0001637880us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-30
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20212022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 333-212006
TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
Colorado84-0464189
(State or other jurisdiction of incorporation or
organization)
(I.R.S. employer identification
number)
1100 West 116th Avenue
Westminster,Colorado80234
(Address of principal executive offices)(Zip Code)
(303) 452-6111
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No x (Note: The registrant is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), but voluntarily files reports with the Securities and Exchange Commission. The registrant has filed all Exchange Act reports for the preceding 12 months (or for such shorter period that the registrant was required to file such reports))Commission).
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o
Non-accelerated Filer x Smaller reporting company 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No x
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The registrant is a membership corporation and has no authorized or outstanding equity securities.


Table of Contents
TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBERJUNE 30, 20212022
Page Number

i

Table of Contents
GLOSSARY
The following abbreviations and acronyms used in this quarterly report on Form 10-Q are defined below:
Abbreviations or AcronymsDefinition
2018 Revolving Credit AgreementCredit Agreement, dated as of April 25, 2018, between us and CFC, as administrative agent
2022 Revolving Credit AgreementAmended and Restated Credit Agreement, dated as of April 25, 2022, between us and CFC, as administrative agent
ASCAccounting Standards Codification
ASUAccounting Standards Update
BasinBasin Electric Power Cooperative
BoardBoard of Directors
CDPHEColorado Department of Public Health and Environment
CFCNational Rural Utilities Cooperative Finance Corporation
CoBankCoBank, ACB
Colowyo CoalColowyo Coal Company L.P., a subsidiary of ours
COPUCColorado Public Utilities Commission
COVID-19coronavirus disease 2019 that was declared a pandemic by the World Health Organization in March 2020
D.C. Circuit Court of AppealsUnited States Court of Appeals for the District of Columbia Circuit
DSRDebt Service Ratio (as defined in our Master Indenture)
ECREquity to Capitalization Ratio (as defined in our Master Indenture)
DMEAEPADelta-Montrose Electric AssociationEnvironmental Protection Agency
FERCFederal Energy Regulatory Commission
FitchFitch Ratings Inc.
FPAFederal Power Act, as amended
GAAPaccounting principles generally accepted in the United States
Jurisdictional PDOour Petition for Declaratory Order on Jurisdiction under Part II of Federal Power Act, filed with FERC on December 23, 2019, EL20-16-000
kWhkilowatt hour
LIBORLondon Interbank Offered Rate
LPEALa Plata Electric Association, Inc.
Master IndentureMaster First Mortgage Indenture, Deed of Trust and Security Agreement, dated effective as of December 15, 1999, between us and U.S. Bank Trust Company, National Association, as successor trustee
MBPPMissouri Basin Power Project
Membersour Utility Members and Non-Utility Members
Moody’sMoody’s Investors Services, Inc.
MWmegawatt
MWhmegawatt hour
Non-Utility Membersour non-utility members
OATTOpen Access Transmission Tariff
OSHAOccupational Safety and Health Administration
Revolving Credit AgreementCredit Agreement, dated as of April 25, 2018, between us and CFC, as administrative agent
S&PS & P Global Ratings
SECSecurities and Exchange Commission
Springerville PartnershipSpringerville Unit 3 Partnership LP, a subsidiary of ours
Springerville Unit 3Springerville Generating Station Unit 3
Term SOFRthe implied rate on the future movement in the Secured Overnight Financing Rate (or "SOFR") over a future reference period
Tri-State, We, Our, Us, the AssociationTri-State Generation and Transmission Association, Inc.
ii

Table of Contents
United PowerUnited Power, Inc.
Utility Membersour electric distribution member systems, consisting of both Class A members and Class B members
iiiii

Table of Contents
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains “forward-looking statements.” All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate to occur in the future, including matters such as the timing of various regulatory and other actions, future capital expenditures, business strategy and development, construction, operation, or closure of facilities (often, but not always, identified through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “forecast,” “projection,” “target” and “outlook”) are forward-looking statements.
Although we believe that in making these forward-looking statements our expectations are based on reasonable assumptions, any forward-looking statement involves uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements.
iiiiv

Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Tri-State Generation and Transmission Association, Inc.
Consolidated Statements of Financial Position
(dollars in thousands)
September 30, 2021December 31, 2020June 30, 2022December 31, 2021
ASSETSASSETS(unaudited)ASSETS(unaudited)
Property, plant and equipmentProperty, plant and equipmentProperty, plant and equipment
Electric plantElectric plantElectric plant
In serviceIn service$6,284,666 $6,254,652 In service$5,669,932 $5,606,732 
Construction work in progressConstruction work in progress100,977 89,447 Construction work in progress80,774 107,636 
Total electric plantTotal electric plant6,385,643 6,344,099 Total electric plant5,750,706 5,714,368 
Less allowances for depreciation and amortizationLess allowances for depreciation and amortization(3,027,468)(2,991,393)Less allowances for depreciation and amortization(2,397,715)(2,367,197)
Net electric plantNet electric plant3,358,175 3,352,706 Net electric plant3,352,991 3,347,171 
Other plantOther plant415,786 456,924 Other plant933,479 1,093,922 
Less allowances for depreciation, amortization and depletionLess allowances for depreciation, amortization and depletion(160,357)(133,012)Less allowances for depreciation, amortization and depletion(673,691)(823,087)
Net other plantNet other plant255,429 323,912 Net other plant259,788 270,835 
Total property, plant and equipmentTotal property, plant and equipment3,613,604 3,676,618 Total property, plant and equipment3,612,779 3,618,006 
Other assets and investmentsOther assets and investmentsOther assets and investments
Investments in other associationsInvestments in other associations164,613 162,975 Investments in other associations164,259 163,097 
Investments in and advances to coal minesInvestments in and advances to coal mines2,448 2,799 Investments in and advances to coal mines2,171 2,273 
Restricted cash and investmentsRestricted cash and investments4,241 4,682 Restricted cash and investments3,746 4,101 
Other noncurrent assetsOther noncurrent assets16,500 14,889 Other noncurrent assets16,102 15,873 
Total other assets and investmentsTotal other assets and investments187,802 185,345 Total other assets and investments186,278 185,344 
Current assetsCurrent assetsCurrent assets
Cash and cash equivalentsCash and cash equivalents97,602 127,187 Cash and cash equivalents96,841 100,555 
Restricted cash and investmentsRestricted cash and investments411 205 Restricted cash and investments663 480 
Deposits and advancesDeposits and advances36,115 32,012 Deposits and advances35,672 34,042 
Accounts receivable—Utility MembersAccounts receivable—Utility Members102,286 96,637 Accounts receivable—Utility Members111,571 95,630 
Other accounts receivableOther accounts receivable23,694 20,570 Other accounts receivable25,563 21,571 
Electric plant held for sale— 4,877 
Land held for saleLand held for sale411 — 
Coal inventoryCoal inventory58,312 55,762 Coal inventory55,689 59,701 
Materials and suppliesMaterials and supplies84,498 82,119 Materials and supplies92,274 87,234 
Total current assetsTotal current assets402,918 419,369 Total current assets418,684 399,213 
Deferred chargesDeferred chargesDeferred charges
Regulatory assetsRegulatory assets675,964 710,268 Regulatory assets674,378 665,693 
Prepayment—NRECA Retirement Security PlanPrepayment—NRECA Retirement Security Plan17,460 21,490 Prepayment—NRECA Retirement Security Plan13,431 16,117 
OtherOther40,027 33,646 Other41,037 35,139 
Total deferred chargesTotal deferred charges733,451 765,404 Total deferred charges728,846 716,949 
Total assetsTotal assets$4,937,775 $5,046,736 Total assets$4,946,587 $4,919,512 
EQUITY AND LIABILITIESEQUITY AND LIABILITIESEQUITY AND LIABILITIES
CapitalizationCapitalizationCapitalization
Patronage capital equityPatronage capital equity$1,009,213 $978,519 Patronage capital equity$924,243 $994,865 
Accumulated other comprehensive lossAccumulated other comprehensive loss(5,940)(5,714)Accumulated other comprehensive loss(2,196)(1,460)
Noncontrolling interestNoncontrolling interest117,334 114,851 Noncontrolling interest122,894 119,100 
Total equityTotal equity1,120,607 1,087,656 Total equity1,044,941 1,112,505 
Long-term debtLong-term debt3,110,546 3,200,181 Long-term debt2,896,050 3,101,870 
Total capitalizationTotal capitalization4,231,153 4,287,837 Total capitalization3,940,991 4,214,375 
Current liabilitiesCurrent liabilitiesCurrent liabilities
Utility Member advancesUtility Member advances19,091 16,592 Utility Member advances19,784 17,217 
Accounts payableAccounts payable112,770 98,654 Accounts payable126,605 105,965 
Short-term borrowingsShort-term borrowings179,699 49,997 
Accrued expensesAccrued expenses31,532 40,736 Accrued expenses32,264 32,882 
Current asset retirement obligationsCurrent asset retirement obligations6,511 11,044 Current asset retirement obligations4,953 7,003 
Accrued interestAccrued interest44,918 27,520 Accrued interest24,230 25,716 
Accrued property taxesAccrued property taxes26,939 32,794 Accrued property taxes19,976 33,877 
Current maturities of long-term debtCurrent maturities of long-term debt91,165 87,587 Current maturities of long-term debt201,575 93,039 
Total current liabilitiesTotal current liabilities332,926 314,927 Total current liabilities609,086 365,696 
Deferred credits and other liabilitiesDeferred credits and other liabilitiesDeferred credits and other liabilities
Regulatory liabilitiesRegulatory liabilities175,231 224,953 Regulatory liabilities120,436 146,021 
Deferred income tax liabilityDeferred income tax liability19,470 19,591 Deferred income tax liability19,023 18,987 
Asset retirement and environmental reclamation obligationsAsset retirement and environmental reclamation obligations80,689 127,045 Asset retirement and environmental reclamation obligations168,364 83,278 
OtherOther78,765 54,600 Other75,761 78,319 
Total deferred credits and other liabilitiesTotal deferred credits and other liabilities354,155 426,189 Total deferred credits and other liabilities383,584 326,605 
Accumulated postretirement benefit and postemployment obligationsAccumulated postretirement benefit and postemployment obligations19,541 17,783 Accumulated postretirement benefit and postemployment obligations12,926 12,836 
Total equity and liabilitiesTotal equity and liabilities$4,937,775 $5,046,736 Total equity and liabilities$4,946,587 $4,919,512 
The accompanying notes are an integral part of these consolidated financial statements.
1

Table of Contents
Tri-State Generation and Transmission Association, Inc.
Consolidated Statements of Operations (unaudited)
(dollars in thousands)
Three Months Ended September 30,Nine Months Ended
September 30,
Three Months Ended June 30,Six Months Ended June 30,
20212020202120202022202120222021
Operating revenuesOperating revenuesOperating revenues
Utility Member electric salesUtility Member electric sales$350,344 $346,769 $897,587 $926,529 Utility Member electric sales$286,568 $274,445 $568,815 $547,243 
Non-member electric salesNon-member electric sales44,451 38,606 118,770 71,044 Non-member electric sales34,214 16,188 57,158 33,529 
Rate stabilizationRate stabilization17,462 19,957 25,345 40,790 
OtherOther21,068 16,226 51,780 37,150 Other13,718 15,712 25,846 30,712 
415,863 401,601 1,068,137 1,034,723 351,962 326,302 677,164 652,274 
Operating expensesOperating expensesOperating expenses
Purchased powerPurchased power112,540 103,136 286,109 260,804 Purchased power105,738 86,552 193,038 173,569 
FuelFuel76,332 65,061 182,749 165,679 Fuel68,247 45,870 130,721 106,417 
ProductionProduction41,543 39,698 135,285 122,595 Production50,254 52,841 88,050 93,742 
TransmissionTransmission50,152 43,989 136,771 127,175 Transmission42,053 41,948 89,235 86,619 
General and administrativeGeneral and administrative15,916 17,081 42,400 49,337 General and administrative18,893 11,897 39,166 26,484 
Depreciation, amortization and depletionDepreciation, amortization and depletion44,990 45,775 144,228 137,110 Depreciation, amortization and depletion45,269 46,483 86,743 99,238 
Coal miningCoal mining1,492 4,200 3,999 8,021 Coal mining3,849 966 5,375 2,507 
OtherOther1,562 2,691 5,395 13,429 Other47,302 1,282 48,339 3,833 
344,527 321,631 936,936 884,150 381,605 287,839 680,667 592,409 
Operating marginsOperating margins71,336 79,970 131,201 150,573 Operating margins(29,643)38,463 (3,503)59,865 
Other incomeOther incomeOther income
InterestInterest897 959 2,681 3,248 Interest928 907 1,786 1,784 
Capital credits from cooperativesCapital credits from cooperatives59 1,186 4,334 4,674 Capital credits from cooperatives4,595 4,275 
Other income1,358 197 3,247 348 
Other income (expense)Other income (expense)(14)1,032 871 1,889 
2,314 2,342 10,262 8,270 915 1,941 7,252 7,948 
Interest expenseInterest expenseInterest expense
InterestInterest35,739 37,673 107,946 114,533 Interest35,309 36,092 70,990 72,207 
Interest charged during constructionInterest charged during construction(861)(1,460)(2,839)(5,022)Interest charged during construction(397)(1,004)(792)(1,978)
34,878 36,213 105,107 109,511 34,912 35,088 70,198 70,229 
Income tax expense (benefit)267 (154)486 (484)
Income tax expenseIncome tax expense19 110 37 219 
Net margins including noncontrolling interestNet margins including noncontrolling interest38,505 46,253 35,870 49,816 Net margins including noncontrolling interest(63,659)5,206 (66,486)(2,635)
Net margin attributable to noncontrolling interestNet margin attributable to noncontrolling interest(1,765)(1,424)(5,176)(4,164)Net margin attributable to noncontrolling interest(2,128)(1,762)(4,136)(3,411)
Net margins attributable to the AssociationNet margins attributable to the Association$36,740 $44,829 $30,694 $45,652 Net margins attributable to the Association$(65,787)$3,444 $(70,622)$(6,046)
The accompanying notes are an integral part of these consolidated financial statements.
2

Table of Contents
Tri-State Generation and Transmission Association, Inc.
Consolidated Statements of Comprehensive Income (Loss) (unaudited)
(dollars in thousands)
Three Months Ended September 30,Nine Months Ended
September 30,
Three Months Ended June 30,Six Months Ended June 30,
20212020202120202022202120222021
Net margins including noncontrolling interestNet margins including noncontrolling interest$38,505 $46,253 $35,870 $49,816 Net margins including noncontrolling interest$(63,659)$5,206 $(66,486)$(2,635)
Other comprehensive income (loss):
Other comprehensive loss:Other comprehensive loss:
Unrealized loss on securities available for saleUnrealized loss on securities available for sale(15)— (56)— Unrealized loss on securities available for sale(56)(7)(232)(41)
Amortization of actuarial loss on postretirement benefit obligation included in net margin220 177 951 1,287 
Amortization of prior service credit on postretirement benefit obligation included in net marginAmortization of prior service credit on postretirement benefit obligation included in net margin(535)(20)(1,070)(40)
Amortization of actuarial loss on executive benefit restoration obligation included in net marginAmortization of actuarial loss on executive benefit restoration obligation included in net margin— — — 312 
Amortization of prior service cost on executive benefit restoration obligation included in net marginAmortization of prior service cost on executive benefit restoration obligation included in net margin283 239 566 459 
Unrecognized prior service costUnrecognized prior service cost— — (1,121)(7,373)Unrecognized prior service cost— — — (1,121)
Other comprehensive income (loss)Other comprehensive income (loss)205 177 (226)(6,086)Other comprehensive income (loss)(308)212 (736)(431)
Comprehensive income including noncontrolling interest38,710 46,430 35,644 43,730 
Comprehensive income (loss) including noncontrolling interestComprehensive income (loss) including noncontrolling interest(63,967)5,418 (67,222)(3,066)
Net comprehensive income attributable to noncontrolling interestNet comprehensive income attributable to noncontrolling interest(1,765)(1,424)(5,176)(4,164)Net comprehensive income attributable to noncontrolling interest(2,128)(1,762)(4,136)(3,411)
Comprehensive income attributable to the Association$36,945 $45,006 $30,468 $39,566 
Comprehensive income (loss) attributable to the AssociationComprehensive income (loss) attributable to the Association$(66,095)$3,656 $(71,358)$(6,477)
The accompanying notes are an integral part of these consolidated financial statements.
3

Table of Contents
Tri-State Generation and Transmission Association, Inc.
Consolidated Statements of Equity (unaudited)
(dollars in thousands)
Three Months Ended September 30,Nine Months Ended
September 30,
Three Months Ended June 30,Six Months Ended June 30,
20212020202120202022202120222021
Patronage capital equity at beginning of periodPatronage capital equity at beginning of period$972,473 $984,221 $978,519 $1,031,063 Patronage capital equity at beginning of period$990,030 $969,029 $994,865 $978,519 
Net margins attributable to the AssociationNet margins attributable to the Association36,740 44,829 30,694 45,652 Net margins attributable to the Association(65,787)3,444 (70,622)(6,046)
Retirement of patronage capital— — — (47,665)
Patronage capital equity at end of periodPatronage capital equity at end of period1,009,213 1,029,050 1,009,213 1,029,050 Patronage capital equity at end of period924,243 972,473 924,243 972,473 
Accumulated other comprehensive loss at beginning of periodAccumulated other comprehensive loss at beginning of period(6,145)(7,781)(5,714)(1,518)Accumulated other comprehensive loss at beginning of period(1,888)(6,357)(1,460)(5,714)
Unrealized loss on securities available for saleUnrealized loss on securities available for sale(15)— (56)— Unrealized loss on securities available for sale(56)(7)(232)(41)
Amortization of prior service cost220 177 951 1,287 
Reclassification adjustment of prior service credit on postretirement benefit obligation included in net marginReclassification adjustment of prior service credit on postretirement benefit obligation included in net margin(535)(20)(1,070)(40)
Reclassification adjustment for actuarial loss on executive benefit restoration obligation included in net marginReclassification adjustment for actuarial loss on executive benefit restoration obligation included in net margin— — — 312 
Reclassification adjustment for prior service cost on executive benefit restoration obligation included in net marginReclassification adjustment for prior service cost on executive benefit restoration obligation included in net margin283 239 566 459 
Unrecognized prior service costUnrecognized prior service cost— — (1,121)(7,373)Unrecognized prior service cost— — — (1,121)
Accumulated other comprehensive loss at end of periodAccumulated other comprehensive loss at end of period(5,940)(7,604)(5,940)(7,604)Accumulated other comprehensive loss at end of period(2,196)(6,145)(2,196)(6,145)
Noncontrolling interest at beginning of periodNoncontrolling interest at beginning of period115,569 113,189 114,851 111,717 Noncontrolling interest at beginning of period120,766 113,807 119,100 114,851 
Net comprehensive income attributable to noncontrolling interestNet comprehensive income attributable to noncontrolling interest1,765 1,424 5,176 4,164 Net comprehensive income attributable to noncontrolling interest2,128 1,762 4,136 3,411 
Equity distribution to noncontrolling interestEquity distribution to noncontrolling interest— (1,188)(2,693)(2,456)Equity distribution to noncontrolling interest— — (342)(2,693)
Noncontrolling interest at end of periodNoncontrolling interest at end of period117,334 113,425 117,334 113,425 Noncontrolling interest at end of period122,894 115,569 122,894 115,569 
Total equity at end of periodTotal equity at end of period$1,120,607 $1,134,871 $1,120,607 $1,134,871 Total equity at end of period$1,044,941 $1,081,897 $1,044,941 $1,081,897 
The accompanying notes are an integral part of these consolidated financial statements.

4

Table of Contents
Tri-State Generation and Transmission Association, Inc.
Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
Nine Months Ended September 30,Six Months Ended June 30,
2021202020222021
Operating activitiesOperating activitiesOperating activities
Net margins including noncontrolling interestNet margins including noncontrolling interest$35,870 $49,816 Net margins including noncontrolling interest$(66,486)$(2,635)
Adjustments to reconcile net margins to net cash provided by operating activities:Adjustments to reconcile net margins to net cash provided by operating activities:Adjustments to reconcile net margins to net cash provided by operating activities:
Depreciation, amortization and depletionDepreciation, amortization and depletion144,228 137,110 Depreciation, amortization and depletion86,743 99,238 
Amortization of NRECA Retirement Security Plan prepaymentAmortization of NRECA Retirement Security Plan prepayment4,029 4,029 Amortization of NRECA Retirement Security Plan prepayment2,686 2,686 
Amortization of debt issuance costsAmortization of debt issuance costs1,867 1,832 Amortization of debt issuance costs1,738 1,249 
Impairment lossImpairment loss— 259,761 Impairment loss29,250 — 
Deferred impairment loss and other closure costs— (268,163)
Recognition of deferred revenue(49,364)— 
Deferred membership withdrawal income— 110,165 
Deferred impairment lossDeferred impairment loss(29,250)— 
Rate stabilization revenueRate stabilization revenue(25,345)(40,790)
Deposits associated with generator interconnection requestsDeposits associated with generator interconnection requests17,130 — Deposits associated with generator interconnection requests9,766 17,130 
Capital credit allocations from cooperatives and income from coal mines under (over) refund distributions(1,180)2,813 
Capital credit allocations from cooperatives and income from coal mines over refund distributionsCapital credit allocations from cooperatives and income from coal mines over refund distributions(1,135)(957)
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Accounts receivableAccounts receivable(12,991)5,844 Accounts receivable(24,984)(19,250)
Coal inventoryCoal inventory(2,064)(5,688)Coal inventory4,013 (9,202)
Materials and suppliesMaterials and supplies(1,977)290 Materials and supplies(5,040)(249)
Accounts payable and accrued expensesAccounts payable and accrued expenses27,258 9,337 Accounts payable and accrued expenses26,027 23,681 
Accrued interestAccrued interest17,397 16,113 Accrued interest(1,486)(1,628)
Accrued property taxesAccrued property taxes(5,856)(1,043)Accrued property taxes(13,901)(14,640)
New Horizon Mine environmental obligationNew Horizon Mine environmental obligation44,869 — 
OtherOther(3,654)(16,323)Other(9,723)(1,935)
Net cash provided by operating activitiesNet cash provided by operating activities170,693 305,893 Net cash provided by operating activities27,742 52,698 
Investing activitiesInvesting activitiesInvesting activities
Purchases of plantPurchases of plant(83,405)(100,821)Purchases of plant(56,115)(52,030)
Sale of electric plant— 26,000 
Changes in deferred chargesChanges in deferred charges(15,734)(4,532)Changes in deferred charges(3,644)(5,325)
Proceeds from other investmentsProceeds from other investments72 68 Proceeds from other investments75 72 
Net cash used in investing activitiesNet cash used in investing activities(99,067)(79,285)Net cash used in investing activities(59,684)(57,283)
Financing activitiesFinancing activitiesFinancing activities
Changes in Member advancesChanges in Member advances2,499 (1,520)Changes in Member advances2,433 2,499 
Payments of long-term debtPayments of long-term debt(87,138)(277,119)Payments of long-term debt(97,417)(73,946)
Proceeds from issuance of long-term debt— 425,000 
Debt issuance costsDebt issuance costs— (637)Debt issuance costs(1,311)— 
Change in short-term borrowings, netChange in short-term borrowings, net— (252,323)Change in short-term borrowings, net129,702 79,968 
Retirement of patronage capitalRetirement of patronage capital(13,705)(60,991)Retirement of patronage capital(4,564)(13,705)
Equity distribution to noncontrolling interestEquity distribution to noncontrolling interest(2,693)(2,456)Equity distribution to noncontrolling interest(342)(2,693)
OtherOther(409)(279)Other(445)(409)
Net cash used in financing activities(101,446)(170,325)
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities28,056 (8,286)
Net increase (decrease) in cash, cash equivalents and restricted cash and investments(29,820)56,283 
Net decrease in cash, cash equivalents and restricted cash and investmentsNet decrease in cash, cash equivalents and restricted cash and investments(3,886)(12,871)
Cash, cash equivalents and restricted cash and investments – beginningCash, cash equivalents and restricted cash and investments – beginning132,074 113,768 Cash, cash equivalents and restricted cash and investments – beginning105,136 132,074 
Cash, cash equivalents and restricted cash and investments – endingCash, cash equivalents and restricted cash and investments – ending$102,254 $170,051 Cash, cash equivalents and restricted cash and investments – ending$101,250 $119,203 
Supplemental cash flow information:Supplemental cash flow information:Supplemental cash flow information:
Cash paid for interestCash paid for interest$89,119 $97,218 Cash paid for interest$70,942 $72,904 
Cash paid for income taxesCash paid for income taxes$— $— Cash paid for income taxes$— $— 
Supplemental disclosure of noncash investing and financing activities:Supplemental disclosure of noncash investing and financing activities:Supplemental disclosure of noncash investing and financing activities:
Change in plant expenditures included in accounts payableChange in plant expenditures included in accounts payable$2,730 $2,217 Change in plant expenditures included in accounts payable$(2,606)$397 
The accompanying notes are an integral part of these consolidated financial statements.
5

Table of Contents
Tri-State Generation and Transmission Association, Inc.
Notes to Unaudited Consolidated Financial Statements
For the Three and NineSix Months Ended SeptemberJune 30, 20212022 and 20202021
NOTE 1 – PRESENTATION OF FINANCIAL INFORMATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 20202021 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Our consolidated financial position as of SeptemberJune 30, 2021,2022, results of operations for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, and cash flows for the ninesix months ended SeptemberJune 30, 20212022 and 20202021 are not necessarily indicative of the results that may be expected for an entire year or any other period.
Basis of Consolidation
We are a taxable wholesale electric power generation and transmission cooperative operating on a not-for-profit basis serving large portions of Colorado, Nebraska, New Mexico and Wyoming. We were incorporated under the laws of the State of Colorado in 1952. We have 3 classes of membership: Class A - utility full requirements members, Class B - utility partial requirements members, and non-utility members. We have NaN electric distribution member systems who are Class A members to which we provide electric power pursuant to long-term wholesale electric service contracts. We currently have no Class B members. We have 3 non-utility members (“Non-Utility Members”). Our Class A members and any Class B members are collectively referred to as our “Utility Members.” Our Class A members, any Class B members, and Non-Utility Members are collectively referred to as our “Members.” The addition of Non-Utility Members in 2019 and specifically the addition of MIECO, Inc. on September 3, 2019 removed the exemption from the Federal Energy Regulatory Commission’s (“FERC”) regulation for us, thus subjecting us to full rate and transmission jurisdiction by FERC effective September 3, 2019. Our stated rate to our Class A members was filed at FERC on December 23, 2019 and was accepted by FERC on March 20, 2020. On August 2, 2021, FERC approved our settlement agreement related to our stated rate to our Class A members. See Note 17 – Legal.
We comply with the Uniform System of Accounts as prescribed by FERC. In conformity with GAAP, the accounting policies and practices applied by us in the determination of rates are also employed for financial reporting purposes.
The accompanying financial statements reflect the consolidated accounts of Tri-State Generation and Transmission Association, Inc. (“Tri-State”, “we”, “our”, “us” or “the Association”), our wholly-owned and majority-owned subsidiaries, and certain variable interest entities for which we or our subsidiaries are the primary beneficiaries. See Note 16 – Variable Interest Entities. Our consolidated financial statements also include our undivided interests in jointly owned facilities. We have eliminated all significant intercompany balances and transactions in consolidation. In August 2021, Thermo Cogeneration Partnership, LP and its related entities merged into Tri-State. There was no impact to our consolidated financial statements as a result of this merger.
Jointly Owned Facilities
We own undivided interests in 2 jointly owned generationgenerating facilities that are operated by the operating agent of each facility under joint facility ownership agreements with other utilities as tenants in common. These projects include the Yampa Project (operated by us) and the Missouri Basin Power Project (“MBPP”) (operated by Basin Electric Power Cooperative (“Basin”)). Each participant in these agreements receives a portion of the total output of the generationgenerating facilities, which approximates its percentage ownership. Each participant provides its own financing for its share of each facility and accounts for its share of the cost of each facility. The operating agent for each of these projects allocates the fuel and operating expenses to each participant based upon its share of the use of the facility. Therefore, our share of the plant asset cost, interest, depreciation and other operating expenses is included in our consolidated financial statements.
Effective August 1, 2021, our ownership share in MBPP increased to 28.5 percent due to our acquisition of Wyoming Municipal Power Agency’s ownership share in MBPP. The purchase represents an additional 1.37 percent undivided ownership interest in MBPP, which includes transmission and water rights and approximately 23 megawatts of generation.
6

Table of Contents
Our share in each jointly owned facility is as follows as of SeptemberJune 30, 20212022 (dollars in thousands):
Tri-State
Share
Electric
Plant in
Service
Accumulated
Depreciation
Construction
Work In
Progress
Yampa Project - Craig Generating Station Units 1 and 224.00 %$391,695 $253,183 $790 
MBPP - Laramie River Station28.50 %523,438 334,827 3,453 
Total$915,133 $588,010 $4,243 
Recently Adopted Accounting Pronouncements
On December 18, 2019, the Financial Accounting Standards Board issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which may impact both interim and annual reporting periods. This guidance is required to be adopted by public filers for years beginning after December 15, 2020. Under previous guidance, when there was a change in tax law (such as a change in the statutory tax rate), ASC 740 required the impact on deferred taxes to be recognized in the reporting period that included the enactment date. However, the interim period guidance under ASC 740-270 required that the effect of a change in tax rate be recognized in the estimated annual effective tax rate at enactment date or the effective date, whichever occurred later. Thus, in situations where a rate change was enacted in one interim period but effective in another interim period, complexities arose with respect to deferred tax balances and taxes payable. ASU 2019-12 modifies the previous approach so that changes in tax law should be reflected in the estimated annual rate in the period of enactment. This better aligns the interim reporting framework with the overall guidance with respect to changes in tax law. As described in Note 13 - Income Taxes, federal legislation has been proposed to increase the federal corporate income tax rate. If that were to occur, we would report the impact pursuant to ASU 2019-12. We do not anticipate having any other material financial reporting impacts caused by ASU 2019-12.
Tri-State
Share
Electric
Plant in
Service
Accumulated
Depreciation
Construction
Work In
Progress
Yampa Project - Craig Generating Station Units 1 and 224.00 %$391,913 $258,163 $291 
MBPP - Laramie River Station28.50 %525,986 339,367 4,168 
Total$917,899 $597,530 $4,459 
NOTE 2 – ACCOUNTING FOR RATE REGULATION
In accordance with the accounting requirements related to regulated operations, some revenues and expenses have been deferred at the discretion of our Board of Directors (“Board”), subject to FERC approval, if based on regulatory orders or other available evidence, it is probable that these amounts will be refunded or recovered through future rates. Regulatory assets are costs that we expect to recover from our Utility Members based on rates approved by the applicable authority. Regulatory liabilities represent probable future reductions in rates associated with amounts that are expected to be refunded to our Utility Members based on rates approved by the applicable authority. Expected recovery of deferred costs and returning deferred credits are based on specific ratemaking decisions by FERC or precedent for each item. We recognize regulatory assets as expenses and regulatory liabilities as operating revenue, other income, or a reduction in expense concurrent with their recovery through rates.
7

Table of Contents
Regulatory assets and liabilities are as follows (dollars in thousands):
September 30,
2021
December 31,
2020
June 30,
2022
December 31,
2021
Regulatory assetsRegulatory assetsRegulatory assets
Deferred income tax expense (1)Deferred income tax expense (1)$19,035 $19,641 Deferred income tax expense (1)$18,742 $18,742 
Deferred prepaid lease expense – Springerville Unit 3 Lease (2)Deferred prepaid lease expense – Springerville Unit 3 Lease (2)79,706 81,424 Deferred prepaid lease expense – Springerville Unit 3 Lease (2)77,988 79,133 
Goodwill – J.M. Shafer (3)Goodwill – J.M. Shafer (3)44,159 46,296 Goodwill – J.M. Shafer (3)42,023 43,447 
Goodwill – Colowyo Coal (4)Goodwill – Colowyo Coal (4)35,386 36,161 Goodwill – Colowyo Coal (4)34,611 35,128 
Deferred debt prepayment transaction costs (5)Deferred debt prepayment transaction costs (5)125,831 132,302 Deferred debt prepayment transaction costs (5)119,360 123,674 
Deferred Holcomb expansion impairment loss (6)Deferred Holcomb expansion impairment loss (6)85,313 88,819 Deferred Holcomb expansion impairment loss (6)81,807 84,145 
Unrecovered plant (7)Unrecovered plant (7)286,534 305,625 Unrecovered plant (7)299,847 281,424 
Total regulatory assetsTotal regulatory assets675,964 710,268 Total regulatory assets674,378 665,693 
Regulatory liabilitiesRegulatory liabilitiesRegulatory liabilities
Interest rate swap - realized gain (8) and otherInterest rate swap - realized gain (8) and other2,935 3,293 Interest rate swap - realized gain (8) and other2,577 2,818 
Deferred revenues (9)14,353 63,717 
Membership withdrawal (10)157,943 157,943 
Membership withdrawal (9)Membership withdrawal (9)117,859 143,203 
Total regulatory liabilitiesTotal regulatory liabilities175,231 224,953 Total regulatory liabilities120,436 146,021 
Net regulatory assetNet regulatory asset$500,733 $485,315 Net regulatory asset$553,942 $519,672 
(1)Represents aA regulatory asset or liability associated with deferred income tax expense that is expected to resulttaxes generally represents the future increase or decrease in income taxes payable inthat will be received or settled through future periods. Our subsidiaries are not subject to FERC regulation and continue to use a flow-through method for recognizing deferred income taxes whereby changes in deferred tax assets or liabilities result in the establishment of a regulatory asset or liability, as approved by our Board.rate revenues.
(2)Represents deferral of the loss on acquisition related to the Springerville Generating Station Unit 3 (“Springerville Unit 3”) prepaid lease expense upon acquiring a controlling interest in the Springerville Unit 3 Partnership LP (“Springerville Partnership”) in 2009. The regulatory asset for the deferred prepaid lease expense is being amortized to depreciation, amortization and depletion expense in the amount of $2.3 million annually through the 47-year period ending in 2056 and recovered from our Utility Members through rates.
(3)Represents goodwill related to our acquisition of Thermo Cogeneration Partnership, LPan entity that owned J.M. Shafer Generating Station in December 2011. Goodwill is being amortized to depreciation, amortization and depletion expense in the amount of $2.8 million annually through the 25-year period ending in 2036 and recovered from our Utility Members through rates.
(4)Represents goodwill related to our acquisition of Colowyo Coal Company LP (“Colowyo Coal”) in December 2011. Goodwill is being amortized to depreciation, amortization and depletion expense in the amount of $1.0 million annually through the 44-year period ending in 2056 and recovered from our Utility Members through rates.
7

Table of Contents
(5)Represents transaction costs that we incurred related to the prepayment of our long-term debt in 2014. These costs are being amortized to depreciation, amortization and depletion expense in the amount of $8.6 million annually over the 21.4-year period ending in 2036 and recovered from our Utility Members through rates.
(6)Represents deferral of the impairment loss related to development costs, including costs for the option to purchase development rights for the expansion of the Holcomb Generating Station. The regulatory asset for the deferred impairment loss is being amortized to depreciation, amortization and depletion expense in the amount of $4.7 million annually over the 20-year period ending in 2039 and recovered from our Utility Members through rates.
(7)Represents deferral of the impairment losses related to the early retirement of the Nucla, Escalante and EscalanteRifle Generating Stations. The deferred impairment loss for Nucla and Escalante Generating StationStations is being amortized to depreciation, amortization and depletion expense in the amount of $9.1$7.7 million annually through December 2022 and recovered from our Utility Members through rates. The deferred impairment loss for Escalante Generating Station is being amortized to depreciation, amortization and depletion expense in the amount of $11.3$12.3 million annually over the 25-year period ending in December 2045, respectively, and recovered from our Utility Members through rates. In March 2022, our Board took action for the early retirement of the Rifle Generating Station and the deferral of any impairment loss in accordance with accounting for rate regulation. In conjunction with the early retirement, we recognized an impairment loss of $3.7 million during the first quarter of 2022. The Rifle Generating Station is anticipated to be retired from service in October 2022. Once retired, the deferred impairment loss will be amortized to depreciation, amortization and depletion expense through December 2028, which was the depreciable life of Escalantethe Rifle Generating Station, and recovered from our Utility Members throughin rates. The annual amortization approximates the former annual Escalante Generating Station depreciation for the remaining life of the asset.
(8)Represents deferral of a realized gain of $4.6 million related to the October 2017 settlement of a forward starting interest rate swap. This realized gain was deferred as a regulatory liability and is being amortized to interest expense over the 12-year term of the First Mortgage Obligations, Series 2017A and refunded to Utility Members through reduced rates when recognized in future periods.
8

Table of Contents
(9)Represents deferral of the recognition of non-member electric sales revenues. These deferred non-member electric sales revenues will be refunded to Utility Members as part of our rate stabilization measures when recognized in non-member electric sales revenue in future periods.
(10)Represents the deferral of the recognition of other incomeoperating revenues related to the withdrawal of former Utility Members from membership in us. The total deferred membership withdrawal income will be refunded to Utility Members through reduced rates when recognized in operating revenues in future periods. For the six months ended June 30, 2022, $25.3 million was recognized in operating revenues as part of our rate stabilization measures when recognized in other income in future periods.measures.
NOTE 3 – INVESTMENTS IN OTHER ASSOCIATIONS
Investments in other associations include investments in the patronage capital of other cooperatives and other required investments in the organizations. Our investment in a cooperative increases when a cooperative allocates patronage capital credits to us and it decreases when we receive a cash retirement of the allocated capital credits from the cooperative. A cooperative allocates its patronage capital credits to us based upon our patronage (amount of business done) with the cooperative.
Investments in other associations are as follows (dollars in thousands):
September 30,
2021
December 31,
2020
June 30,
2022
December 31,
2021
Basin Electric Power CooperativeBasin Electric Power Cooperative$118,295 $118,295 Basin Electric Power Cooperative$116,826 $116,826 
National Rural Utilities Cooperative Finance Corporation - patronage capitalNational Rural Utilities Cooperative Finance Corporation - patronage capital12,076 11,933 National Rural Utilities Cooperative Finance Corporation - patronage capital12,076 12,076 
National Rural Utilities Cooperative Finance Corporation - capital term certificatesNational Rural Utilities Cooperative Finance Corporation - capital term certificates15,149 15,221 National Rural Utilities Cooperative Finance Corporation - capital term certificates15,074 15,149 
CoBank, ACBCoBank, ACB12,985 11,141 CoBank, ACB14,328 12,985 
OtherOther6,108 6,385 Other5,955 6,061 
Investments in other associationsInvestments in other associations$164,613 $162,975 Investments in other associations$164,259 $163,097 
Our investments in other associations are considered equity securities without readily determinable fair values, and as such are measured at cost minus impairment. We have evaluated these investments for indicators of impairment. There were no impairments of these investments recognized during the ninesix months ended SeptemberJune 30, 20212022 or during 2020.2021.
NOTE 4 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND INVESTMENTS
We consider highly liquid investments with an original maturity of three months or less to be cash equivalents. The fair value of cash equivalents approximates their carrying values due to their short-term maturity.
Restricted cash and investments represent funds designated by our Board for specific uses and funds restricted by contract or other legal reasons. A portion of the funds are amounts that have been restricted by contract that are expected to be settled within one year. These funds are therefore classified as current on our consolidated statements of financial position. The other
8

Table of Contents
funds are for amounts restricted by contract or other legal reasons that are expected to be settled beyond one year. These funds are classified as noncurrent and are included in other assets and investments on our consolidated statements of financial position.
The following table provides a reconciliation of cash, cash equivalents and restricted cash and investments reported within our consolidated statements of financial position that sum to the total of the same such amount shown in our consolidated statements of cash flows (dollars in thousands):
September 30,
2021
December 31,
2020
Cash and cash equivalents$97,602 $127,187 
Restricted cash and investments - current411 205 
Restricted cash and investments - noncurrent4,241 4,682 
Cash, cash equivalents and restricted cash and investments$102,254 $132,074 
9
June 30,
2022
December 31,
2021
Cash and cash equivalents$96,841 $100,555 
Restricted cash and investments - current663 480 
Restricted cash and investments - noncurrent3,746 4,101 
Cash, cash equivalents and restricted cash and investments$101,250 $105,136 

Table of Contents
NOTE 5 – CONTRACT ASSETS AND CONTRACT LIABILITIES
Accounts Receivable
We record accounts receivable for our unconditional rights to consideration arising from our performance under contracts with our Members and other parties. Uncollectible amounts, if any, are identified on a specific basis and charged to expense in the period determined to be uncollectible. See Note 12 – Revenue.
Contract liabilities (unearned revenue)
A contract liability represents an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. We have received deposits from others and these deposits are reflected in unearned revenue (included in other deferred credits and other liabilities on our consolidated statements of financial position) before revenue is recognized, resulting in contract liabilities. During the ninesix months ended SeptemberJune 30, 2021,2022, we recognized $0.4$0.7 million of this unearned revenue in other operating revenues on our consolidated statements of operations.
Our contract assets and liabilities consist of the following (dollars in thousands):
September 30,
2021
December 31,
2020
June 30,
2022
December 31,
2021
Accounts receivable - Utility MembersAccounts receivable - Utility Members$102,286 $96,637 Accounts receivable - Utility Members$111,571 $95,630 
Other accounts receivable - trade:Other accounts receivable - trade:Other accounts receivable - trade:
Non-member electric salesNon-member electric sales8,277 5,231 Non-member electric sales10,133 5,684 
OtherOther12,771 9,785 Other8,446 13,505 
Total other accounts receivable - tradeTotal other accounts receivable - trade21,048 15,016 Total other accounts receivable - trade18,579 19,189 
Other accounts receivable - nontradeOther accounts receivable - nontrade2,646 5,554 Other accounts receivable - nontrade6,984 2,382 
Total other accounts receivableTotal other accounts receivable$23,694 $20,570 Total other accounts receivable$25,563 $21,571 
Contract liabilities (unearned revenue)Contract liabilities (unearned revenue)$5,590 $6,025 Contract liabilities (unearned revenue)$5,207 $5,372 
9

Table of Contents
NOTE 6 – OTHER DEFERRED CHARGES
The following other deferred charges are reflected on our consolidated statements of financial position (dollars in thousands):
September 30,
2021
December 31,
2020
June 30,
2022
December 31,
2021
Preliminary surveys and investigationsPreliminary surveys and investigations$11,371 $12,886 Preliminary surveys and investigations$12,743 $12,366 
Advances to operating agents of jointly owned facilitiesAdvances to operating agents of jointly owned facilities7,770 2,071 Advances to operating agents of jointly owned facilities7,556 4,422 
Operating lease right-of-use assetsOperating lease right-of-use assets7,505 7,985 Operating lease right-of-use assets6,997 7,529 
OtherOther13,381 10,704 Other13,741 10,822 
Total other deferred chargesTotal other deferred charges$40,027 $33,646 Total other deferred charges$41,037 $35,139 
We make expenditures for preliminary surveys and investigations for the purpose of determining the feasibility of contemplated generation and transmission projects. If construction results, the preliminary survey and investigation expenditures will be reclassified to electric plant - construction work in progress. If the work is abandoned, the related preliminary survey and investigation expenditures will be charged to the appropriate operating expense account or the expense could be deferred as a regulatory asset to be recovered from our Utility Members through rates subject to approval by our Board and FERC.
We make advance payments to the operating agents of jointly owned facilities to fund our share of costs expected to be incurred under each project including MBPP – Laramie River Station, and Yampa Project – Craig Generating Station Units 1 and 2. We also make advance payments to the operating agent of Springerville Unit 3.
A right-of-use asset represents a lessee’s right to control the use of the underlying asset for the lease term. Right-of-use assets are included in other deferred charges and presented net of accumulated amortization. See Note 14 – Leases.
10

Table of Contents
NOTE 7 – LONG-TERM DEBT

We have $3.1$2.9 billion of long-term debt which consists of mortgage notes payable, pollution control revenue bonds and the Springerville certificates. The mortgage notes payable and pollution control revenue bonds are secured on a parity basis by a Master First Mortgage Indenture, Deed of Trust and Security Agreement (“Master Indenture”) except for 1 unsecured note in the amount of $13.9$8.1 million as of SeptemberJune 30, 2021.2022. Additionally, $100.0 million of our First Mortgage Bonds, Series 2014E-1 was reclassified to current maturities due to a public tender offer of such bonds which was completed in July 2022. Substantially all our assets, rents, revenues and margins are pledged as collateral. The Springerville certificates are secured by the assets of Springerville Unit 3. All long-term debt contains certain restrictive financial covenants, including a debt service ratio requirement on an annual basis and an equity to capitalization ratio requirement of at least 18 percent at the end of each fiscal year. Other than the Springerville certificates that has a debt service ratio requirement of at least 1.02 on an annual basis, all other long-term debt contains a debt service ratio requirement of at least 1.10 on an annual basis.
We have a secured revolving credit facility with National Rural Utilities Cooperative Finance Corporation (“CFC”), as lead arranger and administrative agent, in the amount of $650$520 million (“2022 Revolving Credit Agreement”) that expires onextends through April 25, 20232027 and includes a swingline sublimit of $100$125 million, a letter of credit sublimit of $75 million, and a commercial paper back-up sublimit of $500 million. As of SeptemberJune 30, 2021,2022, we had $650.0$340.0 million in availability under the 2022 Revolving Credit Agreement.
Long-term debt consists of the following (dollars in thousands):
September 30,
2021
December 31,
2020
June 30,
2022
December 31,
2021
Total debtTotal debt$3,221,577 $3,308,715 Total debt$3,117,011 $3,214,427 
Less debt issuance costsLess debt issuance costs(23,723)(25,590)Less debt issuance costs(22,684)(23,110)
Less debt discountsLess debt discounts(9,464)(9,659)Less debt discounts(9,118)(9,398)
Plus debt premiumsPlus debt premiums13,321 14,302 Plus debt premiums12,416 12,990 
Total debt adjusted for debt issuance costs, discounts and premiumsTotal debt adjusted for debt issuance costs, discounts and premiums3,201,711 3,287,768 Total debt adjusted for debt issuance costs, discounts and premiums3,097,625 3,194,909 
Less current maturitiesLess current maturities(91,165)(87,587)Less current maturities(201,575)(93,039)
Long-term debtLong-term debt$3,110,546 $3,200,181 Long-term debt$2,896,050 $3,101,870 

10

Table of Contents
NOTE 8 – SHORT-TERM BORROWINGS
We have a commercial paper program under which we issue unsecured commercial paper in aggregate amounts not exceeding the commercial paper back-up sublimit under our 2022 Revolving Credit Agreement, which is the lesser of $500 million or the amount available under our 2022 Revolving Credit Agreement. As of September 30, 2021 and December 31, 2020, we had noThe commercial paper outstanding.issuances are used to provide an additional financing source for our short-term liquidity needs. The maturities of the commercial paper issuances vary but may not exceed 397 days from the date of issue. The commercial paper notes are classified as current and are included in current liabilities as short-term borrowings on our consolidated statements of financial position.
Commercial paper consisted of the following (dollars in thousands):
June 30,
2022
December 31,
2021
Commercial paper outstanding, net of discounts$179,699 $49,997 
Weighted average interest rate1.86 %0.19 %
At SeptemberJune 30, 2021, $500.02022, $320.0 million of the commercial paper back-up sublimit remained available under the 2022 Revolving Credit Agreement. See Note 7 – Long-Term Debt.
NOTE 9 – ASSET RETIREMENT AND ENVIRONMENTAL RECLAMATION OBLIGATIONS
We account for current obligations associated with the future retirement of tangible long-lived assets and environmental reclamation in accordance with the accounting guidance relating to asset retirement and environmental obligations. This guidance requires that legal obligations associated with the retirement of long-lived assets be recognized at fair value at the time the liability is incurred and capitalized as part of the related long-lived asset. Over time, the liability is adjusted to its present value by recognizing accretion expense and the capitalized cost of the long-lived asset is depreciated in a manner consistent with the depreciation of the underlying physical asset. In the absence of quoted market prices, we determine fair value by using present value techniques in which estimates of future cash flows associated with retirement activities are discounted using a credit adjusted risk-free rate and market risk premium. Upon settlement of an asset retirement obligation, we will apply payment against the estimated liability and incur a gain or loss if the actual retirement costs differ from the estimated recorded liability.
Environmental reclamation costs are accrued based on management’s best estimate at the end of each period of the costs expected to be incurred. Such cost estimates may include ongoing care, maintenance and monitoring costs. Changes in
11

Table of Contents
reclamation estimates are reflected in earnings in the period an estimate is revised. Estimates of future expenditures for environmental reclamation obligations are not discounted.
Coal mines: We have asset retirement obligations for the final reclamation costs and environmental obligations for post-reclamation monitoring related to the Colowyo Mine and the New Horizon Mine. The New Horizon Mine is currently in post-reclamation monitoring. NaN pit at the Colowyo Mine began final reclamation in 20192020 with the other remaining pits still being actively mined.
Generation: We have asset retirement obligations related to equipment, dams, ponds, wells and underground storage tanks at the generating stations.
11

Table of Contents
Aggregate carrying amounts of asset retirement obligations and environmental reclamation obligations are as follows (dollars in thousands):
NineSix Months Ended
SeptemberJune 30,
2021
2022
Obligations at beginning of period$138,08990,281 
Liabilities incurred500 
Liabilities settled(4,384)(3,889)
Accretion expense1,9131,448 
Change in estimate(48,918)85,477 
Total obligations at end of period$87,200173,317 
Less current obligations at end of period(6,511)(4,953)
Long-term obligations at end of period$80,689168,364 
During 2021,In the second quarter of 2022, we recorded a reduction ofincreased the Colowyo Mine reclamation liability of $43.8 million. This reduction was primarily related to a change in the mine plan of South Taylor pit at the Colowyo Mine. After obtaining regulatory approval, the South Taylor pit life was extended through 2027 to mine the highwall, which resulted in a lower estimated obligation at the end of the mining period. The West pit is currently in final reclamation. In 2019, we recorded an additionalenvironmental reclamation obligation liability of $22.4 million due to anticipated revision toat the New Horizon Mine reclamation planby $44.9 million due to accommodate an alternative post mine land userevised cost estimates. The New Horizon Mine environmental remediation liability that has been recorded is $67.3 million as necessary for final mine reclamation.of June 30, 2022. Of this amount, $36.8 million is recorded on a discounted basis, using a discount rate of 3.25 percent, with total estimated undiscounted future cash outflows of $57.9 million. Environmental obligation expense is included in other operating expenses on our consolidated statement of operations. Although the entire environmental obligation has been expensed, we may seek future rate recovery in upcoming rate filings with FERC. We continue to evaluate the ColowyoNew Horizon Mine and New HorizonColowyo Mine post reclamation obligations and will make adjustments to these obligations as needed. Also in the second quarter of 2022, we recorded an additional asset retirement obligation of $40.6 million related to a change in cost estimates for our pond, ash landfill and post-closure reclamation obligations at various generating stations.
We also have asset retirement obligations with indeterminate settlement dates. These are made up primarily of obligations attached to transmission and other easements that are considered by us to be operated in perpetuity and therefore the measurement of the obligation is not possible. A liability will be recognized in the period in which sufficient information exists to estimate a range of potential settlement dates as is needed to employ a present value technique to estimate fair value.
NOTE 10 – OTHER DEFERRED CREDITS AND OTHER LIABILITIES
The following other deferred credits and other liabilities are reflected on our consolidated statements of financial position (dollars in thousands):
September 30,
2021
December 31,
2020
June 30,
2022
December 31,
2021
Transmission easementsTransmission easements$19,531 $19,983 Transmission easements$18,857 $19,339 
Operating lease liabilities - noncurrentOperating lease liabilities - noncurrent1,675 1,590 Operating lease liabilities - noncurrent1,403 1,622 
Contract liabilities (unearned revenue) - noncurrentContract liabilities (unearned revenue) - noncurrent3,634 3,702 Contract liabilities (unearned revenue) - noncurrent3,351 3,523 
Customer depositsCustomer deposits8,860 7,712 Customer deposits8,632 9,287 
Financial liabilities - reclamationFinancial liabilities - reclamation12,266 12,081 Financial liabilities - reclamation11,756 13,122 
Deposits associated with generator interconnection requests22,709 — 
OATT depositsOATT deposits24,520 24,327 
OtherOther10,090 9,532 Other7,242 7,099 
Total other deferred credits and other liabilitiesTotal other deferred credits and other liabilities$78,765 $54,600 Total other deferred credits and other liabilities$75,761 $78,319 
12

Table of Contents
In 2015, we renewed transmission right of wayright-of-way easements on tribal nation lands where certain of our electric transmission lines are located. $29.2$27.8 million will be paid by us for these easements from 20212022 through the individual easement terms ending between 2036 and 2040. The present values for the remaining easement payments were $19.5$18.9 million and $20.0$19.3 million as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively, which are recorded as other deferred credits and other liabilities.
A lease liability represents a lessee’s obligation to make lease payments over the lease term. The long-term portion of our lease liabilities are included in other deferred credits and other liabilities and the current portion of our lease liabilities are included in current liabilities. See Note 14 – Leases.
A contract liability represents an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. We have received deposits from others and these deposits are reflected in contract liabilities (unearned
12

Table of Contents
(unearned revenue) until recognized in other operating revenues over the life of the agreement. We have received deposits from various parties and those that may still be required to be returned are a liability and these are reflected in customer deposits.
Financial liabilities - reclamation represents the financial obligation for our share of reclamation at San Juan Mine (related to our former ownership in the San Juan Generating Station) and our share of reclamation at Laramie River Station (related to our ownership share in MBPP).
OATT deposits primarily represent deposits that are received by us related to generator interconnection requests that may be returned if the project does proceed to completion.
NOTE 11 – EMPLOYEE BENEFIT PLANS
Postretirement Benefits Other Than Pensions
We sponsor 3 medical plans for all non-bargaining unit employees under the age of 65. NaN of the plans provide postretirement medical benefits to full-time non-bargaining unit employees and retirees who receive benefits under those plans, who have attained age 55, and who elect to participate. All 3 of these non-bargaining unit medical plans offer postemploymentpost employment medical benefits to employees on long-term disability. The plans were unfunded at SeptemberJune 30, 2021,2022, are contributory (with retiree premium contributions equivalent to employee premiums, adjusted annually) and contain other cost-sharing features such as deductibles. As of June 30, 2021, the plans ceased to provide postretirement medical benefits for employees who retire after June 30, 2021.
The postretirement medical benefit and postemploymentpost employment medical benefit obligations are determined annually (during the fourth quarter) by an independent actuary and are included in accumulated postretirement benefit and postemploymentpost employment obligations on our consolidated statements of financial position as follows (dollars in thousands):
NineSix Months Ended
SeptemberJune 30,
2021
2022
Postretirement medical benefit obligation at beginning of period$9,9852,809 
Service cost451 
Interest cost19418 
Benefit payments (net of contributions by participants)(444)(324)
Postretirement medical benefit obligation at end of period$10,1862,503 
Postemployment medical benefit obligation at end of period419392 
Total postretirement and postemployment medical obligations at end of period$10,6052,895 
The service cost component of our net periodic benefit cost, if any, is included in operating expenses on our consolidated statements of operations. The components of net periodic benefit cost other than the service cost component are included in other income (expense) on our consolidated statements of operations.
In accordance with the accounting standard related to postretirement benefits other than pensions, actuarial gains and losses are not recognized in income but are instead recorded in accumulated other income on our consolidated statements of financial position. If the unrecognized amount is in excess of 10 percent of the projected benefit obligation, amounts are reclassified out of accumulated other comprehensive income and included in net income as the excess is amortized over the average remaining service lives of the active plan participants. Unrecognized actuarial gains and losses have been determined per actuarial studies for the postretirement medical benefit obligation.
13

Table of Contents
The net unrecognized actuarial gains and losses related to the postretirement medical benefit obligations are included in accumulated other comprehensive income as follows (dollars in thousands):
NineSix Months Ended
SeptemberJune 30,
2021
2022
Accumulated other comprehensive lossincome at beginning of period$(841)3,580 
Amortization of prior service credit into other income(59)(1,070)
Accumulated other comprehensive lossincome at end of period$(900)2,510 
13

Table of Contents
Defined Benefit Plans
We participate in the NRECA Pension Restoration Plan and the NRECA Executive Benefit Restoration Plan, both of which are intended to provide a supplemental benefit to the defined benefit plan for an eligible group of highly compensated employees. Eligible employees include the Chief Executive Officer and any other employees that become eligible. All our executive employees currentlywith a hire date prior to May 1, 2021 participate in one of the following pension restoration plans: the NRECA Pension Restoration Plan or the NRECA Executive Benefit Restoration Plan. Eligibility is determined annually and is based on January 1 base salary that exceeds the limits of the defined benefit plan. As of April 30,Employees hired May 1, 2021 the plans ceased to add new participants hired after this date.or later are not eligible for either plan.
The NRECA Executive Benefit Restoration Plan obligations are determined annually (during the first quarter of the subsequent year) by an NRECA actuary and are included in accumulated postretirement benefit and postemploymentpost employment obligations on our consolidated statements of financial position as follows (dollars in thousands):
NineSix Months Ended
SeptemberJune 30,
2021
2022
Executive benefit restoration obligation at beginning of period$7,3799,852 
Service cost270185 
Interest cost165104 
Benefit payments(111)
Actuarial loss1,121 
Executive benefit restoration at end of period$8,93510,030 
Fair value of plan assets at beginning of period$6,9558,640 
Employer contributions1,209303 
Actual return on plan assets$95 (192)
Fair value of plan assets at end of period$8,2598,751 
Net liability recognized at end of period$6761,279 
The service cost component of our net periodic benefit cost is included in operating expenses on our consolidated statements of operations. The components of net periodic benefit cost other than the service cost component are included in other income (expense) on our consolidated statements of operations. In December 2020, we established an irrevocable trust with an independent third party to fund the NRECA Executive Benefit Restoration Plan. The trust is funded quarterly to the prior year obligation as determined by the NRECA actuary.
In accordance with the accounting standard related to defined benefit pension plans, actuarial gains and losses are not recognized in income but are instead recorded in accumulated other income on our consolidated statements of financial position. If the unrecognized amount is in excess of 10 percent of the projected benefit obligation, amounts are reclassified out of accumulated other comprehensive income and included in net income as the excess is amortized over the average remaining service lives of the active plan participants. Unrecognized actuarial gains and losses have been determined per actuarial studies for the executive benefit restoration obligation.
14

Table of Contents
The net unrecognized actuarial gains and losses related to the executive benefit restoration obligations are included in accumulated other comprehensive income as follows (dollars in thousands):
NineSix Months Ended
SeptemberJune 30,
2021
2022
Accumulated other comprehensive loss at beginning of period$(4,873)(4,932)
Amortization of prior service cost into other income698566 
Amortization of actuarial loss171 
Curtailment and settlement141 
Unrecognized actuarial loss(1,121)
Accumulated other comprehensive loss at end of period$(4,984)(4,366)

14

Table of Contents
NOTE 12 – REVENUE
Revenue from Contracts with Customers
Our revenues are derived primarily from the sale of wholesale electric powerservice to our Utility Members pursuant to long-term wholesale electric service contracts. Our contracts with our 42 Utility Members extend through 2050.
Member electric sales
Revenues from wholesale electric power sales to our Utility Members are primarily from our Class A rate schedule filed with FERC. Our Class A rate schedule for electric power sales to our Utility Members consist of 3 billing components: an energy rate and 2 demand rates. Our Class A rate schedule is variable and is approved by our Board and FERC. Energy and demand have the same pattern of transfer to our Utility Members and are both measurements of the electric power provided to our Utility Members. Therefore, the provision of electric power to our Utility Members is one performance obligation. Prior to our Utility Members’ requirement for electric power, we do not have a contractual right to consideration as we are not obligated to provide electric power until the Utility Member requires each incremental unit of electric power. We transfer control of the electric power to our Utility Members over time and our Utility Members simultaneously receive and consume the benefits of the electric power. Progress toward completion of our performance obligation is measured using the output method, meter readings are taken at the end of each month for billing purposes, energy and demand are determined after the meter readings and Utility Members are invoiced based on the meter reading. Payments from our Utility Members are received in accordance with the wholesale electric service contracts’ terms, which is less than 30 days from the invoice date. Utility Member electric sales revenue is recorded as Utility Member electric sales on our consolidated statements of operations and Accounts receivable – Utility Members on our consolidated statements of financial position.
In addition to our Utility Member electric sales, we have non-member electric sales and other operating revenue which consist of several revenue streams. The following revenue is reflected on our consolidated statements of operations as follows (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Non-member electric sales:
Long-term contracts$11,380 $9,423 $30,179 $32,817 
Short-term contracts24,496 29,183 39,226 38,227 
Recognition of deferred revenue8,575 — 49,365 — 
Other21,068 16,226 51,780 37,150 
Total non-member electric sales and other operating revenue$65,519 $54,832 $170,550 $108,194 
15

Table of Contents
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Non-member electric sales:
Long-term contracts$12,970 $10,093 $25,250 $18,799 
Short-term contracts21,244 6,095 31,908 14,730 
Rate stabilization17,462 19,957 25,345 40,790 
Other13,718 15,712 25,846 30,712 
Total non-member electric sales and other operating revenue$65,394 $51,857 $108,349 $105,031 
Non-member electric sales
Revenues from wholesale electric power sales to non-members are primarily from long-term contracts and short-term market sales.
Prior to our customers’ demand for energy, we do not have a contractual right to consideration as we are not obligated to provide energy until the customer demands each incremental unit of energy. We transfer control of the energy to our customer over time and our customer simultaneously receives and consumes the benefits of the electric power. Progress toward completion of our performance obligation is measured using the output method. Payments are received in accordance with the contract terms, which is less than 30 days after the invoice is received by the customer.
Rate Stabilization Revenue
We recognized $17.5 million and $25.3 million of deferred membership withdrawal income for the three and six months ended June 30, 2022, respectively, as directed by our Board. See Note 2 - Accounting for Rate Regulation.
Other operating revenue
Other operating revenue consists primarily of wheeling, transmission, and coal sales revenue. Other operating revenue also includes revenue we receive from 2 of our Non-Utility Members. Wheeling revenue is earned when we charge other energy companies for transmitting electricity over our transmission lines (payments are received in accordance with the contract terms
15

Table of Contents
which is within 20 days of the date the invoice is received). Transmission revenue is from Southwest Power Pool’s scheduling of transmission across our transmission assets in the Eastern Interconnection because of our membership in it (Southwest Power Pool collects the revenue from the customer and pays us for the scheduling, system control, dispatch transmission service, and the annual transmission revenue requirement). Each of these services or goods are provided over time and progress toward completion of our performance obligations are measured using the output method. Coal sales revenue results from the sale of coal from the Colowyo Mine and other locations to third parties. We have an obligation to deliver coal and progress of completion toward our performance obligation is measured using the output method. Our performance obligation is completed as coal is delivered.
NOTE 13 – INCOME TAXES
We are a taxable cooperative subject to federal and state taxation. As a taxable electric cooperative, we are allowed a tax exclusion for margins allocated as patronage capital. We utilize the liability method of accounting for income taxes, which requires that deferred tax assets and liabilities be determined based on the expected future income tax consequences of events that have been recognized in the consolidated financial statements. Effective January 1, 2020, we adopted the normalization method of recognizing deferred income taxes pursuant to FERC regulation. Under the normalization method, changes in deferred tax assets or liabilities result in deferred income tax expense (benefit) and any recorded income tax expense (benefit) therefore includes both the current income tax expense (benefit) and the deferred income tax expense (benefit).
Our subsidiaries are not subject to FERC regulation and continue to use a flow-through method for recognizing deferred income taxes whereby changes in deferred tax assets or liabilities result in the establishment of a regulatory asset or liability, as approved by our Board. A regulatory asset or liability associated with deferred income taxes generally represents the future increase or decrease in income taxes payable that will be settled or received through future rate revenues.
Under ASC 740-270, we calculate an estimate of the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Our consolidated statements of operations included an income tax expense of $0.5 million$37,000 for the ninesix months ended SeptemberJune 30, 20212022 and an income tax benefit of $0.5 million$219,000 for the comparable period in 2020.
Federal legislation has been proposed that contains provisions that may impact us. However, enactment of legislative proposals remains uncertain. We are monitoring developments.2021.
NOTE 14 – LEASES
Leasing Arrangements Asas Lessee
We determine if an arrangement is a lease upon commencement of the contract. If an arrangement is determined to be a long-term lease (greater than 12 months), we recognize a right-of-use asset and lease liability based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may also include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Right-of-use assets are included in other deferred charges, the current portion of lease liabilities is included
16

Table of Contents
in current liabilities and the long-term portion of lease liabilities is included in other deferred credits and other liabilities on our consolidated statements of financial position.
We have elected to apply the short-term lease exception for contracts that have a lease term of twelve months or less and do not include an option to purchase the underlying asset. Therefore, we do not recognize a right-of-use asset or lease liability for such contracts. We recognize short-term lease payments as expense on a straight-line basis over the lease term. Variable lease payments that do not depend on an index or rate are recognized as expense.
We have lease agreements as lessee for the right to use various facilities and operational assets. Rent expense for all short-term and long-term operating leases was $0.8$0.7 million for the three months ended SeptemberJune 30, 20212022 and $1.2$0.9 million for the comparable period in 2020.2021. Rent expense for all short-term and long-term operating leases was $2.6$1.5 million for the ninesix months ended SeptemberJune 30, 20212022 and $2.8$1.9 million for the comparable period in 2020.2021. Rent expense is included in various categories of operating expenses on our consolidated statements of operations based on the type and purpose of the lease. As of SeptemberJune 30, 2021,2022, there were no arrangements accounted for as finance leases.
16

Table of Contents
Our consolidated statements of financial position include the following lease components (dollars in thousands):
September 30,
2021
December 31,
2020
June 30,
2022
December 31,
2021
Operating leasesOperating leasesOperating leases
Operating lease right-of-use assetsOperating lease right-of-use assets$9,402 $9,223 Operating lease right-of-use assets$8,936 $9,081 
Less: Accumulated amortizationLess: Accumulated amortization(1,897)(1,238)Less: Accumulated amortization(1,939)(1,552)
Net operating lease right-of-use assetsNet operating lease right-of-use assets$7,505 $7,985 Net operating lease right-of-use assets$6,997 $7,529 
Operating lease liabilities - currentOperating lease liabilities - current$(487)$(526)Operating lease liabilities - current$(401)$(491)
Operating lease liabilities - noncurrentOperating lease liabilities - noncurrent(1,675)(1,590)Operating lease liabilities - noncurrent(1,403)(1,622)
Total operating lease liabilitiesTotal operating lease liabilities$(2,162)$(2,116)Total operating lease liabilities$(1,804)$(2,113)
Operating leasesOperating leasesOperating leases
Weighted average remaining lease term (years)Weighted average remaining lease term (years)7.67.6Weighted average remaining lease term (years)7.57.6
Weighted average discount rateWeighted average discount rate3.85 %3.84 %Weighted average discount rate3.82 %3.79 %
Future expected minimum lease commitments under operating leases are as follows (dollars in thousands):
Year 1$466290 
Year 2352385 
Year 3315278 
Year 4196482 
Year 59194 
Thereafter923596 
Total lease payments$2,3432,125 
Less imputed interest(181)(321)
Total$2,1621,804 
Leasing Arrangements Asas Lessor
We have lease agreements as lessor for certain operational assets. The revenue from these lease agreements of $2.2$1.8 million and $1.8$1.7 million for the three months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, and $5.7 million and $5.0$3.5 million for the ninesix months ended SeptemberJune 30, 20212022 and 2020 respectively,2021 are included in other operating revenue on our consolidated statements of operations.
The lease arrangement with the Springerville Partnership is not reflected in our lease right right-of-use asset or liability balances as the associated revenues and expenses are eliminated in consolidation. See Note 16- Variable Interest Entities. However, as
17

Table of Contents
the noncontrollingnon-controlling interest associated with this lease arrangement generates book-tax differences, a deferred tax asset and liability have been recorded.
NOTE 15 – FAIR VALUE
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability between market participants in the principal or in the most advantageous market when no principal market exists. The fair value measurement accounting guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability (market participants are assumed to be independent, knowledgeable, able and willing to transact an exchange and not under duress). In considering market participant assumptions in fair value measurements, a three-tier fair value hierarchy for measuring fair value was established which prioritizes the inputs used in measuring fair value as follows:
Level 1 inputs are based upon quoted prices for identical instruments traded in active (exchange-traded) markets. Valuations are obtained from readily available pricing sources for market transactions (observable market data) involving identical assets or liabilities.
17

Table of Contents
Level 2 inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques (such as option pricing models, discounted cash flow models) for which all significant assumptions are observable in the market.
Level 3 inputs consist of unobservable market data which is typically based on an entity’s own assumptions of what a market participant would use in pricing an asset or liability as there is little, if any, related market activity.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Additionally, we use fair value to determine the inception value of our asset retirement obligations. The inputs used to determine such fair value are primarily based upon costs incurred historically for similar work, as well as estimates from independent third parties for costs that would be incurred to restore leased property to the contractually stipulated condition, and would generally be classified in Level 3.
Executive Benefit Restoration Plan Trust
In December 2020, we established an irrevocable trust with an independent third party to fund the NRECA Executive Benefit Restoration Plan. The trust is funded quarterly to the prior year obligation as determined by the NRECA actuary. The trust consists of investments in equity and debt securities and are measured at fair value on a recurring basis. Changes in the fair value of investments in equity securities are recognized in earnings and changes in fair value of investments in debt securities classified as available-for-sale are recognized in other comprehensive income until realized. The estimated fair value of the investments is based upon their active market value (Level 1 inputs) and is included in other noncurrent assets on our consolidated statements of financial position. The cost and fair values of our marketable securities are as follows (dollars in thousands):
September 30, 2021December 31, 2020
CostEstimated
Fair Value
CostEstimated
Fair Value
EBR Trust investments$8,259 $8,147 $6,955 $6,955 
June 30, 2022December 31, 2021
CostEstimated
Fair Value
CostEstimated
Fair Value
Marketable securities$9,407 $8,751 $8,850 $8,640 
Marketable Securities
We hold marketable securities in connection with the directors’ and executives’ elective deferred compensation plans which consist of investments in stock funds, bond funds and money market funds. These securities are measured at fair value on a recurring basis with changes in fair value recognized in earnings. The estimated fair value of the investments is based upon their active market value (Level 1 inputs) and is included in other noncurrent assets on our consolidated statements of financial position. The cost and fair values of our marketable securities are as follows (dollars in thousands):
September 30, 2021December 31, 2020
CostEstimated
Fair Value
CostEstimated
Fair Value
Marketable securities$520 $561 $491 $478 
18

Table of Contents
June 30, 2022December 31, 2021
CostEstimated
Fair Value
CostEstimated
Fair Value
Marketable securities$550 $481 $597 $598 
Cash Equivalents
We invest portions of our cash and cash equivalents in commercial paper, money market funds, and other highly liquid investments. The fair value of these investments approximates our cost basis in the investments. In aggregate, the fair value was $71.8$67.7 million as of SeptemberJune 30, 20212022 and $94.6$95.3 million as of December 31, 2020.2021.
Debt
The fair values of long-term debt were estimated using discounted cash flow analyses based on our current incremental borrowing rates for similar types of borrowing arrangements. These valuation assumptions utilize observable inputs based on market data obtained from independent sources and are therefore considered Level 2 inputs (quoted prices for similar assets,
18

Table of Contents
liabilities (adjusted) and market corroborated inputs). The principal amounts and fair values of our debt are as follows (dollars in thousands):
September 30, 2021December 31, 2020
Principal
Amount
Estimated
Fair Value
Principal
Amount
Estimated
Fair Value
Total long-term debt$3,221,577 $3,809,555 $3,308,715 $3,908,497 
June 30, 2022December 31, 2021
Principal
Amount
Estimated
Fair Value
Principal
Amount
Estimated
Fair Value
Total long-term debt$3,117,011 $3,017,268 $3,214,427 $3,759,991 
NOTE 16 – VARIABLE INTEREST ENTITIES
The following is a description of our financial interests in variable interest entities that we consider significant. This includes an entity for which we are determined to be the primary beneficiary and therefore consolidate and also entities for which we are not the primary beneficiary and therefore do not consolidate.
Consolidated Variable Interest Entity
Springerville Partnership: We own a 51 percent equity interest, including the 1 percent general partner equity interest, in the Springerville Partnership, which is the 100 percent owner of Springerville Unit 3 Holding LLC (“Owner Lessor”). The Owner Lessor is the owner of the Springerville Unit 3. We, as general partner of the Springerville Partnership, have the full, exclusive and complete right, power and discretion to operate, manage and control the affairs of the Springerville Partnership and take certain actions necessary to maintain the Springerville Partnership in good standing without the consent of the limited partners. Additionally, the Owner Lessor has historically not demonstrated an ability to finance its activities without additional financial support. The financial support is provided by our remittance of lease payments in order to permit the Owner Lessor, the holder of the Springerville Unit 3 assets, to pay the debt obligations and equity returns of the Springerville Partnership. We have the primary risk (expense) exposure in operating the Springerville Unit 3 assets and are responsible for 100 percent of the operation, maintenance and capital expenditures of Springerville Unit 3 and the decisions related to those expenditures including budgeting, financing and dispatch of power. Based on all these facts, it was determined that we are the primary beneficiary of the Owner Lessor. Therefore, the Springerville Partnership and Owner Lessor have been consolidated by us.
Assets and liabilities of the Springerville Partnership that are included in our consolidated statements of financial position are as follows (dollars in thousands):
September 30,
2021
December 31,
2020
Net electric plant$744,670 $758,273 
Noncontrolling interest117,334 114,852 
Long-term debt300,507 342,355 
Accrued interest3,488 9,942 
19

Table of Contents
June 30,
2022
December 31,
2021
Net electric plant$731,066 $740,135 
Noncontrolling interest122,896 119,100 
Long-term debt255,354 300,220 
Accrued interest7,400 8,721 
Our consolidated statements of operations include the following Springerville Partnership expenses for the three and ninesix months ended SeptemberJune 30, 20212022 and 20202021 (dollars in thousands):
Three Months EndedNine Months EndedThree Months EndedSix Months Ended
September 30,September 30,June 30,June 30,
20212020202120202022202120222021
Depreciation, amortization and depletionDepreciation, amortization and depletion$4,534 $4,535 $13,603 $13,603 Depreciation, amortization and depletion$4,535 $4,535 $9,069 $9,069 
InterestInterest4,951 5,646 15,092 17,157 Interest3,958 4,956 8,662 10,141 
The revenue associated with the Springerville Partnership lease has been eliminated in consolidation. Income, losses and cash flows of the Springerville Partnership are allocated to the general and limited partners based on their equity ownership percentages. The net income or loss attributable to the 49 percent noncontrollingnon-controlling equity interest in the Springerville Partnership is reflected on our consolidated statements of operations.
NOTE 17 – LEGAL
Other than as disclosed below, we do not expect any litigation or proceeding pending or threatened against us to have a potential material effect on our financial condition, results of operations or cash flows.
19

Table of Contents
FERC Tariff and Declaratory Order: Because of increased pressure by states to regulate our rates and charges with impact in other states setting up untenable conflict, we sought consistent federal jurisdiction by FERC. This was accomplished with the addition of non-cooperative members in 2019, specifically MIECO, Inc. as a Non-Utility Member on September 3, 2019. On the same date, we became FERC jurisdictional for our Utility Member rates, transmission service, and our market based rates. We filed our tariff for wholesale electric service and transmission at FERC in December 2019. In addition, on December 23, 2019, we filed our Petition for Declaratory Order ("Jurisdictional PDO") with FERC, EL20-16-000, asking FERC to confirm our jurisdiction under the Federal Power Act ("FPA") and that FERC’s jurisdiction preempts the jurisdiction of the Colorado Public Utilities Commission ("COPUC") to address any rate related issues, including the complaints filed by United Power, Inc. ("United Power") and La Plata Electric Association ("LPEA") with the COPUC.
On March 20, 2020, FERC issued orders regarding our Jurisdictional PDO and our tariff filings. FERC’s orders generally accepted our tariff filings and recognized that we became FERC jurisdictional on September 3, 2019, but did not make the tariffs retroactive to September 3, 2019. However, FERC specifically provided that no refunds are due on our Utility Member rates and our transmission service rates prior to March 26, 2020. FERC also did not determine that our Utility Member rates and transmission service rates were just and reasonable and ordered FPA section 206 proceedings to determine the justness and reasonableness of our rates and wholesale electric service contracts. The tariff rates were referred to administrative law judges to encourageOn August 2, 2021, FERC approved our settlement of material issues and to hold hearings if settlements were not reached. Any refunds to the applicable tariff rates would only apply for sales after March 26, 2020. On April 30, 2021, we filed a proposed settlement agreement with FERC related to our Utility Member stated rate, for approval, as further discussed below. On October 22, 2021, we filed a proposedMarch 7, 2022, FERC approved our settlement agreement with FERC related to our transmission service rates for approval, as further discussed below. FERC’s
On August 28, 2020, FERC issued an order (“August 28 Order”) on rehearing related to our Jurisdictional PDO which modified its March 20, 2020 order regardingdecision on our JurisdictionalJurisdictional PDO deniedby finding exclusive jurisdiction over our requested declaration regardingcontract termination payments related to our Utility Members and preempting the preemptionjurisdiction of the United Power and LPEA proceeding at the COPUC stating the proceeding was not currently preempted.
as of September 3, 2019. On July 17,December 16, 2020, United Power filed a petition for review with the United States Court of Appeals for the District of Columbia Circuit ("D.C. Circuit Court of Appeals") related to FERC’s March 20, 2020 order related to our Utility Member rates and such matter is being held in abeyance pending resolution of the Jurisdictional PDO appeal discussed below.
On August 28 2020, FERC issued an order (“August 28 Order”) on rehearing related to our Jurisdictional PDO which modified itsOrder, 20-1256. On March 20, 2020 decision by finding exclusive jurisdiction over our contract termination payments and preempting30, 2022, oral arguments occurred before the jurisdiction of the COPUC as of September 3, 2019. On December 16, 2020, United Power filed a petition for review with the D.C. Circuit Court of Appeals related to FERC’s August 28 Order. Appeals regarding the Jurisdictional PDO.
Petitions for review related to both the Jurisdictional PDO andour tariff filings, including our Utility Member rates, have been filed with the D.C. Circuit Court of Appeals by other parties.
On September 29, 2021,June 22, 2022, an order was issued by the court to hold all the cases before the D.C. Circuit Court of Appeals in abeyance other than related to the Jurisdictional PDO, directing the parties to file motions to govern future proceedings by DecemberSeptember 20, 2021. FERC, United Power, and the other parties reached agreement on the procedures and schedule for the Jurisdictional PDO. 2022.
On June 7, 2021, United Power filed its brief with the D.C. Circuit Court of Appeals regarding the
20

Table of Contents
Jurisdictional PDO. On September 27,August 2, 2021, FERC filed its brief with the D.C. Circuit Court of Appeals regarding the Jurisdictional PDO.
On April 30, 2021, we filed a proposedapproved our settlement agreement for approval with FERC related to our Utility Member stated rate, including our wholesale electric service contracts and certain of our Board policies filed with FERC. With the exception of four reserved issues contingent on United Power being a settling party, the settlement resolvesresolved all issues set for hearing and settlement procedures related to our Utility Member rates. The settlement provides for us to implement a two-stage, graduated reduction in the charges making up our Class A rate schedule of 2 percent starting from March 1, 2021 until the first anniversary and 4 percent reduction (additional 2 percent reduction from then current rates) thereafter until the date a new Class A wholesale rate schedule is approved by FERC and goes into effect. The settlement rates will remain in effect at least through May 31, 2023 and during such time period, we and the settlement parties have agreed, with limited exceptions, to a moratorium on any filings related to our Class A rate schedule, including any rate increases to our Class A rate schedule. We have also agreed to file a new Class A rate schedule after May 31, 2023 and prior to September 1, 2023. During the moratorium, we will establishhave established a rate design committee to oversee the development of the new rate. Three of the reserved issues are related to the transmission component of our rates and the fourth relates to our community solar program. Additionally, with the exception of one reserved issue regarding transmission demand charges applicable to certain electric storage resources, each of the reserved issues will have prospective effect only, with the intent that any FERC rulings would be implemented in future rate filings. On June 30, 2021, the Chief Judge terminated the settlement judge procedures for our member rates docket. On August 2, 2021, FERC approved this settlement agreement. On September 1, 2021, we filed a motion with FERC to set a procedure schedule for
A hearing on the four reserved issues. On November 2, 2021, FERC issued an order rejecting the procedural schedule and returning the reserved issues to settlement and/or hearing proceduresoccurred in March 2022 before an administrative law judge.
judge at FERC and an initial decision was issued by an administrative law judge on May 26, 2022. On October 22, 2021,the three reserved issues that will have a prospective effect only, the initial decision provides that we filed a proposed settlement agreement for approval with FERC relatedmust also unbundle in our bills to our Utility Members our transmission service rates,costs, including ancillary services and other costs, and, in our open access transmission tariff and annual transmission revenue requirements. The proposed settlement resolves all issues set for hearing and settlement procedures relatedfuture rate filings, we must directly assign to our Utility Members the costs of radial facilities that do not meet FERC's standards for being included in our rolled-in transmission service rates. The proposed settlement agreement providesdemand rate. In addition, the initial decision provided that our Board policy for usour community solar program was unduly discriminatory because it advantaged small Utility Members to refund amounts collected more than the amountsdisadvantage of larger Utility Members. With regard to the reserved issue regarding transmission demand charges applicable to certain electric storage resources, the initial decision agreed to in the proposed settlement agreement beginning March 26, 2020 upon FERC’s approvalwith our Board policy of the settlement agreement. We also filed a motion with FERC’s Chief Judge seeking authorization to implement our reduced transmission service rates and annual transmission revenue requirementsbilling Utility Members for the 2021 rate year beginningtransmission demand costs that includes all of a Utility Member's transmission demand, including such Utility Member's electric storage resource. On June 26, 2022, we, United Power, and certain other Utility Members filed exceptions to the initial decision. Because exceptions were taken to the initial decision, the initial decision and exceptions are now before the commissioners of FERC for a decision on October 1, 2021 pending FERC’s approvalthe four reserved issues.
20

Table of the proposed settlement agreement. In connection with the proposed settlement, our other revenue and results of operations does not include our estimate of revenue that is expected to be refunded. Such amount is being held in reserve.Contents
It is not possible to predict if FERC will require us to refund amounts to our customers for sales after March 26, 2020 on outstanding issues, if FERC will approve our proposed settlement agreement filed on October 22, 2021 related to our transmission service rates and tariff, or the outcome of the four reserved issues related to our member rates docket. In addition, we cannot predict the outcome of the 206 proceedings or any petitions for review filed with the D.C. Circuit Court of Appeals.
LPEA and United Power COPUC Complaints: Pursuant to our Bylaws, a Utility Member may only withdraw from membership in us upon compliance with such equitable terms and conditions as our Board may prescribe provided, however, that no Utility Member shall be permitted to withdraw until it has met all its contractual obligations to us, including all obligations under its wholesale electric service contract with us. On November 5, 2019, LPEA filed a formal complaint with the COPUC alleging that we hindered LPEA’s ability to seek withdrawal from us. On November 6, 2019, United Power filed a formal complaint with the COPUC, alleging that we hindered United Power’s ability to explore its power supply options by either withdrawing from us or continuing as a Utility Member under a partial requirements contract. On November 20, 2019, the COPUC consolidated the two proceedings into one, 19F-0621E.
A hearing was held on May 18-20, 2020. On July 10, 2020, the administrative law judge issued a recommended decision, but the COPUC on its own motion stayed the recommended decision. On September 18, 2020, LPEA and United Power filed a Joint Motion to Lodge FERC’s August 28 Order, and assertingasserted additional corporate law arguments related to the legality of our addition of Non-Utility Members. On October 22, 2020, the COPUC determined that COPUC’s jurisdiction over United Power and LPEA’s complaints was preempted by FERC, the COPUC does not have jurisdiction over corporate law matters, and dismissed both complaints without prejudice. On January 27, 2021, United Power filed a Writ for Certiorari or Judicial Review, an appeal, in the Denver County District Court, 2021CV30325, of the COPUC's decision to dismiss United Power's complaint. On February 17, 2021, the Denver County District Court granted our unopposed motion to intervene as a defendant in United Power’s appeal of the COPUC’s dismissal. United Power, the COPUC, and us have all filed respective briefs with the court. The court heard oral arguments on September 17, 2021. It is not possible to predict the outcome inof this matter.
United Power's Adams District Court Complaint: On May 4, 2020, United Power filed a Complaint for Declaratory Judgement and Damages in the Adams County District Court, 2020CV30649, against us and our three Non-Utility Members. On July 2, 2021, the court granted United Power's motion to amend its May 2020 complaint, including to add LPEA as an additional plaintiff, to amend its claims as to our three Non-Utility Members, alleging,and to add a claim that our addition of the Non-Utility Members violated Colorado law. On July 30, 2021, we filed a partial motion to dismiss a majority of United Power's and LPEA's claims. On July 30, 2021, the three Non-Utility Members filed a joint motion to dismiss all claims by United Power and LPEA against the Non-Utility Members.
21

TableOn March 23, 2022, the court issued an order regarding our and the Non-Utility Members’ motions to dismiss. The court dismissed some of Contents
among other things,the claims against us and the Non-Utility Members, including the civil conspiracy claim. After the dismissal, the remaining claims include seeking declaratory orders that the addition of the Non-Utility Members violated Colorado law, the April 2019 Bylaws amendment that allows our Board to establish one or more classes of membership in addition to the then existing all-requirements class of membership is void, and the April 2020 Board approvals related to a “Make-Whole”the methodology forto calculate a contract termination payment and buy-down payment formula do not apply to United Power and are also void, and that we have breached the wholesale electric service contract with United Power.
On April 6, 2022, we and each Non-Utility Member filed their respective answers to the first amended complaint denying that United Power and that we and our three Non-Utility Members conspiredLPEA are entitled to deprive the COPUC of jurisdiction over the contract termination payment of our Colorado Utility Members. On June 20, 2020, we filed our answer denying United Power’s allegations and request forany relief and askedrequesting the court to dismiss United Power’s claims.enter judgment of dismissal. We also asserted counterclaims against United Power and are seekingLPEA, and relief from United Power’s and LPEA’s breach of our Bylaws and declaratory judgement that the April 2019 Bylaws amendment and the April 2020 Board approvals related to a “Make-Whole”the methodology forto calculate a contract termination payment and buy-down payment formula are valid. On June 20, 2020, the three Non-Utility Members filed a joint motion to dismiss. On December 10, 2020, the Non-Utility Members motion to dismiss was granted. On December 23, 2020, United Power sought to amend its May 2020 compliant to add LPEA as an additional plaintiff and to add a claim that that our addition of the Non-Utility Members violated Colorado law. On July 2, 2021, the court granted United Power's motion to amend its May 2020 complaint, including to add LPEA as an additional plaintiff and to amend its claims as to our three Non-Utility Members. On July 30, 2021, we filed a partial motion to dismiss a majority of United Power's and LPEA's claims, including claims related to the April 2019 Bylaws amendment, the April 2020 Board approvals, and that we conspired with our Non-Utility Members. On July 30, 2021, the three Non-Utility Members filed a joint motion to dismiss all claims by27, 2022, United Power and LPEA filed a reply to our counterclaims asserting that we are not entitled to any relief on our counterclaims. A jury trial is scheduled for June 2023. In the initial disclosures from United Power, United Power asserts that its damages in 2020 and 2021 exceed $87 million and United Power anticipates damages of $41 million in 2022 and $43 million each year thereafter that it remains a Utility Member of us.
On June 7, 2022, LPEA filed a stipulation by all parties to the case that all claims brought by LPEA against us and our three Non-Utility Members, along with counterclaims brought by us against LPEA, are to be dismissed. In addition, the Non-Utility Members.stipulation provided for LPEA to be removed from the case. On June 8, 2022, the court issued an order dismissing LPEA from the case. It is not possible to predict the outcome of this matter or whether we will incur any liability in connection with this matter.
TAPP Complaint: On September 24, 2021, TransAmerican Power Products, Inc. (“TAPP”) filed a complaint in Adams County District Court, 2021CV31089, against us alleging breach of contract and breach of implied covenant of good faith and fair dealing related to an invoice for TAPP’s supply of materials for a transmission project. TAPP seeks damages of approximately $3 million. We dispute thatOn November 9, 2021, we filed an answer and counterclaims against TAPP disputing any amount is owed TAPP.to TAPP
21

Table of Contents
and seeking damages for TAPP's breach of contract. A jury trial is scheduled for April 2023. It is not possible to predict the outcome of this matter or whether we will incur any liability in connection with this matter.
Basin Complaint: On December 17, 2021, Basin filed a complaint with the United States District Court District of North Dakota Eastern Division, 3:21-cv-00220-PDW-ARS, against us alleging that the filing of our modified contract termination payment tariff filed with FERC on September 1, 2021 constitutes a breach of our wholesale power contract with Basin for the Eastern Interconnection. On February 28, 2022, Basin filed a first amended compliant adding a new claim for anticipatory breach of contract. Basin seeks, among other things, for the court to require us to amend our modified contract termination payment tariff to exclude our Eastern Interconnection Utility Members. On March 29, 2022, we filed a motion to dismiss Basin’s first amended complaint. It is not possible to predict the outcome of this matter or whether we will incur any liability in connection with this matter.
Energy Sales - Soft-Cap: In August 2020, we made certain energy sales to third parties in excess of the soft-cap price for short-term, spot market sales of $1,000 per megawatt hour established by the Western Electricity Coordinating Council. On October 7, 2020, we filed a report with FERC justifying the sales above the soft-cap and we did not recognize the revenue for the energy sales in excess of the soft-cap, EL21-65-000. Based upon additional guidance from FERC, we filed a supplemental report on July 19, 2021. On May 20, 2022, FERC issued an order directing us to refund only certain amounts of the energy sales revenue in excess of the soft-cap. Based upon the FERC order, in the second quarter of 2022, we recognized approximately $2.9 million in excess of the soft-cap and refunded $383,760 to a third party. On July 22, 2022, the California Public Utilities Commission filed a petition for review with the DC Circuit Court of Appeals of FERC’s May 20, 2022 order. It is not possible to predict the outcome of this matter or whether we will be required to refund any additional amounts to third parties.
22

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are a taxable wholesale electric power generation and transmission cooperative operating on a not-for-profit basis. We were formed by our Utility Members for the purpose of providing wholesale power and transmission services to our Utility Members (which are distribution electric cooperatives and public power districts) for their resale of the power to their retail consumers. Our Utility Members serve large portions of Colorado, Nebraska, New Mexico and Wyoming. We also sell a portion of our generated electric power to other utilities in our regions pursuant to long-term contracts and short-term sale arrangements. Our Utility Members provide retail electric service to suburban and rural residences, farms and ranches, cities, towns and communities, as well as large and small businesses and industries.
We are owned entirely by our forty-five members.Members. We have three classes of membership: Class A - utility full requirements members, Class B - utility partial requirements members, and non-utility members. For our forty-two Class A members, we provide electric power pursuant to long-term wholesale electric service contracts. We currently have no Class B members, and therefore all our Utility Members are currently Class A members. We have three Non-Utility Members. Thirty-eight of our Utility Members are not-for-profit, electric distribution cooperative associations. Four Utility Members are public power districts, which are political subdivisions of the State of Nebraska. We became regulated as a public utility under Part II of the FPA on September 3, 2019 when we admitted a Non-Utility Member, MIECO, Inc. (a non-governmental/non-electric cooperative entity), as a new Member/owner.
We supply and transmit our Utility Members’ electric power requirements through a portfolio of resources, including generation and transmission facilities, long term purchase contracts and short term energy purchases. We own, lease, have undivided percentage interests in, or long-term purchase contracts with respect to various generating facilities. Our diverse generation portfolio provides us with maximum available power of 4,1974,440 MWs, of which approximately 1,1661,366 MWs comes from renewables. In 2020, weWe estimate that nearlyin 2021 over a third of the energy delivered by us and our Utility Members to our Utility Members’ customersused came from non-carbon emitting resources.clean sources.
We sold 13.28.6 million MWhs for the ninesix months ended SeptemberJune 30, 2021,2022, of which 91.190.0 percent was to Utility Members. Total revenue from electric sales was $1.016 billion$626.0 million for the ninesix months ended SeptemberJune 30, 20212022 of which 88.390.9 percent was from Utility Member sales. Our results for the ninesix months ended SeptemberJune 30, 20212022 were primarily impacted by seasonal weather changeshigher temperatures and drought conditions, which resulted in increased energy demand, and rate stabilization measures.
Utility Member electric sales decreased $28.9increased $21.6 million, or 3.13.9 percent, primarily due to reduced membershiphigher sales volume as loads return to pre-pandemic levels and a rate reductiondrought conditions in our Utility Member stated rate.the West created greater demand for irrigation and higher temperatures resulted in increased cooling needs.
Non-member electric sales increased $47.7$23.6 million, or 67.270.5 percent, primarily due to rate stabilization measures. In order to better align with our financial goals, we have begun to recognize deferred revenue on a quarterly basis when it is reasonably estimable that recognition is required to meet our financial goalshigher long-term and short-term market sales during 2021.the six month period ended June 30, 2022.
Purchased power expense increased $25.3$19.5 million, or 9.711.2 percent, primarily due to decreasedcoal transportation constraints at a certain generating facility that resulted in reduced generation from ourthat facility and outages at certain generating resources becausefacilities both of maintenance activitieswhich resulted in higher short-term purchases of power during 2022.
Fuel expense increased $24.3 million, or 22.8 percent, primarily due to higher natural gas prices resulting from increased demand and favorableconstraints on supply resulting from market conditions, along with higher transportation costs for purchasing power.coal.
Depreciation, amortization and depletion expense increased $7.1decreased $12.5 million, or 5.212.6 percent, primarily due to revisions to asset retirement obligations related to the South Taylor pit at the Colowyo Mine during the prior year.
Other operating expenses increased $35.7 million primarily due to the recording of an additional environmental obligation of $44.9 million related to revised cost estimates at New Horizon Mine.
Recent Developments
At our August 2021 annual meeting of our Members, our Members approved amendments to our Bylaws to limit the number of Non-Utility Members to no greater than ten. We currently have three Non-Utility Members.
Following our August 2021 annual meeting of our Members, our Board elected the officers of our Board. Tim Rabon, who represents Otero County Electric Cooperative, Inc., was elected Chairman and President of our Board. Tim Rabon was previously the Vice-Chairman of our Board. Rick Gordon, who served as chair since 2010, did not seek reelection, but will remain on our Board.
In August 2021, the entities, including Thermo Cogeneration Partnership, LP, that own J.M. Shafer Generation Station were merged into Tri-State. J.M. Shafer Generation Station is our 272 MW, natural gas fired, combined-cycle generating facility located near Fort Lupton, Colorado.
23

Table of Contents
Our Bylaws and Wholesale Electric Service Contracts
Our Bylaws require each Utility Member, unless otherwise specified in a written agreement or the terms of the Bylaws, to purchase from us electric power and energy as provided in the Utility Member's contract with us. This contract is the wholesale electric service contract with each Utility Member, which is an all-requirements contract. Each wholesale electric service contract obligates us to sell and deliver to the Utility Member, and obligates the Utility Member to purchase and receive, at least 95 percent of its electric power requirements from us. Our wholesale electric service contracts with our 42 Utility Members extend through 2050. Each Utility Member may elect to provide up to 5 percent of its electric power requirements from distributed or renewable generation owned or controlled by the Utility Member. As of SeptemberJune 30, 2021, 202022, 21 Utility Members have enrolled in this 5 percent self-supply provisionprogram with capacity totaling approximately 145 MWs of which 126129 MWs are in operation.
23

Table of Contents
Pursuant to our wholesale electric service contracts with our Utility Members, we convened a contract committee in 2019 and 2020, consisting of a representative from each Utility Member, to review the wholesale electric service contracts and to discuss alternative contracts for our Utility Members, including partial requirements contracts. Upon recommendations from the contract committee, our Board approved a community solar program, a partial requirements structure, including a buy-down payment methodology, and a “Make-Whole” methodology forto calculate a contract termination payment. Each of these items recommended byFor further information see “Item 1 – BUSINESS – MEMBERS” in our annual report on Form 10-K for the contract committee representing our Utility Members were filed with FERC for approval in 2020. FERC accepted each of these items, subject to refund, and referred them to FERC's hearing and settlement judge procedures. year ended December 31, 2021.
Under the new partial requirements membership construct, Utility Members can request to self-supply up to approximately 50 percent of their load requirements, subject to availability in the open season, in addition to the current 5 percent self-supply provision under the wholesale electric service contract and the community solar program. During our firstinitial "open season" partial requirements nomination period that was completed in May 2021, three Utility Members submitted nominations forwere allocated an aggregate of 203 MWs of self-supply out of an available pool of 300 MWs. For further information see “Item 1 – BUSINESS – MEMBERS – Contract Committee”In January 2022, our Board approved an extension of the initial open season to offer the remaining 97 MWs of the 300 MWs of self-supply to the Utility Members who did not participate in 2021. During our annualextension of the initial "open season" partial requirements nomination period that was completed in May 2022, three additional Utility Members were allocated an aggregate of 97 MWs of self-supply. A total of six Utility Members have been allocated an aggregate of 300 MWs of self-supply. No Utility Member has executed a partial requirements contract to become a Class B member.
The Utility Members that choose the partial requirements option will be obligated to make a buy-down payment to us. Our Board-approved buy-down payment methodology for a Class A member to become a Class B member was accepted by FERC in 2020, subject to refund. FERC referred it to FERC’s hearing and settlement judge procedures. On April 28, 2022, we filed a proposed settlement agreement for approval with FERC related to our buy-down payment methodology. The proposed settlement agreement resolves all issue set for hearing and settlement procedures related to our buy-down payment methodology. Virtually all of the parties to the proceeding either support or do not oppose the resolution of the proceeding related to the buy-down payment methodology. Only United Power filed comments opposing the proposed settlement agreement. The three Utility Members allocated self-supply during the initial "open season" are parties to the settlement. The settlement agreement resolves the level of the buy-down payment that a partial requirements Utility Member would pay us, and certain of the commercial terms and operational considerations applicable to the Utility Members that intend to become Class B partial requirements members. Class B members will continue to pay our Class A rate for load served by us and continue to purchase full-requirements transmission service from us. On July 12, 2022, the FERC settlement judge filed a report on Form 10-Kof contested settlement and stated the settlement is now before the commissioners at FERC for the year ended December 31, 2020.consideration.
Pursuant to our Bylaws, a Utility Member may only withdraw from membership in us upon compliance with such equitable terms and conditions as our Board may prescribe provided, however, that no Utility Member shall be permitted to withdraw until it has met all its contractual obligations to us, including all obligations under its wholesale electric service contract with us. In April 2020, our Board approved a “Make-Whole” methodology for a contract termination payment designed to leave remaining Utility Members in the same economic position after a Utility Member terminates its wholesale electric service contract as the remaining Utility Members would have been had the Utility Member not terminated. In April 2020,In September 2021, we filed with FERC our Board approved contract termination payment methodology. In June 2020, FERC accepted our contract termination payment methodology and referred it to FERC’s hearing and settlement judge procedures. In late 2020, certain Utility Members formally requested a contract termination payment amount for planning purposes. In January 2021, we notified each of these Utility Members that the contract termination payment calculation is time-intensive. In late February 2021, seven of our Utility Members filed a complaint with FERC seeking the contract termination payment amount on an expedited basis. In March 2021, we filed a motion to dismiss and answer.
In June 2021, FERC issued a show cause order to us regarding our contract termination payment calculation and specifically regarding procedures for our Utility Members to obtain such calculations prior to making their termination decision. In July 2021, we filed our response to the show cause order and described a plan to file a simpler and more transparent modified contract termination methodology approved by our Board. On September 2, 2021, we filed both a response to the show cause order and a modified contract termination payment methodology.methodology tariff. The modified contract termination payment methodology eliminates our Board discretion over a Utility Member's withdrawal and provides a clear procedure and direct path to obtain a calculation without any delay or fees. The modified methodology continuesis designed to protect the financial interests of our remaining Utility Members if a Utility Member elects to withdraw.withdraw from membership in us. Our September 2, 2021 tariff filing also includedincludes requirements for a two-year notice and the payment of a contract termination payment amount for each of our Utility Members under the modified methodology assuming a January 1, 2024 withdraw date. A number of our Utility Members and other parties have intervened in both the show cause order and our filing of a modified contract termination payment methodology. A majority of our Utility Members voted in favor of our modified methodology and seven of such Utility Members filed comments with FERC in support of our filing. Four of our Utility Members filed a protest. Onto us. In October 29, 2021, FERC accepted our modified contract termination payment methodology, effective November 1, 2021, subject to refund. FERC set the matter for hearing and instituted a concurrent FPA section 206 proceeding to determine the justness and reasonableness of our modified methodology. FERC did not consolidateA hearing on our modified contract termination payment methodology occurred in May 2022 before an administrative law judge at FERC with FERC's Julyan initial decision expected to be issued by the administrative law judge by September 29, 2022. For further information see “Item 1 – BUSINESS – MEMBERS  - Relationship with Members” in our annual report on Form 10-K for the year ended December 31, 2021.
Three of our Utility Members, in December 2021, show cause order norprovided us conditional notices of their intent to withdraw from membership in us, including United Power and Northwest Rural Public Power District, with a January 1, 2024 withdrawal effective date. We filed certain answers to these conditional notices with FERC explaining that conditional notices are defective under the on-going consolidated hearing and settlement procedures for our buy-down payment methodology and our original contract termination payment methodology filed in 2020. No Utility Member has requested to terminate its wholesale electric servicetariff and therefore a nullity. On April 21, 2022, FERC issued an order agreeing with our position that conditional notices are not permitted under our contract withtermination payment tariff and the conditional notices are invalid.
On April 29, 2022, both United Power and Northwest Rural Public Power District provided us ornotices to withdraw from membership.
24

Table of Contents
membership in us, with a May 1, 2024 withdrawal effective date.
In May 2020, United Power filed a complaint for declaratory judgement and damages against us alleging, among other things, that the April 2019 Bylaws amendment that allows our Board to establish one or more classes of membership in addition to the then existing all-requirements class of membership is void and that we have breached theour wholesale electric service contract with United Power. In December 2020, United Power sought to amend its May 2020 compliant to add LPEA as an additional plaintiff. In July 2021, the court granted United Power's motion to amend its May 2020 complaint.compliant to add LPEA as an additional plaintiff and to add a claim that our addition of the Non-Utility Members violated Colorado law. In March 2022, the
24

Table of Contents
court dismissed some of the claims against us in response to our July 2021 partial motion for summary judgement. In April 2022, we filed a partial motionour answer to dismiss the amended May 2020 complaint.remaining claims. In June 2022, LPEA withdrew from the case. See Note 17 to the Unaudited Consolidated Financial Statements in Item 1 for further information.
Responsible Energy Plan and Colorado Electric Resource Plan
Responsible Energy Plan
In July 2019, our Board established that we would pursue a transition to a cleaner energy portfolio by developing a Responsible Energy Plan. In January 2020, we announcedreleased our Responsible Energy Plan. With our Responsible Energy Plan, which will advance ourwe are implementing a clean energy transition.transition while being responsible to our employees, Members, communities, and environment. The plan was developed with input from our Board, our Utility Members and external stakeholders. Our plan is dynamic and will change as Utility Members' needs change, new technologies become available and market conditions evolve. Over the past two years, we and our Utility Members have made great strides implementing the plan, which has allowed us to set new goals beyond those identified in January 2020. Some of the highlights of the Responsible Energy Plan include:
Eliminating all emissions from our coal-fired generating facilities in Colorado and New Mexico by 2030.
By 2024, 50 percent of the electricity our Utility Members use is expected to come from clean energy.
More local renewables for Utility Members through contract flexibility.
Promoting participation in a regional transmission organization.
Expanding electric vehicle infrastructure and beneficial electrification.
As part of our Responsible Energy Plan, in January 2020, we announced the early retirements of Craig Station by 2030 and Escalante Station by the end of 2020. In connection with such early retirements, our Board continues to evaluate the creation of additional regulatory assets and use of regulatory liabilities to achieve the goal to lower wholesale rates to our Utility Members. A creation of regulatory assets to defer expenses associated with these early retirements or the utilization of regulatory liabilities would require FERC approval.
For further information regarding our Responsible Energy Plan, see “ItemItem 1 – BUSINESS — MEMBERS – Responsible Energy Plan”Plan in our annual report on Form 10-K for the year ended December 31, 2020.2021.
COVID-19 ImpactsColorado Electric Resource Plan
We continueIn December 2020, we filed our first Phase I Electric Resource Plan under the COPUC rules related to experience decreasedelectric resource plans, which contained our Preferred Plan. In September 2021, we submitted to the COPUC our Revised Preferred Plan in connection with Phase I of our 2020 Electric Resource Plan that modeled the addition of 2,050 MWs of additional renewable resources and more than 200 MWs of electric storage during the resource acquisition period of 2021 to 2030. In January 2022, we reached a comprehensive settlement agreement that was filed with the COPUC for approval. On March 28, 2022, the administrative law judge for the COPUC recommended approval of the settlement agreement and the approval became effective on April 18, 2022. The settlement agreement sets emissions reduction targets for our wholesale electricity sales in Colorado as follows: at least 26 percent in 2025, 36 percent in 2026, 46 percent in 2027, and 80 percent in 2030, with respect to the verified 2005 baseline. For further information, see “Item 1 – BUSINESS — POWER SUPPLY RESOURCES – Resource Planning” in our Utility Membersannual report on Form 10-K for the year ended December 31, 2021.
With the settlement agreement approved, we began Phase II of our 2020 Electric Resource Plan and Utility Member revenue dueissued in May 2022 a request for proposal of capacity and energy bids, with a focus on projects that support emissions reductions. These projects would be scheduled to disruptions of operations fromcome online in 2025 and 2026. The bidding process is expected to close in September 2022, and we expect to file in early 2023 our Utility Members' commercial customersimplementation report with the COPUC.
On April 1, 2022, we made a filing with the COPUC that would, if approved, result in the businessretirement of mineral extraction, natural gas, CO2, oil production,our 85 MW natural-gas, combined-cycle Rifle Generating Station on or transportationabout October 6, 2022. On July 22, 2022, we filed a unanimous comprehensive settlement agreement with all intervenors in the process supporting the retirement of these.Rifle Generating Station on or about October 6, 2022. Our Rifle Generating Station runs infrequently. The extent to whichRifle Generating Station came online in 1987 and we purchased the COVID-19 pandemic may continue to impact our results of operations, including the long-term nature of the impacts, depends on numerous evolving factors, which are highly uncertain and difficult to predict, including the adoption rate of the COVID-19 vaccines, the impact of the delta variant, the scope and the timing to further contain the virus or treat its impact, and to what extent normal economic and operating conditions resume, among others.facility in 2002.
Critical Accounting Policies
The preparation of our financial statements in conformity with GAAP requires that our management make estimates and assumptions that affect the amounts reported in our consolidated financial statements. We base these estimates and assumptions on information available as of the date of the financial statements and they are not necessarily indicative of the results to be expected for the year. As of SeptemberJune 30, 2021,2022, there were no material changes in our critical accounting policies as disclosed in our annual report on Form 10-K for the year ended December 31, 2020.2021.
25

Table of Contents
Factors Affecting Results
Master Indenture
As of SeptemberJune 30, 2021,2022, we had approximately $2.9 billion of secured indebtedness outstanding under our Master Indenture. Substantially all of our tangible assets and certain of our intangible assets are pledged as collateral under our Master Indenture. Our Master Indenture requires us to establish rates annually that are reasonably expected to achieve a DSR of at least 1.10 on an annual basis and permits us to incur additional secured obligations as long as after giving effect to the additional secured obligation, we will continue to meet the DSR requirement on both a historical and pro forma basis. Our Master Indenture also requires us to maintain an ECR of at least 18 percent at the end of each fiscal year. Pursuant to our Master Indenture, DSR and ECR are calculated based on unconsolidated Tri-State financials and calculated in accordance with the system of accounts proscribed by FERC, not GAAP. On November 9, 2021, we transitioned to U.S. Bank National Association becoming the successor trustee under our Master Indenture.
25

Table of Contents
Margins and Patronage Capital
We operate on a cooperative basis and, accordingly, seek only to generate revenues sufficient to recover our cost of service and to generate margins sufficient to meet certain financial requirements and to establish reasonable reserves. Revenues in excess of current period costs in any year are designated as net margins in our consolidated statements of operations. Net margins are treated as advances of capital by our Members and are allocated to our Utility Members on the basis of revenue from electricity purchases from us and to our Non-Utility Members as provided in their respective membership agreement.
Our Board Policy for Financial Goals and Capital Credits, approved and subject to change by our Board, sets guidelines to achieve margins and retain patronage capital sufficient to maintain a sound financial position and to allow for the orderly retirement of capital credits allocated to our Utility Members. On a periodic basis, our Board will determine whether to retire any patronage capital, and in what amounts, to our Members. To date, we have retired approximately $493.2 million of patronage capital to our Members.
Pursuant to our Board Policy for Financial Goals and Capital Credits, we set rates to achieve a DSR and ECR in excess of the requirements under our Master Indenture in order to mitigate the risk of potential negative variances between budgeted margins and actual margins. This policy establishes a goal of our Board on an annual or quarterly basis to either defer revenues and incomes as a regulatory liability or recognize previously deferred revenues and incomes (as available) in an amount that will result in a DSR equal to a DSR goal for the applicable year as set forth in the policy. As allowed by our Bylaws, the deferral or recognition of previously deferred revenues and income is for the purpose of stabilizing margins and limiting rate increases from year to year. This policy, subject to change by our Board, sets a DSR goal of 1.1901.195 for the twelve months ended December 31, 20212022 and a ECR goal of 23.524.0 percent as of December 31, 2021.2022.
Rates and Regulation
On September 3, 2019, we became FERC jurisdictional for our Utility Member rates, transmission service, and our market based rates. In December 2019, we filed with FERC our tariff filings, including our stated rate cost of service filing, market based rate authorization, and transmission OATT. In March 2020, FERC issued orders generally accepting our tariff filings, subject to refund for sales after March 26, 2020. FERC did not determine that our Utility Member rates and transmission service rates were just and reasonable and ordered FPA section 206 proceedings to determine the justness and reasonableness of our rates, including our Class A wholesale rate schedule (A-40) referenced below, and wholesale electric service contracts. The tariff rates were referred to an administrative law judge to encourage settlement of material issues and to hold a hearing if settlement is not reached. On August 2, 2021, FERC approved our settlement agreement related to our Utility Member stated rate that provides for us to implement a two-stage, graduated reduction in the charges making up our A-40 rate of two percent starting from March 1, 2021 until the first anniversary and four percent reduction (additional two percent reduction from then current rates) thereafteron March 1, 2022 until the date a new Class A wholesale rate schedule goes into effect. See Note 17 to the Unaudited Consolidated Financial Statements in Item 1 for further information.
Our electric sales revenues are derived from wholesale electric powerservice sales to our Utility Members and non-member purchasers. Revenues from wholesale electric power sales to our non-member purchasers is pursuant to our market based rate authority.
Revenues from electric power sales to our Utility Members are primarily from our Class A wholesale rate schedule filed with FERC. In 20202021 and 2021,2022, our Class A rate schedule (A-40) for electric power sales to our Utility Members consist of three billing components: an energy rate and two demand rates. Utility Member rates for energy and demand are set by our Board, consistent with the provision of reliable cost-based supply of electricity over the long term to our Utility Members. Energy is the physical electricity delivered to our Utility Members. The energy rate was billed based upon a price per kWh of physical
26

Table of Contents
energy delivered and the two demand rates (a generation demand and a transmission/delivery demand) were both billed based on the Utility Member’s highest thirty-minute integrated total demand measured in each monthly billing period during our peak period from noon to 10:00 pm daily, Monday through Saturday, with the exception of six holidays.
Our Class A rate schedule (A-40) was filed at FERC as a “stated rate.” While our Board still has authority to determine our rates, those rates, including any change to the rate or rate structure, must be approved by FERC subject to outside comments. As part of the FERC approved settlement agreement, we and the settlement parties have agreed, with limited exceptions, to a moratorium on any filings related to our Class A rate schedule, including any rate increases to our Class A rate schedule, at least through May 31, 2023. A rate design committee consisting of a representative from each Utility Member is working on the development of a new rate to our Utility Members.
Our Board may from time to time, subject to FERC approval, create new regulatory assets or liabilities or modify the expected recovery period through rates of existing regulatory assets or liabilities. The amounts involved may be material. We continually evaluate options to achieve the goal to lower wholesale rates to our Utility Members.
26

Table of Contents
Tax Status
We are a taxable cooperative subject to federal and state taxation. As a taxable electric cooperative, we are allowed a tax exclusion for margins allocated as patronage capital. We utilize the liability method of accounting for income taxes which requires that deferred tax assets and liabilities be determined based on the expected future income tax consequences of events that have been recognized in the consolidated financial statements. Effective January 1, 2020, we adopted the normalization method for recognizing deferred income taxes pursuant to FERC regulation. Under the normalization method, changes in deferred tax assets or liabilities result in deferred income tax expense (benefit) and any recorded income tax expense (benefit) therefore includes both the current income tax expense (benefit) and the deferred income tax expense (benefit). Our subsidiaries are not subject to FERC regulation and continue to use a flow-through method for recognizing deferred income taxes whereby changes in deferred tax assets or liabilities result in the establishment of a regulatory asset or liability, as approved by our Board. A regulatory asset or liability associated with deferred income taxes generally represents the future increase or decrease in income taxes payable that will be settled or received through future rate revenues.
Results of Operations
General
Our electric sales revenues are derived from wholesale electric powerservice sales to our Utility Members and non-member purchasers. See “Factors Affecting Results – Rates and Regulation” for a description of our energy and demand rates to our Utility Members. Long-term contract sales to non-members generally include energy and demand components. Short-term sales to non-members are sold at market prices after consideration of incremental production costs. Demand billings to non-members are typically billed per kilowatt of capacity reserved or committed to that customer.
Weather has a significant effect on the usage of electricity by impacting both the electricity used per hour and the total peak demand for electricity. Consequently, weather has a significant impact on our revenues. Relatively higher summer or lower winter temperatures tend to increase the usage of electricity for heating, air conditioning and irrigation. Mild weather generally reduces the usage of electricity because heating, air conditioning and irrigation systems are operated less frequently. The amount of precipitation during the growing season (generally May through September) also impacts irrigation use. Other factors affecting our Utility Members’ usage of electricity include:
the amount, size and usage of machinery and electronic equipment;
the expansion or contraction of operations among our Utility Members’ commercial and industrial customers;
the general growth in population;
COVID-19 and governmental orders related to COVID-19; and
economic conditions.
Impacts of Supply Chain and Inflation
Our ability to meet our Utility Members' electric power requirements and complete our capital projects are dependent on maintaining an efficient supply chain. The procurement and delivery of materials and equipment have been impacted by the current domestic and global supply chain disruptions. We are experiencing shortages of critical items and longer lead-times on the procurement of certain materials and equipment, along with interruptions in production and shipping. Supply chain disruptions have contributed to higher prices for materials and equipment. We are also experiencing increased fuel costs for
27

Table of Contents
natural gas and costs for transportation of coal. We continue to monitor and are currently evaluating potential impacts to our operations and estimated capital expenditures and timing of projects related to inflationary pressures and supply chain disruptions.
We have several long-term solar power purchase agreements that were expected to commence commercial operation in 2023. Some developers have indicated they are experiencing difficulties due to supply chain issues and the United States Department of Commerce anti-circumvention investigation. We have agreed to allow additional flexibility for these projects, including extending the anticipated commercial operation dates to 2024.
Three months ended SeptemberJune 30, 20212022 compared to three months ended SeptemberJune 30, 20202021
Operating Revenues
Our operating revenues are primarily derived from electric power sales to our Utility Members and non-member purchasers. Other operating revenue consists primarily of wheeling, transmission, and coal sales. Other operating revenue also includes
27

Table of Contents
revenue we receive from twocertain of our Non-Utility Members. The following is a comparison of our operating revenues and energy sales in MWh by type of purchaser for the three months ended SeptemberJune 30, 20212022 and 20202021 (dollars in thousands):
Three Months Ended September 30,Period-to-period ChangeThree Months Ended June 30,Period-to-period Change
20212020AmountPercent20222021AmountPercent
Operating revenuesOperating revenuesOperating revenues
Utility Member electric salesUtility Member electric sales$350,344 $346,769 $3,575 1.0 %Utility Member electric sales$286,568 $274,445 $12,123 4.4 %
Non-member electric salesNon-member electric sales44,451 38,606 5,845 15.1 %Non-member electric sales34,214 16,188 18,026 111.4 %
Rate stabilizationRate stabilization17,462 19,957 (2,495)(12.5)%
OtherOther21,068 16,226 4,842 29.8 %Other13,718 15,712 (1,994)(12.7)%
Total operating revenuesTotal operating revenues$415,863 $401,601 $14,262 3.6 %Total operating revenues$351,962 $326,302 $25,660 7.9 %
Energy sales (in MWh):Energy sales (in MWh):Energy sales (in MWh):
Utility Member electric salesUtility Member electric sales4,645,489 4,512,087 133,402 3.0 %Utility Member electric sales3,856,662 3,661,010 195,652 5.3 %
Non-member electric salesNon-member electric sales560,066 533,360 26,706 5.0 %Non-member electric sales441,124 368,944 72,180 19.6 %
5,205,555 5,045,447 160,108 3.2 %4,297,786 4,029,954 267,832 6.6 %

Utility Member electric sales revenue increased primarily due to higher sales volume as loads continue a return to pre-pandemic usage levels.
Non-member electric sales increased primarily due to rate stabilization measures. higher long-term and short-term market sales. Long-term sales increased 26,992 MWhs, or 20.5 percent, to 158,752 MWhs for the three months ended June 30, 2022 compared to 131,760 MWhs for the same period in 2021. Short-term market sales increased 45,188 MWhs, or 19.1 percent, to 282,372 MWhs for the three months ended June 30, 2022 compared to 237,184 MWhs for the same period in 2021.
In accordance with our Board Policy for Financial Goals and Capital Credits, we recognized $8.6$17.5 million of previously deferred revenuemembership withdrawal income during the three months ended SeptemberJune 30, 20212022 compared to none$20.0 million of previously deferred non-member electric sales revenue during the same period in 2020.2021. In order to better align withmeet our 2022 financial goals, we have begun to recognize deferred revenue on a quarterly basis when it is reasonably estimable that recognition is required to meet our financial goals during 2021. We expect to recognize additional previously deferred revenuemembership withdrawal income during the remainder of 2021 in order to meet our financial goals.
Other operating revenue consists primarily of wheeling and transmission revenues, and coal sales to third parties. Wheeling revenue is received when we charge other energy companies for transmitting electricity over our transmission lines. Transmission revenue is from our membership in Southwest Power Pool. Coal sales revenue results from the sale of a portion of the coal from the Colowyo Mine and other locations to third parties. Other operating revenue increased primarily due to higher wheeling revenue and revenue related to the sale of coal.2022.
Operating Expenses
Our operating expenses are primarily comprised of the costs that we incur to supply and transmit our Utility Members’ electric power requirements through a portfolio of resources, including generation and transmission facilities, long-term purchase contracts and short-term energy purchases and the costs associated with any sales of power to non-members.
28

Table of Contents
The following is a summary of the components of our operating expenses for the three months ended SeptemberJune 30, 20212022 and 20202021 (dollars in thousands):
Three Months Ended September 30,Period-to-period ChangeThree Months Ended June 30,Period-to-period Change
20212020AmountPercent20222021AmountPercent
Operating expensesOperating expensesOperating expenses
Purchased powerPurchased power$112,540 $103,136 $9,404 9.1 %Purchased power$105,738 $86,552 $19,186 22.2 %
FuelFuel76,332 65,061 11,271 17.3 %Fuel68,247 45,870 22,377 48.8 %
ProductionProduction41,543 39,698 1,845 4.6 %Production50,254 52,841 (2,587)(4.9)%
TransmissionTransmission50,152 43,989 6,163 14.0 %Transmission42,053 41,948 105 0.3 %
General and administrativeGeneral and administrative15,916 17,081 (1,165)(6.8)%General and administrative18,893 11,897 6,996 58.8 %
Depreciation, amortization and depletionDepreciation, amortization and depletion44,990 45,775 (785)(1.7)%Depreciation, amortization and depletion45,269 46,483 (1,214)(2.6)%
Coal miningCoal mining1,492 4,200 (2,708)(64.5)%Coal mining3,849 966 2,883 298.4 %
OtherOther1,562 2,691 (1,129)(42.0)%Other47,302 1,282 46,020 *
Total operating expensesTotal operating expenses$344,527 $321,631 $22,896 7.1 %Total operating expenses$381,605 $287,839 $93,766 32.6 %
* Calculation not meaningful* Calculation not meaningful

Purchased power expense increased primarily due to increased demand from our Utility Members and decreased generation from certainan increase of our generating resources because of maintenance activities. Generation decreased (in
28

Table of Contents
MWhs) 2.9 percent233,977 MWhs purchased during the three months ended SeptemberJune 30, 20212022 compared to the same period in 2020. Purchased2021. Increased purchases were primarily due to coal transportation constraints at a certain generating facility that resulted in reduced generation from that facility and outages at certain generating facilities both of which resulted in higher short-term purchases of power increased (in MWhs) 9.8during 2022. Additionally, the average price was 8.8 percent forhigher during the three months ended SeptemberJune 30, 20212022 compared to the same period in 2020.2021.
Fuel expense increased primarily due to increasedhigher natural gas prices. Generation decreased (in MWhs) 14.3 percent at our combined-cycleprices as a result of increased demand and simple-cycle combustion generating stations during the three months ended September 30, 2021 compared to the same period in 2020. Natural gasconstraints on supply as a result of market conditions along with higher transportation costs at these generating stations increased $7.7 million, or 70.7 percent, during the same period.for coal.
Transmission expenseOther operating expenses increased primarily due to a $3.5the recording of an additional environmental obligation of $44.9 million write-off related to a transmission project in Wyoming during the threerevised cost estimates at New Horizon Mine.
Six months ended SeptemberJune 30, 2021.
Nine2022 compared to six months ended SeptemberJune 30, 2021 compared to nine months ended September 30, 2020
Operating Revenues
The following is a comparison of our operating revenues and energy sales in MWh by type of purchaser for the ninesix months ended SeptemberJune 30, 20212022 and 20202021 (dollars in thousands):
Nine Months Ended September 30,Period-to-period ChangeSix Months Ended June 30,Period-to-period Change
20212020AmountPercent20222021AmountPercent
Operating revenuesOperating revenuesOperating revenues
Utility Member electric salesUtility Member electric sales$897,587 $926,529 $(28,942)(3.1)%Utility Member electric sales$568,815 $547,243 $21,572 3.9 %
Non-member electric salesNon-member electric sales118,770 71,044 47,726 67.2 %Non-member electric sales57,158 33,529 23,629 70.5 %
Rate stabilizationRate stabilization25,345 40,790 (15,445)(37.9)%
OtherOther51,780 37,150 14,630 39.4 %Other25,846 30,712 (4,866)(15.8)%
Total operating revenuesTotal operating revenues$1,068,137 $1,034,723 $33,414 3.2 %Total operating revenues677,164 652,274 $24,890 3.8 %
Energy sales (in MWh):Energy sales (in MWh):Energy sales (in MWh):
Utility Member electric salesUtility Member electric sales12,014,631 12,246,955 (232,324)(1.9)%Utility Member electric sales7,714,308 7,369,142 345,166 4.7 %
Non-member electric salesNon-member electric sales1,179,076 1,177,370 1,706 0.1 %Non-member electric sales854,869 619,010 235,859 38.1 %
13,193,707 13,424,325 (230,618)(1.7)%8,569,177 7,988,152 581,025 7.3 %
Utility Member electric sales decreased, in terms of MWhs sold,revenue increased primarily due to the withdrawal of DMEA in June 2020 and continued economic impacts of COVID-19 during the year, in particular, from our Utility Members’ commercial customers. DMEA represented 3.4 percent of Utility Member revenue during the six months ended June 30, 2020. The decrease in Utility Member electric sales revenue caused by lowerhigher sales volume was slightly compounded byas loads continue a 1.3 percent lower average price during the nine months ended September 30, 2021 when comparedreturn to the same period in 2020. The decrease in average price was primarily due to a two percent settlement rate reduction effective aspre-pandemic usage levels.
29

Table of March 1, 2021. See Note 17 to the Unaudited Consolidated Financial Statements in Item 1 for further information.Contents
Non-member electric sales increased primarily due to rate stabilization measures. higher long-term and short-term market sales. Long-term sales increased 130,855 MWhs, or 65.2 percent, to 331,718 MWhs for the six months ended June 30, 2022 compared to 200,863 MWhs for the same period in 2021. Short-term market sales increased 105,004  MWhs, or 25.1 percent, to 523,151 MWhs for the six months ended June 30, 2022 compared to 418,147 MWhs for the same period in 2021.
In accordance with our Board Policy for Financial Goals and Capital Credits, we recognized $49.4$25.3 million of previously deferred revenuemembership withdrawal income during the ninesix months ended SeptemberJune 30, 20212022 compared to none$40.8 million of previously deferred non-member electric sales revenue during the same period in 2020.2021. In order to meet our 2022 financial goals, we expect to recognize additional previously deferred membership withdrawal income during the remainder of 2022.

Other operating revenues increased primarily due to increased wheeling and transmission for others as well as revenue related to the sale of coal.
29

Table of Contents
Operating Expenses
The following is a summary of the components of our operating expenses for the ninesix months ended SeptemberJune 30, 20212022 and 20202021 (dollars in thousands):
Nine Months Ended September 30,Period-to-period ChangeSix Months Ended June 30,Period-to-period Change
20212020AmountPercent20222021AmountPercent
Operating expensesOperating expensesOperating expenses
Purchased powerPurchased power$286,109 $260,804 $25,305 9.7 %Purchased power193,038 173,569 $19,469 11.2 %
FuelFuel182,749 165,679 17,070 10.3 %Fuel130,721 106,417 24,304 22.8 %
ProductionProduction135,285 122,595 12,690 10.4 %Production88,050 93,742 (5,692)(6.1)%
TransmissionTransmission136,771 127,175 9,596 7.5 %Transmission89,235 86,619 2,616 3.0 %
General and administrativeGeneral and administrative42,400 49,337 (6,937)(14.1)%General and administrative39,166 26,484 12,682 47.9 %
Depreciation, amortization and depletionDepreciation, amortization and depletion144,228 137,110 7,118 5.2 %Depreciation, amortization and depletion86,743 99,238 (12,495)(12.6)%
Coal miningCoal mining3,999 8,021 (4,022)(50.1)%Coal mining5,375 2,507 2,868 114.4 %
OtherOther5,395 13,429 (8,034)(59.8)%Other48,339 3,833 44,506 *
Total operating expensesTotal operating expenses$936,936 $884,150 $52,786 6.0 %Total operating expenses$680,667 $592,409 $88,258 14.9 %
* Calculation not meaningful* Calculation not meaningful
Purchased power expense increased primarily due to decreased generation from certainan increase of our generating resources because of scheduled maintenance as well as favorable market conditions for purchasing power307,702 MWhs purchased during the ninesix months ended SeptemberJune 30, 20212022 compared to the same period in 2020. Generation decreased 9.8 percent2021. Increased purchases were primarily due to coal transportation constraints at a certain generating facility that resulted in reduced generation from that facility and outages at certain generating facilities both of which resulted in higher short-term purchases of power during 2022. Additionally, the nine months ended September 30, 2021 compared to the same period in 2020. Purchased power increased (in MWhs) 7.2 percent for the nine��months ended September 30, 2021 compared to the same period in 2020. The average price was 3.12.9 percent higher during the ninesix months ended SeptemberJune 30, 2021 compared to the same period in 2020.
Fuel expense increased primarily due to increased natural gas prices. Generation decreased 10.2 percent at our combined-cycle and simple-cycle combustion generating stations during the nine months ended September 30, 2021 compared to the same period in 2020. Natural gas costs at these generating stations increased $12.4 million, or 50.5 percent, during the same period.
Production expense increased primarily due to the performance of scheduled maintenance postponed during the prior year as a result of COVID-19. Scheduled maintenance was performed at several generating facilities during the nine months ended September 30, 2021, resulting in $19.4 million in increased maintenance costs compared to the same period in 2020. Maintenance expenses were slightly offset by a decrease of $6.7 million in general production expenses during the nine months ended September 30, 20212022 compared to the same period in 2021.
TransmissionFuel expense increased primarily due to higher natural gas prices resulting from increased transmissiondemand and wheelingconstraints on supply resulting from others and a $3.5 million write-off related to a transmission project in Wyoming during the nine months ended September 30, 2021 compared to the same period in 2020.market conditions, along with higher transportation costs for coal.
General and administrative expense decreasedincreased primarily due to a decreaselower recoveries of general and administrative costs from joint project activities, an increase in outside professional services and an overall decreaseincrease in expenses related to general and administrative salaries.administration labor and benefits.
Depreciation, amortization and depletion expense increased primarily decreased due to revisions to asset retirement obligationsobligation related to the South Taylor pit at the Colowyo Mine during the prior year, which began to depreciate during January 2021.year.
Other expense decreasedoperating expenses increased primarily due to nonrecurrent expenses recorded during the nine months ended September 30, 2020recording of an additional environmental obligation of $44.9 million related to providing water resources from our Escalante Generating Station, a write-off of materials and supplies, and a loss on disposition of utility property.revised cost estimates at New Horizon Mine.
Financial condition as of SeptemberJune 30, 20212022 compared to December 31, 20202021
The principal changes in our financial condition from December 31, 20202021 to SeptemberJune 30, 20212022 were due to increases and decreases in the following:
Assets

Other plant decreased $51.8Regulatory assets increased $8.7 million, or 10.91.3 percent, to $415.8$674.4 million as of SeptemberJune 30, 20212022 compared to $466.8$665.7 million as of December 31, 2020.2021. The decreaseincrease was primarily due to a reduction in the recognition of additional asset retirement obligationobligations of $49.1$25.5 million in 2021 forat the Colowyo Coal South Taylor pitEscalante and non-utility asset retirementsNucla Generating Stations during the second quarter of $9.7 million.
30

Table of Contents
Liabilities2022 and the recognition of $3.7 million during the first quarter of 2022 related to the deferred impairment loss at Rifle Generating Station. These increases were partially offset by amortization of $20.5 million to depreciation, amortization and depletion expense and recovered from our Utility Members through rates.

Liabilities
Long-term debt decreased $89.6$205.8 million, or 2.86.6 percent, to $3.111$2.896 billion as of SeptemberJune 30, 20212022 compared to $3.200$3.102 billion as of December 31, 20202021 and current maturities of long-term debt increased $3.6$108.6 million, or 4.1116.7 percent, to $91.2$201.6 million as of SeptemberJune 30, 20212022 compared to $87.6$93.0 million as of December 31, 2020.2021. The net decrease of $86.0$97.2 million was primarily due to debt payments of $87.1$97.4 million (principally $41.0$44.4 million for the Springerville certificates $22.0 million to pay off the remaining balance of the First Mortgage Obligations, Series 2009C, and $12.4$16.3 million of CoBank and CFC debt). During 2021,the six month period ending June 30, 2022, we repurchased and cancelled $4.2$36.7 million of our First Mortgage Bonds, Series 2014E-1 and our First Mortgage Bonds, Series 2016A. Additionally, $100.0 million of our First Mortgage Bonds, Series 2014E-1 was reclassified to current maturities due to a public tender offer of such bonds which resultedwas completed in a lossJuly 2022. See “Liquidity and Capital Resources” for more information on extinguishment of debt of $0.4 million.the tender offer.
Accrued interestShort-term borrowings increased $17.4$129.7 million, or 63.2259.4 percent, to $44.9$179.7 million as of SeptemberJune 30, 20212022 compared to $27.5$50.0 million as of December 31, 2020.2021. The increase was due to accruals for interest due in future periodscommercial paper activity during 2022 primarily related to early repurchase and cancellation of $106.5 million partially offset by interest paymentscertain of $89.1 million.our bonds.
Regulatory liabilities decreased $49.8$25.6 million, or 22.117.5 percent, to $175.2$120.4 million as of SeptemberJune 30, 20212022 compared to $225.0$146.0 million as of December 31, 2020.2021. The decrease was primarily due to the recognition of $49.4$25.3 million of previously deferred non-member electric sales revenues.membership withdrawal income. In order to better align with our financial goals, we have begun to recognize deferred revenue and income on a quarterly basis when it is reasonably estimable that recognition is required to meet our financial goals during 2021.2022.
Asset retirement and environmental reclamation obligations decreased $46.3increased $85.1 million, or 36.5102.2 percent, to $80.7$168.4 million as of SeptemberJune 30, 20212022 compared to $127.0$83.3 million as of December 31, 2020.2021. The decreaseincrease was primarily due to a reduction in the Colowyo Mine reclamation liabilityrecording of $50.0an additional environmental obligation of $44.9 million in the second quarter of 2021. This reduction was primarily related to a changerevised cost estimates at New Horizon Mine and additional asset retirement obligations of $40.6 million related to an update in the mine plan of South Taylor pitcost estimates for obligations related to our ponds, ash land fill and post-closure reclamation and monitoring at the Colowyo Mine. After obtaining regulatory approval, the South Taylor pit life was extended through 2027 to mine the highwall, which resulted in a lower estimated obligation at the end of the mining period.various generating facilities.
Liquidity and Capital Resources
We finance our operations, working capital needs and capital expenditures from operating revenues and issuance of short-term and long-term borrowings. As of SeptemberJune 30, 2021,2022, we had $97.6$96.8 million in cash and cash equivalents. Our committed credit arrangement as of SeptemberJune 30, 20212022 is as follows (dollars in thousands):
Authorized
Amount
Available
September 30,
2021
Revolving Credit Agreement$650,000 (1)$650,000 
Authorized
Amount
Available
June 30,
2022
2022 Revolving Credit Agreement$520,000 (1)$340,000 
(1)The amount of this facility that can be used to support commercial paper is limited to $500 million.
We have a securedOn April 25, 2022, our prior revolving credit agreement, known as the the 2018 Revolving Credit Agreement, with aggregate commitmentswas amended and restated by the 2022 Revolving Credit Agreement in the amount of $650$520 million. The 2022 Revolving Credit Agreement includes a swingline sublimit of $100$125 million, a letter of credit sublimit of $75 million, and a commercial paper back-up sublimit of $500 million, of which $100$125 million of the swingline sublimit, $75 million of the letter of credit sublimit, and $500$320 million of the commercial paper back-up sublimit remained available as of SeptemberJune 30, 2021.2022.
The 2022 Revolving Credit Agreement is secured under theour Master Indenture and has a maturity date ofterm extending through April 25, 2023,2027, unless extended as provided therein. The 2022 Revolving Credit Agreement uses Term SOFR loans instead of LIBOR rate loans. Funds advanced under the 2022 Revolving Credit Agreement arebear interest either LIBOR rate loansat adjusted Term SOFR rates or alternative base rate loans,rates, at our option. LIBORThe adjusted Term SOFR rate loans bear interest atis the adjusted LIBORTerm SOFR rate for the term of the advance plus a margin (currently 1.125 percent)(1.125 percent as of June 30, 2022) based on our credit ratings. Base rate loans bear interest at the alternate base rate plus a margin (currently 0.125 percent)(0.125 percent as of June 30, 2022) based on our credit ratings. The alternate base rate is the highest of (a) the federal funds rate plus ½ of 1.00 percent, (b) the prime rate, and (c) the one-month LIBORadjusted Term SOFR rate plus 1.00 percent. Upon discontinuation of the LIBOR rate, the Revolving Credit Agreement provides for CFCpercent and us to endeavor to establish an alternative rate that gives due consideration to the then prevailing market convention for determiningplus a rate of interest for syndicated loans in the United States. Upon discontinuation of the LIBOR rate and if no alternative rate has been established by CFC and us, all funds advances will be at base rate loans. We had no outstanding borrowingsmargin (1.125 percent as of SeptemberJune 30, 2021.2022) based on our credit ratings.
The 2022 Revolving Credit Agreement contains customary representations, warranties, covenants, events of default and acceleration, including financial DSR and ECR requirements in line with the covenants contained in our Master Indenture.Indenture and
31

Table of Contents
similar to the 2018 Revolving Credit Agreement. A violation of these covenants would result in the inability to borrow under the facility.
Under our commercial paper program, our Board authorized us to issue commercial paper in amounts that do not exceed the commercial paper back-up sublimit under our 2022 Revolving Credit Agreement, which was $500 million at Septemberas of June 30, 2021,
31

Table of Contents
2022, thereby providing 100 percent dedicated support for any commercial paper outstanding. As of SeptemberJune 30, 20212022, we had no$180 million of commercial paper outstanding (prior to netting discounts) and $500$320 million available on the commercial paper back-up sublimit.
On July 13, 2022, we announced cash tender offers to purchase for cash up to $100 million aggregate principal amount of our First Mortgage Bonds, Series 2014E-1 (due 2024), our First Mortgage Bonds, Series 2014E-2 (due 2044), and our First Mortgage Bonds, Series 2016A (due 2046). The early tender offer deadline was July 26, 2022 and $100 million principal amount of our Series 2014E-1 (due 2024) bonds were tendered and accepted. We paid a total of $100.2 million in aggregate for purchase of the bonds, including early tender payments. We paid for the purchase of the bonds with available cash and commercial paper.
In addition to the July 2022 tender offers, we have previously purchased our outstanding debt through cash purchases in open market purchases. In the future, we may from time to time purchased ourpurchase additional outstanding debt through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions, additional tender offers, or otherwise and may continue to seek to retire or purchase our outstanding debt in the future. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. We are mindful of our debt and its maturities and we continually evaluate options to ensure that our balance sheet and capital structure is aligned with our business and the long-term health of our company.
We believe we have sufficient liquidity to fund operations and capital financing needs from projected cash on hand, our commercial paper program, and the 2022 Revolving Credit Agreement.
Cash Flow
Cash is provided by operating activities and issuance of debt. Capital expenditures and debt service payments comprise a significant use of cash.
NineSix months ended SeptemberJune 30, 20212022 compared to ninesix months ended SeptemberJune 30, 20202021
Operating activities. Net cash provided by operating activities was $170.7$27.7 million for the ninesix months ended SeptemberJune 30, 20212022 compared to $305.9$52.7 million for the same period in 2020,2021, a decrease in net cash provided by operating activities of $135.2$25.0 million. Substantially allThe decrease in net cash provided by operating activities was impacted by an increase in purchased power expense, the timing of the decrease was due to proceedscash collected from Member accounts receivable and lower cash deposits related to the DMEA withdrawal in 2020 compared to no proceeds in 2021 and lower net margins in 2021 compared to 2020.interconnection customers.
Investing activities. Net cash used in investing activities was $99.1$59.7 million for the ninesix months ended SeptemberJune 30, 20212022 compared to $79.3$57.3 million for the same period in 2020,2021, an increase in net cash used in investing activities of $19.8$2.4 million. The increase in net cash used in investing activities was primarily due to proceeds from the sale of electric plantnet additional investments in utility plant. This increase was partially offset by a decrease in net cash used in investing activities related to the DMEA withdrawal in 2020 comparedtiming of payments we made to no proceeds from the saleoperating agents of electric plant in 2021. Partially offsetting this increase was a reduction in generation and transmission improvements and system upgrades for the nine months ended September 30, 2021 comparedjointly owned facilities to the same period in 2020.
fund our share of costs to be incurred under each project.
Financing activities. Net cash provided by financing activities was $28.1 million for the six months ended June 30, 2022 compared to net cash used in financing activities was $101.4 million for the nine months ended September 30, 2021 compared to $170.3of $8.3 million for the same period in 2020, a decrease2021, an increase in net cash provided by financing activities of $68.9$36.4 million. The decreaseincrease in net cash provided by financing activities was primarily due to lower proceeds from issuancean increase in short-term borrowings of long-term debt in 2021 compared to 2020 (during 2020, we borrowed $125$49.7 million from the First Mortgage Obligations, Series 2020A, $100 million from the First Mortgage Obligations, Series 2020B, and $200 million from our Revolving Credit Agreement). These decreases were partially offset by lowerhigher principal payments of long-term debt in 2021 compared to 2020.of $23.5 million.
Capital Expenditures
We forecast our capital expenditures annually as part of our long-term planning. We regularly review these projections to update our calculations to reflect changes in our future plans, facility closures, facility costs, market factors and other items affecting our forecasts. After taking into account our Responsible Energy Plan, in the years 20212022 through 2025,2026, we forecast that we may invest approximately $799$877 million in new facilities and upgrades to our existing facilities.
32

Table of Contents
Our actual capital expenditures depend on a variety of factors, including assumptions related to our Responsible Energy Plan and our Revised Preferred Plan in conjunction with Phase I of our 2020 Electric Resource Plan approved by the COPUC, Utility Member load growth, availability of necessary permits, regulatory changes, environmental requirements, construction delays and costs, supply chain issues, inflation, and ability to access capital in credit markets. Thus, actual capital expenditures may vary significantly from our projections.
Capital projects include several transmission projects to improve reliability and load-serving capability throughout our service area.
Contractual Commitments
Indebtedness. As of September 30, 2021, we had $3.2 billion in outstanding obligations, including approximately $2.9 billion of debt outstanding secured on a parity basis under our Master Indenture, no outstanding short-term borrowings, one unsecured loan agreement totaling $13.9 million and the Springerville certificates totaling $292.9 million (which are secured only by a mortgage and lien on Springerville Unit 3 and the Springerville lease). Our debt secured by the lien of our Master Indenture
32

Table of Contents
includes notes payable to CFC and CoBank (with the exception of one unsecured note), the First Mortgage Bonds, Series 2010A, the First Mortgage Obligations, Series 2014B, the First Mortgage Bonds, Series 2014E-1 and E-2, First Mortgage Bonds, Series 2016A, First Mortgage Obligations, Series 2017A, pollution control revenue bonds, and amounts outstanding, if any, under the Revolving Credit Agreement. Substantially all of our assets are pledged as collateral under the Master Indenture.
Construction Obligations. We have commitments to complete certain construction projects associated with improving the reliability of the generating facilities and the transmission system.
Coal Purchase Obligations. We have commitments to purchase coal for our generating facilities under long-term contracts that expire between 2024 and 2041. These contracts require us to purchase a minimum quantity of coal at prices that are subject to escalation clauses that reflect cost increases incurred by the suppliers and market conditions. Our coal purchase obligations exclude any purchases we have with our subsidiaries.
Changing Environmental Regulations
We are subject to variousextensive federal, state and local laws, rules and regulations with regard to air quality, including greenhouse gases, water quality, and other environmental matters.requirements. These environmental laws, rules and regulations are complex and change frequently. The following are recent developments relating to environmental regulations and litigation that may impact us.
Collom Air Permit
In November 2019, the Collom air permit revision for the Collom pit at the Colowyo Mine was issued by CDPHE. In December 2019, the Center for Biological Diversity and Sierra Club filed a new case challenging the CDPHE’s issuance of the Collom air permit revision. In October 2020, the judge issued an order affirming the CDPHE’s issuance of the minor source construction air permit to Collom. The Center for Biological Diversity and Sierra Club appealed the decision to the Colorado Court of Appeals. In March 2022, the Colorado Court of Appeals affirmed the District Court's decision upholding the air permit for Collom. In May 2022, the Center for Biological Diversity and Sierra Club filed a Petition for Writ of Certiorari with the Colorado Supreme Court. We and the State of Colorado filed responses in opposition to the petition.
Greenhouse Gas Regulation
In June 2022, the United States Supreme Court issued its opinion in West Virginia v. EPA, finding that the EPA exceeded its Clean Air Act section 111(d) authority when it promulgated the Clean Power Plan. The Supreme Court vacated and remanded the case back to the D.C. Circuit Court of Appeals for further proceedings consistent with the opinion. The Biden administration is expected to begin another, new rulemaking and has stated its intent to issue a new proposed rule in 2022.
For afurther discussion regarding potential effects on our business from environmental regulations, see also “ItemItem 1 –  – BUSINESS  ENVIRONMENTAL REGULATION”REGULATION and “Item 1AItem 1 – RISK FACTORS”FACTORS" in our annual report on Form 10-K for the year ended December 31, 2020.
Electric Resource Plan
On June 8, 2021, the COPUC issued an interim decision deeming our 2020 Electric Resource Plan application complete and referring the case to an administrative law judge. On June 21, 2021, the administrative law judge issued an interim decision setting the procedural schedule for our 2020 Electric Resource Plan proceeding, including a remote hearing scheduled January 31 through February 4, 2022. The procedural schedule accommodated the modeling of five additional Electric Resource Plan scenarios requested by parties to the proceeding. The results of the additional modeling, along with our Revised Preferred Plan, were filed alongside our supplemental direct testimony on September 28, 2021. Our Revised Preferred Plan includes 2,050 MWs of additional renewable generation and more than 200 MWs of energy storage occurring during the resource acquisition period of 2021 to 2030. For further information regarding our 2020 Electric Resource Plan, see “Item 1 – BUSINESS — POWER SUPPLY RESOURCES – Resource Planning” in our annual report on Form 10-K for the year ended December 31, 2020.
Rating Triggers
Our current senior secured ratings are “A3 (stable outlook)” by Moody’s, “BBB+ (stable(negative outlook)” by S&P, and “A- (stable outlook)” by Fitch. Our current short-term ratings are “A-2” by S&P and “F1” by Fitch.
Our 2022 Revolving Credit Agreement includes a pricing grid related to the LIBORTerm SOFR spread, commitment fee and letter of credit fees due under the facility. We also have a term loan agreement that includes a pricing grid related to the LIBOR spread. A downgrade of our senior secured ratings could result in an increase in each of these pricing components. We do not believe that any such increase would be significant or have a material adverse effect on our financial condition or our future results of operations.
We currently have contracts that require adequate assurance of performance. These include natural gas supply contracts coal purchase contracts, and financial risk management contracts. Some of the contracts are directly tied to ourus maintaining investment grade credit rating generally being maintained at or above investment graderatings by S&P and Moody’s. We may enter into additional contracts which may contain similar adequate assurance requirements. If we are required to provide such adequate assurances, we do not believe the amounts will be significant or that they will have a material adverse effect on our financial condition or our future results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to market risks during the most recent fiscal quarter from those reported in our annual report on Form 10-K for the year ended December 31, 2020.2021.
33

Table of Contents
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information required by this Item is contained in Note 17 to the Unaudited Consolidated Financial Statements in Item 1.
Item 1A. Risk Factors
The U.S. President’s COVID-19 action plan concerning mandatory COVID-19 vaccination of employees could have a material adverse impact on our business and results of operations.
On September 9, 2021, the Biden Administration announced a plan to reduce the number of unvaccinated Americans through an OSHA Emergency Temporary Standard and Executive Order 14042. The OSHA Emergency Temporary Standard provides, generally, that all employers with 100 or more employees require that all employees be vaccinated or undergo weekly COVID-19 testing and the final rule largely mirror these requirements. Executive Order 14042 provides, generally, that federal agencies ensure that covered contracts and contract-like instruments include a clause that the federal contractor and any subcontractor be fully vaccinated against COVID-19. The Executive Order applies to a broad category of contracts.
We continue to evaluate if Executive Order 14042 is applicable to us and await guidance from the applicable federal agencies. Under the OSHA Emergency Temporary Standard final rule, we will be required to mandate COVID-19 vaccination of our employees or our unvaccinated employees will require weekly testing. If Executive Order 14042 is applicable to us, the option of weekly testing would not be available and mandatory vaccination would be required, subject to approved medical or religious accommodations. Both the OSHA Emergency Temporary Standard and Executive Order 14042 may result in employee attrition, which could be material as a substantial number of our employees are believed to be unvaccinated. If we were to lose employees, it could have an adverse effect on our ability to operate and maintain our transmission system, our generating facilities, and our coal mine and lead to service outages, business interruptions, and our ability to delivery power to our Utility Members, which could have an adverse effect on future revenues and costs, which could be material. Accordingly, either of these regulations when implemented could have a material adverse effect on our business and results of operations.
Item 4. Mine Safety Disclosures
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this quarterly report on Form 10-Q.
34

Table of Contents
Item 6. Exhibits
Exhibit NumberDescription of Exhibit
3.2
31.1
31.2
32.1
32.2
95
101XBRL Interactive Data File.
3534

Table of Contents
SIGNATURES
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: November 10, 2021August 12, 2022By:/s/ Duane Highley
Duane Highley
Chief Executive Officer
Date: November 10, 2021August 12, 2022/s/ Patrick L. Bridges
Patrick L. Bridges
Senior Vice President/Chief Financial Officer (Principal Financial Officer)

3635