Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.25M
2: EX-4.9 Instrument Defining the Rights of Security Holders HTML 63K
3: EX-10.4.4 Material Contract HTML 51K
4: EX-10.4.5A Material Contract HTML 47K
5: EX-10.4.5B Material Contract HTML 45K
6: EX-10.4.6 Material Contract HTML 58K
7: EX-10.4.7 Material Contract HTML 52K
8: EX-10.4.8 Material Contract HTML 51K
9: EX-10.6.4 Material Contract HTML 40K
10: EX-10.6.5K Material Contract HTML 77K
11: EX-10.6.5L Material Contract HTML 77K
12: EX-21.1 Subsidiaries List HTML 37K
13: EX-23.1 Consent of Expert or Counsel HTML 37K
14: EX-23.2 Consent of Expert or Counsel HTML 37K
15: EX-31.1 Certification -- §302 - SOA'02 HTML 43K
16: EX-31.2 Certification -- §302 - SOA'02 HTML 43K
17: EX-31.3 Certification -- §302 - SOA'02 HTML 43K
18: EX-31.4 Certification -- §302 - SOA'02 HTML 43K
19: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
20: EX-32.2 Certification -- §906 - SOA'02 HTML 41K
27: R1 Cover Page HTML 115K
28: R2 Consolidated Statements of Income HTML 136K
29: R3 Consolidated Statements of Comprehensive Income HTML 74K
30: R4 Consolidated Statements of Comprehensive Income HTML 46K
(Parenthetical)
31: R5 Consolidated Balance Sheets HTML 254K
32: R6 Consolidated Balance Sheets (Parenthetical) HTML 56K
33: R7 Consolidated Statements of Cash Flows HTML 165K
34: R8 Consolidated Statements of Changes in Equity HTML 129K
35: R9 Consolidated Statements of Changes in Equity HTML 39K
(Parenthetical)
36: R10 Summary of Significant Accounting Policies HTML 123K
37: R11 Revenue HTML 71K
38: R12 New Accounting Standards HTML 49K
39: R13 Regulatory Matters HTML 258K
40: R14 Income Taxes HTML 225K
41: R15 Lines of Credit and Short-Term Borrowings HTML 58K
42: R16 Long-Term Debt and Liquidity Matters HTML 105K
43: R17 Retirement Plans and Other Postretirement Benefits HTML 311K
44: R18 Leases HTML 87K
45: R19 Jointly-Owned Facilities HTML 87K
46: R20 Commitments and Contingencies HTML 99K
47: R21 Asset Retirement Obligations HTML 50K
48: R22 Fair Value Measurements HTML 159K
49: R23 Earnings Per Share HTML 54K
50: R24 Stock-Based Compensation HTML 75K
51: R25 Derivative Accounting HTML 121K
52: R26 Other Income and Other Expense HTML 80K
53: R27 Palo Verde Sale Leaseback Variable Interest HTML 48K
Entities
54: R28 Investments in Nuclear Decommissioning Trusts and HTML 108K
Other Special Use Funds
55: R29 Changes in Accumulated Other Comprehensive Loss HTML 77K
56: R30 Schedule I - Condensed Financial Information of HTML 148K
Registrant
57: R31 Summary of Significant Accounting Policies HTML 141K
(Policies)
58: R32 Summary of Significant Accounting Policies HTML 80K
(Tables)
59: R33 Revenue (Tables) HTML 64K
60: R34 Regulatory Matters (Tables) HTML 162K
61: R35 Income Taxes (Tables) HTML 224K
62: R36 Lines of Credit and Short-Term Borrowings (Tables) HTML 54K
63: R37 Long-Term Debt and Liquidity Matters (Tables) HTML 103K
64: R38 Retirement Plans and Other Postretirement Benefits HTML 304K
(Tables)
65: R39 Leases (Tables) HTML 85K
66: R40 Jointly-Owned Facilities (Tables) HTML 88K
67: R41 Commitments and Contingencies (Tables) HTML 55K
68: R42 Asset Retirement Obligations (Tables) HTML 48K
69: R43 Fair Value Measurements (Tables) HTML 139K
70: R44 Earnings Per Share (Tables) HTML 54K
71: R45 Stock-Based Compensation (Tables) HTML 92K
72: R46 Derivative Accounting (Tables) HTML 168K
73: R47 Other Income and Other Expense (Tables) HTML 79K
74: R48 Palo Verde Sale Leaseback Variable Interest HTML 47K
Entities (Tables)
75: R49 Investments in Nuclear Decommissioning Trusts and HTML 107K
Other Special Use Funds (Tables)
76: R50 Changes in Accumulated Other Comprehensive Loss HTML 76K
(Tables)
77: R51 Summary of Significant Accounting Policies - HTML 121K
Additional Information (Details)
78: R52 Summary of Significant Accounting Policies - HTML 66K
Summary of Property, Plant and Equipment (Details)
79: R53 Summary of Significant Accounting Policies - HTML 62K
Supplemental Cash Flow Information (Details)
80: R54 Revenue - Sources of Revenue (Details) HTML 55K
81: R55 Revenue - Additional Information (Details) HTML 52K
82: R56 Revenue - Allowance for Doubtful Accounts HTML 45K
(Details)
83: R57 Regulatory Matters - Regulatory Matters - COVID-19 HTML 79K
(Details)
84: R58 Regulatory Matters - Retail Rate Case Filing HTML 136K
(Details)
85: R59 Regulatory Matters - Capital Structure and Costs HTML 52K
of Capital (Details)
86: R60 Regulatory Matters - Additional Information HTML 285K
(Details)
87: R61 Regulatory Matters - Deferred Fuel and Purchased HTML 50K
Power Regulatory Asset (Details)
88: R62 Regulatory Matters - Four Corners, Cholla and HTML 51K
Navajo Plant (Details)
89: R63 Regulatory Matters - Schedule of Regulatory Assets HTML 96K
(Details)
90: R64 Regulatory Matters - Schedule of Regulatory HTML 96K
Liabilities (Details)
91: R65 Income Taxes - Additional Information (Details) HTML 62K
92: R66 Income Taxes - Reconciliation of Unrecognized Tax HTML 59K
Benefits (Details)
93: R67 Income Taxes - Summary of Unrecognized Tax HTML 47K
Benefits (Details)
94: R68 Income Taxes - Components of Income Tax Expense HTML 64K
(Details)
95: R69 Income Taxes - Effective Tax Rate Reconciliation HTML 71K
(Details)
96: R70 Income Taxes - Components of Deferred Income Tax HTML 109K
Liability (Details)
97: R71 Lines of Credit and Short-Term Borrowings - HTML 57K
Schedule of Credit Facilities (Details)
98: R72 Lines of Credit and Short-Term Borrowings - HTML 104K
Additional Information (Details)
99: R73 Long-Term Debt and Liquidity Matters - Components HTML 100K
of Long-Term Debt (Details)
100: R74 Long-Term Debt and Liquidity Matters - Additional HTML 116K
Information (Details)
101: R75 Long-Term Debt and Liquidity Matters - Future HTML 61K
Principal Payments (Details)
102: R76 Long-Term Debt and Liquidity Matters - Fair Value HTML 46K
of Long-Term Debt (Details)
103: R77 Retirement Plans and Other Postretirement Benefits HTML 84K
- Additional Information (Details)
104: R78 Retirement Plans and Other Postretirement Benefits HTML 66K
- Net Periodic Benefit Costs and Portion including
Portion Charged to Expense (Details)
105: R79 Retirement Plans and Other Postretirement Benefits HTML 78K
- Changes Benefit Obligations and Funded Status
(Details)
106: R80 Retirement Plans and Other Postretirement Benefits HTML 49K
- Projected Benefit Obligation for Pension Plans
(Details)
107: R81 Retirement Plans and Other Postretirement Benefits HTML 56K
- Amounts Recognized on the Consolidated Balance
Sheets (Details)
108: R82 Retirement Plans and Other Postretirement Benefits HTML 55K
- Impact to Accumulated Other Comprehensive Loss
(Details)
109: R83 Retirement Plans and Other Postretirement Benefits HTML 80K
- Weighted-Average Assumptions for Pensions and
Other Benefits (Details)
110: R84 Retirement Plans and Other Postretirement Benefits HTML 61K
- Asset Allocation (Details)
111: R85 Retirement Plans and Other Postretirement Benefits HTML 118K
- Fair Value of Pinnacle West's Pension Plan
(Details)
112: R86 Retirement Plans and Other Postretirement Benefits HTML 55K
- Estimated Future Benefit Payments (Details)
113: R87 Leases - Additional information (Details) HTML 61K
114: R88 Leases - Lease costs (Details) HTML 53K
115: R89 Leases - Maturity of our operating lease HTML 66K
liabilities (Details)
116: R90 Leases - Other additional information related to HTML 47K
operating lease liabilities (Details)
117: R91 Jointly-Owned Facilities (Details) HTML 102K
118: R92 Commitments and Contingencies - Palo Verde Nuclear HTML 119K
Generating Station and Contractual Obligations
(Details)
119: R93 Commitments and Contingencies - Superfund-Related HTML 48K
Matters and Southwest Power Outage (Details)
120: R94 Commitments and Contingencies - Environmental HTML 105K
Matters and Financial Assurances (Details)
121: R95 Asset Retirement Obligations (Details) HTML 63K
122: R96 Fair Value Measurements - Fair Value of Assets and HTML 122K
Liabilities (Details)
123: R97 Fair Value Measurements - Additional Information HTML 48K
(Details)
124: R98 Earnings Per Share (Details) HTML 66K
125: R99 Stock-Based Compensation - Additional Information HTML 101K
(Details)
126: R100 Stock-Based Compensation - Summary of Restricted HTML 49K
Stock, Stock Grants, Stock Units and Performance
Shares (Details)
127: R101 Stock-Based Compensation - Status of Nonvested HTML 78K
Restricted Stock, Stock Grants, Stock Units and
Performance Shares (Details)
128: R102 Derivative Accounting - Additional Information HTML 56K
(Details)
129: R103 Derivative Accounting - Outstanding Gross Notional HTML 42K
Amounts Outstanding (Details)
130: R104 Derivative Accounting - Gains and Losses from HTML 55K
Derivative Instruments (Details)
131: R105 Derivative Accounting - Derivative Instruments in HTML 97K
the Balance Sheet (Details)
132: R106 Derivative Accounting - Credit Risk and Related HTML 45K
Contingent Features (Details)
133: R107 Other Income and Other Expense (Details) HTML 79K
134: R108 Palo Verde Sale Leaseback Variable Interest HTML 70K
Entities (Details)
135: R109 Palo Verde Sale Leaseback Variable Interest HTML 51K
Entities - Schedule of VIEs (Details)
136: R110 Investments in Nuclear Decommissioning Trusts and HTML 133K
Other Special Use Funds (Details)
137: R111 Changes in Accumulated Other Comprehensive Loss HTML 73K
(Details)
138: R112 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF HTML 77K
REGISTRANT - Comprehensive Income (Details)
139: R113 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF HTML 154K
REGISTRANT - Balance Sheets (Details)
140: R114 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF HTML 117K
REGISTRANT - Cash Flows (Details)
142: XML IDEA XML File -- Filing Summary XML 254K
26: XML XBRL Instance -- pnw-20201231_htm XML 7.07M
141: EXCEL IDEA Workbook of Financial Reports XLSX 234K
22: EX-101.CAL XBRL Calculations -- pnw-20201231_cal XML 507K
23: EX-101.DEF XBRL Definitions -- pnw-20201231_def XML 2.30M
24: EX-101.LAB XBRL Labels -- pnw-20201231_lab XML 3.87M
25: EX-101.PRE XBRL Presentations -- pnw-20201231_pre XML 2.51M
21: EX-101.SCH XBRL Schema -- pnw-20201231 XSD 465K
143: JSON XBRL Instance as JSON Data -- MetaLinks 763± 1.19M
144: ZIP XBRL Zipped Folder -- 0000764622-21-000013-xbrl Zip 1.24M
This Discretionary Credit Award Agreement (the “Agreement”) is entered into by and between Arizona Public Service Company (“APS”) and Maria Lacal (“Employee”).
1.Background. The Company and Employee previously entered into a Retention Agreement dated December 19, 2008 and amended as of May
24, 2011 and a Discretionary Credit Award Agreement dated October 31, 2014, which continue to remain in effect.
2.Purpose. Section 3.9 of the Deferred Compensation Plan of 2005 for Employees of Pinnacle West Capital Corporation and Affiliates (the “Deferred Compensation Plan”) allows APS to award Discretionary Credits in such amounts and subject to such terms and conditions as APS deems appropriate. The purpose of this Agreement is to award Discretionary Credits to Employee subject to the terms and conditions set forth below.
3.Definitions. A number of key terms, with specialized meanings, are used throughout this Agreement. These key terms are identified by the capitalization of the
initial letter of each word or phrase even when the word or phrase does not begin a sentence. Each of these key terms will be given the meaning ascribed to it in the Deferred Compensation Plan unless the term is defined in this Agreement. Whenever these key terms are used, they will be given the defined meaning unless a clearly different meaning is required by the context.
4.Discretionary Credits. Two Discretionary Credits in the aggregate amount of $250,000 will be allocated to a Discretionary Credit Account (the “Discretionary Credit Account”) established for the benefit of Employee pursuant to Section 3.9 of the Deferred Compensation Plan. APS shall credit the Discretionary Credit Account with an amount equal to $125,000 on July 1, 2017 and an amount equal to $125,000 on July 1,
2018 provided that the Employee remains employed with APS on each such crediting date and demonstrates sustained competent performance of her assigned job responsibilities.
5.Interest. The Discretionary Credit Account shall be credited with interest in accordance with Section 3.5 of the Deferred Compensation Plan.
6.Vesting. The Discretionary Credit Account vests on July 1, 2019. If Employee Separates from Service prior to July 1, 2019, the amounts allocated to the Discretionary Credit Account will be forfeited; provided, however, that if Employee’s employment with APS is involuntarily terminated by APS without Cause, Employee dies or Employee becomes Disabled prior to July
1, 2019, all amounts previously credited to the Discretionary Credit Account will be fully vested as of the date of the termination by APS without Cause, death or Disability as applicable. For purposes of this document, “Disability” shall have the meaning ascribed to it in the Pinnacle West Capital Corporation Long-Term Disability Plan. For purposes of this document, “Cause” means any act or omission that could result in disciplinary action pursuant to applicable laws or APS policies and procedures, as determined in the sole discretion of APS. The determination of whether “Cause” exists shall be made by APS, in its sole and absolute discretion, in accordance with its personnel policies and procedures.
7.Payment
of Discretionary Credits.
(a)General Rule. Except as otherwise provided below in this Section 7, Employee’s vested interest in her Discretionary Credit Account will be paid to Employee in substantially equal installments over a period of approximately five years following Employee’s Separation from Service with the first installment payment to made within 30 days following Employee’s Separation from Service and each subsequent installment payment shall be made on the next four anniversaries of the first payment date, unless Employee is a Specified Employee on the date of her Separation from Service. If Employee is a Specified Employee on the date of her Separation from Service, the first installment payment shall be paid within 30 days following the first day of the seventh month following Employee’s Separation from Service and each subsequent installment
payment shall be made on the next four anniversaries of the first payment date. The Discretionary Credit Account may not be distributed as a ShortTerm Payout or due to an Unforeseeable Financial Emergency.
(b)Disability. If Employee becomes Disabled prior to her Separation from Service and if such Disability occurs prior to July 1, 2019, Employee shall receive a single lump sum payment of Employee’s vested interest in her Discretionary Credit Account on the first business day following July 1, 2019 as long as the Disability constitutes a “disability” as defined in Section 409A of the Code. If the Disability does not constitute a “disability” as defined in Section 409A of the Code, the general rule set forth in Section 7(a) will apply, unless Employee incurs a Separation
from Service before July 1, 2019, in which case Employee shall receive a single lump sum payment of Employee’s vested interest in her Discretionary Credit Account within 30 days following Employee’s Separation from Service, unless Employee is a Specified Employee on the date of her Separation from Service. If Employee is a Specified Employee on the date of her Separation from Service, Employee’s vested interest in her Discretionary Credit Account shall be paid within 30 days following the first day of the seventh month following Employee’s Separation from Service.
(c)Death. If Employee dies while employed by the Company, or after the commencement of installment payments as described in Section 7(a) but before all such payments have been made in full, the Beneficiary designated by Employee pursuant to the Deferred Compensation Plan
shall receive a single lump sum payment of Employee’s vested interest in her Discretionary Credit Account within sixty days of Employee’s death.
(d)Termination without Cause. If Employee’s employment is terminated by the Company without cause and if, as a result of such termination, Employee incurs a Separation from Service before July 1, 2019, Employee shall receive a single lump sum payment of Employee’s vested interest in her Discretionary Credit Account within 30 days following Employee’s Separation from Service, unless Employee is a Specified Employee on the date of her Separation from Service. If Employee is a Specified Employee on the date of her Separation from Service, Employee’s vested interest in her Discretionary Credit Account shall be paid within 30 days following the first day of the seventh month following Employee’s
Separation from Service.
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8.Employee’s Plan Status. Regardless of whether Employee makes an Annual Deferral pursuant to the terms of the Deferred Compensation Plan for the relevant Plan Year, Employee shall be deemed to be a Participant in the Deferred Compensation Plan and to have elected to participate in the Deferred Compensation Plan for the limited purpose of receiving the Discretionary Credits described in this Agreement. This Agreement shall be deemed to be Employee’s Election Form for purposes of Section 2.2 and Section 3.3 of the Deferred Compensation Plan.
9.Relationship to Other Benefits. The Discretionary Credits allocated
to Employee pursuant to this Agreement shall not be taken into account as compensation or for purposes of determining any benefits due to Employee pursuant to the terms of any pension, retirement, savings, profit sharing, incentive, group insurance or other tax qualified or nonqualified benefit plan sponsored by APS, Pinnacle West Capital Corporation or any affiliate of either. In addition, the amounts payable to Employee attributable to the Discretionary Credit Account established for Employee pursuant to the Deferred Compensation Plan shall be disregarded for purposes of the benefit plans referred to in the preceding sentence.
10.Plan Document. As provided above, this Agreement is entered into pursuant to the provisions of Section 3.9 of the Deferred Compensation Plan. Accordingly, except as otherwise set forth in this Agreement, the provisions of the Deferred Compensation Plan
shall apply in determining the rights of Employee as well as the administration of Employee’s Discretionary Credit Account. In cases of conflict, this Agreement controls over any conflicting provisions of the Deferred Compensation Plan, except as may be required by Section 409A of the Internal Revenue Code or the provisions of any other applicable law or regulation.
11.Amendments. This Agreement may not be modified, altered or changed except by a written agreement signed by APS and Employee.
12.Confidentiality. Employee shall hold the existence and terms of this Agreement in confidence. Employee shall not publicly or privately discuss or disclose the nature or content of this Agreement. However, Employee may disclose the terms of this Agreement if required by federal or state law, and Employee
may disclose the terms of this Agreement to Employee’s accountant, attorney, consultant and spouse. In addition, APS and Employee may disclose this Agreement as necessary to enforce its provisions.
13.Reporting to Federal and State Agencies. Nothing in this Agreement shall be construed to prohibit Employee from reporting or disclosing any suspected instance of illegal activity of any nature, any nuclear safety concerns, any workplace safety concerns, or any public safety concerns to the Nuclear Regulatory Commission (“NRC”), the United States Department of Labor (“DOL”), or any other federal, state, or local government agency or court. This Agreement shall not be construed to prohibit Employee from providing information to the NRC, DOL, Equal Employment Opportunity Commission, United States Securities and Exchange Commission, Occupational Safety and Health Administration,
or Arizona Division of Occupational Safety and Health, or testifying in any civil or criminal proceedings, even if such information or testimony being provided relates to the claims or matters covered by this Agreement. This Agreement shall not be construed as a waiver or withdrawal of any safety
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concerns which Employee has or may have reported to the NRC or DOL, or withdrawal of any participation by Employee in any NRC proceedings. In this regard, the parties to this Agreement understand that this Agreement shall be interpreted in a manner consistent with 10 CFR § 50.7(f). Notwithstanding anything to the contrary in this paragraph, Employee hereby waives and releases any right to receive any relief as a result of the Employee's participation in any investigation or proceeding
of the NRC, DOL, or any federal, state, or local government agency or court.
14.Entire Agreement. APS and Employee acknowledge and agree that this Agreement and the Deferred Compensation Plan constitute the entire agreement between APS and Employee with respect to the subject matter hereof.
15.Severability. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, APS and Employee have executed this Agreement on the dates set forth below.
