Pipe Line Contractors Association

“FORM 990, PART VI, SECTION A, LINE 6 PIPE LINE CONTRACTORS ASSOCIATION has regular members (contractors) and associate members (non contractors). Those members are assessed dues.”

“FORM 990, PART VI, SECTION A, LINE 7(A): PIPE LINE CONTRACTORS ASSOCIATION holds elections for officers and directors of the association. Only Regular members may cast ballots.”

“FORM 990, PART VI, SECTION B, LINE 15(A) AND 15(B): As reported in the footnotes of the organization's audited financial statements, PLIAF and PLCA have a five-year employment agreement with their current Managing Director and General Counsel, (the Employee) beginning January 1, 2014. The agreement provides for a minimum salary of $475,000 per year in addition to benefits provided by an additional productivity bonus for purchase of an annuity. During January 2014, PLIAF and PLCA paid the Employee an additional productivity bonus based upon a prescribed formula involving the number of United Association man hours worked under the National Pipe Line Agreement between the United Association and the Pipe Line Contractors Association for the previous 12 months. During January of each calendar year after 2014, during the term of the employment agreement, PLIAF and PLCA are to purchase for and on behalf of the Employee, a non-qualified immediate deferred annuity contract for an aggregate premium equal to the amount of the productivity bonus for the previous twelve months. Payment of annuity benefits under the contract shall commence on the deferred annuity date specified in the annuity contract, which shall be seven years after the date of purchase. The Employee is the owner of the annuity contract, subject to a risk of forfeiture. The vesting requirements applicable to any annuity contract purchased provides for a risk of forfeiture that requires the Employee to transfer the annuity contract back to PLIAF and PLCA if the Employee is involuntarily terminated for cause or voluntary terminates other than for good reason. The maximum vesting period may not exceed the lesser of two years from the effective purchase date of such annuity contract or the difference between the effective date of the purchase of such annuity contract and the date of the expiration of the term of the employment agreement. If the Employee is involuntarily terminated without cause, dies, becomes incapacitated, or voluntarily terminates for good reason prior to the end of the term of the employment agreement, or retires at the end of the term of the employment agreement, all unvested annuity contracts shall become 100% vested, provided that the right to retain any annuity contract purchased within less than two years of the retirement or expiration of the term of the agreement is conditioned on the Employee refraining from employment or providing services to any trade association or similar organization that competes with or provides services similar to PLIAF and PLCA for a period that ends two years from the effective date of the purchase of any such annuity contract. Kevin Barrett, the Executive Director, receives compensation based on his experience and determination by the Board of Directors, which has exclusive control over all compensation and reviews staff compensation each year. He is an employee of Akin Gump Strauss Hauer & Feld, LLP, an unrelated taxable organization, and provides management services to the filing organization. There is a compensation arrangement between the two organizations, whereby, the filing organization reimburses his compensation to the unrelated taxable organization for his services as Executive Director, as reported on Schedule L, Part IV.”

“Form 990, part vi, section b, line 11: the form 990 is reviewed by the managing director, who is also the general counsel to the entity. Draft copies of the form 990 are provided to the governing board before filing. If further review is needed, it would depend on the advice from the independent auditor firm.”

“Form 990, part vi, section b, line 12(a): the organization currently does not have a written conflict of interest policy in place. However, the organization is managed by an attorney who monitors all organizational activities to ensure there are no conflicts.”

“Form 990, part vi, section c, line 19: the organization's documents pertaining to governance, conflicts of interest, and financial statements are only made available to the public upon request.”

“Form 990, part xii, line 1: the organization prepares its financial statements on the basis of cash receipts and disbursements, but includes depreciation of capitalized assets. Under this basis, revenues are recognized when collected rather than when earned, and expenses are recognized when paid rather than incurred, which is a comprehensive basis of accounting other than accounting principles generally accepted in the united states.”

“Form 990, part vii, section a: the organization reimburses compensation of the executive director and staff paid by akin gump strauss hauer & feld, llp, an unrelated taxable organization, as reported on schedule l, part iv.”