0000764622-19-000064.txt : 20190614 0000764622-19-000064.hdr.sgml : 20190614 20190614142826 ACCESSION NUMBER: 0000764622-19-000064 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190614 DATE AS OF CHANGE: 20190614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE WEST CAPITAL CORP CENTRAL INDEX KEY: 0000764622 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860512431 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08962 FILM NUMBER: 19898547 BUSINESS ADDRESS: STREET 1: 400 NORTH FIFTH STREET STREET 2: MS8695 CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 602 250 1000 MAIL ADDRESS: STREET 1: 400 NORTH FIFTH STREET STREET 2: MS8695 CITY: PHOENIX STATE: AZ ZIP: 85004 FORMER COMPANY: FORMER CONFORMED NAME: AZP GROUP INC DATE OF NAME CHANGE: 19870506 11-K 1 a11-k123118.htm 11-K Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K
 
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the fiscal year ended December 31, 2018
 
OR
 
o
TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the transition period from                             to                            
 
Commission file number  1-8962
 
The Pinnacle West Capital Corporation Savings Plan
(Full title of the plan)
 
Pinnacle West Capital Corporation
(Name of issuer)
 
400 North Fifth Street
P.O. Box 53999
Phoenix, Arizona 85072-3999
(Address of issuer’s principal executive office)




THE PINNACLE WEST CAPITAL CORPORATION SAVINGS PLAN
 
TABLE OF CONTENTS
 
 
NOTE:  Supplemental schedules required by section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, other than the schedule listed above, are omitted because of the absence of the conditions under which they are required.




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Participants,
Investment Management Committee
and Benefit Administration Committee of
The Pinnacle West Capital Corporation Savings Plan
Phoenix, Arizona
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of The Pinnacle West Capital Corporation Savings Plan (the "Plan") as of December 31, 2018 and 2017, and the related statement of changes in net assets available for benefits for the year ended December 31, 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Schedule
The supplemental schedule of assets (held at end of year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ DELOITTE & TOUCHE LLP
 
Phoenix, Arizona
June 14, 2019

We have served as the auditor of the Plan since 1979.




THE PINNACLE WEST CAPITAL CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2018 AND 2017
 
 
 
2018
 
2017
ASSETS:
 
 

 
 

Participant-directed investments at fair value (Notes 2 and 5)
 
$
1,003,821,574

 
$
1,094,716,099

Participant-directed investments at contract value (Notes 2 and 4)
 
131,582,575

 
132,899,031

Receivables:
 
 

 
 

Notes receivable from participants (Note 1)
 
24,159,475

 
24,182,156

Participant contributions
 
2,906,947

 
2,592,349

Employer contributions
 
914,892

 
815,554

Interest and other
 
1,045,342

 
560,249

Total receivables
 
29,026,656

 
28,150,308

Total assets
 
1,164,430,805

 
1,255,765,438

LIABILITIES:
 
 

 
 

Payable for securities purchased
 
2,400,433

 
391,472

Accrued administrative expenses
 
501,339

 
316,801

Total liabilities
 
2,901,772

 
708,273

NET ASSETS AVAILABLE FOR BENEFITS
 
$
1,161,529,033

 
$
1,255,057,165

 
See notes to financial statements.


2


THE PINNACLE WEST CAPITAL CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2018
 
ADDITIONS:
 

 
 

Contributions (Note 1):
 

Participants
$
60,576,231

Employer
21,986,662

Rollover
6,695,622

Total contributions
89,258,515

 
 

Investment income (Note 2):
 

Dividend, interest, and other income
16,479,208

Net realized/unrealized depreciation in fair value of investments
(79,078,575
)
Total investment loss
(62,599,367
)
 
 

Interest income on notes receivable from participants
1,152,580

 
 

Total additions
27,811,728

 
 

DEDUCTIONS:
 

 
 

Distributions to participants
118,675,153

Administrative expenses (Note 2)
2,664,707

Total deductions
121,339,860

 
 

DECREASE IN NET ASSETS
(93,528,132
)
 
 

NET ASSETS AVAILABLE FOR BENEFITS:
 

 
 

Beginning of year
1,255,057,165

End of year
$
1,161,529,033

 
See notes to financial statements.


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THE PINNACLE WEST CAPITAL CORPORATION SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS

 
1.    DESCRIPTION OF THE PLAN
 
The following description of The Pinnacle West Capital Corporation Savings Plan (the "Plan") provides only general information.  Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
General
 
The Plan is a defined contribution plan sponsored by Pinnacle West Capital Corporation ("Pinnacle West" or the "Company").  The Plan is administered by two committees, the Benefit Administration Committee and the Investment Management Committee, appointed by the Pinnacle West Board of Directors (together, the "Committee"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Trustee and recordkeeper for the Plan is Fidelity Management Trust Company ("Trustee").
 
The Trustee is the appointed investment manager of the Pinnacle West Stock Fund, which is an investment option in the Plan. As the appointed investment manager of this option, the Trustee (1) manages the liquidity of the Pinnacle West Stock Fund and (2) accepts direction regarding the voting of shares held in the Pinnacle West Stock Fund for which no proxies are received. The Pinnacle West Stock Fund is an Employee Stock Ownership Plan. To the extent set forth by the terms of the Plan, participants may exercise voting rights by providing instructions to the Trustee related to the number of whole shares of stock represented by the units of the Pinnacle West Stock Fund allocated to their accounts. The Investment Management Committee directs the Trustee on voting shares of Pinnacle West common stock on routine matters (for those shares for which the Trustee does not receive participant directions).
 
Eligibility
 
Generally, as defined by the Plan, most active employees of Pinnacle West and its subsidiaries, including Arizona Public Service Company, El Dorado Investment Company and Bright Canyon Energy Corporation (collectively, the "Employer"), are eligible to participate in (1) the pretax, Roth 401(k), and after-tax features of the Plan immediately upon employment or, if later, their attainment of age 18 and (2) the matching feature on the first day of the month coincident with or following their attainment of age 18 and completion of six full months of service.

Contributions
 
The Plan allows participants to contribute up to 50% of their base pay as pretax contributions, Roth 401(k) contributions or after-tax contributions, provided that in no event can the combined total contributions made by any participant in any year exceed 50% of their base pay, or the limits imposed by the Internal Revenue Code.  Eligible employees who do not affirmatively elect to participate or opt out of the Plan are automatically enrolled as soon as administratively possible after 60 days of employment.  Employees automatically enrolled contribute 3% of their base pay as pretax contributions.  The Plan also allows participants attaining the age of 50 before the end of the calendar year to make catch-up contributions in accordance with Section 414(v) of the Internal Revenue Code. The maximum allowable pretax contribution ($18,500 for 2018) and catch-up contribution ($6,000 for 2018) may increase in future years as determined

4


annually by the Internal Revenue Service.  Participants may elect to set their pretax contributions to increase automatically on an annual basis based on the percent increase and effective date designated by the participant, up to the maximum limits permitted under the Plan and the Internal Revenue Code.
 
Employer contributions are fixed at 75% of the first 6% of base pay for combined pretax and/or Roth 401(k) participant contributions (excluding catch-up contributions) for all participants other than employees hired prior to January 1, 2003 and who elected not to participate in the Retirement Account Balance feature of the Pinnacle West Capital Corporation Retirement Plan. Participants hired prior to January 1, 2003, and who elected not to participate in the Retirement Account Balance feature, receive an Employer match of 50% of the first 6% of base pay contributed, in combination, as pretax and/or Roth 401(k) participant contributions (excluding catch-up contributions).
 
Employer contributions are invested in the same investment funds as participants elect for their participant contributions.  Noncash contributions, if any, are recorded at fair value. There was no noncash contribution for the year ended December 31, 2018.
 
The Plan allows rollover contributions from other eligible retirement plans, including 401(k) or other qualified plans (including after-tax dollars), governmental 457(b) plans, Roth 401(k) accounts, 403(b) annuities (including after-tax dollars), or IRAs (excluding after-tax dollars), subject to certain criteria. Rollover contributions are not eligible for employer match.
 
Participants may elect to receive dividends on Pinnacle West stock in their account in the form of cash.  If a participant does not elect to receive the dividend in the form of cash prior to the dividend payable date for that dividend, it is automatically reinvested in the Pinnacle West Stock Fund.

Participant Accounts
 
Individual accounts are maintained for each Plan participant.  Allocations of earnings and losses are based on participant account balances.  Each participant has separate accounts that are credited with the participant’s pretax, Roth 401(k), after-tax contributions, rollover contributions (if any), in-plan Roth conversions (if any), the Employer’s matching contributions and an allocation of Plan earnings.  Each participant’s account is charged with withdrawals, an allocation of Plan losses and explicit recordkeeping and administrative fees (See Note 2).  A dollar amount is deducted quarterly from each participant’s account for the explicit recordkeeping and administrative fees.

Investment Choices
 
Participants direct all contributions into one or more of the following (collectively, the "Funds"): 
 
Age-based investment options ("Target Retirement Date Funds")* that include:
Retirement Income Fund
Target Retirement 2015 Fund
Target Retirement 2020 Fund
Target Retirement 2025 Fund
Target Retirement 2030 Fund
Target Retirement 2035 Fund
Target Retirement 2040 Fund
Target Retirement 2045 Fund

5


Target Retirement 2050 Fund
Target Retirement 2055 Fund
Target Retirement 2060 Fund

Core investment options that include:
Stable Value Fund*
US Bond Index
Bond Fund*
Diversified Inflation Fund
US Large Cap Stock Index
US Large Cap Stock Fund*
US Small/Mid Cap Stock Index
US Small/Mid Cap Stock Fund*
Non-US Stock Index
Non-US Stock Fund
Pinnacle West Stock Fund*

* Separately managed accounts, specific to this Plan only.

The Plan provides that in lieu of making their own investment elections in the funds, participants may (a) choose to have an investment allocation suggested for them through the Plan's personal asset manager program or chose to have their portfolio managed for them utilizing the Plan's Managed Account service, both of which provide a personalized mix of the Plan's Core investment options; (b) allow their balance to be invested in the Qualified Default Investment Alternative ("QDIA") which is the family of Target Retirement Date Funds (separately managed accounts) that are composed of the Core investment options; (c) establish a self-directed brokerage account ("SDA") to invest up to 90% of their vested account balance in permitted investments of the SDA (which excludes the Funds); or (d) elect to have their investment mix of Funds automatically rebalanced according to their investment elections on a quarterly, semiannual or annual basis.

Notes Receivable from Participants
 
Participants may borrow money from their pretax contributions account, Roth 401(k) contributions account, vested Employer contributions account, rollover contributions account (if any), and in-plan Roth conversions (if any).  Participants may not borrow against their Employer transfer account or their after-tax contributions account.
 
The minimum participant loan allowed is $1,000. The maximum participant loan allowed is 50% of the participant’s vested account balance, up to $50,000 reduced by the participant’s highest outstanding loan balance in the 12-month period ending on the day before the loan is made.  Only one loan per participant may be outstanding at any one time.  Loan terms are up to five years or up to 15 years for the purchase of the participant’s principal residence.  An administrative fee is charged to the participant’s account for each loan.  Participants with an outstanding loan may continue to make loan repayments upon termination of employment with the Employer, unless they receive a full distribution of their account balance.
 
The interest rate for a participant loan is determined at the time the loan is requested and is fixed for the life of the loan.  The interest rate will be at least as great as the interest rate charged by the Trustee to its individual clients for an unsecured loan on the date the loan is made.  The Trustee currently charges interest at the prime interest rate plus one percent, determined as of the first business day of the month in which the loan is issued.  The average interest rate for loans issued during 2018 was 5.89%.  Interest rates for outstanding

6


loans as of December 31, 2018 and 2017, ranged from 4.25% to 9.25%.  As of December 31, 2018, participant loans have maturities through 2033.
 
Loans are treated as an investment of the participant’s accounts.  To fund the loan, transfers are made from the participant’s investment funds on a pro-rata basis.  Amounts credited to a participant’s SDA are not available for a loan.  Loan repayments are invested in the participant’s investment funds based on the participant’s current investment election or in the QDIA, if the participant does not have a current investment election in place.  Loan repayments, including interest, are generally made through irrevocable payroll deductions.  Loan repayments for former participants are made through the automated clearing house system.  Loans are secured by the participant’s account balance.
 
Vesting
 
Effective April 1, 2006, each new participant is automatically fully vested in the participant’s pretax contributions account, Roth 401(k) contributions account, after-tax contributions account, rollover contributions account (if any), in-plan Roth conversions (if any) (consisting of the participant’s contributions and related income and appreciation or depreciation), Employer transfer account, and Employer contributions account (consisting of Employer contributions and related income and appreciation or depreciation).
 
Withdrawals and Distributions
 
A participant may at any time make a full or partial withdrawal of the balance in the participant’s after-tax contributions account, rollover contributions account (if any), and in-plan Roth conversions (if any).  No withdrawals prior to termination of employment are permitted from a participant’s Employer transfer account.  No withdrawals prior to termination of employment are permitted from the participant’s pretax contributions account and Roth 401(k) contributions account, except under certain limited circumstances relating to financial hardship or after attaining age 59-1/2.  Prior to 2019, if an employee withdrew pretax or Roth 401(k) contributions due to financial hardship, the only earnings on pretax contributions that could be withdrawn are those credited prior to January 1, 1989, and no earnings on Roth 401(k) contributions could be withdrawn. Prior to 2019, employees taking a financial hardship were required to take a loan prior to a hardship withdrawal and were subsequently suspended from making contributions to the Plan for six months. Participants who have participated in the Plan for five complete Plan years may withdraw the amount in their Employer contributions account.  Participants who are at least age 59-1/2 may withdraw any portion of their pretax contributions account, Roth 401(k) contributions account, rollover contributions account (if any), or in-plan Roth conversions (if any) while employed with no restrictions on the reason for withdrawal.  For all withdrawals and distributions, penalties may apply. Amounts credited to a participant’s SDA are not available for a withdrawal until transferred back into the Funds.  When the participant’s employment with the Employer is terminated, the participant can elect to receive a full or partial distribution, as soon as administratively possible, of their Employer contributions account together with the participant’s contributions accounts and Employer transfer account.

Forfeitures
 
Effective April 1, 2006, new participants are automatically vested when they begin participating in the Plan, including the Employer match and any earnings on those contributions.
 

7


Termination of the Plan
 
It is the Company’s present expectation that the Plan and the payment of Employer contributions will be continued indefinitely.  However, continuance of any feature of the Plan is not assumed as a contractual obligation.  The Company, at its discretion, may terminate the Plan and distribute net assets, subject to the provisions set forth in ERISA and the Internal Revenue Code, or discontinue Company's contributions.
 
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Accounting
 
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Subsequent Events

Subsequent events were evaluated through June 14, 2019, the date the financial statements issued. Effective January 1, 2019, the Company has amended the Plan to comply with the Bipartisan Budget Act of 2018. Participants are no longer required to take a loan prior to a hardship withdrawal and contributions are no longer suspended as a result of taking a hardship withdrawal.


Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

Risks and Uncertainties
 
The Plan utilizes various investment instruments, including mutual funds, common and collective trusts, separate accounts, stocks, bonds, and a stable value fund.  Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, liquidity risk, and overall market volatility.  Due to the level of risk associated with certain investment securities, it is possible that changes in the value of investment securities may occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

Investment Valuation

The Plan’s investments are stated at fair value (except for fully benefit-responsive investment contracts, which are reported at contract value), less costs to sell, if those costs are significant.  Fair value is the price that would be received upon the sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date.  See Note 5 for fair value measurements and disclosures of the Plan’s investments reported at fair value.


8


The Plan's investment options include a unitized stock fund, which owns shares of Pinnacle West common stock, and together with a small portion of cash maintained for liquidity purposes, is recorded on a unit basis. Pinnacle West's common shares are traded on the NYSE and are valued at the NYSE closing price on the last business day of the plan year. (See Note 5). The valuation per share of Pinnacle West's common stock was $85.20 and $85.18 at December 31, 2018 and 2017, respectively. The valuation per unit of the Pinnacle West stock fund was $21.00 and $21.01 at December 31, 2018 and 2017, respectively.

Included in investments at December 31, 2018 and 2017, are shares of Pinnacle West common stock amounting to $92,307,384 and $104,147,031, respectively. This investment represents 8% of total investments at December 31, 2018 and 2017, respectively. A significant decline in the market value of the stock could have an effect on the net assets available for benefits.
 
Fully benefit-responsive synthetic guaranteed investment contracts ("GICs"), which are among the investments held in the Stable Value Fund option, are reported at contract value. Contract value is the relevant measure for fully benefit-responsive investment contracts because it is the amount Plan participants would receive if they were to initiate permitted transactions under the terms of the Plan.  Contract value represents contributions made under each contract, plus earnings, less participant withdrawals, and administrative expenses. The Statement of Net Assets Available for Benefits presents GICs on a contract value basis.
(See Note 4).
 
Income Recognition
 
Purchases and sales of securities are recorded as of the trade date.  Interest income is recorded on the accrual basis.  Dividend income is recorded as of the ex-dividend date. 
 
Administrative Expenses
 
Participants pay a quarterly Plan recordkeeping fee. Participants may also pay administrative fees for the origination of a loan, distributions, qualified domestic relation order processing or for other services provided by the Trustee. Participants pay investment, sales, recordkeeping, and administrative expenses charged by the Funds, if any, which are deducted from assets and reflected as a reduction of investment return for the Fund. Some participants utilizing the SDA may pay income tax charges depending on the assets that they may hold in their respective SDA. Pinnacle West pays the remaining Plan administrative expenses, such as legal and trustee expenses of the Plan.

Management fees and operating expenses charged to the Plan for investments in mutual funds are deducted from income earned on a daily basis and are not separately reflected in the financial statements.  Consequently, management fees are reflected as a reduction of investment return for such investments.
 
Notes Receivable From Participants
 
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Delinquent participant loans are recorded as distributions based on the terms of the Plan.
 
Payment of Benefits
 
Benefit payments to participants are recorded upon distribution.  As of December 31, 2018 and 2017, there were no amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid.


9


Excess Contributions Payable
 
The Plan is required to return contributions received during the Plan year in excess of the Internal Revenue Code limits.


Net Appreciation/Depreciation

Net appreciation/depreciation includes the Plan's gains and losses on investments bought and sold during the year as well as unrealized gains and losses related to investments held at year end.

 
3.    FEDERAL INCOME TAX STATUS
 
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service ("IRS"). Plan management has concluded that, as of December 31, 2018, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by the IRS, however, there are currently no audits for any tax periods in progress.  Plan management believes the Plan is no longer subject to income tax examinations for years prior to 2015.
 
The IRS has determined and informed the Company by a letter dated March 16, 2018, that the Plan was designed in accordance with applicable requirements of the Internal Revenue Code.  The Company and the Plan’s management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code, and the Plan and related trust continue to be tax-exempt.  Accordingly, no provision for income taxes has been included in the Plan’s financial statements.

4.    INVESTMENT CONTRACTS
 
  The Plan's Stable Value Fund includes fully benefit-responsive synthetic guaranteed investment contracts. A synthetic GIC is an investment contract issued by an insurance company or other financial institution ("Wrap Agreement"), backed by a portfolio of bonds, mortgages, or other fixed income instruments. The realized and unrealized gains and losses on the underlying assets are not reflected immediately in the value of the contract, but rather are amortized, usually over the time to maturity or the duration of the underlying investments, through adjustments to the future interest crediting rate.  Formulas are provided in each contract that adjust the interest crediting rate to recognize the difference between the fair value and the book value of the underlying assets. The contract provides for an interest crediting rate that may not be less than zero percent per annum. Interest crediting rates are reviewed monthly for resetting. The Wrap Agreement is intended to guarantee that the qualified participant withdrawals will occur at contract value.
 
Certain events may limit the ability of the Plan to transact at contract value with the issuer.  While the events may differ from contract to contract, the events typically include:  Plan amendments or changes, company mergers or consolidations, participant investment election changes, group terminations or layoffs, implementation of an early retirement program, termination or partial termination of the Plan, failure to meet certain tax qualifications, participant communication that is designed to influence participants not to invest in the Stable Value Fund, transfers to competing options without meeting the equity wash provisions of the Stable Value Fund (if applicable), Plan sponsor withdrawals without the appropriate notice to the Stable Value Fund’s investment manager and/or wrap contract issuers, any changes in laws or regulations that would result in substantial withdrawals from the Plan, and default by the Plan sponsor in honoring its credit obligations,

10


insolvency, or bankruptcy if such events could result in withdrawals.  In general, GIC issuers may terminate the contract and settle at other than contract value due to changes in the qualification status of the company or the Plan, breach of material obligations under the contract and misrepresentation by the contract holder, or failure of the underlying portfolio to conform to the pre-established investment guidelines.  Plan management believes that the occurrence of such events that would cause the Plan to transact at less than contract value is not probable.
 
The Plan’s fully benefit-responsive synthetic GICs are included in the Statements of Net Assets Available for Benefits at contract value at December 31, 2018 and 2017 of $132 million and $133 million, respectively. The fully benefit-responsive synthetic GICs earned interest income of $2.7 million during the year ended December 31, 2018.
 
5.    FAIR VALUE MEASUREMENTS
 
The Plan applies fair value measurements to certain investments and provides disclosures of certain assets according to a fair value hierarchy.  The hierarchy ranks the quality and reliability of the inputs used to determine fair values, which are then classified and disclosed in one of three categories.  The three levels of the fair value hierarchy are:
 
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.
 
Level 2 — Other significant observable inputs including quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations whose inputs are observable (such as yield curves).
 
Level 3 — Model-derived valuations with unobservable inputs that are supported by little or no market activity.
 
Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Valuation methodologies maximize the use of observable inputs and minimize the use of unobservable inputs. The Plan’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The Plan recognizes transfers among Level 1, Level 2, and Level 3 based on the fair values at the beginning of the period and are triggered by a change in the lowest significant input as of the end of the period. There were no transfers between the hierarchy levels during the years ended December 31, 2018 and December 31, 2017. Investments valued using net asset value (NAV) as a practical expedient are not classified within the fair value hierarchy.
 
The following is a description of the valuation methodologies used for assets measured at fair value.  There have been no changes in the methodologies used at December 31, 2018 and 2017.
 
Common Stocks: Valued at the closing price reported on the active market on which the individual securities are traded. See Note 2 for additional discussion of Pinnacle West Common Stock.

Short-Term Investments: Consists primarily of mutual funds that seek to provide safety of principal, daily liquidity and a competitive yield by investing in U.S. Government Securities, or money market funds. Valuation is based on the quoted NAV of shares held by the Plan, consistent with the methodology for valuing mutual funds as discussed below.


11


Mutual Funds:  Valued and redeemable at the quoted NAV of shares held by the Plan. The NAV is based on the quoted price at the end of the day on the active market in which the individual funds are traded. Mutual funds are open-ended funds that are registered with the Securities and Exchange Commission.
 
Self-Directed Brokerage Account: Consists primarily of common stocks, mutual funds, and short-term investments that are valued on the basis of readily determinable market prices.

Common and Collective Trusts: Valued, as a practical expedient, based on the trusts’ NAV of units held by the Plan at year-end. NAV is based on the market prices of the underlying securities owned by the trusts.  The trusts are similar to mutual funds, except that the trusts’ shares are offered to a limited group of investors and are not traded on an exchange.  Participant redemptions in the trusts do not require a notification period, and may occur on a daily basis at the NAV.  The trusts have the ability to implement redemption safeguards which, theoretically, could limit the Plan’s ability to transact in the trusts. However, no such safeguards were in effect during the year and, as such, these safeguards had no effect on participant redemptions during the year or on year-end NAV valuation. Furthermore, redemption safeguards are not expected to impact the abilities of participants to transact in the trusts in the future because the Plan holds relatively immaterial amounts of these funds. The Plan has no unfunded commitments to these trusts as of December 31, 2018 and 2017.

The following table presents by level within the fair value hierarchy, the Plan's assets reported at fair value:
 
 
December 31,
Quoted Prices in Active Markets (Level 1):
2018
 
2017
Common Stocks
$
66,236,319

 
$
73,849,290

Short-Term Investments
12,965,061

 
7,181,403

Mutual Funds
127,300,394

 
152,233,366

Pinnacle West Common Stock
92,307,384

 
104,147,031

Self-Directed Brokerage Account
70,663,524

 
68,775,951

Total Level 1 assets and total assets classified in the fair value hierarchy
369,472,682

 
406,187,041

Other:
 
 
 
Common and Collective Trusts (a)
634,348,892

 
688,529,058

Total Investments at fair value
$
1,003,821,574

 
$
1,094,716,099


(a) These investments are valued using NAV as a practical expedient, and therefore have not been classified in the fair value hierarchy.

6.    EXEMPT PARTY-IN-INTEREST TRANSACTIONS
 
Certain Plan investments consist of Pinnacle West common stock and short-term investments which are managed by the Trustee.  These transactions qualify as exempt party-in-interest transactions.  As of December 31, 2018 and 2017, the Plan held 1,083,420 and 1,222,670 shares, respectively, of common stock of Pinnacle West, the sponsoring employer with a cost basis of $60,287,954 and $66,254,773, respectively, and a fair value of $92,307,384 and $104,147,031, respectively.  During the year ended December 31, 2018, the Plan recorded dividend income from Pinnacle West common stock of $3,276,329. As of December 31, 2018 and 2017, the Plan held $10,033,935 and $7,181,403, respectively, of short-term investments, with the majority held within the Stable Value Fund, managed by the Trustee.


12


Transactions under certain investment managers include revenue share agreements with the Trustee that qualify as exempt party-in-interest transactions. Amounts received under this revenue share agreement were immaterial for the year ended December 31, 2018. These revenue share amounts are currently allocated back to participants.

The Plan issues loans to participants which are secured by the vested balances in the participants’ accounts.
 
Certain employees and officers of the Company, who may also be participants in the Plan, perform financial reporting and other services for the Plan, at no cost to the Plan.  The Plan Sponsor pays for these services.

 
7.    RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
 
The following is a reconciliation of Net Assets Available for Benefits per the financial statements to Form 5500:
 
 
 
2018
 
2017
Net Assets Available for Benefits per the financial statements
 
$
1,161,529,033

 
$
1,255,057,165

Adjustment from contract value to fair value for fully benefit-responsive investment contracts
 
(1,519,201
)
 
(212,209
)
Deemed distribution of participant loans
 
(356,567
)
 
(326,191
)
Net Assets per Form 5500
 
$
1,159,653,265

 
$
1,254,518,765

 
The following is a reconciliation of the Changes in Net Assets Available for Benefits per the financial statements to Form 5500 for the year ended December 31, 2018:
 
Decrease in Net Assets Available for Benefits per the financial statements
 
$
(93,528,132
)
Adjustment from contract value to fair value for fully benefit-responsive investment contracts - December 31, 2018
 
(1,519,201
)
Adjustment from contract value to fair value for fully benefit-responsive investment contracts - December 31, 2017
 
212,209

Deemed distribution of participant loans - 2018
 
(356,567
)
Deemed distribution of participant loans - 2017
 
326,191

Net loss per Form 5500
 
$
(94,865,500
)


13

FORM 5500, SCHEDULE H, PART IV, LINE 4i
PLAN # 002 EIN # 86-0512431
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2018

(a)
(b) Identity of Issuer, Borrower, Lessor, or Similar Party
(c) Description
(d) Cost**
(e) Current Value
 
Common Stocks
 
 
 
 
HS Large Capitalization Growth Equity Fund
US Large Cap Stock Fund
 
 
 
ALPHABET INC CL C
 
 
$1,634,821
 
ANHEUSER-BUSCH INBEV SPN
 
 
1,071,058
 
COCA COLA CO
 
 
1,309,228
 
COMCAST CORP CL A
 
 
1,532,250
 
DARDEN RESTAURANTS INC
 
 
381,965
 
DIAGEO PLC SPON ADR
 
 
496,300
 
DISNEY (WALT) CO
 
 
1,496,723
 
DUNKIN BRANDS GROUP INC
 
 
320,600
 
EBAY INC
 
 
1,541,043
 
FACEBOOK INC CL A
 
 
1,278,128
 
HEINEKEN NV SPN ADR
 
 
617,779
 
HOME DEPOT INC
 
 
1,402,051
 
LVMH MOET HENNESSY ADR
 
 
635,753
 
MARRIOTT INTL INC A
 
 
1,517,126
 
MCDONALDS CORP
 
 
1,238,551
 
MICROSOFT CORP
 
 
251,386
 
NESTLE SA REG ADR
 
 
1,354,056
 
SCHWAB CHARLES CORP
 
 
1,239,587
 
SHERWIN WILLIAMS CO
 
 
664,947
 
STARBUCKS CORP
 
 
436,310
 
TIFFANY & CO
 
 
712,514
 
ULTA BEAUTY INC
 
 
696,570
 
WALMART INC
 
 
1,026,979
 
WEIGHT WATCHERS INTL INC
 
 
695,828
 
WILLIAMS-SONOMA INC
 
 
1,193,143
 
SUBTOTAL
 
 
24,744,696
 
 
 
 
 
 
Robeco Boston Partners Large Capitalization Value Equity Fund
US Large Cap Stock Fund
 
 
 
ALLSTATE CORPORATION
 
 
381,172
 
ALPHABET INC CL A
 
 
129,575
 
AMERICAN EXPRESS CO
 
 
147,365
 
AMERICAN INTL GROUP
 
 
289,112
 
ANTHEM INC
 
 
387,905
 
AON PLC
 
 
122,829
 
APERGY CORP
 
 
60,063
 
APPLE INC
 
 
123,668
 
BANK OF AMERICA CORPORATION
 
 
716,236
 
BERKSHIRE HATHAWAY CL B
 
 
1,115,027
 
BOEING CO
 
 
539,865
 
CEMEX SAB DE CV SPON ADR
 
 
88,288

14

FORM 5500, SCHEDULE H, PART IV, LINE 4i
PLAN # 002 EIN # 86-0512431
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2018

(a)
(b) Identity of Issuer, Borrower, Lessor, or Similar Party
(c) Description
(d) Cost**
(e) Current Value
 
CHEVRON CORP
 
 
669,711
 
CHUBB LTD
 
 
374,751
 
CIGNA CORP
 
 
425,801
 
CIMAREX ENERGY CO
 
 
114,237
 
CISCO SYSTEMS INC
 
 
875,049
 
CITIGROUP INC
 
 
604,312
 
COCA-COLA EUROPEAN PARTNERS
 
 
193,395
 
COMCAST CORP CL A
 
 
763,878
 
CONOCOPHILLIPS
 
 
359,323
 
CRH PLC SPON ADR
 
 
123,476
 
CUMMINS INC
 
 
212,889
 
CVS HEALTH CORP
 
 
507,911
 
DELTA AIR INC
 
 
324,250
 
DISCOVER FIN SVCS
 
 
247,008
 
DOLLAR TREE INC
 
 
157,247
 
DOVER CORP
 
 
133,173
 
DXC TECHNOLOGY CO
 
 
304,292
 
EATON CORP PLC
 
 
204,881
 
EDISON INTL
 
 
189,555
 
EQUITY RESIDENTIAL REIT
 
 
200,340
 
ESSEX PROPERTY TRUST INC
 
 
126,774
 
EVEREST REINSURANCE GROUP
 
 
191,629
 
FMC CORP NEW
 
 
192,666
 
GILEAD SCIENCES INC
 
 
286,542
 
HOME DEPOT INC
 
 
135,738
 
HP INC
 
 
419,860
 
HUNTINGTON BANCSHARES INC
 
 
243,430
 
JOHNSON & JOHNSON
 
 
1,125,053
 
JPMORGAN CHASE & CO
 
 
982,545
 
KEYCORP
 
 
234,751
 
LABORATORY OF AMER HLDGS
 
 
59,642
 
LAS VEGAS SANDS CORP
 
 
177,334
 
LIBERTY GLOBAL PLC CL C
 
 
108,401
 
LLOYDS BANKING GROUP PLC
 
 
108,700
 
LOWE'S COMPANIES INC
 
 
168,188
 
MARATHON PETROLEUM CORP
 
 
390,174
 
MCKESSON CORP
 
 
201,055
 
MEDTRONIC PLC
 
 
409,957
 
MICROSOFT CORP
 
 
246,104
 
MOSAIC CO NEW
 
 
111,816
 
NETAPP INC
 
 
133,422
 
NOBLE ENERGY INC
 
 
145,878
 
NORDSTROM INC
 
 
68,237

15

FORM 5500, SCHEDULE H, PART IV, LINE 4i
PLAN # 002 EIN # 86-0512431
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2018

(a)
(b) Identity of Issuer, Borrower, Lessor, or Similar Party
(c) Description
(d) Cost**
(e) Current Value
 
NOVARTIS AG SPON ADR
 
 
349,590
 
NOVO-NORDISK A/S CL B ADR
 
 
91,449
 
NUTRIEN LTD (US)
 
 
134,232
 
ORACLE CORP
 
 
337,135
 
OWENS CORNING INC
 
 
128,378
 
PFIZER INC
 
 
817,521
 
PROCTER & GAMBLE CO
 
 
707,232
 
PULTEGROUP INC
 
 
71,550
 
REGIONS FINANCIAL CORP
 
 
187,253
 
RIO TINTO PLC SPON ADR
 
 
121,539
 
ROYAL DUTCH SHELL SP CL A
 
 
497,684
 
SL GREEN REALTY CORP REIT
 
 
231,704
 
SOUTHWEST AIRLINES CO
 
 
212,181
 
TARGET CORP
 
 
202,301
 
TE CONNECTIVITY LTD
 
 
99,907
 
TOLL BROTHERS INC
 
 
106,364
 
TYSON FOODS INC CL A
 
 
49,448
 
UNION PACIFIC CORP
 
 
264,710
 
UNITED PARCEL SERVICE INC CL B
 
 
146,490
 
UNITED TECHNOLOGIES CORP
 
 
412,078
 
UNITEDHEALTH GROUP INC
 
 
153,707
 
VERIZON COMM INC
 
 
617,633
 
WALGREENS BOOTS ALLIANCE INC
 
 
232,800
 
WELLS FARGO & CO
 
 
648,161
 
WESTROCK CO
 
 
124,948
 
WYNDHAM DESTINATIONS INC
 
 
103,578
 
WYNDHAM HOTELS & RESORTS INC
 
 
106,166
 
SUBTOTAL
 
 
24,510,219
 
 
 
 
 
 
Robeco Small/Mid Capitalization Value Equity Fund
US Small/Mid Cap Stock Fund
 
 
 
ABM INDUSTRIES INC
 
 
123,206
 
ACCO BRANDS CORP
 
 
86,140
 
AECOM
 
 
106,186
 
AEGION CORP
 
 
34,827
 
AES CORP
 
 
107,684
 
AGNC INVESTMENT CORP
 
 
139,548
 
AIR LEASE CORP CL A
 
 
191,713
 
ALASKA AIR GROUP INC
 
 
101,254
 
ALLEGHANY CORP DEL
 
 
150,220
 
ALLIANCE DATA SYSTEMS CORP
 
 
99,203
 
ALLY FINANCIAL INC
 
 
46,770
 
AMC NETWORKS INC CL A
 
 
120,791
 
AMDOCS LTD
 
 
130,106

16

FORM 5500, SCHEDULE H, PART IV, LINE 4i
PLAN # 002 EIN # 86-0512431
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2018

(a)
(b) Identity of Issuer, Borrower, Lessor, or Similar Party
(c) Description
(d) Cost**
(e) Current Value
 
APERGY CORP
 
 
77,124
 
ARES CAPITAL CORP
 
 
59,640
 
ARES COMMERCIAL REAL ESTATE
 
 
94,201
 
ARROW ELECTRONICS INC
 
 
245,186
 
ASGN INC
 
 
171,021
 
ASPEN INSURANCE HLDGS LTD
 
 
52,110
 
ASSURANT INC
 
 
46,867
 
ASSURED GUARANTY LTD
 
 
226,464
 
AVERY DENNISON CORP
 
 
87,225
 
AVNET INC
 
 
112,632
 
AXIS CAPITAL HOLDINGS LTD
 
 
107,153
 
BANKUNITED INC
 
 
99,700
 
BELDEN INC
 
 
148,075
 
BERRY GLOBAL GROUP INC
 
 
64,403
 
BLACKSTONE MORTGAGE TRUST INC CL A
 
 
100,040
 
BMC STK HLDGS INC
 
 
104,862
 
BOOZ ALLEN HAMILTON HOLDING CL A
 
 
67,109
 
BOSTON PRIVATE FINANCIAL HOLDINGS
 
 
48,516
 
BROOKS AUTOMATION INC
 
 
83,697
 
CADENCE BANCORP CL A
 
 
114,540
 
CAMBREX CORP
 
 
37,684
 
CARLISLE COS INC
 
 
52,371
 
CDK GLOBAL INC
 
 
168,346
 
CDW CORPORATION
 
 
223,131
 
CENTERSTATE BANKS CORPORATION
 
 
62,531
 
CHATHAM LODGING TRUST
 
 
70,720
 
CHEMED CORP
 
 
124,077
 
CIENA CORP
 
 
213,260
 
CIMAREX ENERGY CO
 
 
102,586
 
COHERENT INC
 
 
78,437
 
COLONY CAPITAL INC
 
 
40,281
 
COLUMBIA BANKING SYS INC
 
 
41,153
 
COMMSCOPE HOLDING CO INC
 
 
40,631
 
COOPER TIRE & RUBBER COMP
 
 
75,038
 
COUSINS PROPERTIES INC
 
 
52,022
 
CROWN HOLDINGS INC
 
 
47,556
 
CURTISS WRIGHT CORPORATION
 
 
73,016
 
DIAMONDBACK ENERGY INC
 
 
180,302
 
E TRADE FINANCIAL CORP
 
 
130,411
 
EAST WEST BANCORP INC
 
 
147,958
 
ENERGIZER HLDGS INC
 
 
114,275
 
ENERPLUS CORP (US)
 
 
125,813
 
ENERSYS INC
 
 
244,704

17

FORM 5500, SCHEDULE H, PART IV, LINE 4i
PLAN # 002 EIN # 86-0512431
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2018

(a)
(b) Identity of Issuer, Borrower, Lessor, or Similar Party
(c) Description
(d) Cost**
(e) Current Value
 
ENGILITY HOLDINGS INC
 
 
53,590
 
ENTERCOM COMMUNICATIONS CORP CL A
 
 
52,886
 
EQUITRANS MIDSTREAM CORP
 
 
36,276
 
ESSENT GROUP LTD
 
 
180,607
 
EVEREST REINSURANCE GROUP
 
 
134,358
 
EVERTEC INC
 
 
70,832
 
EXTRACTION OIL & GAS
 
 
30,502
 
FCB FIN HLDGS INC CL A
 
 
54,299
 
FERROGLOBE PLC
 
 
10,620
 
FIDELITY NATIONAL FINANCIAL INC
 
 
43,230
 
FIRST CITIZEN BANCSHARES
 
 
87,476
 
FIRST HAWAIIAN INC
 
 
88,037
 
FIRST MERCHANTS CORP
 
 
92,803
 
FIRST MIDWEST BANCORP DEL
 
 
66,601
 
FIRSTCASH INC
 
 
114,024
 
FLEX LTD
 
 
48,559
 
FORUM ENERGY TECH INC
 
 
30,880
 
FRESH DEL MONTE PRODUCE
 
 
85,121
 
FTI CONSULTING INC
 
 
153,472
 
GRANITE CONSTRUCTION INC
 
 
59,332
 
GRAPHIC PACKAGING HOLDING COMPANY
 
 
316,342
 
GROUP 1 AUTOMOTIVE INC
 
 
57,412
 
HANMI FIN CORPORATION
 
 
63,946
 
HANOVER INSURANCE GROUP
 
 
108,129
 
HD SUPPLY HOLDINGS INC
 
 
70,275
 
HUNTINGTON BANCSHARES INC
 
 
65,155
 
HUNTINGTON INC W/I
 
 
41,678
 
HURON CONSULTING GROUP
 
 
141,256
 
ICON PLC
 
 
161,383
 
INSIGHT ENTERPRISES INC
 
 
133,660
 
JAGGED PEAK ENERGY INC
 
 
40,575
 
JAZZ PHARMA PLC
 
 
87,392
 
JEFFERIES FINANCIAL GROUP INC
 
 
122,579
 
JONES LANG LASALLE INC
 
 
108,496
 
KAR AUCTION SERVICES INC
 
 
264,464
 
KOSMOS ENERGY LTD
 
 
84,982
 
LA Z BOY INC
 
 
101,945
 
LCI INDUSTRIES
 
 
181,562
 
LIONS GATE ENT CORP B
 
 
23,168
 
LITHIA MOTORS INC CL A
 
 
198,153
 
LPL FINANCIAL HOLDINGS INC
 
 
69,631
 
MANPOWERGROUP INC
 
 
35,575
 
MARVELL TECH GROUP LTD
 
 
128,257

18

FORM 5500, SCHEDULE H, PART IV, LINE 4i
PLAN # 002 EIN # 86-0512431
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2018

(a)
(b) Identity of Issuer, Borrower, Lessor, or Similar Party
(c) Description
(d) Cost**
(e) Current Value
 
MAXIMUS INC
 
 
38,989
 
MFA FINANCIAL INC
 
 
151,750
 
MINERALS TECHNOLOGIES INC
 
 
139,285
 
MOSAIC CO NEW
 
 
106,178
 
NATIONAL GEN HLDGS CORP
 
 
236,822
 
NAVIENT CORP
 
 
184,913
 
NAVIGANT CONSULTING INC
 
 
103,968
 
NCR CORP
 
 
115,931
 
NELNET INC CL A
 
 
174,606
 
NEWFIELD EXPLORATION CO
 
 
85,864
 
ON SEMICONDUCTOR CORP
 
 
58,247
 
OWENS CORNING INC
 
 
100,538
 
OWENS ILLINOIS INC
 
 
91,803
 
PARSLEY ENERGY INC CL A
 
 
135,558
 
PATTERSON COMPANIES INC
 
 
55,028
 
PEAPACK GLADSTONE FINANCIAL
 
 
49,277
 
PORTLAND GENERAL ELECTRIC CO
 
 
53,324
 
PQ GROUP HOLDINGS INC
 
 
123,367
 
PRA GROUP INC
 
 
70,088
 
PREFERRED BANK LOS ANGELES
 
 
71,311
 
PROASSURANCE CORPORATION
 
 
105,132
 
QEP RESOURCES INC
 
 
44,826
 
QORVO INC
 
 
124,254
 
RADIAN GROUP INC
 
 
86,757
 
RAYMOND JAMES FIN INC.
 
 
79,023
 
REALOGY HOLDINGS CORP
 
 
56,122
 
REINSURANCE GROUP OF AMERICA
 
 
155,655
 
RETAIL PROPERTIES OF AMERICA INC
 
 
64,460
 
SCHOLASTIC CORP
 
 
33,818
 
SCHWEITZER-MAUDUIT INTL
 
 
107,940
 
SKECHERS USA INC CL A
 
 
173,415
 
SL GREEN REALTY CORP REIT
 
 
61,366
 
SLM CORP
 
 
259,089
 
STANDARD MOTOR PRODUCTS
 
 
57,729
 
STARWOOD PROPERTY TRUST INC
 
 
145,342
 
STEVEN MADDEN LTD
 
 
184,102
 
STIFEL FINANCIAL CORP
 
 
53,515
 
SUNCOKE ENERGY INC
 
 
163,083
 
SUPERIOR ENERGY SERVICES INC
 
 
30,505
 
SVB FINL GROUP
 
 
49,189
 
SYKES ENTERPRISES INC
 
 
54,826
 
SYNEOS HEALTH INC
 
 
161,650
 
SYNNEX CORP
 
 
225,463

19

FORM 5500, SCHEDULE H, PART IV, LINE 4i
PLAN # 002 EIN # 86-0512431
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2018

(a)
(b) Identity of Issuer, Borrower, Lessor, or Similar Party
(c) Description
(d) Cost**
(e) Current Value
 
SYNOVUS FINANICAL CORP
 
 
48,849
 
TEGNA INC
 
 
27,186
 
TERADYNE INC
 
 
72,770
 
TETRA TECH INC
 
 
94,325
 
TIMKEN CO
 
 
102,294
 
TRINSEO SA
 
 
116,464
 
TTEC HOLDINGS INC
 
 
151,078
 
TUTOR PERINI CORP
 
 
83,507
 
TWO HARBORS INVESTMENT CORP
 
 
271,296
 
UMPQUA HOLDINGS CORP
 
 
78,975
 
UNIVERSAL CORP
 
 
106,188
 
VALVOLINE INC
 
 
142,919
 
VERSUM MATERIALS INC
 
 
77,949
 
WALKER & DUNLOP INC
 
 
260,192
 
WESCO INTERNATIONAL INC
 
 
180,960
 
WHITE MOUNTAINS INS GROUP
 
 
129,511
 
WORLD FUEL SERVICES CORP
 
 
238,229
 
WYNDHAM DESTINATIONS INC
 
 
80,568
 
SUBTOTAL
 
 
16,981,404
 
 
 
 
 
 
Total common stocks
 
 
66,236,319
 
 
 
 
 
 
Common and Collective Trusts
 
 
 
 
Blackrock US Debt Index NL Fund M
US Bond Index
 
118,993,026
 
Northern Trust Collective 1-10 Yr Treasury Inflation-Protected Securities (TIPS) Index Fund - NL - Tier Three
Diversified Inflation Fund
 
35,510,793
 
SSgA Global All Cap Equity Ex US Index Non-Lending Series Fund Class A
Non-US Stock Index
 
118,785,955
 
SSgA S&P 500 Index Non-Lending Series Fund Class A
US Large Cap Stock Fund/Index
 
257,926,487
 
SSgA Russell Small/Mid Cap Index Non-Lending Series Fund
Class A
US Small/Mid Cap Stock Fund/Index
 
84,633,798
 
William Blair Small/Mid Cap Growth Collective Fund
US Small/Mid Cap Stock Fund
 
18,498,833
 
Total common and collective trusts
 
 
634,348,892
 
 
 
 
 
 
Mutual Funds
 
 
 
*
Fidelity Institutional Money Market: Government Portfolio - Class I
Short-Term Investments***
 
8,606,904
*
Fidelity Institutional Money Market: Treasury Portfolio - Class I
Short-Term Investments***
 
1,426,958
 
Federated Treasury Obligations Fund - Institutional Shares
Short-Term Investments***
 
73
 
American Funds EuroPacific Growth Fund R6 Shares
Non-US Stock Fund
 
79,641,195
 
Dodge & Cox Income Fund 1 Shares
Bond Fund
 
24,105,202
 
Metropolitan West Total Return Bond Fund Institutional Shares
Bond Fund
 
23,553,997
 
Total mutual funds
 
 
137,334,329
 
 
 
 
 

20

FORM 5500, SCHEDULE H, PART IV, LINE 4i
PLAN # 002 EIN # 86-0512431
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2018

(a)
(b) Identity of Issuer, Borrower, Lessor, or Similar Party
(c) Description
(d) Cost**
(e) Current Value
 
Synthetic GICs
Stable Value Fund
 
 
 
RGA Reinsurance Co yield 2.265%
 
 
 
 
Morley Stable Income Bond Fund Common and Collective Trust
 
 
43,196,004
 
Principal Life Ins Co yield 2.207%
 
 
 
 
Morley Stable Income Bond Fund Common and Collective Trust
 
 
43,263,504
 
Transamerica Premier Life Ins Co yield 2.416%
 
 
 
 
Morley Stable Income Bond Fund Common and Collective Trust
 
 
43,603,866
 
Total Synthetic GICs
 
 
130,063,374
 
 
 
 
 
 
Other Investments
 
 
 
*
Pinnacle West Common Stock
Pinnacle West Stock Fund
 
92,307,384
 
Self-Directed Brokerage Account
Self-Directed Brokerage Account
 
70,663,524
 
BBH STIF Fund
Short-Term Investments***
 
2,931,126
*
Various participants****
Participant loans
 
23,802,908
 
Total other investments
 
 
189,704,942
 
 
 
 
 
 
Total Assets Held for Investment Purposes
 
 
$1,157,687,856
 
 
 
 
 



*Party-in-interest
**Cost information is not required for participant-directed investments and therefore is not included.
***Short-Term Investments represent $8,606,904 held in the Stable Value Fund, $2,931,126 in the US Small/Mid Cap Stock Fund and US Large Cap Stock Funds, $1,426,958 in the Pinnacle West Stock Fund and $73 in the Treasury Fund.
****Interest rates for participant loans as of December 31, 2018, ranged from 4.25% to 9.25% with maturity dates ranging from 2019 to 2033. Presented net of $356,567 in deemed loan distributions.
 
See accompanying Report of Independent Registered Public Accounting Firm.


21


Exhibits Filed
 


22


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
THE PINNACLE WEST CAPITAL
 
 
CORPORATION SAVINGS PLAN
 
 
 
 
 
 
 
 
Date:
June 14, 2019
By
/s/ Donna M. Easterly
 
 
 
Donna M. Easterly
 
 
 
Vice President Human Resources & Ethics
 
 
 
Arizona Public Service Company


23
EX-23.1 2 exhibit231201811k.htm EXHIBIT 23.1 Exhibit
EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-157151 on Form S-8 of our report dated June 14, 2019, relating to the financial statements and financial statement schedule of The Pinnacle West Capital Corporation Savings Plan appearing in this Annual Report on Form 11-K of The Pinnacle West Capital Corporation Savings Plan, for the year ended December 31, 2018.

/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
June 14, 2019