8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 20, 2021

TRI-STATE GENERATION AND

TRANSMISSION ASSOCIATION, INC.

(Exact name of Registrant as specified in its charter)

Colorado	333-212006		84-0464189
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
1100 W. 116th Avenue
Westminster,	Colorado	80234
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (303) 452-6111

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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

Item 7.01    Regulation FD Disclosure.

Tri-State Generation and Transmission Association, Inc. (“Tri-State”) filed a modified contract termination payment (“CTP”) tariff with the Federal Energy Regulatory Commission (“FERC”) on September 1, 2021. The CTP tariff sets forth the terms and conditions under which Tri-State’s utility members may terminate their Wholesale Electric Service Contracts and membership in Tri-State. Tri-State’s CTP tariff was accepted by FERC, subject to refund, with an effective date of November 1, 2021. FERC has scheduled a hearing on the CTP tariff for May 2022. The CTP tariff includes requirements for a two-year notice and the payment of a contract termination payment. Tri-State’s CTP filing also included the contract termination payment amount for each utility member assuming a January 1, 2025 withdrawal date.

On December 14, 2021, Tri-State was provided notice by United Power, Inc. (“United Power”) that the distribution cooperative intends to withdraw from membership in Tri-State with a January 1, 2024 withdrawal effective date. United Power asserts in its notice that United Power’s notice to withdrawal is non-binding and that it may revoke such notice at any time prior to January 1, 2024. United Power on the same day filed a request with FERC for FERC to adopt United Power’s self-serving interpretation of the withdrawal procedures that would permit United Power to revoke its notice of withdrawal at any time. On December 17, 2021, Tri-State filed an answer with FERC to United Power’s claim that it may revoke its withdrawal notice explaining such interpretation would be unjust and harmful to Tri-State and its membership and would hinder Tri-State’s long-term system resource planning. In addition, such non-binding nature of a withdrawal notice would only be compounded, and could be catastrophic, if other Tri-State members followed suit. Tri-State further stated in its answer with FERC that United Power’s non-binding notice is defective under the CTP tariff and therefore a nullity.

The contract termination payment for United Power set forth in Tri-State’s CTP filing is $1,626,090,458 assuming a January 1, 2025 withdrawal date. United Power’s non-binding notice specifies a January 1, 2024 withdrawal effective date. United Power comprised 18.0 percent of Tri-State’s utility member revenue and 15.9 percent of Tri-State’s operating revenue in 2020.

On December 14, 2021, Tri-State issued a press statement related to United Power’s notice of intent to withdraw from Tri-State. A copy of the press statement is attached to this report as Exhibit  99.1.

The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. In addition, the information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any of Tri-State’s filings with the Securities and Exchange Commission or any other document except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

99.1 - Tri-State Press Statement issued on December 14, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.
Date: December 20, 2021	By:	/s/ Patrick L. Bridges
		Patrick L. Bridges
		Senior Vice President/Chief Financial Officer

EX-99.1

Exhibit 99.1

United Power provides notice to withdraw from Tri-State under FERC-approved tariff

•Contract termination tariff being considered by the Federal Energy Regulatory Commission (FERC) allows any member to withdraw from membership.

•The tariff ensures that if a member withdraws from Tri-State membership, the remaining members and Tri-State remain unharmed.

•Responsible Energy Plan delivers Tri-State members flexibility to pursue power supply options, while significantly increasing renewable resources, reducing emissions, maintaining reliability and lowering power costs.

(December 14, 2021 – Westminster, Colo.) Tri-State Generation and Transmission Association has been provided notice by United Power that the distribution cooperative intends to withdraw from membership. As part of its clean energy transition, Tri-State developed a tariff to implement the early termination of a member’s wholesale power contract, prior to its expiration in 2050.

Tri-State’s members developed a contract termination payment (CTP) tariff, which was accepted by the Federal Energy Regulatory Commission (FERC) and became effective Nov. 1, 2021. The CTP tariff sets forth the terms and conditions under which Tri-State utility members may terminate their Wholesale Electric Service Contracts and membership in Tri-State. The CTP tariff ensures that remaining Tri-State members and Tri-State are held harmless if another member decides to terminate its contract early.

“Tri-State will work with United Power, as it would with any other member, through the contract termination process to support an orderly withdrawal,” said Duane Highley, CEO of Tri-State. “The contract termination tariff approved by the FERC ensures that any utility member’s withdrawal does not harm the remaining members of our cooperative or Tri-State.”

Tri-State’s CTP tariff has been accepted by the FERC, subject to refund, and FERC has scheduled a hearing on the tariff for May 2022. The CTP tariff includes requirements for a two-year notice and the payment of a contract termination payment.

“United Power’s notice to withdraw from membership is not surprising, given its actions over several years and its multiple attempts to terminate its wholesale power contract at the lowest possible cost, no matter the impact to its fellow members,” Highley said. “We worked with United Power to understand its individual needs, but each of its proposals would have harmed the other utility members of Tri-State.

“Tri-State will continue to work with FERC to ensure the CTP tariff protects remaining members from harm if a member desires to terminate its contract early,” Highley said.

Tri-State leading in the clean energy transition while remaining reliable, affordable

Contrary to United Power’s public assertions, Tri-State has moved rapidly to transition to clean energy and provide more value to its members. Through its member-developed Responsible Energy Plan, Tri-State is leading in the clean energy transition, including greatly adding significant renewable resources, decreasing carbon dioxide emissions and increasing member power supply flexibility.

“Through our Responsible Energy Plan, our members will have among the cleanest, lowest emissions energy portfolios in the nation, while their power supply from Tri-State remains reliable and even more affordable,” Highley said. “Led by our members, Tri-State will continue to meet their needs and deliver increasing flexibility in a changing energy marketplace.”

Exhibit 99.1

The CTP tariff, along with the option for partial requirements contracts being pursued by three members, provide Tri-State’s utility members power supply flexibility.

Under the transformative plan, Tri-State’s members, which have one-third of their energy from renewable resources today, will use 50% renewable energy by 2024 and 70% renewable energy by 2030.

In November 2021, Tri-State announced the completion of the Niyol Wind Energy Center, the second of eight new wind and solar projects totaling more than 1,000 megawatts, to be constructed by 2024. Between 2024 and 2030, Tri-State has identified an additional 2,000 megawatts of renewable resources and energy storage in its electric resource plan filing with the Colorado Public Utilities Commission. In Colorado, Tri-State will reduce carbon dioxide emissions 80% associated with wholesale sales in the state, relative to a 2005 baseline.

Tri-State’s places a priority on ensuring reliable and affordable power. These efforts include participation in two energy imbalance markets and advancing participation in a regional transmission organization in the West.

Tri-State’s rates have been stable for five years, and in March 2021, Tri-State initiated a 4% wholesale rate reduction that will be fully implemented in March 2022.

###

About Tri-State

Tri-State is a power supply cooperative of 45 members, operating on a not-for-profit basis, including 42 utility electric distribution cooperative and public power district members in four states. Together with our member/owners, we deliver reliable, affordable and responsible power to more than a million electricity consumers across nearly 200,000 square miles of the West. For more information about Tri-State, visit www.tristate.coop.

Contact:

Lee Boughey, 303-254-3555, lboughey@tristategt.org

Mark Stutz, 303-254-3183, mstutz@tristategt.org

Certain information contained in this press statement are forward-looking statements including statements concerning Tri-State’s plans, future events, and other information that is not historical information. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described from time to time in Tri-State’s filings with the Securities and Exchange Commission. Tri-State’s expectations and beliefs are expressed in good faith, and Tri-State believes there is a reasonable basis for them. However, Tri-State cannot assure you that management’s expectations and beliefs will be achieved. There are a number of risks, uncertainties and other important factors that could cause actual results to differ materially from the forward-looking statements contained herein.

XML

Cover	Dec. 20, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 20, 2021
Entity Registrant Name	TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.
Entity Incorporation, State or Country Code	CO
Entity File Number	333-212006
Entity Tax Identification Number	84-0464189
Entity Address, Address Line One	1100 W. 116th Avenue
Entity Address, City or Town	Westminster,
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80234
City Area Code	303
Local Phone Number	452-6111
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