|
|
Commission File
Number
|
|
Exact Name of Each Registrant as specified in its
charter; State of Incorporation; Address; and
Telephone Number
|
|
IRS Employer
Identification No.
|
|||
1-8962
|
|
PINNACLE WEST CAPITAL CORPORATION
|
|
86-0512431
|
|||
|
|
(an Arizona corporation)
|
|
|
|||
|
|
400 North Fifth Street, P.O. Box 53999
|
|
|
|||
|
|
Phoenix
|
Arizona
|
85072-3999
|
|
|
|
|
|
(602)
|
250-1000
|
|
|
|
|
1-4473
|
|
ARIZONA PUBLIC SERVICE COMPANY
|
|
86-0011170
|
|||
|
|
(an Arizona corporation)
|
|
|
|||
|
|
400 North Fifth Street, P.O. Box 53999
|
|
|
|||
|
|
Phoenix
|
Arizona
|
85072-3999
|
|
|
|
|
|
(602)
|
250-1000
|
|
|
|
|
|
|
Title Of Each Class
|
|
Trading Symbol
|
|
Name Of Each Exchange On Which Registered
|
PINNACLE WEST CAPITAL CORPORATION
|
|
Common Stock,
No Par Value
|
|
PNW
|
|
New York Stock Exchange
|
PINNACLE WEST CAPITAL CORPORATION
|
Yes
|
☒
|
|
No
|
☐
|
ARIZONA PUBLIC SERVICE COMPANY
|
Yes
|
☒
|
|
No
|
☐
|
PINNACLE WEST CAPITAL CORPORATION
|
Yes
|
☒
|
|
No
|
☐
|
ARIZONA PUBLIC SERVICE COMPANY
|
Yes
|
☒
|
|
No
|
☐
|
PINNACLE WEST CAPITAL CORPORATION
|
Yes
|
☒
|
|
No
|
☐
|
ARIZONA PUBLIC SERVICE COMPANY
|
Yes
|
☒
|
|
No
|
☐
|
PINNACLE WEST CAPITAL CORPORATION
|
Yes
|
☒
|
|
No
|
☐
|
ARIZONA PUBLIC SERVICE COMPANY
|
Yes
|
☒
|
|
No
|
☐
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
PINNACLE WEST CAPITAL CORPORATION
|
Yes
|
☐
|
|
No
|
☒
|
ARIZONA PUBLIC SERVICE COMPANY
|
Yes
|
☐
|
|
No
|
☒
|
PINNACLE WEST CAPITAL CORPORATION
|
|
$
|
10,536,165,750
|
|
as of June 30, 2019
|
ARIZONA PUBLIC SERVICE COMPANY
|
|
$
|
0
|
|
as of June 30, 2019
|
PINNACLE WEST CAPITAL CORPORATION
|
Number of shares of common stock, no par value, outstanding as of February 14, 2020:
|
112,439,441
|
ARIZONA PUBLIC SERVICE COMPANY
|
Number of shares of common stock, $2.50 par value, outstanding as of February 14, 2020:
|
71,264,947
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
||
|
||
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
4CA
|
4C Acquisition, LLC, a subsidiary of the Company
|
AC
|
Alternating Current
|
ACC
|
Arizona Corporation Commission
|
ADEQ
|
Arizona Department of Environmental Quality
|
AFUDC
|
Allowance for Funds Used During Construction
|
ANPP
|
Arizona Nuclear Power Project, also known as Palo Verde
|
APS
|
Arizona Public Service Company, a subsidiary of the Company
|
ARO
|
Asset retirement obligations
|
ASU
|
Accounting Standards Update
|
BART
|
Best available retrofit technology
|
Base Fuel Rate
|
The portion of APS’s retail base rates attributable to fuel and purchased power costs
|
BCE
|
Bright Canyon Energy Corporation, a subsidiary of the Company
|
CAISO
|
California Independent System Operator
|
CCR
|
Coal combustion residuals
|
Cholla
|
Cholla Power Plant
|
DC
|
Direct Current
|
distributed energy systems
|
Small-scale renewable energy technologies that are located on customers’ properties, such as rooftop solar systems
|
DOE
|
United States Department of Energy
|
DOI
|
United States Department of the Interior
|
DSM
|
Demand side management
|
EES
|
Energy Efficiency Standard
|
EGU
|
Electric generating unit
|
El Dorado
|
El Dorado Investment Company, a subsidiary of the Company
|
El Paso
|
El Paso Electric Company
|
EPA
|
United States Environmental Protection Agency
|
FERC
|
United States Federal Energy Regulatory Commission
|
Four Corners
|
Four Corners Power Plant
|
GHG
|
Greenhouse gas
|
GWh
|
Gigawatt-hour, one billion watts per hour
|
kV
|
Kilovolt, one thousand volts
|
kWh
|
Kilowatt-hour, one thousand watts per hour
|
LFCR
|
Lost Fixed Cost Recovery Mechanism
|
MMBtu
|
One million British Thermal Units
|
MW
|
Megawatt, one million watts
|
MWh
|
Megawatt-hour, one million watts per hour
|
Native Load
|
Retail and wholesale sales supplied under traditional cost-based rate regulation
|
Navajo Plant
|
Navajo Generating Station
|
NERC
|
North American Electric Reliability Corporation
|
NRC
|
United States Nuclear Regulatory Commission
|
NTEC
|
Navajo Transitional Energy Company, LLC
|
OCI
|
Other comprehensive income
|
OSM
|
Office of Surface Mining Reclamation and Enforcement
|
Palo Verde
|
Palo Verde Generating Station or PVGS
|
Pinnacle West
|
Pinnacle West Capital Corporation (any use of the words “Company,” “we,” and “our” refer to Pinnacle West)
|
PSA
|
Power supply adjustor approved by the ACC to provide for recovery or refund of variations in actual fuel and purchased power costs compared with the Base Fuel Rate
|
RES
|
Arizona Renewable Energy Standard and Tariff
|
Salt River Project or SRP
|
Salt River Project Agricultural Improvement and Power District
|
SCE
|
Southern California Edison Company
|
TCA
|
Transmission cost adjustor
|
TEAM
|
Tax expense adjustor mechanism
|
VIE
|
Variable interest entity
|
•
|
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, the general economy, customer and sales growth (or decline), the effects of energy conservation measures and distributed generation, and technological advancements;
|
•
|
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, including those relating to environmental requirements, regulatory 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, including returns on and of debt and equity capital investment;
|
•
|
our ability to meet renewable energy and energy efficiency mandates and recover related costs;
|
•
|
risks inherent in the operation of nuclear facilities, including spent fuel disposal uncertainty;
|
•
|
current and future economic conditions in Arizona, including in real estate markets;
|
•
|
the direct or indirect effect on our facilities or business from cybersecurity threats or intrusions, data security breaches, terrorist attack, physical attack, severe storms, droughts, 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;
|
•
|
the cost of debt and equity capital and the ability to access capital markets when required;
|
•
|
environmental, economic and other concerns surrounding coal-fired generation, including regulation of greenhouse gas 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 land owners to meet contractual or other obligations or continue or discontinue power plant operations consistent with our corporate interests; and
|
•
|
restrictions on dividends or other provisions in our credit agreements and ACC orders.
|
Type
|
|
Dates Available
|
|
Capacity (MW)
|
|
Purchase Agreement (a)
|
|
Year-round through June 14, 2020
|
|
60
|
|
Exchange Agreement (b)
|
|
May 15 to September 15 annually through February 2021
|
|
480
|
|
Demand Response Agreement (c)
|
|
Summer seasons through 2024
|
|
25
|
|
Tolling Agreement
|
|
Summer seasons from Summer 2020 through Summer 2025
|
|
565
|
|
Tolling Agreement
|
|
June 1 through September 30, 2020-2026
|
|
570
|
|
Renewable Energy (d)
|
|
Various
|
|
626
|
|
Tolling Agreement
|
|
May 1 through October 31, 2021-2027
|
|
463
|
|
(a)
|
Up to 60 MW of capacity is available; however, the amount of electricity available to APS under this agreement is based in large part on customer demand and is adjusted annually.
|
(b)
|
This is a seasonal capacity exchange agreement under which APS receives electricity during the summer peak season (from May 15 to September 15) and APS returns a like amount of electricity during the winter season (from October 15 to February 15).
|
(c)
|
The capacity under this agreement may be increased in 10 MW increments in years 2017 through 2024, up to a maximum of 50 MW.
|
(d)
|
Renewable energy purchased power agreements are described in detail below under “Current and Future Resources — Renewable Energy Standard — Renewable Energy Portfolio.”
|
|
|
2020
|
|
2025
|
RES (inclusive of distributed energy) as a % of retail electric sales
|
|
10%
|
|
15%
|
Percent of RES to be supplied from distributed energy resources
|
|
30%
|
|
30%
|
|
|
Location
|
|
Actual/
Target
Commercial
Operation
Date
|
|
Term
(Years)
|
|
Net
Capacity
In Operation
(MW AC)
|
|
Net Capacity
Planned/Under
Development
(MW AC)
|
|
|||
APS Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Solar:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AZ Sun Program:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paloma
|
|
Gila Bend, AZ
|
|
2011
|
|
|
|
|
17
|
|
|
|
|
|
Cotton Center
|
|
Gila Bend, AZ
|
|
2011
|
|
|
|
|
17
|
|
|
|
|
|
Hyder Phase 1
|
|
Hyder, AZ
|
|
2011
|
|
|
|
|
11
|
|
|
|
|
|
Hyder Phase 2
|
|
Hyder, AZ
|
|
2012
|
|
|
|
|
5
|
|
|
|
|
|
Chino Valley
|
|
Chino Valley, AZ
|
|
2012
|
|
|
|
|
19
|
|
|
|
|
|
Hyder II
|
|
Hyder, AZ
|
|
2013
|
|
|
|
|
14
|
|
|
|
|
|
Foothills
|
|
Yuma, AZ
|
|
2013
|
|
|
|
|
35
|
|
|
|
|
|
Gila Bend
|
|
Gila Bend, AZ
|
|
2014
|
|
|
|
|
32
|
|
|
|
|
|
Luke AFB
|
|
Glendale, AZ
|
|
2015
|
|
|
|
10
|
|
|
|
|
||
Desert Star
|
|
Buckeye, AZ
|
|
2015
|
|
|
|
10
|
|
|
|
|
||
Subtotal AZ Sun Program
|
|
|
|
|
|
|
|
|
170
|
|
|
—
|
|
|
Multiple Facilities
|
|
AZ
|
|
Various
|
|
|
|
|
4
|
|
|
|
|
|
Red Rock
|
|
Red Rock, AZ
|
|
2016
|
|
|
|
40
|
|
|
|
|
||
Distributed Energy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APS Owned (a)
|
|
AZ
|
|
Various
|
|
|
|
|
26
|
|
|
|
|
|
Total APS Owned
|
|
|
|
|
|
|
|
|
240
|
|
|
—
|
|
|
Purchased Power Agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Solar:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Solana
|
|
Gila Bend, AZ
|
|
2013
|
|
30
|
|
|
250
|
|
|
|
|
|
RE Ajo
|
|
Ajo, AZ
|
|
2011
|
|
25
|
|
|
5
|
|
|
|
|
|
Sun E AZ 1
|
|
Prescott, AZ
|
|
2011
|
|
30
|
|
|
10
|
|
|
|
|
|
Saddle Mountain
|
|
Tonopah, AZ
|
|
2012
|
|
30
|
|
|
15
|
|
|
|
|
|
Badger
|
|
Tonopah, AZ
|
|
2013
|
|
30
|
|
|
15
|
|
|
|
|
|
Gillespie
|
|
Maricopa County, AZ
|
|
2013
|
|
30
|
|
|
15
|
|
|
|
|
|
Solar + Energy Storage:
|
|
|
|
|
|
|
|
|
|
|
|
|||
First Solar
|
|
Arlington, AZ
|
|
2021
|
|
15
|
|
|
|
|
50
|
|
|
|
Wind:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aragonne Mesa
|
|
Santa Rosa, NM
|
|
2006
|
|
20
|
|
|
90
|
|
|
|
|
|
High Lonesome
|
|
Mountainair, NM
|
|
2009
|
|
30
|
|
|
100
|
|
|
|
|
|
Perrin Ranch Wind
|
|
Williams, AZ
|
|
2012
|
|
25
|
|
|
99
|
|
|
|
|
|
Geothermal:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salton Sea
|
|
Imperial County, CA
|
|
2006
|
|
23
|
|
|
10
|
|
|
|
|
|
Biomass:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Snowflake
|
|
Snowflake, AZ
|
|
2008
|
|
15
|
|
|
14
|
|
|
|
|
|
Biogas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NW Regional Landfill
|
|
Surprise, AZ
|
|
2012
|
|
20
|
|
|
3
|
|
|
|
|
|
Total Purchased Power Agreements
|
|
|
|
|
|
|
|
|
626
|
|
|
50
|
|
|
Distributed Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Solar (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third-party Owned
|
|
AZ
|
|
Various
|
|
|
|
|
929
|
|
|
45
|
|
|
Agreement 1
|
|
Bagdad, AZ
|
|
2011
|
|
25
|
|
|
15
|
|
|
|
|
|
Agreement 2
|
|
AZ
|
|
2011-2012
|
|
20-21
|
|
|
18
|
|
|
|
|
|
Total Distributed Energy
|
|
|
|
|
|
|
|
|
962
|
|
|
45
|
|
|
Total Renewable Portfolio
|
|
|
|
|
|
|
|
|
1,828
|
|
|
95
|
|
|
(a)
|
Includes Flagstaff Community Power Project, APS School and Government Program, APS Solar Partner Program, and APS Solar Communities Program.
|
(b)
|
Includes rooftop solar facilities owned by third parties. Distributed generation is produced in DC and is converted to AC for reporting purposes.
|
•
|
Following the passage of the Water Infrastructure Improvements for the Nation Act in 2016, EPA possesses authority to, either, authorize states to develop their own permit programs for CCR management or issue federal permits governing CCR disposal both in states without their own permit programs and on tribal lands. Although ADEQ has taken steps to develop a CCR permitting program, it is not clear when that program will be put into effect. On December 19, 2019, EPA proposed its own set of regulations governing the issuance of CCR management permits.
|
•
|
On March 1, 2018, as a result of a settlement with certain environmental groups, EPA proposed adding boron to the list of constituents that trigger corrective action requirements to remediate groundwater impacted by CCR disposal activities. Apart from a subsequent proposal issued on August 14, 2019 to add a specific, health-based groundwater protection standard for boron, EPA has yet to take action on this proposal.
|
•
|
Based on an August 21, 2018 D.C. Circuit decision, which vacated and remanded those provisions of the EPA CCR regulations that allow for the operation of unlined CCR surface impoundments, EPA recently proposed corresponding changes to federal CCR regulations. On November 4, 2019, EPA proposed that all unlined CCR surface impoundments, regardless of their impact (or lack thereof) upon surrounding groundwater, must cease operation and initiate closure by August 31, 2020 (with an optional three-month extension as needed for the completion of alternative disposal capacity).
|
•
|
On November 4, 2019, EPA also proposed to change the manner by which facilities that have committed to cease burning coal in the near-term may qualify for alternative closure. Such qualification would allow CCR disposal units at these plants to continue operating, even though they would otherwise be subject to forced closure under the federal CCR regulations. EPA’s proposal regarding alternative closure would require express EPA authorization for such facilities to continue operating their CCR disposal units under alternative closure.
|
|
|
Principal Executive Office
Address
|
|
Year of
Incorporation
|
|
Approximate
Number of
Employees at
December 31, 2019
|
|
Pinnacle West
|
|
400 North Fifth Street
Phoenix, AZ 85004
|
|
1985
|
|
97
|
|
APS
|
|
400 North Fifth Street
P.O. Box 53999
Phoenix, AZ 85072-3999
|
|
1920
|
|
6,111
|
|
BCE
|
|
400 East Van Buren
Phoenix, AZ 85004
|
|
2014
|
|
2
|
|
El Dorado
|
|
400 East Van Buren
Phoenix, AZ 85004
|
|
1983
|
|
—
|
|
4CA
|
|
400 North Fifth Street
Phoenix, AZ 85004
|
|
2016
|
|
—
|
|
Total
|
|
|
|
|
|
6,210
|
|
•
|
causing a downgrade of our credit ratings;
|
•
|
increasing the cost of future debt financing and refinancing;
|
•
|
increasing our vulnerability to adverse economic and industry conditions; and
|
•
|
requiring us to dedicate an increased portion of our cash flow from operations to payments on our debt, which would reduce funds available to us for operations, future investment in our business or other purposes.
|
•
|
variations in our quarterly operating results;
|
•
|
operating results that vary from the expectations of management, securities analysts and investors;
|
•
|
changes in expectations as to future financial performance, including financial estimates by securities analysts and investors;
|
•
|
developments generally affecting industries in which we operate;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
|
•
|
announcements by third parties of significant claims or proceedings against us;
|
•
|
favorable or adverse regulatory or legislative developments;
|
•
|
our dividend policy;
|
•
|
future sales by the Company of equity or equity-linked securities; and
|
•
|
general domestic and international economic conditions.
|
•
|
restrictions on our ability to engage in a wide range of “business combination” transactions with an “interested shareholder” (generally, any person who beneficially owns 10% or more of our outstanding voting power, or any of our affiliates or associates who beneficially owned 10% or more of our outstanding voting power at any time during the prior three years) or any affiliate or associate of an interested shareholder, unless specific conditions are met;
|
•
|
anti-greenmail provisions of Arizona law and our bylaws that prohibit us from purchasing shares of our voting stock from beneficial owners of more than 5% of our outstanding shares unless specified conditions are satisfied;
|
•
|
the ability of the Board of Directors to increase the size of and fill vacancies on the Board of Directors, whether resulting from such increase, or from death, resignation, disqualification or otherwise;
|
•
|
the ability of our Board of Directors to issue additional shares of common stock and shares of preferred stock and to determine the price and, with respect to preferred stock, the other terms, including preferences and voting rights, of those shares without shareholder approval;
|
•
|
restrictions that limit the rights of our shareholders to call a special meeting of shareholders; and
|
•
|
restrictions regarding the rights of our shareholders to nominate directors or to submit proposals to be considered at shareholder meetings.
|
Name
|
|
No. of
Units
|
|
%
Owned (a)
|
|
Principal
Fuels
Used
|
|
Primary
Dispatch
Type
|
|
Owned
Capacity
(MW)
|
||
Nuclear:
|
|
|
|
|
|
|
|
|
|
|
|
|
Palo Verde (b)
|
|
3
|
|
29.1
|
%
|
|
Uranium
|
|
Base Load
|
|
1,146
|
|
Total Nuclear
|
|
|
|
|
|
|
|
|
|
|
1,146
|
|
Steam:
|
|
|
|
|
|
|
|
|
|
|
|
|
Four Corners 4, 5 (c)
|
|
2
|
|
63
|
%
|
|
Coal
|
|
Base Load
|
|
970
|
|
Cholla 1,3
|
|
2
|
|
|
|
|
Coal
|
|
Base Load
|
|
387
|
|
Navajo (d)
|
|
—
|
|
|
|
Coal
|
|
Base Load
|
|
—
|
|
|
Ocotillo (e)
|
|
—
|
|
|
|
|
Gas
|
|
Peaking
|
|
—
|
|
Total Steam
|
|
|
|
|
|
|
|
|
|
|
1,357
|
|
Combined Cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
Redhawk (f)
|
|
2
|
|
|
|
|
Gas
|
|
Load Following
|
|
1,088
|
|
West Phoenix
|
|
5
|
|
|
|
|
Gas
|
|
Load Following
|
|
887
|
|
Total Combined Cycle
|
|
|
|
|
|
|
|
|
|
|
1,975
|
|
Combustion Turbine:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ocotillo (e)
|
|
7
|
|
|
|
|
Gas
|
|
Peaking
|
|
620
|
|
Saguaro
|
|
3
|
|
|
|
|
Gas
|
|
Peaking
|
|
189
|
|
Douglas/Fairview
|
|
1
|
|
|
|
|
Oil
|
|
Peaking
|
|
16
|
|
Sundance
|
|
10
|
|
|
|
|
Gas
|
|
Peaking
|
|
420
|
|
West Phoenix
|
|
2
|
|
|
|
|
Gas
|
|
Peaking
|
|
110
|
|
Yucca 1, 2, 3
|
|
3
|
|
|
|
|
Gas
|
|
Peaking
|
|
93
|
|
Yucca 4
|
|
1
|
|
|
|
|
Oil
|
|
Peaking
|
|
54
|
|
Yucca 5, 6
|
|
2
|
|
|
|
|
Gas
|
|
Peaking
|
|
96
|
|
Total Combustion Turbine
|
|
|
|
|
|
|
|
|
|
|
1,598
|
|
Solar:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cotton Center (g)
|
|
1
|
|
|
|
|
Solar
|
|
As Available
|
|
17
|
|
Hyder I (g)
|
|
1
|
|
|
|
|
Solar
|
|
As Available
|
|
16
|
|
Paloma (g)
|
|
1
|
|
|
|
|
Solar
|
|
As Available
|
|
17
|
|
Chino Valley
|
|
1
|
|
|
|
|
Solar
|
|
As Available
|
|
19
|
|
Gila Bend (g)
|
|
1
|
|
|
|
Solar
|
|
As Available
|
|
32
|
|
|
Hyder II (g)
|
|
1
|
|
|
|
|
Solar
|
|
As Available
|
|
14
|
|
Foothills (g)
|
|
1
|
|
|
|
|
Solar
|
|
As Available
|
|
35
|
|
Luke AFB
|
|
1
|
|
|
|
Solar
|
|
As Available
|
|
10
|
|
|
Desert Star (g)
|
|
1
|
|
|
|
Solar
|
|
As Available
|
|
10
|
|
|
Red Rock
|
|
1
|
|
|
|
Solar
|
|
As Available
|
|
40
|
|
|
APS Owned Distributed Energy
|
|
|
|
|
|
|
Solar
|
|
As Available
|
|
26
|
|
Multiple facilities
|
|
|
|
|
|
|
Solar
|
|
As Available
|
|
4
|
|
Total Solar
|
|
|
|
|
|
|
|
|
|
|
240
|
|
Total Capacity
|
|
|
|
|
|
|
|
|
|
|
6,316
|
|
(a)
|
100% unless otherwise noted.
|
(b)
|
Our 29.1% ownership in Palo Verde includes leased interests. See “Business of Arizona Public Service Company — Energy Sources and Resource Planning — Generation Facilities — Nuclear” in Item 1 for details regarding leased interests in Palo Verde. The other participants are Salt River Project (17.49%), SCE (15.8%), El Paso (15.8%), Public Service Company of New Mexico (10.2%), Southern California Public Power Authority (5.91%), and Los Angeles Department of Water & Power (5.7%). The plant is operated by APS.
|
(c)
|
The other participants are Salt River Project (10%), Public Service Company of New Mexico (13%), Tucson Electric Power Company (7%) and NTEC (7%). The plant is operated by APS.
|
(d)
|
Unit 3 was retired in October 2019 with Units 1 and 2 following in November 2019.
|
(e)
|
Ocotillo Steam Units 1 and 2 were retired on January 10, 2019. Units 3 through 7 all went into service on or prior to May 30, 2019 which increased generation capacity by 510 MW.
|
(f)
|
Redhawk generation capacity increased by 104 MW following the Advanced Gas Path upgrade installed on both units.
|
(g)
|
APS is under contract and currently plans to add battery storage at these AZ Sun sites. Due to the McMicken battery energy storage equipment failure, APS is working with the counterparty for the AZ Sun sites to determine appropriate timing and path forward for such facilities. (See "Business of Arizona Public Service Company - Energy Sources and Resource Planning - Energy Storage" above for details related to these and other energy storage agreements.)
|
|
Percent Owned
(Weighted-Average)
|
|
Morgan — Pinnacle Peak System
|
64.6
|
%
|
Palo Verde — Rudd 500kV System
|
50.0
|
%
|
Round Valley System
|
50.0
|
%
|
ANPP 500kV System
|
33.5
|
%
|
Navajo Southern System
|
26.7
|
%
|
Four Corners Switchyards
|
63.0
|
%
|
Palo Verde — Yuma 500kV System
|
19.0
|
%
|
Phoenix — Mead System
|
17.1
|
%
|
Palo Verde — Morgan System
|
88.9
|
%
|
Hassayampa — North Gila System
|
80.0
|
%
|
Cholla 500kV Switchyard
|
85.7
|
%
|
Saguaro 500kV Switchyard
|
60.0
|
%
|
Kyrene - Knox System
|
50.0
|
%
|
Name
|
|
Age
|
|
Position
|
|
Period
|
Jeffrey B. Guldner
|
|
54
|
|
Chairman of the Board, President and Chief Executive Office of Pinnacle West; Chairman of the Board and Chief Executive Officer of APS
|
|
2019-Present
|
|
|
|
|
President of APS
|
|
2018-2020
|
|
|
|
|
Executive Vice President, Public Policy of Pinnacle West
|
|
2017-2019
|
|
|
|
|
Executive Vice President, Public Policy of APS
|
|
2017-2018
|
|
|
|
|
General Counsel of Pinnacle West and APS
|
|
2017-2018
|
|
|
|
|
Senior Vice President, Public Policy of APS
|
|
2014-2017
|
Robert S. Bement
|
|
64
|
|
Executive Vice President and Special Advisor to the Chief Executive Officer of APS
|
|
2020-Present
|
|
|
|
|
Executive Vice President and Chief Nuclear Officer, PVGS, of APS
|
|
2016-2020
|
|
|
|
|
Senior Vice President, Site Operations, PVGS, of APS
|
|
2011-2016
|
Elizabeth A. Blankenship
|
|
48
|
|
Vice President, Controller and Chief Accounting Officer of Pinnacle West and APS
|
|
2019-Present
|
|
|
|
|
General Manager, Accounting Operations of APS
|
|
2019-2019
|
|
|
|
|
Director, Accounting Operations of APS
|
|
2014-2019
|
Donna M. Easterly
|
|
55
|
|
Senior Vice President, Human Resources of APS
|
|
2020-Present
|
|
|
|
|
Vice President, Human Resources and Ethics of APS
|
|
2017-2020
|
|
|
|
|
Vice President, Chief Procurement Officer of APS
|
|
2014-2017
|
Daniel T. Froetscher
|
|
58
|
|
President and Chief Operating Officer of APS
|
|
2020-Present
|
|
|
|
|
Executive Vice President, Operations of APS
|
|
2018-2020
|
|
|
|
|
Senior Vice President, Transmission, Distribution & Customers of APS
|
|
2014-2018
|
Theodore N. Geisler
|
|
41
|
|
Senior Vice President and Chief Financial Officer of Pinnacle West and APS
|
|
2020-Present
|
|
|
|
|
Vice President and Chief Information Officer of APS
|
|
2018-2020
|
|
|
|
|
General Manager, Transmission and Distribution Operations and Maintenance of APS
|
|
2017-2018
|
|
|
|
|
Director, Investor Relations of Pinnacle West
|
|
2016-2017
|
|
|
|
|
Director, Transmission Operations and Maintenance of APS
|
|
2013-2016
|
James R. Hatfield
|
|
62
|
|
Chief Administrative Officer and Treasurer of Pinnacle West and APS
|
|
2020-Present
|
|
|
|
|
Executive Vice President of Pinnacle West and APS
|
|
2012-Present
|
|
|
|
|
Chief Financial Officer of Pinnacle West and APS
|
|
2008-2020
|
Maria L. Lacal
|
|
59
|
|
Executive Vice President and Chief Nuclear Officer, PVGS, of APS
|
|
2020-Present
|
|
|
|
|
Senior Vice President, Regulatory and Oversight, PVGS, of APS
|
|
2016-2020
|
|
|
|
|
Vice President, Regulatory and Oversight, PVGS, of APS
|
|
2015-2016
|
|
|
|
|
Vice President, Operations Support, PVGS, of APS
|
|
2011-2015
|
Barbara D. Lockwood
|
|
53
|
|
Senior Vice President, Public Policy of APS
|
|
2020-Present
|
|
|
|
|
Vice President, Regulation of APS
|
|
2015-2020
|
|
|
|
|
General Manager, Regulatory Policy and Compliance of APS
|
|
2014-2015
|
Lee R. Nickloy (a)
|
|
53
|
|
Vice President and Treasurer of Pinnacle West and APS
|
|
2010-Present
|
Robert E. Smith
|
|
50
|
|
Senior Vice President and General Counsel of Pinnacle West and APS
|
|
2018-Present
|
|
|
|
|
Senior Vice President and General Counsel of Columbia Pipeline Group, Inc.
|
|
2014-2016
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(dollars in thousands, except per share amounts)
|
||||||||||||||||||
OPERATING RESULTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating revenues
|
|
$
|
3,471,209
|
|
|
$
|
3,691,247
|
|
|
$
|
3,565,296
|
|
|
$
|
3,498,682
|
|
|
$
|
3,495,443
|
|
Net income
|
|
557,813
|
|
|
530,540
|
|
|
507,949
|
|
|
461,527
|
|
|
456,190
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
19,493
|
|
|
19,493
|
|
|
19,493
|
|
|
19,493
|
|
|
18,933
|
|
|||||
Net income attributable to common shareholders
|
|
$
|
538,320
|
|
|
$
|
511,047
|
|
|
$
|
488,456
|
|
|
$
|
442,034
|
|
|
$
|
437,257
|
|
COMMON STOCK DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Book value per share – year-end
|
|
$
|
48.30
|
|
|
$
|
46.59
|
|
|
$
|
44.80
|
|
|
$
|
43.14
|
|
|
$
|
41.30
|
|
Earnings per weighted-average common share outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to common shareholders – basic
|
|
$
|
4.79
|
|
|
$
|
4.56
|
|
|
$
|
4.37
|
|
|
$
|
3.97
|
|
|
$
|
3.94
|
|
Net income attributable to common shareholders – diluted
|
|
$
|
4.77
|
|
|
$
|
4.54
|
|
|
$
|
4.35
|
|
|
$
|
3.95
|
|
|
$
|
3.92
|
|
Dividends declared per share
|
|
$
|
3.04
|
|
|
$
|
2.87
|
|
|
$
|
2.70
|
|
|
$
|
2.56
|
|
|
$
|
2.44
|
|
Weighted-average common shares outstanding – basic
|
|
112,442,818
|
|
|
112,129,017
|
|
|
111,838,922
|
|
|
111,408,729
|
|
|
111,025,944
|
|
|||||
Weighted-average common shares outstanding – diluted
|
|
112,758,059
|
|
|
112,549,722
|
|
|
112,366,675
|
|
|
112,046,043
|
|
|
111,552,130
|
|
|||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
|
$
|
18,479,247
|
|
|
$
|
17,664,202
|
|
|
$
|
17,019,082
|
|
|
$
|
16,004,253
|
|
|
$
|
15,028,258
|
|
Liabilities and equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities
|
|
$
|
2,078,365
|
|
|
$
|
1,648,964
|
|
|
$
|
1,197,852
|
|
|
$
|
1,292,946
|
|
|
$
|
1,442,317
|
|
Long-term debt less current maturities
|
|
4,832,558
|
|
|
4,638,232
|
|
|
4,789,713
|
|
|
4,021,785
|
|
|
3,462,391
|
|
|||||
Deferred credits and other
|
|
6,015,136
|
|
|
6,028,301
|
|
|
5,895,787
|
|
|
5,753,610
|
|
|
5,404,093
|
|
|||||
Total liabilities
|
|
12,926,059
|
|
|
12,315,497
|
|
|
11,883,352
|
|
|
11,068,341
|
|
|
10,308,801
|
|
|||||
Total equity
|
|
5,553,188
|
|
|
5,348,705
|
|
|
5,135,730
|
|
|
4,935,912
|
|
|
4,719,457
|
|
|||||
Total liabilities and equity
|
|
$
|
18,479,247
|
|
|
$
|
17,664,202
|
|
|
$
|
17,019,082
|
|
|
$
|
16,004,253
|
|
|
$
|
15,028,258
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
OPERATING RESULTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating revenues
|
|
$
|
3,471,209
|
|
|
$
|
3,688,342
|
|
|
$
|
3,557,652
|
|
|
$
|
3,498,090
|
|
|
$
|
3,494,900
|
|
Fuel and purchased power costs
|
|
1,042,237
|
|
|
1,094,020
|
|
|
992,744
|
|
|
1,082,625
|
|
|
1,101,298
|
|
|||||
Other operating expenses
|
|
1,741,988
|
|
|
1,764,554
|
|
|
1,640,369
|
|
|
1,556,980
|
|
|
1,556,670
|
|
|||||
Operating income
|
|
686,984
|
|
|
829,768
|
|
|
924,539
|
|
|
858,485
|
|
|
836,932
|
|
|||||
Other income
|
|
89,854
|
|
|
111,015
|
|
|
60,482
|
|
|
52,081
|
|
|
54,225
|
|
|||||
Interest expense — net of allowance for borrowed funds
|
|
201,646
|
|
|
206,211
|
|
|
192,051
|
|
|
183,090
|
|
|
176,109
|
|
|||||
Net income before income taxes
|
|
575,192
|
|
|
734,572
|
|
|
792,970
|
|
|
727,476
|
|
|
715,048
|
|
|||||
Income taxes
|
|
(9,572
|
)
|
|
144,814
|
|
|
269,168
|
|
|
245,842
|
|
|
245,841
|
|
|||||
Net income
|
|
584,764
|
|
|
589,758
|
|
|
523,802
|
|
|
481,634
|
|
|
469,207
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
19,493
|
|
|
19,493
|
|
|
19,493
|
|
|
19,493
|
|
|
18,933
|
|
|||||
Net income attributable to common shareholder
|
|
$
|
565,271
|
|
|
$
|
570,265
|
|
|
$
|
504,309
|
|
|
$
|
462,141
|
|
|
$
|
450,274
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
|
$
|
18,370,723
|
|
|
$
|
17,565,323
|
|
|
$
|
16,893,751
|
|
|
$
|
15,931,175
|
|
|
$
|
14,982,182
|
|
Liabilities and equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total equity
|
|
$
|
5,998,803
|
|
|
$
|
5,786,797
|
|
|
$
|
5,385,869
|
|
|
$
|
5,037,970
|
|
|
$
|
4,814,794
|
|
Long-term debt less current maturities
|
|
4,833,133
|
|
|
4,189,436
|
|
|
4,491,292
|
|
|
4,021,785
|
|
|
3,337,391
|
|
|||||
Total capitalization
|
|
10,831,936
|
|
|
9,976,233
|
|
|
9,877,161
|
|
|
9,059,755
|
|
|
8,152,185
|
|
|||||
Current liabilities
|
|
1,492,029
|
|
|
1,576,097
|
|
|
1,098,274
|
|
|
1,094,037
|
|
|
1,424,708
|
|
|||||
Deferred credits and other
|
|
6,046,758
|
|
|
6,012,993
|
|
|
5,918,316
|
|
|
5,777,383
|
|
|
5,405,289
|
|
|||||
Total liabilities and equity
|
|
$
|
18,370,723
|
|
|
$
|
17,565,323
|
|
|
$
|
16,893,751
|
|
|
$
|
15,931,175
|
|
|
$
|
14,982,182
|
|
•
|
A 2030 target of achieving a resource mix that is 65% clean energy, with 45% of the portfolio coming from renewable energy; and
|
•
|
a test year comprised of twelve months ended June 30, 2019, adjusted as described below;
|
•
|
an original cost rate base of $8.87 billion, which approximates the ACC-jurisdictional portion of the book value of utility assets, net of accumulated depreciation and other credits;
|
•
|
the following proposed capital structure and costs of capital:
|
|
|
Capital Structure
|
|
Cost of Capital
|
|
|
Long-term debt
|
|
45.3
|
%
|
4.10
|
%
|
|
Common stock equity
|
|
54.7
|
%
|
10.15
|
%
|
|
Weighted-average cost of capital
|
|
|
|
7.41
|
%
|
•
|
a 1% return on the increment of fair value rate base above APS’s original cost rate base, as provided for by Arizona law;
|
•
|
authorization to defer until APS's next general rate case the increase or decrease in its Arizona property taxes attributable to tax rate changes after the date the rate application is adjudicated;
|
•
|
a number of proposed rate and program changes for residential customers, including:
|
▪
|
a super off-peak period during the winter months for APS’s time-of-use with demand rates;
|
▪
|
additional $1.25 million in funding for limited-income crisis bill program; and
|
▪
|
a flat bill/subscription rate pilot program;
|
•
|
proposed rate design changes for commercial customers, including an experimental program designed to provide access to market pricing for up to 200 MW of medium and large commercial customers;
|
•
|
recovery of the deferral and rate base effects of the construction and operating costs of the Ocotillo modernization project (see Note 4 discussion of the 2017 Settlement Agreement); and
|
•
|
continued recovery of the remaining investment and other costs related to the retirement and closure of the Navajo Plant (see Note 4 for details related to the resulting regulatory asset).
|
|
Year Ended
December 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Net change
|
||||||
|
(dollars in millions)
|
||||||||||
Regulated Electricity Segment:
|
|
|
|
|
|
|
|
|
|||
Operating revenues less fuel and purchased power expenses
|
$
|
2,425
|
|
|
$
|
2,590
|
|
|
$
|
(165
|
)
|
Operations and maintenance
|
(939
|
)
|
|
(1,025
|
)
|
|
86
|
|
|||
Depreciation and amortization
|
(591
|
)
|
|
(581
|
)
|
|
(10
|
)
|
|||
Taxes other than income taxes
|
(219
|
)
|
|
(212
|
)
|
|
(7
|
)
|
|||
Pension and other postretirement non-service credits - net
|
23
|
|
|
50
|
|
|
(27
|
)
|
|||
All other income and expenses, net
|
61
|
|
|
59
|
|
|
2
|
|
|||
Interest charges, net of allowance for borrowed funds used during construction
|
(217
|
)
|
|
(218
|
)
|
|
1
|
|
|||
Income taxes (Note 5)
|
16
|
|
|
(134
|
)
|
|
150
|
|
|||
Less income related to noncontrolling interests (Note 19)
|
(19
|
)
|
|
(19
|
)
|
|
—
|
|
|||
Regulated electricity segment income
|
540
|
|
|
510
|
|
|
30
|
|
|||
All other
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|||
Net Income Attributable to Common Shareholders
|
$
|
538
|
|
|
$
|
511
|
|
|
$
|
27
|
|
|
Increase (Decrease)
|
||||||||||
|
Operating
revenues
|
|
Fuel and
purchased
power expenses
|
|
Net change
|
||||||
|
(dollars in millions)
|
||||||||||
Refunds due to lower Federal corporate income tax rate (Note 4)
|
$
|
(146
|
)
|
|
$
|
—
|
|
|
$
|
(146
|
)
|
Effects of weather
|
(32
|
)
|
|
(8
|
)
|
|
(24
|
)
|
|||
Lower renewable energy regulatory surcharges and higher purchased power, offset by operations and maintenance costs
|
(15
|
)
|
|
2
|
|
|
(17
|
)
|
|||
Change in residential rate design (a)
|
13
|
|
|
—
|
|
|
13
|
|
|||
Lost fixed cost recovery
|
8
|
|
|
—
|
|
|
8
|
|
|||
Higher retail revenue due to higher customer growth, partially offset by the impacts of energy efficiency, distributed generation and changes in customer usage patterns
|
10
|
|
|
5
|
|
|
5
|
|
|||
Changes in net fuel and purchased power costs, including off-system sales margins and related deferrals
|
(60
|
)
|
|
(61
|
)
|
|
1
|
|
|||
Miscellaneous items, net
|
5
|
|
|
10
|
|
|
(5
|
)
|
|||
Total
|
$
|
(217
|
)
|
|
$
|
(52
|
)
|
|
$
|
(165
|
)
|
•
|
A decrease of $42 million related to public outreach costs at the parent company primarily associated with the ballot initiative in 2018;
|
•
|
A decrease of $28 million in fossil generation costs primarily due to lower planned outages and operating costs, including $4 million of Navajo Plant costs which were offset in depreciation and amortization;
|
•
|
A decrease of $19 million related to employee benefit costs;
|
•
|
A decrease of $18 million related to costs for renewable energy and similar regulatory programs, which are offset in operating revenues and purchased power;
|
•
|
An increase of $12 million for costs related to information technology;
|
•
|
An increase of $12 million related to consulting costs; and
|
•
|
A decrease of $3 million for other miscellaneous factors.
|
|
2019
|
|
2018
|
||||
Net cash flow provided by operating activities
|
$
|
957
|
|
|
$
|
1,277
|
|
Net cash flow used for investing activities
|
(1,131
|
)
|
|
(1,193
|
)
|
||
Net cash flow provided by (used for) financing activities
|
179
|
|
|
(92
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
5
|
|
|
$
|
(8
|
)
|
|
2019
|
|
2018
|
||||
Net cash flow provided by operating activities
|
$
|
1,007
|
|
|
$
|
1,255
|
|
Net cash flow used for investing activities
|
(1,136
|
)
|
|
(1,187
|
)
|
||
Net cash flow provided by (used for) financing activities
|
133
|
|
|
(76
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
4
|
|
|
$
|
(8
|
)
|
|
Estimated for the Year Ended
December 31,
|
||||||||||
|
2020
|
|
2021
|
|
2022
|
||||||
APS
|
|
|
|
|
|
|
|
||||
Generation:
|
|
|
|
|
|
|
|
||||
Clean:
|
|
|
|
|
|
||||||
Nuclear Generation
|
$
|
131
|
|
|
$
|
123
|
|
|
$
|
123
|
|
Renewables and Energy Storage Systems ("ESS") (a)
|
121
|
|
|
490
|
|
|
671
|
|
|||
Environmental
|
44
|
|
|
53
|
|
|
44
|
|
|||
Other Generation
|
139
|
|
|
154
|
|
|
121
|
|
|||
Distribution
|
554
|
|
|
444
|
|
|
446
|
|
|||
Transmission
|
182
|
|
|
203
|
|
|
208
|
|
|||
Other (b)
|
160
|
|
|
183
|
|
|
112
|
|
|||
Total APS
|
$
|
1,331
|
|
|
$
|
1,650
|
|
|
$
|
1,725
|
|
(a)
|
APS Solar Communities program, energy storage, renewable projects and other clean energy projects
|
(b)
|
Primarily information systems and facilities projects
|
|
2020
|
|
2021-
2022 |
|
2023-
2024 |
|
Thereafter
|
|
Total
|
||||||||||
Long-term debt payments, including interest: (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
APS
|
$
|
554
|
|
|
$
|
398
|
|
|
$
|
757
|
|
|
$
|
7,405
|
|
|
$
|
9,114
|
|
Pinnacle West
|
460
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460
|
|
|||||
Total long-term debt payments, including interest
|
1,014
|
|
|
398
|
|
|
757
|
|
|
7,405
|
|
|
9,574
|
|
|||||
Short-term debt payments, including interest (b)
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|||||
Fuel and purchased power commitments (c)
|
569
|
|
|
1,217
|
|
|
1,176
|
|
|
5,318
|
|
|
8,280
|
|
|||||
Renewable energy credits (d)
|
36
|
|
|
66
|
|
|
58
|
|
|
133
|
|
|
293
|
|
|||||
Purchase obligations (e)
|
21
|
|
|
20
|
|
|
21
|
|
|
196
|
|
|
258
|
|
|||||
Coal reclamation
|
17
|
|
|
33
|
|
|
37
|
|
|
88
|
|
|
175
|
|
|||||
Nuclear decommissioning funding requirements
|
2
|
|
|
4
|
|
|
4
|
|
|
50
|
|
|
60
|
|
|||||
Noncontrolling interests (f)
|
23
|
|
|
46
|
|
|
39
|
|
|
143
|
|
|
251
|
|
|||||
Operating lease payments (g)
|
15
|
|
|
20
|
|
|
10
|
|
|
39
|
|
|
84
|
|
|||||
Total contractual commitments
|
$
|
1,812
|
|
|
$
|
1,804
|
|
|
$
|
2,102
|
|
|
$
|
13,372
|
|
|
$
|
19,090
|
|
(a)
|
The long-term debt matures at various dates through 2049 and bears interest principally at fixed rates. Interest on variable-rate long-term debt is determined by using average rates at December 31, 2019 (see Note 7).
|
(b)
|
See Note 6 for further details.
|
(c)
|
Our fuel and purchased power commitments include purchases of coal, electricity, natural gas, renewable energy, nuclear fuel, and natural gas transportation (see Notes 4 and 11).
|
(d)
|
Contracts to purchase renewable energy credits in compliance with the RES (see Note 4).
|
(e)
|
These contractual obligations include commitments for capital expenditures and other obligations.
|
(f)
|
Payments to the noncontrolling interests relate to the Palo Verde sale leaseback (see Note 19).
|
(g)
|
Commitments relating to purchased power lease contracts are included within the fuel and purchased power commitments line above (see Note 9).
|
|
|
Increase (Decrease)
|
||||||
Actuarial Assumption (a)
|
|
Impact on
Pension
Liability
|
|
Impact on
Pension
Expense
|
||||
Discount rate:
|
|
|
|
|
|
|
||
Increase 1%
|
|
$
|
(388
|
)
|
|
$
|
(11
|
)
|
Decrease 1%
|
|
471
|
|
|
14
|
|
||
Expected long-term rate of return on plan assets:
|
|
|
|
|
||||
Increase 1%
|
|
—
|
|
|
(22
|
)
|
||
Decrease 1%
|
|
—
|
|
|
22
|
|
(a)
|
Each fluctuation assumes that the other assumptions of the calculation are held constant while the rates are changed by one percentage point.
|
|
|
Increase (Decrease)
|
||||||
Actuarial Assumption (a)
|
|
Impact on Other
Postretirement
Benefit
Obligation
|
|
Impact on Other
Postretirement
Benefit Expense
|
||||
Discount rate:
|
|
|
|
|
|
|
||
Increase 1%
|
|
$
|
(104
|
)
|
|
$
|
(1
|
)
|
Decrease 1%
|
|
134
|
|
|
5
|
|
||
Healthcare cost trend rate (b):
|
|
|
|
|
||||
Increase 1%
|
|
124
|
|
|
9
|
|
||
Decrease 1%
|
|
(98
|
)
|
|
(4
|
)
|
||
Expected long-term rate of return on plan assets – pretax:
|
|
|
|
|
|
|||
Increase 1%
|
|
—
|
|
|
(4
|
)
|
||
Decrease 1%
|
|
—
|
|
|
4
|
|
(a)
|
Each fluctuation assumes that the other assumptions of the calculation are held constant while the rates are changed by one percentage point.
|
(b)
|
This assumes a 1% change in the initial and ultimate healthcare cost trend rate.
|
|
|
Short-Term
Debt
|
|
Variable-Rate
Long-Term Debt
|
|
Fixed-Rate
Long-Term Debt
|
|||||||||||||||
|
|
Interest
|
|
|
|
Interest
|
|
|
|
Interest
|
|
|
|||||||||
2019
|
|
Rates
|
|
Amount
|
|
Rates
|
|
Amount
|
|
Rates
|
|
Amount
|
|||||||||
2020
|
|
2.06
|
%
|
|
$
|
115
|
|
|
2.16
|
%
|
|
$
|
350
|
|
|
2.23
|
%
|
|
$
|
450
|
|
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.78
|
%
|
|
365
|
|
|||
Years thereafter
|
|
—
|
|
|
—
|
|
|
1.54
|
%
|
|
36
|
|
|
4.12
|
%
|
|
4,475
|
|
|||
Total
|
|
|
|
|
$
|
115
|
|
|
|
|
$
|
386
|
|
|
|
|
|
$
|
5,290
|
|
|
Fair value
|
|
|
|
|
$
|
115
|
|
|
|
|
|
$
|
386
|
|
|
|
|
|
$
|
5,808
|
|
|
|
Short-Term
Debt
|
|
Variable-Rate
Long-Term Debt
|
|
Fixed-Rate
Long-Term Debt
|
|||||||||||||||
|
|
Interest
|
|
|
|
Interest
|
|
|
|
Interest
|
|
|
|||||||||
2018
|
|
Rates
|
|
Amount
|
|
Rates
|
|
Amount
|
|
Rates
|
|
Amount
|
|||||||||
2019
|
|
2.99
|
%
|
|
$
|
76
|
|
|
—
|
|
|
$
|
—
|
|
|
8.75
|
%
|
|
$
|
500
|
|
2020
|
|
—
|
|
|
—
|
|
|
3.02
|
%
|
|
150
|
|
|
2.23
|
%
|
|
550
|
|
|||
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Years thereafter
|
|
—
|
|
|
—
|
|
|
1.76
|
%
|
|
36
|
|
|
4.25
|
%
|
|
3,940
|
|
|||
Total
|
|
|
|
|
$
|
76
|
|
|
|
|
$
|
186
|
|
|
|
|
|
$
|
4,990
|
|
|
Fair value
|
|
|
|
|
$
|
76
|
|
|
|
|
|
$
|
186
|
|
|
|
|
|
$
|
5,048
|
|
|
|
Variable-Rate
Long-Term Debt
|
|
Fixed-Rate
Long-Term Debt
|
||||||||||
|
|
Interest
|
|
|
|
Interest
|
|
|
||||||
2019
|
|
Rates
|
|
Amount
|
|
Rates
|
|
Amount
|
||||||
2020
|
|
2.12
|
%
|
|
$
|
200
|
|
|
2.20
|
%
|
|
$
|
150
|
|
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
2024
|
|
—
|
|
|
—
|
|
|
3.78
|
%
|
|
365
|
|
||
Years thereafter
|
|
1.54
|
%
|
|
36
|
|
|
4.12
|
%
|
|
4,475
|
|
||
Total
|
|
|
|
$
|
236
|
|
|
|
|
|
$
|
4,990
|
|
|
Fair value
|
|
|
|
|
$
|
236
|
|
|
|
|
|
$
|
5,508
|
|
|
|
Variable-Rate
Long-Term Debt
|
|
Fixed-Rate
Long-Term Debt
|
||||||||||
|
|
Interest
|
|
|
|
Interest
|
|
|
||||||
2018
|
|
Rates
|
|
Amount
|
|
Rates
|
|
Amount
|
||||||
2019
|
|
—
|
|
|
$
|
—
|
|
|
8.75
|
%
|
|
$
|
500
|
|
2020
|
|
—
|
|
|
—
|
|
|
2.20
|
%
|
|
250
|
|
||
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Years thereafter
|
|
1.76
|
%
|
|
36
|
|
|
4.25
|
%
|
|
3,940
|
|
||
Total
|
|
|
|
$
|
36
|
|
|
|
|
$
|
4,690
|
|
||
Fair value
|
|
|
|
|
$
|
36
|
|
|
|
|
|
$
|
4,754
|
|
|
2019
|
|
2018
|
||||
Mark-to-market of net positions at beginning of year
|
$
|
(58
|
)
|
|
$
|
(91
|
)
|
Decrease (Increase) in regulatory asset
|
(15
|
)
|
|
31
|
|
||
Recognized in OCI:
|
|
|
|
||||
Mark-to-market losses realized during the period
|
2
|
|
|
2
|
|
||
Change in valuation techniques
|
—
|
|
|
—
|
|
||
Mark-to-market of net positions at end of year
|
$
|
(71
|
)
|
|
$
|
(58
|
)
|
Source of Fair Value
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Total
fair
value
|
||||||||||||
Observable prices provided by other external sources
|
|
$
|
(36
|
)
|
|
$
|
(17
|
)
|
|
$
|
(10
|
)
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
(67
|
)
|
Prices based on unobservable inputs
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
||||||
Total by maturity
|
|
$
|
(38
|
)
|
|
$
|
(17
|
)
|
|
$
|
(10
|
)
|
|
$
|
(4
|
)
|
|
$
|
(2
|
)
|
|
$
|
(71
|
)
|
|
December 31, 2019
Gain (Loss)
|
|
December 31, 2018
Gain (Loss)
|
||||||||||||
|
Price Up 10%
|
|
Price Down 10%
|
|
Price Up 10%
|
|
Price Down 10%
|
||||||||
Mark-to-market changes reported in:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regulatory asset (liability) (a)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
Natural gas
|
55
|
|
|
(55
|
)
|
|
44
|
|
|
(44
|
)
|
||||
Total
|
$
|
55
|
|
|
$
|
(55
|
)
|
|
$
|
45
|
|
|
$
|
(45
|
)
|
(a)
|
These contracts are economic hedges of our forecasted purchases of natural gas and electricity. The impact of these hypothetical price movements would substantially offset the impact that these same price movements would have on the physical exposures being hedged. To the extent the amounts are eligible for inclusion in the PSA, the amounts are recorded as either a regulatory asset or liability.
|
|
Page
|
|
|
|
|
|
|
|
|
•
|
We tested the effectiveness of management’s controls over the evaluation of the likelihood of (1) the recovery in future rates of costs of recently completed plant and costs deferred as regulatory assets and (2) a refund or a future reduction in rates that should be reported as regulatory liabilities. We also tested the effectiveness of management’s controls over the initial recognition of amounts as property, plant, and equipment; regulatory assets or liabilities; and the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates.
|
•
|
We evaluated the Company’s disclosures related to regulatory accounting, specifically the impact of rate regulation on the financial statements, including the balances recorded and regulatory developments.
|
•
|
We read relevant regulatory rate orders issued by the ACC for APS and other public utilities in Arizona, regulatory statutes, interpretations, procedural memorandums, filings made by interveners, and other publicly available information to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedence of the ACC’s treatment of similar costs under similar circumstances. We evaluated the external information and compared to management’s recorded regulatory asset and liability balances for completeness.
|
•
|
We read management’s preliminary rate filings submitted and testimony given to the ACC regarding the 2019 Retail Rate Case filed in October 2019 and monitored activity by intervenors, the ACC and its staff. The filing is still under review with the ACC. We read the filing and related testimony to assess the likelihood of recovery in future rates or of a future reduction in rates based on the information available as of our report date.
|
•
|
We evaluated management’s assessment of the probability of recovery for regulatory assets or refund or future reduction in rates for regulatory liabilities based on applicable regulatory orders or precedence set by the ACC under similar circumstances. For certain regulatory assets or liabilities where management’s assessment is based on precedence established by the ACC under similar circumstances and not
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
NET INCOME
|
$
|
557,813
|
|
|
$
|
530,540
|
|
|
$
|
507,949
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
|
|
|
|
|
|
|
|
|||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|||
Net unrealized loss, net of tax benefit (expense) of $0, ($78), and $24 (Note 17)
|
—
|
|
|
(78
|
)
|
|
(35
|
)
|
|||
Reclassification of net realized loss, net of tax benefit of $375, $473, and $1,294 (Note 17)
|
1,137
|
|
|
1,527
|
|
|
2,225
|
|
|||
Pension and other postretirement benefits activity, net of tax benefit (expense) of $3,452, ($1,585), and $693 (Note 8)
|
(10,525
|
)
|
|
4,397
|
|
|
(3,370
|
)
|
|||
Total other comprehensive income (loss)
|
(9,388
|
)
|
|
5,846
|
|
|
(1,180
|
)
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
548,425
|
|
|
536,386
|
|
|
506,769
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
19,493
|
|
|
19,493
|
|
|
19,493
|
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
528,932
|
|
|
$
|
516,893
|
|
|
$
|
487,276
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
|
||
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
10,283
|
|
|
$
|
5,766
|
|
Customer and other receivables
|
266,426
|
|
|
267,887
|
|
||
Accrued unbilled revenues
|
128,165
|
|
|
137,170
|
|
||
Allowance for doubtful accounts
|
(8,171
|
)
|
|
(4,069
|
)
|
||
Materials and supplies (at average cost)
|
331,091
|
|
|
269,065
|
|
||
Fossil fuel (at average cost)
|
14,829
|
|
|
25,029
|
|
||
Income tax receivable (Note 5)
|
21,727
|
|
|
—
|
|
||
Assets from risk management activities (Note 17)
|
515
|
|
|
1,113
|
|
||
Deferred fuel and purchased power regulatory asset (Note 4)
|
70,137
|
|
|
37,164
|
|
||
Other regulatory assets (Note 4)
|
133,070
|
|
|
129,738
|
|
||
Other current assets
|
61,958
|
|
|
56,128
|
|
||
Total current assets
|
1,030,030
|
|
|
924,991
|
|
||
INVESTMENTS AND OTHER ASSETS
|
|
|
|
|
|
||
Nuclear decommissioning trust (Notes 14 and 20)
|
1,010,775
|
|
|
851,134
|
|
||
Other special use funds (Notes 14 and 20)
|
245,095
|
|
|
236,101
|
|
||
Other assets
|
96,953
|
|
|
103,247
|
|
||
Total investments and other assets
|
1,352,823
|
|
|
1,190,482
|
|
||
PROPERTY, PLANT AND EQUIPMENT (Notes 1, 7 and 10)
|
|
|
|
|
|
||
Plant in service and held for future use
|
19,836,292
|
|
|
18,736,628
|
|
||
Accumulated depreciation and amortization
|
(6,637,857
|
)
|
|
(6,366,014
|
)
|
||
Net
|
13,198,435
|
|
|
12,370,614
|
|
||
Construction work in progress
|
808,133
|
|
|
1,170,062
|
|
||
Palo Verde sale leaseback, net of accumulated depreciation of $249,144 and $245,275 (Note 19)
|
101,906
|
|
|
105,775
|
|
||
Intangible assets, net of accumulated amortization of $647,276 and $591,202
|
290,564
|
|
|
262,902
|
|
||
Nuclear fuel, net of accumulated amortization of $137,330 and $137,850
|
123,500
|
|
|
120,217
|
|
||
Total property, plant and equipment
|
14,522,538
|
|
|
14,029,570
|
|
||
DEFERRED DEBITS
|
|
|
|
|
|
||
Regulatory assets (Notes 1, 4 and 5)
|
1,304,073
|
|
|
1,342,941
|
|
||
Operating lease right-of-use assets (Note 9)
|
145,813
|
|
|
—
|
|
||
Assets for other postretirement benefits (Note 8)
|
90,570
|
|
|
46,906
|
|
||
Other
|
33,400
|
|
|
129,312
|
|
||
Total deferred debits
|
1,573,856
|
|
|
1,519,159
|
|
||
TOTAL ASSETS
|
$
|
18,479,247
|
|
|
$
|
17,664,202
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Net Income
|
$
|
557,813
|
|
|
$
|
530,540
|
|
|
$
|
507,949
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization including nuclear fuel
|
664,140
|
|
|
650,955
|
|
|
610,629
|
|
|||
Deferred fuel and purchased power
|
(82,481
|
)
|
|
(78,277
|
)
|
|
(48,405
|
)
|
|||
Deferred fuel and purchased power amortization
|
49,508
|
|
|
116,750
|
|
|
(14,767
|
)
|
|||
Allowance for equity funds used during construction
|
(31,431
|
)
|
|
(52,319
|
)
|
|
(47,011
|
)
|
|||
Deferred income taxes
|
(1,479
|
)
|
|
117,355
|
|
|
248,164
|
|
|||
Deferred investment tax credit
|
(3,938
|
)
|
|
(5,170
|
)
|
|
(4,587
|
)
|
|||
Change in derivative instruments fair value
|
—
|
|
|
—
|
|
|
(373
|
)
|
|||
Stock compensation
|
18,376
|
|
|
19,547
|
|
|
20,502
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Customer and other receivables
|
(12,789
|
)
|
|
37,530
|
|
|
(93,797
|
)
|
|||
Accrued unbilled revenues
|
9,005
|
|
|
(24,736
|
)
|
|
(4,485
|
)
|
|||
Materials, supplies and fossil fuel
|
(51,826
|
)
|
|
(6,103
|
)
|
|
(6,683
|
)
|
|||
Income tax receivable
|
(21,727
|
)
|
|
—
|
|
|
3,751
|
|
|||
Other current assets
|
(3,507
|
)
|
|
33,844
|
|
|
(10,580
|
)
|
|||
Accounts payable
|
50,641
|
|
|
(14,602
|
)
|
|
(23,769
|
)
|
|||
Accrued taxes
|
(9,920
|
)
|
|
6,597
|
|
|
9,982
|
|
|||
Other current liabilities
|
(84,651
|
)
|
|
28,174
|
|
|
19,154
|
|
|||
Change in margin and collateral accounts — assets
|
(247
|
)
|
|
143
|
|
|
(300
|
)
|
|||
Change in margin and collateral accounts — liabilities
|
(125
|
)
|
|
(2,211
|
)
|
|
(533
|
)
|
|||
Change in unrecognized tax benefits
|
2,704
|
|
|
(1,235
|
)
|
|
5,891
|
|
|||
Change in long-term regulatory liabilities
|
124,221
|
|
|
(109,284
|
)
|
|
45,764
|
|
|||
Change in other long-term assets
|
(82,895
|
)
|
|
78,604
|
|
|
(68,480
|
)
|
|||
Change in other long-term liabilities
|
(132,666
|
)
|
|
(48,958
|
)
|
|
(29,980
|
)
|
|||
Net cash flow provided by operating activities
|
956,726
|
|
|
1,277,144
|
|
|
1,118,036
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(1,191,447
|
)
|
|
(1,178,169
|
)
|
|
(1,408,774
|
)
|
|||
Contributions in aid of construction
|
70,693
|
|
|
27,716
|
|
|
23,708
|
|
|||
Allowance for borrowed funds used during construction
|
(18,528
|
)
|
|
(25,180
|
)
|
|
(22,112
|
)
|
|||
Proceeds from nuclear decommissioning trust sales and other special use funds
|
719,034
|
|
|
653,033
|
|
|
542,246
|
|
|||
Investment in nuclear decommissioning trust and other special use funds
|
(722,181
|
)
|
|
(672,165
|
)
|
|
(544,527
|
)
|
|||
Other
|
11,452
|
|
|
1,941
|
|
|
(19,078
|
)
|
|||
Net cash flow used for investing activities
|
(1,130,977
|
)
|
|
(1,192,824
|
)
|
|
(1,428,537
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Issuance of long-term debt
|
1,092,188
|
|
|
445,245
|
|
|
848,239
|
|
|||
Repayment of long-term debt
|
(600,000
|
)
|
|
(182,000
|
)
|
|
(125,000
|
)
|
|||
Short-term borrowings and (repayments) — net
|
54,275
|
|
|
(7,000
|
)
|
|
(107,800
|
)
|
|||
Short-term debt borrowings under revolving credit facility
|
49,000
|
|
|
45,000
|
|
|
58,000
|
|
|||
Short-term debt repayments under revolving credit facility
|
(65,000
|
)
|
|
(57,000
|
)
|
|
(32,000
|
)
|
|||
Dividends paid on common stock
|
(329,643
|
)
|
|
(308,892
|
)
|
|
(289,793
|
)
|
|||
Common stock equity issuance and purchases - net
|
692
|
|
|
(5,055
|
)
|
|
(13,390
|
)
|
|||
Distributions to noncontrolling interests
|
(22,744
|
)
|
|
(22,744
|
)
|
|
(22,744
|
)
|
|||
Net cash flow provided by (used for) financing activities
|
178,768
|
|
|
(92,446
|
)
|
|
315,512
|
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
4,517
|
|
|
(8,126
|
)
|
|
5,011
|
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
5,766
|
|
|
13,892
|
|
|
8,881
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
10,283
|
|
|
$
|
5,766
|
|
|
$
|
13,892
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 31, 2016
|
111,392,053
|
|
|
$
|
2,596,030
|
|
|
(55,317
|
)
|
|
$
|
(4,133
|
)
|
|
$
|
2,255,547
|
|
|
$
|
(43,822
|
)
|
|
$
|
132,290
|
|
|
$
|
4,935,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
|
—
|
|
|
|
|
—
|
|
|
488,456
|
|
|
—
|
|
|
19,493
|
|
|
507,949
|
|
||||||||
Other comprehensive loss
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(1,180
|
)
|
|
—
|
|
|
(1,180
|
)
|
||||||||
Dividends on common stock ($2.70 per share)
|
|
|
—
|
|
|
|
|
—
|
|
|
(301,492
|
)
|
|
—
|
|
|
—
|
|
|
(301,492
|
)
|
||||||||
Issuance of common stock
|
424,117
|
|
|
18,775
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,775
|
|
|||||||
Purchase of treasury stock (a)
|
|
|
—
|
|
|
(216,911
|
)
|
|
(17,755
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,755
|
)
|
|||||||
Reissuance of treasury stock for stock-based compensation and other
|
|
|
—
|
|
|
207,765
|
|
|
16,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,264
|
|
|||||||
Capital activities by noncontrolling interests
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,743
|
)
|
|
(22,743
|
)
|
||||||||
Balance, December 31, 2017
|
111,816,170
|
|
|
2,614,805
|
|
|
(64,463
|
)
|
|
(5,624
|
)
|
|
2,442,511
|
|
|
(45,002
|
)
|
|
129,040
|
|
|
5,135,730
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
|
—
|
|
|
|
|
—
|
|
|
511,047
|
|
|
—
|
|
|
19,493
|
|
|
530,540
|
|
||||||||
Other comprehensive income
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
5,846
|
|
|
—
|
|
|
5,846
|
|
||||||||
Dividends on common stock ($2.87 per share)
|
|
|
—
|
|
|
|
|
—
|
|
|
(320,927
|
)
|
|
—
|
|
|
—
|
|
|
(320,927
|
)
|
||||||||
Issuance of common stock
|
343,726
|
|
|
19,460
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,460
|
|
|||||||
Purchase of treasury stock (a)
|
|
|
—
|
|
|
(129,903
|
)
|
|
(10,338
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,338
|
)
|
|||||||
Reissuance of treasury stock for stock-based compensation and other
|
|
|
—
|
|
|
136,231
|
|
|
11,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,137
|
|
|||||||
Capital activities by noncontrolling interests
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,743
|
)
|
|
(22,743
|
)
|
||||||||
Reclassification of income tax effects related to new tax reform (b)
|
|
|
—
|
|
|
|
|
—
|
|
|
8,552
|
|
|
(8,552
|
)
|
|
—
|
|
|
—
|
|
||||||||
Balance, December 31, 2018
|
112,159,896
|
|
|
2,634,265
|
|
|
(58,135
|
)
|
|
(4,825
|
)
|
|
2,641,183
|
|
|
(47,708
|
)
|
|
125,790
|
|
|
5,348,705
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
|
—
|
|
|
|
|
—
|
|
|
538,320
|
|
|
—
|
|
|
19,493
|
|
|
557,813
|
|
||||||||
Other comprehensive loss
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(9,388
|
)
|
|
—
|
|
|
(9,388
|
)
|
||||||||
Dividends on common stock ($3.04 per share)
|
|
|
—
|
|
|
|
|
—
|
|
|
(341,893
|
)
|
|
—
|
|
|
—
|
|
|
(341,893
|
)
|
||||||||
Issuance of common stock
|
380,230
|
|
|
25,296
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,296
|
|
|||||||
Purchase of treasury stock (a)
|
|
|
—
|
|
|
(121,493
|
)
|
|
(11,202
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,202
|
)
|
|||||||
Reissuance of treasury stock for stock-based compensation and other
|
|
|
—
|
|
|
76,082
|
|
|
6,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,600
|
|
|||||||
Capital activities by noncontrolling interests
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,743
|
)
|
|
(22,743
|
)
|
||||||||
Balance, December 31, 2019
|
112,540,126
|
|
|
$
|
2,659,561
|
|
|
(103,546
|
)
|
|
$
|
(9,427
|
)
|
|
$
|
2,837,610
|
|
|
$
|
(57,096
|
)
|
|
$
|
122,540
|
|
|
$
|
5,553,188
|
|
(b)
|
In 2018, the Company adopted new accounting guidance and elected to reclassify income tax effects of the Tax Cuts and Jobs Act of 2017 (the "Tax Act") on items within accumulated other comprehensive income to retained earnings.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
OPERATING REVENUES (NOTE 2)
|
$
|
3,471,209
|
|
|
$
|
3,688,342
|
|
|
$
|
3,557,652
|
|
|
|
|
|
|
|
||||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|||
Fuel and purchased power
|
1,042,237
|
|
|
1,094,020
|
|
|
992,744
|
|
|||
Operations and maintenance
|
926,716
|
|
|
969,227
|
|
|
917,983
|
|
|||
Depreciation and amortization
|
590,844
|
|
|
580,694
|
|
|
532,423
|
|
|||
Taxes other than income taxes
|
218,540
|
|
|
212,136
|
|
|
183,254
|
|
|||
Other expense
|
5,888
|
|
|
2,497
|
|
|
6,709
|
|
|||
Total
|
2,784,225
|
|
|
2,858,574
|
|
|
2,633,113
|
|
|||
OPERATING INCOME
|
686,984
|
|
|
829,768
|
|
|
924,539
|
|
|||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
|
|
|
|
|
|||
Allowance for equity funds used during construction (Note 1)
|
31,431
|
|
|
52,319
|
|
|
47,011
|
|
|||
Pension and other postretirement non-service credits - net (Note 8)
|
24,529
|
|
|
51,242
|
|
|
24,371
|
|
|||
Other income (Note 18)
|
46,884
|
|
|
22,746
|
|
|
3,013
|
|
|||
Other expense (Note 18)
|
(12,990
|
)
|
|
(15,292
|
)
|
|
(13,913
|
)
|
|||
Total
|
89,854
|
|
|
111,015
|
|
|
60,482
|
|
|||
INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|||
Interest charges
|
220,174
|
|
|
231,391
|
|
|
214,163
|
|
|||
Allowance for borrowed funds used during construction (Note 1)
|
(18,528
|
)
|
|
(25,180
|
)
|
|
(22,112
|
)
|
|||
Total
|
201,646
|
|
|
206,211
|
|
|
192,051
|
|
|||
INCOME BEFORE INCOME TAXES
|
575,192
|
|
|
734,572
|
|
|
792,970
|
|
|||
INCOME TAXES (Note 5)
|
(9,572
|
)
|
|
144,814
|
|
|
269,168
|
|
|||
NET INCOME
|
584,764
|
|
|
589,758
|
|
|
523,802
|
|
|||
Less: Net income attributable to noncontrolling interests (Note 19)
|
19,493
|
|
|
19,493
|
|
|
19,493
|
|
|||
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDER
|
$
|
565,271
|
|
|
$
|
570,265
|
|
|
$
|
504,309
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
NET INCOME
|
$
|
584,764
|
|
|
$
|
589,758
|
|
|
$
|
523,802
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
|
|
|
|
|
|
|
|
|||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|||
Net unrealized loss, net of tax benefit (expense) of $0, ($78), and $24 (Note 17)
|
—
|
|
|
(78
|
)
|
|
(35
|
)
|
|||
Reclassification of net realized loss, net of tax benefit of $375, $473, and $1,294 (Note 17)
|
1,137
|
|
|
1,527
|
|
|
2,225
|
|
|||
Pension and other postretirement benefits activity, net of tax benefit (expense) of $3,136, ($1,159), and $977 (Note 8)
|
(9,552
|
)
|
|
3,465
|
|
|
(3,750
|
)
|
|||
Total other comprehensive income (loss)
|
(8,415
|
)
|
|
4,914
|
|
|
(1,560
|
)
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
576,349
|
|
|
594,672
|
|
|
522,242
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
19,493
|
|
|
19,493
|
|
|
19,493
|
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDER
|
$
|
556,856
|
|
|
$
|
575,179
|
|
|
$
|
502,749
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
|
||
PROPERTY, PLANT AND EQUIPMENT (Notes 1, 7 and 10)
|
|
|
|
|
|
||
Plant in service and held for future use
|
$
|
19,832,805
|
|
|
$
|
18,733,142
|
|
Accumulated depreciation and amortization
|
(6,634,597
|
)
|
|
(6,362,771
|
)
|
||
Net
|
13,198,208
|
|
|
12,370,371
|
|
||
Construction work in progress
|
808,133
|
|
|
1,170,062
|
|
||
Palo Verde sale leaseback, net of accumulated depreciation of $249,144 and $245,275 (Note 19)
|
101,906
|
|
|
105,775
|
|
||
Intangible assets, net of accumulated amortization of $646,142 and $590,069
|
290,409
|
|
|
262,746
|
|
||
Nuclear fuel, net of accumulated amortization of $137,330 and $137,850
|
123,500
|
|
|
120,217
|
|
||
Total property, plant and equipment
|
14,522,156
|
|
|
14,029,171
|
|
||
INVESTMENTS AND OTHER ASSETS
|
|
|
|
|
|
||
Nuclear decommissioning trust (Notes 14 and 20)
|
1,010,775
|
|
|
851,134
|
|
||
Other special use funds (Notes 14 and 20)
|
245,095
|
|
|
236,101
|
|
||
Other assets
|
43,781
|
|
|
40,817
|
|
||
Total investments and other assets
|
1,299,651
|
|
|
1,128,052
|
|
||
CURRENT ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
10,169
|
|
|
5,707
|
|
||
Customer and other receivables
|
255,479
|
|
|
257,654
|
|
||
Accrued unbilled revenues
|
128,165
|
|
|
137,170
|
|
||
Allowance for doubtful accounts
|
(8,171
|
)
|
|
(4,069
|
)
|
||
Materials and supplies (at average cost)
|
331,091
|
|
|
269,065
|
|
||
Fossil fuel (at average cost)
|
14,829
|
|
|
25,029
|
|
||
Income tax receivable (Note 5)
|
7,313
|
|
|
—
|
|
||
Assets from risk management activities (Note 17)
|
515
|
|
|
1,113
|
|
||
Deferred fuel and purchased power regulatory asset (Note 4)
|
70,137
|
|
|
37,164
|
|
||
Other regulatory assets (Note 4)
|
133,070
|
|
|
129,738
|
|
||
Other current assets
|
38,895
|
|
|
35,111
|
|
||
Total current assets
|
981,492
|
|
|
893,682
|
|
||
DEFERRED DEBITS
|
|
|
|
|
|
||
Regulatory assets (Notes 1, 4, and 5)
|
1,304,073
|
|
|
1,342,941
|
|
||
Operating lease right-of-use assets (Note 9)
|
144,024
|
|
|
—
|
|
||
Assets for other postretirement benefits (Note 8)
|
86,736
|
|
|
43,212
|
|
||
Other
|
32,591
|
|
|
128,265
|
|
||
Total deferred debits
|
1,567,424
|
|
|
1,514,418
|
|
||
TOTAL ASSETS
|
$
|
18,370,723
|
|
|
$
|
17,565,323
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
CAPITALIZATION
|
|
|
|
|
|
||
Common stock
|
$
|
178,162
|
|
|
$
|
178,162
|
|
Additional paid-in capital
|
2,721,696
|
|
|
2,721,696
|
|
||
Retained earnings
|
3,011,927
|
|
|
2,788,256
|
|
||
Accumulated other comprehensive loss (Note 21)
|
(35,522
|
)
|
|
(27,107
|
)
|
||
Total shareholder equity
|
5,876,263
|
|
|
5,661,007
|
|
||
Noncontrolling interests (Note 19)
|
122,540
|
|
|
125,790
|
|
||
Total equity
|
5,998,803
|
|
|
5,786,797
|
|
||
Long-term debt less current maturities (Note 7)
|
4,833,133
|
|
|
4,189,436
|
|
||
Total capitalization
|
10,831,936
|
|
|
9,976,233
|
|
||
CURRENT LIABILITIES
|
|
|
|
|
|
||
Current maturities of long-term debt (Note 7)
|
350,000
|
|
|
500,000
|
|
||
Accounts payable
|
338,006
|
|
|
266,277
|
|
||
Accrued taxes
|
136,328
|
|
|
176,357
|
|
||
Accrued interest
|
52,619
|
|
|
60,228
|
|
||
Common dividends payable
|
88,000
|
|
|
82,700
|
|
||
Customer deposits
|
64,908
|
|
|
91,174
|
|
||
Liabilities from risk management activities (Note 17)
|
38,946
|
|
|
35,506
|
|
||
Liabilities for asset retirements (Note 12)
|
11,025
|
|
|
19,842
|
|
||
Operating lease liabilities (Note 9)
|
12,549
|
|
|
—
|
|
||
Regulatory liabilities (Note 4)
|
234,912
|
|
|
165,876
|
|
||
Other current liabilities
|
164,736
|
|
|
178,137
|
|
||
Total current liabilities
|
1,492,029
|
|
|
1,576,097
|
|
||
DEFERRED CREDITS AND OTHER
|
|
|
|
|
|
||
Deferred income taxes (Note 5)
|
2,033,096
|
|
|
1,812,664
|
|
||
Regulatory liabilities (Notes 1, 4, 5 and 8)
|
2,267,835
|
|
|
2,325,976
|
|
||
Liabilities for asset retirements (Note 12)
|
646,193
|
|
|
706,703
|
|
||
Liabilities for pension benefits (Note 8)
|
262,243
|
|
|
425,404
|
|
||
Liabilities from risk management activities (Note 17)
|
33,186
|
|
|
24,531
|
|
||
Customer advances
|
215,330
|
|
|
137,153
|
|
||
Coal mine reclamation
|
165,695
|
|
|
212,785
|
|
||
Deferred investment tax credit
|
196,468
|
|
|
200,405
|
|
||
Unrecognized tax benefits (Note 5)
|
40,188
|
|
|
41,861
|
|
||
Operating lease liabilities (Note 9)
|
50,092
|
|
|
—
|
|
||
Other
|
136,432
|
|
|
125,511
|
|
||
Total deferred credits and other
|
6,046,758
|
|
|
6,012,993
|
|
||
COMMITMENTS AND CONTINGENCIES (SEE NOTES)
|
|
|
|
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
18,370,723
|
|
|
$
|
17,565,323
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
584,764
|
|
|
$
|
589,758
|
|
|
$
|
523,802
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization including nuclear fuel
|
664,055
|
|
|
649,295
|
|
|
608,935
|
|
|||
Deferred fuel and purchased power
|
(82,481
|
)
|
|
(78,277
|
)
|
|
(48,405
|
)
|
|||
Deferred fuel and purchased power amortization
|
49,508
|
|
|
116,750
|
|
|
(14,767
|
)
|
|||
Allowance for equity funds used during construction
|
(31,431
|
)
|
|
(52,319
|
)
|
|
(47,011
|
)
|
|||
Deferred income taxes
|
48,367
|
|
|
59,927
|
|
|
249,465
|
|
|||
Deferred investment tax credit
|
(3,938
|
)
|
|
(5,170
|
)
|
|
(4,587
|
)
|
|||
Change in derivative instruments fair value
|
—
|
|
|
—
|
|
|
(373
|
)
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Customer and other receivables
|
(12,075
|
)
|
|
35,406
|
|
|
(68,040
|
)
|
|||
Accrued unbilled revenues
|
9,005
|
|
|
(24,736
|
)
|
|
(4,485
|
)
|
|||
Materials, supplies and fossil fuel
|
(51,826
|
)
|
|
(6,206
|
)
|
|
(6,503
|
)
|
|||
Income tax receivable
|
(7,313
|
)
|
|
—
|
|
|
11,174
|
|
|||
Other current assets
|
(1,461
|
)
|
|
31,707
|
|
|
(6,775
|
)
|
|||
Accounts payable
|
53,258
|
|
|
(15,608
|
)
|
|
(26,561
|
)
|
|||
Accrued taxes
|
(40,029
|
)
|
|
19,008
|
|
|
26,773
|
|
|||
Other current liabilities
|
(82,138
|
)
|
|
25,070
|
|
|
27,912
|
|
|||
Change in margin and collateral accounts — assets
|
(247
|
)
|
|
143
|
|
|
(300
|
)
|
|||
Change in margin and collateral accounts — liabilities
|
(125
|
)
|
|
(2,211
|
)
|
|
(533
|
)
|
|||
Change in unrecognized tax benefits
|
2,704
|
|
|
(1,235
|
)
|
|
5,891
|
|
|||
Change in long-term regulatory liabilities
|
124,221
|
|
|
(109,284
|
)
|
|
45,764
|
|
|||
Change in other long-term assets
|
(85,725
|
)
|
|
77,952
|
|
|
(78,540
|
)
|
|||
Change in other long-term liabilities
|
(129,682
|
)
|
|
(55,169
|
)
|
|
(31,106
|
)
|
|||
Net cash flow provided by operating activities
|
1,007,411
|
|
|
1,254,801
|
|
|
1,161,730
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(1,191,447
|
)
|
|
(1,169,061
|
)
|
|
(1,381,930
|
)
|
|||
Contributions in aid of construction
|
70,693
|
|
|
27,716
|
|
|
23,708
|
|
|||
Allowance for borrowed funds used during construction
|
(18,528
|
)
|
|
(25,180
|
)
|
|
(22,112
|
)
|
|||
Proceeds from nuclear decommissioning trust sales and other special use funds
|
719,034
|
|
|
653,033
|
|
|
542,246
|
|
|||
Investment in nuclear decommissioning trust and other special use funds
|
(722,181
|
)
|
|
(672,165
|
)
|
|
(544,527
|
)
|
|||
Other
|
6,336
|
|
|
(1,789
|
)
|
|
(18,538
|
)
|
|||
Net cash flow used for investing activities
|
(1,136,093
|
)
|
|
(1,187,446
|
)
|
|
(1,401,153
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Issuance of long-term debt
|
1,092,188
|
|
|
295,245
|
|
|
549,478
|
|
|||
Repayment of long-term debt
|
(600,000
|
)
|
|
(182,000
|
)
|
|
—
|
|
|||
Short-term borrowings and (repayments) — net
|
—
|
|
|
—
|
|
|
(135,500
|
)
|
|||
Short-term debt borrowings under revolving credit facility
|
—
|
|
|
25,000
|
|
|
—
|
|
|||
Short-term debt repayments under revolving credit facility
|
—
|
|
|
(25,000
|
)
|
|
—
|
|
|||
Dividends paid on common stock
|
(336,300
|
)
|
|
(316,000
|
)
|
|
(296,800
|
)
|
|||
Equity infusion from Pinnacle West
|
—
|
|
|
150,000
|
|
|
150,000
|
|
|||
Noncontrolling interests
|
(22,744
|
)
|
|
(22,744
|
)
|
|
(22,744
|
)
|
|||
Net cash flow provided by (used for) financing activities
|
133,144
|
|
|
(75,499
|
)
|
|
244,434
|
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
4,462
|
|
|
(8,144
|
)
|
|
5,011
|
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
5,707
|
|
|
13,851
|
|
|
8,840
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
10,169
|
|
|
$
|
5,707
|
|
|
$
|
13,851
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, December 31, 2016
|
71,264,947
|
|
|
$
|
178,162
|
|
|
$
|
2,421,696
|
|
|
$
|
2,331,245
|
|
|
$
|
(25,423
|
)
|
|
$
|
132,290
|
|
|
$
|
5,037,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity infusion from Pinnacle West
|
|
|
—
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|||||||
Net income
|
|
|
—
|
|
|
—
|
|
|
504,309
|
|
|
—
|
|
|
19,493
|
|
|
523,802
|
|
|||||||
Other comprehensive loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,560
|
)
|
|
—
|
|
|
(1,560
|
)
|
|||||||
Dividends on common stock
|
|
|
—
|
|
|
—
|
|
|
(301,600
|
)
|
|
—
|
|
|
—
|
|
|
(301,600
|
)
|
|||||||
Capital activities by noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,743
|
)
|
|
(22,743
|
)
|
|||||||
Balance, December 31, 2017
|
71,264,947
|
|
|
178,162
|
|
|
2,571,696
|
|
|
2,533,954
|
|
|
(26,983
|
)
|
|
129,040
|
|
|
5,385,869
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity infusion from Pinnacle West
|
|
|
—
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|||||||
Net income
|
|
|
—
|
|
|
—
|
|
|
570,265
|
|
|
—
|
|
|
19,493
|
|
|
589,758
|
|
|||||||
Other comprehensive income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,914
|
|
|
—
|
|
|
4,914
|
|
|||||||
Dividends on common stock
|
|
|
—
|
|
|
—
|
|
|
(321,001
|
)
|
|
—
|
|
|
—
|
|
|
(321,001
|
)
|
|||||||
Reclassifications of income tax effects related to new tax reform (a)
|
|
|
—
|
|
|
—
|
|
|
5,038
|
|
|
(5,038
|
)
|
|
—
|
|
|
—
|
|
|||||||
Capital activities by noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,743
|
)
|
|
(22,743
|
)
|
|||||||
Balance, December 31, 2018
|
71,264,947
|
|
|
178,162
|
|
|
2,721,696
|
|
|
2,788,256
|
|
|
(27,107
|
)
|
|
125,790
|
|
|
5,786,797
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
|
|
—
|
|
|
—
|
|
|
565,271
|
|
|
—
|
|
|
19,493
|
|
|
584,764
|
|
|||||||
Other comprehensive loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,415
|
)
|
|
—
|
|
|
(8,415
|
)
|
|||||||
Dividends on common stock
|
|
|
—
|
|
|
—
|
|
|
(341,600
|
)
|
|
—
|
|
|
—
|
|
|
(341,600
|
)
|
|||||||
Capital activities by noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,743
|
)
|
|
(22,743
|
)
|
|||||||
Balance, December 31, 2019
|
71,264,947
|
|
|
$
|
178,162
|
|
|
$
|
2,721,696
|
|
|
$
|
3,011,927
|
|
|
$
|
(35,522
|
)
|
|
$
|
122,540
|
|
|
$
|
5,998,803
|
|
•
|
material and labor;
|
•
|
contractor costs;
|
•
|
capitalized leases;
|
•
|
construction overhead costs (where applicable); and
|
•
|
allowance for funds used during construction.
|
Property, Plant and Equipment:
|
2019
|
|
2018
|
||||
Generation
|
$
|
8,916,872
|
|
|
$
|
8,285,514
|
|
Transmission
|
3,095,907
|
|
|
3,033,579
|
|
||
Distribution
|
6,690,697
|
|
|
6,378,345
|
|
||
General plant
|
1,132,816
|
|
|
1,039,190
|
|
||
Plant in service and held for future use
|
19,836,292
|
|
|
18,736,628
|
|
||
Accumulated depreciation and amortization
|
(6,637,857
|
)
|
|
(6,366,014
|
)
|
||
Net
|
13,198,435
|
|
|
12,370,614
|
|
||
Construction work in progress
|
808,133
|
|
|
1,170,062
|
|
||
Palo Verde sale leaseback, net of accumulated depreciation
|
101,906
|
|
|
105,775
|
|
||
Intangible assets, net of accumulated amortization
|
290,564
|
|
|
262,902
|
|
||
Nuclear fuel, net of accumulated amortization
|
123,500
|
|
|
120,217
|
|
||
Total property, plant and equipment
|
$
|
14,522,538
|
|
|
$
|
14,029,570
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|||
Income taxes, net of refunds
|
$
|
12,535
|
|
|
$
|
21,173
|
|
|
$
|
2,186
|
|
Interest, net of amounts capitalized
|
218,664
|
|
|
208,479
|
|
|
189,288
|
|
|||
Significant non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|||
Accrued capital expenditures
|
$
|
141,297
|
|
|
$
|
132,620
|
|
|
$
|
130,404
|
|
Dividends declared but not paid
|
87,982
|
|
|
82,675
|
|
|
77,667
|
|
|||
Right-of-use operating lease assets obtained in exchange for operating lease liabilities
|
11,262
|
|
|
—
|
|
|
—
|
|
|||
Sale of 4CA 7% interest in Four Corners
|
—
|
|
|
68,907
|
|
|
—
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash paid (received) during the period for:
|
|
|
|
|
|
|
|
|
|||
Income taxes, net of refunds
|
$
|
(15,042
|
)
|
|
$
|
77,942
|
|
|
$
|
(14,098
|
)
|
Interest, net of amounts capitalized
|
204,261
|
|
|
196,419
|
|
|
184,210
|
|
|||
Significant non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|||
Accrued capital expenditures
|
$
|
141,297
|
|
|
$
|
132,620
|
|
|
$
|
130,057
|
|
Dividends declared but not paid
|
88,000
|
|
|
82,700
|
|
|
77,700
|
|
|||
Right-of-use operating lease assets obtained in exchange for operating lease liabilities
|
11,262
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||
|
2019
|
|
2018
|
||||
Retail Electric Service
|
|
|
|
||||
Residential
|
$
|
1,761,122
|
|
|
$
|
1,867,370
|
|
Non-Residential
|
1,509,514
|
|
|
1,628,891
|
|
||
Wholesale Energy Sales
|
121,805
|
|
|
109,198
|
|
||
Transmission Services for Others
|
62,460
|
|
|
60,261
|
|
||
Other Sources
|
16,308
|
|
|
25,527
|
|
||
Total Operating Revenues
|
$
|
3,471,209
|
|
|
$
|
3,691,247
|
|
•
|
a test year comprised of twelve months ended June 30, 2019, adjusted as described below;
|
•
|
an original cost rate base of $8.87 billion, which approximates the ACC-jurisdictional portion of the book value of utility assets, net of accumulated depreciation and other credits;
|
•
|
the following proposed capital structure and costs of capital:
|
|
|
Capital Structure
|
|
Cost of Capital
|
|
|
Long-term debt
|
|
45.3
|
%
|
4.10
|
%
|
|
Common stock equity
|
|
54.7
|
%
|
10.15
|
%
|
|
Weighted-average cost of capital
|
|
|
|
7.41
|
%
|
•
|
a 1% return on the increment of fair value rate base above APS’s original cost rate base, as provided for by Arizona law;
|
•
|
authorization to defer until APS's next general rate case the increase or decrease in its Arizona property taxes attributable to tax rate changes after the date the rate application is adjudicated;
|
•
|
a number of proposed rate and program changes for residential customers, including:
|
▪
|
a super off-peak period during the winter months for APS’s time-of-use with demand rates;
|
▪
|
additional $1.25 million in funding for APS's limited-income crisis bill program; and
|
▪
|
a flat bill/subscription rate pilot program;
|
•
|
proposed rate design changes for commercial customers, including an experimental program designed to provide access to market pricing for up to 200 MW of medium and large commercial customers;
|
•
|
recovery of the deferral and rate base effects of the construction and operating costs of the Ocotillo modernization project (see discussion below of the 2017 Settlement Agreement); and
|
•
|
continued recovery of the remaining investment and other costs related to the retirement and closure of the Navajo Plant (see "Navajo Plant" below).
|
•
|
an agreement by APS not to file another general retail rate case application before June 1, 2019;
|
•
|
an authorized return on common equity of 10.0%;
|
•
|
a capital structure comprised of 44.2% debt and 55.8% common equity;
|
•
|
a cost deferral order for potential future recovery in APS’s next general retail rate case for the construction and operating costs APS incurs for its Ocotillo modernization project;
|
•
|
a cost deferral and procedure to allow APS to request rate adjustments prior to its next general retail rate case related to its share of the construction costs associated with installing SCR equipment at Four Corners;
|
•
|
a deferral for future recovery (or credit to customers) of the Arizona property tax expense above or below a specified test year level caused by changes to the applicable Arizona property tax rate;
|
•
|
an expansion of the PSA to include certain environmental chemical costs and third-party energy storage costs;
|
•
|
a new AZ Sun II program (now known as APS Solar Communities) for utility-owned solar distributed generation ("DG") with the purpose of expanding access to rooftop solar for low and moderate income Arizonans, recoverable through the RES, to be no less than $10 million per year in capital costs, and not more than $15 million per year in capital costs;
|
•
|
an increase to the per kWh cap for the environmental improvement surcharge from $0.00016 to $0.00050 and the addition of a balancing account;
|
•
|
rate design changes, including:
|
▪
|
a change in the on-peak time of use period from noon - 7 p.m. to 3 p.m. - 8 p.m. Monday through Friday, excluding holidays;
|
▪
|
non-grandfathered DG customers would be required to select a rate option that has time of use rates and either a new grid access charge or demand component;
|
▪
|
a Resource Comparison Proxy (“RCP”) for exported energy of 12.9 cents per kWh in year one; and
|
•
|
an agreement by APS not to pursue any new self-build generation (with certain exceptions) having an in-service date prior to January 1, 2022 (extended to December 31, 2027 for combined-cycle generating units), unless expressly authorized by the ACC.
|
•
|
APS must file a rate case no later than October 31, 2019, using a June 30, 2019 test-year;
|
•
|
until the conclusion of the rate case being filed no later than October 31, 2019, APS must provide information on customer bills that shows how much a customer would pay on their most economical rate given their actual usage during each month;
|
•
|
APS customers can switch rate plans during an open enrollment period of six months;
|
•
|
APS must identify customers whose bills have increased by more than 9% and that are not on the most economical rate and provide such customers with targeted education materials and an opportunity to switch rate plans;
|
•
|
APS must provide grandfathered net metering customers on legacy demand rates an opportunity to switch to another legacy rate to enable such customers to fully benefit from legacy net metering rates;
|
•
|
APS must fund and implement a supplemental customer education and outreach program to be developed with and administered by ACC Staff and a third-party consultant; and
|
•
|
APS must fund and organize, along with the third-party consultant, a stakeholder group to suggest better ways to communicate the impact of changes to adjustor cost recovery mechanisms (see below for discussion on cost recovery mechanisms), including more effective ways to educate customers on rate plans and to reduce energy usage.
|
•
|
APS records deferrals for recovery or refund to the extent actual retail fuel and purchased power costs vary from the Base Fuel Rate;
|
•
|
An adjustment to the PSA rate is made annually each February 1 (unless otherwise approved by the ACC) and goes into effect automatically unless suspended by the ACC;
|
•
|
The PSA uses a forward-looking estimate of fuel and purchased power costs to set the annual PSA rate, which is reconciled to actual costs experienced for each PSA Year (February 1 through January 31) (see the following bullet point);
|
•
|
The PSA rate includes (a) a “Forward Component,” under which APS recovers or refunds differences between expected fuel and purchased power costs for the upcoming calendar year and those embedded in the Base Fuel Rate; (b) a “Historical Component,” under which differences between actual fuel and purchased power costs and those recovered or refunded through the combination of the Base Fuel Rate and the Forward Component are recovered during the next PSA Year; and (c) a “Transition Component,” under which APS may seek mid-year PSA changes due to large variances between actual fuel and purchased power costs and the combination of the Base Fuel Rate and the Forward Component; and
|
•
|
The PSA rate may not be increased or decreased more than $0.004 per kWh in a year without permission of the ACC.
|
|
Twelve Months Ended
December 31, |
||||||
|
2019
|
|
2018
|
||||
Beginning balance
|
$
|
37,164
|
|
|
$
|
75,637
|
|
Deferred fuel and purchased power costs — current period
|
82,481
|
|
|
78,277
|
|
||
Amounts charged to customers
|
(49,508
|
)
|
|
(116,750
|
)
|
||
Ending balance
|
$
|
70,137
|
|
|
$
|
37,164
|
|
•
|
Customers who have interconnected a DG system or submitted an application for interconnection for DG systems prior to September 1, 2017, based on APS's 2017 Rate Case Decision, will be grandfathered for a period of 20 years from the date the customer’s interconnection application was accepted by the utility;
|
•
|
Customers with DG solar systems are to be considered a separate class of customers for ratemaking purposes; and
|
•
|
Once an export price is set for APS, no netting or banking of retail credits will be available for new DG customers, and the then-applicable export price will be guaranteed for new customers for a period of 10 years.
|
S
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Amortization Through
|
|
Current
|
|
Non-Current
|
|
Current
|
|
Non-Current
|
||||||||
Pension
|
(a)
|
|
$
|
—
|
|
|
$
|
660,223
|
|
|
$
|
—
|
|
|
$
|
733,351
|
|
Retired power plant costs
|
2033
|
|
28,182
|
|
|
142,503
|
|
|
28,182
|
|
|
167,164
|
|
||||
Income taxes - AFUDC equity
|
2049
|
|
6,800
|
|
|
154,974
|
|
|
6,457
|
|
|
151,467
|
|
||||
Deferred fuel and purchased power (b) (c)
|
2020
|
|
70,137
|
|
|
—
|
|
|
37,164
|
|
|
—
|
|
||||
Deferred fuel and purchased power — mark-to-market (Note 17)
|
2024
|
|
36,887
|
|
|
33,185
|
|
|
31,728
|
|
|
23,768
|
|
||||
Deferred property taxes
|
2027
|
|
8,569
|
|
|
58,196
|
|
|
8,569
|
|
|
66,356
|
|
||||
SCR deferral
|
N/A
|
|
—
|
|
|
52,644
|
|
|
—
|
|
|
23,276
|
|
||||
Four Corners cost deferral
|
2024
|
|
8,077
|
|
|
32,152
|
|
|
8,077
|
|
|
40,228
|
|
||||
Ocotillo deferral
|
N/A
|
|
—
|
|
|
38,144
|
|
|
—
|
|
|
—
|
|
||||
Deferred compensation
|
2036
|
|
—
|
|
|
36,464
|
|
|
—
|
|
|
36,523
|
|
||||
Income taxes — investment tax credit basis adjustment
|
2048
|
|
1,098
|
|
|
24,981
|
|
|
1,079
|
|
|
25,522
|
|
||||
Lost fixed cost recovery (b)
|
2020
|
|
26,067
|
|
|
—
|
|
|
32,435
|
|
|
—
|
|
||||
Palo Verde VIEs (Note 19)
|
2046
|
|
—
|
|
|
20,635
|
|
|
—
|
|
|
20,015
|
|
||||
Coal reclamation
|
2026
|
|
1,546
|
|
|
17,688
|
|
|
1,546
|
|
|
15,607
|
|
||||
Loss on reacquired debt
|
2038
|
|
1,637
|
|
|
12,031
|
|
|
1,637
|
|
|
13,668
|
|
||||
Mead-Phoenix transmission line - contributions in aid of construction
|
2050
|
|
332
|
|
|
9,712
|
|
|
332
|
|
|
10,044
|
|
||||
TCA balancing account (b)
|
2021
|
|
6,324
|
|
|
2,885
|
|
|
3,860
|
|
|
772
|
|
||||
Tax expense of Medicare subsidy
|
2024
|
|
1,235
|
|
|
4,940
|
|
|
1,235
|
|
|
6,176
|
|
||||
AG-1 deferral
|
2022
|
|
2,787
|
|
|
2,716
|
|
|
2,654
|
|
|
5,819
|
|
||||
Tax expense adjustor mechanism (b)
|
2020
|
|
1,612
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
Various
|
|
1,917
|
|
|
—
|
|
|
1,947
|
|
|
3,185
|
|
||||
Total regulatory assets (d)
|
|
|
$
|
203,207
|
|
|
$
|
1,304,073
|
|
|
$
|
166,902
|
|
|
$
|
1,342,941
|
|
(a)
|
This asset represents the future recovery of pension benefit obligations through retail rates. If these costs are disallowed by the ACC, this regulatory asset would be charged to OCI and result in lower future revenues. See Note 8 for further discussion.
|
(b)
|
See “Cost Recovery Mechanisms” discussion above.
|
(c)
|
Subject to a carrying charge.
|
(d)
|
There are no regulatory assets for which the ACC has allowed recovery of costs, but not allowed a return by exclusion from rate base. FERC rates are set using a formula rate as described in “Transmission Rates, Transmission Cost Adjustor and Other Transmission Matters.”
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Amortization Through
|
|
Current
|
|
Non-Current
|
|
Current
|
|
Non-Current
|
||||||||
Excess deferred income taxes - ACC - Tax Cuts and Jobs Act (a)
|
2046
|
|
$
|
59,918
|
|
|
$
|
1,054,053
|
|
|
$
|
—
|
|
|
$
|
1,272,709
|
|
Excess deferred income taxes - FERC - Tax Cuts and Jobs Act (a)
|
2058
|
|
6,302
|
|
|
237,357
|
|
|
6,302
|
|
|
243,691
|
|
||||
Asset retirement obligations
|
2057
|
|
—
|
|
|
418,423
|
|
|
—
|
|
|
278,585
|
|
||||
Removal costs
|
(c)
|
|
47,356
|
|
|
136,072
|
|
|
39,866
|
|
|
177,533
|
|
||||
Other postretirement benefits
|
(d)
|
|
37,575
|
|
|
139,634
|
|
|
37,864
|
|
|
125,903
|
|
||||
Income taxes - change in rates
|
2049
|
|
2,797
|
|
|
68,265
|
|
|
2,769
|
|
|
70,069
|
|
||||
Spent nuclear fuel
|
2027
|
|
6,676
|
|
|
51,019
|
|
|
6,503
|
|
|
57,002
|
|
||||
Four Corners coal reclamation
|
2038
|
|
1,059
|
|
|
51,704
|
|
|
1,858
|
|
|
17,871
|
|
||||
Income taxes - deferred investment tax credit
|
2048
|
|
2,202
|
|
|
50,034
|
|
|
2,164
|
|
|
51,120
|
|
||||
Renewable energy standard (b)
|
2021
|
|
39,287
|
|
|
10,300
|
|
|
44,966
|
|
|
20
|
|
||||
Demand side management (b)
|
2021
|
|
15,024
|
|
|
24,146
|
|
|
14,604
|
|
|
4,123
|
|
||||
Sundance maintenance
|
2031
|
|
5,698
|
|
|
11,319
|
|
|
1,278
|
|
|
17,228
|
|
||||
Property tax deferral
|
N/A
|
|
—
|
|
|
7,046
|
|
|
—
|
|
|
2,611
|
|
||||
Tax expense adjustor mechanism (b)
|
2020
|
|
7,018
|
|
|
—
|
|
|
3,237
|
|
|
—
|
|
||||
Deferred gains on utility property
|
2022
|
|
2,423
|
|
|
4,163
|
|
|
4,423
|
|
|
6,581
|
|
||||
FERC transmission true up
|
2021
|
|
1,045
|
|
|
2,004
|
|
|
—
|
|
|
—
|
|
||||
Other
|
Various
|
|
532
|
|
|
2,296
|
|
|
42
|
|
|
930
|
|
||||
Total regulatory liabilities
|
|
|
$
|
234,912
|
|
|
$
|
2,267,835
|
|
|
$
|
165,876
|
|
|
$
|
2,325,976
|
|
(a)
|
For purposes of presentation on the Statement of Cash Flows, amortization of the regulatory liabilities for excess deferred income taxes are reflected as "Deferred income taxes" under Cash Flows From Operating Activities.
|
(b)
|
See “Cost Recovery Mechanisms” discussion above.
|
(c)
|
In accordance with regulatory accounting, APS accrues removal costs for its regulated assets, even if there is no legal obligation for removal.
|
(d)
|
See Note 8.
|
|
Pinnacle West Consolidated
|
|
APS Consolidated
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Total unrecognized tax benefits, January 1
|
$
|
40,731
|
|
|
$
|
41,966
|
|
|
$
|
36,075
|
|
|
$
|
40,731
|
|
|
$
|
41,966
|
|
|
$
|
36,075
|
|
Additions for tax positions of the current year
|
3,373
|
|
|
3,436
|
|
|
2,937
|
|
|
3,373
|
|
|
3,436
|
|
|
2,937
|
|
||||||
Additions for tax positions of prior years
|
1,843
|
|
|
2,696
|
|
|
4,783
|
|
|
1,843
|
|
|
2,696
|
|
|
4,783
|
|
||||||
Reductions for tax positions of prior years for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Changes in judgment
|
(2,078
|
)
|
|
(1,764
|
)
|
|
(1,829
|
)
|
|
(2,078
|
)
|
|
(1,764
|
)
|
|
(1,829
|
)
|
||||||
Settlements with taxing authorities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Lapses of applicable statute of limitations
|
(434
|
)
|
|
(5,603
|
)
|
|
—
|
|
|
(434
|
)
|
|
(5,603
|
)
|
|
—
|
|
||||||
Total unrecognized tax benefits, December 31
|
$
|
43,435
|
|
|
$
|
40,731
|
|
|
$
|
41,966
|
|
|
$
|
43,435
|
|
|
$
|
40,731
|
|
|
$
|
41,966
|
|
|
Pinnacle West Consolidated
|
|
APS Consolidated
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Tax positions, that if recognized, would decrease our effective tax rate
|
$
|
22,813
|
|
|
$
|
19,504
|
|
|
$
|
16,373
|
|
|
$
|
22,813
|
|
|
$
|
19,504
|
|
|
$
|
16,373
|
|
|
Pinnacle West Consolidated
|
|
APS Consolidated
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Unrecognized tax benefit interest expense/(benefit) recognized
|
$
|
459
|
|
|
$
|
(780
|
)
|
|
$
|
577
|
|
|
$
|
459
|
|
|
$
|
(780
|
)
|
|
$
|
577
|
|
|
Pinnacle West Consolidated
|
|
APS Consolidated
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Unrecognized tax benefit interest accrued
|
$
|
1,589
|
|
|
$
|
1,130
|
|
|
$
|
1,910
|
|
|
$
|
1,589
|
|
|
$
|
1,130
|
|
|
$
|
1,910
|
|
|
Pinnacle West Consolidated
|
|
APS Consolidated
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Federal
|
$
|
(13,551
|
)
|
|
$
|
18,375
|
|
|
$
|
11,624
|
|
|
$
|
(54,697
|
)
|
|
$
|
88,180
|
|
|
$
|
21,512
|
|
State
|
3,195
|
|
|
3,342
|
|
|
3,052
|
|
|
695
|
|
|
1,877
|
|
|
2,778
|
|
||||||
Total current
|
(10,356
|
)
|
|
21,717
|
|
|
14,676
|
|
|
(54,002
|
)
|
|
90,057
|
|
|
24,290
|
|
||||||
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Federal
|
(14,982
|
)
|
|
94,721
|
|
|
223,729
|
|
|
29,321
|
|
|
32,436
|
|
|
221,078
|
|
||||||
State
|
9,565
|
|
|
17,464
|
|
|
19,867
|
|
|
15,109
|
|
|
22,321
|
|
|
23,800
|
|
||||||
Total deferred
|
(5,417
|
)
|
|
112,185
|
|
|
243,596
|
|
|
44,430
|
|
|
54,757
|
|
|
244,878
|
|
||||||
Income tax expense/(benefit)
|
$
|
(15,773
|
)
|
|
$
|
133,902
|
|
|
$
|
258,272
|
|
|
$
|
(9,572
|
)
|
|
$
|
144,814
|
|
|
$
|
269,168
|
|
|
Pinnacle West Consolidated
|
|
APS Consolidated
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Federal income tax expense at statutory rate
|
$
|
113,828
|
|
|
$
|
139,533
|
|
|
$
|
268,177
|
|
|
$
|
120,790
|
|
|
$
|
154,260
|
|
|
$
|
277,540
|
|
Increases (reductions) in tax expense resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
State income tax net of federal income tax benefit
|
18,599
|
|
|
23,115
|
|
|
21,380
|
|
|
19,267
|
|
|
24,531
|
|
|
22,329
|
|
||||||
State income tax credits net of federal income tax benefit
|
(8,519
|
)
|
|
(6,704
|
)
|
|
(6,483
|
)
|
|
(6,781
|
)
|
|
(5,440
|
)
|
|
(5,053
|
)
|
||||||
Nondeductible expenditures associated with ballot initiative
|
—
|
|
|
7,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock compensation
|
(2,252
|
)
|
|
(1,804
|
)
|
|
(6,659
|
)
|
|
(1,054
|
)
|
|
(780
|
)
|
|
(3,489
|
)
|
||||||
Excess deferred income taxes - Tax Cuts and Jobs Act
|
(124,082
|
)
|
|
(6,725
|
)
|
|
9,348
|
|
|
(124,082
|
)
|
|
(4,715
|
)
|
|
9,431
|
|
||||||
Allowance for equity funds used during construction (see Note 1)
|
(2,476
|
)
|
|
(7,231
|
)
|
|
(12,937
|
)
|
|
(2,476
|
)
|
|
(7,231
|
)
|
|
(12,937
|
)
|
||||||
Palo Verde VIE noncontrolling interest (see Note 19)
|
(4,094
|
)
|
|
(4,094
|
)
|
|
(6,823
|
)
|
|
(4,094
|
)
|
|
(4,094
|
)
|
|
(6,823
|
)
|
||||||
Investment tax credit amortization
|
(6,851
|
)
|
|
(6,742
|
)
|
|
(6,715
|
)
|
|
(6,851
|
)
|
|
(6,742
|
)
|
|
(6,715
|
)
|
||||||
Other
|
74
|
|
|
(3,325
|
)
|
|
(1,016
|
)
|
|
(4,291
|
)
|
|
(4,975
|
)
|
|
(5,115
|
)
|
||||||
Income tax expense/(benefit)
|
$
|
(15,773
|
)
|
|
$
|
133,902
|
|
|
$
|
258,272
|
|
|
$
|
(9,572
|
)
|
|
$
|
144,814
|
|
|
$
|
269,168
|
|
|
Pinnacle West Consolidated
|
|
APS Consolidated
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
DEFERRED TAX ASSETS
|
|
|
|
|
|
|
|
|
|
||||||
Risk management activities
|
$
|
17,552
|
|
|
$
|
15,785
|
|
|
$
|
17,552
|
|
|
$
|
15,785
|
|
Regulatory liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Excess deferred income taxes - Tax Cuts and Jobs Act
|
335,877
|
|
|
376,869
|
|
|
335,877
|
|
|
376,869
|
|
||||
Asset retirement obligation and removal costs
|
143,011
|
|
|
117,201
|
|
|
143,011
|
|
|
117,201
|
|
||||
Unamortized investment tax credits
|
52,236
|
|
|
53,284
|
|
|
52,236
|
|
|
53,284
|
|
||||
Other postretirement benefits
|
43,841
|
|
|
40,532
|
|
|
43,841
|
|
|
40,532
|
|
||||
Other
|
52,382
|
|
|
40,380
|
|
|
52,382
|
|
|
40,380
|
|
||||
Pension liabilities
|
73,210
|
|
|
112,019
|
|
|
67,976
|
|
|
107,009
|
|
||||
Coal reclamation liabilities
|
40,837
|
|
|
47,508
|
|
|
40,837
|
|
|
47,508
|
|
||||
Renewable energy incentives
|
28,066
|
|
|
30,779
|
|
|
28,066
|
|
|
30,779
|
|
||||
Credit and loss carryforwards
|
54,795
|
|
|
1,755
|
|
|
10,992
|
|
|
—
|
|
||||
Other
|
63,102
|
|
|
58,820
|
|
|
70,948
|
|
|
59,919
|
|
||||
Total deferred tax assets
|
904,909
|
|
|
894,932
|
|
|
863,718
|
|
|
889,266
|
|
||||
DEFERRED TAX LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|||||
Plant-related
|
(2,448,458
|
)
|
|
(2,277,724
|
)
|
|
(2,448,458
|
)
|
|
(2,277,724
|
)
|
||||
Risk management activities
|
(27
|
)
|
|
(237
|
)
|
|
(27
|
)
|
|
(237
|
)
|
||||
Other postretirement assets and other special use funds
|
(66,399
|
)
|
|
(57,697
|
)
|
|
(65,965
|
)
|
|
(57,274
|
)
|
||||
Regulatory assets:
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for equity funds used during construction
|
(40,023
|
)
|
|
(39,086
|
)
|
|
(40,023
|
)
|
|
(39,086
|
)
|
||||
Deferred fuel and purchased power
|
(35,162
|
)
|
|
(23,086
|
)
|
|
(35,162
|
)
|
|
(23,086
|
)
|
||||
Pension benefits
|
(163,339
|
)
|
|
(181,504
|
)
|
|
(163,339
|
)
|
|
(181,504
|
)
|
||||
Retired power plant costs (see Note 4)
|
(42,228
|
)
|
|
(48,348
|
)
|
|
(42,228
|
)
|
|
(48,348
|
)
|
||||
Other
|
(82,722
|
)
|
|
(72,096
|
)
|
|
(82,722
|
)
|
|
(72,096
|
)
|
||||
Other
|
(18,890
|
)
|
|
(2,575
|
)
|
|
(18,890
|
)
|
|
(2,575
|
)
|
||||
Total deferred tax liabilities
|
(2,897,248
|
)
|
|
(2,702,353
|
)
|
|
(2,896,814
|
)
|
|
(2,701,930
|
)
|
||||
Deferred income taxes — net
|
$
|
(1,992,339
|
)
|
|
$
|
(1,807,421
|
)
|
|
$
|
(2,033,096
|
)
|
|
$
|
(1,812,664
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||
|
Pinnacle West
|
APS
|
Total
|
|
Pinnacle West
|
APS
|
Total
|
||||||||||||
Commitments under Credit Facilities
|
$
|
200,000
|
|
$
|
1,000,000
|
|
$
|
1,200,000
|
|
|
$
|
350,000
|
|
$
|
1,000,000
|
|
$
|
1,350,000
|
|
Outstanding Commercial Paper and Revolving Credit Facility Borrowings
|
(76,675
|
)
|
—
|
|
(76,675
|
)
|
|
(76,400
|
)
|
—
|
|
(76,400
|
)
|
||||||
Amount of Credit Facilities Available
|
$
|
123,325
|
|
$
|
1,000,000
|
|
$
|
1,123,325
|
|
|
$
|
273,600
|
|
$
|
1,000,000
|
|
$
|
1,273,600
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-Average Commitment Fees
|
0.125%
|
0.100%
|
|
|
0.125%
|
0.100%
|
|
|
Maturity
|
|
Interest
|
|
December 31,
|
||||||
|
Dates (a)
|
|
Rates
|
|
2019
|
|
2018
|
||||
APS
|
|
|
|
|
|
|
|
|
|
||
Pollution control bonds:
|
|
|
|
|
|
|
|
|
|
||
Variable
|
2029
|
|
(b)
|
|
$
|
35,975
|
|
|
$
|
35,975
|
|
Fixed
|
2024
|
|
4.70%
|
|
115,150
|
|
|
115,150
|
|
||
Total pollution control bonds
|
|
|
|
|
151,125
|
|
|
151,125
|
|
||
Senior unsecured notes
|
2020-2049
|
|
2.20%-6.88%
|
|
4,875,000
|
|
|
4,575,000
|
|
||
Term loans
|
|
|
(c)
|
|
200,000
|
|
|
—
|
|
||
Unamortized discount
|
|
|
|
|
(12,434
|
)
|
|
(12,638
|
)
|
||
Unamortized premium
|
|
|
|
|
7,423
|
|
|
7,736
|
|
||
Unamortized debt issuance cost
|
|
|
|
|
(37,981
|
)
|
|
(31,787
|
)
|
||
Total APS long-term debt
|
|
|
|
|
5,183,133
|
|
|
4,689,436
|
|
||
Less current maturities
|
|
|
|
|
350,000
|
|
|
500,000
|
|
||
Total APS long-term debt less current maturities
|
|
|
|
|
4,833,133
|
|
|
4,189,436
|
|
||
Pinnacle West
|
|
|
|
|
|
|
|
|
|
||
Senior unsecured notes
|
2020
|
|
2.25%
|
|
300,000
|
|
|
300,000
|
|
||
Term loan
|
2020
|
|
(d)
|
|
150,000
|
|
|
150,000
|
|
||
Unamortized discount
|
|
|
|
|
(57
|
)
|
|
(121
|
)
|
||
Unamortized debt issuance cost
|
|
|
|
|
(518
|
)
|
|
(1,083
|
)
|
||
Total Pinnacle West long-term debt
|
|
|
|
|
449,425
|
|
|
448,796
|
|
||
Less current maturities
|
|
|
|
|
450,000
|
|
|
—
|
|
||
Total Pinnacle West long-term debt less current maturities
|
|
|
|
|
(575
|
)
|
|
448,796
|
|
||
TOTAL LONG-TERM DEBT LESS CURRENT MATURITIES
|
|
|
|
|
$
|
4,832,558
|
|
|
$
|
4,638,232
|
|
(a)
|
This schedule does not reflect the timing of redemptions that may occur prior to maturities.
|
(b)
|
The weighted-average rate for the variable rate pollution control bonds was 1.54% at December 31, 2019 and 1.76% at December 31, 2018.
|
(c)
|
The weighted-average interest rate was 2.12% at December 31, 2019.
|
(d)
|
The weighted-average interest rate was 2.20% at December 31, 2019 and 3.02% at December 31, 2018.
|
Year
|
|
Consolidated
Pinnacle West
|
|
Consolidated
APS
|
||||
2020
|
|
$
|
800,000
|
|
|
$
|
350,000
|
|
2021
|
|
—
|
|
|
—
|
|
||
2022
|
|
—
|
|
|
—
|
|
||
2023
|
|
—
|
|
|
—
|
|
||
2024
|
|
365,150
|
|
|
365,150
|
|
||
Thereafter
|
|
4,510,975
|
|
|
4,510,975
|
|
||
Total
|
|
$
|
5,676,125
|
|
|
$
|
5,226,125
|
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Pinnacle West
|
$
|
449,425
|
|
|
$
|
450,822
|
|
|
$
|
448,796
|
|
|
$
|
443,955
|
|
APS
|
5,183,133
|
|
|
5,743,570
|
|
|
4,689,436
|
|
|
4,789,608
|
|
||||
Total
|
$
|
5,632,558
|
|
|
$
|
6,194,392
|
|
|
$
|
5,138,232
|
|
|
$
|
5,233,563
|
|
|
Pension
|
|
Other Benefits
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost-benefits earned during the period
|
$
|
49,902
|
|
|
$
|
56,669
|
|
|
$
|
54,858
|
|
|
$
|
18,369
|
|
|
$
|
21,100
|
|
|
$
|
17,119
|
|
Interest cost on benefit obligation
|
136,843
|
|
|
124,689
|
|
|
129,756
|
|
|
29,894
|
|
|
28,147
|
|
|
29,959
|
|
||||||
Expected return on plan assets
|
(171,884
|
)
|
|
(182,853
|
)
|
|
(174,271
|
)
|
|
(38,412
|
)
|
|
(42,082
|
)
|
|
(53,401
|
)
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prior service cost (credit)
|
—
|
|
|
—
|
|
|
81
|
|
|
(37,821
|
)
|
|
(37,842
|
)
|
|
(37,842
|
)
|
||||||
Net actuarial loss
|
42,584
|
|
|
32,082
|
|
|
47,900
|
|
|
—
|
|
|
—
|
|
|
5,118
|
|
||||||
Net periodic benefit cost (benefit)
|
$
|
57,445
|
|
|
$
|
30,587
|
|
|
$
|
58,324
|
|
|
$
|
(27,970
|
)
|
|
$
|
(30,677
|
)
|
|
$
|
(39,047
|
)
|
Portion of cost charged to expense
|
$
|
30,312
|
|
|
$
|
10,120
|
|
|
$
|
27,295
|
|
|
$
|
(19,859
|
)
|
|
$
|
(21,426
|
)
|
|
$
|
(18,274
|
)
|
|
Pension
|
|
Other Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at January 1
|
$
|
3,190,626
|
|
|
$
|
3,394,186
|
|
|
$
|
676,771
|
|
|
$
|
753,393
|
|
Service cost
|
49,902
|
|
|
56,669
|
|
|
18,369
|
|
|
21,100
|
|
||||
Interest cost
|
136,843
|
|
|
124,689
|
|
|
29,894
|
|
|
28,147
|
|
||||
Benefit payments
|
(177,882
|
)
|
|
(184,161
|
)
|
|
(32,486
|
)
|
|
(31,540
|
)
|
||||
Actuarial (gain) loss
|
413,625
|
|
|
(200,757
|
)
|
|
54,376
|
|
|
(94,329
|
)
|
||||
Benefit obligation at December 31
|
3,613,114
|
|
|
3,190,626
|
|
|
746,924
|
|
|
676,771
|
|
||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at January 1
|
2,733,476
|
|
|
3,057,027
|
|
|
723,677
|
|
|
1,022,371
|
|
||||
Actual return on plan assets
|
602,030
|
|
|
(201,078
|
)
|
|
144,095
|
|
|
(40,354
|
)
|
||||
Employer contributions
|
150,000
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
||||
Benefit payments
|
(167,155
|
)
|
|
(172,473
|
)
|
|
(30,278
|
)
|
|
(72,453
|
)
|
||||
Transfer to active union medical account
|
—
|
|
|
—
|
|
|
—
|
|
|
(185,887
|
)
|
||||
Fair value of plan assets at December 31
|
3,318,351
|
|
|
2,733,476
|
|
|
837,494
|
|
|
723,677
|
|
||||
Funded Status at December 31
|
$
|
(294,763
|
)
|
|
$
|
(457,150
|
)
|
|
$
|
90,570
|
|
|
$
|
46,906
|
|
|
2019
|
|
2018
|
||||
Projected benefit obligation
|
$
|
177,775
|
|
|
$
|
3,190,626
|
|
Accumulated benefit obligation
|
169,091
|
|
|
3,038,774
|
|
||
Fair value of plan assets
|
—
|
|
|
2,733,476
|
|
|
Pension
|
|
Other Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Noncurrent asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
90,570
|
|
|
$
|
46,906
|
|
Current liability
|
(14,578
|
)
|
|
(13,980
|
)
|
|
—
|
|
|
—
|
|
||||
Noncurrent liability
|
(280,185
|
)
|
|
(443,170
|
)
|
|
—
|
|
|
—
|
|
||||
Net amount recognized
|
$
|
(294,763
|
)
|
|
$
|
(457,150
|
)
|
|
$
|
90,570
|
|
|
$
|
46,906
|
|
|
Pension
|
|
Other Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net actuarial loss
|
$
|
735,186
|
|
|
$
|
794,292
|
|
|
$
|
12,238
|
|
|
$
|
63,544
|
|
Prior service credit
|
—
|
|
|
—
|
|
|
(189,912
|
)
|
|
(227,733
|
)
|
||||
APS’s portion recorded as a regulatory (asset) liability
|
(660,223
|
)
|
|
(733,351
|
)
|
|
177,209
|
|
|
163,767
|
|
||||
Income tax expense (benefit)
|
(18,546
|
)
|
|
(15,083
|
)
|
|
570
|
|
|
561
|
|
||||
Accumulated other comprehensive loss
|
$
|
56,417
|
|
|
$
|
45,858
|
|
|
$
|
105
|
|
|
$
|
139
|
|
|
Pension
|
|
Other
Benefits
|
||||
Net actuarial loss
|
$
|
33,642
|
|
|
$
|
—
|
|
Prior service credit
|
—
|
|
|
(37,575
|
)
|
||
Total amounts estimated to be amortized from accumulated other comprehensive loss (gain) and regulatory assets (liabilities) in 2020
|
$
|
33,642
|
|
|
$
|
(37,575
|
)
|
|
Benefit Obligations
As of December 31,
|
|
Benefit Costs
For the Years Ended December 31,
|
|||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
|||||
Discount rate – pension
|
3.30
|
%
|
|
4.34
|
%
|
|
4.34
|
%
|
|
3.65
|
%
|
|
4.08
|
%
|
Discount rate – other benefits
|
3.42
|
%
|
|
4.39
|
%
|
|
4.39
|
%
|
|
3.71
|
%
|
|
4.17
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Expected long-term return on plan assets - pension
|
N/A
|
|
|
N/A
|
|
|
6.25
|
%
|
|
6.05
|
%
|
|
6.55
|
%
|
Expected long-term return on plan assets - other benefits
|
N/A
|
|
|
N/A
|
|
|
5.40
|
%
|
|
5.40
|
%
|
|
6.05
|
%
|
Initial healthcare cost trend rate (pre-65 participants)
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Initial healthcare cost trend rate (post-65 participants)
|
4.75
|
%
|
|
4.75
|
%
|
|
4.75
|
%
|
|
4.75
|
%
|
|
5.00
|
%
|
Ultimate healthcare cost trend rate
|
4.75
|
%
|
|
4.75
|
%
|
|
4.75
|
%
|
|
4.75
|
%
|
|
5.00
|
%
|
Number of years to ultimate trend rate (pre-65 participants)
|
6
|
|
|
7
|
|
|
7
|
|
|
8
|
|
|
4
|
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on other postretirement benefits expense, after consideration of amounts capitalized or billed to electric plant participants
|
$
|
9,299
|
|
|
$
|
(3,827
|
)
|
Effect on service and interest cost components of net periodic other postretirement benefit costs
|
9,434
|
|
|
(7,257
|
)
|
||
Effect on the accumulated other postretirement benefit obligation
|
124,073
|
|
|
(97,710
|
)
|
|
Pension
|
||||
|
Target Allocation
|
|
Actual Allocation
|
||
Long-term fixed income assets
|
62
|
%
|
|
63
|
%
|
Return-generating assets
|
38
|
%
|
|
37
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
Asset Class
|
Target Allocation
|
|
Equities in US and other developed markets
|
18
|
%
|
Equities in emerging markets
|
6
|
%
|
Alternative investments
|
14
|
%
|
Total
|
38
|
%
|
|
Other Benefits
|
|
|
Actual Allocation
|
|
Long-term fixed income assets
|
68
|
%
|
Return-generating assets
|
32
|
%
|
Total
|
100
|
%
|
|
Level 1
|
|
Level 2
|
|
Other (a)
|
|
Total
|
||||||||
Pension Plan:
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
9,370
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,370
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate
|
—
|
|
|
1,541,729
|
|
|
—
|
|
|
1,541,729
|
|
||||
U.S. Treasury
|
406,112
|
|
|
—
|
|
|
—
|
|
|
406,112
|
|
||||
Other (b)
|
—
|
|
|
92,240
|
|
|
—
|
|
|
92,240
|
|
||||
Common stock equities (c)
|
250,829
|
|
|
—
|
|
|
—
|
|
|
250,829
|
|
||||
Mutual funds (d)
|
185,928
|
|
|
—
|
|
|
—
|
|
|
185,928
|
|
||||
Common and collective trusts:
|
|
|
|
|
|
|
|
||||||||
Equities
|
—
|
|
|
—
|
|
|
392,403
|
|
|
392,403
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
171,645
|
|
|
171,645
|
|
||||
Fixed Income
|
—
|
|
|
—
|
|
|
98,065
|
|
|
98,065
|
|
||||
Partnerships
|
—
|
|
|
—
|
|
|
103,796
|
|
|
103,796
|
|
||||
Short-term investments and other (e)
|
—
|
|
|
—
|
|
|
66,234
|
|
|
66,234
|
|
||||
Total
|
$
|
852,239
|
|
|
$
|
1,633,969
|
|
|
$
|
832,143
|
|
|
$
|
3,318,351
|
|
Other Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,184
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,184
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate
|
—
|
|
|
202,640
|
|
|
—
|
|
|
202,640
|
|
||||
U.S. Treasury
|
353,650
|
|
|
—
|
|
|
—
|
|
|
353,650
|
|
||||
Other (b)
|
—
|
|
|
7,999
|
|
|
—
|
|
|
7,999
|
|
||||
Common stock equities (c)
|
146,316
|
|
|
—
|
|
|
—
|
|
|
146,316
|
|
||||
Mutual funds (d)
|
14,351
|
|
|
—
|
|
|
—
|
|
|
14,351
|
|
||||
Common and collective trusts:
|
|
|
|
|
|
|
|
|
|
|
|||||
Equities
|
—
|
|
|
—
|
|
|
83,648
|
|
|
83,648
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
19,806
|
|
|
19,806
|
|
||||
Short-term investments and other (e)
|
2,881
|
|
|
—
|
|
|
4,019
|
|
|
6,900
|
|
||||
Total
|
$
|
519,382
|
|
|
$
|
210,639
|
|
|
$
|
107,473
|
|
|
$
|
837,494
|
|
(a)
|
These investments primarily represent assets valued using NAV as a practical expedient, and have not been classified in the fair value hierarchy.
|
(b)
|
This category consists primarily of debt securities issued by municipalities.
|
(c)
|
This category primarily consists of U.S. common stock equities.
|
(d)
|
These funds invest in international common stock equities.
|
(e)
|
This category includes plan receivables and payables.
|
|
Level 1
|
|
Level 2
|
|
Other (a)
|
|
Total
|
||||||||
Pension Plan:
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
451
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
451
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate
|
—
|
|
|
1,237,744
|
|
|
—
|
|
|
1,237,744
|
|
||||
U.S. Treasury
|
372,649
|
|
|
—
|
|
|
—
|
|
|
372,649
|
|
||||
Other (b)
|
—
|
|
|
78,902
|
|
|
—
|
|
|
78,902
|
|
||||
Common stock equities (c)
|
196,661
|
|
|
—
|
|
|
—
|
|
|
196,661
|
|
||||
Mutual funds (d)
|
120,976
|
|
|
—
|
|
|
—
|
|
|
120,976
|
|
||||
Common and collective trusts:
|
|
|
|
|
|
|
|
||||||||
Equities
|
—
|
|
|
—
|
|
|
272,926
|
|
|
272,926
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
165,123
|
|
|
165,123
|
|
||||
Fixed Income
|
—
|
|
|
—
|
|
|
86,483
|
|
|
86,483
|
|
||||
Partnerships
|
—
|
|
|
—
|
|
|
125,217
|
|
|
125,217
|
|
||||
Short-term investments and other (e)
|
—
|
|
|
—
|
|
|
76,344
|
|
|
76,344
|
|
||||
Total
|
$
|
690,737
|
|
|
$
|
1,316,646
|
|
|
$
|
726,093
|
|
|
$
|
2,733,476
|
|
Other Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate
|
—
|
|
|
163,286
|
|
|
—
|
|
|
163,286
|
|
||||
U.S. Treasury
|
318,017
|
|
|
—
|
|
|
—
|
|
|
318,017
|
|
||||
Other (b)
|
—
|
|
|
7,531
|
|
|
—
|
|
|
7,531
|
|
||||
Common stock equities (c)
|
129,199
|
|
|
—
|
|
|
—
|
|
|
129,199
|
|
||||
Mutual funds (d)
|
10,963
|
|
|
—
|
|
|
—
|
|
|
10,963
|
|
||||
Common and collective trusts:
|
|
|
|
|
|
|
|
||||||||
Equities
|
—
|
|
|
—
|
|
|
65,720
|
|
|
65,720
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
19,054
|
|
|
19,054
|
|
||||
Short-term investments and other (e)
|
3,633
|
|
|
—
|
|
|
6,181
|
|
|
9,814
|
|
||||
Total
|
$
|
461,905
|
|
|
$
|
170,817
|
|
|
$
|
90,955
|
|
|
$
|
723,677
|
|
(a)
|
These investments primarily represent assets valued using NAV as a practical expedient, and have not been classified in the fair value hierarchy.
|
(b)
|
This category consists primarily of debt securities issued by municipalities.
|
(c)
|
This category primarily consists of U.S. common stock equities.
|
(d)
|
These funds invest in U.S. and international common stock equities.
|
(e)
|
This category includes plan receivables and payables.
|
Year
|
|
Pension
|
|
Other Benefits
|
||||
2020
|
|
$
|
199,395
|
|
|
$
|
31,531
|
|
2021
|
|
201,597
|
|
|
32,777
|
|
||
2022
|
|
206,618
|
|
|
33,566
|
|
||
2023
|
|
213,208
|
|
|
34,415
|
|
||
2024
|
|
218,150
|
|
|
34,468
|
|
||
Years 2025-2029
|
|
1,111,171
|
|
|
174,607
|
|
|
|
Year Ended
December 31, 2019 |
||||||||||
|
|
Purchased Power Lease Contracts
|
|
Land, Property & Equipment Leases
|
|
Total
|
||||||
Operating lease cost
|
|
$
|
42,190
|
|
|
$
|
18,038
|
|
|
$
|
60,228
|
|
Variable lease cost
|
|
113,233
|
|
|
782
|
|
|
114,015
|
|
|||
Short-term lease cost
|
|
—
|
|
|
4,385
|
|
|
4,385
|
|
|||
Total lease cost
|
|
$
|
155,423
|
|
|
$
|
23,205
|
|
|
$
|
178,628
|
|
|
|
December 31, 2019
|
||||||||||
Year
|
|
Purchased Power Lease Contracts (a)
|
|
Land, Property & Equipment Leases
|
|
Total
|
||||||
2020
|
|
$
|
—
|
|
|
$
|
14,698
|
|
|
$
|
14,698
|
|
2021
|
|
—
|
|
|
11,963
|
|
|
11,963
|
|
|||
2022
|
|
—
|
|
|
8,331
|
|
|
8,331
|
|
|||
2023
|
|
—
|
|
|
6,326
|
|
|
6,326
|
|
|||
2024
|
|
—
|
|
|
4,141
|
|
|
4,141
|
|
|||
Thereafter
|
|
—
|
|
|
38,697
|
|
|
38,697
|
|
|||
Total lease commitments
|
|
—
|
|
|
84,156
|
|
|
84,156
|
|
|||
Less imputed interest
|
|
—
|
|
|
19,571
|
|
|
19,571
|
|
|||
Total lease liabilities
|
|
$
|
—
|
|
|
$
|
64,585
|
|
|
$
|
64,585
|
|
|
|
December 31, 2018
|
||||||||||
Year
|
|
Purchased Power Lease Contracts
|
|
Land, Property & Equipment Leases
|
|
Total
|
||||||
2019
|
|
$
|
54,499
|
|
|
$
|
13,747
|
|
|
$
|
68,246
|
|
2020
|
|
—
|
|
|
12,428
|
|
|
12,428
|
|
|||
2021
|
|
—
|
|
|
9,478
|
|
|
9,478
|
|
|||
2022
|
|
—
|
|
|
6,513
|
|
|
6,513
|
|
|||
2023
|
|
—
|
|
|
5,359
|
|
|
5,359
|
|
|||
Thereafter
|
|
—
|
|
|
42,236
|
|
|
42,236
|
|
|||
Total future lease commitments
|
|
$
|
54,499
|
|
|
$
|
89,761
|
|
|
$
|
144,260
|
|
|
December 31, 2019
|
|
Weighted average remaining lease term
|
13 years
|
|
Weighted average discount rate (a)
|
3.71
|
%
|
|
Year Ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities - operating cash flows (dollars in thousands):
|
$
|
69,075
|
|
|
|
Percent
Owned
|
|
|
|
Plant in
Service
|
|
Accumulated
Depreciation
|
|
Construction
Work in
Progress
|
|
|||||||
Generating facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Palo Verde Units 1 and 3
|
|
29.1
|
%
|
|
|
|
$
|
1,877,748
|
|
|
$
|
1,102,609
|
|
|
$
|
22,071
|
|
|
Palo Verde Unit 2 (a)
|
|
16.8
|
%
|
|
|
|
634,545
|
|
|
377,722
|
|
|
11,831
|
|
|
|||
Palo Verde Common
|
|
28.0
|
%
|
|
(b)
|
|
746,653
|
|
|
290,084
|
|
|
46,570
|
|
|
|||
Palo Verde Sale Leaseback
|
|
|
|
|
(a)
|
|
351,050
|
|
|
249,144
|
|
|
—
|
|
|
|||
Four Corners Generating Station
|
|
63.0
|
%
|
|
|
|
1,520,171
|
|
|
559,272
|
|
|
44,842
|
|
|
|||
Cholla common facilities (c)
|
|
50.5
|
%
|
|
|
|
184,608
|
|
|
95,720
|
|
|
1,323
|
|
|
|||
Transmission facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
ANPP 500kV System
|
|
33.5
|
%
|
|
(b)
|
|
133,396
|
|
|
51,248
|
|
|
2,723
|
|
|
|||
Navajo Southern System
|
|
26.7
|
%
|
|
(b)
|
|
89,672
|
|
|
31,985
|
|
|
194
|
|
|
|||
Palo Verde — Yuma 500kV System
|
|
19.0
|
%
|
|
(b)
|
|
15,274
|
|
|
6,486
|
|
|
4,886
|
|
|
|||
Four Corners Switchyards
|
|
63.0
|
%
|
|
(b)
|
|
69,994
|
|
|
16,674
|
|
|
2,395
|
|
|
|||
Phoenix — Mead System
|
|
17.1
|
%
|
|
(b)
|
|
39,355
|
|
|
18,570
|
|
|
53
|
|
|
|||
Palo Verde — Rudd 500kV System
|
|
50.0
|
%
|
|
|
|
93,112
|
|
|
26,719
|
|
|
317
|
|
|
|||
Morgan — Pinnacle Peak System
|
|
64.6
|
%
|
|
(b)
|
|
117,752
|
|
|
18,822
|
|
|
—
|
|
|
|||
Round Valley System
|
|
50.0
|
%
|
|
|
|
515
|
|
|
164
|
|
|
—
|
|
|
|||
Palo Verde — Morgan System
|
|
88.9
|
%
|
|
(b)
|
|
238,689
|
|
|
13,146
|
|
|
—
|
|
|
|||
Hassayampa — North Gila System
|
|
80.0
|
%
|
|
|
|
143,422
|
|
|
12,676
|
|
|
—
|
|
|
|||
Cholla 500kV Switchyard
|
|
85.7
|
%
|
|
|
|
7,651
|
|
|
1,597
|
|
|
535
|
|
|
|||
Saguaro 500kV Switchyard
|
|
60.0
|
%
|
|
|
|
20,425
|
|
|
12,949
|
|
|
—
|
|
|
|||
Kyrene — Knox System
|
|
50.0
|
%
|
|
|
|
578
|
|
|
315
|
|
|
—
|
|
|
(a)
|
See Note 19.
|
(b)
|
Weighted-average of interests.
|
(c)
|
PacifiCorp owns Cholla Unit 4 (see Note 4 for additional information) and APS operates the unit for PacifiCorp. The common facilities at Cholla are jointly-owned.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
Coal take-or-pay commitments (a)
|
$
|
185,347
|
|
|
$
|
186,554
|
|
|
$
|
187,400
|
|
|
$
|
189,120
|
|
|
$
|
193,192
|
|
|
$
|
1,240,964
|
|
(a)
|
Total take-or-pay commitments are approximately $2.2 billion. The total net present value of these commitments is approximately $1.6 billion.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total purchases
|
$
|
204,888
|
|
|
$
|
206,093
|
|
|
$
|
165,220
|
|
•
|
Following the passage of the Water Infrastructure Improvements for the Nation Act in 2016, EPA possesses authority to, either, authorize states to develop their own permit programs for CCR management or issue federal permits governing CCR disposal both in states without their own permit programs and on tribal lands. Although ADEQ has taken steps to develop a CCR permitting program, it is not clear when that program will be put into effect. On December 19, 2019, EPA proposed its own set of regulations governing the issuance of CCR management permits.
|
•
|
On March 1, 2018, as a result of a settlement with certain environmental groups, EPA proposed adding boron to the list of constituents that trigger corrective action requirements to remediate groundwater impacted by CCR disposal activities. Apart from a subsequent proposal issued on August 14, 2019 to add a specific, health-based groundwater protection standard for boron, EPA has yet to take action on this proposal.
|
•
|
Based on an August 21, 2018 D.C. Circuit decision, which vacated and remanded those provisions of the EPA CCR regulations that allow for the operation of unlined CCR surface impoundments, EPA recently proposed corresponding changes to federal CCR regulations. On November 4, 2019, EPA proposed that all unlined CCR surface impoundments, regardless of their impact (or lack thereof) upon surrounding groundwater, must cease operation and initiate closure by August 31, 2020 (with an optional three-month extension as needed for the completion of alternative disposal capacity).
|
•
|
On November 4, 2019, EPA also proposed to change the manner by which facilities that have committed to cease burning coal in the near-term may qualify for alternative closure. Such qualification would allow CCR disposal units at these plants to continue operating, even though they would otherwise be subject to forced closure under the federal CCR regulations. EPA’s proposal regarding alternative closure would require express EPA authorization for such facilities to continue operating their CCR disposal units under alternative closure.
|
|
2019
|
|
2018
|
||||
Asset retirement obligations at the beginning of year
|
$
|
726,545
|
|
|
$
|
679,529
|
|
Changes attributable to:
|
|
|
|
|
|
||
Accretion expense
|
39,726
|
|
|
36,876
|
|
||
Settlements
|
(12,591
|
)
|
|
(9,726
|
)
|
||
Estimated cash flow revisions
|
(96,462
|
)
|
|
2,002
|
|
||
Newly incurred or acquired obligations
|
—
|
|
|
17,864
|
|
||
Asset retirement obligations at the end of year
|
$
|
657,218
|
|
|
$
|
726,545
|
|
|
2019 Quarter Ended
|
|
2019
|
||||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
Total
|
||||||||||
Operating revenues
|
$
|
740,530
|
|
|
$
|
869,501
|
|
|
$
|
1,190,787
|
|
|
$
|
670,391
|
|
|
$
|
3,471,209
|
|
Operations and maintenance
|
245,634
|
|
|
227,543
|
|
|
238,582
|
|
|
229,857
|
|
|
941,616
|
|
|||||
Operating income
|
60,084
|
|
|
196,589
|
|
|
403,290
|
|
|
11,997
|
|
|
671,960
|
|
|||||
Income taxes
|
2,418
|
|
|
17,080
|
|
|
53,266
|
|
|
(88,537
|
)
|
|
(15,773
|
)
|
|||||
Net income
|
22,791
|
|
|
149,019
|
|
|
317,149
|
|
|
68,854
|
|
|
557,813
|
|
|||||
Net income attributable to common shareholders
|
17,918
|
|
|
144,145
|
|
|
312,276
|
|
|
63,981
|
|
|
538,320
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to common shareholders — Basic
|
$
|
0.16
|
|
|
$
|
1.28
|
|
|
$
|
2.78
|
|
|
$
|
0.57
|
|
|
$
|
4.79
|
|
Net income attributable to common shareholders — Diluted
|
0.16
|
|
|
1.28
|
|
|
2.77
|
|
|
0.57
|
|
|
4.77
|
|
|
2018 Quarter Ended
|
|
2018
|
||||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
Total
|
||||||||||
Operating revenues
|
$
|
692,714
|
|
|
$
|
974,123
|
|
|
$
|
1,268,034
|
|
|
$
|
756,376
|
|
|
$
|
3,691,247
|
|
Operations and maintenance
|
265,682
|
|
|
268,397
|
|
|
246,545
|
|
|
256,120
|
|
|
1,036,744
|
|
|||||
Operating income
|
31,334
|
|
|
242,162
|
|
|
433,307
|
|
|
66,884
|
|
|
773,687
|
|
|||||
Income taxes
|
(1,265
|
)
|
|
44,039
|
|
|
84,333
|
|
|
6,795
|
|
|
133,902
|
|
|||||
Net income
|
8,094
|
|
|
171,612
|
|
|
319,885
|
|
|
30,949
|
|
|
530,540
|
|
|||||
Net income attributable to common shareholders
|
3,221
|
|
|
166,738
|
|
|
315,012
|
|
|
26,076
|
|
|
511,047
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to common shareholders — Basic
|
$
|
0.03
|
|
|
$
|
1.49
|
|
|
$
|
2.81
|
|
|
$
|
0.23
|
|
|
$
|
4.56
|
|
Net income attributable to common shareholders — Diluted
|
0.03
|
|
|
1.48
|
|
|
2.80
|
|
|
0.23
|
|
|
4.54
|
|
|
2019 Quarter Ended
|
|
2019
|
||||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
Total
|
||||||||||
Operating revenues
|
$
|
740,530
|
|
|
$
|
869,501
|
|
|
$
|
1,190,787
|
|
|
$
|
670,391
|
|
|
$
|
3,471,209
|
|
Operations and maintenance
|
240,375
|
|
|
224,143
|
|
|
235,440
|
|
|
226,758
|
|
|
926,716
|
|
|||||
Operating income
|
65,377
|
|
|
200,018
|
|
|
406,465
|
|
|
15,124
|
|
|
686,984
|
|
|||||
Net income attributable to common shareholder
|
28,276
|
|
|
150,176
|
|
|
318,870
|
|
|
67,949
|
|
|
565,271
|
|
|
2018 Quarter Ended
|
|
2018
|
||||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
Total
|
||||||||||
Operating revenues
|
$
|
692,006
|
|
|
$
|
971,963
|
|
|
$
|
1,267,997
|
|
|
$
|
756,376
|
|
|
$
|
3,688,342
|
|
Operations and maintenance
|
254,601
|
|
|
251,999
|
|
|
226,346
|
|
|
236,281
|
|
|
969,227
|
|
|||||
Operating income
|
37,878
|
|
|
251,590
|
|
|
453,547
|
|
|
86,753
|
|
|
829,768
|
|
|||||
Net income attributable to common shareholder
|
9,599
|
|
|
177,825
|
|
|
338,366
|
|
|
44,475
|
|
|
570,265
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Other
|
|
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Risk management activities — derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
551
|
|
|
$
|
33
|
|
|
$
|
(69
|
)
|
|
(a)
|
|
$
|
515
|
|
Nuclear decommissioning trust:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity securities
|
10,872
|
|
|
—
|
|
|
—
|
|
|
2,401
|
|
|
(b)
|
|
13,273
|
|
|||||
U.S. commingled equity funds
|
—
|
|
|
—
|
|
|
—
|
|
|
518,844
|
|
|
(c)
|
|
518,844
|
|
|||||
U.S. Treasury debt
|
160,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
160,607
|
|
|||||
Corporate debt
|
—
|
|
|
115,869
|
|
|
—
|
|
|
—
|
|
|
|
|
115,869
|
|
|||||
Mortgage-backed securities
|
—
|
|
|
118,795
|
|
|
—
|
|
|
—
|
|
|
|
|
118,795
|
|
|||||
Municipal bonds
|
—
|
|
|
73,040
|
|
|
—
|
|
|
—
|
|
|
|
|
73,040
|
|
|||||
Other fixed income
|
—
|
|
|
10,347
|
|
|
—
|
|
|
—
|
|
|
|
|
10,347
|
|
|||||
Subtotal nuclear decommissioning trust
|
171,479
|
|
|
318,051
|
|
|
—
|
|
|
521,245
|
|
|
|
|
1,010,775
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other special use funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
7,142
|
|
|
—
|
|
|
—
|
|
|
474
|
|
|
(b)
|
|
7,616
|
|
|||||
U.S. Treasury debt
|
232,848
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
232,848
|
|
|||||
Municipal bonds
|
—
|
|
|
4,631
|
|
|
—
|
|
|
—
|
|
|
|
|
4,631
|
|
|||||
Subtotal other special use funds
|
239,990
|
|
|
4,631
|
|
|
—
|
|
|
474
|
|
|
|
|
245,095
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
411,469
|
|
|
$
|
323,233
|
|
|
$
|
33
|
|
|
$
|
521,650
|
|
|
|
|
$
|
1,256,385
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Risk management activities — derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity contracts
|
$
|
—
|
|
|
$
|
(67,992
|
)
|
|
$
|
(3,429
|
)
|
|
$
|
(711
|
)
|
|
(a)
|
|
$
|
(72,132
|
)
|
(a)
|
Represents counterparty netting, margin, and collateral. See Note 17.
|
(b)
|
Represents net pending securities sales and purchases.
|
(c)
|
Valued using NAV as a practical expedient and, therefore, are not classified in the fair value hierarchy.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Other
|
|
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash equivalents
|
$
|
1,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
1,200
|
|
Risk management activities — derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity contracts
|
—
|
|
|
3,140
|
|
|
2
|
|
|
(2,029
|
)
|
|
(a)
|
|
1,113
|
|
|||||
Nuclear decommissioning trust:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
5,203
|
|
|
—
|
|
|
—
|
|
|
2,148
|
|
|
(b)
|
|
7,351
|
|
|||||
U.S. commingled equity funds
|
—
|
|
|
—
|
|
|
—
|
|
|
396,805
|
|
|
(c)
|
|
396,805
|
|
|||||
U.S. Treasury debt
|
148,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
148,173
|
|
|||||
Corporate debt
|
—
|
|
|
96,656
|
|
|
—
|
|
|
—
|
|
|
|
|
96,656
|
|
|||||
Mortgage-backed securities
|
—
|
|
|
113,115
|
|
|
—
|
|
|
—
|
|
|
|
|
113,115
|
|
|||||
Municipal bonds
|
—
|
|
|
79,073
|
|
|
—
|
|
|
—
|
|
|
|
|
79,073
|
|
|||||
Other fixed income
|
—
|
|
|
9,961
|
|
|
—
|
|
|
—
|
|
|
|
|
9,961
|
|
|||||
Subtotal nuclear decommissioning trust
|
153,376
|
|
|
298,805
|
|
|
—
|
|
|
398,953
|
|
|
|
|
851,134
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other special use funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
45,130
|
|
|
—
|
|
|
—
|
|
|
593
|
|
|
(b)
|
|
45,723
|
|
|||||
U.S. Treasury debt
|
173,310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
173,310
|
|
|||||
Municipal bonds
|
—
|
|
|
17,068
|
|
|
—
|
|
|
—
|
|
|
|
|
17,068
|
|
|||||
Subtotal other special use funds
|
218,440
|
|
|
17,068
|
|
|
—
|
|
|
593
|
|
|
|
|
236,101
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
373,016
|
|
|
$
|
319,013
|
|
|
$
|
2
|
|
|
$
|
397,517
|
|
|
|
|
$
|
1,089,548
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Risk management activities — derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity contracts
|
$
|
—
|
|
|
$
|
(52,696
|
)
|
|
$
|
(8,216
|
)
|
|
$
|
875
|
|
|
(a)
|
|
$
|
(60,037
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Represents counterparty netting, margin, and collateral. See Note 17.
|
(b)
|
Represents net pending securities sales and purchases.
|
(c)
|
Valued using NAV as a practical expedient and, therefore, are not classified in the fair value hierarchy.
|
|
December 31, 2019
Fair Value (thousands) |
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Range
|
|
Weighted-Average
|
||||||||
Commodity Contracts
|
Assets
|
|
Liabilities
|
|
|||||||||||||
Electricity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Forward Contracts (a)
|
$
|
33
|
|
|
$
|
819
|
|
|
Discounted cash flows
|
|
Electricity forward price (per MWh)
|
|
$22.18 - $22.18
|
|
$
|
22.18
|
|
Natural Gas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Forward Contracts (a)
|
—
|
|
|
2,610
|
|
|
Discounted cash flows
|
|
Natural gas forward price (per MMBtu)
|
|
$2.33 -$ 2.78
|
|
$
|
2.49
|
|
||
Total
|
$
|
33
|
|
|
$
|
3,429
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes swaps and physical and financial contracts.
|
|
December 31, 2018
Fair Value (thousands) |
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Range
|
|
Weighted-Average
|
||||||||
Commodity Contracts
|
Assets
|
|
Liabilities
|
|
|||||||||||||
Electricity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Forward Contracts (a)
|
$
|
—
|
|
|
$
|
2,456
|
|
|
Discounted cash flows
|
|
Electricity forward price (per MWh)
|
|
$17.88 - $37.03
|
|
$
|
26.10
|
|
Natural Gas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Forward Contracts (a)
|
2
|
|
|
5,760
|
|
|
Discounted cash flows
|
|
Natural gas forward price (per MMBtu)
|
|
$1.79 - $2.92
|
|
$
|
2.48
|
|
||
Total
|
$
|
2
|
|
|
$
|
8,216
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes swaps and physical and financial contracts.
|
|
|
Year Ended
December 31,
|
||||||
Commodity Contracts
|
|
2019
|
|
2018
|
||||
Net derivative balance at beginning of period
|
|
$
|
(8,214
|
)
|
|
$
|
(18,256
|
)
|
Total net gains (losses) realized/unrealized:
|
|
|
|
|
|
|
||
Included in earnings
|
|
—
|
|
|
—
|
|
||
Included in OCI
|
|
—
|
|
|
—
|
|
||
Deferred as a regulatory asset or liability
|
|
(13,457
|
)
|
|
(1,130
|
)
|
||
Settlements
|
|
12,250
|
|
|
(787
|
)
|
||
Transfers into Level 3 from Level 2
|
|
(6,512
|
)
|
|
(12,830
|
)
|
||
Transfers from Level 3 into Level 2
|
|
12,537
|
|
|
24,789
|
|
||
Net derivative balance at end of period
|
|
$
|
(3,396
|
)
|
|
$
|
(8,214
|
)
|
Net unrealized gains included in earnings related to instruments still held at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income attributable to common shareholders
|
$
|
538,320
|
|
|
$
|
511,047
|
|
|
$
|
488,456
|
|
Weighted average common shares outstanding — basic
|
112,443
|
|
|
112,129
|
|
|
111,839
|
|
|||
Net effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|||
Contingently issuable performance shares and restricted stock units
|
315
|
|
|
421
|
|
|
528
|
|
|||
Weighted average common shares outstanding — diluted
|
112,758
|
|
|
112,550
|
|
|
112,367
|
|
|||
Earnings per weighted-average common share outstanding
|
|
|
|
|
|
||||||
Net income attributable to common shareholders - basic
|
$
|
4.79
|
|
|
$
|
4.56
|
|
|
$
|
4.37
|
|
Net income attributable to common shareholders - diluted
|
$
|
4.77
|
|
|
$
|
4.54
|
|
|
$
|
4.35
|
|
|
Restricted Stock Units, Stock Grants, and Stock Units (a)
|
|
Performance Shares (b)
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Units granted
|
109,106
|
|
|
132,997
|
|
|
161,963
|
|
|
142,874
|
|
|
171,708
|
|
|
147,706
|
|
||||||
Weighted-average grant date fair value
|
$
|
89.15
|
|
|
$
|
77.51
|
|
|
$
|
72.60
|
|
|
$
|
92.16
|
|
|
$
|
76.56
|
|
|
$
|
78.99
|
|
(a)
|
Units granted includes awards that will be cash settled of 48,972 in 2019, 66,252 in 2018, and 67,599 in 2017.
|
(b)
|
Reflects the target payout level.
|
|
Restricted Stock Units, Stock Grants, and Stock Units
|
|
Performance Shares
|
||||||||||
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Shares (b)
|
|
Weighted-Average
Grant Date
Fair Value
|
||||||
Nonvested at January 1, 2019
|
270,991
|
|
|
$
|
74.39
|
|
|
312,384
|
|
|
$
|
77.67
|
|
Granted
|
109,106
|
|
|
89.15
|
|
|
142,874
|
|
|
92.16
|
|
||
Vested
|
(132,102
|
)
|
|
73.48
|
|
|
(139,214
|
)
|
|
78.99
|
|
||
Forfeited (c)
|
(5,383
|
)
|
|
80.10
|
|
|
(9,074
|
)
|
|
81.03
|
|
||
Nonvested at December 31, 2019
|
242,612
|
|
(a)
|
81.38
|
|
|
306,970
|
|
|
83.65
|
|
||
Vested Awards Outstanding at December 31, 2019
|
67,148
|
|
|
|
|
|
139,214
|
|
|
|
|
(a)
|
Includes 141,621 of awards that will be cash settled.
|
(b)
|
The nonvested performance shares are reflected at target payout level.
|
(c)
|
We account for forfeitures as they occur.
|
|
|
|
Quantity
|
||||
Commodity
|
|
Unit of Measure
|
December 31, 2019
|
|
December 31, 2018
|
||
Power
|
|
GWh
|
193
|
|
|
250
|
|
Gas
|
|
Billion cubic feet
|
257
|
|
|
218
|
|
|
|
Financial Statement
|
|
Year Ended
December 31,
|
||||||||||
Commodity Contracts
|
|
Location
|
|
2019
|
|
2018
|
|
2017
|
||||||
Loss Recognized in OCI on Derivative Instruments (Effective Portion)
|
|
OCI — derivative instruments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(59
|
)
|
Loss Reclassified from Accumulated OCI into Income (Effective Portion Realized) (a)
|
|
Fuel and purchased power (b)
|
|
(1,512
|
)
|
|
(2,000
|
)
|
|
(3,519
|
)
|
(a)
|
During the years ended December 31, 2019, 2018, and 2017, we had no losses reclassified from accumulated OCI to earnings related to discontinued cash flow hedges.
|
(b)
|
Amounts are before the effect of PSA deferrals.
|
|
|
Financial Statement
|
|
Year Ended
December 31,
|
||||||||||
Commodity Contracts
|
|
Location
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net Loss Recognized in Income
|
|
Operating revenues
|
|
$
|
—
|
|
|
$
|
(2,557
|
)
|
|
$
|
(1,192
|
)
|
Net Loss Recognized in Income
|
|
Fuel and purchased power (a)
|
|
(84,953
|
)
|
|
(12,951
|
)
|
|
(87,991
|
)
|
|||
Total
|
|
|
|
$
|
(84,953
|
)
|
|
$
|
(15,508
|
)
|
|
$
|
(89,183
|
)
|
(a)
|
Amounts are before the effect of PSA deferrals.
|
As of December 31, 2019:
(dollars in thousands) |
|
Gross
Recognized
Derivatives
(a)
|
|
Amounts
Offset
(b)
|
|
Net
Recognized
Derivatives
|
|
Other
(c)
|
|
Amount
Reported on
Balance Sheet
|
||||||||||
Current assets
|
|
$
|
584
|
|
|
$
|
(474
|
)
|
|
$
|
110
|
|
|
$
|
405
|
|
|
$
|
515
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
(38,235
|
)
|
|
474
|
|
|
(37,761
|
)
|
|
(1,185
|
)
|
|
(38,946
|
)
|
|||||
Deferred credits and other
|
|
(33,186
|
)
|
|
—
|
|
|
(33,186
|
)
|
|
—
|
|
|
(33,186
|
)
|
|||||
Total liabilities
|
|
(71,421
|
)
|
|
474
|
|
|
(70,947
|
)
|
|
(1,185
|
)
|
|
(72,132
|
)
|
|||||
Total
|
|
$
|
(70,837
|
)
|
|
$
|
—
|
|
|
$
|
(70,837
|
)
|
|
$
|
(780
|
)
|
|
$
|
(71,617
|
)
|
(a)
|
All of our gross recognized derivative instruments were subject to master netting arrangements.
|
(b)
|
No cash collateral has been provided to counterparties, or received from counterparties, that is subject to offsetting.
|
(c)
|
Represents cash collateral and cash margin that is not subject to offsetting. Amounts relate to non-derivative instruments, derivatives qualifying for scope exceptions, or collateral and margin posted in excess of the recognized derivative instrument. Includes cash collateral received from counterparties of $1,185 and cash margin provided to counterparties of $405.
|
As of December 31, 2018:
(dollars in thousands) |
|
Gross
Recognized
Derivatives
(a)
|
|
Amounts
Offset
(b)
|
|
Net
Recognized
Derivatives
|
|
Other
(c)
|
|
Amount
Reported on
Balance Sheet
|
||||||||||
Current assets
|
|
$
|
3,106
|
|
|
$
|
(2,149
|
)
|
|
$
|
957
|
|
|
$
|
156
|
|
|
$
|
1,113
|
|
Investments and other assets
|
|
36
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
|
3,142
|
|
|
(2,185
|
)
|
|
957
|
|
|
156
|
|
|
1,113
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
(36,345
|
)
|
|
2,149
|
|
|
(34,196
|
)
|
|
(1,310
|
)
|
|
(35,506
|
)
|
|||||
Deferred credits and other
|
|
(24,567
|
)
|
|
36
|
|
|
(24,531
|
)
|
|
—
|
|
|
(24,531
|
)
|
|||||
Total liabilities
|
|
(60,912
|
)
|
|
2,185
|
|
|
(58,727
|
)
|
|
(1,310
|
)
|
|
(60,037
|
)
|
|||||
Total
|
|
$
|
(57,770
|
)
|
|
$
|
—
|
|
|
$
|
(57,770
|
)
|
|
$
|
(1,154
|
)
|
|
$
|
(58,924
|
)
|
(a)
|
All of our gross recognized derivative instruments were subject to master netting arrangements.
|
(b)
|
No cash collateral has been provided to counterparties, or received from counterparties, that is subject to offsetting.
|
(c)
|
Represents cash collateral and cash margin that is not subject to offsetting. Amounts relate to non-derivative instruments, derivatives qualifying for scope exceptions, or collateral and margin posted in excess of the recognized derivative instrument. Includes cash collateral received from counterparties of $1,310 and cash margin provided to counterparties of $156.
|
|
December 31, 2019
|
||
Aggregate fair value of derivative instruments in a net liability position
|
$
|
71,116
|
|
Cash collateral posted
|
—
|
|
|
Additional cash collateral in the event credit-risk related contingent features were fully triggered (a)
|
70,519
|
|
(a)
|
This amount is after counterparty netting and includes those contracts which qualify for scope exceptions, which are excluded from the derivative details above.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Other income:
|
|
|
|
|
|
|
|
|
|||
Interest income
|
$
|
10,377
|
|
|
$
|
8,647
|
|
|
$
|
3,497
|
|
Debt return on Four Corners SCR deferral (Note 4)
|
19,541
|
|
|
16,153
|
|
|
354
|
|
|||
Debt return on Ocotillo modernization project (Note 4)
|
20,282
|
|
|
—
|
|
|
—
|
|
|||
Miscellaneous
|
63
|
|
|
96
|
|
|
155
|
|
|||
Total other income
|
$
|
50,263
|
|
|
$
|
24,896
|
|
|
$
|
4,006
|
|
Other expense:
|
|
|
|
|
|
|
|
|
|||
Non-operating costs
|
$
|
(10,663
|
)
|
|
$
|
(10,076
|
)
|
|
$
|
(11,749
|
)
|
Investment losses — net
|
(1,835
|
)
|
|
(417
|
)
|
|
(4,113
|
)
|
|||
Miscellaneous
|
(5,382
|
)
|
|
(7,473
|
)
|
|
(5,677
|
)
|
|||
Total other expense
|
$
|
(17,880
|
)
|
|
$
|
(17,966
|
)
|
|
$
|
(21,539
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Other income:
|
|
|
|
|
|
|
|
|
|||
Interest income
|
$
|
6,998
|
|
|
$
|
6,496
|
|
|
$
|
2,504
|
|
Debt return on Four Corners SCR deferral (Note 4)
|
19,541
|
|
|
16,153
|
|
|
354
|
|
|||
Debt return on Ocotillo modernization project (Note 4)
|
20,282
|
|
|
—
|
|
|
—
|
|
|||
Miscellaneous
|
63
|
|
|
97
|
|
|
155
|
|
|||
Total other income
|
$
|
46,884
|
|
|
$
|
22,746
|
|
|
$
|
3,013
|
|
Other expense:
|
|
|
|
|
|
|
|
|
|||
Non-operating costs
|
$
|
(9,612
|
)
|
|
$
|
(9,462
|
)
|
|
$
|
(10,825
|
)
|
Miscellaneous
|
(3,378
|
)
|
|
(5,830
|
)
|
|
(3,088
|
)
|
|||
Total other expense
|
$
|
(12,990
|
)
|
|
$
|
(15,292
|
)
|
|
$
|
(13,913
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Palo Verde sale leaseback property, plant and equipment, net of accumulated depreciation
|
$
|
101,906
|
|
|
$
|
105,775
|
|
Equity-Noncontrolling interests
|
122,540
|
|
|
125,790
|
|
|
December 31, 2019
|
||||||||||||||||||
|
Fair Value
|
|
Total
Unrealized Gains |
|
Total
Unrealized Losses |
||||||||||||||
Investment Type:
|
Nuclear Decommissioning Trusts
|
|
Other Special Use Funds
|
|
Total
|
|
|
||||||||||||
Equity Securities
|
$
|
529,716
|
|
|
$
|
7,142
|
|
|
$
|
536,858
|
|
|
$
|
337,681
|
|
|
$
|
—
|
|
Available for Sale-Fixed Income Securities
|
478,658
|
|
|
237,479
|
|
|
716,137
|
|
(a)
|
25,795
|
|
|
(669
|
)
|
|||||
Other
|
2,401
|
|
|
474
|
|
|
2,875
|
|
(b)
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,010,775
|
|
|
$
|
245,095
|
|
|
$
|
1,255,870
|
|
|
$
|
363,476
|
|
|
$
|
(669
|
)
|
(a)
|
As of December 31, 2019, the amortized cost basis of these available-for-sale investments is $691 million.
|
(b)
|
Represents net pending securities sales and purchases.
|
|
December 31, 2018
|
||||||||||||||||||
|
Fair Value
|
|
Total
Unrealized Gains |
|
Total
Unrealized Losses |
||||||||||||||
Investment Type:
|
Nuclear Decommissioning Trusts
|
|
Other Special Use Funds
|
|
Total
|
|
|
||||||||||||
Equity Securities
|
$
|
402,008
|
|
|
$
|
45,130
|
|
|
$
|
447,138
|
|
|
$
|
222,147
|
|
|
$
|
(459
|
)
|
Available for Sale-Fixed Income Securities
|
446,978
|
|
|
190,378
|
|
|
637,356
|
|
(a)
|
8,634
|
|
|
(6,778
|
)
|
|||||
Other
|
2,148
|
|
|
593
|
|
|
2,741
|
|
(b)
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
851,134
|
|
|
$
|
236,101
|
|
|
$
|
1,087,235
|
|
|
$
|
230,781
|
|
|
$
|
(7,237
|
)
|
(a)
|
As of December 31, 2018, the amortized cost basis of these available-for-sale investments is $635 million.
|
(b)
|
Represents net pending securities sales and purchases.
|
|
Year Ended December 31,
|
||||||||||
|
Nuclear Decommissioning Trusts
|
|
Other Special Use Funds
|
|
Total
|
||||||
2019
|
|
|
|
|
|
|
|
|
|||
Realized gains
|
$
|
11,024
|
|
|
$
|
108
|
|
|
$
|
11,132
|
|
Realized losses
|
(6,972
|
)
|
|
—
|
|
|
(6,972
|
)
|
|||
Proceeds from the sale of securities (a)
|
473,806
|
|
|
245,228
|
|
|
719,034
|
|
|||
2018
|
|
|
|
|
|
|
|
|
|||
Realized gains
|
6,679
|
|
|
1
|
|
|
6,680
|
|
|||
Realized losses
|
(13,552
|
)
|
|
—
|
|
|
(13,552
|
)
|
|||
Proceeds from the sale of securities (a)
|
554,385
|
|
|
98,648
|
|
|
653,033
|
|
|||
2017
|
|
|
|
|
|
|
|
|
|||
Realized gains
|
21,813
|
|
|
17
|
|
|
21,830
|
|
|||
Realized losses
|
(13,146
|
)
|
|
(9
|
)
|
|
(13,155
|
)
|
|||
Proceeds from the sale of securities (a)
|
542,246
|
|
|
4,093
|
|
|
546,339
|
|
(a)
|
Proceeds are reinvested in the nuclear decommissioning trusts or other special use funds, excluding amounts reimbursed to the Company for active union employee medical claims from the active union trust.
|
|
Nuclear Decommissioning Trusts
|
|
Coal Reclamation Escrow Account
|
|
Active Union Medical Trust
|
|
Total
|
||||||||
Less than one year
|
$
|
26,984
|
|
|
$
|
31,953
|
|
|
$
|
40,449
|
|
|
$
|
99,386
|
|
1 year – 5 years
|
136,139
|
|
|
25,229
|
|
|
138,042
|
|
|
299,410
|
|
||||
5 years – 10 years
|
105,797
|
|
|
—
|
|
|
—
|
|
|
105,797
|
|
||||
Greater than 10 years
|
209,738
|
|
|
1,806
|
|
|
—
|
|
|
211,544
|
|
||||
Total
|
$
|
478,658
|
|
|
$
|
58,988
|
|
|
$
|
178,491
|
|
|
$
|
716,137
|
|
|
Pension and Other Postretirement Benefits
|
|
|
|
Derivative Instruments
|
|
|
|
Total
|
||||||
Balance December 31, 2017
|
$
|
(42,440
|
)
|
|
|
|
$
|
(2,562
|
)
|
|
|
|
$
|
(45,002
|
)
|
OCI (loss) before reclassifications
|
102
|
|
|
|
|
(78
|
)
|
|
|
|
24
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
4,295
|
|
|
(a)
|
|
1,527
|
|
|
(b)
|
|
5,822
|
|
|||
Reclassification of income tax effect related to
tax reform |
(7,954
|
)
|
|
|
|
(598
|
)
|
|
|
|
(8,552
|
)
|
|||
Balance December 31, 2018
|
(45,997
|
)
|
|
|
|
(1,711
|
)
|
|
|
|
(47,708
|
)
|
|||
OCI (loss) before reclassifications
|
(14,041
|
)
|
|
|
|
—
|
|
|
|
|
(14,041
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
3,516
|
|
|
(a)
|
|
1,137
|
|
|
(b)
|
|
4,653
|
|
|||
Balance December 31, 2019
|
$
|
(56,522
|
)
|
|
|
|
$
|
(574
|
)
|
|
|
|
$
|
(57,096
|
)
|
(a)
|
These amounts primarily represent amortization of actuarial loss, and are included in the computation of net periodic pension cost. See Note 8.
|
(b)
|
These amounts represent realized gains and losses and are included in the computation of fuel and purchased power costs and are subject to the PSA. See Note 17.
|
|
Pension and Other Postretirement Benefits
|
|
|
|
Derivative Instruments
|
|
|
|
Total
|
||||||
Balance December 31, 2017
|
$
|
(24,421
|
)
|
|
|
|
$
|
(2,562
|
)
|
|
|
|
$
|
(26,983
|
)
|
OCI (loss) before reclassifications
|
(326
|
)
|
|
|
|
(78
|
)
|
|
|
|
(404
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
3,791
|
|
|
(a)
|
|
1,527
|
|
|
(b)
|
|
5,318
|
|
|||
Reclassification of income tax effect related to
tax reform |
(4,440
|
)
|
|
|
|
(598
|
)
|
|
|
|
(5,038
|
)
|
|||
Balance December 31, 2018
|
(25,396
|
)
|
|
|
|
(1,711
|
)
|
|
|
|
(27,107
|
)
|
|||
OCI (loss) before reclassifications
|
(12,572
|
)
|
|
|
|
—
|
|
|
|
|
(12,572
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
3,020
|
|
|
(a)
|
|
1,137
|
|
|
(b)
|
|
4,157
|
|
|||
Balance December 31, 2019
|
$
|
(34,948
|
)
|
|
|
|
$
|
(574
|
)
|
|
|
|
$
|
(35,522
|
)
|
(a)
|
These amounts primarily represent amortization of actuarial loss, and are included in the computation of net periodic pension cost. See Note 8.
|
(b)
|
These amounts represent realized gains and losses and are included in the computation of fuel and purchased power costs and are subject to the PSA. See Note 17.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
119
|
|
Operating expenses
|
12,451
|
|
|
53,844
|
|
|
24,591
|
|
|||
Operating loss
|
(12,451
|
)
|
|
(53,844
|
)
|
|
(24,472
|
)
|
|||
Other
|
|
|
|
|
|
|
|
|
|||
Equity in earnings of subsidiaries
|
562,946
|
|
|
569,249
|
|
|
507,495
|
|
|||
Other expense
|
(3,957
|
)
|
|
(3,202
|
)
|
|
(2,422
|
)
|
|||
Total
|
558,989
|
|
|
566,047
|
|
|
505,073
|
|
|||
Interest expense
|
15,069
|
|
|
12,074
|
|
|
5,633
|
|
|||
Income before income taxes
|
531,469
|
|
|
500,129
|
|
|
474,968
|
|
|||
Income tax benefit
|
(6,851
|
)
|
|
(10,918
|
)
|
|
(13,488
|
)
|
|||
Net income attributable to common shareholders
|
538,320
|
|
|
511,047
|
|
|
488,456
|
|
|||
Other comprehensive income (loss) — attributable to common shareholders
|
(9,388
|
)
|
|
5,846
|
|
|
(1,180
|
)
|
|||
Total comprehensive income — attributable to common shareholders
|
$
|
528,932
|
|
|
$
|
516,893
|
|
|
$
|
487,276
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
19
|
|
|
$
|
41
|
|
Accounts receivable
|
104,640
|
|
|
99,989
|
|
||
Income tax receivable
|
15,905
|
|
|
32,737
|
|
||
Other current assets
|
401
|
|
|
1,502
|
|
||
Total current assets
|
120,965
|
|
|
134,269
|
|
||
Investments and other assets
|
|
|
|
|
|
||
Investments in subsidiaries
|
6,067,957
|
|
|
5,859,834
|
|
||
Deferred income taxes
|
40,757
|
|
|
5,243
|
|
||
Other assets
|
50,139
|
|
|
34,910
|
|
||
Total investments and other assets
|
6,158,853
|
|
|
5,899,987
|
|
||
Total Assets
|
$
|
6,279,818
|
|
|
$
|
6,034,256
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
7,634
|
|
|
$
|
9,565
|
|
Accrued taxes
|
8,573
|
|
|
9,006
|
|
||
Common dividends payable
|
87,982
|
|
|
82,675
|
|
||
Short-term borrowings
|
114,675
|
|
|
76,400
|
|
||
Current maturities of long-term debt
|
450,000
|
|
|
—
|
|
||
Operating lease liabilities
|
81
|
|
|
—
|
|
||
Other current liabilities
|
15,126
|
|
|
19,215
|
|
||
Total current liabilities
|
684,071
|
|
|
196,861
|
|
||
|
|
|
|
||||
Long-term debt less current maturities (Note 7)
|
(575
|
)
|
|
448,796
|
|
||
|
|
|
|
||||
Pension liabilities
|
17,942
|
|
|
17,766
|
|
||
Operating lease liabilities
|
1,780
|
|
|
—
|
|
||
Other
|
23,412
|
|
|
22,128
|
|
||
Total deferred credits and other
|
43,134
|
|
|
39,894
|
|
||
COMMITMENTS AND CONTINGENCIES (SEE NOTES)
|
|
|
|
|
|
||
Common stock equity
|
|
|
|
||||
Common stock
|
2,650,134
|
|
|
2,629,440
|
|
||
Accumulated other comprehensive loss
|
(57,096
|
)
|
|
(47,708
|
)
|
||
Retained earnings
|
2,837,610
|
|
|
2,641,183
|
|
||
Total Pinnacle West Shareholders’ equity
|
5,430,648
|
|
|
5,222,915
|
|
||
Noncontrolling interests
|
122,540
|
|
|
125,790
|
|
||
Total Equity
|
5,553,188
|
|
|
5,348,705
|
|
||
Total Liabilities and Equity
|
$
|
6,279,818
|
|
|
$
|
6,034,256
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
538,320
|
|
|
$
|
511,047
|
|
|
$
|
488,456
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|||||
Equity in earnings of subsidiaries — net
|
(562,946
|
)
|
|
(569,249
|
)
|
|
(507,495
|
)
|
|||
Depreciation and amortization
|
76
|
|
|
76
|
|
|
76
|
|
|||
Deferred income taxes
|
(35,831
|
)
|
|
49,535
|
|
|
(264
|
)
|
|||
Accounts receivable
|
182
|
|
|
(7,881
|
)
|
|
(2,106
|
)
|
|||
Accounts payable
|
(2,129
|
)
|
|
1,967
|
|
|
(11,162
|
)
|
|||
Accrued taxes and income tax receivables — net
|
16,400
|
|
|
(13,535
|
)
|
|
(22,247
|
)
|
|||
Dividends received from subsidiaries
|
336,300
|
|
|
316,000
|
|
|
296,800
|
|
|||
Other
|
(1,300
|
)
|
|
31,807
|
|
|
15,092
|
|
|||
Net cash flow provided by operating activities
|
289,072
|
|
|
319,767
|
|
|
257,150
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|||
Investments in subsidiaries
|
1,557
|
|
|
(142,796
|
)
|
|
(178,027
|
)
|
|||
Repayments of loans from subsidiaries
|
4,190
|
|
|
6,477
|
|
|
2,987
|
|
|||
Advances of loans to subsidiaries
|
(4,165
|
)
|
|
(500
|
)
|
|
(6,388
|
)
|
|||
Net cash flow provided by (used for) investing activities
|
1,582
|
|
|
(136,819
|
)
|
|
(181,428
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|||
Issuance of long-term debt
|
—
|
|
|
150,000
|
|
|
298,761
|
|
|||
Short-term debt borrowings under revolving credit facility
|
49,000
|
|
|
20,000
|
|
|
58,000
|
|
|||
Short-term debt repayments under revolving credit facility
|
(65,000
|
)
|
|
(32,000
|
)
|
|
(32,000
|
)
|
|||
Commercial paper - net
|
54,275
|
|
|
(7,000
|
)
|
|
27,700
|
|
|||
Dividends paid on common stock
|
(329,643
|
)
|
|
(308,892
|
)
|
|
(289,793
|
)
|
|||
Repayment of long-term debt
|
—
|
|
|
—
|
|
|
(125,000
|
)
|
|||
Common stock equity issuance - net of purchases
|
692
|
|
|
(5,055
|
)
|
|
(13,390
|
)
|
|||
Other
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Net cash flow used for financing activities
|
(290,676
|
)
|
|
(182,948
|
)
|
|
(75,722
|
)
|
|||
Net decrease in cash and cash equivalents
|
(22
|
)
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at beginning of year
|
41
|
|
|
41
|
|
|
41
|
|
|||
Cash and cash equivalents at end of year
|
$
|
19
|
|
|
$
|
41
|
|
|
$
|
41
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
beginning
of period
|
|
Charged to
cost and
expenses
|
|
Charged
to other
accounts
|
|
Deductions
|
|
Balance
at end of
period
|
||||||||||
Reserve for uncollectibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2019
|
|
$
|
4,069
|
|
|
$
|
11,819
|
|
|
$
|
—
|
|
|
$
|
7,717
|
|
|
$
|
8,171
|
|
2018
|
|
2,513
|
|
|
10,870
|
|
|
—
|
|
|
9,314
|
|
|
4,069
|
|
|||||
2017
|
|
3,037
|
|
|
6,836
|
|
|
—
|
|
|
7,360
|
|
|
2,513
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
beginning
of period
|
|
Charged to
cost and
expenses
|
|
Charged
to other
accounts
|
|
Deductions
|
|
Balance
at end of
period
|
||||||||||
Reserve for uncollectibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2019
|
|
$
|
4,069
|
|
|
$
|
11,819
|
|
|
$
|
—
|
|
|
$
|
7,717
|
|
|
$
|
8,171
|
|
2018
|
|
2,513
|
|
|
10,870
|
|
|
—
|
|
|
9,314
|
|
|
4,069
|
|
|||||
2017
|
|
3,037
|
|
|
6,836
|
|
|
—
|
|
|
7,360
|
|
|
2,513
|
|
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
|
|
Weighted-
average exercise price
of outstanding
options,
warrants and
rights
(b)
|
|
Number of
securities remaining
available for future
issuance under
equity
compensation plans
(excluding
securities reflected
in column (a))
(c)
|
|||
Equity compensation plans approved by security holders
|
1,267,062
|
|
|
—
|
|
|
1,645,994
|
|
Equity compensation plans not approved by security holders
|
|
|
—
|
|
|
|
||
Total
|
1,267,062
|
|
|
—
|
|
|
1,645,994
|
|
(a)
|
This amount includes shares subject to outstanding performance share awards and restricted stock unit awards at the maximum amount of shares issuable under such awards. However, payout of the performance share awards is contingent on the Company reaching certain levels of performance during a three-year performance period. If the performance criteria for these awards are not fully satisfied, the award recipient will receive less than the maximum number of shares available under these grants and may receive nothing from these grants.
|
(b)
|
The weighted-average exercise price in this column does not take performance share awards or restricted stock unit awards into account, as those awards have no exercise price.
|
(c)
|
Awards under the 2012 Plan can take the form of options, stock appreciation rights, restricted stock, performance shares, performance share units, performance cash, stock grants, stock units, dividend equivalents, and restricted stock units. Additional shares cannot be awarded under the 2007 Plan. However, if an award under the 2012 Plan is forfeited, terminated or canceled or expires, the shares subject to such award, to the extent of the forfeiture, termination, cancellation or expiration, may be added back to the shares available for issuance under the 2012 Plan.
|
Type of Service
|
|
2019
|
|
2018
|
||||
Audit Fees (1)
|
|
$
|
2,328,565
|
|
|
$
|
2,342,455
|
|
Audit-Related Fees (2)
|
|
322,917
|
|
|
300,334
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Pinnacle West
|
|
|
3.1 to Pinnacle West/APS June 30, 2008 Form 10-Q Report, File No. 1-8962
|
|
8/7/2008
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Pinnacle West
|
|
|
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
|
|
|
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
|
|
|
3.4 to Pinnacle West/APS December 31, 2008 Form 10-K, File No. 1-4473
|
|
2/20/2009
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Pinnacle West
|
|
|
4.1 to Pinnacle West June 20, 2017 Form 8-K Report, File No. 1-8962
|
|
6/20/2017
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
10.2 to Pinnacle West’s March 31, 2003 Form 10-Q Report, File No. 1-8962
|
|
5/15/2003
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
Pinnacle West
|
|
|
4.1 to Pinnacle West’s Registration Statement No. 333-52476
|
|
12/21/2000
|
|
|
|
|
|
|
|
|
|
|
4.4a
|
|
Pinnacle West
|
|
|
4.1 to Pinnacle West November 30, 2017 Form 8-K Report, File No. 1-8962
|
|
11/30/2017
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
Pinnacle West
|
|
|
4.2 to Pinnacle West’s Registration Statement No. 333-52476
|
|
12/21/2000
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
4.1 to APS’s July 31, 2006 Form 8-K Report, File No. 1-4473
|
|
8/3/2006
|
|
|
|
|
|
|
|
|
|
|
4.6e
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
4.1 to Pinnacle West/APS August 9, 2018 Form 8-K Report, File Nos. 1-8962 and 1-4473
|
|
8/9/2018
|
|
|
|
|
|
|
|
|
|
|
4.6q
|
|
Pinnacle West
APS
|
|
|
4.1 to Pinnacle West/APS February 28, 2019 Form 8-K Report, File Nos. 1-8962 and 1-4473
|
|
2/28/2019
|
|
|
|
|
|
|
|
|
|
|
4.6r
|
|
Pinnacle West
APS
|
|
|
4.1 to Pinnacle West/APS August 16, 2019 Form 8-K Report, File Nos. 1-8962 and 1-4473
|
|
8/16/2019
|
|
|
|
|
|
|
|
|
|
|
4.6s
|
|
Pinnacle West
APS
|
|
|
4.1 to Pinnacle West/APS November 20, 2019 Form 8-K Report, File Nos. 1-8962 and 1-4473
|
|
11/20/2019
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
Pinnacle West
|
|
|
4.4 to Pinnacle West’s June 23, 2004 Form 8-K Report, File No. 1-8962
|
|
8/9/2004
|
|
|
|
|
|
|
|
|
|
|
4.7a
|
|
Pinnacle West
|
|
|
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
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
4.8a
|
|
Pinnacle West
APS
|
|
|
4.1 to APS’s 1993 Form 10-K Report, File No. 1-4473
|
|
3/30/1994
|
|
|
|
|
|
|
|
|
|
|
4.9
|
|
Pinnacle West
APS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
10.1.1a
|
|
Pinnacle West
APS
|
|
|
10.1 to APS’s 1994 Form 10-K Report, File No. 1-4473
|
|
3/30/1995
|
|
|
|
|
|
|
|
|
|
|
10.1.1b
|
|
Pinnacle West
APS
|
|
|
10.2 to APS’s 1994 Form 10-K Report, File No. 1-4473
|
|
3/30/1995
|
|
|
|
|
|
|
|
|
|
|
10.1.1c
|
|
Pinnacle West
APS
|
|
|
10.4 to APS’s 1996 Form 10-K Report , File No. 1-4473
|
|
3/28/1997
|
|
|
|
|
|
|
|
|
|
|
10.1.1d
|
|
Pinnacle West
APS
|
|
|
10.6 to APS’s 1996 Form 10-K Report, File No. 1-4473
|
|
3/28/1997
|
|
|
|
|
|
|
|
|
|
|
10.1.1e
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
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
|
|
|
10.3 to Pinnacle West’s 2003 Form 10-K Report, File No. 1-8962
|
|
3/15/2004
|
|
|
|
|
|
|
|
|
|
|
10.1.1h
|
|
Pinnacle West
APS
|
|
|
10.5 to Pinnacle West’s 2003 Form 10-K Report, File No. 1-8962
|
|
3/15/2004
|
|
|
|
|
|
|
|
|
|
|
10.1.1i
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
10.2 to Pinnacle West/APS March 31, 2007 Form 10-Q Report, File Nos. 1-8962 and 104473
|
|
5/9/2007
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
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
|
|
|
|
|
|
|
|
|
|
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
|
|
|
10.3 to APS’s 1994 Form 10-K Report, File No. 1-4473
|
|
3/30/1995
|
|
|
|
|
|
|
|
|
|
|
10.1.2c
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
APS 10.5 to APS’s 1996 Form 10-K Report, File No. 1-4473
|
|
3/28/1997
|
|
|
|
|
|
|
|
|
|
|
10.1.2e
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
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
|
|
|
10.4 to Pinnacle West’s 2003 Form 10-K Report, File No. 1-8962
|
|
3/15/2004
|
|
|
|
|
|
|
|
|
|
|
10.1.2h
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
10.3A to APS’s 1993 Form 10-K Report, File No. 1-4473
|
|
3/30/1994
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
10.2.1bb
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
10.3A to APS’s 1996 Form 10-K Report, File No. 1-4473
|
|
3/28/1997
|
|
|
|
|
|
|
|
|
|
|
10.2.1db
|
|
Pinnacle West
APS
|
|
|
10.8A to Pinnacle West’s 2000 Form 10-K Report, File No. 1-8962
|
|
3/14/2001
|
|
|
|
|
|
|
|
|
|
|
10.2.2b
|
|
Pinnacle West
APS
|
|
Arizona Public Service Company Directors’ Deferred Compensation Plan, as restated, effective January 1, 1986
|
|
10.1 to APS’s June 30, 1986 Form 10-Q Report, File No. 1-4473
|
|
8/13/1986
|
|
|
|
|
|
|
|
|
|
10.2.2ab
|
|
Pinnacle West
APS
|
|
|
10.2A to APS’s 1993 Form 10-K Report, File No. 1-4473
|
|
3/30/1994
|
|
|
|
|
|
|
|
|
|
|
10.2.2bb
|
|
Pinnacle West
APS
|
|
|
10.1 to APS’s September 30, 1994 Form 10-Q Report, File No. 1-4473
|
|
11/10/1994
|
|
|
|
|
|
|
|
|
|
|
10.2.2cb
|
|
Pinnacle West
APS
|
|
|
10.8A to Pinnacle West’s 1999 Form 10-K Report, File No. 1-8962
|
|
3/30/2000
|
|
|
|
|
|
|
|
|
|
|
10.2.3b
|
|
Pinnacle West
APS
|
|
|
10.14A to Pinnacle West’s 1999 Form 10-K Report, File No. 1-8962
|
|
3/30/2000
|
|
|
|
|
|
|
|
|
|
|
10.2.3ab
|
|
Pinnacle West
APS
|
|
|
10.15A to Pinnacle West’s 1999 Form 10-K Report, File No. 1-8962
|
|
3/30/2000
|
|
|
|
|
|
|
|
|
|
|
10.2.4b
|
|
Pinnacle West
APS
|
|
|
10.10A to APS’s 1995 Form 10-K Report, File No. 1-4473
|
|
3/29/1996
|
|
|
|
|
|
|
|
|
|
|
10.2.4ab
|
|
Pinnacle West
APS
|
|
|
10.7A to Pinnacle West’s 1999 Form 10-K Report, File No. 1-8962
|
|
3/30/2000
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
10.2.4bb
|
|
Pinnacle West
APS
|
|
|
10.10A to Pinnacle West’s 1999 Form 10-K Report, File No. 1-8962
|
|
3/30/2000
|
|
|
|
|
|
|
|
|
|
|
10.2.4cb
|
|
Pinnacle West
APS
|
|
|
10.3 to Pinnacle West’s March 31, 2003 Form 10-Q Report, File No. 1-8962
|
|
5/15/2003
|
|
|
|
|
|
|
|
|
|
|
10.2.4db
|
|
Pinnacle West
APS
|
|
|
10.64b to Pinnacle West/APS 2005 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
3/13/2006
|
|
|
|
|
|
|
|
|
|
|
10.2.5b
|
|
Pinnacle West
APS
|
|
|
10.2.5 to Pinnacle West/APS 2015 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
2/19/2016
|
|
|
|
|
|
|
|
|
|
|
10.3.1b
|
|
Pinnacle West
APS
|
|
|
10.7A to Pinnacle West’s 2003 Form 10-K Report, File No. 1-8962
|
|
3/15/2004
|
|
|
|
|
|
|
|
|
|
|
10.3.1ab
|
|
Pinnacle West
APS
|
|
|
10.48b to Pinnacle West/APS 2005 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
3/13/2006
|
|
|
|
|
|
|
|
|
|
|
10.3.2b
|
|
Pinnacle West
APS
|
|
|
10.3.2 to Pinnacle West/APS 2015 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
2/19/2016
|
|
|
|
|
|
|
|
|
|
|
10.3.2ab
|
|
Pinnacle West
APS
|
|
|
10.3.2a to Pinnacle West/APS 2016 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
2/24/2017
|
|
|
|
|
|
|
|
|
|
|
10.3.2bb
|
|
Pinnacle West
APS
|
|
|
10.3.2b to Pinnacle West/APS 2017 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
2/23/2018
|
|
|
|
|
|
|
|
|
|
|
10.4.1b
|
|
Pinnacle West
|
|
|
10.1 to Pinnacle West/APS September 30, 2019 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
11/7/2019
|
|
|
|
|
|
|
|
|
|
|
10.4.2b
|
|
Pinnacle West
APS
|
|
|
10.1 to Pinnacle West/APS June 30, 2008 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
8/7/2008
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
10.4.3b
|
|
APS
|
|
|
10.4.2 to Pinnacle West/APS 2018 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
2/22/2019
|
|
|
|
|
|
|
|
|
|
|
10.4.4b
|
|
APS
|
|
|
10.4.3 to Pinnacle West/APS 2018 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
2/22/2019
|
|
|
|
|
|
|
|
|
|
|
10.4.5b
|
|
Pinnacle West
APS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4.6b
|
|
Pinnacle West
APS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5.1bd
|
|
Pinnacle West
APS
|
|
|
10.77bd to Pinnacle West/APS 2005 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
3/13/2006
|
|
|
|
|
|
|
|
|
|
|
10.5.1abd
|
|
Pinnacle West
APS
|
|
|
10.4 to Pinnacle West/APS September 30, 2007 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
11/6/2007
|
|
|
|
|
|
|
|
|
|
|
10.5.2bd
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
10.2 to Pinnacle West/APS June 30, 2010 Form 10-Q Report, File No. 1-8962
|
|
8/3/2010
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
10.6.1ebd
|
|
Pinnacle West
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6.5
|
|
Pinnacle West
|
|
|
Pinnacle West/APS December 24, 2012 Form 8-K Report, File No. 1-8962
|
|
12/26/2012
|
|
|
|
|
|
|
|
|
|
|
10.6.6b
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
10.6.6f to Pinnacle West/APS 2016 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
2/24/2017
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
10.6.6gbd
|
|
Pinnacle West
|
|
|
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
|
|
|
10.2 to Pinnacle West/APS March 31, 2019 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
|
|
10.6.6ibd
|
|
Pinnacle West
|
|
|
10.3 to Pinnacle West/APS March 31, 2019 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
|
|
10.6.6jbd
|
|
Pinnacle West
|
|
|
10.3 to Pinnacle West/APS March 31, 2012 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
5/3/2012
|
|
|
|
|
|
|
|
|
|
|
10.6.6kbd
|
|
Pinnacle West
|
|
|
10.4 to Pinnacle West/APS March 31, 2012 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
5/3/2012
|
|
|
|
|
|
|
|
|
|
|
10.6.6lbd
|
|
Pinnacle West
|
|
|
10.1 to Pinnacle West/APS June 30, 2017 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
5/2/2017
|
|
|
|
|
|
|
|
|
|
|
10.6.6mbd
|
|
Pinnacle West
|
|
|
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
|
|
|
|
|
|
|
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
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
|
|
|
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
|
|
|
|
|
|
|
|
|
|
10.8.4
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
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
|
|
|
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
|
|
|
10.9.1c to Pinnacle West/APS 2010 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
2/18/2011
|
|
|
|
|
|
|
|
|
|
|
10.9.1d
|
|
Pinnacle West
APS
|
|
|
10.2 to Pinnacle West/APS March 31, 2014 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
5/2/2014
|
|
|
|
|
|
|
|
|
|
|
10.10.1
|
|
Pinnacle West
APS
|
|
Asset Purchase and Power Exchange Agreement dated September 21, 1990 between APS and PacifiCorp, as amended as of October 11, 1990 and as of July 18, 1991
|
|
10.1 to APS’s June 30, 1991 Form 10-Q Report, File No. 1-4473
|
|
8/8/1991
|
|
|
|
|
|
|
|
|
|
10.10.2
|
|
Pinnacle West
APS
|
|
Long-Term Power Transaction Agreement dated September 21, 1990 between APS and PacifiCorp, as amended as of October 11, 1990, and as of July 8, 1991
|
|
10.2 to APS’s June 30, 1991 Form 10-Q Report, File No. 1-4473
|
|
8/8/1991
|
|
|
|
|
|
|
|
|
|
10.10.2a
|
|
Pinnacle West
APS
|
|
|
10.3 to APS’s 1995 Form 10-K Report, File No. 1-4473
|
|
3/29/1996
|
|
|
|
|
|
|
|
|
|
|
10.10.3
|
|
Pinnacle West
APS
|
|
|
10.4 to APS’s 1995 Form 10-K Report, File No. 1-4473
|
|
3/29/1996
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
10.10.4
|
|
Pinnacle West
APS
|
|
|
10.5 to APS’s 1995 Form 10-K Report, File No. 1-4473
|
|
3/29/1996
|
|
|
|
|
|
|
|
|
|
|
10.10.5
|
|
Pinnacle West
APS
|
|
|
10.6 to APS’s 1995 Form 10-K Report, File No. 1-4473
|
|
3/29/1996
|
|
|
|
|
|
|
|
|
|
|
10.11.1
|
|
Pinnacle West
|
|
|
10.4.2 to Pinnacle West/APS 2018 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
2/22/2019
|
|
|
|
|
|
|
|
|
|
|
10.11.2
|
|
Pinnacle West APS
|
|
|
10.1 to Pinnacle West/APS March 31, 2019 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
|
|
10.11.3
|
|
Pinnacle West
|
|
|
10.3 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
|
|
|
10.1 to Pinnacle West/APS June 30, 2019 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
8/8/2019
|
|
|
|
|
|
|
|
|
|
|
10.11.5
|
|
Pinnacle West
APS
|
|
|
10.2 to Pinnacle West/APS June 30, 2017 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
8/3/2017
|
|
|
|
|
|
|
|
|
|
|
10.11.5a
|
|
Pinnacle West
APS
|
|
|
10.11.4a to Pinnacle West/APS June 30, 2018 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
8/3/2018
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
10.11.6
|
|
Pinnacle West
APS
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
10.12.1dc
|
|
Pinnacle West
APS
|
|
|
10.2 to Pinnacle West/APS September 30, 2015 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
10/30/2015
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
10.12.1ec
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
10.2 to Pinnacle West/APS June 30, 2014 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
7/31/2014
|
|
|
|
|
|
|
|
|
|
|
10.13.1
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
10.103 to Pinnacle West/APS 2004 Form 10-K Report, File Nos. 1-8962 and 1-4473
|
|
3/16/2005
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
10.13.3
|
|
Pinnacle West
APS
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
10.2 to APS’s May 19, 1998 Form 8-K Report, File No. 1-4473
|
|
6/26/1998
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
Pinnacle West
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
|
|
|
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
|
|
|
10.1 to Pinnacle West/APS March 31, 2017 Form 10-Q Report, File Nos. 1-8962 and 1-4473
|
|
5/2/2017
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Pinnacle West
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Pinnacle West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2
|
|
APS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Pinnacle West
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Pinnacle West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.3
|
|
APS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.4
|
|
APS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1e
|
|
Pinnacle West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2e
|
|
APS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
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
|
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|
|
|
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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
|
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|
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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
|
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|
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|
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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
|
|
|
|
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|
|
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|
|
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
|
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|
|
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|
|
|
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
|
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|
|
|
|
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|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
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
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Registrant(s)
|
|
Description
|
|
Previously Filed as Exhibit: a
|
|
Date Filed
|
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
|
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|
|
|
|
|
|
|
|
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
|
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|
|
|
|
|
|
|
|
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
|
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|
|
|
|
|
|
|
|
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
|
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|
|
|
|
|
|
|
|
99.10
|
|
Pinnacle West
APS
|
|
|
10.2 to APS’s September 30, 1999 Form 10-Q Report, File No. 1-4473
|
|
11/15/1999
|
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|
|
|
|
|
|
|
|
|
99.11
|
|
Pinnacle West
|
|
|
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
|
|
|
|
|
|
|
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|
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|
|
101.CAL
|
|
Pinnacle West
APS
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
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|
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|
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|
|
101.LAB
|
|
Pinnacle West
APS
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
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|
|
|
|
|
101.PRE
|
|
Pinnacle West
APS
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
Pinnacle West
APS
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
|
|
PINNACLE WEST CAPITAL CORPORATION
|
|
(Registrant)
|
|
|
|
|
Date: February 21, 2020
|
/s/ Jeffrey B. Guldner
|
|
(Jeffrey B. Guldner, Chairman of
the Board of Directors, President and
Chief Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey B. Guldner
|
|
Principal Executive Officer
|
|
February 21, 2020
|
(Jeffrey B. Guldner, Chairman
|
|
and Director
|
|
|
of the Board of Directors, President
|
|
|
|
|
and Chief Executive Officer)
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
/s/ Theodore N. Geisler
|
|
Principal Financial Officer
|
|
February 21, 2020
|
(Theodore N. Geisler,
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Elizabeth A. Blankenship
|
|
Principal Accounting Officer
|
|
February 21, 2020
|
(Elizabeth A. Blankenship,
|
|
|
|
|
Vice President, Controller and
|
|
|
|
|
Chief Accounting Officer)
|
|
|
|
|
/s/ Denis A. Cortese, M.D.
|
|
Director
|
|
February 21, 2020
|
(Denis A. Cortese, M.D.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard P. Fox
|
|
Director
|
|
February 21, 2020
|
(Richard P. Fox)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael L. Gallagher
|
|
Director
|
|
February 21, 2020
|
(Michael L. Gallagher)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Dale E. Klein, Ph.D.
|
|
Director
|
|
February 21, 2020
|
(Dale E. Klein, Ph.D.)
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
/s/ Humberto S. Lopez
|
|
Director
|
|
February 21, 2020
|
(Humberto S. Lopez)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kathryn L. Munro
|
|
Director
|
|
February 21, 2020
|
(Kathryn L. Munro)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Bruce J. Nordstrom
|
|
Director
|
|
February 21, 2020
|
(Bruce J. Nordstrom)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Paula J. Sims
|
|
Director
|
|
February 21, 2020
|
(Paula J. Sims)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James E. Trevathan
|
|
Director
|
|
February 21, 2020
|
(James E. Trevathan)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David P. Wagener
|
|
Director
|
|
February 21, 2020
|
(David P. Wagener)
|
|
|
|
|
|
|
|
|
|
|
ARIZONA PUBLIC SERVICE COMPANY
|
|
(Registrant)
|
|
|
|
|
Date: February 21, 2020
|
/s/ Jeffrey B. Guldner
|
|
(Jeffrey B. Guldner, Chairman of
the Board of Directors and
Chief Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey B. Guldner
|
|
Principal Executive Officer
|
|
February 21, 2020
|
(Jeffrey B. Guldner, Chairman
|
|
and Director
|
|
|
of the Board of Directors and
|
|
|
|
|
Chief Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Theodore N. Geisler
|
|
Principal Financial Officer
|
|
February 21, 2020
|
(Theodore N. Geisler,
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Elizabeth A. Blankenship
|
|
Principal Accounting Officer
|
|
February 21, 2020
|
(Elizabeth A. Blankenship
|
|
|
|
|
Vice President, Controller and
|
|
|
|
|
Chief Accounting Officer)
|
|
|
|
|
/s/ Denis A. Cortese, M.D.
|
|
Director
|
|
February 21, 2020
|
(Denis A. Cortese, M.D.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard P. Fox
|
|
Director
|
|
February 21, 2020
|
(Richard P. Fox)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael L. Gallagher
|
|
Director
|
|
February 21, 2020
|
(Michael L. Gallagher)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Dale E. Klein, Ph.D.
|
|
Director
|
|
February 21, 2020
|
(Dale E. Klein, Ph.D.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Humberto S. Lopez
|
|
Director
|
|
February 21, 2020
|
(Humberto S. Lopez)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kathryn L. Munro
|
|
Director
|
|
February 21, 2020
|
(Kathryn L. Munro)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Bruce J. Nordstrom
|
|
Director
|
|
February 21, 2020
|
(Bruce J. Nordstrom)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Paula J. Sims
|
|
Director
|
|
February 21, 2020
|
(Paula J. Sims)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James E. Trevathan
|
|
Director
|
|
February 21, 2020
|
(James E. Trevathan)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David P. Wagener
|
|
Director
|
|
February 21, 2020
|
(David P. Wagener)
|
|
|
|
|
|
|
|
|
|
•
|
Proposed start date of August 13, 2018
|
•
|
A starting annual base salary of $500,000.
|
•
|
Guaranteed 2019 base salary increase of $50,000 effective January 1, 2019.
|
•
|
Initial hiring incentive of $150,000 payable during the first two weeks of your employment. Second year hiring incentive of $150,000 payable within two weeks of your 1 year anniversary date.
|
•
|
4 weeks vacation annually
|
•
|
Vehicle allowance of $10,000 per year
|
•
|
Financial planning reimbursement: $7,500 first year and $3,750 each subsequent year
|
•
|
Eligibility to participate in the officer annual incentive plan with a target payment for 2018 of 65% and up to a maximum of 130% of annual base salary. Annual incentive payments are dependent on company and business unit performance and are generally paid during the first quarter of the subsequent year. Annual incentive payment for 2018 will be prorated based on the amount of time employed during 2018 .
|
•
|
Long-Term Stock Based Compensation: Subject to Human Resources Committee approval at the October 2018 meeting, a long-term stock based award to be granted to you effective upon your hire date with a $750,000 grant date value. (Number of shares noted below is based on $80 per share stock price and is subject to change based on stock price on date of hire).
|
(1)
|
An award of 3,750 performance shares
|
•
|
1,250 shares will be released in 2020
|
•
|
2,500 shares will be released in 2021
|
(2)
|
An award of 5,625 restricted stock units
|
•
|
1,250 units will vest on 2/20/2019
|
•
|
1,875 units will vest on 2/20/2020
|
•
|
2,500 units will vest on 2/20/2021
|
•
|
An expected annual long-term stock based award will be granted in February 2019 with a grant date fair value of $550,000, subject to the normal approval process by the Human Resources Committee.
|
•
|
Eligibility to participate in the Supplemental Executive Benefit Retirement Plan (SEBRP). The SEBRP is structured as a cash balance plan to which the company contributes a percent of your base and annual incentive compensation as follows:
|
40-44
|
10
|
%
|
45-49
|
12
|
%
|
50-54
|
15
|
%
|
55 and over
|
18%
|
|
•
|
Eligibility to participate in the company 's 401(k) plan. After six months of employment, you will become eligible for the company matching contribution of 75 cents for every dollar you contribute, up to 6 percent of your compensation.
|
•
|
Eligibility to participate in the Deferred Compensation Plan (DCP). The DCP provides you with the opportunity to defer part of your compensation on a pre-tax basis. The deferred amount also earns interest. The Company sets the interest amount each calendar year.
|
•
|
You will receive a Key Executive Employment & Severance Agreement that provides severance benefits in connection with a change of control. In the event of payment under this agreement, you would receive 2.99 times base salary and annual incentive as described in the agreement.
|
•
|
If you enroll in the company's benefit program within the first 30 days of employment, your medical , dental, and life insurance will be effective on your one-month anniversary date of employment. Medical and dental plan premiums are on a pre-tax basis.
|
•
|
You will be eligible for the relocation benefits provided generally to the Company's senior executives.
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Pinnacle West Capital Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Jeffrey B. Guldner
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Jeffrey B. Guldner
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Chairman of the Bord of Directors, President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Pinnacle West Capital Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Theodore N. Geisler
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Theodore N. Geisler
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Senior Vice President and Chief Financial Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Arizona Public Service Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Jeffrey B. Guldner
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Jeffrey B. Guldner
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Chairman of the Board of Directors and
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Arizona Public Service Company;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
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a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Theodore N. Geisler
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Theodore N. Geisler
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Senior Vice President and Chief Financial Officer
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/s/ Jeffrey B. Guldner
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Jeffrey B. Guldner
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Chairman of the Board of the Directors, President and
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Chief Executive Officer
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/s/ Theodore N. Geisler
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Theodore N. Geisler
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Senior Vice President and Chief Financial Officer
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/s/ Jeffrey B. Guldner
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Jeffrey B. Guldner
|
|
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|
Chairman of the Board of Directors and
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Chief Executive Officer
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/s/ Theodore N. Geisler
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Theodore N. Geisler
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Senior Vice President and Chief Financial Officer
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