þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission | Registrants; State of Incorporation; | IRS Employer | ||
File Number | Addresses; and Telephone Number | Identification No. | ||
1-8962
|
PINNACLE WEST CAPITAL CORPORATION
(An Arizona corporation) 400 North Fifth Street, P.O. Box 53999 Phoenix, Arizona 85072-3999 (602) 250-1000 |
86-0512431 | ||
1-4473
|
ARIZONA PUBLIC SERVICE COMPANY
(An Arizona corporation) 400 North Fifth Street, P.O. Box 53999 Phoenix, Arizona 85072-3999 (602) 250-1000 |
86-0011170 |
Securities registered pursuant to Section 12(b) of the Act: | ||||
|
Title Of Each Class | Name Of Each Exchange On Which Registered | ||
|
||||
PINNACLE WEST CAPITAL CORPORATION
|
Common Stock, | New York Stock Exchange | ||
|
No Par Value | |||
ARIZONA PUBLIC SERVICE COMPANY
|
None | None | ||
PINNACLE WEST CAPITAL CORPORATION | ||||||
|
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Large accelerated filer
þ
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Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) | ||||||
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ARIZONA PUBLIC SERVICE COMPANY | ||||||
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||||||
Large accelerated filer
o
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Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
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(Do not check if a smaller reporting company) |
PINNACLE WEST CAPITAL CORPORATION
|
$3,085,816,962 as of June 30, 2008 | |
ARIZONA PUBLIC SERVICE COMPANY
|
$0 as of June 30, 2008 |
PINNACLE WEST CAPITAL CORPORATION
|
100,990,779 shares | |
ARIZONA PUBLIC SERVICE COMPANY
|
Common Stock, $2.50 par value, 71,264,947 shares. Pinnacle West Capital Corporation is the sole holder of Arizona Public Service Companys Common Stock. |
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SIGNATURES | 208 |
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Pinnacle West Consolidated
This section describes the financial condition and
results of operations of Pinnacle West and its subsidiaries on a consolidated basis.
It includes discussions of Pinnacle Wests regulated utility and non-utility
operations. A substantial part of Pinnacle Wests revenues and earnings is derived
from its regulated utility, APS.
APS
This section includes a detailed description of the results of operations and
contractual obligations of APS.
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the regulated electricity segment (accounting for 93% of operating revenues in
2008), which consists of traditional regulated retail and wholesale electricity
businesses (primarily electric service to Native Load customers) and related
activities, and includes electricity generation, transmission and distribution; and
the real estate segment (accounting for 4% of operating revenues in 2008), which
consists of SunCors real estate development and investment activities.
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Corporate Governance Guidelines;
Board Committee Summary;
Charters for Pinnacle Wests Audit Committee, Corporate Governance Committee,
Finance, Nuclear and Operating Committee and Human Resources Committee;
Code of Ethics for Financial Professionals;
Ethics Policy and Standards of Business Practices;
Director Independence Standards;
Executive Officer Stock Ownership Guidelines; and
Restricted Stock Retention Policy.
state and federal regulatory and legislative decisions and actions, including the
outcome or timing of the pending rate case of APS;
increases in our capital expenditures and operating costs and our ability to achieve
timely and adequate rate recovery of these increased costs;
our ability to reduce capital expenditures and other costs while maintaining
reliability and customer service levels, and unexpected developments that would limit
us from achieving all or some of our planned capital expenditure reductions;
volatile fuel and purchased power costs, including fluctuations in market prices for
natural gas, coal, uranium and other fuels used in our generating facilities,
availability of supplies of such commodities, and our ability to recover the costs of
such commodities;
the outcome and resulting costs of regulatory, legislative and judicial proceedings,
both current and future, including those related to environmental matters and climate
change;
the availability of sufficient water supplies to operate our generation facilities,
including as the result of drought conditions;
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the potential for additional restructuring of the electric industry, including
decisions impacting wholesale competition and the introduction of retail electric
competition in Arizona;
regional, national and international economic and market conditions, including the
strength of the housing, credit and financial markets;
the potential adverse impact of current economic conditions on our results of
operations;
the cost of debt and equity capital and access to capital markets;
changes in the market price of our common stock;
restrictions on dividends or other burdensome provisions in new or existing credit
agreements;
our ability, or the ability of our subsidiaries, to meet debt service obligations;
current credit ratings remaining in effect for any given period of time;
the performance of the stock market and the changing interest rate environment,
which affect the value of our nuclear decommissioning trust, pension, and other
postretirement benefit plan assets, the amount of required contributions to Pinnacle
Wests pension plan and contributions to APS nuclear decommissioning trust funds, as
well as the reported costs of providing pension and other postretirement benefits and
our ability to recover such costs;
volatile market liquidity, any deteriorating counterparty credit and the use of
derivative contracts in our business (including the interpretation of the subjective
and complex accounting rules related to these contracts);
changes in accounting principles generally accepted in the United States of America,
the interpretation of those principles and the impact of the adoption of new accounting
standards;
customer growth and energy usage;
weather variations affecting local and regional customer energy usage;
power plant performance and outages;
transmission outages and constraints;
the completion of generation and transmission construction in the region, which
could affect customer growth and the cost of power supplies;
risks inherent in the operation of nuclear facilities, such as environmental,
regulatory, health and financial risks, risk of terrorist attack, planned and unplanned
outages, and unfunded decommissioning costs;
the ability of our power plant participants to meet contractual or other
obligations;
technological developments in the electric industry;
the results of litigation and other proceedings resulting from the California and
Pacific Northwest energy situations;
the performance of Pinnacle Wests subsidiaries and any resulting effects on its
cash flow;
the strength of the real estate market and economic and other conditions affecting
the real estate market in SunCors market areas, which include Arizona, Idaho, New
Mexico and Utah; and
other uncertainties, all of which are difficult to predict and many of which are
beyond the control of Pinnacle West and APS.
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Capacity (kW)
560,000
225,000
641,000
315,000
1,741,000
430,000
1,088,000
1,862,000
3,380,000
1,147,122
5,816
6,273,938
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mining and milling of uranium ore to produce uranium concentrates;
conversion of uranium concentrates to uranium hexafluoride;
enrichment of uranium hexafluoride;
fabrication of fuel assemblies;
utilization of fuel assemblies in reactors; and
storage and disposal of spent nuclear fuel.
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Capacity
Purchased Power Agreement
Dates Available
(MW)
Year-round through February 2013
Up to 90
Year-round through June 15, 2010
238
May 15 to September 15 annually
through 2020
480
June 2007 through May 2017
500
June 2010 through October 2019
560
June 2007 through September 2015
(summer seasons)
500
June 2007 through summer 2016
150
December 2006 through December 2026
90
July 19, 2009 through April 2039
100
Deliveries expected to commence in
2009; expires 2029
3
Deliveries expected to commence in
September 2009; expires 2029
3
Deliveries expected to commence in
2012; expires 2042
250
January 2006 through 2029
12
July 2008; expires 2023
14
(a)
The capacity under this agreement varies by month, with a maximum capacity of 90 MW.
(b)
The amount of electricity available to APS under this agreement is based in large part on
customer demand and is adjusted annually. Effective June 16, 2007, the seller, Salt River
Project, reduced the capacity available to APS by 150 MW. Additionally, Salt River Project
has elected to cancel this contract effective June 15, 2010.
(c)
This is a seasonal capacity exchange agreement with PacifiCorp. Under this agreement, APS
receives electricity from PacifiCorp during the summer peak season (from May 15 to September
15) and APS returns a like amount of electricity to PacifiCorp during the winter season (from
October 15 to February 15). Until 2020, APS and PacifiCorp each has 480 MW of capacity and a
related amount of energy available to it under the agreement for its respective seasons.
Additionally, under a supplemental energy sales agreement, APS must also make additional
offers of energy to PacifiCorp each year through October 31, 2020.
(d)
See Alternative Generation Sources above for more information.
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Energy efficiency initiatives;
The acceleration of renewable energy sources by doubling the Renewable Energy
Standard Requirement in 2015, resulting in the addition of over 1,650 MW of renewable
resources by 2025;
The potential for an addition of new baseload nuclear capacity after 2020 of up to
800 MW of capacity; and
Peaking resources based on gas-fired resources, whether through wholesale purchases
or the construction or acquisition of peaking capacity and/or potential additional
deployment of demand response opportunities.
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Percent Owned
(Weighted Average)
55.5%
35.8%
31.4%
27.5%
23.9%
17.1%
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continuation of the current economic downturn;
the bankruptcy of an unrelated energy company;
increased market prices for electricity and gas;
terrorist attacks or threatened attacks on our facilities or those of unrelated
energy companies;
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changes in technology;
mergers among financial institutions and the overall health of the banking industry;
or
the overall health of the utility or real estate industry.
increasing the cost of future debt financing;
increasing our vulnerability to adverse economic and industry conditions;
requiring us to dedicate a substantial portion of our cash flow from operations to
payments on our debt, which would reduce funds available to us for operations, future
business opportunities or other purposes; and
placing us at a competitive disadvantage compared with our competitors that have
less debt.
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variations in our quarterly operating results;
operating results that vary from the expectations of management, securities analysts
and investors;
changes in expectations as to our future financial performance, including financial
estimates by securities analysts and investors;
developments generally affecting industries in which we operate, particularly the
energy distribution and energy generation industries;
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.
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restrictions on our ability to engage in a wide range of business combination
transactions with an interested shareholder (generally, any person who owns 10% or
more of our outstanding voting power or any of our affiliates or associates) 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;
a requirement that shareholder action be taken only at an annual or special meeting
or by unanimous written consent, and bylaws that require that only a majority of our
Board of Directors, the Chairman of our Board of Directors, or our President may call a
special meeting of shareholders;
advance notice procedures for nominating candidates to our Board of Directors or
presenting matters at shareholder meetings;
shareholders may only remove a director with or without cause by a majority vote at
a special meeting of shareholders;
the ability of the Board of Directors to increase the size of the Board and fill
vacancies on the Board, whether resulting from such increase, or from death,
resignation, disqualification or otherwise; and
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.
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downward changes in general economic, real estate construction or other business
conditions;
the current economic down cycle for the homebuilding industry;
the increase in foreclosures;
reductions in mortgage availability, future increases in interest rates or increases
in the effective costs of owning a home, which could prevent potential customers from
buying homes in SunCors developments;
future increases in interest rates which could limit future sales of commercial
property and land;
competition for homebuyers or commercial customers or partners, which could reduce
SunCors profitability;
supply shortages and other risks related to the demand for skilled labor and
building materials, which could increase costs and delay deliveries; and
government regulations, which could increase the cost and limit the availability of
SunCors development, homebuilding and commercial projects.
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VOTE OF SECURITY HOLDERS
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EXECUTIVE OFFICERS OF PINNACLE WEST
Name
Age at February 20, 2009
Position(s) at February 20, 2009
58
Chairman of the Board and
Chief Executive Officer (1)
54
President and Chief
Operating Officer, and
Chief Executive Officer of
APS (1)
51
Senior Vice President and
Chief Financial Officer
66
Senior Vice President,
Fossil Operations, APS
55
Executive Vice President
and Chief Nuclear Officer,
APS
51
Vice President and Treasurer
54
Vice President, Controller
and Chief Accounting
Officer
55
Senior Vice President,
General Counsel and
Secretary
55
President and Chief
Operating Officer, APS
45
Vice President, Human
Resources, APS
60
Executive Vice President,
Customer Service and
Regulation, APS
(1)
Member of the Board of Directors.
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STOCK SYMBOL: PNW
Dividends
2008
High
Low
Close
Per Share
$
42.92
$
34.08
$
35.08
$
0.525
37.39
30.26
30.77
0.525
37.88
30.34
34.41
0.525
35.83
26.27
32.13
0.525
Dividends
2007
High
Low
Close
Per Share
$
51.67
$
46.43
$
48.25
$
0.525
50.68
39.38
39.85
0.525
41.76
36.79
39.51
0.525
44.50
39.04
42.41
0.525
(Dollars in Thousands)
Quarter
2008
2007
1
st
Quarter
$
42,500
$
42,500
2
nd
Quarter
42,500
42,500
3
rd
Quarter
42,500
42,500
4
th
Quarter
42,500
42,500
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Total
Total Number of
Number of
Shares Purchased
Maximum Number of
Shares
Average
as Part of Publicly
Shares that May Yet Be
Purchased
Price Paid
Announced Plans
Purchased Under the
Period
(1)
per Share
or Programs
Plans or Programs
24
$
29.61
24
$
29.61
(1)
Represents shares of common stock withheld by Pinnacle West to satisfy tax withholding
obligations upon the vesting of restricted stock.
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SELECTED CONSOLIDATED FINANCIAL DATA
(a)
Reflects reclassifications of APSES discontinued commodity-related energy services revenue
for the years 2004 through 2008. See Note 22.
(b)
Includes a $32 million after tax real estate impairment charge in 2008. (See Note 23.) Also
includes regulatory disallowance of $8 million after tax in 2007 and $84 million after tax in
2005. (See Note 3.)
(c)
Amounts primarily related to Silverhawk, SunCor and APSES discontinued operations. See Note
22.
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ARIZONA PUBLIC SERVICE COMPANY
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OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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EARNINGS CONTRIBUTION BY BUSINESS SEGMENT
our regulated electricity segment, which consists of traditional regulated retail
and wholesale electricity businesses (primarily electric service to Native Load
customers) and related activities and includes electricity generation, transmission and
distribution; and
our real estate segment, which consists of SunCors real estate development and
investment activities.
2008
2007
2006
$
256
$
274
$
259
(49
)
14
50
7
11
7
214
299
316
23
9
10
5
(1
)
1
$
242
$
307
$
327
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(a)
SunCors net loss in 2008 included a $32 million after-tax real estate
impairment charge (see Note 23).
(b)
Includes activities related to marketing and trading, APSES, Silverhawk and El
Dorado. Income from discontinued operations for 2008 is primarily related to the
resolution of certain tax issues associated with the sale of Silverhawk in 2005. The
2007 loss is primarily related to an APSES project. None of these segments is a
reportable segment.
(c)
Primarily relates to sales of commercial properties.
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Increase (Decrease)
Pretax
After Tax
$
156
$
95
(141
)
(86
)
31
19
(14
)
(9
)
14
8
21
13
(43
)
(26
)
(30
)
(18
)
(18
)
(11
)
(9
)
(5
)
(18
)
(11
)
30
(13
)
(15
)
(9
)
1
5
(65
)
(18
)
(53
)
(32
)
(40
)
(24
)
(4
)
(2
)
(7
)
(5
)
(16
)
(10
)
14
6
$
(171
)
(85
)
14
6
$
(65
)
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a $156 million increase in retail revenues due to a rate increase effective July 1,
2007;
a $38 million increase in revenues from Off-System Sales due to higher prices and
volumes;
a $31 million increase due to transmission rate increases (including related retail
rates);
a $29 million increase in retail revenues primarily related to customer growth,
excluding weather effects;
a $26 million increase in revenues related to long-term traditional wholesale
contracts;
a $14 million increase in renewable energy surcharges which are offset by operations
and maintenance expense;
a $63 million decrease in retail revenue due to the effects of weather;
a $47 million decrease in retail revenues related to recovery of PSA deferrals,
which had no earnings effect because of lower amortization of the same amount recorded
as fuel and purchased power expense; and
a $25 million net increase due to miscellaneous factors.
a $62 million decrease primarily due to lower sales of land parcels as a result of
the weak real estate market;
a $14 million decrease primarily due to lower residential property sales as a result
of the weak real estate market; and
a $6 million net decrease due to miscellaneous factors.
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Increase (Decrease)
Pretax
After Tax
$
46
$
28
37
23
185
113
(171
)
(104
)
6
4
(121
)
(74
)
115
70
18
11
(14
)
(8
)
(25
)
(15
)
(21
)
(13
)
(12
)
(7
)
(15
)
(9
)
13
(14
)
6
(3
)
34
15
(47
)
(29
)
(12
)
(7
)
(1
)
6
3
(2
)
1
$
(22
)
(17
)
(1
)
(2
)
$
(20
)
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a $191 million increase in retail revenues due to a rate increase effective July 1,
2007;
a $60 million increase in retail revenues primarily related to customer growth,
excluding weather effects;
a $50 million increase in retail revenues due to the effects of weather;
a $3 million increase in revenues from Off-System Sales due to higher prices and
volumes;
a $35 million decrease in retail revenues related to recovery of PSA deferrals,
which had no earnings effect because of amortization of the same amount recorded as
fuel and purchased power expense (see Note 3); and
a $14 million net increase due to miscellaneous factors.
a $167 million decrease in residential property sales due to the continued slowdown
in western United States real estate markets; and
a $20 million decrease primarily due to lower sales of land parcels.
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2008
2007
2006
$
814
$
658
$
394
(815
)
(873
)
(569
)
51
185
108
$
50
$
(30
)
$
(67
)
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(dollars in millions)
Actual
Estimated
2006
2007
2008
2009
2010
2011
$
357
$
372
$
340
$
276
$
266
$
356
176
353
310
288
274
319
113
138
163
275
99
185
16
37
43
44
37
50
662
900
856
883
676
910
201
161
41
14
70
175
7
3
7
7
3
3
$
870
$
1,064
$
904
$
904
$
749
$
1,088
(a)
Generation includes nuclear fuel expenditures of approximately $60 million to
$80 million per year for 2009, 2010 and 2011.
(b)
Primarily information systems and facilities projects.
(c)
Consists primarily of capital expenditures for residential, land development
and retail and office building construction reflected in Real estate investments and
Capital expenditures on the Consolidated Statements of Cash Flows.
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Moodys
Standard & Poors
Fitch
Baa3 (P)
BB+ (prelim)
N/A
P
-3
A-3
F3
Stable
Stable
Negative
Baa2
BBB-
BBB
Baa2
BBB-
BBB
P
-2
A-3
F3
Stable
Stable
Stable
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(a)
Pinnacle West has a shelf registration under SEC Rule 415. Pinnacle West
currently has no outstanding, rated senior unsecured securities. However, Moodys
assigned a provisional (P) rating and Standard & Poors assigned a preliminary (prelim)
rating to the senior unsecured securities that can be issued under such shelf
registration.
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2010-
2012-
2009
2011
2013
Thereafter
Total
$
182
$
957
$
646
$
3,549
$
5,334
178
4
2
184
10
187
197
370
1,148
648
3,549
5,715
672
672
449
651
777
6,053
7,930
82
147
132
135
496
22
49
49
185
305
69
76
33
172
350
36
25
61
$
1,700
$
2,096
$
1,639
$
10,094
$
15,529
(a)
The long-term debt matures at various dates through 2036 and bears interest principally at
fixed rates. Interest on variable-rate long-term debt is determined by using average rates at
December 31, 2008 (see Note 6).
(b)
The short-term debt is primarily related to bank borrowings at Pinnacle West, APS and SunCor
under their respective revolving lines of credit (see Note 5).
(c)
Our purchased power and fuel commitments include purchases of
coal, electricity, natural gas, renewable energy
and nuclear fuel (see Note 11).
(d)
These contractual obligations include commitments for capital expenditures and other
obligations.
(e)
Future pension contributions are not determinable for plan years 2010 and beyond.
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Increase (Decrease)
Impact on
Impact on
Pension
Pension
Actuarial Assumption (a)
Liability
Expense
$
(241
)
$
(8
)
277
14
(7
)
7
(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)
Impact on Other
Impact on Other
Postretirement Benefit
Postretirement
Actuarial Assumption (a)
Obligation
Benefit Expense
$
(90
)
$
(5
)
104
5
103
9
(83
)
(7
)
(2
)
2
(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 health care cost trend rate.
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FASB Staff Position, No. 157-2, Effective Date of FASB Statement No. 157
FASB Staff Position, No. 157-3, Determining the Fair Value of a Financial Asset
When the Market for That Asset Is Not Active
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Table of Contents
Table of Contents
Variable-Rate
Fixed-Rate
Short-Term Debt
Long-Term Debt
Long-Term Debt
Interest
Interest
Interest
2008
Rates
Amount
Rates
Amount
Rates
Amount
2.24
%
$
670,469
3.88
%
$
173,619
4.62
%
$
4,027
3.99
%
2,042
5.66
%
1,137
6.22
%
2,259
6.23
%
576,250
6.00
%
16
6.50
%
376,338
6.00
%
1,864
6.00
%
231
8.30
%
539,145
5.64
%
1,540,229
$
670,469
$
718,945
$
2,498,212
$
670,469
$
718,945
$
2,107,635
Variable-Rate
Fixed-Rate
Short-Term Debt
Long-Term Debt
Long-Term Debt
Interest
Interest
Interest
2007
Rates
Amount
Rates
Amount
Rates
Amount
5.54
%
$
340,661
7.33
%
$
159,337
4.65
%
$
4,436
7.20
%
71,054
5.76
%
1,050
9.20
%
201
5.71
%
1,104
8.91
%
2,284
6.23
%
576,218
9.50
%
103
6.50
%
376,293
3.77
%
567,239
5.64
%
1,540,462
$
340,661
$
800,218
$
2,499,563
$
340,661
$
800,218
$
2,414,301
Table of Contents
Variable-Rate
Fixed-Rate
Short-Term Debt
Long-Term Debt
Long-Term Debt
Interest
Interest
Interest
2008
Rates
Amount
Rates
Amount
Rates
Amount
2.09
%
$
521,684
$
5.62
%
$
874
5.60
%
1,012
6.37
%
401,208
6.50
%
376,325
6.00
%
231
8.30
%
539,145
5.64
%
1,540,229
$
521,684
$
539,145
$
2,319,879
$
521,684
$
539,145
$
1,935,160
Variable-Rate
Fixed-Rate
Short-Term Debt
Long-Term Debt
Long-Term Debt
Interest
Interest
Interest
2007
Rates
Amount
Rates
Amount
Rates
Amount
5.36
%
$
218,000
$
5.66
%
$
978
5.60
%
934
5.59
%
1,012
6.37
%
401,208
6.50
%
376,293
3.76
%
565,855
5.64
%
1,540,462
$
218,000
$
565,855
$
2,320,887
$
218,000
$
565,855
$
2,235,624
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2008
2007
$
40
$
15
(4
)
(2
)
(5
)
(15
)
(111
)
55
(138
)
(1
)
(64
)
(12
)
$
(282
)
$
40
(a)
The changes in mark-to-market recorded in OCI are due primarily to changes in
forward natural gas prices.
Total
fair
Source of Fair Value
2009
2010
2011
2012
2013
Years thereafter
value
$
(50
)
$
(4
)
$
$
$
$
$
(54
)
(122
)
(53
)
(43
)
(3
)
(221
)
(1
)
5
4
(3
)
(12
)
(7
)
$
(172
)
$
(58
)
$
(38
)
$
1
$
(3
)
$
(12
)
$
(282
)
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December 31, 2008
December 31, 2007
Gain (Loss)
Gain (Loss)
Price Up 10%
Price Down 10%
Price Up 10%
Price Down 10%
$
2
$
(2
)
$
3
$
(3
)
3
(3
)
4
(4
)
20
(20
)
45
(45
)
64
(64
)
85
(85
)
$
89
$
(89
)
$
137
$
(137
)
(a)
These contracts are 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.
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Increase (Decrease)
Pretax
After Tax
$
156
$
95
(141
)
(86
)
31
19
(14
)
(9
)
14
8
21
13
(43
)
(26
)
(31
)
(19
)
(18
)
(11
)
(9
)
(5
)
(18
)
(11
)
29
(11
)
(11
)
(6
)
(2
)
(2
)
$
(65
)
$
(22
)
a $156 million increase in retail revenues due to a rate increase effective July 1,
2007;
a $38 million increase in revenues from Off-System Sales due to higher prices and
volumes;
a $31 million increase due to transmission rate increases (including related retail
rates);
a $29 million increase in retail revenues primarily related to customer growth,
excluding weather effects;
a $26 million increase in revenues related to long-term traditional wholesale
contracts;
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a $14 million increase in renewable energy surcharges which are offset by operations
and maintenance expense;
a $63 million decrease in retail revenue due to the effects of weather;
a $47 million decrease in retail revenues related to recovery of PSA deferrals,
which had no earnings effect because of lower amortization of the same amount recorded
as fuel and purchased power expense; and
a $13 million net increase due to miscellaneous factors.
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Increase (Decrease)
Pretax
After Tax
$
46
$
28
37
23
185
113
(171
)
(104
)
6
4
(121
)
(74
)
115
70
18
11
(14
)
(8
)
(25
)
(15
)
(19
)
(11
)
(12
)
(7
)
(7
)
(4
)
11
(11
)
(7
)
(4
)
(7
)
(4
)
2
(4
)
$
26
$
14
a $191 million increase in retail revenues due to a rate increase effective July 1,
2007;
a $60 million increase in retail revenues primarily related to customer growth,
excluding weather effects;
a $50 million increase in retail revenues due to the effects of weather;
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a $3 million increase in revenues from Off-System Sales due to higher prices and
volumes;
a $35 million decrease in retail revenues related to recovery of PSA deferrals,
which had no earnings effect because of amortization of the same amount recorded as
fuel and purchased power expense (see Note 3); and
a $9 million net increase due to miscellaneous factors.
2008
2007
2006
$
785
$
766
$
394
(879
)
(881
)
(714
)
114
86
352
$
20
$
(29
)
$
32
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2010-
2012-
2009
2011
2013
Thereafter
Total
$
182
$
956
$
646
$
3,549
$
5,333
523
523
449
651
777
6,053
7,930
76
135
122
121
454
22
49
49
185
305
69
76
33
172
350
35
24
59
$
1,356
$
1,891
$
1,627
$
10,080
$
14,954
(a)
The long-term debt matures at various dates through 2036 and bears interest principally at
fixed rates. Interest on variable-rate long-term debt is determined by using average rates at
December 31, 2008 (see Note 6).
(b)
APS purchased power and fuel commitments include
purchases of coal, electricity, natural gas, renewable energy
and nuclear fuel (see Note 11).
(c)
These contractual obligations include commitments for capital expenditures and other
obligations.
(d)
Future pension contributions are not determinable for plan years 2010 and beyond.
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DISCLOSURES ABOUT MARKET RISK
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FINANCIAL STATEMENT SCHEDULES
Page
79
80
82
83
85
86
87
142
143
145
146
148
149
151
159
160
161
162
163
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OVER FINANCIAL REPORTING
(PINNACLE WEST CAPITAL CORPORATION)
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Pinnacle West Capital Corporation
Phoenix, Arizona
Table of Contents
DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 19, 2009
Table of Contents
CONSOLIDATED STATEMENTS OF INCOME
(dollars and shares in thousands, except per share amounts)
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CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
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CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
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CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY
(dollars in thousands)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008
2007
$
473
$
338
118
7
51
40
30
30
20
6
17
3
17
18
16
25
16
16
8
111
29
31
$
795
$
625
(a)
Subject to a carrying charge.
(b)
There are no regulatory assets for which regulators have allowed recovery of
costs but not allowed a return by exclusion from rate base.
December 31,
2008
2007
$
388
$
392
103
153
16
35
20
20
22
11
22
10
8
13
9
9
$
588
$
643
(a)
In accordance with SFAS No. 71, APS accrues for removal costs for its regulated assets,
even if there is no legal obligation for removal.
(b)
Subject to a carrying charge.
material and labor;
contractor costs;
capitalized leases;
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
construction overhead costs (where applicable); and
capitalized interest or an allowance for funds used during construction.
Fossil plant 16 years;
Nuclear plant 18 years;
Other generation 31 years;
Transmission 42 years;
Distribution 33 years; and
Other 7 years.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FASB Staff Position, No. 157-2, Effective Date of FASB Statement No. 157
FASB Staff Position, No. 157-3, Determining the Fair Value of a Financial Asset
When the Market for That Asset Is Not Active
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
an increase of $264.3 million in non-fuel base rates and a net increase of $13.9
million for fuel and purchased power costs reflected in base rates, and recovery of up
to $53 million of such increases through the impact fee;
a rate base of $5.4 billion, which approximates the ACC-jurisdictional portion of
the book value of utility assets, net of accumulated depreciation and other credits, as
of December 31, 2007, which includes certain adjustments, such as the inclusion of
Units 5 and 6 of the Yucca Power Plant (near Yuma in southwestern Arizona), the steam
generator replacement at Palo Verde Unit 3, environmental upgrades to APS coal plants,
and other plant additions under construction at the end of the test year that are
currently in service or expected to go into service before the proposed rates are
requested to become effective;
the following proposed capital structure and costs of capital:
Capital Structure
Cost of Capital
46.2
%
5.77
%
53.8
%
11.50
%
8.86
%
a Base Fuel Rate of $0.0388 per kWh based on estimated 2010 prices (compared to the
current Base Fuel Rate of $0.0325 per kWh);
an attrition adjustment of $79.3 million to address erosion in APS earnings and
return on equity through 2010; and
a new super-peak residential time-of-use rate and a commercial and industrial
critical peak pricing proposal to allow eligible customers additional options to manage
their electric bills, as well as other conservation-related rate design proposals.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A Base Fuel Rate of $0.0377 per kWh;
A weighted-average cost of capital of 8.58%, based on a return on common equity of
11.0% and APS proposed capital structure;
A reduction to APS proposed rate base of $57 million, the majority of which ($45
million) results from the exclusion of post test-year plant placed into service after
December 31, 2008;
Exempting low income customers from any rate increase;
That APS engage in a dialogue with the ACC concerning opportunities to expand the
use of renewable energy beyond current ACC mandated requirements; and
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
That APS should propose in its rebuttal testimony a means to provide customers with
greater rate stability, such as the use of a three-year interval between base rate
filings.
The $79.3 million attrition adjustment; and
Modifications to APS line extension policy that would have resulted in the
establishment of the growth-related impact fee referenced above.
RUCO recommends no net rate change after reclassification of $170.0 million of PSA
revenues to base rates, based on a rate base of $4.9 billion, a base fuel rate of
$0.0388 per kWh, APS proposed capital structure, and a return on common equity of
9.6%.
AECC recommends that APS request be reduced by $101.4 million (of which $42.5
million was a reduction in fuel and purchased power expense).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APS records deferrals for recovery or refund to the extent actual retail fuel and
purchased power costs vary from the Base Fuel Rate;
under a 90/10 sharing arrangement, APS defers 90% of the difference between retail
fuel and purchased power costs (excluding certain costs, such as renewable energy
resources and the capacity components of long-term purchase power agreements acquired
through competitive procurement) and the Base Fuel Rate; APS absorbs 10% of the retail
fuel and purchased power costs above the Base Fuel Rate and retains 10% of the benefit
from the retail fuel and purchased power costs that are below the Base Fuel Rate;
an adjustment is made annually each February 1
st
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 will be reconciled to actual costs experienced for each PSA Year
(February 1 through January 31) (see the following bullet point); and
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) an Historical Component, under
which differences between actual fuel and purchased power costs and those recovered
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended
December 31,
2008
2007
$
111
$
160
78
189
(14
)
2
7
(183
)
(231
)
$
8
$
111
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2008
2007
$
157,869
$
132,691
12,923
32,510
65,022
(4,454
)
(37,419
)
(35,812
)
(2,425
)
(99,718
)
$
63,318
$
157,869
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31,
2008
2007
2006
$
(85,866
)
$
183,547
$
110,029
11,738
30,972
21,507
(74,128
)
214,519
131,536
158,024
(56,147
)
31,452
(1,880
)
158,024
(58,027
)
31,452
83,896
156,492
162,988
18,489
5,582
7,133
$
65,407
$
150,910
$
155,855
Year Ended December 31,
2008
2007
2006
$
97,637
$
157,379
$
165,242
9,601
16,801
17,250
(28,873
)
(13,205
)
(14,028
)
(1,993
)
(3,236
)
(3,156
)
(5,755
)
(6,899
)
(4,679
)
(5,210
)
70
(4,774
)
$
65,407
$
150,910
$
155,855
December 31,
2008
2007
$
79,729
$
31,510
(1,403,318
)
(1,243,743
)
$
(1,323,589
)
$
(1,212,233
)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008
2007
$
132,383
$
13,958
194,326
214,607
9,428
11,091
4,197
11,727
9,789
26,579
281,053
211,192
12,665
14,408
92,251
112,209
736,092
615,771
(1,709,872
)
(1,538,183
)
(20,732
)
(29,531
)
(3,157
)
(43,661
)
(46,593
)
(2,782
)
(186,916
)
(133,120
)
(92,411
)
(80,727
)
(2,059,681
)
(1,828,004
)
$
(1,323,589
)
$
(1,212,233
)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31,
Maturity
Interest
Dates (a)
Rates
2008
2007
2024-2034
(b
)
$
539,145
$
565,855
2029
5.05
%
90,000
90,000
2011
6.375
%
400,000
400,000
2012
6.50
%
375,000
375,000
2033
5.625
%
200,000
200,000
2015
4.650
%
300,000
300,000
2014
5.80
%
300,000
300,000
2035
5.50
%
250,000
250,000
2016
6.25
%
250,000
250,000
2036
6.875
%
150,000
150,000
2014
6.00
%
1,258
1,430
(7,908
)
(8,883
)
2009-2012
(c
)
3,621
4,457
2,851,116
2,877,859
2009-2013
(e
)
182,804
237,671
2009-2012
(f
)
329
368
183,133
238,039
2011
5.91
%
175,000
175,000
3,209,249
3,290,898
177,646
163,773
$
3,031,603
$
3,127,125
(a)
This schedule does not reflect the timing of redemptions that may occur prior to maturity.
(b)
The weighted-average rate was 8.3% at December 31, 2008 and 3.76% at December 31, 2007.
Changes in short-term interest rates would affect the costs associated with this debt. In
addition, these amounts include $343 million of auction rate debt securities backed by
insurance at December 31, 2008 and 2007. On September 11, 2008, APS repurchased at par two
series of pollution control bonds that had no credit enhancements. The repurchase included $7
million of its 1996 Series A Coconino County Pollution Control Bonds and $20 million of its
1999 Series A Coconino County Pollution Control Bonds. APS borrowed funds under its
revolving lines of credit to re-purchase the bonds, as permitted under the bond indenture.
APS intends to keep the $27 million outstanding until we complete our planned refunding and
reissuance of these bonds, if market and business conditions allow, in 2009.
(c)
The weighted-average interest rate was 5.51% at December 31, 2008 and December 31, 2007.
(d)
APS long-term debt less current maturities was $2.850 billion at December 31, 2008 and
$2.877 billion at December 31, 2007. APS current maturities of long-term debt were $1
million at December 31, 2008 and 2007.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(e)
SunCor had $125 million outstanding at December 31, 2008 under its revolving lines of credit.
The weighted-average interest rate was 4.11% at December 31, 2008. The remaining amount of
approximately $58 million at December 31, 2008 was made up of multiple notes with variable
interest rates based on the lenders prime rates plus 1.75% and 2.0% or LIBOR plus 1.7%, 2.0%,
2.25% and 2.5%. SunCor had $94 million outstanding at December 31, 2007 under its revolving
lines of credit. The weighted-average interest rate was 7.27% at December 31, 2007. The
remaining amount of approximately $143 million at December 31, 2007 was made up of multiple
notes with variable interest rates based on the lenders prime rates plus 1.75% and 2.0% or
LIBOR plus 1.7%, 2.0% and 2.25%. There is also a note at a fixed rate of 4.25% at December
31, 2008 and 2007.
(f)
The weighted-average interest rate was 6.2% at December 31, 2008 and 7.0% at December 31,
2007.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pinnacle West-
Year
Consolidated
APS
$
178
$
1
199
197
578
401
376
376
2
1,884
1,884
$
3,217
$
2,859
Common Stock
Treasury Stock
Shares
Amount
Shares
Amount
99,077,133
$
2,067,377
(20,058
)
$
(1,245
)
883,933
39,420
(5,505
)
(229
)
23,144
1,025
7,753
99,961,066
2,114,550
(2,419
)
(449
)
564,404
24,089
(47,218
)
(1,964
)
10,132
359
(2,852
)
100,525,470
2,135,787
(39,505
)
(2,054
)
422,966
10,845
(39,022
)
(1,387
)
18,700
587
4,691
100,948,436
$
2,151,323
(59,827
)
$
(2,854
)
(a)
Represents shares of common stock withheld from certain stock awards for tax
purposes.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pension
Other Benefits
2008
2007
2006
2008
2007
2006
$
54,576
$
51,803
$
47,287
$
17,793
$
18,491
$
19,968
110,207
100,736
92,196
37,897
35,284
34,653
(118,309
)
(107,165
)
(95,912
)
(43,609
)
(42,177
)
(36,930
)
(645
)
3,005
3,005
3,005
2,455
2,957
2,401
(125
)
(125
)
(125
)
11,145
16,331
23,366
2,372
3,929
8,662
$
60,074
$
64,662
$
68,693
$
17,333
$
18,407
$
29,233
$
28,854
$
28,063
$
30,912
$
8,325
$
7,989
$
13,155
$
27,491
$
26,548
$
29,203
$
7,932
$
7,557
$
12,428
Pension
Other Benefits
2008
2007
2008
2007
$
1,720,844
$
1,670,274
$
605,125
$
616,985
54,576
51,803
17,793
18,491
110,207
100,736
37,897
35,284
(62,058
)
(52,168
)
(17,566
)
(17,763
)
61,087
(52,227
)
12,016
(47,872
)
2,426
1,884,656
1,720,844
655,265
605,125
1,318,939
1,214,229
499,764
480,638
132,449
101,138
(64,364
)
26,952
35,000
52,000
10,972
18,407
(56,016
)
(48,428
)
(17,066
)
(26,233
)
1,430,372
1,318,939
429,306
499,764
$
(454,284
)
$
(401,905
)
$
(225,959
)
$
(105,361
)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2008
2007
$
1,884,656
$
1,720,844
1,631,909
1,484,444
1,430,372
1,318,939
Pension
Other Benefits
2008
2007
2008
2007
$
$
$
1,221
$
1,321
(5,676
)
(3,984
)
(448,608
)
(397,921
)
(227,180
)
(106,682
)
$
(454,284
)
$
(401,905
)
$
(225,959
)
$
(105,361
)
Pension
Other Benefits
2008
2007
2008
2007
$
304,335
$
268,532
$
224,624
$
106,407
9,946
12,401
(920
)
(1,045
)
12,019
15,024
(245,235
)
(221,787
)
(227,490
)
(116,425
)
(27,239
)
(23,233
)
(2,493
)
(538
)
$
41,807
$
35,913
$
5,740
$
3,423
Other
Pension
Benefits
$
11,064
$
11,094
2,080
(125
)
3,004
$
13,144
$
13,973
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Benefit Costs
Benefit Obligations
For the Years Ended
As of December 31,
December 31,
2008
2007
2008
2007
2006
6.11
%
6.25
%
6.25
%
5.90
%
5.66
%
6.13
%
6.31
%
6.31
%
5.93
%
5.68
%
4.00
%
4.00
%
4.00
%
4.00
%
4.00
%
N/A
N/A
9.00
%
9.00
%
9.00
%
8.00
%
8.00
%
8.00
%
8.00
%
8.00
%
5.00
%
5.00
%
5.00
%
5.00
%
5.00
%
4
4
4
4
4
1% Increase
1% Decrease
$
9
$
(7
)
11
(8
)
103
(83
)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pension
Other Benefits
Asset Category:
2008
2007
Target
Range
2008
2007
Target
Range
40
%
68
%
40%-55
%
52
%
70
%
40%-55
%
54
25
40%-55
%
46
28
40%-55
%
6
7
5%-10
%
2
2
2%-5
%
100
%
100
%
100
%
100
%
Year
Pension
Other Benefits (a)
$
68,795
$
19,709
75,553
22,039
84,022
24,549
94,205
27,135
105,717
30,132
702,148
196,470
(a)
The expected future other benefit payments take into account the Medicare Part
D subsidy.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pinnacle West
Year
Consolidated
APS
$
82
$
76
76
70
71
65
67
62
65
60
135
121
$
496
$
454
Construction
Percent
Plant in
Accumulated
Work in
Owned
Service
Depreciation
Progress
29.1
%
$
1,989,210
$
1,032,195
$
51,621
17.0
%
670,204
309,143
26,693
15.0
%
167,152
102,218
2,633
14.0
%
256,304
149,201
5,102
63.9
%(b)
130,454
42,483
3,548
35.8
%(b)
82,470
25,246
3,620
31.4
%(b)
41,690
12,998
559
23.9
%(b)
9,408
3,994
368
27.5
%(b)
3,459
1,339
17.1
%(b)
36,032
5,577
55.5
%(b)
78,078
5,044
(a)
PacifiCorp owns Cholla Unit 4 and APS operates the unit for PacifiCorp. The common
facilities at Cholla are jointly-owned.
(b)
Weighted average of interests.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Actual
Estimated (a)
2006
2007
2008
2009
2010
2011
2012
2013
Thereafter
$
67
$
70
$
81
$
103
$
83
$
84
$
86
$
88
$
421
(a)
Total take-or-pay commitments are approximately $865 million. The total net
present value of these commitments is approximately $595 million.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2008
2007
$
282
$
268
(2
)
(2
)
19
20
(23
)
(4
)
$
276
$
282
Total
Total
Unrealized
Unrealized
Fair Value
Gains
Losses
$
113
$
18
$
(18
)
228
10
(5
)
2
$
343
$
28
$
(23
)
$
175
$
68
$
204
5
(1
)
$
379
$
73
$
(1
)
(a)
Net payables relate to pending securities sales and purchases.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31,
2008
2007
2006
$
7
$
3
$
9
(8
)
(4
)
318
259
255
Fair Value
$
11
41
47
129
$
228
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2008 Quarter Ended
2008
March 31,
June 30,
September 30,
December 31,
Total
$
736,738
$
926,193
$
1,079,975
194,124
194,909
212,327
38,798
178,875
273,913
(557
)
17,076
75,970
(4,668
)
114,433
150,503
(4,473
)
133,862
151,586
$
(27,006
)
$
(28,165
)
$
(7,074
)
(1,101
)
(1,209
)
(995
)
1,643
(385
)
1,978
650
(148
)
789
1,005
(229
)
1,219
$
709,732
$
898,028
$
1,072,901
$
686,415
$
3,367,076
193,023
193,700
211,332
209,797
807,852
40,441
178,490
275,891
(17,526
)
477,296
93
16,928
76,759
(28,373
)
65,407
(3,663
)
114,204
151,722
(48,706
)
213,557
(4,473
)
133,862
151,586
(38,850
)
242,125
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2007 Quarter Ended
2007
March 31,
June 30,
September 30,
December 31,
Total
$
695,017
$
862,902
$
1,205,234
$
757,985
$
3,521,138
171,578
177,310
178,419
207,398
734,705
68,221
158,769
338,722
53,319
619,031
9,041
40,713
92,055
10,638
152,447
16,464
79,237
201,718
3,713
301,132
16,530
78,994
208,708
2,911
307,143
$
(44,501
)
$
(52,898
)
$
(57,814
)
$
(48,911
)
$
(204,124
)
(1,509
)
(1,466
)
(1,571
)
(1,819
)
(6,365
)
(3,264
)
275
(2,188
)
1,226
(3,951
)
(1,277
)
106
(852
)
486
(1,537
)
(1,984
)
165
(1,324
)
755
(2,388
)
$
650,516
$
810,004
$
1,147,420
$
709,074
$
3,317,014
170,069
175,844
176,848
205,579
728,340
64,957
159,044
336,534
54,545
615,080
7,764
40,819
91,203
11,124
150,910
14,480
79,402
200,394
4,468
298,744
16,530
78,994
208,708
2,911
307,143
2008 Quarter Ended
March 31,
June 30,
September 30,
December 31,
$
(0.05
)
$
1.14
$
1.49
$
(0.04
)
1.33
1.50
$
(0.04
)
$
1.13
$
1.51
$
(0.48
)
(0.04
)
1.33
1.50
(0.39
)
$
(0.05
)
$
1.13
$
1.49
$
(0.04
)
1.33
1.50
$
(0.04
)
$
1.13
$
1.50
$
(0.48
)
(0.04
)
1.33
1.50
(0.39
)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2007 Quarter Ended
March 31,
June 30,
September 30,
December 31,
$
0.16
$
0.79
$
2.01
$
0.04
0.17
0.79
2.08
0.03
$
0.14
$
0.79
$
2.00
$
0.04
0.17
0.79
2.08
0.03
$
0.16
$
0.79
$
2.00
$
0.04
0.16
0.78
2.07
0.03
$
0.14
$
0.79
$
1.99
$
0.04
0.16
0.78
2.07
0.03
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Counterparty
Balance at
Assets
Inputs
Inputs
Netting &
December 31,
Pinnacle West:
(Level 1)
(Level 2)
(Level 3)
Other (a)
2008
$
75
$
$
$
$
75
31
76
51
(92
)
66
33
308
2
343
$
139
$
384
$
51
$
(90
)
$
484
$
(85
)
$
(297
)
$
(58
)
$
244
$
(196
)
(a)
Primarily represents netting under master netting arrangements including margin and
collateral. See Notes 12, 18 and S-3.
Twelve Months Ended
December 31, 2008
$
8
6
(8
)
(39
)
10
16
$
(7
)
$
7
(a)
Transfers reflect fair market value as of the period prior to transfer.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2008
2007
2006
$
2.12
$
2.98
$
3.18
0.28
0.08
0.11
$
2.40
$
3.06
$
3.29
$
2.12
$
2.96
$
3.16
0.28
0.09
0.11
$
2.40
$
3.05
$
3.27
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Weighted-
Average
Aggregate
Weighted-
Remaining
Intrinsic Value
Shares
Average Exercise
Contractual Term
(dollars in
Options
(in thousands)
Price
(Years)
thousands)
861
$
40.84
165
45.18
696
39.81
2.6
$
696
39.81
2.6
$
Shares
Weighted-Average Grant-Date
Nonvested shares
(in thousands)
Fair Value
379
$
43.64
287
36.07
159
41.64
216
43.62
291
39.98
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2008
2008 Grant
2007
2007 Grant
2006 Grant
Shares/
Date Fair
Shares/
Date Fair
2006
Date Fair
Units
Value (a)
Units
Value (a)
Shares
Value (a)
42,552
$
37.00
27,026
$
46.58
$
149,856
37.00
107,891
46.58
193,192
37.00
134,917
48.42
274,070
41.50
12,526
41.50
123,197
49.92
2,000
41.88
18,500
$
31.82
13,750
$
31.82
33,050
$
31.82
(a)
Restricted stock units, performance shares, special grant and stock ownership
incentive awards priced at the closing market price on the grant date.
our regulated electricity segment, which consists of traditional regulated retail
and wholesale electricity businesses (primarily electricity service to Native Load
customers) and related activities and includes electricity generation, transmission and
distribution; and
our real estate segment, which consists of SunCors real estate development and
investment activities.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Business Segments for the Year Ended December 31, 2008
Regulated
Electricity
Segment
Real Estate Segment
All other (a)
Total
$
3,127
$
131
$
109
$
3,367
1,284
46
1,330
927
203
40
1,170
916
(72
)
23
867
383
5
2
390
189
6
2
197
(4
)
(3
)
8
1
348
(80
)
11
279
92
(31
)
4
65
256
(49
)
7
214
23
5
28
$
256
$
(26
)
$
12
$
242
$
10,951
$
523
$
146
$
11,620
$
856
$
41
$
7
$
904
Business Segments for the Year Ended December 31, 2007
Regulated
Electricity
Segment
Real Estate Segment
All other (a)
Total
$
2,918
$
212
$
187
$
3,317
1,141
100
1,241
836
193
60
1,089
941
19
27
987
366
4
2
372
180
4
1
185
(18
)
(10
)
8
(20
)
413
21
16
450
139
7
5
151
274
14
11
299
9
(1
)
8
$
274
$
23
$
10
$
307
$
10,356
$
661
$
145
$
11,162
$
900
$
161
$
3
$
1,064
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Business Segments for the Year Ended December 31, 2006
Regulated
Electricity
Real Estate
Segment
Segment
All other (a)
Total
$
2,635
$
400
$
173
$
3,208
960
106
1,066
791
325
50
1,166
884
75
17
976
354
3
2
359
173
1
2
176
(22
)
(11
)
2
(31
)
379
82
11
472
120
32
4
156
259
50
7
316
10
1
11
$
259
$
60
$
8
$
327
$
662
$
201
$
7
$
870
(a)
All other activities relate to marketing and trading, APSES, Silverhawk and El
Dorado. Income from discontinued operations for 2008 is primarily related to the
resolution of certain tax issues associated with the sale of Silverhawk in 2005. None
of these segments is a reportable segment.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2008
2007
2006
$
(1,874
)
$
1,430
$
(5,666
)
(10
)
320
453
Investments
Deferred
Current
and Other
Current
Credits and
Net Asset
December 31, 2008
Assets
Assets
Liabilities
Other
(Liability)
$
18,759
$
33,675
$
(190,478
)
$
(144,331
)
$
(282,375
)
15,222
50,136
4,247
69,605
400
71,008
13,552
84,960
(1,800
)
(251
)
(2,051
)
$
32,581
$
33,675
$
(69,585
)
$
(126,532
)
$
(129,861
)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investments
Deferred
Current
and Other
Current
Credits and
Net Asset
December 31, 2007
Assets
Assets
Liabilities
Other
(Liability)
$
26,333
$
48,928
$
(30,786
)
$
(4,701
)
$
39,774
30,650
6,148
36,798
622
128
750
$
57,605
$
48,928
$
(24,510
)
$
(4,701
)
$
77,322
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2008
2007
2006
$
7,602
$
11,656
$
18,862
2,499
10,702
10,881
10,782
2,554
1,977
2,336
949
$
12,078
$
24,694
$
44,028
$
(13,030
)
$
(13,993
)
$
(16,200
)
(17,703
)
(2,341
)
(843
)
(9,523
)
(11,577
)
$
(31,576
)
$
(25,857
)
$
(27,777
)
(a)
Includes equity earnings from a real estate joint venture that is a pass-through entity for
tax purposes.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Guarantees
Surety Bonds
Term
Term
Amount
(in years)
Amount
(in years)
$
2
1
$
14
1
11
1
11
1
$
16
$
22
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2008
2007
2006
$
1
$
6
$
3
67
204
195
$
68
$
210
$
198
$
37
$
15
$
17
13
1
(3
)
(1
)
$
47
$
14
$
18
$
23
$
9
$
10
8
(3
)
(1
)
1
$
28
$
8
$
11
(a)
APSES discontinued its commodity-related energy services in 2008 and the
associated revenues and costs were reclassified to discontinued operations in 2008,
2007 and 2006.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
OVER FINANCIAL REPORTING
(ARIZONA PUBLIC SERVICE COMPANY)
Table of Contents
Arizona Public Service Company
Phoenix, Arizona
Table of Contents
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 19, 2009
Table of Contents
STATEMENTS OF INCOME
(dollars in thousands)
Table of Contents
BALANCE SHEETS
(dollars in thousands)
Table of Contents
BALANCE SHEETS
(dollars in thousands)
Table of Contents
STATEMENTS OF CASH FLOWS
(dollars in thousands)
Year Ended December 31,
2008
2007
2006
$
262,344
$
283,940
$
269,730
416,709
395,890
381,173
(80,183
)
(196,136
)
(252,849
)
183,126
231,106
265,337
14,370
(18,636
)
(21,195
)
(14,312
)
145,157
(44,478
)
(305
)
7,792
(6,758
)
6,893
47,566
23,882
20,970
(25,453
)
(29,776
)
(14,381
)
128
(8,056
)
3,666
(5,915
)
(2,797
)
5,825
8,150
34,033
68,803
17,850
11,252
(205,752
)
(132,416
)
27,624
(166,088
)
(92,064
)
27,773
14,340
(23,577
)
2,828
36,765
48,718
22,175
785,260
765,815
393,713
(910,189
)
(924,166
)
(699,946
)
60,292
41,809
51,203
(14,313
)
(12,308
)
(7,336
)
69,225
1,259,203
(36,525
)
(1,291,903
)
317,619
259,026
254,651
(338,361
)
(279,768
)
(275,393
)
5,517
1,211
(4,470
)
(879,435
)
(881,496
)
(713,991
)
395,481
303,684
218,000
7,601
39,548
212,820
(170,000
)
(170,000
)
(170,000
)
(27,717
)
(1,586
)
(86,086
)
113,568
85,962
352,215
19,393
(29,719
)
31,937
52,151
81,870
49,933
$
71,544
$
52,151
$
81,870
$
56,728
$
186,183
$
117,831
$
167,592
$
165,279
$
131,183
Table of Contents
STATEMENTS OF CHANGES IN COMMON STOCK EQUITY
(dollars in thousands)
Table of Contents
Consolidated
APS Supplemental
Footnote Reference
Footnote Reference
Note 1
Note 2
Note 3
Note 4
Note S-1
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
Note 13
Note S-2
Note 14
Note 15
Note 16
Note 17
Note 18
Note S-3
Note 19
Note S-4
Note 20
Note 21
Note 22
Note S-5
Note 23
Table of Contents
NOTES TO FINANCIAL STATEMENTS
2008
2007
$
154,473
$
126,700
12,893
32,481
66,610
(4,547
)
(37,419
)
(35,812
)
(1,418
)
(97,079
)
$
62,409
$
154,473
Table of Contents
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31,
2008
2007
2006
$
(54,719
)
$
168,607
$
114,971
16,823
27,028
21,442
(37,896
)
195,635
136,413
145,157
(44,478
)
2,514
$
107,261
$
151,157
$
138,927
Table of Contents
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31,
2008
2007
2006
$
129,362
$
152,284
$
143,030
14,956
17,540
15,684
(28,873
)
(11,432
)
(10,518
)
(1,921
)
(3,100
)
(3,036
)
(5,755
)
(6,900
)
(4,656
)
(508
)
2,765
(1,577
)
$
107,261
$
151,157
$
138,927
December 31,
2008
2007
$
79,694
$
38,707
(1,401,412
)
(1,250,028
)
$
(1,321,718
)
$
(1,211,321
)
Table of Contents
NOTES TO FINANCIAL STATEMENTS
December 31,
2008
2007
$
194,326
$
214,607
9,428
11,091
4,197
11,727
9,789
26,579
132,383
12,112
265,156
197,620
12,665
14,408
110,019
116,491
737,963
604,635
(1,709,872
)
(1,538,183
)
(20,732
)
(17,483
)
(3,157
)
(43,661
)
(46,593
)
(2,782
)
(186,916
)
(133,120
)
(92,411
)
(80,727
)
(2,059,681
)
(1,815,956
)
$
(1,321,718
)
$
(1,211,321
)
Table of Contents
NOTES TO FINANCIAL STATEMENTS
2008 Quarter Ended,
2008
March 31,
June 30,
September 30,
December 31,
Total
$
625,576
$
831,083
$
1,042,084
$
634,753
$
3,133,496
188,135
187,819
206,526
204,790
787,270
33,628
163,860
202,655
35,257
435,400
(6,364
)
125,382
159,754
(16,428
)
262,344
2007 Quarter Ended,
2007
March 31,
June 30,
September 30,
December 31,
Total
$
538,260
$
721,759
$
1,047,062
$
629,196
$
2,936,277
165,934
170,631
171,963
201,549
710,077
40,589
109,643
238,144
37,619
425,995
4,317
75,090
204,257
276
283,940
2008
2007
2006
$
(1,874
)
$
1,430
$
(5,666
)
(10
)
150
178
Table of Contents
NOTES TO FINANCIAL STATEMENTS
Investments
Deferred
and Other
Current
Credits and
Net Asset
December 31, 2008
Current Assets
Assets
Liabilities
Other
(Liability)
$
18,759
$
33,675
$
(190,478
)
$
(144,331
)
$
(282,375
)
15,222
50,136
4,247
69,605
71,008
13,552
84,560
(1,800
)
(251
)
(2,051
)
$
32,181
$
33,675
$
(69,585
)
$
(126,532
)
$
(130,261
)
Investments
Deferred
and Other
Current
Credits and
Net Asset
December 31, 2007
Current Assets
Assets
Liabilities
Other
(Liability)
$
2,815
$
41,603
$
(26,197
)
$
(4,573
)
$
13,648
30,650
6,148
36,798
622
128
750
$
34,087
$
41,603
$
(19,921
)
$
(4,573
)
$
51,196
Table of Contents
NOTES TO FINANCIAL STATEMENTS
2008
2007
2006
$
3,863
$
10,961
$
16,526
392
1,001
10,782
2,429
3,645
1,976
2,336
949
$
6,231
$
16,727
$
31,902
$
(10,538
)
$
(12,712
)
$
(15,415
)
(5,779
)
(1,981
)
(1,851
)
(9,438
)
(4,814
)
(6,937
)
(6,564
)
$
(30,569
)
$
(21,630
)
$
(23,830
)
(a)
As defined by the FERC, includes below-the-line non-operating utility income
and expense (items excluded from utility rate recovery).
Year Ended December 31,
2008
2007
2006
$
4
$
4
$
6
$
8
$
40
$
210
(a)
Pinnacle West Marketing & Trading ended operations December 2008. These operations were
conducted by a division of Pinnacle West through the end of 2006. By the end of 2008,
substantially all the contracts were transferred to APS or expired.
As of December 31,
2008
2007
$
(1
)
$
11
(11
)
(9
)
$
(12
)
$
2
(a)
Pinnacle West Marketing & Trading began operations in early 2007. These operations
were conducted by a division of Pinnacle West through the end of 2006. By the end of 2008,
substantially all the contracts were transferred to APS or expired.
Table of Contents
NOTES TO FINANCIAL STATEMENTS
Table of Contents
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF INCOME
(in thousands)
Year Ended December 31,
2008
2007(a)
2006
$
52
$
6,708
$
119,224
(19,970
)
(35,541
)
101,360
9,016
5,659
9,607
(10,954
)
(29,882
)
110,967
11,006
36,590
8,257
226,893
287,078
324,504
1,248
225
2,208
228,141
287,303
326,712
17,550
17,190
20,522
221,597
306,703
314,447
(12,374
)
(440
)
(12,898
)
233,971
307,143
327,345
8,154
(90
)
$
242,125
$
307,143
$
327,255
(a)
Pinnacle West Marketing & Trading began operations in early 2007. These operations were
conducted by a division of Pinnacle West through the end of 2006. By the end of 2008,
substantially all the contracts were transferred to APS or expired.
Table of Contents
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
(in thousands)
Balance at December 31,
2008
2007 (a)
$
6,262
$
137
65,576
82,003
367
1,262
72,205
83,402
3,661,710
3,711,737
11,806
20,029
23,591
3,681,739
3,747,134
$
3,753,944
$
3,830,536
$
6,310
$
22,177
(96,188
)
(86,081
)
144,000
115,000
7,682
2
8,027
18,019
62,149
76,799
175,000
175,000
18,027
27,300
22,248
25,489
24,878
70,816
47,126
2,148,469
2,133,733
(146,698
)
(15,863
)
1,444,208
1,413,741
3,445,979
3,531,611
$
3,753,944
$
3,830,536
(a)
Pinnacle West Marketing & Trading began operations in early 2007. These operations were
conducted by a division of Pinnacle West through the end of 2006. By the end of 2008,
substantially all the contracts were transferred to APS or expired.
Table of Contents
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31
2008
2007(a)
2006
$
242,125
$
307,143
$
327,255
(226,893
)
(287,078
)
(324,504
)
210
320
470
31,954
(24,192
)
30,384
(19,975
)
53,228
21,698
38,938
112,543
2,816
(14,134
)
(57,978
)
(55,675
)
(5,230
)
25,127
(49,529
)
(11,602
)
75,605
(7,914
)
(104,968
)
(30,718
)
39,081
12,543
(2,198
)
(18,765
)
(83,993
)
(4,677
)
10,194
14,996
18,065
(22,554
)
(19,796
)
(15,379
)
170,000
180,000
180,000
(147,501
)
147,501
138,875
91,207
178,009
175,000
28,729
87,371
27,900
(204,247
)
(210,473
)
(201,221
)
(115
)
(298,687
)
3,687
19,593
35,834
(171,831
)
(103,624
)
(261,174
)
6,125
126
(85,363
)
137
11
85,374
$
6,262
$
137
$
11
(a)
Pinnacle West Marketing & Trading began operations in early 2007. These operations were
conducted by a division of Pinnacle West through the end of 2006. By the end of 2008,
substantially all the contracts were transferred to APS or expired.
Table of Contents
SCHEDULE II RESERVE FOR UNCOLLECTIBLES
(dollars in thousands)
Column C
Column B
Additions
Column E
Balance at
Charged to
Charged
Balance
Column A
beginning
cost and
to other
Column D
at end of
Description
of period
expenses
accounts
Deductions
period
$
4,782
$
6,177
$
$
7,576
$
3,383
5,597
4,130
4,945
4,782
4,979
4,096
3,478
5,597
Table of Contents
SCHEDULE II RESERVE FOR UNCOLLECTIBLES
(dollars in thousands)
Column C
Column B
Additions
Column E
Balance at
Charged to
Charged
Balance
Column A
beginning
cost and
to other
Column D
at end of
Description
of period
expenses
accounts
Deductions
period
$
4,265
$
5,924
$
$
7,034
$
3,155
4,223
5,059
5,017
4,265
3,568
4,096
3,441
4,223
Table of Contents
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Table of Contents
AND CORPORATE GOVERNANCE OF PINNACLE WEST
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Table of Contents
Number of securities
remaining available
for future issuance
Number of securities
Weighted-average
under equity
to be issued upon
exercise price of
compensation plans
exercise of
outstanding
(excluding securities
outstanding options,
options, warrants
reflected in column
warrants and rights
and rights
(a))
Plan Category
(a)
1
(b)
2
(c)
3
1,987,375
$
39.81
7,078,187
1,987,375
$
39.81
7,078,187
1
This amount includes shares subject to outstanding options as well as 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.
2
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.
3
Awards can take the form of options, stock appreciation rights, restricted stock,
performance shares, performance share units, performance cash, stock grants, dividend equivalents,
and restricted stock units.
.
Table of Contents
DIRECTOR INDEPENDENCE
FEES AND SERVICES
Type of Service
2007
2008
$
1,921,601
$
1,935,056
178,840
233,025
7,751
8,400
(1)
The aggregate fees billed for services rendered for the audit of annual financial statements
and for review of financial statements included in Reports on Form 10-Q.
(2)
The aggregate fees billed for assurance services that are reasonably related to the
performance of the audit or review of the financial statements that are not included in Audit
Fees reported above, which primarily consist of fees for employee benefit plan audits.
(3)
The aggregate fees billed primarily for tax compliance and tax planning.
Table of Contents
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously
Filed as
Exhibit:
a
Filed
Pinnacle West
Articles of
Incorporation,
restated as of May
21, 2008
3.1 to Pinnacle West/APS June 30, 2008
Form 10-Q Report, File Nos. 1-8962 and
1-4473
8-7-08
Pinnacle West
Pinnacle West
Capital Corporation
Bylaws, amended as
of January 21, 2009
APS
Articles of
Incorporation,
restated as of May
25, 1988
4.2 to APS Form S-3 Registration Nos.
33-33910 and 33-55248 by means of
September 24, 1993 Form 8-K Report, File
No. 1-4473
9-29-93
APS
Arizona Public
Service Company
Bylaws, amended as
of December 16,
2008
Pinnacle West
Specimen
Certificate of
Pinnacle West
Capital Corporation
Common Stock, no
par value
4.12 to Pinnacle West April 29, 2005
Form 8-K Report, File No. 1-8962
5-2-05
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously
Filed as
Exhibit:
a
Filed
Pinnacle West
APS
Indenture dated as
of January 1, 1995
among APS and The
Bank of New York
Mellon, as Trustee
4.6 to APS Registration Statement Nos.
33-61228 and 33-55473 by means of
January 1, 1995 Form 8-K Report, File
No. 1-4473
1-11-95
Pinnacle West
APS
First Supplemental
Indenture dated as
of January 1, 1995
4.4 to APS Registration Statement Nos.
33-61228 and 33-55473 by means of
January 1, 1995 Form 8-K Report, File
No. 1-4473
1-11-95
Pinnacle West
APS
Indenture dated as
of November 15,
1996 between APS
and The Bank of New
York, as Trustee
4.5 to APS 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
11-22-96
Pinnacle West
APS
First Supplemental
Indenture dated as
of November 15,
1996
4.6 to APS 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
11-22-96
Pinnacle West
APS
Second Supplemental
Indenture dated as
of April 1, 1997
4.10 to APS Registration Statement Nos.
33-55473, 33-64455 and 333-15379 by
means of April 7, 1997 Form 8-K Report,
File No. 1-4473
4-9-97
Pinnacle West
APS
Third Supplemental
Indenture dated as
of November 1, 2002
10.2 to Pinnacle Wests March 31, 2003
Form 10-Q Report, File No. 1-8962
5-15-03
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously
Filed as
Exhibit:
a
Filed
Pinnacle West
Indenture dated as
of December 1, 2000
between the Company
and The Bank of New
York, as Trustee,
relating to Senior
Unsecured Debt
Securities
4.1 to Pinnacle Wests Registration
Statement No. 333-52476
12-21-00
Pinnacle West
Indenture dated as
of December 1, 2000
between the Company
and The Bank of New
York, as Trustee,
relating to
Subordinated
Unsecured Debt
Securities
4.2 to Pinnacle Wests Registration
Statement No. 333-52476
12-21-00
Pinnacle West
APS
Indenture dated as
of January 15, 1998
between APS and The
Bank of New York
Mellon Trust
Company N.A.
(successor to
JPMorgan Chase
Bank, N.A.,
formerly known as
The Chase Manhattan
Bank), as Trustee
4.10 to APS Registration Statement Nos.
333-15379 and 333-27551 by means of
January 13, 1998 Form 8-K Report, File
No. 1-4473
1-16-98
Pinnacle West
APS
Fifth Supplemental
Indenture dated as
of October 1, 2001
4.1 to APS September 30, 2001 Form
10-Q, File No. 1-4473
11-6-01
Pinnacle West
APS
Sixth Supplemental
Indenture dated as
of March 1, 2002
4.1 to APS Registration Statement Nos.
333-63994 and 333-83398 by means of
February 26, 2002 Form 8-K Report, File
No. 1-4473
2-28-02
Pinnacle West
APS
Seventh
Supplemental
Indenture dated as
of May 1, 2003
4.1 to APS Registration Statement No.
333-90824 by means of May 7, 2003 Form
8-K Report, File No. 1-4473
5-9-03
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Eighth Supplemental
Indenture dated as
of June 15, 2004
4.1 to APS Registration Statement No.
333-106772 by means of June 24, 2004
Form 8-K Report, File No. 1-4473
6-28-04
Pinnacle West
APS
Ninth Supplemental
Indenture dated as
of August 15, 2005
4.1 to APS Registration Statements Nos.
333-106772 and 333-121512 by means of
August 17, 2005 Form 8-K Report, File
No. 1-4473
8-22-05
APS
Tenth Supplemental
Indenture dated as
of August 1, 2006
4.1 to APS July 31, 2006 Form 8-K
Report, File No. 1-4473
8-2-06
Pinnacle West
Amended and
Restated Rights
Agreement, dated as
of March 26, 1999,
between Pinnacle
West Capital
Corporation and
BankBoston, N.A.,
as Rights Agent,
including (i) as
Exhibit A thereto
the form of Amended
Certificate of
Designation of
Series A
Participating
Preferred Stock of
Pinnacle West
Capital
Corporation, (ii)
as Exhibit B
thereto the form of
Rights Certificate
and (iii) as
Exhibit C thereto
the Summary of
Right to Purchase
Preferred Shares
4.1 to Pinnacle Wests March 22, 1999
Form 8-K Report, File No. 1-8962
4-19-99
Pinnacle West
Amendment to Rights
Agreement,
effective as of
January 1, 2002
4.1 to Pinnacle Wests March 31, 2002
Form 10-Q Report, File No. 1-8962
5-15-02
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
Second Amended and
Restated Investors
Advantage Plan
dated as of June
23, 2004
4.4 to Pinnacle Wests June 23, 2004
Form 8-K Report, File No. 1-8962
8-9-04
Pinnacle West
Third Amended and
Restated Investors
Advantage Plan
dated as of
November 25, 2008
4.1 to Pinnacle Wests Form S-3
Registration Statement No. 333-155641
11-25-08
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 Companys total
assets
4.1 to Pinnacle Wests 1987 Form 10-K
Report, File No. 1-8962
3-30-88
Pinnacle West
APS
Agreement, dated
March 21, 1994,
relating to the
filing of
instruments
defining the
rights of holders
of APS long-term
debt not in excess
of 10% of APS
total assets
4.1 to APS 1993 Form 10-K Report, File
No. 1-4473
3-30-94
Pinnacle West
APS
Two separate
Decommissioning
Trust Agreements
(relating to PVNGS
Units 1 and 3,
respectively), each
dated July 1, 1991,
between APS and
Mellon Bank, N.A.,
as Decommissioning
Trustee
10.2 to APS September 30, 1991 Form
10-Q Report, File No. 1-4473
11-14-91
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Amendment No. 1 to
Decommissioning
Trust Agreement
(PVNGS Unit 1),
dated as of
December 1, 1994
10.1 to APS 1994 Form
10- K Report, File No. 1-4473
3-30-95
Pinnacle West
APS
Amendment No. 1 to
Decommissioning
Trust Agreement
(PVNGS Unit 3),
dated as of
December 1, 1994
10.2 to APS 1994 Form
10-K Report, File No. 1-4473
3-30-95
Pinnacle West
APS
Amendment No. 2 to
APS Decommissioning
Trust Agreement
(PVNGS Unit 1)
dated as of July 1,
1991
10.4 to APS 1996 Form
10-K Report , File No. 1-4473
3-28-97
Pinnacle West
APS
Amendment No. 2 to
APS Decommissioning
Trust Agreement
(PVNGS Unit 3)
dated as of July 1,
1991
10.6 to APS 1996 Form
10-K Report, File No. 1-4473
3-28-97
Pinnacle West
APS
Amendment No. 3 to
the Decommissioning
Trust Agreement
(PVNGS Unit 1),
dated as of March
18, 2002
10.2 to Pinnacle Wests March 31, 2002
Form 10-Q Report, File No. 1-8962
5-15-02
Pinnacle West
APS
Amendment No. 3 to
the Decommissioning
Trust Agreement
(PVNGS Unit 3),
dated as of March
18, 2002
10.4 to Pinnacle Wests March 2002 Form
10-Q Report, File No. 1-8962
5-15-02
Pinnacle West
APS
Amendment No. 4 to
the Decommissioning
Trust Agreement
(PVNGS Unit 1),
dated as of
December 19, 2003
10.3 to Pinnacle Wests 2003 Form 10-K
Report, File No. 1-8962
3-15-04
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Amendment No. 4 to
the Decommissioning
Trust Agreement
(PVNGS Unit 3),
dated as of
December 19, 2003
10.5 to Pinnacle Wests 2003 Form 10-K
Report, File No. 1-8962
3-15-04
Pinnacle West
APS
Amendment No. 5 to
the Decommissioning
Trust Agreement
(PVNGS Unit 1),
dated as of May 1,
2007
10.1 to Pinnacle West/APS March 31, 2007
Form 10-Q Report, File Nos. 1-8962 and
1-4473
5-9-07
Pinnacle West
APS
Amendment No. 5 to
the Decommissioning
Trust Agreement
(PVNGS Unit 3),
dated as of May 1,
2007
10.2 to Pinnacle West/APS March 31, 2007
Form 10-Q Report, File Nos. 1-8962 and
104473
5-9-07
Pinnacle West
APS
Amended and
Restated
Decommissioning
Trust Agreement
(PVNGS 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 PVNGS Unit 2
10.1 to Pinnacle Wests 1991 Form 10-K
Report, File No. 1-8962
3-26-92
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
First Amendment to
Amended and
Restated
Decommissioning
Trust Agreement
(PVNGS Unit 2),
dated as of
November 1, 1992
10.2 to APS 1992 Form
10-K Report, File No. 1-4473
3-30-93
Pinnacle West
APS
Amendment No. 2 to
Amended and
Restated
Decommissioning
Trust Agreement
(PVNGS Unit 2),
dated as of
November 1, 1994
10.3 to APS 1994 Form
10-K Report, File No. 1-4473
3-30-95
Pinnacle West
APS
Amendment No. 3 to
Amended and
Restated
Decommissioning
Trust Agreement
(PVNGS Unit 2),
dated as of June
20, 1996
10.1 to APS June 30, 1996 Form 10-Q
Report, File No. 1-4473
8-9-96
Pinnacle West
APS
Amendment No. 4 to
Amended and
Restated
Decommissioning
Trust Agreement
(PVNGS Unit 2)
dated as of
December 16, 1996
APS 10.5 to APS 1996 Form 10-K Report,
File No. 1-4473
3-28-97
Pinnacle West
APS
Amendment No. 5 to
the Amended and
Restated
Decommissioning
Trust Agreement
(PVNGS Unit 2),
dated as of June
30, 2000
10.1 to Pinnacle Wests March 31, 2002
Form 10-Q Report, File No. 1-8962
5-15-02
Pinnacle West
APS
Amendment No. 6 to
the Amended and
Restated
Decommissioning
Trust Agreement
(PVNGS Unit 2),
dated as of March
18, 2002
10.3 to Pinnacle Wests March 31, 2002
Form 10-Q Report, File No. 1-8962
5-15-02
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Amendment No. 7 to
the Amended and
Restated
Decommissioning
Trust Agreement
(PVNGS Unit 2),
dated as of
December 19, 2003
10.4 to Pinnacle Wests 2003 Form 10-K
Report, File No. 1-8962
3-15-04
Pinnacle West
APS
Amendment No. 8 to
the Amended and
Restated
Decommissioning
Trust Agreement
(PVNGS Unit 2),
dated as of April
1, 2007
10.1.2h to Pinnacle Wests 2007 Form
10-K Report, File No. 1-8962
2-27-08
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 1988 Form
10-K Report, File No. 1-4473
3-8-89
Pinnacle West
APS
Third Amendment to
the Arizona Public
Service Company
Deferred
Compensation Plan,
effective as of
January 1, 1993
10.3A to APS 1993 Form
10-K Report, File No. 1-4473
3-30-94
Pinnacle West
APS
Fourth Amendment to
the Arizona Public
Service Company
Deferred
Compensation Plan
effective as of May
1, 1993
10.2 to APS September 30, 1994 Form
10-Q Report, File No. 1-4473
11-10-94
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Fifth Amendment to
the Arizona Public
Service Company
Deferred
Compensation Plan
effective January
1, 1997
10.3A to APS 1996 Form 10-K Report,
File No. 1-4473
3-28-97
Pinnacle West
APS
Sixth Amendment to
the Arizona Public
Service Company
Deferred
Compensation Plan
effective January
1, 2001
10.8A to Pinnacle Wests 2000 Form 10-K
Report, File No. 1-8962
3-14-01
Pinnacle West
APS
Directors Deferred
Compensation Plan,
as restated,
effective January
1, 1986
10.1 to APS June 30, 1986 Form 10-Q
Report, File No. 1-4473
8-13-86
Pinnacle West
APS
Second Amendment to
the Arizona Public
Service Company
Directors Deferred
Compensation Plan,
effective as of
January 1, 1993
10.2A to APS 1993 Form
10-K Report, File No. 1-4473
3-30-94
Pinnacle West
APS
Third Amendment to
the Arizona Public
Service Company
Directors Deferred
Compensation Plan,
effective as of May
1, 1993
10.1 to APS September 30, 1994 Form
10-Q Report, File No. 1-4473
11-10-94
Pinnacle West
APS
Fourth Amendment to
the Arizona Public
Service Company
Directors Deferred
Compensation Plan,
effective as of
January 1, 1999
10.8A to Pinnacle Wests 1999 Form 10-K
Report, File No. 1-8962
3-30-00
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Trust for the
Pinnacle West
Capital
Corporation,
Arizona Public
Service Company and
SunCor Development
Company Deferred
Compensation Plans
dated August 1,
1996
10.14A to Pinnacle Wests 1999 Form 10-K
Report, File No. 1-8962
3-30-00
Pinnacle West
APS
First Amendment
dated December 7,
1999 to the Trust
for the Pinnacle
West Capital
Corporation,
Arizona Public
Service Company and
SunCor Development
Company Deferred
Compensation Plans
10.15A to Pinnacle Wests 1999 Form 10-K
Report, File No. 1-8962
3-30-00
Pinnacle West
APS
Pinnacle West
Capital
Corporation,
Arizona Public
Service Company,
SunCor Development
Company and El
Dorado Investment
Company Deferred
Compensation Plan
as amended and
restated effective
January 1, 1996
10.10A to APS 1995 Form 10-K Report,
File No. 1-4473
3-29-96
Pinnacle West
APS
First Amendment
effective as of
January 1, 1999, to
the Pinnacle West
Capital
Corporation,
Arizona Public
Service Company,
SunCor Development
Company and El
Dorado Investment
Company Deferred
Compensation Plan
10.7A to Pinnacle Wests 1999 Form 10-K
Report, File No. 1-8962
3-30-00
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Second Amendment
effective January
1, 2000 to the
Pinnacle West
Capital
Corporation,
Arizona Public
Service Company,
SunCor Development
Company and El
Dorado Investment
Company Deferred
Compensation Plan
10.10A to Pinnacle Wests 1999 Form 10-K
Report, File No. 1-8962
3-30-00
Pinnacle West
APS
Third Amendment to
the Pinnacle West
Capital
Corporation,
Arizona Public
Service Company,
SunCor Development
Company and El
Dorado Investment
Company Deferred
Compensation Plan,
effective as of
January 1, 2002
10.3 to Pinnacle Wests March 31, 2003
Form 10-Q Report, File No. 1-8962
5-15-03
Pinnacle West
APS
Fourth Amendment to
the Pinnacle West
Capital
Corporation,
Arizona Public
Service Company,
SunCor Development
Company and El
Dorado Investment
Company Deferred
Compensation Plan,
effective January
1, 2003
10.64 to Pinnacle West/APS 2005 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-13-06
Pinnacle West
APS
Schedules of
William J. Post and
Jack E. Davis to
Arizona Public
Service Company
Deferred
Compensation Plan,
as amended
10.3A to Pinnacle West 2002 Form 10-K
Report, File No. 1-8962
3-31-03
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Deferred
Compensation Plan
of 2005 for
Employees of
Pinnacle West
Capital Corporation
and Affiliates
Pinnacle West
APS
Pinnacle West
Capital Corporation
Supplement Excess
Benefit Retirement
Plan, amended and
restated as of
January 1, 2003
10.7A to Pinnacle Wests 2003 Form 10-K
Report, File No. 1-8962
3-15-04
Pinnacle West
APS
Pinnacle West
Capital Corporation
Supplemental Excess
Benefit Retirement
Plan, as amended
and restated, dated
December 18, 2003
10.48b to Pinnacle West/APS 2005 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-13-06
Pinnacle West
APS
Pinnacle West
Capital Corporation
Supplemental Excess
Benefit Retirement
Plan of 2005
Pinnacle West
APS
Letter Agreement
dated December 21,
1993, between APS
and William L.
Stewart
10.6A to APS 1994 Form 10-K Report,
File No. 1-4473
3-30-95
Pinnacle West
APS
Letter Agreement
dated August 16,
1996 between APS
and William L.
Stewart
10.8 to APS 1996 Form
10-K Report, File No. 1-4473
3-28-97
Pinnacle West
APS
Letter Agreement
dated October 3,
1997 between APS
and William L.
Stewart
10.2 to APS September 30, 1997 Form
10-Q Report, File No. 1-4473
11-12-97
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Letter Agreement
dated December 13,
1999 between APS
and William L.
Stewart
10.9A to Pinnacle Wests 1999 Form 10-K
Report, File No. 1-8962
3-30-00
Pinnacle West
APS
Amendment to Letter
Agreement,
effective as of
January 1, 2002,
between APS and
William L. Stewart
10.1 to Pinnacle Wests June 30, 2002
Form 10-Q Report, File No. 1-8962
8-13-02
Pinnacle West
APS
Letter Agreement
dated June 28, 2001
between Pinnacle
West Capital
Corporation and
Steve Wheeler
10.4A to Pinnacle Wests 2002 Form 10-K
Report, File No. 1-8962
3-31-03
APS
Letter Agreement
dated December 20,
2006 between APS
and Randall K.
Edington
10.78 to Pinnacle West/APS 2006 Form
10-K Report, File Nos. 1-8962 and 1-4473
2-28-07
APS
Letter Agreement
dated July 22, 2008
between APS and
Randall K. Edington
10.3 to Pinnacle West/APS June 30, 2008
Form 10-Q Report, File No. 1-4473
8-07-08
Pinnacle West
APS
Letter Agreement
dated June 17, 2008
between Pinnacle West/APS and James
R. Hatfield
10.1 to Pinnacle West/APS June 30, 2008
Form 10-Q Report, File Nos. 1-8962 and
1-4473
8-07-08
APS
Description of 2008
Palo Verde Specific
Compensation
Opportunity for
Randall K. Edington
10.7 to Pinnacle West/APS June 30, 2008
Form 10-Q Report, File No. 1-4473
8-07-08
APS
Supplemental
Agreement dated
December 26, 2008 between
APS and Randall K.
Edington
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Key Executive
Employment and
Severance Agreement
between Pinnacle
West and certain
executive officers
of Pinnacle West
and its
subsidiaries
10.77 to Pinnacle West/APS 2005 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-13-06
Pinnacle West
APS
Form of Amended and
Restated Key
Executive
Employment and
Severance Agreement
between Pinnacle
West and certain
officers of
Pinnacle West and
its subsidiaries
10.4 to Pinnacle West/APS September 30,
2007 Form 10-Q Report, File Nos. 1-8962
and 1-4473
11-5-07
Pinnacle West
APS
Form of Key
Executive
Employment and
Severance Agreement
between Pinnacle
West and certain
officers of
Pinnacle West and
its subsidiaries
10.3 to Pinnacle West/APS September 30,
2007 Form 10-Q Report, File Nos. 1-8962
and 1-4473
11-5-07
Pinnacle West
APS
Pinnacle West
Capital Corporation
1994 Long-Term
Incentive Plan,
effective as of
March 23, 1994
Appendix A to the Proxy Statement for
the Plan Report for Pinnacle Wests 1994
Annual Meeting of Shareholders, File
No. 1-8962
4-15-94
Pinnacle West
APS
First Amendment
dated December 7,
1999 to the
Pinnacle West
Capital Corporation
1994 Long-Term
Incentive Plan
10.12A to Pinnacle Wests 1999 Form 10-K
Report, File No. 1-8962
3-30-00
Pinnacle West
APS
Pinnacle West Capital Corporation
2002 Long-Term
Incentive Plan
10.5A to Pinnacle Wests 2002 Form 10-K Report
3-31-03
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Performance Share
Agreement under the
Pinnacle West
Capital Corporation
2002 Long-Term
Incentive Plan
10.1 to Pinnacle West/APS December 9,
2005 Form 8-K Report, File Nos. 1-8962
and 1-4473
12-15-05
Pinnacle West
APS
Performance Share
Agreement under the
Pinnacle West
Capital Corporation
2002 Long-Term
Incentive Plan
10.1 to Pinnacle West/APS December 31,
2005 Form
8-K Report, File Nos. 1-8962 and 1-4473
2-1-06
Pinnacle West
APS
Performance
Accelerated Stock
Option Agreement
under Pinnacle West
Capital Corporation
2002 Long-Term
Incentive Plan
10.98 to Pinnacle West/APS 2004 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-16-05
Pinnacle West
APS
Stock Ownership
Incentive Agreement
under Pinnacle West
Capital Corporation
2002 Long-Term
Incentive Plan
10.99 to Pinnacle West/APS 2004 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-16-05
Pinnacle West
APS
Performance Share
Agreement under the
Pinnacle West
Capital Corporation
2002 Long-Term
Incentive Plan
10.91 to Pinnacle West/APS 2005 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-13-06
Pinnacle West
Pinnacle West
Capital Corporation
2000 Director
Equity Plan
99.1 to Pinnacle Wests Registration
Statement on Form S-8 (No. 333-40796),
File No. 1-8962)
7-3-00
Pinnacle West
Pinnacle West
Capital Corporation
2007 Long-Term
Incentive Plan
Appendix B to the Proxy Statement for
Pinnacle Wests 2007 Annual Meeting of
Shareholders, File No. 1-8962
4-20-07
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
First Amendment to
the Pinnacle West
Capital Corporation
2007 Long-Term
Incentive Plan
10.2 to Pinnacle West/APS April 18, 2007
Form 8-K Report, File No. 1-8962
4-20-07
Pinnacle West
Description of
Annual Stock Grants
to Non-Employee
Directors
10.1 to Pinnacle West/APS September 30,
2007 Form 10-Q Report, File No. 1-8962
11-5-07
Pinnacle West
Description of
Stock Grant to W.
Douglas Parker
10.2 to Pinnacle West/APS September 30,
2007 Form 10-Q Report, File No. 1-8962
11-5-07
Pinnacle West
Description of
Annual Stock Grants
to Non-Employee
Directors
10.2 to Pinnacle West/APS June 30, 2008
Form 10-Q Report, File No. 1-8962
8-07-08
Pinnacle West
APS
Summary of 2009 CEO
Variable Incentive
Plan and Officer
Variable Incentive
Plan
Pinnacle West
APS
Indenture of Lease
with Navajo Tribe
of Indians, Four
Corners Plant
5.01 to APS Form S-7 Registration
Statement, File No. 2-59644
9-1-77
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 Form S-7 Registration
Statement, File No. 2-59644
9-1-77
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 Wests Registration
Statement on Form 8-B Report, File No.
1-8962
7-25-85
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Application and
Grant of
multi-party
rights-of-way and
easements, Four
Corners Plant Site
5.04 to APS Form S-7 Registration
Statement, File No. 2-59644
9-1-77
Pinnacle West
APS
Application and
Amendment No. 1 to
Grant of
multi-party
rights-of-way and
easements, Four
Corners Power Plant
Site dated April
25, 1985
10.37 to Pinnacle Wests Registration
Statement on Form 8-B, File No. 1-8962
7-25-85
Pinnacle West
APS
Application and
Grant of Arizona
Public Service
Company rights-
of-way and
easements, Four
Corners Plant Site
5.05 to APS Form S-7 Registration
Statement, File No. 2-59644
9-1-77
Pinnacle West
APS
Application and
Amendment No. 1 to
Grant of Arizona
Public Service
Company
rights-of-way and
easements, Four
Corners Power Plant
Site dated April
25, 1985
10.38 to Pinnacle Wests Registration
Statement on Form 8-B, File No. 1-8962
7-25-85
Pinnacle West
APS
Four Corners
Project Co-Tenancy
Agreement Amendment
No. 6
10.7 to Pinnacle Wests 2000 Form 10-K
Report, File No. 1-8962
3-14-01
Pinnacle West
APS
Indenture of Lease,
Navajo Units 1, 2,
and 3
5(g) to APS Form S-7 Registration
Statement, File No. 2-36505
3-23-70
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
3-23-70
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Water Service
Contract Assignment
with the United
States Department
of Interior, Bureau
of Reclamation,
Navajo Plant
5(l) to APS Form S-7 Registration
Statement, File No. 2-394442
3-16-71
Pinnacle West
APS
Navajo Project
Co-Tenancy
Agreement dated as
of March 23, 1976,
and Supplement No.
1 thereto dated as
of October 18,
1976, Amendment No.
1 dated as of July
5, 1988, and
Amendment No. 2
dated as of June
14, 1996; Amendment
No. 3 dated as of
February 11, 1997;
Amendment No. 4
dated as of January
21, 1997; Amendment
No. 5 dated as of
January 23, 1998;
Amendment No. 6
dated as of July
31, 1998
10.107 to Pinnacle West/APS 2005 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-13-06
Pinnacle West
APS
Navajo Project
Participation
Agreement dated as
of September 30,
1969, and Amendment
and Supplement No.
1 dated as of
January 16, 1970,
and Coordinating
Committee Agreement
No. 1 dated as of
September 30, 1971
10.108 to Pinnacle West/APS 2005 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-13-06
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Arizona Nuclear
Power Project
Participation
Agreement, dated
August 23, 1973,
among APS Salt
River Project
Agricultural
Improvement and
Power District,
Southern California
Edison Company,
Public Service
Company of New
Mexico, El Paso
Electric Company,
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 1988 Form
10-K Report, File No. 1-4473
3-8-89
Pinnacle West
APS
Amendment No. 13,
dated as of April
22, 1991, to
Arizona Nuclear
Power Project
Participation
Agreement, dated
August 23, 1973,
among APS, Salt
River Project
Agricultural
Improvement and
Power District,
Southern California
Edison Company,
Public Service
Company of New
Mexico, El Paso
Electric Company,
Southern California
Public Power
Authority, and
Department of Water
and Power of the
City of Los Angeles
10.1 to APS March 31, 1991 Form 10-Q
Report, File No. 1-4473
5-15-91
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Amendment No. 14 to
Arizona Nuclear
Power Project
Participation
Agreement, dated
August 23, 1973,
among APS, Salt
River Project
Agricultural
Improvement and
Power District,
Southern California
Edison Company,
Public Service
Company of New
Mexico, El Paso
Electric Company,
Southern California
Public Power
Authority, and
Department of Water
and Power of the
City of Los Angeles
99.1 to Pinnacle Wests June 30, 2000
Form 10-Q Report, File No. 1-8962
8-14-00
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 June 30, 1991 Form 10-Q
Report, File No. 1-4473
8-8-91
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 June 30, 1991 Form 10-Q
Report, File No. 1-4473
8-8-91
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Amendment No. 1
dated April 5, 1995
to the Long-Term
Power Transaction
Agreement and Asset
Purchase and Power
Exchange Agreement
between PacifiCorp
and APS
10.3 to APS 1995 Form 10-K Report, File
No. 1-4473
3-29-96
Pinnacle West
APS
Restated
Transmission
Agreement between
PacifiCorp and APS
dated April 5, 1995
10.4 to APS 1995 Form
10-K Report, File No. 1-4473
3-29-96
Pinnacle West
APS
Contract among
PacifiCorp, APS and
United States
Department of
Energy Western Area
Power
Administration,
Salt Lake Area
Integrated Projects
for Firm
Transmission
Service dated May
5, 1995
10.5 to APS 1995 Form
10-K Report, File No. 1-4473
3-29-96
Pinnacle West
APS
Reciprocal
Transmission
Service Agreement
between APS and
PacifiCorp dated as
of March 2, 1994
10.6 to APS 1995 Form
10-K Report, File No. 1-4473
3-29-96
Pinnacle West
APS
Amended and
Restated
Reimbursement
Agreement among
APS, the Banks
party thereto, and
JPMorgan Chase
Bank, as
Administrative
Agent and Issuing
Bank, dated as of
July 22, 2002
10.100 to Pinnacle West/APS 2004 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-16-05
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Three-Year Credit
Agreement dated as
of May 21, 2004
between APS as
Borrower, and the
banks, financial
institutions and
other institutional
lenders and initial
issuing banks
listed on the
signature pages
thereof
10.101 to Pinnacle West/APS 2004 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-16-05
Pinnacle West
APS
Amended and
Restated Five-Year
Credit Agreement
dated as of
December 9, 2005
between APS, as
Borrower, Citibank,
N.A., as Agent, and
the lenders and
other parties
thereto
10.95 to Pinnacle West/APS 2005 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-13-06
Pinnacle West
$200,000,000 Senior
Notes Uncommitted
Master Shelf
Agreement dated as
of February 28,
2006
10.96 to Pinnacle West 2005 Form 10-K
Report, File No. 1-8962
3-13-06
Pinnacle West
Amended and
Restated Credit
Agreement dated as
of December 9, 2005
among Pinnacle West
Capital
Corporation, as
Borrower, JPMorgan
Chase Bank, N.A.,
as Agent, and the
other agent parties
thereto
10.97 to Pinnacle West 2005 Form 10-K
Report, File No. 1-8962
3-13-06
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
First Amendment to
Amended and
Restated Credit
Agreement, dated as
of May 15, 2006,
supplementing and
amending the
Amended and
Restated Credit
Agreement, dated as
of December 9,
2005, among
Pinnacle West
Capital
Corporation, as
Borrower, JPMorgan
Chase Bank, N.A. as
Agent and the other
parties thereto
10.1 to Pinnacle Wests June 30, 2006
Form 10-Q Report, File No. 1-8962
8-8-06
Pinnacle West
APS
Credit Agreement
dated as of October
19, 2004 among
Pinnacle West,
other lenders, and
JPMorgan Chase
Bank, as
Administrative
Agent
10.1 to Pinnacle Wests September 30,
2004 Form 10-Q Report, File No. 1-8962
11-8-04
APS
$500,000,000
Five-Year Credit
Agreement dated as
of September 28,
2006 among Arizona
Public Service
Company as
Borrower, Bank of
America, N.A. as
Administrative
Agent and Issuing
Bank, The Bank of
New York as
Syndication Agent
and Issuing Bank
and the other
parties thereto
10.1 to APS September 2006 Form 10-Q
Report, File No. 1-4473
11-8-06
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Amended and
Restated
Reimbursement
Agreement among
Arizona Public
Service Company,
The Banks party
thereto and
JPMorgan Chase
Bank, N.A., as
Administrative
Agent and Issuing
Bank, and Barclays
Bank PLC, as
Syndication Agent,
dated as of May 19,
2005
99.6 to PinnacleWest/APS June 30, 2005
Form 10-Q Report, File Nos. 1-8962 and
1-4473
8-9-05
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 Form S-3 Registration
Statement, File No. 33-9480
10-24-86
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 September 30, 1986 Form
10-Q Report by means of Amendment No. 1
on December 3, 1986 Form 8, File No.
1-4473
12-4-86
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
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 1988 Form
10-K Report, File No. 1-4473
3-8-89
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 1992 Form
10-K Report, File No. 1-4473
3-30-93
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 November 18, 1986 Form 8-K
Report, File No. 1-4473
1-20-87
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
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 Form S-3 Registration
Statement No. 33-9480 by means of
August 1, 1987 Form 8-K Report, File No.
1-4473
8-24-87
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 1992 Form
10-K Report, File No. 1-4473
3-30-93
Pinnacle West
APS
Agreement No. 13904
(Option and
Purchase of
Effluent) with
Cities of Phoenix,
Glendale, Mesa,
Scottsdale, Tempe,
Town of Youngtown,
and Salt River
Project
Agricultural
Improvement and
Power District,
dated April 23,
1973
10.3 to APS 1991 Form
10-K Report, File No. 1-4473
3-19-92
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Agreement between
Pinnacle West
Energy Corporation
and Arizona Public
Service Company for
Transportation and
Treatment of
Effluent by and
between Pinnacle
West Energy
Corporation and APS
dated as of the
10
th
day
of April, 2001
10.102 to Pinnacle West/APS 2004 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-16-05
Pinnacle West
APS
Agreement for the
Transfer and Use of
Wastewater and
Effluent by and
between APS, SRP
and PWE dated June
1, 2001
10.103 to Pinnacle West/APS 2004 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-16-05
Pinnacle West
APS
Agreement for the
Sale and Purchase
of Wastewater
Effluent dated
November 13, 2000,
by and between the
City of Tolleson,
Arizona, APS and
SRP
10.104 to Pinnacle West/APS 2004 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-16-05
Pinnacle West
APS
Operating Agreement
for the
Co-Ownership of
Wastewater Effluent
dated November 16,
2000 by and between
APS and SRP
10.105 to Pinnacle West/APS 2004 Form
10-K Report, File Nos. 1-8962 and 1-4473
3-16-05
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Agreement for the
Sale and Purchase
of Wastewater
Effluent with City
of Tolleson and
Salt River
Agricultural
Improvement and
Power District,
dated June 12,
1981, including
Amendment No. 1
dated as of
November 12, 1981
and Amendment No. 2
dated as of June 4,
1986
10.4 to APS 1991 Form 10-K Report, File
1-4473
3-19-92
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 Wests Form S-14
Registration Statement, File No. 2-96386
3-13-85
Pinnacle West
APS
Territorial
Agreement between
APS and Salt River
Project
10.1 to APS March 31, 1998 Form 10-Q
Report, File No. 1-4473
5-15-98
Pinnacle West
APS
Power Coordination
Agreement between
APS and Salt River
Project
10.2 to APS March 31, 1998 Form 10-Q
Report, File No. 1-4473
5-15-98
Pinnacle West
APS
Memorandum of
Agreement between
APS and Salt River
Project
10.3 to APS March 31, 1998 Form 10-Q
Report, File No. 1-4473
5-15-98
Pinnacle West
APS
Addendum to
Memorandum of
Agreement between
APS and Salt River
Project dated as of
May 19, 1998
10.2 to APS May 19, 1998 Form 8-K
Report, File No. 1-4473
6-26-98
Pinnacle West
Ratio of Earnings
to Fixed Charges
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
APS
Ratio of Earnings
to Fixed Charges
Pinnacle West
Ratio of Earnings
to Combined Fixed
Charges and
Preferred Stock
Dividend
Requirements
Pinnacle West
Subsidiaries of
Pinnacle West
Pinnacle West
Consent of Deloitte
& Touche LLP
APS
Consent of Deloitte
& Touche LLP
Pinnacle West
Certificate of
William J. Post,
Chief Executive
Officer, pursuant
to Rule 13a-14(a)
and Rule 15d-14(a)
of the Securities
Exchange Act, as
amended
Pinnacle West
Certificate of
James R. Hatfield,
Chief Financial
Officer, pursuant
to Rule 13a-14(a)
and Rule 15d-14(a)
of the Securities
Exchange Act, as
amended
APS
Certificate of
Donald E. Brandt,
Chief Executive
Officer, pursuant
to Rule 13a-14(a)
and Rule 15d-14(a)
of the Securities
Exchange Act, as
amended
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
APS
Certificate of
James R. Hatfield,
Chief Financial
Officer, pursuant
to Rule 13a-14(a)
and Rule 15d-14(a)
of the Securities
Exchange Act, as
amended
Pinnacle West
Certification of
Chief Executive
Officer and Chief
Financial Officer,
pursuant to 18
U.S.C. Section
1850, as adopted
pursuant to Section
906 of the
Sarbanes-Oxley Act
of 2002
APS
Certification of
Chief Executive
Officer and Chief
Financial Officer,
pursuant to 18
U.S.C. Section
1850, as adopted
pursuant to Section
906 of the
Sarbanes-Oxley Act
of 2002
Pinnacle West
APS
Collateral Trust
Indenture among
PVNGS II Funding
Corp., Inc., APS
and Chemical Bank,
as Trustee
4.2 to APS 1992 Form 10-K Report, File
No. 1-4473
3-30-93
Pinnacle West
APS
Supplemental
Indenture to
Collateral Trust
Indenture among
PVNGS II Funding
Corp., Inc., APS
and Chemical Bank,
as Trustee
4.3 to APS 1992 Form 10-K Report, File
No. 1-4473
3-30-93
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
Participation
28.1 to APS September 30, 1992 Form
11-9-92
APS
Agreement, dated as
of August 1, 1986,
among PVNGS 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-Q Report, File No. 1-4473
Pinnacle West
APS
Amendment No. 1
dated as of
November 1, 1986,
to Participation
Agreement, dated as
of August 1, 1986,
among PVNGS 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 September 30, 1986 Form
10-Q Report by means of Amendment No.
1, on December 3, 1986 Form 8, File No.
1-4473
12-4-86
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Amendment No. 2,
dated as of March
17, 1993, to
Participation
Agreement, dated
as of August 1,
1986, among PVNGS
Funding Corp.,
Inc., PVNGS 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 1992 Form
10-K Report, File No. 1-4473
3-30-93
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 Form S-3 Registration
Statement, File No. 33-9480
10-24-86
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
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 September 30, 1986 Form
10-Q Report by means of Amendment No. 1
on December 3, 1986 Form 8, File No.
1-4473
12-4-86
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 1992 Form
10-K Report, File No. 1-4473
3-30-93
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 Form S-3 Registration
Statement, File No. 33-9480
10-24-86
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
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 September 30, 1986 Form
10-Q Report by means of Amendment No. l
on December 3, 1986 Form 8, File No.
1-4473
12-4-86
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 1992 Form
10-K Report, File No. 1-4473
3-30-93
Pinnacle West
APS
Participation
Agreement, dated as
of December 15,
1986, among PVNGS
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 September 30, 1992 Form
10-Q Report, File No. 1-4473
11-9-92
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
Pinnacle West
APS
Amendment No. 1,
dated as of August
1, 1987, to
Participation
Agreement, dated as
of December 15,
1986, among PVNGS
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 Form S-3 Registration
Statement No. 33-9480 by means of a
November 6, 1986 Form 8-K Report, File
No. 1-4473
8-10-87
Pinnacle West
APS
Amendment No. 2,
dated as of March
17, 1993, to
Participation
Agreement, dated as
of December 15,
1986, among PVNGS
Funding Corp.,
Inc., PVNGS 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 1992 Form
10-K Report, File No. 1-4473
3-30-93
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
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 November 18, 1986 Form
10-K Report, File No. 1-4473
1-20-87
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 Form S-3 Registration
Statement No. 33-9480 by means of August
1, 1987 Form 8-K Report, File No. 1-4473
8-24-87
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
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 1992 Form 10-K Report, File
No. 1-4473
3-30-93
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 November 18, 1986 Form 8-K
Report, File No. 1-4473
1-20-87
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 1992 Form
10-K Report, File No. 1-4473
3-30-93
Pinnacle West
APS
Indemnity Agreement
dated as of March
17, 1993 by APS
28.3 to APS 1992 Form
10-K Report, File No. 1-4473
3-30-93
Table of Contents
Exhibit
Date
No.
Registrant(s)
Description
Previously Filed as Exhibit:
a
Filed
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 Form S-3 Registration
Statement No. 33-9480 by means of a
November 6, 1986 Form 8-K Report, File
No. 1-4473
8-10-87
Pinnacle West
APS
Arizona Corporation
Commission Order,
Decision No. 61969,
dated September 29,
1999, including the
Retail Electric
Competition Rules
10.2 to APS September 30, 1999 Form
10-Q Report, File No. 1-4473
11-15-99
Pinnacle West
Purchase Agreement
by and among
Pinnacle West
Energy Corporation
and GenWest, L.L.C.
and Nevada Power
Company, dated June
21, 2005
99.5 to Pinnacle West/APS June 30, 2005
Form 10-Q Report, File Nos. 1-8962 and
1-4473
8-9-05
a
Reports filed under File No. 1-4473 and 1-8962 were filed in the office of the
Securities and Exchange Commission located in Washington, D.C.
b
Management contract or compensatory plan or arrangement to be filed as an exhibit
pursuant to Item 15(b) of Form 10-K.
c
An additional document, substantially identical in all material respects to this
Exhibit, has been entered into, relating to an additional Equity Participant. Although such
additional document
may differ in other respects (such as dollar amounts, percentages, tax indemnity matters, and dates
of execution), there are no material details in which such document differs from this Exhibit.
d
Additional agreements, substantially identical in all material respects to this
Exhibit have been entered into with additional persons. Although such additional documents may
differ in other respects (such as dollar amounts and dates of execution), there are no material
details in which such agreements differ from this Exhibit.
Table of Contents
Date: February 20, 2009
PINNACLE WEST CAPITAL CORPORATION
(Registrant)
/s/ William J. Post
(William J. Post, Chairman of the
Board of Directors and Chief Executive Officer)
Signature
Title
Date
/s/ William J. Post
of the Board of Directors and
Chief Executive Officer)
Principal Executive Officer
and Director
February 20, 2009
/s/ James R. Hatfield
Senior Vice President and
Chief Financial Officer)
Principal Financial Officer
and Principal Accounting Officer
February 20, 2009
Table of Contents
Signature
Title
Date
/s/ Edward N. Basha, Jr.
Director
February 20, 2009
/s/ Donald E. Brandt
Director
February 20, 2009
/s/ Susan Clark-Johnson
Director
February 20, 2009
/s/ Michael L. Gallagher
Director
February 20, 2009
/s/ Pamela Grant
Director
February 20, 2009
/s/ Roy A. Herberger, Jr.
Director
February 20, 2009
/s/ William S. Jamieson
Director
February 20, 2009
/s/ Humberto S. Lopez
Director
February 20, 2009
/s/ Kathryn L. Munro
Director
February 20, 2009
/s/ Bruce J. Nordstrom
Director
February 20, 2009
/s/ W. Douglas Parker
Director
February 20, 2009
/s/ William L. Stewart
Director
February 20, 2009
Table of Contents
ARIZONA PUBLIC SERVICE COMPANY
(Registrant)
Date: February 20, 2009
/s/ Donald E. Brandt
(Donald E. Brandt, Chief Executive Officer)
Signature
Title
Date
/s/ William J. Post
of the Board of Directors)
Director
February 20, 2009
/s/ Donald E. Brandt
Chief Executive Officer)
Principal Executive Officer
February 20, 2009
/s/ James R. Hatfield
Senior Vice President and Chief
Financial Officer)
Principal Financial Officer
and Principal Accounting
Officer
February 20, 2009
Table of Contents
Signature
Title
Date
/s/ Edward N. Basha, Jr.
Director
February 20, 2009
/s/ Donald E. Brandt
Director
February 20, 2009
/s/ Susan Clark-Johnson
Director
February 20, 2009
/s/ Michael L. Gallagher
Director
February 20, 2009
/s/ Pamela Grant
Director
February 20, 2009
/s/ Roy A. Herberger, Jr.
Director
February 20, 2009
/s/ William S. Jamieson
Director
February 20, 2009
/s/ Humberto S. Lopez
Director
February 20, 2009
/s/ Kathryn L. Munro
Director
February 20, 2009
/s/ Bruce J. Nordstrom
Director
February 20, 2009
/s/ W. Douglas Parker
Director
February 20, 2009
/s/ William L. Stewart
Director
February 20, 2009
1
(a) | Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (a) pursuant to the Companys notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or (c) by any shareholder of the Company who was a shareholder at the time the notice provided for in this Section 2.05 is delivered to the Secretary of the Company, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.05. |
(2) | For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) of paragraph (a)(1) of this Section 2.05, the shareholder must have given timely notice thereof in writing to the Secretary of the Company and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for shareholder action. To be timely, a shareholder notice shall |
be delivered to the Secretary at the principal executive offices of the Company not later than the close of business (a) with respect to business to be brought before the meeting, on the ninetieth (90 th ) day nor earlier than the close of business on the one hundred twentieth (120 th ) day prior to the first anniversary of the preceding years annual meeting (provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120 th ) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90 th ) day prior to such annual meeting or the tenth (10 th ) day following the day on which public announcement of the date of such meeting is first made by the Company), and (b) with respect to nominations of persons to be elected to the Board of Directors, the one-hundred eightieth (180 th ) day prior to the date of the meeting at which the election is to occur. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholders notice as described above. | |||
(3) | In addition to meeting the timely notice requirements of paragraph (a)(2) of this Section 2.05, in order for nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) of paragraph (a)(1) of this Section 2.05, such shareholders notice shall set forth: (a) as to each person whom the shareholder proposes to nominate for election as a director, (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange Act ), and (ii) and such persons written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws of the Company, the language for the proposed amendment), the reasons for conducting such business at the meeting, and any material |
interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such shareholder, as they appear on the Companys books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the Company that are owned beneficially and of record by such shareholder and such beneficial owner, (iii) a representation that the shareholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (iv) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group that intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Companys outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (B) otherwise to solicit proxies from shareholders in support of such proposal or nomination. The foregoing notice requirements of clauses (b) and (c) of paragraph (a)(3) of this Section 2.05 shall be deemed satisfied by a shareholder if the shareholder has notified the Company of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such shareholders proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company. |
(b) | Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Companys notice of meeting. | ||
(c) | General. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.05 shall be eligible to be elected at an annual or special meeting of shareholders of the Company to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.05. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be |
brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.05 (including whether the shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group that solicited) or did not so solicit, as the case may be, proxies in support of such shareholders nominee or proposal in compliance with such shareholders representation as required by clause (a)(2)(c)(iv) of this Section 2.05) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 2.05, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.05, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual meeting of shareholders of the Company to present a nomination or business, such nomination shall be disregarded and such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of this Section 2.05, to be considered a qualified representative of the shareholder, a person must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders. |
(a) | Any director, committee member or officer may resign from his or her office at any time by written notice as specified in accordance with Arizona Revised Statutes Sections 10-807 and 10-843. The acceptance of a resignation will not be required to make it effective. | ||
(b) | Except as prohibited by law or by the Articles, any nominee for election as a director at a meeting of shareholders duly called and at which a quorum is present, in an uncontested election, who receives a greater number of votes cast withheld for his or her election than for such election shall promptly tender his or her resignation for consideration to the Corporate Governance Committee or its successor. The Corporate |
Governance Committee or its successor shall evaluate the directors tendered resignation taking into account the best interests of the Company and its shareholders and shall recommend to the Board of Directors whether to accept or reject such resignation. In making its recommendation, the Corporate Governance Committee or its successor may consider, among other things, the effect of the exercise of cumulative voting in the election. The Board of Directors shall act within 120 days following certification of the shareholder vote and publicly disclose its decision and the underlying rationale. Any director who tenders his or her resignation pursuant to this provision shall not participate in any committee or Board of Director consideration thereof. |
1. | Affiliate means a person that directly or indirectly controls, is controlled by, or is under common control with a specified person. | ||
2. | Announcement date, when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. | ||
3. | Associate, when used to indicate a relationship with any person, means any of the following: |
(a) | Any corporation or organization of which the person is an officer, director, or partnership or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class or series of shares entitled to vote or other equity interest; | ||
(b) | Any trust or estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or personal representative or in a similar fiduciary capacity; or | ||
(c) | Any relative or spouse of the person, or any relative of the spouse, residing in the home of the person. |
4. | Beneficial owner, when used with respect to shares or other securities, includes any person who, directly or indirectly through any agreement, arrangement, relationship, understanding, or otherwise, whether or not in writing, has or shares the power to vote, or direct the voting of the shares or securities or has or shares the power to dispose of or direct the disposition of the shares or securities, except that: |
(a) | A person is not deemed the beneficial owner of shares or securities tendered pursuant to a tender or exchange offer made by the person or any of the persons affiliates or associates until the tendered shares or securities are accepted for purchase or exchange; and | ||
(b) | A person is not deemed the beneficial owner of shares or securities with respect to which the person has the power to vote or direct the voting arising solely from a revocable proxy given in response to a proxy solicitation required to be made and made in accordance with the applicable rules and regulations under the Securities Exchange Act of 1934, as amended, and is not then reportable under that act on a Schedule 13D or comparable report. |
5. | Beneficial ownership includes the right to acquire shares or securities through the exercise of options, warrants, or rights, the conversion of convertible securities, or otherwise. The shares or securities subject to the options, warrants, rights, or conversion privileges held by a person are deemed to be outstanding for the purpose of computing the percentage of outstanding shares or securities of the class or series owned by the person but are not deemed to be outstanding for the purpose of computing the percentage of the class or series owned by any other person. A person is deemed the beneficial owner of shares and securities beneficially owned by the spouse of the person or any relative of the spouse residing in the home of the person, any trust or estate in which the person owns ten percent (10%) or more of the total beneficial interest or serves as trustee or personal representative, any corporation or entity in which the person owns ten percent (10%) or more of the equity and any affiliate of the person. | ||
6. | Business combination, when used in reference to the Company and any interested shareholder of the Company, means any of the following: |
(a) | Any merger or consolidation of the Company or any subsidiary of the Company with either: |
(i) | The interested shareholder; or | ||
(ii) | Any other domestic or foreign corporation, whether or not itself an interested shareholder of the Company, that is, or after the merger would be, an affiliate or associate of the interested shareholder, except that the foregoing does not include the merger of a wholly-owned subsidiary of the Company into the |
Company or the merger of two or more wholly-owned subsidiaries of the Company. |
(b) | Any exchange, pursuant to a plan of exchange under the laws of the State of Arizona or a comparable statute of any other state or jurisdiction, of shares of the Company or any subsidiary of the Company for shares of either: |
(i) | The interested shareholder; or | ||
(ii) | Any other domestic or foreign corporation, whether or not itself an interested shareholder of the Company, that is, or after the exchange would be, an affiliate or associate of the interested shareholder. |
(c) | Any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in a single transaction or a series of transactions, to or with the interested shareholder or any affiliate or associate of the interested shareholder, of assets of the Company or any subsidiary of the Company to which any of the following applies: |
(i) | Has an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the assets, determined on a consolidated basis, of the Company. | ||
(ii) | Has an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the outstanding shares of the Company. | ||
(iii) | Represents ten percent (10%) or more of the earning power or net income, determined on a consolidated basis, of the Company. |
(d) | The issuance or transfer by the Company or any subsidiary of the Company, in a single transaction or a series of transactions, of any shares of the Company or any subsidiary of the Company that have an aggregate market value equal to five percent (5%) or more of the aggregate market value of all the outstanding shares of the Company to the interested shareholder or any affiliate or associate of the interested shareholder, except pursuant to the exercise of warrants or rights to purchase shares offered or a dividend or distribution paid or made pro rata to all shareholders of the Company. |
(e) | The adoption of any plan or proposal for the liquidation or dissolution of the Company, or any reincorporation of the Company in another state or jurisdiction, proposed by, on behalf of, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder. | ||
(f) | Any reclassification of securities, including any share dividend or split, reverse share split, or other distribution of shares in respect of shares, recapitalization of the Company, merger or consolidation of the Company with any subsidiary of the Company exchange of shares of the Company with any subsidiary of the Company or other transaction, whether or not with or into or otherwise involving the interested shareholder, proposed by, on behalf of, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of shares entitled to vote, or securities that are exchangeable for or convertible into or that carry a right to acquire shares entitled to vote, of the Company or any subsidiary of the Company that is, directly or indirectly, owned by the interested shareholder or any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments. | ||
(g) | Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the Company, of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantages provided by or through the Company or any subsidiary of the Company (other than expense account advances made in the ordinary course of business). |
7. | Consummation date, with respect to any business combination, means the date of consummation of the business combination or, in the case of a business combination as to which a shareholder vote is taken, the later of: |
(i) | The business day before the vote; or | ||
(ii) | Twenty (20) days before the date of consummation of the business combination. |
8. | Control, controlling, controlled by or under common control with means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. A persons beneficial ownership of ten percent (10%) or more of the voting power of the Companys outstanding shares entitled to vote in the election of directors creates a presumption that the person has control of the Company. A person is not considered to have control of the Company if the person holds voting power, in good faith and not for the purpose of avoiding any provision of law as an agent, bank, broker, nominee, custodian, or trustee for one or more beneficial owners who do not individually or as a group have control of the Company. | ||
9. | Interested shareholder, when used in reference to the Company means any person, other than the Company or any subsidiary of the Company, that is either: |
(a) | The beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the outstanding shares entitled to vote of the Company; or | ||
(b) | An affiliate or associate of the Company who at any time within the three (3) year period immediately before the date in question was the beneficial owner of ten percent (10%) or more of the voting power of the then outstanding shares entitled to vote of the Company. |
10. | Market value, when used in reference to shares or property of the Company, means the following: |
(a) | In the case of shares, the highest closing sale price during the thirty (30) day period immediately preceding the date in question of a share on the composite tape for New York Stock Exchange listed shares or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the share are listed or, if the shares are not listed on any such exchange, on the National Association of Securities Dealers, Inc. Automated Quotations National Market System or, if the shares are not quoted on the National Association of Securities Dealers, Inc. Automated Quotations National Market System, the highest closing bid quotation during the thirty (30) day period preceding the date in question of a share on the National Association of Securities Dealers, Inc. Automated |
Quotations System or any system then in use or, if no such quotation is available, the fair market value on the date in question of a share as determined in good faith by the Board of the Company. | |||
(b) | In the case of property other than cash or shares, the fair market value of the property on the date in question as determined in good faith by the Board of the Company. |
11. | Person means any natural person, partnership, corporation, group, association, venture, firm, or other entity (other than the Company, any subsidiary of the Company, or a trustee or fiduciary holding stock for the benefit of the employees of the Company or its subsidiaries or any one of its subsidiaries, pursuant to one or more employee benefit plans). If two or more persons act as a partnership, limited partnership, syndicate, or other group pursuant to any agreement, arrangement, relationship, understanding, or otherwise, whether or not in writing, for the purposes of acquiring, owning, or voting shares of the Company, all members of the partnership, syndicate, or other group shall be deemed a person. Person does not include a licensed broker, dealer, or underwriter that purchases shares of the Company solely for purposes of resale to the public that is not acting in concert with an interested shareholder. | ||
12. | Share acquisition date, with respect to any person and the Company, means the date that the person first becomes an interested shareholder of the Company. |
1. | Except as set forth in these Bylaws, the Company may not engage in any business combination or vote, consent or otherwise act to authorize a subsidiary of the Company to engage in any business combination with respect to, proposed by, or on behalf of, or pursuant to any agreement, arrangement or understanding, whether or not in writing, with any interested shareholder of the Company or any affiliate or associate of the interested shareholder for a period of three (3) years after the interested shareholders share acquisition date, unless the business combination or the acquisition of shares made by the interested shareholder on the interested shareholders share acquisition date is approved by a committee of the Board of Directors of the Company before the interested shareholders share acquisition date. The committee shall be formed in accordance with subsection 4 of this Section 12.02. |
2. | If a good faith definitive proposal regarding a business combination is made in writing to the Board of Directors of the Company, a committee of the Board formed in accordance with subsection 4 of this Section 12.02 shall consider and take action on the proposal. Unless the committee responds affirmatively in writing within forty-five (45) days after receipt of the proposal by the Company, the committee shall be considered to have disapproved the business combination. | ||
3. | If a good faith definitive proposal to acquire shares is made in writing to the Board of Directors of the Company, a committee of the Board of Directors formed in accordance with subsection 4 of this Section 12.02 shall consider and take action on the proposal. Unless the committee responds affirmatively in writing within forty-five (45) days after receipt of the proposal by the Company, the committee shall be considered to have disapproved the share acquisition. | ||
4. | When a business combination or acquisition of shares is proposed pursuant to this Section 12.02, the Board of Directors shall promptly form a committee composed of all of the Boards disinterested Directors. The committee shall take action on the proposal by the affirmative vote of a simple majority of the committee members. The committee is not subject to any direction or control by the Board with respect to the committees consideration of or any action concerning a business combination or acquisition of shares pursuant to this Section 12.02. A committee formed pursuant to this subsection shall be composed of one or more members. Only disinterested Directors may be members of a committee formed pursuant to this subsection. However, if the Board of Directors has no disinterested Directors, the Board shall select three or more disinterested persons to be committee members. For purposes of this subsection, a Director or person is disinterested if the Director or person is not an interested shareholder or an affiliate thereof or a present or former officer or employee of the Company or an affiliate or associate of the Company or of the interested shareholder or of any affiliate or associate of the interested shareholder. |
1. | A business combination with respect to which the consummation date is no less than three years after the share acquisition date, approved by the Board of Directors of the Company before the interested shareholders share acquisition date, or as to which the acquisition of shares made by the interested shareholder on the interested shareholders acquisition date had been approved by the Board of Directors before the interested shareholders share acquisition date. | ||
2. | A business combination approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote not beneficially owned by the interested shareholder proposing the business combination or any affiliate or associate of the interested shareholder proposing the business combination at a meeting called for that purpose no earlier than three years after the interested shareholders share acquisition date. | ||
3. | A business combination, with respect to which the consummation date is no earlier than three years after the interested shareholders share acquisition date, that meets all of the following conditions: |
(a) | The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding common shares of the Company in the business combination is at least equal to the higher of the following: |
(i) | The highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding shares entitled to vote of the Company, for any common shares of the same class or series acquired by it within the three (3) year period immediately before the announcement date with respect to the business combination or within the three (3) year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid, and the market value of any dividends paid |
other than in cash, per common share since the earliest date, up to the amount of the interest. | |||
(ii) | The market value per common share on the announcement date with respect to the business combination or on the interested shareholders share acquisition date, whichever is higher, plus interest compounded annually from that date through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per common share since that date, up to the amount of the interest. | ||
(b) | The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any class or series of shares, other than common shares, of the Company in the business combination is at least equal to the highest of the following, whether or not the interested shareholder has previously acquired any shares of the class or series: |
(i) | The highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding shares entitled to vote of the Company, for any shares of the class or series acquired by it within the three (3) year period immediately before the announcement date with respect to the business combination or within the three (3) year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per share of the class or |
series since such earliest date, up to the amount of the interest. | |||
(ii) | The highest preferential amount per share to which the holders of shares of the class or series are entitled in the event of any voluntary liquidation, dissolution, or winding up of the Company, plus the aggregate amount of any unpaid dividends declared or due as to which the holders are entitled before payment of dividends on some other class or series of shares, unless the aggregate amount of the dividends is included in the preferential amount. | ||
(iii) | The market value per share of the class or series on the announcement date with respect to the business combination or on the interested shareholders share acquisition date, whichever is higher, plus interest compounded annually from that date through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per share of the class or series since that date, up to the amount of the interest. |
(c) | The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the Company in the business combination is in cash or in the same form as the interested shareholder has used to acquire the largest number of shares of the class or series of shares previously acquired by it and the consideration is distributed promptly. | ||
(d) | The holders of all outstanding shares of the Company not beneficially owned by the interested shareholder immediately before the consummation date with respect to the business combination are entitled to receive in the business combination cash or other consideration for the shares in compliance with subdivisions (a), (b) and (c). |
(e) | After the interested shareholders share acquisition date and before the consummation date with respect to the business combination, the interested shareholder has not become the beneficial owner of any additional shares entitled to vote of the Company except: |
(i) | As part of the transaction that resulted in the interested shareholder becoming an interested shareholder; | ||
(ii) | By virtue of proportionate share splits, share dividends, or other distributions of shares in respect of shares not constituting a business combination; | ||
(iii) | Through a business combination meeting all of the conditions of Section 12.02 and this paragraph; or | ||
(iv) | Through purchase by the interested shareholder at any price that, if the price had been paid in an otherwise permissible business combination the announcement date and consummation date of which were the date of the purchase, would have satisfied the requirements of subdivisions (a), (b) and (c) of this Section. |
1. | As soon as practicable, divests itself of a sufficient amount of the shares entitled to vote of the Company so that it no longer is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the outstanding shares entitled to vote of the Company. | ||
2. | Would not at any time within the three (3) year period preceding the announcement date with respect to the business combination have been an interested shareholder except for the inadvertent acquisition. |
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ARTICLE 1 Definitions | 1 | |||||||
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ARTICLE 2 Selection, Enrollment, Eligibility | 4 | |||||||
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2.1 | Eligibility | 4 | |||||
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2.2 | Enrollment Requirements | 4 | |||||
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2.3 | Eligibility; Commencement of Participation | 4 | |||||
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2.4 | Loss of Eligibility to Participate | 5 | |||||
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ARTICLE 3 Deferral Commitments/Interest Crediting | 5 | |||||||
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3.1 | Deferral | 5 | |||||
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3.2 | Maximum Deferral | 5 | |||||
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3.3 | Election to Defer; Effect of Election Form | 5 | |||||
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3.4 | Withholding of Deferral Amounts | 6 | |||||
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3.5 | Interest Crediting Prior to Distribution | 6 | |||||
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3.6 | Change in Time and Form of Payment | 6 | |||||
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3.7 | Installment Distribution | 6 | |||||
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3.8 | FICA Taxes | 7 | |||||
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ARTICLE 4 Short-Term Payout and Unforeseeable Financial Emergencies | 8 | |||||||
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4.1 | Short-Term Payout | 8 | |||||
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4.2 | Withdrawal Payout; Suspensions for Unforeseeable Financial Emergencies | 8 | |||||
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ARTICLE 5 Payment of Benefits | 8 | |||||||
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5.1 | Payment of Termination Benefit | 8 | |||||
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5.2 | Death Prior to Pay Out | 9 | |||||
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ARTICLE 6 Disability Credit | 9 | |||||||
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6.1 | Disability Credit | 9 | |||||
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ARTICLE 7 Beneficiary Designation | 9 | |||||||
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7.1 | Beneficiary | 10 | |||||
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7.2 | Beneficiary Designation and Change; Spousal Consent | 10 | |||||
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7.3 | Acknowledgment | 10 | |||||
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7.4 | No Beneficiary Designation | 10 | |||||
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7.5 | Doubt as to Beneficiary | 10 | |||||
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7.6 | Discharge of Obligations | 10 | |||||
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ARTICLE 8 Leave of Absence | 10 | |||||||
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8.1 | Paid Leave of Absence | 10 | |||||
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8.2 | Unpaid Leave of Absence | 10 | |||||
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8.3 | Definition of Leave of Absence | 11 | |||||
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ARTICLE 9 Termination, Amendment or Modification | 11 | |||||||
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9.1 | Termination | 11 |
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9.2 | Amendment | 11 | |||||
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ARTICLE 10 Administration | 11 | |||||||
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10.1 | Committee Duties | 11 | |||||
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10.2 | Agents | 11 | |||||
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10.3 | Binding Effect of Decisions | 11 | |||||
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10.4 | Indemnity of Committee | 11 | |||||
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10.5 | Employer Information | 11 | |||||
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ARTICLE 11 Other Benefits and Agreements | 12 | |||||||
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11.1 | Coordination with Other Benefits | 12 | |||||
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ARTICLE 12 Claims Procedures | 12 | |||||||
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12.1 | Claims | 12 | |||||
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ARTICLE 13 Miscellaneous | 12 | |||||||
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13.1 | Unsecured General Creditor | 12 | |||||
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13.2 | Employers Liability | 12 | |||||
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13.3 | Nonassignability | 12 | |||||
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13.4 | Not a Contract of Employment | 12 | |||||
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13.5 | Furnishing Information | 13 | |||||
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13.6 | Terms | 13 | |||||
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13.7 | Captions | 13 | |||||
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13.8 | Governing Law | 13 | |||||
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13.9 | Validity | 13 | |||||
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13.10 | Notice | 13 | |||||
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13.11 | Successors | 13 | |||||
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13.12 | Spouses Interest | 13 | |||||
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13.13 | Incompetent | 13 | |||||
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13.14 | Commencement of Payments | 14 | |||||
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13.15 | Interpretation of Plan Provisions | 14 |
ii
1.1 | Account Balance shall mean the sum of (i) the Deferral Amount, plus (ii) interest credited in accordance with all the applicable interest crediting provisions of the Plan, reduced by all Short-Term Payouts, if made. This account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to this Plan. | |
1.2 | Annual Deferral shall mean that portion of a Participants Base Annual Salary, Restricted Stock Units (but only if deferral of Restricted Stock Units is permitted by the Company), Year-End Bonus and/or Directors Fees that a Participant elects to have and is deferred, in accordance with Article 3, for any one Plan Year. In the event of Disability, death or a Separation from Service prior to the end of a Plan Year and prior to 2008, such years Annual Deferral shall be the actual amount withheld prior to such event. | |
1.3 | Base Annual Salary shall mean the annual compensation, excluding bonuses, commissions, overtime, incentive payments, non-monetary awards, Directors Fees and other fees paid to a Participant for employment services rendered to any Employer, before reduction for compensation deferred pursuant to all qualified, non-qualified and Code Section 125 compensation plans of any Employer. |
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1.4 | Beneficiary shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 7, that are entitled to receive benefits under this Plan upon the death of a Participant. | |
1.5 | Beneficiary Designation Form shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Company to designate one or more Beneficiaries. | |
1.6 | Board shall mean the Board of Directors of the Company. | |
1.7 | Bonus Rate for a Plan Year shall mean an interest rate determined for each Plan Year by the Committee, in its sole discretion, which rate shall be determined on or before the first business day of the month that precedes the beginning of the Plan Year for which the rate applies. | |
1.8 | Change of Control shall have the meaning set forth in the Key Executive Employment and Severance Agreement issued to certain employees of the Company. | |
1.9 | Claimant shall have the meaning set forth in Section 12.1. | |
1.10 | Code shall mean the Internal Revenue Code of 1986, as amended. | |
1.11 | Committee shall mean the administrative committee appointed to manage and administer the Plan in accordance with its provisions pursuant to Article 10. | |
1.12 | Company shall mean Pinnacle West Capital Corporation, an Arizona corporation. | |
1.13 | Crediting Rate for a Plan Year shall mean a rate of interest equal to the ten-year U.S. Treasury Note rate as published on the last business day of the first week of October preceding a Plan Year. | |
1.14 | Deferral shall mean the sum of all of a Participants Annual Deferrals. | |
1.15 | Director shall mean any member of the board of directors of an Employer. | |
1.16 | Directors Fees shall mean the annual fees paid by an Employer, including retainer fees and meetings fees, as compensation for serving on a board of directors of an Employer. | |
1.17 | Disability shall mean (i) in the case of a Participant who is an employee of an Employer, a period of disability during which a Participant qualifies for benefits under the Participants Employers long-term disability plan, or (ii) in the case of a Participant who is a Director, a period of disability during which the Participant would have qualified for benefits under such a plan, as determined in the sole discretion of the Committee, had the Participant been an employee of an Employer. | |
1.18 | Disability Benefit shall mean the benefit set forth in Article 6. | |
1.19 | Effective Date shall mean January 1, 2005. | |
1.20 | Election Form shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Company to make an election under the Plan. |
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1.21 | Employer shall mean the Company, Arizona Public Service Company, an Arizona corporation, SunCor Development Company, an Arizona corporation, El Dorado Investment Company, an Arizona corporation, and/or any subsidiaries of such corporations that have been selected by the Board to participate in the Plan. | |
1.22 | Participant shall mean any employee or Director of an Employer (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, and (iii) who signs an Election Form and a Beneficiary Designation Form. | |
1.23 | Plan shall mean the Deferred Compensation Plan of 2005 for Employees of Pinnacle West Capital Corporation and Affiliates, which shall be evidenced by this instrument, as amended from time to time. | |
1.24 | Plan Year shall begin on January 1 of each year and continue through December 31. | |
1.25 | Preferred Rate for a Plan Year shall mean the Crediting Rate plus the Bonus Rate for such Plan Year. | |
1.26 | Restricted Stock Units shall have the meaning assigned to that term under the Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan. | |
1.27 | Retirement and Retires shall mean, with respect to an employee, Separation from Service for any reason other than a leave of absence, death or Disability on or after the earlier of the attainment of (a) age sixty-five (65) with five (5) Years of Service or (b) age fifty-five (55) with ten (10) Years of Service; and shall mean, with respect to a Director who is not an employee, Separation from Service with all Employers on or after the earlier of the attainment of (x) age sixty-five (65) with five (5) Years of Service as a Director or (y) age fifty-five (55) with ten (10) Years of Service as a Director. If a Participant is both an employee and a Director, Retirement shall occur when he or she Retires as an employee. | |
1.28 | Separation from Service or Separates from Service shall mean the ceasing of employment by an employee with all Employers or ceasing service as a Director of all Employers, voluntarily or involuntarily for any reason other than death. If a Participant is both an employee and a Director, a Separation from Service shall occur when he or she terminates employment as an employee, and the Participant shall become an inactive Participant (as defined in the last sentence of Section 2.4) at such point in time. Except as provided in the preceding sentence and the resolution of the Board defining such term, Separation from Service and Separates from Service shall be determined in accordance with the default rules set forth in the regulations issued under Code Section 409A. | |
1.29 | Short-Term Payout shall mean the payout set forth in Section 4.1. | |
1.30 | Specified Employee shall have the meaning set forth in Section 409A of the Code, the regulations issued thereunder, and the resolution issued by the Board defining such term. | |
1.31 | Termination Benefit shall mean the benefit set forth in Article 5. | |
1.32 | Unforeseeable Financial Emergency shall mean a severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant, the Participants Beneficiary, or the Participants spouse or dependent (as defined in Code Section 152(a)), (ii) loss of the Participants property due to casualty or (iii) other similar extraordinary and unforeseeable |
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circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee. | ||
1.33 | Year-End Bonus shall mean compensation paid to a Participant who is an employee as an annual bonus under any Employers regular annual bonus and incentive plans. Special bonuses, nuclear-specific bonuses, estimated bonuses paid by SunCor Development Company, large asset bonus plan payments, and incentive payments made to a Participant shall not constitute Year-End Bonuses. | |
1.34 | Years of Plan Participation shall mean the total number of full Plan Years a Participant has been a Participant in the Plan and has either (i) made deferral elections or (ii) had an Account Balance. For purposes of a Participants first Plan Year of participation only, any partial Plan Year of participation shall be treated as a full Plan Year. For purposes of a Participants final Plan Year of participation only, a Participant shall be awarded a Year of Plan Participation if, and only if, he or she has been credited with 1,000 hours of service in such Plan Year. A single Plan Year of Plan participation described above shall be referred to as a Year of Plan Participation. | |
1.35 | Years of Service shall mean the total number of years of employment during which a Participant has been credited with at least 1,000 hours of service in each of those years. For purposes of this definition only, (i) Participants who are employees shall be credited with ten (10) hours of service for each working day during which they are employed by the Employer and Participants who are Directors shall be credited with ten (10) hours of service for each day (other than weekend days) during which they serve as a Director, provided that no Participant shall be credited with more than 1,000 hours of service in any one year of employment, and (ii) a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the employees date of hiring or the date the Director begins his or her service as a Director and that, for any subsequent year, commences on an anniversary of that date. |
2.1 | Eligibility . Participation in the Plan shall be limited to a select group of management, highly compensated employees and Directors of the Employers. All officers and members of the Senior Management Group may participate in the Plan, excluding presidents of subsidiaries of SunCor Development Company. | |
2.2 | Enrollment Requirements . As a condition to participation, each selected employee or Director shall complete, execute and return to the Company an Election Form and a Beneficiary Designation Form. To the extent permitted by the Committee, a selected employee or Director may enroll in the Plan and make elections by electronic means. In addition, the Committee, in its sole discretion, may establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary. | |
2.3 | Eligibility; Commencement of Participation . When an employee or Director first becomes eligible to participate in the Plan, that employee or Director may commence participation in the Plan at any time within 30 days after his or her initial qualification for eligibility. When a Participant has ceased being eligible to participate in the Plan (other than by the accrual of earnings), and subsequently becomes eligible to participate in the Plan again more than 24 months after first not being eligible to participate in the Plan, the Participant will be treated as a new Participant and will be allowed to recommence participation in the Plan at any time within |
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30 days after his or her requalification for eligibility. If an employee or Director fails to submit an Election Form to the Company within 30 days after his or her initial qualification or requalification for eligibility, that employee or Director shall not be eligible to submit an Election Form until the election period effective the following January 1. | ||
2.4 | Loss of Eligibility to Participate . If the status of a Participant changes, without a Separation from Service, so that he or she is no longer an employee eligible to participate pursuant to Section 2.1, he or she shall become an inactive Participant as of the last day of the Plan Year in which such change of status occurred. Inactive Participants shall continue to participate in the Plan for all purposes other than for purposes of making deferrals under Section 3.1 and 3.2. |
3.1 | Deferral . Subject to Section 3.2 below, a Participant may defer eligible compensation for each Plan Year starting with his or her commencement of participation in the Plan and ending immediately prior to his or her death or Separation from Service. | |
3.2 | Maximum Deferral . Subject to Section 3.3, for each Plan Year, a Participant may defer up to fifty percent (50%) of his or her Base Annual Salary, up to one hundred percent (100%) of his or her Year-End Bonus, up to 100% of his or her Restricted Stock Units (if the Company allows deferrals of Restricted Stock Units), and/or up to one hundred percent (100%) of his or her Directors Fees. | |
3.3 | Election to Defer; Effect of Election Form . In connection with a Participants initial commencement (or in certain cases described in Section 2.3, recommencement) of participation in the Plan, the Participant may file an Election Form within 30 days after becoming eligible to participate. If this initial Election Form is filed after the beginning of the calendar year to which the Election Form relates, the Participant may elect only to defer his or her Base Annual Salary for pay periods commencing after the filing of his or her Election Form. For each succeeding Plan Year, a Participant may elect to defer from his or her Base Annual Salary, Year-End Bonus and/or Directors Fees (and Restricted Stock Units to the extent permitted by the Company) an Annual Deferral by delivering to the Company a completed Election Form before the January 1 of the calendar year in which the Participant earns the compensation he or she is deferring, which election and form shall be irrevocable during the Plan Year except as provided in Section 4.2. Notwithstanding the foregoing, with respect to Restricted Stock Units, the Committee may permit a Participant to file an Election Form on or before the thirtieth day after the Participant obtains the right to the Restricted Stock Units, provided that the Election Form is filed at least twelve months in advance of the earliest date at which the forfeiture condition with respect to the Restricted Stock Units could lapse. If no Election Form is delivered and accepted for a Plan Year, no Annual Deferral will be withheld for that Plan Year. Any such Election Form shall designate the time and form of payment of the compensation deferred. With respect to any interest credits above the Crediting Rate with respect to the December 31, 2004 Account Balance of any Participant who had less than five years of Plan Participation as of December 31, 2004, the election of the form and time of payment made by such Participant with respect to the calendar year in which the Participant first earns five years of Plan Participation shall govern the form and time of payment of such interest credits. Except as provided in Section 3.6, such time and form of payment may not be changed, although a Participant may elect a different time and form of payment with respect to the Annual Deferral for each separate Plan Year. |
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3.4 | Withholding of Deferral Amounts . For each Plan Year, the Base Annual Salary portion of the Annual Deferral shall be withheld periodically from the Participants Base Annual Salary. The Year-End Bonus, Restricted Stock Unit, and/or Directors Fees portion of the Annual Deferral shall be withheld at the time the Year-End Bonus and/or Director Fees and/or compensation attributable to Restricted Stock Units are or would otherwise be paid to the Participant. | |
3.5 | Interest Crediting Prior to Distribution . Prior to any distribution of benefits under Article 5, interest shall be credited in accordance with rules established by the Company. The rate of interest for crediting shall be the Preferred Rate; provided, however in the case of a Participant who Separates from Service (other than at Retirement) more than six months before any Change of Control and with less than five years of Plan Participation, the Crediting Rate shall be used with respect to his or her Termination Benefit. If a Short-Term Payout is made, for purposes of crediting interest, the Account Balance shall be reduced as of the first day of the Plan Year in which the Short-Term Payout is made. | |
3.6 | Change in Time and Form of Payment . A Participant may change an election as to time and form of payment with respect to Short-Term Payouts or Termination Benefits if such an Election Form is filed in accordance with rules established by the Committee no later than December 31, 2008. Any such election must not defer benefits which would otherwise be payable in the calendar year of election to a later calendar year or accelerate benefits which would be payable in a later calendar year into the calendar year of election. On and after January 1, 2009, a Participant may change an election as to time and form of payment with respect to Termination Benefits under the Plan if an Election Form is filed in accordance with rules established by the Committee, provided (a) such election must not take effect until at least 12 months after the date on which the Election Form is properly filed, (b) the first payment with respect to which such election is made must be deferred for a period of not less than 5 years from the date such payment would otherwise have been made, and (c) any election related to a payment that was otherwise to be made at a specified time may not be made less than 12 months prior to the date of the first scheduled payment. For purposes of the preceding sentence, a series of installment payments shall be considered a single payment. Subject to the foregoing, the Election Form most recently filed with the Company for each calendar year shall govern the payout of all Termination Benefits for such calendar year. | |
3.7 | Installment Distribution . In the event a benefit is paid in installments, installment payment amounts shall be determined in the following manner: |
(a) | Interest Rate . The interest rate to be used to calculate installment payment amounts shall be a fixed interest rate that is determined by averaging the Preferred Rates for the Plan Year in which a Participant becomes eligible to receive a benefit and the four (4) preceding Plan Years. If a Participant who Separates from Service other than on account of Retirement has completed fewer than five (5) Years of Plan Participation, this average shall be determined using the Crediting Rates for the Plan Years during which the Participant participated in the Plan; provided, however, in the event that installment payment amounts commence on or after the date which is six months before a Change of Control, the interest rate to be used to calculate installment payment amounts shall be a fixed interest rate that is determined by averaging the Preferred Rates for the relevant Plan Years in which the Participant participated in the Plan. | ||
(b) | Installment Payments . For purposes of calculating installment payment amounts, each annual installment payment, starting with the first payment, which for this purpose is deemed to be paid as of the date that the Participant becomes eligible to receive a benefit under this Plan without respect to any six-month delay in benefit commencement for a |
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Specified Employee (the Eligibility Date), and continuing thereafter for each additional year that starts on the anniversary of the Eligibility Date until the Participants Account Balance is paid in full, shall be deemed to have been paid prior to the crediting of interest for that year. (The result of this is that interest crediting shall be made after taking into account the annual installment payment for that year.) | |||
(c) | Amortization . Based on the interest rate determined in accordance with Section 3.7(b) above, the Participants Account Balance shall be amortized in equal installment payments over the term of the specified payment period. The resulting number shall be the installment payment that is to be paid each year. | ||
(d) | Timing of Payments . The initial installment payment shall be made at the time set forth in Section 5.1(a). Installment payments for subsequent years shall be made in January of such year, subject to the requirement that payment of any installment amount following Separation from Service shall not be made prior to the date which is six (6) months after the date of the Participants Separation from Service in the case of a Participant who is determined to be a Specified Employee. |
3.8 | FICA Taxes . For each Plan Year in which an Annual Deferral is being withheld, the Participants Employer(s) shall withhold from the Participants compensation that is not being deferred the Participants share of FICA taxes. |
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4.1 | Short-Term Payout . At the same time as each election to defer an Annual Deferral, a Participant may elect to receive a future Short-Term Payout from the Plan with respect to that Annual Deferral. The Short-Term Payout shall be a lump sum payment in an amount that is equal to the Annual Deferral plus interest credited at the Preferred Rate, and it shall be paid in January of the Plan Year that is five (5) years after the first day of the Plan Year in which the Annual Deferral is actually deferred; provided, however, that if the Participant Separates from Service or dies before the Plan Year in which a Short-Term Payout is to be made, distribution will be made in accordance with Article 5 instead of this Section 4.1. Except as provided in Section 3.6, such election shall be irrevocable. | |
4.2 | Withdrawal Payout; Suspensions for Unforeseeable Financial Emergencies . If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to receive a partial or full payout from the Plan. The payout shall not exceed the lesser of (i) the Participants Account Balance, calculated as if such Participant were receiving a Termination Benefit, or (ii) the amount reasonably needed to satisfy the Unforeseeable Financial Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participants assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under this Plan. If the petition for a payout is approved, the payout shall be made within sixty (60) days after the date of approval. In the event that the Participant takes an Unforeseeable Financial Emergency withdrawal under this Plan, the Participants deferral election for the Plan Year shall immediately terminate for the remainder of such Plan Year. |
5.1 | Payment of Termination Benefit . |
(a) | Lump Sum or Installments . A Participant may elect to receive his or her Termination Benefit in a lump sum or in equal annual payments over a period of five (5), ten (l0) or fifteen (15) years (the latter determined in accordance with Section 3.7 above) by so electing on an Election Form. If a Participant elects a lump sum payment, he or she shall specify whether the lump sum will be paid within 30 days following (i) his or her Separation from Service or, if later, (ii) his or her attainment of age fifty-five (55) following Separation from Service. If the Participant elects installment payments, they will begin within 30 days after the Participants 55th birthday (or his or her Separation from Service, if the Participant is over age fifty-five (55) upon his or her Separation from Service). The Participant may change his or her election to an allowable alternative payout date or period by submitting a new Election Form to the Company in accordance with Section 3.6. Failure to make an election will result in the benefits being paid in a lump sum within 30 days after the Participants Separation from Service. Any election under this Section 5.1 shall be irrevocable, except to the extent provided in Section 3.6. Notwithstanding the foregoing, payment of the Termination Benefit shall not be made or commence prior to the date which is six (6) months after the date of a Participants |
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Separation from Service in the case of a Participant who is determined to be a Specified Employee. | |||
(b) | Automatic Distribution of Termination Benefits. Notwithstanding any provision of this Section 5.2 to the contrary, if, upon a Participants Separation from Service, his or her Account Balance, as determined pursuant to Section 5.1, when added to his or her Retirement Account Balance Benefit under the Pinnacle West Capital Corporation Supplemental Excess Benefit Retirement Plan of 2005, does not exceed the amount specified in Code Section 402(g) for the calendar year in which such Separation from Service occurs, the Participants Termination Benefit shall be distributed in a lump sum within thirty (30) days following his or her Separation from Service. Notwithstanding the foregoing, payment of the Termination Benefit shall not be made prior to the date which is six (6) months after the date of a Participants Separation from Service in the case of a Participant who is determined to be a Specified Employee. |
5.2 | Death Prior to Pay Out . |
(a) | Death Prior to Commencement of Payments . If a Participant dies prior to the payout date that he or she elected for his or her Termination Benefit, his or her Termination Benefit shall be paid to the Participants Beneficiary in the survivor form elected by the Participant (lump sum or installments over five, ten, or fifteen years) commencing in the January immediately after the Participants death. | ||
(b) | Death After Commencement . If a Participant dies after the commencement of the payment of his or her Termination Benefit, but before the Termination Benefit is paid in full, the Participants unpaid Termination Benefit payments shall continue and shall be paid to the Participants Beneficiary over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived. |
6.1 | Disability Credit . |
(a) | Eligibility . By participating in the Plan, all Participants are eligible for this credit. | ||
(b) | Credit for Plan Year of Disability . A Participant who is determined to be suffering from a Disability, and who is not receiving Base Annual Salary, Year-End Bonus and/or Directors Fees, shall be credited with an amount equal to that portion of the Annual Deferral commitment that would otherwise have been withheld from the Participants Base Annual Salary, Year-End Bonus and/or Directors Fees for the Plan Year during which the Participant first suffers Disability, unless the Disability ceases in the Plan Year that it commences, in which case the crediting shall apply only for the period of Disability. |
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7.1 | Beneficiary . Each Participant shall have the right, at any time, to designate his or her Beneficiary (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of a Participant. | |
7.2 | Beneficiary Designation and Change; Spousal Consent . A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Company or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committees rules and procedures, as in effect from time to time. If the Participant names, with respect to more than fifty percent (50%) of his or her benefit under this Plan, someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participants spouse and returned to the Company. Upon submission to the Company of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant prior to his or her death. | |
7.3 | Acknowledgment . No designation or change in designation of a Beneficiary shall be effective until received by the Company or its designated agent. | |
7.4 | No Beneficiary Designation . If a Participant fails to designate a Beneficiary as provided in Sections 7.1, 7.2 and 7.3 above, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participants benefits, then the Participants designated Beneficiary shall be deemed to be his or her surviving spouse with respect to any undistributed benefits. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participants estate. | |
7.5 | Doubt as to Beneficiary . If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participants Employer to withhold such payments until this matter is resolved to the Committees satisfaction. | |
7.6 | Discharge of Obligations . The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant. |
8.1 | Paid Leave of Absence . If a Participant is authorized by the Participants Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Annual Deferral shall continue to be withheld during such paid leave of absence in accordance with Section 3.3. | |
8.2 | Unpaid Leave of Absence . If a Participant is authorized by the Participants Employer for any reason to take an unpaid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year prior to the leave of absence. |
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8.3 | Definition of Leave of Absence . Whether a Participant is on a leave of absence shall be determined in accordance with the default rules under the regulations issued pursuant to Section 409A of the Code. |
9.1 | Termination . Subject to the requirements of Code Section 409A, any Employer reserves the right to terminate the Plan at any time with respect to Participants whose services are retained by that Employer. Upon the termination of the Plan in accordance with the requirements of Section 409A of the Code, a Participants Account Balance shall be paid out in accordance with the regulations issued under Section 409A of the Code. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination. | |
9.2 | Amendment . The Company may, at any time, amend or modify the Plan in whole or in part with respect to any Employer or all Employers, provided, however, that no amendment or modification shall be effective to the extent it would cause an amount to become taxable or be subject to additional taxes on account of such amendment under Code Section 409A or the regulations or other guidance issued thereunder. |
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11.1 | Coordination with Other Benefits . Except as provided in this Section, the benefits provided for a Participant and Participants Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees or directors of the Participants Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. |
12.1 | Claims . Any Participant, Beneficiary or any authorized representative acting on behalf of the Participant or Beneficiary (Claimant) claiming benefits, eligibility, participation or any other right or interest under this Plan may file a written claim setting forth the basis of the claim under the procedures set forth in the Pinnacle West Capital Corporation Savings Plan. |
13.1 | Unsecured General Creditor . Amounts payable to a Participant or his or her Beneficiary under this Plan shall be paid from the general assets of an Employer. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of an Employer. Any and all of an Employers assets shall be, and remain, the general, unpledged, unrestricted assets of the Employer. An Employers obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future and Participants and their Beneficiaries shall be unsecured creditors of the Participants Employer. | |
13.2 | Employers Liability . An Employers liability for the payment of benefits shall be defined only by the Plan. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan. | |
13.3 | Nonassignability . Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, and all rights to such amounts are expressly declared to be unassignable and non-transferable, except that the foregoing shall not apply to any family support obligations set forth in a court order which is determined by the Committee to be a qualified domestic relations order as defined in Code Section 414(p). No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participants or any other persons bankruptcy or insolvency. | |
13.4 | Not a Contract of Employment . The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an at will employment relationship that can be terminated at any time for any reason, with or without cause, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer or to be retained as a Director, or to interfere with the right of any Employer to discipline or discharge the Participant at any time. |
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13.5 | Furnishing Information . A Participant will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary. | |
13.6 | Terms . Whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. | |
13.7 | Captions . The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. | |
13.8 | Governing Law . The provisions of this Plan shall be construed and interpreted according to the laws of the State of Arizona to the extent not preempted by Federal law. | |
13.9 | Validity . In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein. | |
13.10 | Notice . Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the addresses indicated below: | |
If a Participants Employer is Pinnacle West Capital Corporation or one of its subsidiaries, then to: | ||
Pinnacle West Capital Corporation
400 North 5th Street P.O. Box 53999 Phoenix, Arizona 85072-3999 Attn: Manager of Benefit Services Station 8460 |
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Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. | ||
Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant. | ||
13.11 | Successors . The provisions of this Plan shall bind and inure to the benefit of the Participants Employer and its successors and assigns and the Participant, the Participants Beneficiaries, and their permitted successors and assigns. | |
13.12 | Spouses Interest . The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouses will, nor shall such interest pass under the laws of intestate succession. | |
13.13 | Incompetent . If the Committee, in its discretion, determines that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the |
13
disposition of that persons property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participants Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount. | ||
13.14 | Commencement of Payments . In all cases in which amounts are payable within a fixed month (for example, the January after a Participant Separates from Service), payment is deemed to be made within the fixed month if the payment is made on the first day of such month or a later date within the same calendar year or, if later, by the fifteenth day of the third calendar month following the first day of such fixed month (provided the Participant is not permitted, directly or indirectly, to designate the taxable year of payment). In addition, a payment is treated as made upon the date specified under the Plan if the payment is made no earlier than thirty (30) days before the first day of such fixed month and the Participant is not permitted, directly or indirectly, to designate the taxable year of payment. | |
13.15 | Interpretation of Plan Provisions . This Plan shall be interpreted in a manner consistent with the provisions of Section 409A of the Code and the regulations thereunder. |
14
PINNACLE WEST CAPITAL CORPORATION | ||||||
|
||||||
|
By: | /s/ Barbara M. Gomez | ||||
|
||||||
|
Its: VP and Treasurer |
ATTEST: | ||||
|
||||
By:
|
/s/ Donna L. Thomas | |||
|
||||
|
Its: HR Services Director |
15
PAGE | ||||
ARTICLE ONE PREAMBLE
|
1 | |||
|
||||
ARTICLE TWO CONSTRUCTION
|
3 | |||
|
||||
ARTICLE THREE ELIGIBILITY AND PARTICIPATION
|
3 | |||
(a) Officers
|
3 | |||
(b) SMG Participants
|
4 | |||
(c) Commencement of Participation
|
4 | |||
(d) Status Change
|
4 | |||
(e) Rehires
|
4 | |||
|
||||
ARTICLE FOUR BENEFITS
|
4 | |||
(a) Officer Benefits
|
4 | |||
(1) Group A Participants
|
4 | |||
(2) Group B Participants
|
5 | |||
(3) Group C Participants
|
6 | |||
(4) Compensation
|
7 | |||
(5) Promotion to Officer Status
|
8 | |||
(b) SMG Participants
|
8 | |||
(c) Average Monthly Compensation
|
9 | |||
(d) Disability Accrual
|
9 | |||
(e) Recognition of Benefits under Separate Agreements
|
9 | |||
|
||||
ARTICLE FIVE PAYMENT OF BENEFITS ON AND AFTER JANUARY 1, 2009
|
10 | |||
(a) Officer Traditional Benefits Described in Sections 4(a)(1) and 4(a)(2)(i)
|
10 | |||
(1) Time for Commencement
|
10 | |||
(2) Form of Payment
|
11 | |||
(3) Actuarial Adjustments
|
11 | |||
(b) Spouses Benefit with Respect to Officer Traditional Benefits Described in
Sections 4(a)(1) and 4(a)(2)(i)
|
12 | |||
(c) Officer Retirement Account Balance Benefits Described in Sections
4(a)(2)(ii) and 4(a)(3)
|
13 | |||
(1) Time and Form of Payment
|
13 | |||
(2) Actuarial Adjustments
|
13 | |||
(3) Payment Upon Death
|
14 | |||
(d) SMG Traditional and Retirement Account Balance Benefits Described in Section 4(b)
|
15 | |||
(1) Form of Payment Traditional Benefits
|
15 | |||
(2) Time of Payment Traditional Benefits
|
15 | |||
(3) Form and Time of Payment Retirement Account Balance Benefit
|
16 | |||
(4) Actuarial Adjustments
|
16 | |||
(5) Time and Form of Benefits Payable Upon Death
|
17 | |||
(e) Change in Time and Form of Payment
|
17 | |||
(f) Cash-Out Provisions
|
17 | |||
(g) Reemployment
|
18 | |||
|
||||
ARTICLE SIX PAYMENT OF BENEFITS BEFORE JANUARY 1, 2009
|
18 |
i
PAGE | ||||
ARTICLE SEVEN SECTION 409A COMPLIANCE
|
19 | |||
|
||||
ARTICLE EIGHT FUNDING
|
20 | |||
|
||||
ARTICLE NINE ADMINISTRATION
|
20 | |||
|
||||
ARTICLE TEN AMENDMENT AND TERMINATION OF THE PLAN
|
20 | |||
|
||||
ARTICLE ELEVEN ASSIGNMENT
|
21 | |||
|
||||
ARTICLE TWELVE WITHHOLDING
|
21 | |||
|
||||
ARTICLE THIRTEEN OTHER BENEFIT PLANS OF THE COMPANY
|
21 | |||
|
||||
ARTICLE FOURTEEN SPOUSAL CONSENT AND BENEFICIARY DESIGNATIONS
|
22 | |||
|
||||
ARTICLE FIFTEEN MISCELLANEOUS
|
22 | |||
|
||||
ARTICLE SIXTEEN EFFECTIVE DATE
|
22 |
ii
1
2
3
4
5
6
Age at End of Plan Year in | Percent of Monthly | |||
Which Month Occurs | Compensation Contribution Rate | |||
Less than 35
|
12 | % | ||
35-39
|
14 | % | ||
40-44
|
16 | % | ||
45-49
|
20 | % | ||
50-54
|
24 | % | ||
55 and over
|
28 | % |
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
PINNACLE WEST CAPITAL CORPORATION | ||||||
|
||||||
|
By | /s/ Barbara M. Gomez | ||||
|
||||||
|
||||||
|
Its | VP and Treasurer | ||||
|
Attest: | ||||||
|
||||||
By
|
/s/ Donna L. Thomas | |||||
|
||||||
|
||||||
|
Its | HR Services Director | ||||
|
23
Page | ||||
|
||||
1. Definitions
|
1 | |||
|
||||
2. Cash Bonuses
|
3 | |||
|
||||
3. Compensation in lieu of Entergy Stock Options and Performance Shares
|
3 | |||
|
||||
4. Deferred Compensation
|
4 | |||
|
||||
5. Supplemental Pension Benefit
|
5 | |||
|
||||
6. Specified Employee Rule
|
6 | |||
|
||||
7. Special Medical Benefits in Certain Circumstances
|
6 | |||
|
||||
8. Termination for Disability
|
6 | |||
|
||||
9. Termination Not Giving Rise to Company Obligations
|
7 | |||
|
||||
10. Termination Notice and Procedure
|
7 | |||
|
||||
11. Obligations of Executive
|
7 | |||
|
||||
12. Company Right of Offset
|
8 | |||
|
||||
13. Amendment and Termination
|
8 | |||
|
||||
14. Withholding
|
8 | |||
|
||||
15. Venue; Governing Law
|
8 | |||
|
||||
16. Notice
|
8 | |||
|
||||
17. Funding
|
8 | |||
|
||||
18. No Waiver
|
9 | |||
|
||||
19. Claims Procedure
|
9 | |||
|
||||
20. Administration and Interpretation of Agreement
|
9 | |||
|
||||
21. Section 409A Compliance
|
9 |
1. | Definitions . |
(a) | Cause shall mean (i) Executives unreasonable neglect in performing his duties, including, but not limited to gross negligence, fraud, misappropriation or embezzlement involving property of the Company or an affiliate of the Company, or (ii) any other intentional act by Executive that may impair the goodwill or business of the Company or an affiliate of the Company, or that may cause damage to any of their businesses. | ||
(b) | Change of Control shall have the same meaning as given to that term in the KEESA. | ||
(c) | Code shall mean the Internal Revenue Code of 1986, as amended from time to time. | ||
(d) | Deferred Compensation Account shall mean an unfunded account established by the Company for the benefit of Executive in accordance with Section 4. | ||
(e) | Disability shall mean that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. | ||
(f) | Employment Date shall mean January 25, 2007. | ||
(g) | Entergy shall mean Entergy Corporation, its successors and assigns. | ||
(h) | Final Average Pay shall mean the average of the sum of: |
1
(i) | Executives base salary payable during any 12-month period, disregarding any deductions therefrom for benefits or taxes on either a pre-tax or after-tax basis, plus | ||
(ii) | Executives annual year-end bonus payable during such period, disregarding any deductions therefrom for benefits or taxes on either a pre-tax or after-tax basis, |
for three such periods within the ten years ending coincident with or next preceding Executives Termination Date which produce the highest such average. In calculating Final Average Pay, a consistent twelve-month period shall be used, and only three year-end bonuses shall be counted. If more than three year-end bonuses are included in the three periods used, only the three highest year-end bonuses shall be counted. | |||
(i) | KEESA shall mean that certain Key Employee Employment and Severance Agreement entered into by and between the Company and Executive under date of November 5, 2007, as amended from time to time. | ||
(j) | Qualified Plan shall mean the Pinnacle West Capital Corporation Retirement Plan, as amended from time to time. | ||
(k) | SEBRP shall mean the Pinnacle West Capital Corporation Supplemental Excess Benefit Retirement Plan, as amended from time to time. | ||
(l) | Section 409A shall mean Section 409A of the Code and the regulations thereunder, as amended from time to time. | ||
(m) | Spouse shall mean the spouse to whom Executive was married on December 21, 2006. For the avoidance of doubt, if Executive and his Spouse divorce, such divorce shall not terminate the Spouses rights under this Agreement, and any subsequent spouse of Executive shall be entitled to no benefits under this Agreement. | ||
(n) | Termination Date shall mean the earliest of the following: |
(i) | Executives date of death; | ||
(ii) | sixty (60) days after the delivery of the Notice of Termination terminating Executives employment on account of Disability, unless Executive returns full-time to the performance of his duties prior to the expiration of such period; | ||
(iii) | the date of the Notice of Termination if Executives employment is terminated by Executive voluntarily; and |
(iv) | fifteen (15) days after the delivery of the Notice of Termination if Executives employment is terminated by the Company (other than by reason of Disability). |
2
(o) | Year of Service shall have the same meaning as given to that term in the Qualified Plan. |
2 | Cash Bonuses . If Executive has remained in continuous employment with the Company from his Employment Date through January 25, 2009, the Company shall pay Executive bonus compensation of $100,000 not later than March 15, 2009. | |
3 | Compensation in lieu of Entergy Stock Options and Performance Shares . |
(a) | If, as of the date specified in Column 1 of the table below: |
(i) | Executive has remained continuously employed by the Company since his Employment Date, and | ||
(ii) | the fair market value of one share of Entergy common stock on that date exceeds the amount shown in Column 2, the Company shall pay Executive the difference between the amount shown in Column 2 and the fair market value of one share of Entergy common stock on that date, multiplied by the number in Column 3. |
Column 1 | Column 2 | Column 3 | ||||||||
Description | (vesting date) | (strike price) | (number of shares) | |||||||
(2006 grant)
|
January 26, 2009 | $ | 68.89 | 2,668 |
(b) | If, as of the date specified in Column 1 of the table below, Executive has remained in continuous employment with the Company since his Employment Date, then the Company shall pay Executive an amount determined by: |
(i) | adding |
(A) | the fair market value of one share of Entergy common stock on that date; plus | ||
(B) | the sum of all dividends paid on one share of Entergy common stock in the 36 months ending on that date; and |
(ii) | multiplying the sum determined in subparagraph (i) by the number in Column 2. |
Column 1 | Column 2 | |||||
Description | (day after end of period) | (number of shares) | ||||
(2006-2008 performance period)
|
January 1, 2009 | 1,100 |
(c) | (i) The fair market value of a share of Entergy common stock as of any date provided for in paragraph (a) or (b) shall be based on the closing price therefor on that date, or if that date is a holiday for the New York Stock Exchange, the next date on which the New York Stock Exchange is open for business, all as published in the Wall Street Journal. |
3
(ii) | If there shall occur any merger, consolidation, liquidation, issuance of rights or warrants to purchase securities, recapitalization, reclassification, stock dividend, spin-off, split-off, stock split, reverse stock split or other distribution with respect to the shares of Entergy common stock, or any similar corporate transaction or event in respect of Entergy common stock between Executives Employment Date and any date specified in the table set forth in paragraph (a) or (b), then a proportionate adjustment shall be made in Columns 2 and 3 of the chart in paragraph (a) and in Column 2 of the chart in paragraph (b), without change in the value represented therein. |
(d) | The Company shall pay the amount based on the price of Entergy common stock as of any date provided for in paragraph (a) or (b) not later than thirty (30) days following that date. |
4. | Deferred Compensation . The Company shall establish a hypothetical Deferred Compensation Account for the benefit of Executive in accordance with the following: |
(a) | The Deferred Compensation Account shall be credited with the following amounts as of the following specified dates, provided that Executive remains in continuous employment with the Company on the specified dates. |
Specified Date | Amount | |
July 15, 2008 | $1,000,000 | |
June 1, 2009 | $1,000,000 | |
June 1, 2010 | $1,000,000 | |
June 1, 2011 | $1,000,000 |
(b) | No interest, earnings or market value adjustments will be applied to the amounts in the Deferred Compensation Account at any time. | ||
(c) | Executives Deferred Compensation Account shall become 100% vested as of the first to occur of the following dates (Vesting Date): |
(i) | June 1, 2012, provided that Executive is continuously employed with the Company from the date of this Agreement through June 1, 2012, or | ||
(ii) | Executives Termination Date by reason of his death, Disability or involuntary termination without Cause. |
(d) | The amount payable to Executive under this Section 4 will be the amount of the Deferred Compensation Account on his Vesting Date; provided, if vesting is caused by Executives death, the amount payable shall be $4,000,000, regardless of the date of death, and shall be paid to Executives Spouse, or if Executive is not survived by his Spouse, to Executives estate. | ||
(e) | The amount payable pursuant to this Section 4 shall be paid in the form of single sum within 30 days after the Vesting Date. |
4
(f) | The amount payable pursuant to this Section 4 shall not be taken into account for purposes of determining the amount available for deferral by Executive or the amount of the benefit accrued by Executive under any qualified or non-qualified, funded or unfunded deferred compensation or retirement plan or welfare benefit plan in which Executive is eligible to participate. | ||
(g) | Upon Executives Termination Date for any reason other than death, Disability or involuntary termination without Cause before occurrence of a Vesting Date, the Deferred Compensation Account shall be forfeited in its entirety. |
5. | Supplemental Pension Benefit . |
(a) | Notwithstanding anything in the SEBRP to the contrary, the form, amount and timing of payments of Executives SEBRP benefits shall be determined under this Section 5, which shall be deemed to modify the SEBRP with respect to Executive. | ||
(b) | If Executives Termination Date occurs for any reason after he has completed at least five (5) Years of Service, Executive shall be entitled to a supplemental pension valued on the basis of a single life annuity payable upon his termination of employment equal to the greater of (i) 10% of Executives Final Average Pay per Year of Service, to a maximum of 60% of Executives Final Average Pay, reduced by the actuarially equivalent benefit payable under the Qualified Plan, or (ii) the Executives benefit payable under the SEBRP (determined solely by reference to the SEBRP document) converted to an actuarially equivalent life annuity payable upon his termination of employment. In no event, however, shall Executives monthly benefit be less than the amount determined in Section 5(c). | ||
Executives benefit under this Section 5(b) shall be payable 50% in the applicable annuity form described in the next sentence and 50% in an actuarially equivalent single sum. If Executives Spouse is living on the Termination Date, the applicable annuity form shall be an actuarially equivalent 100% joint and survivor annuity measured by the remaining lifetimes of Executive and his Spouse, and if Executives Spouse is not living on the Termination Date, the applicable annuity form shall be a single life annuity measured by Executives remaining lifetime. | |||
If Executives employment terminates as a result of death, (i) the lump sum benefit described above shall be payable upon his death to his surviving Spouse, if she is then living, otherwise to his estate, and (ii) if Executive is survived by his Spouse, she shall receive the survivor annuity portion of the 100% joint and survivor annuity described above. | |||
(c) |
(i) If Executives Termination Date occurs before he has completed five (5)
Years of Service for any reason other than voluntary resignation or termination for
Cause, Executive shall be entitled to a supplemental pension equal to $24,226 per
month payable for the remaining lifetime of Executive, and if Executive is survived by
his Spouse, for the remaining lifetime of the Spouse after Executives death, reduced
as provided for in subparagraph (ii).
|
5
(ii) | The benefit payable pursuant to paragraph (i) shall be offset by the corresponding actuarially equivalent benefits payable under the Qualified Plan, if vested on the Termination Date. | ||
(iii) | In the event Executives Termination Date occurs on or after the date he has completed three (3) Years of Service but before he has completed five (5) Years of Service on account of voluntary resignation or termination for Cause, Executive shall receive his benefit payable under the SEBRP determined solely by reference to the SEBRP document converted to an actuarially equivalent joint and 100% survivor annuity for the lifetime of Executive and his Spouse. If Executives Termination Date occurs before he has completed five (5) Years of Service for any reason other than as described in the preceding sentence, Executive shall not receive a benefit calculated under the SEBRP document, but instead shall receive the benefit described in Section 5(c)(i). |
(d) | Subject to Section 6, Executives benefits under this Section 5 shall commence on the first day of the month following his Termination Date. For the avoidance of doubt, Executives benefits under this Section 5 shall not be actuarially reduced to reflect early commencement of benefits if he terminates employment before age 65. | ||
(e) | All determinations of actuarial equivalence provided for in this Section 5 shall be made on the basis of the actuarial assumptions in use as of the specified dates under the Qualified Plan. |
6. | Specified Employee Rule . Notwithstanding any provision of Section 5, if Executive is a specified employee as defined by the Company for purposes of Section 409A on his Termination Date and his Termination Date is not caused by his death or Disability, payments provided for in Section 5 shall not begin until 6 months after his Termination Date, and all amounts otherwise payable earlier than 6 months following his Termination Date shall be paid on the first day of the seventh full calendar month following his Termination Date. |
7. | Special Medical Benefits in Certain Circumstances . If Executives Termination Date occurs before January 25, 2012 by reason of involuntary termination without Cause, death, Disability or following a Change of Control, or for any reason on or after January 25, 2012, Executive and his Spouse, or if Executives Termination Date is caused by his death, his Spouse alone, shall receive coverage available to retired Company executives of the same rank as Executive as of his Termination Date or their widowed spouses, as the case may be, under the Companys retiree medical plan in effect from time to time or equivalent coverage funded by insurance, as determined by the Company in its sole discretion, subject to Executives or his Spouses payment of contributions at the same rate as contributions for equivalent coverage due from such other executives who commenced employment with the Company before 2003 and have 25 or more Years of Service (or their spouses), as determined from time to time. |
8. | Termination for Disability . If Executive has been absent from his duties hereunder on a full-time basis for five (5) consecutive months on account of a Disability, the Company may |
6
provide a Notice of Termination which satisfies the requirements of Section 10, and Executives employment shall, for purposes of this Agreement, terminate sixty (60) days thereafter, unless Executive returns to the performance of his duties on a full-time basis prior to the end of the sixty (60) day period. |
9. | Termination Not Giving Rise to Company Obligations . If Executives employment is terminated for Cause or if Executive voluntarily terminates his employment before January 25, 2012, subject to the procedures set forth in Section 10, Executive shall not be entitled to receive any amount or benefit otherwise due under this Agreement after the Termination Date. |
10. | Termination Notice and Procedure . Any termination by the Company or Executive of Executives employment shall be communicated by written Notice of Termination to Executive if such Notice is delivered by the Company and to the Company if such Notice is delivered by Executive, all in accordance with the following procedures: |
(a) | The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. | ||
(b) | Any Notice of Termination by the Company shall be approved in writing by its Chief Executive Officer and Chief Operating Officer. | ||
(c) | If the Company shall give a Notice of Termination for Cause and Executive in good faith notifies the Company that a dispute exists concerning such termination within the fifteen (15) day period following Executives receipt of such notice, then if it is thereafter determined that: |
(i) | the reason given by the Company for termination did exist, Executives Termination Date shall be the date set forth in the Companys Notice of Termination for Cause; or | ||
(ii) | the reason given by the Company for termination did not exist, the employment of Executive shall be deemed to have been terminated involuntarily without Cause on the date set forth in the Companys Notice of Termination. |
11. | Obligations of Executive . Executive covenants and agrees, during Executives employment with the Company and following his Termination Date, to hold in strict confidence any and all information in Executives possession as a result of Executives employment with the Company; provided that nothing in this Agreement shall be construed as prohibiting Executive from reporting any suspected instance of illegal activity of any nature, any nuclear safety concern, any workplace safety concern or any public safety concern to the United States Nuclear Regulatory Commission, United States Department of Labor or any federal or state governmental agency or prohibiting Executive from participating in any way in any state or federal administrative, judicial or legislative proceeding or investigation with respect to any such claims and matters. |
7
12. | Company Right of Offset . In the event that the Company has paid Executive more than the amount to which Executive is entitled under this Agreement, the Company shall have the right to recover all or any part of such overpayment from Executive or from whomsoever has received such amount. |
13. | Amendment and Termination . The term of this Agreement shall expire when all obligations of the Company and Executive hereunder have been satisfied. This Agreement sets forth the entire agreement between Executive and the Company with respect to the subject matter hereof, and supersedes all prior oral or written negotiations, commitments, understandings and writings with respect thereto. This Agreement may not be terminated, amended or modified during its term as specified above except by written instrument executed by the Company and Executive. |
14. | Withholding . The Company shall be entitled to withhold from amounts to be paid to Executive under this Agreement any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold. |
15. | Venue; Governing Law . This Agreement and Executives and Companys respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Arizona. Any action concerning this Agreement shall be brought in the Federal or state courts located in the County of Maricopa, Arizona, and each party consents to the venue and jurisdiction of such courts. |
16. | Notice . Notices given pursuant to this Agreement shall be in writing and (a) if hand delivered, shall be deemed given when delivered, and (b) if mailed, shall be deemed delivered when placed in the United States mail, postage prepaid, addressed, | |
if to the Company, to: |
17. | Funding . Amounts payable under this Agreement shall constitute an unfunded general obligation of the Company payable from its general assets, and the Company shall not be required to establish any special fund or trust for purposes of paying benefits under this Agreement. The Executive shall not have any vested right to any particular assets of the |
8
Company as a result of execution of this Agreement and shall be a general creditor of the Company. |
18. | No Waiver . No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time. |
19. | Claims Procedure Any claim for benefits under Sections 4 or 5 shall be processed under the Qualified Plan claims procedure. |
20. | Administration and Interpretation of Agreement . The Company acting through the Administrative Committee under the Qualified Plan shall be responsible for and shall control and manage the operation and administration of this Agreement, except as otherwise specifically provided for herein. The Company shall administer the provisions of this Agreement in accordance with its terms and shall have all powers necessary to carry out the provisions of this Agreement. The Administrative Committee shall interpret this Agreement and shall have the discretionary authority to determine all questions arising in the administration, interpretation, and application of this Agreement. Any such determination by the Administrative Committee shall presumptively be conclusive and binding on all persons. |
21. | Section 409A Compliance . This Agreement is designed to comply with Section 409A. Notwithstanding any other provision of this Agreement, all provisions of this Agreement shall be construed in a manner consistent with Section 409A. |
ARIZONA PUBLIC SERVICE COMPANY
|
||||
By | /s/ Donald Robinson | |||
Its Sr VP Planning & Administration | ||||
/s/ Randall K. Edington | ||||
Randy Edington | ||||
9
Twelve Months Ended December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Earnings:
|
||||||||||||||||||||
Income from continuing
operations
|
$ | 213,557 | $ | 298,744 | $ | 316,265 | $ | 227,288 | $ | 242,887 | ||||||||||
Income taxes
|
65,407 | 150,910 | 155,855 | 129,533 | 133,771 | |||||||||||||||
Fixed charges
|
241,976 | 235,705 | 225,119 | 214,430 | 214,803 | |||||||||||||||
|
||||||||||||||||||||
Total earnings
|
$ | 520,940 | $685,359 | $ | 697,239 | $ | 571,251 | $ | 591,461 | |||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed Charges:
|
||||||||||||||||||||
Interest expense
|
$ | 216,290 | $ | 208,521 | $ | 196,826 | $ | 185,087 | $ | 183,527 | ||||||||||
Estimated interest portion
of annual rents
|
25,686 | 27,184 | 28,293 | 29,343 | 31,276 | |||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 241,976 | $ | 235,705 | $ | 225,119 | $ | 214,430 | $ | 214,803 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of Earnings to Fixed
Charges (rounded down)
|
2.15 | 2.90 | 3.09 | 2.66 | 2.75 | |||||||||||||||
|
Twelve Months Ended December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Earnings:
|
||||||||||||||||||||
Income from Continuing
Operations
|
$ | 262,344 | $ | 283,940 | $ | 269,730 | $ | 170,479 | $ | 199,627 | ||||||||||
Income taxes
|
107,261 | 151,157 | 138,927 | 98,010 | 120,030 | |||||||||||||||
Fixed charges
|
213,583 | 202,044 | 191,174 | 178,437 | 181,372 | |||||||||||||||
|
||||||||||||||||||||
Total earnings
|
$ | 583,188 | $ | 637,141 | $ | 599,831 | $ | 446,926 | $ | 501,029 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed Charges:
|
||||||||||||||||||||
Interest charges
|
$ | 183,503 | $ | 170,594 | $ | 158,769 | $ | 145,502 | $ | 146,983 | ||||||||||
Amortization of
debt discount
|
4,702 | 4,639 | 4,363 | 4,085 | 4,854 | |||||||||||||||
Estimated interest portion
of annual rents
|
25,378 | 26,811 | 28,042 | 28,850 | 29,535 | |||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 213,583 | $ | 202,044 | $ | 191,174 | $ | 178,437 | $ | 181,372 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of Earnings to Fixed
Charges (rounded down)
|
2.73 | 3.15 | 3.13 | 2.50 | 2.76 | |||||||||||||||
|
Twelve Months Ended December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Earnings:
|
||||||||||||||||||||
Income from continuing
operations
|
$ | 213,557 | $ | 298,744 | $ | 316,265 | $ | 227,288 | $ | 242,887 | ||||||||||
Income taxes
|
65,407 | 150,910 | 155,855 | 129,533 | 133,771 | |||||||||||||||
Fixed charges
|
241,976 | 235,705 | 225,119 | 214,430 | 214,803 | |||||||||||||||
|
||||||||||||||||||||
Total earnings
|
$ | 520,940 | $ | 685,359 | $ | 697,239 | $ | 571,251 | $ | 591,461 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed Charges:
|
||||||||||||||||||||
Interest expense
|
$ | 216,290 | $ | 208,521 | $ | 196,826 | $ | 185,087 | $ | 183,527 | ||||||||||
Estimated interest
portion of annual
rents
|
25,686 | 27,184 | 28,293 | 29,343 | 31,276 | |||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 241,976 | $ | 235,705 | $ | 225,119 | $ | 214,430 | $ | 214,803 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Preferred Stock Dividend
Requirements:
|
||||||||||||||||||||
Income before income
taxes
|
$ | 278,964 | $ | 449,654 | $ | 472,120 | $ | 356,821 | $ | 376,658 | ||||||||||
Net income from
continuing operations
|
213,557 | 298,744 | 316,265 | 227,288 | 242,887 | |||||||||||||||
|
||||||||||||||||||||
Ratio of income before
income taxes to net
income
|
1.306 | 1.505 | 1.493 | 1.570 | 1.551 | |||||||||||||||
Preferred stock dividends
|
| | | | | |||||||||||||||
|
||||||||||||||||||||
Preferred stock dividend
requirements ratio
(above) times preferred
stock dividends
|
$ | | $ | | $ | | $ | | $ | | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed Charges and Preferred
Stock Dividend Requirements:
|
||||||||||||||||||||
Fixed charges
|
$ | 241,976 | $ | 235,705 | $ | 225,119 | $ | 214,430 | $ | 214,803 | ||||||||||
Preferred stock dividend
requirements
|
| | | | | |||||||||||||||
|
||||||||||||||||||||
Total
|
$ | 241,976 | $ | 235,705 | $ | 225,119 | $ | 214,430 | $ | 214,803 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of Earnings to
Combined Fixed Charges
and Preferred Stock
Dividend
Requirements (rounded
down)
|
2.15 | 2.90 | 3.09 | 2.66 | 2.75 | |||||||||||||||
|
|
1) GenWest, LLC | } now under PWCC | ||
|
2) APACS Holdings, LLC | } now under PWCC |
1) | Acoustic Locating Services, LLC | ||
2) | Aegis Technologies, Inc. | ||
3) | Arizona Business Accelerator | ||
4) | Arizona Professional Baseball Ltd Partnership | ||
5) | Dominion Fund II (Dissolved as of 12/31/02) | ||
6) | El Dorado Ventures / El Dorado Ventures II (Dissolved as of 12/31/02) | ||
7) | El Dorado Ventures III (Dissolving) | ||
8) | Gateway Data Sciences Corp. (Dissolved as of 12/31/02) | ||
9) | NAC Holding Inc./ NAC International Inc. (All stock sold on 11/18/04 to USEC, Inc) | ||
10) | NxtPhase Corporation | ||
11) | Phoenix Downtown Theater LLC | ||
12) | Phoenix Suns Ltd Partnership (Sold on 6/30/04) | ||
13) | PowerOneData, Inc. | ||
14) | Serveron Corporation | ||
15) | Underground Imaging Technologies, LLC (Vermeer Manufacturing Company) |
1. | Avimor Water Reclamation Company (fka Foothills Sewer Company, Inc.) | |
2. | Centrepoint Associates, LLC (Kimco) | |
3. | Club West Golf Course, LLC | |
4. | Coral Canyon HD, LLC (SITLA) | |
5. | Golf de Mexico, S.A. de C.V. | |
6. | Hayden Ferry Lakeside, LLC (SunCor is Sole Member- purchased Benton-Robb interest) | |
Lakeside Residential Communities, LLC | ||
BV at Hayden Ferry Lakeside, LLC | ||
Edgewater at Hayden Ferry Lakeside, LLC | ||
Waterford at Hayden Ferry Lakeside, LLC | ||
Hayden Ferry Lakeside II, LLC | ||
Hayden Ferry Lakeside III, LL | ||
7. | Hidden Hills of Scottsdale, LLC | |
8. | Highland Water Company, Inc. | |
9. | Kabuto SunCor JV (Kabuto Intl Corp.) | |
10. | Marina Heights, LLC | |
11. | Palm Valley 303 Building 1, LLC | |
12. | Palm Valley Golf Club, Inc. | |
13. | Palm Valley Professional Plaza, LLC | |
14. | Ranch Communities of America, LLC (NZ Legacy, LLC) | |
15. | Rancho Viejo de Santa Fe, Inc. | |
Rancho Viejo Village Center, LLC (Dissolved 04-04-05) | ||
Ranchland Utility Company | ||
Santa Fe Water Resource Alliance, LLC | ||
16. | Riverside Distribution Center, LLC (Ryan Buckeye, LLC) | |
17. | Scottsdale Mountain Limited Partnership | |
18. | SDC Prescott, LLC | |
19. | SDC Prescott Valley, LLC | |
20. | SDC Yavapai, LLC | |
21. | Sedona Golf Resort LC (Sedona Assoc. LP) | |
22. | StoneRidge Commercial, LLC (WLD Prescott, LLC) | |
23. | StoneRidge Prescott Valley LLC (WLD Prescott, LLC) | |
StoneRidge Golf Course, LLC | ||
24. |
SunCor Homes, Inc. (fka Golden Heritage Homes, Inc.)
SunCor Construction AZ, Inc. (fka Golden Heritage Construction, Inc.) Golden Heritage Construction Nevada, LLC |
|
SunCor Financial, LLC (fka HFS Mortgage, LLC) | ||
25. | SunCor Construction, Inc. (fka SCM, Inc.) | |
26. | SunCor Golf, Inc. | |
Westworld Golf Course, LLC | ||
27. | SunCor Idaho, Inc. | |
Avimor, LLC (fka SunCor Idaho, LLC and Spring Valley Development, LLC) | ||
SunCor Realty & Management Idaho, LLC | ||
28. | SunCor New Mexico, Inc. | |
SunCor Albuquerque, LLC | ||
SunCor Construction NM, LLC | ||
29. | SunCor Realty & Management Company | |
30. | SunCor Utah, Inc. | |
Coral Canyon Town Center, LLC (SITLA and Southern | ||
Utah Homebuilders Association) | ||
Coral Canyon Town Center II, LLC (SITLA) | ||
31. | SunRidge Canyon, LLC | |
32. | Talavi Associates, LLC (WLD Partners) | |
33. | TypeTwo, Inc. (Kabuto Intl Corp.) |
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
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 registrants 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 registrants internal control over financial reporting. |
/s/ William J. Post | ||||
William J. Post | ||||
Chairman and Chief Executive Officer |
2
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
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 registrants 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 registrants internal control over financial reporting. |
/s/ James R. Hatfield | ||||
James R. Hatfield | ||||
Senior Vice President & Chief Financial Officer |
1. | I have reviewed this Annual Report on Form 10-K of Arizona Public Service Company; | |
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
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 registrants 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 registrants internal control over financial reporting. |
/s/ Donald E. Brandt | ||||
Donald E. Brandt | ||||
Chief Executive Officer |
1. | I have reviewed this Annual Report on Form 10-K of Arizona Public Service Company; | |
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
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 registrants 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 registrants internal control over financial reporting. |
/s/ James R. Hatfield | ||||
James R. Hatfield | ||||
Senior Vice President & Chief Financial Officer |
/s/ William J. Post | ||||
William J. Post | ||||
Chairman and Chief Executive Officer | ||||
/s/ James R. Hatfield | ||||
James R. Hatfield | ||||
Senior Vice President and Chief Financial Officer |
/s/ Donald E. Brandt | ||||
Donald E. Brandt | ||||
Chief Executive Officer | ||||
/s/ James R. Hatfield | ||||
James R. Hatfield | ||||
Senior Vice President and
Chief Financial Officer |
||||