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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 22, 2017 | 3.1 to Pinnacle West/APS February 28, 2017 Form 8-K Report, File Nos. 1-8962 and 1-4473 | 2/28/2017 | ||||
| 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 | ||||
| 4.2a | Pinnacle West APS | First Supplemental Indenture dated as of January 1, 1995 | 4.4 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 4.3a | Pinnacle West APS | First Supplemental Indenture dated as of November 15, 1996 | 4.6 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 | ||||
| 4.3b | Pinnacle West APS | Second Supplemental Indenture dated as of April 1, 1997 | 4.10 to APS’s Registration Statement Nos. 33-55473, 33-64455 and 333-15379 by means of April 7, 1997 Form 8-K Report, File No. 1-4473 | 4/9/1997 | ||||
| 4.3c | Pinnacle West APS | Third Supplemental Indenture dated as of November 1, 2002 | 10.2 to Pinnacle West’s March 31, 2003 Form 10-Q Report, File No. 1-8962 | 5/15/2003 | ||||
| 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 | ||||
| 4.4a | Pinnacle West | Third Supplemental Indenture dated as of November 30, 2017 | 4.1 to Pinnacle West November 30, 2017 Form 8-K Report, File No. 1-8962 | 11/30/2017 | ||||
| 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 | Eighth Supplemental Indenture dated as of June 15, 2004 | 4.1 to APS’s Registration Statement No. 333-106772 by means of June 24, 2004 Form 8-K Report, File No. 1-4473 | 6/28/2004 | ||||
| 4.6c | 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 | ||||
| 4.6d | 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 | ||||
| 4.6e | Pinnacle West APS | Eleventh Supplemental Indenture dated as of February 26, 2009 | 4.6e to Pinnacle West/APS 2014 Form 10-K Report, File Nos. 1-8962 and 1-4473 | 2/20/2015 | ||||
| 4.6f | 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 | ||||
| 4.6g | 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 |
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 4.6h | 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 | ||||
| 4.6i | 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 | ||||
| 4.6j | Pinnacle West APS | Sixteenth Supplemental Indenture dated as of January 12, 2015 | 4.6j to Pinnacle West/APS 2014 Form 10-K Report, File Nos. 1-8962 and 1-4473 | 2/20/2015 | ||||
| 4.6k | 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 | ||||
| 4.6l | 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 | ||||
| 4.6m | 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 | ||||
| 4.6n | 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 | ||||
| 4.6o | 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 | ||||
| 4.6p | 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 | ||||
| 4.7 | 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 | ||||
| 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 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 | ||||
| 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 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 | ||||
| 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 | ||||
| 10.2.1b | 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 | ||||
| 10.2.1ab | 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 | ||||
| 10.2.1bb | 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 | ||||
| 10.2.1cb | 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 | ||||
| 10.2.1db | 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 10.5.2bd | 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 | ||||
| 10.5.3bd | 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 | ||||
| 10.5.4bd | 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 | ||||
| 10.6.1b | 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 | ||||
| 10.6.1ab | 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 | ||||
| 10.6.1bbd | 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 | ||||
| 10.6.1cbd | 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 | ||||
| 10.6.1dbd | 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 | ||||
| 10.6.1ebd | 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 | ||||
| 10.6.1fbd | 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 | ||||
| 10.6.1gbd | 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 | ||||
| 10.6.2b | 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 | ||||
| 10.6.3b | 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 | ||||
| 10.6.4bd | Pinnacle West APS | Summary of 2019 Variable Incentive Plan and Officer Variable Incentive Plan | ||||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 10.6.5 | Pinnacle West | Description of Restricted Stock Unit Grant to Donald E. Brandt | Pinnacle West/APS December 24, 2012 Form 8-K Report, File No. 1-8962 | 12/26/2012 | ||||
| 10.6.6b | 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 | ||||
| 10.6.6abd | 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 | ||||
| 10.6.6bbd | 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 | ||||
| 10.6.6cbd | 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 | ||||
| 10.6.6dbd | 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 | ||||
| 10.6.6ebd | 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 | ||||
| 10.6.6fbd | 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 | ||||
| 10.6.6gbd | 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 | ||||
| 10.6.6hbd | 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 | ||||
| 10.6.6ibd | 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 | ||||
| 10.6.6jbd | Pinnacle West | Performance Cash Award Agreement, dated May 10, 2017, between Pinnacle West and Donald E. Brandt | 10.1 to Pinnacle West/APS June 30, 2017 Form 10-Q Report, File Nos. 1-8962 and 1-4473 | 5/2/2017 | ||||
| 10.6.6kbd | 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 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 | ||||
| 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 | ||||
| 10.8.1 | 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 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 | ||||
| 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 10.11.3 | Pinnacle West | 364-day Credit Agreement dated as of June 28, 2018, among Pinnacle West, as Borrower, MUFG Bank, Ltd., as Agent and Issuing Bank, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Co-Syndication Agent | 10.1 to Pinnacle West/APS June 30, 2018 Form 10-Q Report, File Nos. 1-8962 and 1-4473 | 8/3/2018 | ||||
| 10.11.4 | Pinnacle West APS | Five-Year Credit Agreement dated as of June 29, 2017 among APS, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto | 10.2 to Pinnacle West/APS June 30, 2017 Form 10-Q Report, File Nos. 1-8962 and 1-4473 | 8/3/2017 | ||||
| 10.11.4a | Pinnacle West APS | Amendment No. 1, dated July 13, 2018, to Five-Year Credit Agreement dated as of June 29, 2017, among APS, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto | 10.11.4a to Pinnacle West/APS June 30, 2018 Form 10-Q Report, File Nos. 1-8962 and 1-4473 | 8/3/2018 | ||||
| 10.11.5 | Pinnacle West APS | Five-Year Credit Agreement dated as of July 12, 2018 among APS, as Borrower, Barclays Bank PLC, as Agent and Issuing Bank, and the lenders and other parties thereto | 10.4 to Pinnacle West/APS June 30, 2018 Form 10-Q Report, File Nos. 1-8962 and 1-4473 | 8/3/2018 | ||||
| 10.12.1c | 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 | ||||
| 10.12.1ac | 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 | ||||
| 10.12.1bc | 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 | ||||
| 10.12.1cc | 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 10.12.1dc | 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 | ||||
| 10.12.1ec | 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 | ||||
| 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 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 | ||||
| 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 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 Donald E. Brandt, 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 James R. Hatfield, 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 Donald E. Brandt, 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 James R. Hatfield, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | ||||||
| 32.1e | 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 | ||||||
| 32.2e | 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 | Pinnacle West APS | Collateral Trust Indenture among PVGS II Funding Corp., Inc., APS and Chemical Bank, as Trustee | 4.2 to APS’s 1992 Form 10-K Report, File No. 1-4473 | 3/30/1993 | ||||
| 99.1a | Pinnacle West APS | Supplemental Indenture to Collateral Trust Indenture among PVGS II Funding Corp., Inc., APS and Chemical Bank, as Trustee | 4.3 to APS’s 1992 Form 10-K Report, File No. 1-4473 | 3/30/1993 | ||||
| 99.2c | 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 |
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 99.2ac | 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 | ||||
| 99.2bc | 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 | ||||
| 99.3c | 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 | ||||
| 99.3ac | 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 | ||||
| 99.3bc | 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 | ||||
| 99.4c | 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 99.4ac | 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 | ||||
| 99.4bc | 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 | ||||
| 99.5 | 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 | ||||
| 99.5a | 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 | ||||
| 99.5b | 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 | ||||
| 99.6 | 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 | ||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 99.6a | 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 | ||||
| 99.6b | 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 | ||||
| 99.7 | 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 | ||||
| 99.7a | 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 | ||||
| 99.8c | 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 | ||||
| 99.9 | 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 | ||||
| 99.10 | 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 | ||||
| 99.11 | 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 | ||||||
| Exhibit No. | Registrant(s) | Description | Previously Filed as Exhibit: a | Date Filed | ||||
| 101.PRE | Pinnacle West APS | XBRL Taxonomy Extension Presentation Linkbase Document | ||||||
| 101.DEF | Pinnacle West APS | XBRL Taxonomy Definition Linkbase Document |
aReports filed under File No. 1-4473 and 1-8962 were filed in the office of the Securities and Exchange Commission located in Washington, D.C.
bManagement contract or compensatory plan or arrangement to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
cAn 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.
dAdditional 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.
eFurnished herewith as an Exhibit.
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 22, 2019 | /s/ Donald E. Brandt |
| (Donald E. Brandt, 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 James R. Hatfield 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/ Donald E. Brandt | Principal Executive Officer | February 22, 2019 | ||
| (Donald E. Brandt, Chairman | and Director | |||
| of the Board of Directors, President | ||||
| and Chief Executive Officer) | ||||
| /s/ James R. Hatfield | Principal Financial Officer | February 22, 2019 | ||
| (James R. Hatfield, | ||||
| Executive Vice President and | ||||
| Chief Financial Officer) | ||||
| /s/ Denise R. Danner | Principal Accounting Officer | February 22, 2019 | ||
| (Denise R. Danner, | ||||
| Vice President, Controller and | ||||
| Chief Accounting Officer) |
| /s/ Denis A. Cortese, M.D. | Director | February 22, 2019 | ||
| (Denis A. Cortese, M.D.) | ||||
| /s/ Richard P. Fox | Director | February 22, 2019 | ||
| (Richard P. Fox) | ||||
| /s/ Michael L. Gallagher | Director | February 22, 2019 | ||
| (Michael L. Gallagher) | ||||
| /s/ Dale E. Klein, Ph.D. | Director | February 22, 2019 | ||
| (Dale E. Klein, Ph.D.) | ||||
| /s/ Humberto S. Lopez | Director | February 22, 2019 | ||
| (Humberto S. Lopez) | ||||
| /s/ Kathryn L. Munro | Director | February 22, 2019 | ||
| (Kathryn L. Munro) | ||||
| /s/ Bruce J. Nordstrom | Director | February 22, 2019 | ||
| (Bruce J. Nordstrom) | ||||
| /s/ Paula J. Sims | Director | February 22, 2019 | ||
| (Paula J. Sims) | ||||
| /s/ James E. Trevathan | Director | February 22, 2019 | ||
| (James E. Trevathan) | ||||
| /s/ David P. Wagener | Director | February 22, 2019 | ||
| (David P. Wagener) | ||||
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 22, 2019 | /s/ Donald E. Brandt |
| (Donald E. Brandt, Chairman of 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 James R. Hatfield 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/ Donald E. Brandt | Principal Executive Officer | February 22, 2019 | ||
| (Donald E. Brandt, Chairman | and Director | |||
| of the Board of Directors and | ||||
| Chief Executive Officer) | ||||
| /s/ James R. Hatfield | Principal Financial Officer | February 22, 2019 | ||
| (James R. Hatfield, | ||||
| Executive Vice President and | ||||
| Chief Financial Officer) | ||||
| /s/ Denise R. Danner | Principal Accounting Officer | February 22, 2019 | ||
| (Denise R. Danner, | ||||
| Vice President, Controller and | ||||
| Chief Accounting Officer) |
| /s/ Denis A. Cortese, M.D. | Director | February 22, 2019 | ||
| (Denis A. Cortese, M.D.) | ||||
| /s/ Richard P. Fox | Director | February 22, 2019 | ||
| (Richard P. Fox) | ||||
| /s/ Michael L. Gallagher | Director | February 22, 2019 | ||
| (Michael L. Gallagher) | ||||
| /s/ Dale E. Klein | Director | February 22, 2019 | ||
| (Dale E. Klein, Ph.D.) | ||||
| /s/ Humberto S. Lopez | Director | February 22, 2019 | ||
| (Humberto S. Lopez) | ||||
| /s/ Kathryn L. Munro | Director | February 22, 2019 | ||
| (Kathryn L. Munro) | ||||
| /s/ Bruce J. Nordstrom | Director | February 22, 2019 | ||
| (Bruce J. Nordstrom) | ||||
| /s/ Paula J. Sims | Director | February 22, 2019 | ||
| (Paula J. Sims) | ||||
| /s/ James E. Trevathan | Director | February 22, 2019 | ||
| (James E. Trevathan) | ||||
| /s/ David P. Wagener | Director | February 22, 2019 | ||
| (David P. Wagener) |
Previous: Item 14. PRINCIPAL ACCOUNTANT
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