High West Energy Inc

“Article 1 - members, section 4 was amended to state expulsion, termination, or suspension of members can only take place by a procedure that is fair and reasonable. Such procedure shall include fifteen (15) days prior written notice of expulsion, termination, or suspension and the reasons therefor and an opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of expulsion, termination, or suspension by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place. A procedure deviating from the aforementioned notice requirements may also be fair and reasonable if it fairly and reasonably takes in account all the relevant facts and circumstances. To the extent membership expulsions, termination, or suspension will result in a loss of electric energy service to a member, the cooperative must comply with all relevant public service commission regulations and procedures related thereto. Article 1 - members, section 7 was amended to state a director may only be removed if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. Such removal must occur at a meeting called for that purpose, with notice of the meeting so stating. An officer may be removed by the board of directors at any time with or without cause.”

“The cooperative was formed by the members to provide electric service at cost on a cooperative basis.”

“The members of the cooperative vote on the board of directors. Elections are done on a one member one vote basis per district.”

“The following acts require approval of the members of the cooperative. 1. Dissolution/liquidation of the cooperative; 2. Merger or consolidation of the cooperative with another organization; 3. The disposal of a substantial portion of the cooperative's assets; and 4. Amendment of the cooperatives' bylaws.”

“From time to time the entire board will go into executive session for discussing items of a sensitive and confidential nature. When this occurs management and others in attendance are removed from the meeting room. Items discussed in executive session are not documented. However, actions taken by the board after executive sessions are adjourned are fully documented in the written minutes.”

“Management presented a copy of the form 990 to the board for discussion, review and approval prior to filing. The discussion and review was performed at the board meeting immediately before filing the form 990.”

“The board of directors and officers are required to review and be familiar with the policies outlined in the cooperative's conflict of interest policy. The board of directors and officers are required to disclose any action or situation that might violate the policy to the full board of directors as soon as possible. The conflict of interest policy is reviewed on an annual basis.”

“The board of directors use comparative industry data from each state in the cooperative's nreca region and supplemental national data provided by nreca when determining the compensation of the general manager. This data shows comparative salaries for general managers from similarly situated cooperatives located in wyoming, nebraska, colorado, and the nation. The board and the general manager use comparative industry data from each state in the cooperative's nreca region and supplemental national data provided by nreca when determining the compensation of the cooperative's other employees meeting the definition of officer and key employees, if any. This data shows comparative salaries from similarly situated cooperatives located in wyoming, nebraska, colorado, and the nation.”

“The cooperative provides a summarized copy of the audited financial statements to the members of the cooperative at the annual meeting. The cooperative will provide a complete copy of the audited financial statements or governing documents to any member who requests a copy. Additionally, a copy of the cooperative bylaws can be found on the cooperative's website.”

“Jerry burnett per irs form 990 instructions is not an independent director because he is on the board of tri-state g&t association, inc. The cooperative purchases its electric energy from tri-state. The cooperative is a member of tri-state. As such, mr. Burnett is the cooperative's representative on tri-state's board. Mr. Burnett has no ownership interest in tri-state and receives no direct or indirect benefit from the cooperative doing business with tri-state. Donald wisroth per irs form 990 instructions is not an independent director because he is on the board of western united electric supply company. The cooperative purchases electric supplies from western united. The cooperative is a member of western united. As such, mr. Wisroth is the cooperative's representative on western united's board. Mr. Wisroth has no ownership interest in western united and receives no direct or indirect benefit from the cooperative doing business with western united.”

“In order to provide retirement benefits to its employees, the cooperative has established a defined contribution plan under section 401(k) of the internal revenue code. As part of the plan document, the cooperative provides contributions based upon a percentage of a participating employee's annual compensation. Employer contributions are available to participating employees, including officers, meeting the eligibility requirements of the plan. The cooperative also provides health and life insurance to all employees, including officers, through a qualified plan. The amounts reported on part vii, column (f) for the officer is comprised of the total amount contributed to the 401(k) plan and the insurance premiums paid for the benefit of the officer. In addition to the above pension plan, the cooperative also provides post-retirement health insurance benefits through an unfunded welfare benefit plan. The value of these benefits has not been estimated.”

“Patronage dividends result from the purchase of wholesale power from a generation & transmission cooperative. Patronage dividends also result from the payment of interest from cooperative banks and the purchase of supplies and services from other cooperative organizations. The expenses associated with purchases from and payments to such cooperative organizations are a direct component of cost of the electric service provided by the cooperative to its members.”

“The loss reported on page 1, part i, line 19 prior year differs from the total net margins reported on the cooperative's audited financial statements due to book to tax adjustments required to conform to the form 990 instructions. The first adjustment is for the equity method income recorded on the cooperative's books and included in total net margins. U.s. Gaap requires the cooperative to record on its books the equity method income from its wholly owned subsidiary. Equity method income is not income for irs form 990 purposes and as such has been reported as an other change in net assets. The second adjustment is for the patronage dividends allocated or to be allocated by the cooperative to members. Whereas the form 990 requires such amounts to be reported as an expense, patronage dividends allocated or to be allocated are an increase in capital and equity, specifically patronage capital, on u.s. Gaap basis financial statements. Because the cooperative allocates its total net margins to its members through patronage capital, the net effect of these book to tax adjustments is to show a net loss on the form 990 equal to the equtiy method income from its wholly owned subsidiary.”

“The accounting records of the cooperative are maintained in accordance with the uniform system of accounts as prescribed by the federal energy regulatory commission for class a and b electric utilities modified for electric borrowers of the rural utilities service (rus). The uniform system of accounts does not record expenses in the general expense categories provided on part ix lines 1 - 23. The cooperative will break out salaries and wages, employee benefits and payroll taxes that are allocated in accordance with their accounting system, but other expenses that are described in lines 1 - 23 will be reported on line 24 under the expense categories required by the uniform system of accounts.”

“The following is a breakdown of the expenses reported as administrative and general expense on form 990, part ix, line 24. Outside services employed $347,803 office supplies expense 306,749 general advertising expense 49,485 other insurance 58,954 regulatory commission expense 31,585 dues to associated organizations 117,469 directors expenses 216,118 duplicate (credit) (48,120) maintenance of general plant 65,679 miscellaneous general expense 6,381 total administrative and general expense per 990 $1,152,103”

“Salaries and wages are allocated to asset, liability, and expense accounts based on the accounting system described above. In an effort to explain why the amounts reported on lines 5-7 do not agree to the total wages accrued and/or paid the following reconciliation is provided. Total per lines 5-7 $2,308,502 less directors fees reported on 1099-misc (172,380) less employee officer benefits included in line 5 (69,462) plus salaries and wages allocated to nonoperating margin 62,605 plus salaries and wages allocated to asset accounts 1,165,707 total wages accrued and/or paid $3,294,972”

“The following is a breakdown of the expenses reported as other expenses on form 990, part ix, line 24e other electric expense - line damage repair $187,235 transmission expense 74,724 taxes 338,946 total other expenses per form 990, line 24e $600,905”

“The form 990 instructions specifically state that the amount of patronage dividends paid to the members should be reported on part ix, line 4. The phrase "patronage dividends paid" refers to the process, subsequent to year-end, by which the cooperative allocates patronage capital to and, therefore, operates at cost with its members. The cooperative's tax exempt purpose is to provide electricity to its members and to do so on a cooperative basis. Tax law defines "operating on a cooperative basis" as subordination of capital, democratic control, and operation at cost. The cooperative operates at cost through the allocation of true patronage dividends (also referred to as allocations of patronage capital) to its members. Patronage dividends are considered paid if the allocation is made (1) pursuant to a pre-existing obligation, (2) from the margins produced from the transactions done with or for members, and (3) in a fair and equitable basis on the basis of patronage (i.e. Purchases). Additionally, the allocation of patronage dividends should be made within a reasonable time period after the close of the cooperative's year-end of december 31. Each one of these requirements for a true patronage dividend is provided for in the non-profit operation article of the cooperative's bylaws and is summarized as follows: (a) in order to induce patronage and to assure that the cooperative will operate on a nonprofit basis, the cooperative is obligated to account on a patronage basis to all its members for all amounts received and receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against such services (i.e. Margins from the provision of electric energy). (b) the margins from the provision of electric energy are received with the understanding that they are furnished by the members as capital. (c) the cooperative is obligated to pay by credits to a capital account for each member for all such margins. And (d) all such amounts credited to the capital account of any member shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so and the member had then furnished to the cooperative corresponding amounts of capital. The amount reported on part ix, line 4 represents the amount of patronage capital that is either allocated or to be allocated to the members resulting from their purchase of electricity from the cooperative for the 2013 calendar year. The actual allocation includes equity earnings of the subsidiary, but for the purpose of the form 990, equity earnings of the subsidiary are reported as a other change in net assets. As noted above, such amounts are allocated subsequent to year-end in a fair and equitable manner on the basis of patronage (i.e. Purchases). The amounts allocated are representative of the margins from the provision of electric energy to the members and are done pursuant to the olbigation that existed in the bylaws prior to the cooperative providing electricity to its members. Therefore, these amounts meet the definition of the term "patronage dividends paid". Please note, however, that because patronage dividends is the process by which the cooperative operates at cost with its members and thereby a key component to accomplishing its exempt purpose, the cooperative has reported the amount of its 2013 margin that has been or is to be allocated to the members subsequent to year-end. Such amounts are an expense for form 990 reporting and is not an expense for financial statements prepared in accordance with generally accepted accounting principles. As a result, the difference between the cooperative's gaap basis financial statements and the revenue less expenses reported on part i, line 19 is the amount of patronage dividends reported as benefits paid to members.”

“Equity method income of subsidiary -15,535. Patronage capital retirements -1,631,574. Gain on retired capital credits 48,753. Patronage capital assignable 2,127,347. Postretirement benefit adjustment 137,500.”

“The board as a whole is responsible for overseeing the financial statement audit and selecting the independent financial statement auditor.”