What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-25 · 90 added, 45 removed, 987 unchanged (12% of the section changed)

72 unchanged sentences

Audit-Related Fees (2) 498,167 333,905

(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.

(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-K and Form 10-Q, respectively.

Pinnacle West’s Audit Committee pre-approves each audit service and non-audit service to be provided by APS’s registered public accounting firm.

11 unchanged sentences

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

8 unchanged sentences

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.

3.4 to Pinnacle West/APS December 31, 2008 Form 10-K Report, File No.

1-4473 2/20/2009

105 unchanged sentences

1-8962 and 1-4473 8/16/2021

4.6(t) Pinnacle West

APS Twenty-Ninth Supplemental Indenture dated as of November 8, 2022

4.1 to Pinnacle West/APS November 8, 2022 Form 8-K Report, File Nos.

1-8962 and 1-4473 11/8/2022

4.7 Pinnacle West Second Amended and Restated Pinnacle West Capital Corporation Investors Advantage Plan dated as of June 23, 2004

16 unchanged sentences

1-4473 11/14/1991

Registrant(s) Description Previously Filed as Exhibit:

10.1(1)(a) Pinnacle West

3 unchanged sentences

1-4473 3/30/1995

Registrant(s) Description Previously Filed as Exhibit:

10.1(1)(b) Pinnacle West

46 unchanged sentences

1-8962 3/26/1992

Registrant(s) Description Previously Filed as Exhibit:

10.1(2)(a) Pinnacle West

1 unchanged sentence

1-4473 3/30/1993

Registrant(s) Description Previously Filed as Exhibit:

10.1(2)(b) Pinnacle West

48 unchanged sentences

1-4473 3/28/1997

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

2 unchanged sentences

1-8962 3/14/2001

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

33 unchanged sentences

1-8962 3/30/2000

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

2 unchanged sentences

1-8962 5/15/2003

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

27 unchanged sentences

Pinnacle West

APS Letter Agreement dated June 17, 2008 between Pinnacle West/APS and James R.

10.1 to Pinnacle West/APS June 30, 2008 Form 10-Q Report, File Nos.

1-8962 and 1-4473 8/7/2008

Pinnacle West

APS Transition and Separation Agreement between Pinnacle West/APS and James R.

10.1 to Pinnacle West/APS August 24, 2021 form 8-K;

1-8962 and 1-4473 8/24/2021

Pinnacle West

APS Offer of Employment Letter dated July 19, 2018 between Pinnacle West and Robert E.

31 unchanged sentences

Pinnacle West

APS Offer of Employment Letter dated May 19, 2022 between APS and Adam Heflin

Pinnacle West

APS Discretionary Credit Award Agreement dated June 21 , 2019 between APS and Jacob Tetlow

Pinnacle West

APS First Amendment to Discretionary Credit Award Agreement dated February 2 1 , 2021 between APS and Jacob Tetlow

Pinnacle West

APS Key Executive Employment and Severance Agreement between Pinnacle West and certain executive officers of Pinnacle West and its subsidiaries

1 unchanged sentence

1-8962 and 1-4473 3/13/2006

10.5(1)(a) bd

Pinnacle West

12 unchanged sentences

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.

10.5.4 to Pinnacle West/APS 2012 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/22/2013

3 unchanged sentences

1-8962 and 1-4473 8/5/2021

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan

4 unchanged sentences

1-8962 4/20/2007

10.6(1)(b) bd

Pinnacle West

2 unchanged sentences

1-8962 and 1-4473 5/5/2009

Registrant(s) Description Previously Filed as Exhibit:

10.6(1)(c) bd

Pinnacle West Form of Performance Share Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan

1 unchanged sentence

1-8962 8/3/2010

10.6(1)(d) bd

Pinnacle West Form of Restricted Stock Unit Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan

1 unchanged sentence

1-8962 8/3/2010

10.6(1)(e) bd

Pinnacle West Form of Performance Share Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan

1 unchanged sentence

1-8962 4/29/2011

10.6(1)(f) bd

Pinnacle West Form of Restricted Stock Unit Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan

1 unchanged sentence

1-8962 4/29/2011

10.6(1)(g) bd

Pinnacle West Form of Restricted Stock Unit Agreement under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan (Supplemental 2010 Award)

13 unchanged sentences

1-8962 3/29/2012

10.6(5)(a) bd

Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

1 unchanged sentence

1-8962 and 1-4473 5/3/2012

10.6(5)(b) bd

Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

1 unchanged sentence

1-8962 and 1-4473 5/3/2012

Registrant(s) Description Previously Filed as Exhibit:

10.6(5)(c) bd

Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

1 unchanged sentence

1-8962 and 1-4473 2/21/2014

10.6(5)(d) bd

Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

1 unchanged sentence

1-8962 and 1-4473 2/21/2014

Registrant(s) Description Previously Filed as Exhibit:

10.6(5)(e) bd

Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

1 unchanged sentence

1-8962 and 1-4473 2/19/2016

10.6(5)(f) bd

Pinnacle West Form of Restricted Stock Unit Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

1 unchanged sentence

1-8962 and 1-4473 2/24/2017

10.6(5)(g) bd

Pinnacle West Form of Performance Share Award Agreement under the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan

1 unchanged sentence

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

1 unchanged sentence

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

1 unchanged sentence

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

1 unchanged sentence

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

1 unchanged sentence

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

1 unchanged sentence

1-8962 and 1-4473 2/24/2021

10.6(5)(m) bd

Pinnacle West

2 unchanged sentences

1-8962 4/01/2021

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 Form 10-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 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/25/2022

Registrant(s) Description Previously Filed as Exhibit:

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 Form 10-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

Registrant(s) Description Previously Filed as Exhibit:

10.6.5q to Pinnacle West/APS 2020 Form 10-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 Form 10-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 Form 10-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

1 unchanged sentence

1-8962 and 1-4473 5/3/2012

10.6(5)(u) bd

Pinnacle West Master Amendment to Restricted Stock Unit Agreements

1 unchanged sentence

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

28 unchanged sentences

1-8962 7/25/1985

Registrant(s) Description Previously Filed as Exhibit:

10.7(3) Pinnacle West

5 unchanged sentences

1-8962 7/25/1985

Registrant(s) Description Previously Filed as Exhibit:

10.7(4) Pinnacle West

38 unchanged sentences

1-8962 and 1-4473 3/13/2006

Registrant(s) Description Previously Filed as Exhibit:

10.9(1) Pinnacle West

1 unchanged sentence

1-4473 3/8/1989

Registrant(s) Description Previously Filed as Exhibit:

10.9(1)(a) Pinnacle West

28 unchanged sentences

1-4473 3/29/1996

Registrant(s) Description Previously Filed as Exhibit:

10.10(3) Pinnacle West

2 unchanged sentences

1-4473 3/29/1996

Registrant(s) Description Previously Filed as Exhibit:

10.10(4) Pinnacle West

25 unchanged sentences

33-9480 10/24/1986

10.12(1)(a) c

Pinnacle West

5 unchanged sentences

Registrant(s) Description Previously Filed as Exhibit:

10.12(1)(b) c

Pinnacle West

3 unchanged sentences

1-4473 3/8/1989

10.12(1)(c) c

Pinnacle West

3 unchanged sentences

1-4473 3/30/1993

10.12(1)(d) c

Pinnacle West

4 unchanged sentences

1-8962 and 1-4473 10/30/2015

10.12(1)(e) c

Pinnacle West

92 unchanged sentences

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

31.2 Pinnacle West Certificate of Andrew Cooper , 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

31.4 APS Certificate of Andrew Cooper , Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

Pinnacle West Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C.

116 unchanged sentences

Power of Attorney

We, the undersigned directors and executive officers of Pinnacle West Capital Corporation, hereby severally appoint Theodore N.

Geisler and Robert E.

We, the undersigned directors and executive officers of Pinnacle West Capital Corporation, hereby severally appoint Andrew Cooper 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.

6 unchanged sentences

and Chief Executive Officer)

/s/ Theodore N.

Geisler Principal Financial Officer February 25, 2022

/s/ Andrew Cooper Principal Financial Officer February 27, 2023

(Andrew Cooper,

Senior Vice President and

7 unchanged sentences

Bryan Director February 27, 2023

Cortese, M.D.

Director February 25, 2022

Cortese, M.D.)

/s/ Richard P.

2 unchanged sentences

Klein, Ph.D.)

/s/ Gonzalo A.

de la Melena, Jr.

Director February 27, 2023

de la Melena, Jr.)

/s/ Kathryn L.

13 unchanged sentences

Guldner, Chairman of

the Board of Directors, President and

the Board of Directors 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.

We, the undersigned directors and executive officers of Arizona Public Service Company, hereby severally appoint Andrew Cooper and Robert E.

4 unchanged sentences

Guldner, Chairman and Director

of the Board of Directors, President and

of the Board of Directors and

Chief Executive Officer)

/s/ Theodore N.

Geisler Principal Financial Officer February 25, 2022

/s/ Andrew Cooper Principal Financial Officer February 27, 2023

(Andrew Cooper,

Senior Vice President and

7 unchanged sentences

Bryan Director February 27, 2023

Cortese, M.D.

Director February 25, 2022

Cortese, M.D.)

/s/ Richard P.

Fox Director February 27, 2023

Klein Director February 25, 2022

Director February 27, 2023

Klein, Ph.D.)

/s/ Gonzalo A.

de la Melena, Jr.

Director February 27, 2023

de la Melena, Jr.)

/s/ Kathryn L.

4 unchanged sentences

Spence Director February 27, 2023

Director February 25, 2022

Trevathan, Jr.

Director February 27, 2023

Trevathan, Jr.)

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures