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As Of Filer Filing For·On·As Docs:Size 5/01/19 Pinnacle West Capital Corp 10-Q 3/31/19 92:14M Arizona Public Service Co |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.92M
2: EX-10.1 Material Contract HTML 405K
3: EX-10.2 Material Contract HTML 67K
4: EX-10.3 Material Contract HTML 70K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
7: EX-31.3 Certification -- §302 - SOA'02 HTML 32K
8: EX-31.4 Certification -- §302 - SOA'02 HTML 32K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
17: R1 Document and Entity Information HTML 57K
18: R2 Condensed Consolidated Statements of Income HTML 117K
(Unaudited)
19: R3 Condensed Consolidated Statements of Comprehensive HTML 60K
Income (Unaudited)
20: R4 Condensed Consolidated Statements of Comprehensive HTML 36K
Income (Unaudited) (Parenthetical)
21: R5 Condensed Consolidated Balance Sheets (Unaudited) HTML 246K
22: R6 Condensed Consolidated Balance Sheets (Unaudited) HTML 35K
(Parenthetical)
23: R7 Condensed Consolidated Statements of Cash Flows HTML 153K
(Unaudited)
24: R8 Condensed Consolidated Statements of Changes in HTML 93K
Equity (Unaudited)
25: R9 Consolidation and Nature of Operations HTML 52K
26: R10 Revenue HTML 46K
27: R11 Long-Term Debt and Liquidity Matters HTML 53K
28: R12 Regulatory Matters HTML 259K
29: R13 Retirement Plans and Other Postretirement Benefits HTML 61K
30: R14 Palo Verde Sale Leaseback Variable Interest HTML 39K
Entities
31: R15 Derivative Accounting HTML 148K
32: R16 Commitments and Contingencies HTML 89K
33: R17 Other Income and Other Expense HTML 62K
34: R18 Earnings Per Share HTML 42K
35: R19 Fair Value Measurements HTML 303K
36: R20 Investments in Nuclear Decommissioning Trusts and HTML 117K
Other Special Use Funds
37: R21 New Accounting Standards HTML 33K
38: R22 Changes in Accumulated Other Comprehensive Loss HTML 101K
39: R23 Income Taxes HTML 34K
40: R24 Leases HTML 95K
41: R25 New Accounting Standards (Policies) HTML 32K
42: R26 Consolidation and Nature of Operations (Tables) HTML 47K
43: R27 Revenue (Tables) HTML 40K
44: R28 Long-Term Debt and Liquidity Matters (Tables) HTML 42K
45: R29 Regulatory Matters (Tables) HTML 168K
46: R30 Retirement Plans and Other Postretirement Benefits HTML 59K
(Tables)
47: R31 Palo Verde Sale Leaseback Variable Interest HTML 37K
Entities (Tables)
48: R32 Derivative Accounting (Tables) HTML 226K
49: R33 Other Income and Other Expense (Tables) HTML 61K
50: R34 Earnings Per Share (Tables) HTML 42K
51: R35 Fair Value Measurements (Tables) HTML 285K
52: R36 Investments in Nuclear Decommissioning Trusts and HTML 115K
Other Special Use Funds (Tables)
53: R37 Changes in Accumulated Other Comprehensive Loss HTML 100K
(Tables)
54: R38 Leases (Tables) HTML 90K
55: R39 Consolidation and Nature of Operations (Details) HTML 42K
56: R40 Revenue (Details) HTML 45K
57: R41 Long-Term Debt and Liquidity Matters - Narrative HTML 98K
(Details)
58: R42 Long-Term Debt and Liquidity Matters - Estimated HTML 35K
Fair Value of Long-Term Debt (Details)
59: R43 Regulatory Matters - Retail Rate Case Filing HTML 68K
(Details)
60: R44 Regulatory Matters - Cost Recovery Mechanism and HTML 173K
Net Metering (Details)
61: R45 Regulatory Matters - Four Corners and Cholla HTML 55K
(Details)
62: R46 Regulatory Matters - Schedule of Regulatory Assets HTML 80K
(Details)
63: R47 Regulatory Matters - Schedule of Regulatory HTML 69K
Liabilities (Details)
64: R48 Retirement Plans and Other Postretirement Benefits HTML 38K
- Narrative (Details)
65: R49 Retirement Plans and Other Postretirement Benefits HTML 55K
- Schedule of Net Benefit Cost (Details)
66: R50 Palo Verde Sale Leaseback Variable Interest HTML 58K
Entities - Narrative (Details)
67: R51 Palo Verde Sale Leaseback Variable Interest HTML 37K
Entities - Schedule of VIEs (Details)
68: R52 Derivative Accounting - Narrative (Details) HTML 37K
69: R53 Derivative Accounting - Schedule of Gross Notional HTML 30K
Amounts Outstanding (Details)
70: R54 Derivative Accounting - Gains and Losses from HTML 45K
Derivative Instruments (Details)
71: R55 Derivative Accounting - Derivative Instruments in HTML 93K
the Balance Sheets (Details)
72: R56 Derivative Accounting - Credit Risk and Credit HTML 34K
Related Contingent Features (Details)
73: R57 Commitments and Contingencies - Palo Verde Nuclear HTML 70K
Generating Station and Contractual Obligations
(Details)
74: R58 Commitments and Contingencies - Superfund-Related HTML 37K
Matters, Southwest Power Outage and Clean Air Act
(Details)
75: R59 Commitments and Contingencies - Environmental HTML 81K
Matters and Financial Assurances (Details)
76: R60 Other Income and Other Expense (Details) HTML 50K
77: R61 Earnings Per Share (Details) HTML 51K
78: R62 Fair Value Measurements - Assets and Liabilities HTML 117K
Measured on a Recurring Basis (Details)
79: R63 Fair Value Measurements - Significant Unobservable HTML 57K
Inputs Used to Value Level 3 Instruments (Details
2)
80: R64 Fair Value Measurements - Level 3 Rollforward HTML 44K
Derivatives (Details)
81: R65 Fair Value Measurements - Financial Instruments HTML 30K
Not Carried at Fair Value (Details)
82: R66 Investments in Nuclear Decommissioning Trusts and HTML 111K
Other Special Use Funds (Details)
83: R67 Changes in Accumulated Other Comprehensive Loss HTML 63K
(Details)
84: R68 Income Taxes (Details) HTML 27K
85: R69 Leases - Additional information (Details) HTML 38K
86: R70 Leases - Lease costs (Details) HTML 38K
87: R71 Leases - Maturity of our operating lease HTML 60K
liabilities (Details)
88: R72 Leases - Other additional information related to HTML 33K
operating lease liabilities (Details)
90: XML IDEA XML File -- Filing Summary XML 162K
16: XML XBRL Instance -- pnw-03311910q_htm XML 4.06M
89: EXCEL IDEA Workbook of Financial Reports XLSX 120K
12: EX-101.CAL XBRL Calculations -- pnw-20190331_cal XML 314K
13: EX-101.DEF XBRL Definitions -- pnw-20190331_def XML 1.15M
14: EX-101.LAB XBRL Labels -- pnw-20190331_lab XML 2.24M
15: EX-101.PRE XBRL Presentations -- pnw-20190331_pre XML 1.29M
11: EX-101.SCH XBRL Schema -- pnw-20190331 XSD 260K
91: JSON XBRL Instance as JSON Data -- MetaLinks 440± 679K
92: ZIP XBRL Zipped Folder -- 0000764622-19-000046-xbrl Zip 539K
| Exhibit |
A. | The Board of
Directors of the Company (the “Board of Directors”) has adopted, and the shareholders of the Company have approved, the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan (the “Plan”), pursuant to which Restricted Stock Units and Dividend Equivalents may be granted to employees of the Company and its subsidiaries. |
B. | The Company desires to grant to Employee Restricted Stock Units and Dividend Equivalents under the terms of the Plan. |
C. | Pursuant to the Plan, the Company and Employee
agree as follows: |
1. | Grant of Award. Pursuant to action of the Committee which was taken on the Date of Grant, the Company grants to Employee ___________ ( ) Restricted Stock Units and related Dividend Equivalents. |
2. | Award Subject to Plan. This Restricted Stock Unit Award and the related Dividend Equivalent Award are granted under and are expressly subject to all of the terms and provisions
of the Plan, which terms are incorporated herein by reference, and this Award Agreement. In the event of any conflict between the terms and conditions of this Award Agreement and the Plan, the provisions of the Plan shall control. |
3. | Vesting of Restricted Stock Units. |
(a) | Regular Vesting. The Restricted Stock Units granted pursuant to Section 1 will vest and no longer be subject to the
restrictions of and forfeiture under this Award Agreement on the following dates (each a “Vesting Date”) and as otherwise set forth in this Section 3: |
i. | ____ Restricted Stock Units will vest on _______________; |
ii. | ____ Restricted Stock Units will vest on _______________; |
iii. | ____
Restricted Stock Units will vest on _______________; and |
iv. | The remaining ____ Restricted Stock Units will vest on _______________. |
(b) | Normal or Early Retirement, Death or Disability. |
i. | Provided that Employee either qualifies for “Early Retirement” or “Normal Retirement”,
as defined in the Pinnacle West Capital Corporation |
ii. | The Restricted Stock Units will fully vest and no longer be subject to the restrictions of and forfeiture under this Award Agreement upon Employee’s Termination of Employment which constitutes an Early Retirement or a Normal Retirement. |
(c) | Late
Career Recipient. If, at the time of Employee’s death, Disability or retirement, Employee has reached sixty (60) years of age and has been credited with at least five (5) Years of Service, as defined under the Retirement Plan, and does not otherwise meet the criteria for Early Retirement or Normal Retirement under the Retirement Plan, Employee shall be treated for purposes of this Agreement as a “Late Career Recipient.” Upon the date of a Late Career Recipient’s retirement (the “Effective Date”), a portion of Employee’s unvested Restricted Stock Units that would have vested on the next Vesting Date will vest on a straight pro-rata basis based on the number of days elapsed between the last Vesting Date (or, if a Vesting Date has not yet occurred, the Date of Grant) and the Effective Date. Payment will be made on the next Vesting Date following the Effective Date in accordance with Section
4(a). No fractional Stock shall be issued. If the Stock payout results in a fractional share of one-half or greater, such fraction will be increased to provide for the issuance of a full share of Stock. |
(d) | Termination Without Cause. In the event Employee’s employment is terminated by the Company without cause, the Chief Executive Officer of the Company (the “CEO”) may determine in his discretion if, to what extent, and when, any unvested portion of the Restricted Stock Units granted pursuant to this Award should vest; provided, however, that (i) any vesting of unvested Restricted Stock Units pursuant to this Section 3(d) shall
be approved by the Chair of the Committee, and (ii) nothing herein shall obligate the CEO to exercise his discretion to cause any unvested Restricted Stock Units to vest. |
(e) | Termination For Cause. Notwithstanding any other provision in this Section 3, in the event Employee’s employment is terminated for Cause, then regardless of Employee’s retirement, Early Retirement, Normal Retirement, death or Disability, Employee shall forfeit the right to receive any cash payment or Stock hereunder that Employee would otherwise be entitled to receive following his or her date of termination. For purposes only of this Section 3(e), “Cause”
means (A) embezzlement, theft, fraud, deceit and/or dishonesty by the Employee involving the property, business or affairs of the Company or any of its subsidiaries, or (B) an act of moral turpitude which in the sole judgment of the CEO reflects adversely on the business or reputation of the Company or any of its subsidiaries or negatively affects any of the Company’s or any of its subsidiaries’ employees or customers. |
(f) | Disability. “Disability” has the meaning set forth for such term in the Retirement Plan. |
4. | Payment. |
(a) | Time
and Form of Payment. When a Restricted Stock Unit vests in accordance with Section 3 above, Employee (or his or her estate) shall receive in exchange |
(b) | Election
of Form of Payment. No later than ___________, Employee must elect to receive payment for Employee’s vested Restricted Stock Units and Dividend Equivalents in (i) fully transferable shares of Stock, (ii) 50% in cash and 50% in fully transferrable shares of Stock or (iii) 100% in cash by completing and returning to the Company the election form attached to this Agreement. In the absence of a timely election by Employee, Employee will receive payment for the vested Restricted Stock Units and Dividend Equivalents in fully transferable shares of Stock. |
(c) | Dividend Equivalents. In satisfaction of the Dividend Equivalents Award made pursuant to Section 1, at the
time of the Company’s delivery of payment pursuant to Section 3 or Section 4(a), the Company also will deliver to Employee a payment equal to the amount of dividends, if any, that Employee would have received if Employee had directly owned the Stock to which the Restricted Stock Units relate from the Date of Grant to the applicable Vesting Date, plus interest on such amount at the rate of 5 percent compounded quarterly. Pursuant to the election filed by the Employee pursuant to Section 4(b), payment for the Dividend Equivalents and interest will be made in (i) fully transferrable shares of Stock, (ii) 50% in cash and 50% in fully transferrable shares of Stock or (iii) 100% in cash. The number of shares of Stock distributed to Employee will be determined by dividing the amount of the Dividend
Equivalents and interest by the Fair Market Value of one share of Stock as of the applicable Vesting Date. No fractional Stock shall be issued. If the Stock payout results in a fractional share of one-half or greater, such fraction will be increased to provide for the issuance of a full share of Stock. |
(d) | Impact on Retirement Plans. The value of the shares of Stock distributed upon payment for the Restricted Stock Units and Dividend Equivalents will be disregarded for purposes of calculating the amount of Employee’s benefit under any Company retirement plans. |
5. | Termination
of Award. Except as otherwise provided in Section 3 above or in Article 15 of the Plan, in the event of the termination of Employee’s employment with the Company or any of its subsidiaries, whether due to voluntary or involuntary termination, retirement, death, Disability or otherwise, Employee’s right to vest in any additional Restricted Stock |
6. | Section 409A Compliance. If the Company concludes, in the exercise of its discretion, that this Award is subject to Section 409A of the Code, the Plan and this Award Agreement shall be administered in compliance with Section 409A and each provision of this Award Agreement and the Plan shall be interpreted to comply with Section 409A. If the Company concludes, in the exercise of its discretion, that this Award is not subject to Section 409A, but, instead, is eligible for the short-term deferral exception to the requirements of Section 409A, the Plan and this Award Agreement shall be administered to comply with the requirements of the short-term deferral exception to the requirements of Section 409A and each provision
of this Award Agreement and the Plan shall be interpreted to comply with the requirements of such exception. In either event, Employee does not have any right to make any election regarding the time or form of any payment due under this Award Agreement other than the election described in Section 4(b). |
7. | Tax Withholding. Employee is responsible for any and all federal, state, and local income, payroll or other tax obligations or withholdings (collectively, the “Taxes”) arising out of this Award. Employee shall pay any and all Taxes due in connection with a payout of Stock or cash hereunder by having the Company withhold cash or shares of Stock from such payout. |
8. | Continued
Employment. Nothing in the Plan or this Award Agreement shall be interpreted to interfere with or limit in any way the right of the Company or its subsidiaries to terminate Employee’s employment or services at any time. In addition, nothing in the Plan or this Award Agreement shall be interpreted to confer upon Employee the right to continue in the employ or service of the Company or its subsidiaries. |
9. | Confidentiality. During Employee’s employment and after termination thereof for any reason, Employee agrees that Employee will not, directly or indirectly, in one or a series of transactions, disclose to any person, or use or otherwise exploit for Employee’s own benefit or for
the benefit of anyone other than the Company or any of its Affiliates any Confidential Information (as hereinafter defined), whether prepared by Employee or not; provided, however, that during the term of Employee’s employment, any Confidential Information may be disclosed (i) to officers, representatives, employees and agents of the Company and its Affiliates who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the business, and (ii) in good faith by Employee in connection with the performance of Employee’s job duties to persons who are authorized to receive such information by the Company or its Affiliates. Employee shall have no obligation to keep confidential any Confidential Information, if and to the extent disclosure of any such information is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Employee shall provide the
Company with prompt notice of such requirement, prior to making any disclosure, so that it may seek an appropriate protective order. |
10. | Restrictive Covenants. |
(a) | Non-Competition.
Employee agrees that for a period of 12 months following any Termination of Employment voluntarily by Employee (other than due to Disability), Employee shall not, without the prior written consent of the Company’s General Counsel, participate, whether as a consultant, employee, contractor, partner, owner (ownership of less than 5% of the outstanding stock of a publicly traded company will not be considered ownership under this provision), co-owner, or otherwise, with any business, corporation, group, entity or individual that is or intends to be engaged in the business activity of supplying electricity in any area of Arizona for which the Company or its Affiliates is authorized to supply electricity. |
(b) | Employee Non-Solicitation. Employee
agrees that for a period of 12 months following Employee’s Termination of Employment for any reason, Employee will not encourage, induce, or otherwise solicit, or actively assist any other person or organization to encourage, induce or otherwise solicit, directly or indirectly, any employee of the Company or any of its Affiliates to terminate his or her employment with the Company or its Affiliates, or otherwise interfere with the advantageous business relationship of the Company and its Affiliates with their employees. |
(c) | [No Pledging or Hedging. Employee agrees that during his or her term of employment and for a period of 90 days thereafter, Employee will
not pledge, margin, hypothecate, hedge, or otherwise grant an economic interest in any shares of Company stock received by Employee pursuant to this Award (net of shares sold or surrendered to meet tax withholding or exercise requirements). This restriction shall extend to the purchase or creation of any short sales, zero-cost collars, forward sales contracts, puts, calls, options or other derivative securities in respect of any shares of Company stock.] |
(d) | Remedies. If Employee fails to comply with Sections 9, 10(a), [or] 10(b) [or] [10(c)] in a material respect, the Company may (i) cause any of Employee’s unvested Restricted Stock Units and related Dividend Equivalents to be
cancelled and forfeited, (ii) refuse to deliver shares of Stock or cash in exchange for vested Restricted Stock Units or Dividend Equivalents, and/or (iii) pursue any other rights and remedies the Company may have pursuant to this Award Agreement or the Plan at law or in equity including, specifically, injunctive relief. |
11. | Cooperation with Government Agencies. Employee shall have no obligation to keep confidential any Confidential Information, if and to the extent disclosure of any such information is specifically permitted by law, because Employee is providing information to government investigatory or enforcement agencies, such as the Nuclear Regulatory Commission, Department of Labor, Equal Employment Opportunity Commission
(or its state equivalent), National Labor Relations Board, the Occupational Safety and Health |
12. | Non‑Transferability.
Neither this Award nor any rights under this Award Agreement may be assigned, transferred, or in any manner encumbered except as provided in the Plan. |
13. | Definitions: Copy of Plan and Plan Prospectus. To the extent not specifically defined in this Award Agreement, all capitalized terms used in this Award Agreement will have the same meanings ascribed to them in the Plan. By signing this Award Agreement, Employee acknowledges receipt of a copy of the Plan and the related Plan prospectus. |
14. | Amendment. Except
as provided below, any amendments to this Award Agreement must be made by a written agreement executed by the Company and Employee. The Company may amend this Award Agreement unilaterally, without the consent of Employee, if the change (i) is required by law or regulation, (ii) does not adversely affect in any material way the rights of Employee, or (iii) is required to cause the benefits under the Plan to qualify for favorable tax treatment either for the Company or Employee or to comply with the provisions of Section 409A of the Code and applicable regulations or other interpretive authority. Additional rules relating to amendments to the Plan or any Award Agreement to assure compliance with Section 409A of the Code are set forth in Section 17.15 of the Plan |
INFORMATION ABOUT YOU | ||||||||
Last | First | Middle
Initial | Employee ID# | |||||
In accordance with the terms of the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan and pursuant to Section 4(b) of the Award Agreement, I hereby elect to receive payment for the Restricted Stock Units and Dividend Equivalents that vest on the dates set forth below in the following form (place an “X” in the “100% Stock” column, in the “50% Cash/50% Stock” column or in the “100% Cash” column for each of the years and types of Awards set forth below): | ||||||||
Restricted
Stock Units and Dividend Equivalents | ||||||||
Vesting Date | 100% Stock | 50% Cash/ 50% Stock | 100% Cash | |||||
__/__/_____ | ¨ ¨ ¨ ¨ | ¨ ¨ ¨ ¨ | ¨ ¨ ¨ ¨ | |||||
__/__/_____ | ||||||||
__/__/_____ | ||||||||
__/__/_____ | ||||||||
__________________________________________ PARTICIPANT
NAME (PLEASE PRINT) __________________________________________ PARTICIPANT SIGNATURE | ______________________ DATE | |||||||
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/1/19 | 8-K | ||
| For Period end: | 3/31/19 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Pinnacle West Capital Corp. 10-K 12/31/23 147:25M 2/27/23 Pinnacle West Capital Corp. 10-K 12/31/22 146:28M 2/25/22 Pinnacle West Capital Corp. 10-K 12/31/21 150:28M 2/24/21 Pinnacle West Capital Corp. 10-K 12/31/20 144:26M |