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): February 24, 2014

Commission File Number	Registrant; State of Incorporation; Address; and Telephone Number	IRS Employer Identification Number
1-13739	UNS ENERGY CORPORATION	86-0786732
	(An Arizona Corporation) 88 E. Broadway Boulevard Tucson, AZ 85701 (520) 571-4000

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:

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 24, 2014, the Board of Directors of UNS Energy Corporation (UNS Energy) authorized changes to its executive officer team.

Effective May 2, 2014, Paul J. Bonavia will become the Executive Board Chair of UNS Energy and Tucson Electric Power Company (TEP) and will relinquish his position as Chief Executive Officer (CEO) of each company. Incident to relinquishing his position as CEO, Mr. Bonavia waived his right to claim that the change in responsibility will provide him with good reason to terminate his employment and receive benefits under his officer change in control agreement. Mr. Bonavia also has agreed to certain other modifications to his officer change in control agreement. Under the amended agreement, Mr. Bonavia will not be able to claim benefits if he is not elected or appointed to the Board of Directors of UNS Energy after the closing of the proposed merger of UNS Energy into a subsidiary of Fortis Inc. (the merger) or if he is not the Executive Board Chair after the closing. Mr. Bonavia also agreed to the termination of the agreement on the 31^st day following the closing of the merger. As Executive Board Chair, Mr. Bonavia will remain an officer of UNS Energy and TEP, and will continue to receive his annual base salary of $643,320 and to participate in UNS Energy’s executive compensation plans.

Effective May 2, 2014, David G. Hutchens will be appointed CEO of UNS Energy and TEP in addition to his duties as President and Chief Operating Officer of each company. Mr. Hutchens' annual base salary will be increased to $540,000. Mr. Hutchens' officer change in control agreement was modified to increase the benefits to which he will be entitled if his employment is terminated by UNS Energy without cause or by Mr. Hutchens with good reason following a change in control (including the merger) and to provide that he will not be entitled to terminate employment and receive the benefits provided by the agreement solely for the reason that he may no longer be CEO of a  publicly traded company, assuming the proposed merger is completed.  The modified agreement provides Mr. Hutchens with benefits that UNS Energy's Board of Directors believes are appropriate for a CEO (generally two times his current salary and bonus and 24 months of continued welfare plan benefits). Additional information concerning Mr. Hutchens is included in our Annual Report on Form 10-K for the year ended December 31, 2013 and our 2013 Proxy Statement.

On February 26, 2014, UNS Energy issued a press release describing the changes to the executive officer team, a copy of which is included as Exhibit 99.1 hereto.

Item 8.01 Other Events

See Item 5.02 above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10(a) Amendment No. 1 to the UNS Energy Officer Change in Control Agreement between UNS Energy and Paul J. Bonavia, dated as of February 26, 2014.

10(b) Amendment No. 2 to the UNS Energy Officer Change in Control Agreement between UNS Energy and David G. Hutchens, dated as of February 26, 2014.

99.1 UNS Energy press release dated February 26, 2014.

Forward-Looking Statements

Statements included in this news release and any documents incorporated by reference which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 21E of the Exchange Act. Forward-looking statements may be identified by words including “anticipates,” “intends,” “estimates,” “believes,” “projects,” “expects,” “plans,” “assumes,” “seeks,” and similar expressions. Forward-looking statements including, without limitation, those relating to UNS Energy and its subsidiaries’ future business prospects, revenues, proceeds, working capital, investment valuations, liquidity, income, and margins, as well as the timing and consequences of the merger, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, due to several important factors, including those identified from time-to-time in the forward-looking statements. Those factors include, but are not limited to: the possibility that various conditions precedent to the consummation of the merger will not be satisfied or waived; the ability to obtain shareholder and regulatory approvals of the merger on the timing and terms thereof; state and federal regulatory and legislative decisions and actions; regional economic and market conditions which could affect customer growth and energy usage; weather variations affecting energy usage; the cost of debt and equity capital and access to capital markets; the performance of the stock market and changing interest rate environment, which affect the value of our pension and other retiree benefit plan assets and the related contribution requirements and expense; unexpected increases in O&M expense; resolution of pending litigation matters; changes in accounting standards; changes in critical accounting estimates; the ongoing restructuring of the electric industry; changes to long-term contracts; the cost of fuel and power supplies; cyber attacks or challenges to our information security; and the performance of TEP's generating plants; and certain presently unknown or unforeseen factors, including, but not limited to, acts of terrorism. UNS Energy and its subsidiaries undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Given these uncertainties, undue reliance should not be placed on the forward-looking statements.

Additional Information about the Acquisition and Where to Find It

In connection with the proposed acquisition, UNS Energy has filed a proxy statement with the SEC. Investors and security holders of UNS Energy are urged to read the proxy statement and other relevant materials filed with the SEC because it contains important information about the proposed acquisition and related matters. The final proxy statement was mailed to UNS Energy stockholders on or about February 21, 2014. Investors and stockholders may obtain a free copy of the proxy statement, and other documents filed by UNS Energy, at the SEC's website, www.sec.gov. These documents can also be obtained by investors and stockholders free of charge from UNS Energy Corporation by directing a request to Library and Resource Center, UNS Energy, 88 E. Broadway Boulevard, Mail Stop HQW302, Tucson, Arizona 85701.

	SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:	February 26, 2014	UNS ENERGY CORPORATION ____________________________ (Registrant) /s/ Kevin P. Larson
		Kevin P. Larson Senior Vice President and Principal Financial Officer

Exhibit Index

Exhibit No.	Description
10(a)	Amendment No. 1 to the UNS Energy Officer Change in Control Agreement between UNS Energy and Paul J. Bonavia, dated as of February 26, 2014.
10(b)	Amendment No. 2 to the UNS Energy Officer Change in Control Agreement between UNS Energy and David G. Hutchens, dated as of February 26, 2014.
99.1	UNS Energy press release dated February 26, 2014.

EX-10.A

Exhibit 10(a)

AMENDMENT NO. 1 TO

UNISOURCE ENERGY CORPORATION

OFFICER CHANGE IN CONTROL AGREEMENT

The Officer Change in Control Agreement entered into by and between UNS Energy Corporation (f/k/a UniSource Energy Corporation) (the “Company”) and Paul J. Bonavia (“Executive”) dated January 1, 2012 (the “Agreement”) is amended herewith as follows:

1. FortisUS Inc., Color Acquisition Sub Inc., and Fortis, Inc. (collectively “Fortis”) and UNS Energy Corporation (f/k/a UniSource Energy Corporation) (the “Company”) have entered into a definitive Merger Agreement dated December 11, 2013 pursuant to which Color Acquisition Sub Inc. will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). As of the closing of the Merger, the Company will become an indirect wholly-owned subsidiary of Fortis, Inc. and shares of the Company’s common stock will no longer be listed on the NYSE. At Executive’s suggestion and with the consent of Fortis, in anticipation of the closing of the Merger, the Board of Directors of the Company (the “Board”) will appoint Executive to the newly created position of Executive Board Chair of the Company. At the same time, the Board also will appoint David Hutchens as the new Chief Executive Officer of the Company. As Executive Board Chair, Executive shall remain Board Chair and perform such other duties as may be assigned to him by the Board.

2. By signing this Amendment No. 1, Executive consents to the above-described diminution in his authority, duties and responsibilities pursuant to Section 5 of the Agreement and agrees that such diminution will not give rise to his right to receive any benefits pursuant to Section 5 of the Agreement due to a termination of employment for Good Reason as defined in Section 5(a) of the Agreement.

3. Section 1, Term of Agreement, is amended by adding the following paragraph to the end thereof:

FortisUS Inc., Color Acquisition Sub Inc., and Fortis, Inc. (collectively “Fortis”) and the Company have entered into a definitive Merger Agreement dated December 11, 2013 pursuant to which Color Acquisition Sub Inc. will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). Unless earlier terminated pursuant to the preceding paragraph of this Section 1, this Agreement shall terminate on the thirty-first day following the closing of the Merger and, for the avoidance of doubt, the 24-month extension period described in the immediately preceding paragraph shall not apply.

4. Section 5, Good Reason Defined, paragraph (a) is replaced in its entirety with the following:

A material adverse diminution in Executive’s authority, duties, or responsibilities; provided, however, that Executive agrees that a Good Reason condition shall not exist following the closing of the Merger if, following such closing, the Company and/or Fortis fail to elect or appoint Executive to the Company’s post-Merger Board, or fail to elect or appoint Executive as Board Chair of the post-Merger Board.

5. This Amendment No. 1 will not extinguish, limit, or impair Executive’s right to receive benefits pursuant to the Agreement for other conditions that might give rise to the payment of benefits following Executive’s appointment as Executive Board Chair, including, but not limited to, the right to receive benefits due to the termination of Executive’s employment without Cause by the Company or Executive’s termination for Good Reason due to any Good Reason event other than those described in paragraph 2 of this Amendment or in the “provided, however” clause of Section 5(a) of the Agreement, as modified by paragraph 4 of this Amendment, as long as those conditions arise while the Change in Control Agreement remains in effect.

If for any reason this Amendment No. 1 is suspended or terminated, all provisions of the Agreement shall remain in full force and effect. The Agreement is not amended or modified in any manner whatsoever except as expressly and specifically provided herein. All rights, duties and obligations of the parties set forth in the Agreement shall remain in full force and effect unless amended or modified herein.

Amendment Accepted By:

EXECUTIVE	UNS ENERGY CORPORATION
/s/ Paul J. Bonavia	/s/ Louise L. Francesconi
Paul J. Bonavia	Louise L. Francesconi, Chairperson
	Compensation Committee
Date: February 26, 2014	Date: February 26, 2014

EX-10.B

Exhibit 10(b)

AMENDMENT NO. 2 TO

UNISOURCE ENERGY CORPORATION

OFFICER CHANGE IN CONTROL AGREEMENT

The Officer Change in Control Agreement entered into by and between UNS Energy Corporation (f/k/a UniSource Energy Corporation) (the “Company”) and David G. Hutchens (“Executive”) dated March 4, 2010, and amended May 18, 2011 (the “Agreement”) is amended herewith as follows:

1. FortisUS Inc., Color Acquisition Sub Inc., and Fortis, Inc. (collectively, “Fortis”) and UNS Energy Corporation (f/k/a UniSource Energy Corporation) (the “Company”) have entered into a definitive Merger Agreement dated December 11, 2013 pursuant to which Color Acquisition Sub Inc. will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). As of the closing of the Merger, UNS will become an indirect wholly-owned subsidiary of Fortis, Inc. and shares of the Company’s common stock will no longer be listed on the NYSE. In anticipation of the closing of the Merger, and with the consent of Fortis, the Board of Directors of the Company (the “Board”) will appoint Executive as the new Chief Executive Officer of the Company. As Chief Executive Officer, Executive shall be responsible for general control and management of the business and affairs of the Company, shall perform the duties specified in the Company’s Revised and Restated Bylaws and shall perform such other duties as may be assigned to him by the Board. Executive also shall remain a member of the Board and retain his current positions as President and Chief Operating Officer of the Company.

2. Section 2(b), Change in Control Severance Benefits, paragraph (i), is replaced in its entirety as follows:

A single lump sum cash payment in an amount equal to two times the greater of: (a) Executive’s annualized base salary as of the date of Executive’s Separation from Service; or (b) Executive’s annualized base salary in effect immediately prior to any material diminution in Executive’s base salary following the execution of this Agreement.

3. The first sentence of Section 2(b), Change in Control Severance Benefits, paragraph (ii), is replaced in its entirety with the following:

A single lump sum cash payment in an amount equal to two times the average payment to which Executive was entitled pursuant to the UniSource Energy Corporation Performance Enhancement Plan or any successor plan (the “Incentive Compensation Plan”) for the three calendar years immediately preceding the calendar year in which Executive’s Separation from Service occurs.

4. The first sentence of Section 2(b), Change in Control Severance Benefits, paragraph (v), is replaced in its entirety with the following:

The continuation of any health, life, disability or other insurance benefits that Executive was receiving as of Executive’s last day of active employment for a period expiring on the earlier of: (a) 24 months following Executive’s Separation from Service or, if Executive’s Separation from Service occurs within six months prior to the occurrence of a Change in Control, for the 24 months following the date on which the Change in Control occurs; or (b) the day on which Executive becomes eligible to receive any substantially similar benefits, on a benefit-by-benefit basis, under any plan or program of any successor employer.

5. The last paragraph of Section 2(b), Change in Control Severance Benefits, paragraph (v), is replaced in its entirety with the following:

Notwithstanding the foregoing, if Executive has elected a health care option pursuant to which Company has agreed to make contributions to Executive’s Health Savings Account, then Company will pay to Executive a single lump sum cash payment in an amount equal to the contributions that Company would have made to Executive’s Health Savings Account during the 24-month benefit continuation period described above had Executive not incurred a Separation from Service.

6. Section 5, Good Reason Defined, paragraph (a), is replaced in its entirety with the following:

A material adverse diminution in Executive’s authority, duties, or responsibilities; provided, however, that Executive agrees that a Good Reason condition shall not exist following the closing of the Merger solely because, following the closing of the Merger, Executive will no longer be the Chief Executive Officer, President and/or Chief Operating Officer of a publicly-traded company.

7. This Amendment No. 2 will not extinguish, limit, or impair Executive’s right to receive benefits pursuant to the Agreement for other conditions that might give rise to the payment of benefits following Executive’s appointment as Chief Executive Officer, including, but not limited to, the right to receive benefits due to the termination of Executive’s employment without Cause by the Company or Executive’s termination for Good Reason due to any Good Reason event other than the event described in the “provided, however” clause of Section 5(a) of the Agreement, as modified by paragraph 6 of this Amendment, as long as those conditions arise while the Change in Control Agreement remains in effect.

If for any reason this Amendment No. 2 is suspended or terminated, all provisions of the Agreement shall remain in full force and effect. The Agreement is not amended or modified in any manner whatsoever except as expressly and specifically provided herein. All rights, duties and obligations of the parties set forth in the Agreement shall remain in full force and effect unless amended or modified herein.

Amendment Accepted By:

EXECUTIVE	UNS ENERGY CORPORATION
/s/ David G. Hutchens	/s/ Louise L. Francesconi
David G. Hutchens	Louise L. Francesconi, Chairperson
	Compensation Committee
Date: February 26, 2014	Date: February 26, 2014

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	February 26, 2014
Media Contact: Joseph Barrios, (520) 884-3725
Financial Analyst Contact: Chris Norman, (520) 884-3649

PAUL BONAVIA TO RETIRE AS UNS ENERGY CEO, SERVE AS EXECUTIVE BOARD CHAIR;

BOARD NAMES PRESIDENT, CHIEF OPERATING OFFICER DAVID HUTCHENS AS NEXT CEO

Tucson, Ariz.- Paul J. Bonavia, Board Chair and Chief Executive Officer of UNS Energy Corporation, has announced he will retire as CEO on May 2, 2014 and transition to a new role as Executive Board Chair of UNS Energy.

Bonavia also announced that the Board has named David G. Hutchens, UNS Energy’s President and Chief Operating Officer, to succeed him as CEO upon his retirement, culminating a succession plan years in the making.

Bonavia, 62, has led UNS Energy since January 2009, when he became Board Chair, President and CEO of the company then known as UniSource Energy Corporation. His tenure has been marked by increasingly efficient operations, an emphasis on safety and a renewed focus on customer service. The company also is addressing customers’ long-term energy needs by updating its generation portfolio and expanding its renewable energy resources to a degree that has earned national acclaim.

“UNS Energy has achieved unprecedented success under Paul’s leadership,” said Robert A. Elliott, Lead Director of UNS Energy’s Board of Directors. “His wisdom, experience and commitment to achieving the highest standards of safety, efficiency and service have made a deep impact on this company and the communities we serve.”

In his upcoming role as Executive Board Chair, Bonavia will provide continued direction and oversight for UNS Energy and its subsidiaries, including Tucson Electric Power (TEP) and UniSource Energy Services (UES).

“I’m proud of our accomplishments over the last five years and utterly confident that Dave and the rest of our talented management team will continue making solid progress toward our long-term goals,” Bonavia said.

Hutchens will retain his seat on the UNS Energy Board and his roles as President and Chief Operating Officer after he succeeds Bonavia as CEO.

“It has been clear since I joined UNS Energy that Dave is an outstanding talent,” Bonavia said. “In nearly two decades with this company, he has consistently demonstrated exemplary management skills, sharp strategic vision and an ability to deliver the operational improvements necessary to address our industry’s challenges.”

“Dave is a proven leader whose intellect and integrity leave him well suited to oversee UNS Energy’s continued success,” Bonavia continued. “Now is the right time to carry out our succession plan, and I could not be more pleased to see Dave Hutchens named as our next CEO.”

Hutchens, 47, served as a nuclear submarine officer in the U.S. Navy and worked as an engineer before joining TEP in July 1995. He advanced to management positions overseeing wholesale energy trading and marketing and, in January 2007, was named Vice President of Wholesale Energy and UNS Gas, an operating subsidiary of UES. He became Vice President of Energy Efficiency and Resource Planning in May 2009 and rose to Executive Vice President in March 2011 before being named President in December 2011 and Chief Operating Officer in August 2013.

“I’m honored by the opportunity to lead a company with such talented, dedicated employees,” Hutchens said. “We’ve achieved remarkable success under Paul’s leadership, and I’m confident we have the right team in place to

extend UNS Energy’s strong track record of safe, reliable and affordable service while successfully addressing the challenges and opportunities that await us in coming years.”

Both Bonavia and Hutchens exemplify UNS Energy’s longstanding commitment to community service. Bonavia will continue to serve as Board Chairman for the United Way of Tucson and Southern Arizona, Board Chairman of the Southern Arizona Leadership Council (SALC) and board member of Tucson Regional Economic Opportunities (TREO), the Arizona Commerce Authority and the University of Arizona Foundation. Hutchens serves on the boards of TREO, SALC and Salpointe Catholic High School and is a member of the Tucson Conquistadores.

The leadership transition was anticipated by a comprehensive succession plan that predates the UNS Energy Board’s December 2013 approval of a definitive merger agreement with Fortis, Inc. (TSX: FTS), Canada’s largest investor-owned gas and electric utility holding company, that calls for Fortis to acquire all of UNS Energy’s outstanding common stock and maintain its corporate headquarters in Tucson under the current management team. Pursuant to the merger agreement, Fortis has reviewed and consented to the leadership transition.

“Our board members have long recognized Dave’s potential and development, and we are excited about his prospects in this new role,” Elliott said. “Dave is an energetic, engaging leader who will work tirelessly to serve the best interests of this company and all of our customers.”

About UNS Energy

UNS Energy is a Tucson, Arizona-based company with consolidated assets of approximately $4 billion. TEP serves approximately 412,000 customers in southern Arizona. UES provides natural gas and electric service for approximately 242,000 customers in northern and southern Arizona. UNS Energy shares are listed on the New York Stock Exchange and trade under the symbol UNS. To learn more, visit uns.com.

The proposed acquisition of UNS Energy’s outstanding common stock by Fortis is subject to the approval of UNS Energy shareholders. It also is subject to the approval of regulators, including the Arizona Corporation Commission and the Federal Energy Regulatory Commission; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and the satisfaction of customary closing conditions. UNS Energy anticipates the transaction will be finalized before the end of 2014.

Additional details about the proposed transaction are available online at uns.com/acquisition/.

Forward-Looking Statements

Statements included in this press release and any documents incorporated by reference which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 21E of the Exchange Act. Forward-looking statements may be identified by words including “anticipates,” “intends,” “estimates,” “believes,” “projects,” “expects,” “plans,” “assumes,” “seeks,” and similar expressions. Forward-looking statements including, without limitation, those relating to UNS Energy and its subsidiaries’ future business prospects, revenues, proceeds, working capital, investment valuations, liquidity, income, and margins, as well as the timing and consequences of the merger, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, due to several important factors, including those identified from time-to-time in the forward-looking statements. Those factors include, but are not limited to: the possibility that various conditions precedent to the consummation of the merger will not be satisfied or waived; the ability to obtain shareholder and regulatory approvals of the merger on the timing and terms thereof; state and federal regulatory and legislative decisions and actions; regional economic and market conditions which could affect customer growth and energy usage; weather variations affecting energy usage; the cost of debt and equity capital and access to capital markets; the performance of the stock market and changing interest rate environment, which affect the value of our pension and other retiree benefit plan assets and the related contribution requirements and expense; unexpected increases in O&M expense; resolution of pending litigation matters; changes in accounting standards; changes in critical accounting estimates; the ongoing restructuring of the electric industry; changes to long-term contracts; the cost of fuel and power supplies; cyber-attacks or challenges to our information security; and the performance of TEP's generating plants; and certain presently unknown or unforeseen factors, including, but not limited to, acts of terrorism. UNS Energy and its subsidiaries undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Given these uncertainties, undue reliance should not be placed on the forward-looking statements.

Additional Information about the Acquisition and Where to Find It

In connection with the proposed acquisition, UNS Energy has filed a proxy statement with the SEC. Investors and security holders of UNS Energy are urged to read the proxy statement and other relevant materials filed with the SEC because it contains important information about the proposed acquisition and related matters. The final proxy statement was mailed to UNS Energy stockholders on or about February 21, 2014. Investors and stockholders may obtain a free copy of the proxy statement, and other documents filed by UNS Energy, at the SEC's website, www.sec.gov. These documents can also be obtained by investors and stockholders free of charge from UNS Energy Corporation by directing a request to Library and Resource Center, UNS Energy, 88 E. Broadway Boulevard, Mail Stop HQW302, Tucson, Arizona 85701.