Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File NumberExact Name of Each Registrant as specified in its charter; State of Incorporation; Address; and Telephone NumberIRS Employer Identification No.
1-8962PINNACLE WEST CAPITAL CORPORATION86-0512431
(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
PhoenixArizona85072-3999
(602)250-1000
1-4473ARIZONA PUBLIC SERVICE COMPANY86-0011170
(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
PhoenixArizona85072-3999
(602)250-1000

Securities registered pursuant to Section 12(b) of the Act:

Title Of Each ClassTrading SymbolName Of Each Exchange On Which Registered
PINNACLE WEST CAPITAL CORPORATIONCommon Stock, No Par ValuePNWNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

ARIZONA PUBLIC SERVICE COMPANY Common Stock, Par Value $2.50 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

PINNACLE WEST CAPITAL CORPORATIONYes☒No☐
ARIZONA PUBLIC SERVICE COMPANYYes☒No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

PINNACLE WEST CAPITAL CORPORATIONYes☐No☒
ARIZONA PUBLIC SERVICE COMPANYYes☐No☒

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

PINNACLE WEST CAPITAL CORPORATIONYes☒No☐
ARIZONA PUBLIC SERVICE COMPANYYes☒No☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

PINNACLE WEST CAPITAL CORPORATIONYes☒No☐
ARIZONA PUBLIC SERVICE COMPANYYes☒No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

PINNACLE WEST CAPITAL CORPORATION

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

ARIZONA PUBLIC SERVICE COMPANY

Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

PINNACLE WEST CAPITAL CORPORATIONYes☐No☒
ARIZONA PUBLIC SERVICE COMPANYYes☐No☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of each registrant’s most recently completed second fiscal quarter:

PINNACLE WEST CAPITAL CORPORATION$8,247,902,707as of June 30, 2022
ARIZONA PUBLIC SERVICE COMPANY$0as of June 30, 2022

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

PINNACLE WEST CAPITAL CORPORATIONNumber of shares of common stock, no par value, outstanding as of February 21, 2023:113,175,507
ARIZONA PUBLIC SERVICE COMPANYNumber of shares of common stock, $2.50 par value, outstanding as of February 21, 2023:71,264,947

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Pinnacle West Capital Corporation’s definitive Proxy Statement relating to its Annual Meeting of Shareholders to be held on May 17, 2023 are incorporated by reference into Part III hereof.

Arizona Public Service Company meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.

TABLE OF CONTENTS

Page
GLOSSARY OF NAMES AND TECHNICAL TERMSiii
FORWARD-LOOKING STATEMENTS1
PART I3
Item 1.Business3
Item 1A.Risk Factors34
Item 1B.Unresolved Staff Comments48
Item 2.Properties49
Item 3.Legal Proceedings52
Item 4.Mine Safety Disclosures52
Information about our Executive Officers53
PART II54
Item 5.Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities54
Item 6.[Reserved]55
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations56
Item 7A.Quantitative and Qualitative Disclosures About Market Risk88
Item 8.Financial Statements and Supplementary Data89
Pinnacle West Financial Statements95
APS Financial Statements106
Combined Notes to Consolidated Financial Statements112
Pinnacle West Schedule I197
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure201
Item 9A.Controls and Procedures201
Item 9B.Other Information202
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections202
PART III202
Item 10.Directors, Executive Officers and Corporate Governance of Pinnacle West202
Item 11.Executive Compensation202
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters202
Item 13.Certain Relationships and Related Transactions, and Director Independence204
Item 14.Principal Accountant Fees and Services204
PART IV205
Item 15.Exhibits and Financial Statement Schedules205
Item 16.Form 10-K Summary226
SIGNATURES227

This combined Form 10-K is separately filed by Pinnacle West and APS. Each registrant is filing on its own behalf all of the information contained in this Form 10-K that relates to such registrant and, where required, its subsidiaries. Except as stated in the preceding sentence, neither registrant is filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. The information required with respect to each company is set forth within

i

the applicable items. Item 8 of this report includes Consolidated Financial Statements of Pinnacle West and Consolidated Financial Statements of APS. Item 8 also includes Combined Notes to Consolidated Financial Statements.

ii

GLOSSARY OF NAMES AND TECHNICAL TERMS

4CA4C Acquisition, LLC, a subsidiary of the Company
ACAlternating Current
ACCArizona Corporation Commission
ADEQArizona Department of Environmental Quality
AFUDCAllowance for Funds Used During Construction
ANPPArizona Nuclear Power Project, also known as Palo Verde
APSArizona Public Service Company, a subsidiary of the Company
AROAsset retirement obligations
BARTBest available retrofit technology
Base Fuel RateThe portion of APS’s retail base rates attributable to fuel and purchased power costs
BCEBright Canyon Energy Corporation, a subsidiary of the Company
CAISOCalifornia Independent System Operator
CCRCoal combustion residuals
ChollaCholla Power Plant
COVID-192019 Novel Coronavirus
DCDirect Current
distributed renewable energy systems or DGSmall-scale renewable energy technologies that are located on customers’ properties, such as rooftop solar systems
DOEUnited States Department of Energy
DOIUnited States Department of the Interior
DSMDemand side management
EESEnergy Efficiency Standard
EGUElectric generating unit
El DoradoEl Dorado Investment Company, a subsidiary of the Company
El PasoEl Paso Electric Company
EPAUnited States Environmental Protection Agency
FERCUnited States Federal Energy Regulatory Commission
Four CornersFour Corners Power Plant
GHGGreenhouse gas
GWhGigawatt-hour, one billion watts per hour
kVKilovolt, one thousand volts
kWhKilowatt-hour, one thousand watts per hour
LFCRLost Fixed Cost Recovery Mechanism
MWMegawatt, one million watts
MWhMegawatt-hour, one million watts per hour
Native LoadRetail and wholesale sales supplied under traditional cost-based rate regulation
Navajo PlantNavajo Generating Station
NERCNorth American Electric Reliability Corporation
NRCUnited States Nuclear Regulatory Commission
NTECNavajo Transitional Energy Company, LLC
OCIOther comprehensive income
Palo VerdePalo Verde Generating Station or PVGS
Pinnacle WestPinnacle West Capital Corporation (any use of the words “Company,” “we,” and “our” refer to Pinnacle West)
PPAPower Purchase Agreement
PSAPower Supply Adjustor
RESArizona Renewable Energy Standard and Tariff
Salt River Project or SRPSalt River Project Agricultural Improvement and Power District
SCESouthern California Edison Company
TCATransmission cost adjustor
TOUTime of Use
TEAMTax expense adjustor mechanism
VIEVariable interest entity

iii

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements based on current expectations. These forward-looking statements are often identified by words such as “estimate,” “predict,” “may,” “believe,” “plan,” “expect,” “require,” “intend,” “assume,” “project,” “anticipate,” “goal,” “seek,” “strategy,” “likely,” “should,” “will,” “could,” and similar words. Because actual results may differ materially from expectations, we caution readers not to place undue reliance on these statements. A number of factors could cause future results to differ materially from historical results, or from outcomes currently expected or sought by Pinnacle West or APS. In addition to the Risk Factors described in Item 1A and in Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report, these factors include, but are not limited to:

  • the current economic environment and its effects, such as lower economic growth, a tight labor market, inflation, supply chain delays, increased expenses, volatile capital markets, or other unpredictable effects;

  • our ability to manage capital expenditures and operations and maintenance costs while maintaining reliability and customer service levels;

  • variations in demand for electricity, including those due to weather, seasonality (including large increases in ambient temperatures), the general economy or social conditions, customer, and sales growth (or decline), the effects of energy conservation measures and distributed generation, and technological advancements;

  • the potential effects of climate change on our electric system, including as a result of weather extremes such as prolonged drought and high temperature variations in the area where APS conducts its business;

  • power plant and transmission system performance and outages;

  • competition in retail and wholesale power markets;

  • regulatory and judicial decisions, developments, and proceedings;

  • new legislation, ballot initiatives and regulation or interpretations of existing legislation or regulations, including those relating to environmental requirements, regulatory and energy policy, nuclear plant operations and potential deregulation of retail electric markets;

  • fuel and water supply availability;

  • our ability to achieve timely and adequate rate recovery of our costs through our rates and adjustor recovery mechanisms, including returns on and of debt and equity capital investment;

  • our ability to meet renewable energy and energy efficiency mandates and recover related costs;

  • the ability of APS to achieve its clean energy goals (including a goal by 2050 of 100% clean, carbon-free electricity) and, if these goals are achieved, the impact of such achievement on APS, its customers, and its business, financial condition, and results of operations;

  • risks inherent in the operation of nuclear facilities, including spent fuel disposal uncertainty;

  • current and future economic conditions in Arizona;

  • the direct or indirect effect on our facilities or business from cybersecurity threats or intrusions, data security breaches, terrorist attack, physical attack, severe storms, or other catastrophic events, such as fires, explosions, pandemic health events or similar occurrences;

  • the development of new technologies which may affect electric sales or delivery, including as a result of delays in the development and application of new technologies;

  • the cost of debt, including increased cost as a result of rising interest rates, and equity capital and the ability to access capital markets when required;

  • environmental, economic, and other concerns surrounding coal-fired generation, including regulation of GHG emissions;

  • volatile fuel and purchased power costs;

  • the investment performance of the assets of our nuclear decommissioning trust, pension, and other postretirement benefit plans and the resulting impact on future funding requirements;

  • the liquidity of wholesale power markets and the use of derivative contracts in our business;

  • potential shortfalls in insurance coverage;

  • new accounting requirements or new interpretations of existing requirements;

  • generation, transmission and distribution facility and system conditions and operating costs;

  • the ability to meet the anticipated future need for additional generation and associated transmission facilities in our region;

  • the willingness or ability of our counterparties, power plant participants and power plant landowners to meet contractual or other obligations or extend the rights for continued power plant operations; and

  • restrictions on dividends or other provisions in our credit agreements and ACC orders.

These and other factors are discussed in the Risk Factors described in Item 1A of this report, and in Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report, which readers should review carefully before placing any reliance on our financial statements or disclosures. Neither Pinnacle West nor APS assumes any obligation to update these statements, even if our internal estimates change, except as required by law.

PART I

Next: Item 1. BUSINESS