Nreca International Ltd.

“Some nreca international directors and officers also serve as directors or officers of nreca and of the following nreca subsidiaries and affiliated entities: nreca united, inc.; cooperative energy services, inc.; re advisers corporation; re investment corporation; cooperative benefit administrators, inc.; electric cooperative life insurance company; cooperative insurance services,inc; and nreca wood quality control,inc.”

“During 2016, nreca international,ltd (ein 52-1387851)amended it's by-laws and articles of incorporation to change the name of the corporation to nreca international. Nreca international(ein 52-1387851)filed for change in tax-exempt status from a 501(c)(6) tax-exempt corporation to a 501(c)(6)tax-exempt public charity corporation in 2016. This change in status was granted by the irs on june 10, 2016. Nreca international foundation (merging corporation), a district of columbia charitable corporation under irc 501(c)(3) with ein 52-1409279, merged with and into nreca international (surviving corporation), a district of columbia charitable corporation under irc 501(c)(3) with ein 52-1387851, effective at 12:01 am on december 31, 2016 in accordance with section 29-409.02 of the district of columbia nonprofit corporation act of 2010. All property owned by, and every contract and other right possessed by the merging corporation was vested in the surviving corporation. All liabilities of the merging corporation were vested in the surviving corporation. The net assets of the merging corporation at the time of merger totaled $975,940 and were vested into the surviving corporation. A copy of the merger documents filed with the district of columbia are attached as supplemental exhibit a to this return. Nreca international foundation (merging corporation) and nreca international (surviving corporation) were related tax-exempt organizations prior to the merger. All of the directors of the merging corporation were already directors of the surviving corporation and continued to serve as directors of the surviving corporation after the merger. Prior to the merger, daniel waddle was an officer of the merging corporation and both an officer and employee of the surviving corporation. After the merger, daniel waddle continued to be both an officer and employee of the surviving corporation.”

“The nreca international board of directors is composed of ten individuals. Directors, each of whom must be a member, director, officer, or an employee of an nreca member system, are elected every two years by the member systems in each state. Their terms run from the close of each nreca annual meeting (usually held in march) to the close of the annual meeting two years hence. The nreca international president, vice president, and secretary-treasurer are elected every two years by the board. The organization has one class of members which consists of each and every member of the national rural electric cooperative association. The members do not have the right to vote.”

“Nreca international irs form 990 is prepared by the manager of accounting in the grants & contracts finance department. The sr. Manager,finance & admin. Govt. Grants and contracts reviews the irs form 990 and supporting workpapers in detail. The senior vp of the finance department then reads the irs form 990 for accuracy. The irs form 990 is then made available to the nreca international's board of directors for their review.”

“Each director, officer and key employee is required to complete and submit a conflict of interest questionnaire that is reviewed by the senior vp of finance. He/she reviews each questionnaire and follows up on any conflicts with the respective director, officer, or key employee along with nreca's corporate counsel.”

“(ceo compensation) the nreca ceo evaluation committee of the board is responsible for evaluating the performance of the ceo. An outside consultant (e.g., quatt associates) reviews independent compensation studies annually to verify the ceo's compensation is within a competitive range for ceo's of comparable organizations and provides this information to the committee. The committee reviews competitive salary survey data provided by the outside consultants and develops a salary increase recommendation that is presented to the full board. The board reviews and approves the ceo's compensation annually. Form 990, part vi, section b, line 15b (other officers/key employees compensation): nreca's human resources department has a market pay tool that uses current salary data from purchased compensation studies to analyze salary for positions within the organization. Nreca has written policies and procedures governing its salary increase process. The salary increase process is intended to enable managers to make rational decisions concerning salary increases within the association's budgeting constraints. However, it does not guarantee an increase to any employee. The salary increase process is comprised of the following steps: (1) approval of nreca's salary increase budget by the nreca board of directors, which is based on competitive salary data; (2) completion of written annual performance summary report for each employee by his/her manager; (3) recommendation of merit increases for individual employees based upon performance; (4) analysis, review and approval of salary increase recommendations by human resources and the chief executive officer; and (5) communication of salary increase decisions to staff.”

“Nreca distributes its annual report to the ceo of every nreca member. In addition, nreca publishes and makes available its annual report, financial statements and conflict of interest policy on cooperative.com, a member-only site for electric cooperatives and affiliated entities. Nreca will provide copies of its irs form 990 to anyone requesting a copy.”

“Consulting: program service expenses 1,349,444. Management and general expenses 66,680. Fundraising expenses 0. Total expenses 1,416,124. Translation services: program service expenses 1,103. Management and general expenses 7,000. Fundraising expenses 0. Total expenses 8,103. Subcontracts and commissions: program service expenses 1,130,008. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,130,008.”

“Nreca international foundation (merging corporation), a district of columbia charitable corporation under irc 501(c)(3) with ein 52-1409279, merged with and into nreca international (surviving corporation), a district of columbia charitable corporation under irc 501(c)(3) with ein 52-1387851, effective at 12:01 am on december 31, 2016 in accordance with section 29-409.02 of the district of columbia nonprofit corporation act of 2010. All property owned by, and every contract and other right possessed by the merging corporation was vested in the surviving corporation. All liabilities of the merging corporation were vested in the surviving corporation. The net assets of the merging corporation at the time of merger totaled $975,940 and were vested into the surviving corporation. A copy of the merger documents filed with the district of columbia are attached as supplemental exhibit a to this return. Nreca international foundation (merging corporation) and nreca international (surviving corporation) were related tax-exempt organizations prior to the merger. All of the directors of the merging corporation were already directors of the surviving corporation and continued to serve as directors of the surviving corporation after the merger. Prior to the merger, daniel waddle was an officer of the merging corporation and both an officer and employee of the surviving corporation. After the merger, daniel waddle continued to be both an officer and employee of the surviving corporation.”

“Net assets - retained earnings acquired in merger with nreca foundation 975,940.”

“The financial statements for nreca international were not individually audited but were audited by an independent accountant as part of the consolidated financial statements of the national rural electric cooperative association. This procedure has not changed since the prior year.”