SEC Info - Pinnacle West Capital Corp, et al. - ‘10-K’ for 12/31/18

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Pinnacle West Capital Corp, et al. – ‘10-K’ for 12/31/18 – ‘EX-10.4.2’

On: Friday, 2/22/19, at 8:37am ET · For: 12/31/18 · Accession #: 764622-19-19 · File #s: 1-04473, 1-08962

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/22/19  Pinnacle West Capital Corp        10-K       12/31/18  140:29M
          Arizona Public Service Co

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   4.29M 
 5: EX-10.11.1  Material Contract                                   HTML    376K 
 2: EX-10.4.2   Material Contract                                   HTML     52K 
 3: EX-10.4.3   Material Contract                                   HTML     54K 
 4: EX-10.6.4   Material Contract                                   HTML     41K 
 6: EX-21.1     Subsidiaries List                                   HTML     36K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     37K 
 8: EX-23.2     Consent of Experts or Counsel                       HTML     37K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     46K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     46K 
11: EX-31.3     Certification -- §302 - SOA'02                      HTML     46K 
12: EX-31.4     Certification -- §302 - SOA'02                      HTML     45K 
13: EX-32.1     Certification -- §906 - SOA'02                      HTML     42K 
14: EX-32.2     Certification -- §906 - SOA'02                      HTML     42K 
21: R1          Document and Entity Information                     HTML     78K 
22: R2          Consolidated Statements of Income                   HTML    130K 
23: R3          Consolidated Statements of Comprehensive Income     HTML     73K 
24: R4          Consolidated Statements of Comprehensive Income     HTML     48K 
                (Parenthetical)                                                  
25: R5          Consolidated Balance Sheets                         HTML    252K 
26: R6          Consolidated Balance Sheets (Parenthetical)         HTML     59K 
27: R7          Consolidated Statements of Cash Flows               HTML    194K 
28: R8          Consolidated Statements of Changes in Equity        HTML    118K 
29: R9          Consolidated Statements of Changes in Equity        HTML     39K 
                (Parenthetical)                                                  
30: R10         Summary of Significant Accounting Policies          HTML    125K 
31: R11         New Accounting Standards                            HTML     65K 
32: R12         Regulatory Matters                                  HTML    279K 
33: R13         Income Taxes                                        HTML    296K 
34: R14         Lines of Credit and Short-Term Borrowings           HTML     69K 
35: R15         Long-Term Debt and Liquidity Matters                HTML    135K 
36: R16         Retirement Plans and Other Benefits                 HTML    424K 
37: R17         Leases                                              HTML     58K 
38: R18         Jointly-Owned Facilities                            HTML    117K 
39: R19         Commitments and Contingencies                       HTML    128K 
40: R20         Asset Retirement Obligations                        HTML     54K 
41: R21         Selected Quarterly Financial Data (Unaudited)       HTML    151K 
42: R22         Fair Value Measurements                             HTML    304K 
43: R23         Earnings Per Share                                  HTML     59K 
44: R24         Stock-Based Compensation                            HTML     94K 
45: R25         Derivative Accounting                               HTML    168K 
46: R26         Other Income and Other Expense                      HTML     90K 
47: R27         Palo Verde Sale Leaseback Variable Interest         HTML     50K 
                Entities                                                         
48: R28         Investments in Nuclear Decommissioning Trusts and   HTML    135K 
                Other Special Use Funds                                          
49: R29         Revenue                                             HTML     53K 
50: R30         Changes in Accumulated Other Comprehensive Loss     HTML     70K 
51: R31         Schedule I - Condensed Financial Information of     HTML    188K 
                Registrant                                                       
52: R32         Schedule Ii - Reserve for Uncollectibles            HTML     87K 
53: R33         Summary of Significant Accounting Policies          HTML    165K 
                (Policies)                                                       
54: R34         Summary of Significant Accounting Policies          HTML     77K 
                (Tables)                                                         
55: R35         Regulatory Matters (Tables)                         HTML    177K 
56: R36         Income Taxes (Tables)                               HTML    293K 
57: R37         Lines of Credit and Short-Term Borrowings (Tables)  HTML     61K 
58: R38         Long-Term Debt and Liquidity Matters (Tables)       HTML    134K 
59: R39         Retirement Plans and Other Benefits (Tables)        HTML    421K 
60: R40         Leases (Tables)                                     HTML     52K 
61: R41         Jointly-Owned Facilities (Tables)                   HTML    117K 
62: R42         Commitments and Contingencies (Tables)              HTML     58K 
63: R43         Asset Retirement Obligations (Tables)               HTML     51K 
64: R44         Selected Quarterly Financial Data (Unaudited)       HTML    150K 
                (Tables)                                                         
65: R45         Fair Value Measurements (Tables)                    HTML    286K 
66: R46         Earnings Per Share (Tables)                         HTML     59K 
67: R47         Stock-Based Compensation (Tables)                   HTML    116K 
68: R48         Derivative Accounting (Tables)                      HTML    246K 
69: R49         Other Income and Other Expense (Tables)             HTML     89K 
70: R50         Palo Verde Sale Leaseback Variable Interest         HTML     48K 
                Entities (Tables)                                                
71: R51         Investments in Nuclear Decommissioning Trusts and   HTML    132K 
                Other Special Use Funds (Tables)                                 
72: R52         Revenue (Tables)                                    HTML     46K 
73: R53         Changes in Accumulated Other Comprehensive Loss     HTML     70K 
                (Tables)                                                         
74: R54         Summary of Significant Accounting Policies -        HTML    125K 
                Narrative (Details)                                              
75: R55         Summary of Significant Accounting Policies -        HTML     72K 
                Summary of Property, Plant and Equipment (Details)               
76: R56         Summary of Significant Accounting Policies -        HTML     55K 
                Supplemental Cash Flow Information (Details)                     
77: R57         New Accounting Standards (Details)                  HTML     69K 
78: R58         Regulatory Matters - Retail Rate Case Filing        HTML     79K 
                (Details)                                                        
79: R59         Regulatory Matters - Narrative (Details)            HTML    251K 
80: R60         Regulatory Matters - Deferred Fuel and Purchased    HTML     50K 
                Power Regulatory Asset (Details)                                 
81: R61         Regulatory Matters - Four Corners, Cholla and       HTML     66K 
                Navajo Plant (Details)                                           
82: R62         Regulatory Matters - Schedule of Regulatory Assets  HTML     89K 
                (Details)                                                        
83: R63         Regulatory Matters - Schedule of Regulatory         HTML     81K 
                Liabilities (Details)                                            
84: R64         Income Taxes (Details)                              HTML     66K 
85: R65         Income Taxes - Reconciliation of Unrecognized Tax   HTML     60K 
                Benefits (Details)                                               
86: R66         Income Taxes - Summary of Unrecognized Tax          HTML     47K 
                Benefits (Details)                                               
87: R67         Income Taxes - Components of Income Tax Expense     HTML     72K 
                (Details)                                                        
88: R68         Income Taxes - Effective Tax Rate Reconciliation    HTML     80K 
                (Details)                                                        
89: R69         Income Taxes - Components of Deferred Income Tax    HTML    109K 
                Liability (Details)                                              
90: R70         Lines of Credit and Short-Term Borrowings -         HTML     57K 
                Schedule of Credit Facilities (Details)                          
91: R71         Lines of Credit and Short-Term Borrowings           HTML    119K 
                (Details)                                                        
92: R72         Long-Term Debt and Liquidity Matters (Details)      HTML     84K 
93: R73         Long-Term Debt and Liquidity Matters - Components   HTML     96K 
                of Long-Term Debt (Details)                                      
94: R74         Long-Term Debt and Liquidity Matters - Future       HTML     63K 
                Principal Payments (Details)                                     
95: R75         Long-Term Debt and Liquidity Matters - Fair Value   HTML     46K 
                of Long-Term Debt (Details)                                      
96: R76         Retirement Plans and Other Benefits Retirement      HTML     74K 
                Plans and Other Benefits - Additional Information                
                (Details)                                                        
97: R77         Retirement Plans and Other Benefits - Net Periodic  HTML     65K 
                Benefit Costs and Portion including Portion                      
                Charged to Expense (Details)                                     
98: R78         Retirement Plans and Other Benefits - Changes       HTML     82K 
                Benefit Obligations and Funded Status (Details)                  
99: R79         Retirement Plans and Other Benefits - Projected     HTML     47K 
                Benefit Obligation for Pension Plans (Details)                   
100: R80         Retirement Plans and Other Benefits - Amounts       HTML     58K  
                Recognized on the Consolidated Balance Sheets                    
                (Details)                                                        
101: R81         Retirement Plans and Other Benefits - Impact to     HTML     67K  
                Accumulated Other Comprehensive Loss (Details)                   
102: R82         Retirement Plans and Other Benefits -               HTML     93K  
                Weighted-Average Assumptions for Pensions and                    
                Other Benefits (Details)                                         
103: R83         Retirement Plans and Other Benefits - Asset         HTML     61K  
                Allocation (Details)                                             
104: R84         Retirement Plans and Other Benefits - Fair Value    HTML    119K  
                of Pinnacle West's Pension Plan (Details)                        
105: R85         Retirement Plans and Other Benefits - Estimated     HTML     56K  
                Future Benefit Payments (Details)                                
106: R86         Leases (Details)                                    HTML     74K  
107: R87         Jointly-Owned Facilities (Details)                  HTML    106K  
108: R88         Commitments and Contingencies - Palo Verde Nuclear  HTML    116K  
                Generating Station and Contractual Obligations                   
                (Details)                                                        
109: R89         Commitments and Contingencies - Superfund-Related   HTML     45K  
                Matters and Southwest Power Outage (Details)                     
110: R90         Commitments and Contingencies - Environmental       HTML    113K  
                Matters and Financial Assurances (Details)                       
111: R91         Asset Retirement Obligations (Details)              HTML     72K  
112: R92         Selected Quarterly Financial Data (Unaudited)       HTML     80K  
                (Details)                                                        
113: R93         Fair Value Measurements - Fair Value of Assets and  HTML    121K  
                Liabilities (Details)                                            
114: R94         Fair Value Measurements - Level 3 Quantitative      HTML     64K  
                Information (Details)                                            
115: R95         Fair Value Measurements - Changes in Fair Value of  HTML     61K  
                Risk Management Assets and Liabilities (Details)                 
116: R96         Fair Value Measurements - Additional Information    HTML     43K  
                (Details)                                                        
117: R97         Earnings Per Share (Details)                        HTML     65K  
118: R98         Stock-Based Compensation (Details)                  HTML    124K  
119: R99         Stock-Based Compensation - Summary of Restricted    HTML     49K  
                Stock, Stock Grants, Stock Units and Performance                 
                Shares (Details)                                                 
120: R100        Stock-Based Compensation - Status of Nonvested      HTML     80K  
                Restricted Stock, Stock Grants, Stock Units and                  
                Performance Shares (Details)                                     
121: R101        Derivative Accounting (Details)                     HTML     53K  
122: R102        Derivative Accounting - Outstanding Gross Notional  HTML     40K  
                Amounts Outstanding (Details)                                    
123: R103        Derivative Accounting - Gains and Losses from       HTML     62K  
                Derivative Instruments (Details)                                 
124: R104        Derivative Accounting - Derivative Instruments in   HTML    103K  
                the Balance Sheet (Details)                                      
125: R105        Derivative Accounting - Credit Risk and Related     HTML     45K  
                Contingent Features (Details)                                    
126: R106        Other Income and Other Expense (Details)            HTML     63K  
127: R107        Palo Verde Sale Leaseback Variable Interest         HTML     74K  
                Entities (Details)                                               
128: R108        Palo Verde Leaseback Variable Interest Entities -   HTML     48K  
                Schedule of VIEs (Details)                                       
129: R109        Investments in Nuclear Decommissioning Trusts and   HTML    122K  
                Other Special Use Funds (Details)                                
130: R110        Revenue (Details)                                   HTML     44K  
131: R111        Revenue - Sources of Revenue (Details)              HTML     51K  
132: R112        Changes in Accumulated Other Comprehensive Loss     HTML     71K  
                (Details)                                                        
133: R113        SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF     HTML     87K  
                REGISTRANT - Comprehensive Income (Details)                      
134: R114        SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF     HTML    142K  
                REGISTRANT - Balance Sheets (Details)                            
135: R115        SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF     HTML    141K  
                REGISTRANT - Cash Flows (Details)                                
136: R116        Schedule Ii - Reserve for Uncollectibles (Details)  HTML     53K  
138: XML         IDEA XML File -- Filing Summary                      XML    255K  
20: XML         XBRL Instance -- pnw2018123110-k_htm                 XML   7.91M 
137: EXCEL       IDEA Workbook of Financial Reports                  XLSX    209K  
16: EX-101.CAL  XBRL Calculations -- pnw-20181231_cal                XML    490K 
17: EX-101.DEF  XBRL Definitions -- pnw-20181231_def                 XML   2.24M 
18: EX-101.LAB  XBRL Labels -- pnw-20181231_lab                      XML   3.81M 
19: EX-101.PRE  XBRL Presentations -- pnw-20181231_pre               XML   2.49M 
15: EX-101.SCH  XBRL Schema -- pnw-20181231                          XSD    427K 
139: JSON        XBRL Instance as JSON Data -- MetaLinks              700±  1.12M  
140: ZIP         XBRL Zipped Folder -- 0000764622-19-000019-xbrl      Zip    929K

‘EX-10.4.2’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

RETENTION AGREEMENT

This RETENTION AGREEMENT (“Agreement”) is entered into by and between Arizona Public Service Company (“APS”) and Robert Bement (“Employee”) (collectively the “Parties”). APS highly values and desires to continue to employ Employee, and Employee desires to continue to be employed by APS.

In consideration of the mutual agreements contained in this Agreement, the Parties agree effective December 19, 2008 (“Effective Date”) as follows:

1. Deferred Compensation Arrangement.

1.1 Plan. Beginning on or about December 17, 2008, APS shall establish a deferred compensation arrangement pursuant to the terms of this Section on behalf of the Employee (“Deferred Compensation Arrangement”). A bookkeeping entry (“Account”) shall be utilized as a means for the measurement and determination of amounts, if any, to be paid to the Employee in accordance with the Deferred Compensation Arrangement.

1.2 Credits. APS shall credit an amount equal to Three Hundred Thousand Dollars ($300,000.00) to the Account effective on or about December 17, 2008, and an amount equal to Seventy Thousand Dollars ($70,000.00) to the Account effective January 1, 2010 and each of the next four 1anuary 1 thereafter (each, a “Company Credit”), provided that the Employee remains employed with APS on each such crediting date and demonstrates sustained competent performance of his assigned job responsibilities.

1.3 Distribution. Subject to the applicable terms and conditions of this Agreement and provided the Employee remains actively employed with APS through December 31, 2014, the Employee shall be entitled to a payment of benefits under the Deferred Compensation Arrangement in an amount equal to the Company Credits credited to his Account as of the date of his termination. By no later than December 31, 2008, the Employee must submit an election form as required by APS, to receive such distribution in the form of either a lump sum or an annuity. If Employee is entitled to payment, it will begin, or in the case of a lump sum will be made, upon the Employee's termination of employment. If no timely election is made, payment shall be made in a lump sum. Any election made as to time and form of payment shall be irrevocable. Any payment made shall be subject to applicable withholdings including federal, state and local taxes.

1.4 Termination, Death or Disability.

(a) If Employee is terminated for cause, or Employee voluntarily terminates before December 31, 2014, Employee shall forfeit all amounts credited to his Account and no benefits shall be payable under the Deferred Compensation Arrangement. If Employee’s employment with APS is involuntarily terminated without cause by APS before December 31, 2014, the Employee will be entitled to a lump sum payment in an amount equal to the Company Credits credited to his Account

at the time of termination. Payment will be made at the time of the termination, or if applicable, at the time specified in Section 8 of this Agreement.

(b) In the event that the Employee is determined to be disabled under the Pinnacle West Capital Corporation Long-Term Disability Plan before the Employee terminates employment and such disability meets the definition of “disabled” for purposes of Section 409A of the Internal Revenue Code (“Code Section 409A”), and (i) if such disability occurs on or before December 31, 2014, the Account will not be credited with Company Credits, beginning as of the date of such disability, and the Employee shall be entitled to a lump sum payment on December 31, 2014 in an amount equal to the Company Credits credited to his Account at the time of distribution or (ii) if such disability occurs after December 31, 2014, the Employee shall be entitled to a lump sum payment in an amount equal to the Company Credits credited to his Account at the time of distribution, payable within 30 days after the date of disability.

(c) In the event that the Employee dies before he terminates employment or after the commencement of payments to him under the Deferred Compensation Arrangement, but before all such benefits have been paid in full, any balance credited to the Account that has not been paid under the Account as determined on the date of death shall be paid to the Employee's beneficiary in a lump sum within sixty (60) days after the date of death. The Employee's beneficiary for purposes of the Deferred Compensation Arrangement shall mean the person(s) or trust(s) specified by the Employee as the Employee's beneficiary, in the form and manner required by APS and on file with APS. In the event no beneficiary is named at the time of death, any benefits shall be paid to the Employee's estate.

3. 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, the Parties may disclose this Agreement as necessary to enforce its provisions.

4. Reporting to Federal and State Agencies.

Nothing in this Agreement shall be construed to prohibit the 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 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 the Employee from providing information to the NRC, DOL, EEOC, United States Securities and Exchange Commission, OSHA, 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 concerns which the Employee has or may have reported to the NRC or DOL, or withdrawal of any participation by the 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 CPR § 50.7(f). Notwithstanding anything to the contrary in this paragraph, the 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.

5. Law. The provisions of this Agreement shall be construed and interpreted according to the laws of the State of Arizona to the extent not preempted by Federal law.

6. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

7. Agreement. This Agreement constitutes the entire Agreement between the Parties and supersedes all other negotiations and agreements with respect to the subject matter of this Agreement.

8. Time of Payment. For the period during which the Employee is a specified employee, as determined in accordance with Code Section 409A, any payments made under the Deferred Compensation Arrangement on account of the Employee's termination of employment that would otherwise be paid during a six month period beginning on the Employee's termination of employment shall not be paid at such time and shall instead be paid, in the case of a lump sum payment, or begin, in the case of an annuity, on the first day of the seventh month following the Employee's termination of employment. Any annuity installments that would have been paid during such six month period, but for this Section 8, shall be paid in a lump-sum on the first day of the seventh month following the Employee's termination of employment.



ARIZONA PUBLIC SERVICE COMPANY	EMPLOYEE

By: /s/ *Randall K. Edington*	By: /s/ *Robert Bement*
Executive Vice President Nuclear &	Robert Bement
Chief Nuclear Officer

Date: 12/22/08	Date: 12/19/2008

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/22/19	4, 8-K
For Period end:	12/31/18	11-K
	12/31/14	10-K, 11-K, 8-K, ARS
	1/1/10
	12/31/08	10-K, 11-K, 8-K, ARS
	12/19/08	8-K
	12/17/08	8-K
		List all Filings

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Filing Submission 0000764622-19-000019 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)