 1-4473 3/30/1993
10.12.2c Pinnacle West
APS 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 Form 10-Q Report, File Nos. 1-8962 and 1-4473 7/31/2014
10.12.2d Pinnacle West
APS Amendment No. 4, dated April 1, 2021, to Facility Lease, dated as of December 15, 1986, between U.S. Bank National Association, successor to State Street Bank and Trust Company, as successor to the First National Bank of Boston, as Lessor, and APS, as Lessee
10.1 to Pinnacle West/APS March 31, 2021 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/5/2021
10.13.1 Pinnacle West
APS Agreement between Pinnacle West Energy Corporation and APS for Transportation and Treatment of Effluent by and between Pinnacle West Energy Corporation and APS dated as of the 10th day of April, 2001
10.102 to Pinnacle West/APS 2004 Form 10-K Report, File Nos. 1-8962 and 1-4473 3/16/2005
10.13.2 Pinnacle West
APS Agreement for the Transfer and Use of Wastewater and Effluent by and between APS, SRP and PWE dated June 1, 2001
10.103 to Pinnacle West/APS 2004 Form 10-K Report, File Nos. 1-8962 and 1-4473 3/16/2005
10.13.3 Pinnacle West
APS Agreement for the Sale and Purchase of Wastewater Effluent dated November 13, 2000, by and between the City of Tolleson, Arizona, APS and SRP
10.104 to Pinnacle West/APS 2004 Form 10-K Report, File Nos. 1-8962 and 1-4473 3/16/2005
10.13.4 Pinnacle West
APS Operating Agreement for the Co-Ownership of Wastewater Effluent dated November 16, 2000 by and between APS and SRP
10.105 to Pinnacle West/APS 2004 Form 10-K Report, File Nos. 1-8962 and 1-4473 3/16/2005
10.13.5 Pinnacle West
APS Municipal Effluent Purchase and Sale Agreement dated April 29, 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 March 31, 2010 Form 10-Q Report, File Nos. 1-8962 and 1-4473 5/6/2010
10.14.1 Pinnacle West
APS Contract, dated July 21, 1984, with DOE providing for the disposal of nuclear fuel and/or high-level radioactive waste, ANPP 10.31 to Pinnacle West’s Form S-14 Registration Statement, File No. 2-96386 3/13/1985
10.15.1 Pinnacle West
APS Territorial Agreement between APS and SRP
10.1 to APS’s March 31, 1998 Form 10-Q Report, File No. 1-4473 5/15/1998
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Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
10.15.2 Pinnacle West
APS Power Coordination Agreement between APS and SRP
10.2 to APS’s March 31, 1998 Form 10-Q Report, File No. 1-4473 5/15/1998
10.15.3 Pinnacle West
APS Memorandum of Agreement between APS and SRP
10.3 to APS’s March 31, 1998 Form 10-Q Report, File No. 1-4473 5/15/1998
10.15.3a Pinnacle West
APS Addendum to Memorandum of Agreement between APS and SRP dated as of May 19, 1998
10.2 to APS’s May 19, 1998 Form 8-K Report, File No. 1-4473 6/26/1998
10.16 Pinnacle West
APS Purchase and Sale Agreement dated November 8, 2010 by and between SCE and APS
10.1 to Pinnacle West/APS November 8, 2010 Form 8-K Report, File Nos. 1-8962 and 1-4473 11/8/2010
10.17 Pinnacle West
APS Proposed Settlement Agreement dated January 6, 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 Form 10-K Report, File Nos. 1-8962 and 1-4473 2/24/2012
10.18 Pinnacle West
APS 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 March 31, 2017 Form 10-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 Form 10-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 Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2 Pinnacle West Certificate of Theodore N. Geisler, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.3 APS Certificate of Jeffrey B. Guldner, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.4 APS Certificate of Theodore N. Geisler, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
32.1 e
Pinnacle West Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
216
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Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
32.2 e
APS Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1 c
Pinnacle West
APS Participation Agreement, dated as of August 1, 1986, among PVGS Funding Corp., Inc., Bank of America National Trust and Savings Association, State Street Bank and Trust Company, as successor to The First National Bank of Boston, in its individual capacity and as Owner Trustee, Chemical Bank, in its individual capacity and as Indenture Trustee, APS, and the Equity Participant named therein 28.1 to APS’s September 30, 1992 Form 10-Q Report, File No. 1-4473 11/9/1992
99.1a c
Pinnacle West
APS Amendment No. 1 dated as of November 1, 1986, to Participation Agreement, dated as of August 1, 1986, among PVGS Funding Corp., Inc., Bank of America National Trust and Savings Association, State Street Bank and Trust Company, as successor to The First National Bank of Boston, in its individual capacity and as Owner Trustee, Chemical Bank, in its individual capacity and as Indenture Trustee, APS, and the Equity Participant named therein 10.8 to APS’s September 30, 1986 Form 10-Q Report by means of Amendment No. 1, on December 3, 1986 Form 8, File No. 1-4473 12/4/1986
99.1b c
Pinnacle West
APS Amendment No. 2, dated as of March 17, 1993, to Participation Agreement, dated as of August 1, 1986, among PVGS Funding Corp., Inc., PVGS II Funding Corp., Inc., State Street Bank and Trust Company, as successor to The First National Bank of Boston, in its individual capacity and as Owner Trustee, Chemical Bank, in its individual capacity and as Indenture Trustee, APS, and the Equity Participant named therein 28.4 to APS’s 1992 Form 10-K Report, File No. 1-4473 3/30/1993
99.2 c
Pinnacle West
APS Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease, dated as of August 1, 1986, between State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee, and Chemical Bank, as Indenture Trustee 4.5 to APS’s Form 18 Registration Statement, File No. 33-9480 10/24/1986
217
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Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
99.2a c
Pinnacle West
APS Supplemental Indenture No. 1, dated as of November 1, 1986 to Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease, dated as of August 1, 1986, between State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee, and Chemical Bank, as Indenture Trustee 10.6 to APS’s September 30, 1986 Form 10-Q Report by means of Amendment No. 1 on December 3, 1986 Form 8, File No. 1-4473 12/4/1986
99.2b c
Pinnacle West
APS Supplemental Indenture No. 2 to Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease, dated as of August 1, 1986, between State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee, and Chemical Bank, as Lease Indenture Trustee 4.4 to APS’s 1992 Form 10-K Report, File No. 1-4473 3/30/1993
99.3 c
Pinnacle West
APS Assignment, Assumption and Further Agreement, dated as of August 1, 1986, between APS and State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee 28.3 to APS’s Form 18 Registration Statement, File No. 33-9480 10/24/1986
99.3a c
Pinnacle West
APS Amendment No. 1, dated as of November 1, 1986, to Assignment, Assumption and Further Agreement, dated as of August 1, 1986, between APS and State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee 10.10 to APS’s September 30, 1986 Form 10-Q Report by means of Amendment No. l on December 3, 1986 Form 8, File No. 1-4473 12/4/1986
99.3b c
Pinnacle West
APS Amendment No. 2, dated as of March 17, 1993, to Assignment, Assumption and Further Agreement, dated as of August 1, 1986, between APS and State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee 28.6 to APS’s 1992 Form 10-K Report, File No. 1-4473 3/30/1993
99.4 Pinnacle West
APS Participation Agreement, dated as of December 15, 1986, among PVGS Funding Report Corp., Inc., State Street Bank and Trust Company, as successor to The First National Bank of Boston, in its individual capacity and as Owner Trustee, Chemical Bank, in its individual capacity and as Indenture Trustee under a Trust Indenture, APS, and the Owner Participant named therein 28.2 to APS’s September 30, 1992 Form 10-Q Report, File No. 1-4473 11/9/1992
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Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
99.4a Pinnacle West
APS Amendment No. 1, dated as of August 1, 1987, to Participation Agreement, dated as of December 15, 1986, among PVGS Funding Corp., Inc. as Funding Corporation, State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee, Chemical Bank, as Indenture Trustee, APS, and the Owner Participant named therein 28.20 to APS’s Form 18 Registration Statement No. 33-9480 by means of a November 6, 1986 Form 8-K Report, File No. 1-4473 8/10/1987
99.4b Pinnacle West
APS Amendment No. 2, dated as of March 17, 1993, to Participation Agreement, dated as of December 15, 1986, among PVGS Funding Corp., Inc., PVGS II Funding Corp., Inc., State Street Bank and Trust Company, as successor to The First National Bank of Boston, in its individual capacity and as Owner Trustee, Chemical Bank, in its individual capacity and as Indenture Trustee, APS, and the Owner Participant named therein 28.5 to APS’s 1992 Form 10-K Report, File No. 1-4473 3/30/1993
99.5 Pinnacle West
APS Trust Indenture, Mortgage Security Agreement and Assignment of Facility Lease, dated as of December 15, 1986, between State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee, and Chemical Bank, as Indenture Trustee 10.2 to APS’s November 18, 1986 Form 10-K Report, File No. 1-4473 1/20/1987
99.5a Pinnacle West
APS Supplemental Indenture No. 1, dated as of August 1, 1987, to Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease, dated as of December 15, 1986, between State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee, and Chemical Bank, as Indenture Trustee 4.13 to APS’s Form 18 Registration Statement No. 33-9480 by means of August 1, 1987 Form 8-K Report, File No. 1-4473 8/24/1987
99.5b Pinnacle West
APS Supplemental Indenture No. 2 to Trust Indenture Mortgage, Security Agreement and Assignment of Facility Lease, dated as of December 15, 1986, between State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee, and Chemical Bank, as Lease Indenture Trustee 4.5 to APS’s 1992 Form 10-K Report, File No. 1-4473 3/30/1993
99.6 Pinnacle West
APS Assignment, Assumption and Further Agreement, dated as of December 15, 1986, between APS and State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee 10.5 to APS’s November 18, 1986 Form 8-K Report, File No. 1-4473 1/20/1987
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Table of Contents
Exhibit
No. Registrant(s) Description Previously Filed as Exhibit: a
Date Filed
99.6a Pinnacle West
APS Amendment No. 1, dated as of March 17, 1993, to Assignment, Assumption and Further Agreement, dated as of December 15, 1986, between APS and State Street Bank and Trust Company, as successor to The First National Bank of Boston, as Owner Trustee 28.7 to APS’s 1992 Form 10-K Report, File No. 1-4473 3/30/1993
99.7 c
Pinnacle West
APS Indemnity Agreement dated as of March 17, 1993 by APS 28.3 to APS’s 1992 Form 10-K Report, File No. 1-4473 3/30/1993
99.8 Pinnacle West
APS Extension Letter, dated as of August 13, 1987, from the signatories of the Participation Agreement to Chemical Bank 28.20 to APS’s Form 18 Registration Statement No. 33-9480 by means of a November 6, 1986 Form 8-K Report, File No. 1-4473 8/10/1987
99.9 Pinnacle West
APS ACC Order, Decision No. 61969, dated September 29, 1999, including the Retail Electric Competition Rules
10.2 to APS’s September 30, 1999 Form 10-Q Report, File No. 1-4473 11/15/1999
99.10 Pinnacle West Purchase Agreement by and among Pinnacle West Energy Corporation and GenWest, L.L.C. and Nevada Power Company, dated June 21, 2005
99.5 to Pinnacle West/APS June 30, 2005 Form 10-Q Report, File Nos. 1-8962 and 1-4473 8/9/2005
101.SCH Pinnacle West
APS XBRL Taxonomy Extension Schema Document
101.CAL Pinnacle West
APS XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Pinnacle West
APS XBRL Taxonomy Extension Label Linkbase Document
101.PRE Pinnacle West
APS XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Pinnacle West
APS XBRL Taxonomy Definition Linkbase Document
a Reports filed under File No. 1-4473 and 1-8962 were filed in the office of the SEC located in Washington, D.C.
b Management contract or compensatory plan or arrangement to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
c An additional document, substantially identical in all material respects to this Exhibit, has been entered into, relating to an additional Equity Participant. Although such additional document may differ in other respects (such as dollar amounts, percentages, tax indemnity matters, and dates of execution), there are no material details in which such document differs from this Exhibit.
d Additional agreements, substantially identical in all material respects to this Exhibit have been entered into with additional persons. Although such additional documents may differ in other respects (such as dollar amounts and dates of execution), there are no material details in which such agreements differ from this Exhibit.
e Furnished herewith as an Exhibit.
220
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ITEM 16. FORM 10-K SUMMARY
None.
221
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PINNACLE WEST CAPITAL CORPORATION
(Registrant)
Date: February 25, 2022 /s/ Jeffrey B. Guldner
(Jeffrey B. Guldner, Chairman of
the Board of Directors, President and
Chief Executive Officer)
Power of Attorney
We, the undersigned directors and executive officers of Pinnacle West Capital Corporation, hereby severally appoint Theodore N. Geisler and Robert E. Smith, and each of them, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Jeffrey B. Guldner Principal Executive Officer February 25, 2022
(Jeffrey B. Guldner, Chairman and Director
of the Board of Directors, President
and Chief Executive Officer)
/s/ Theodore N. Geisler Principal Financial Officer February 25, 2022
(Theodore N. Geisler,
Senior Vice President and
Chief Financial Officer)
/s/ Elizabeth A. Blankenship Principal Accounting Officer February 25, 2022
(Elizabeth A. Blankenship,
Vice President, Controller and
Chief Accounting Officer)
222
Table of Contents
/s/ Glynis A. Bryan Director February 25, 2022
(Glynis A. Bryan)
/s/ Denis A. Cortese, M.D. Director February 25, 2022
(Denis A. Cortese, M.D.)
/s/ Richard P. Fox Director February 25, 2022
(Richard P. Fox)
/s/ Dale E. Klein, Ph.D. Director February 25, 2022
(Dale E. Klein, Ph.D.)
/s/ Kathryn L. Munro Director February 25, 2022
(Kathryn L. Munro)
/s/ Bruce J. Nordstrom Director February 25, 2022
(Bruce J. Nordstrom)
/s/ Paula J. Sims Director February 25, 2022
(Paula J. Sims)
/s/ William H. Spence Director February 25, 2022
(William H. Spence)
/s/ James E. Trevathan, Jr. Director February 25, 2022
(James E. Trevathan, Jr.)
/s/ David P. Wagener Director February 25, 2022
(David P. Wagener)
223
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARIZONA PUBLIC SERVICE COMPANY
(Registrant)
Date: February 25, 2022
/s/ Jeffrey B. Guldner
(Jeffrey B. Guldner, Chairman of
the Board of Directors, President and
Chief Executive Officer)
Power of Attorney
We, the undersigned directors and executive officers of Arizona Public Service Company, hereby severally appoint Theodore N. Geisler and Robert E. Smith, and each of them, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Jeffrey B. Guldner Principal Executive Officer February 25, 2022
(Jeffrey B. Guldner, Chairman and Director
of the Board of Directors, President and
Chief Executive Officer)
/s/ Theodore N. Geisler Principal Financial Officer February 25, 2022
(Theodore N. Geisler,
Senior Vice President and
Chief Financial Officer)
/s/ Elizabeth A. Blankenship Principal Accounting Officer February 25, 2022
(Elizabeth A. Blankenship
Vice President, Controller and
Chief Accounting Officer)
224
Table of Contents
/s/ Glynis A. Bryan Director February 25, 2022
(Glynis A. Bryan)
/s/ Denis A. Cortese, M.D. Director February 25, 2022
(Denis A. Cortese, M.D.)
/s/ Richard P. Fox Director February 25, 2022
(Richard P. Fox)
/s/ Dale E. Klein Director February 25, 2022
(Dale E. Klein, Ph.D.)
/s/ Kathryn L. Munro Director February 25, 2022
(Kathryn L. Munro)
/s/ Bruce J. Nordstrom Director February 25, 2022
(Bruce J. Nordstrom)
/s/ Paula J. Sims Director February 25, 2022
(Paula J. Sims)
/s/ William H. Spence Director February 25, 2022
(William H. Spence)
Director February 25, 2022
/s/ James E. Trevathan, Jr.
(James E. Trevathan, Jr.)
/s/ David P. Wagener Director February 25, 2022
(David P. Wagener)
225