High West Energy Inc

“Article i, section 1 (b) of the cooperative's bylaws were amended to include the statement or otherwise agreeing to use the services furnished by the cooperative on a continuing basis when such services shall be available". Article iii, section 2 of the cooperative's bylaws were amended to change the statement "no member shall be eligible to become or remain a director or to hold any position of trust in the cooperative who is not a bona fide resident in the area served by the cooperative and the district from which he was elected, or who is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies that are financed through the cooperative to the members of the cooperative." to "no member shall be eligible to become or remain a director or to hold any position of trust in the cooperative whose bona fide and primary residence has not been in the area served by the coopertive and the district from which they are elected for at least the previous 180 days, or who is in any way employed by or financially interested in a competing enterprise to any of the cooperative's majority-owned businesses or a business selling electric energy or supplies to the coopertive, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies that are financed through the cooperative to the members of the cooperative." section 3 of the same article was amended to exclude the statement "on member handbook nominations and the nominations made by petition, if any. Nothing contained herein shall however, prevent additional nominations from any district to be made from the floor at the meeting of the members."”

“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. Disposal of a substantial portion of the cooperative's assets; 4. Amendment to the articles of incorporation; 5. Amendment to the 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 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.”

“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. Employer contributions to the plan are made pursuant to the plan document. Contributions to this plan are based on the full funding limitation of such plan. Employer contributions for this plan are available to participating employees, including officers, key employees and higly compensated employees, meeting the eligibility requirements of such plans. The cooperative also provides health, dental, vision and life insurance to all eligible employees through a qualified plan. The amounts reported on part vii, column (f) for the officers, key employees and highly compensated employees is comprised of the total amount contributed by the cooperative to the defined contribution plan and insurance paid on behalf of and for their benefit. In addition to the above retirement 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 income reported on page 1, part i, line 19 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/loss 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/loss from its wholly owned subsidiary. Equity method income/loss 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 net income/loss on the form 990 equal to the equtiy method income/loss from its wholly owned subsidiary.”

“The accounting records of the cooperative are maintained in accordance with the rus uniform system of accounts as prescribed for electric borrowers of the rural utilities services (rus). The uniform system of accounts does not record expenses in the general expense categories provided on part ix lines 1 - 23. The cooperative separately reports 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 are reported on line 24 under the expense categories required by the uniform system of accounts.”

“Administrative and general expense is comprised of the following: outside services employed $ 789,011 office supplies expense 320,727 general advertising expense 48,882 other insurance 76,555 regulatory commission expense 37,182 dues to associated organizations 92,822 directors expenses 42,575 maintenance of general plant 76,170 miscellaneous general expense 41,063 total administrative and general expense per 990 $ 1,524,987”

“Salaries and wages are allocated to asset, liability, and expense accounts based on the accounting system described above. The following schedule reconciles amounts reported on lines 5-7 to total wages accrued and/or paid: total per lines 5-7 $ 3,035,069 less directors fees reported on 1099-misc (175,355) less employee officer benefits included in line 5 (66,454) plus salaries and wages allocated to nonoperating margins 567,611 plus salaries and wages capitalized directly to plant 1,368,348 plus salaries and wages capitalized/expensed indirectly through clearing and other accounts 476,231 total wages accrued and/or paid $ 5,205,450”

“Other expenses is comprised of the following: transmission expense $ 63,323 sales expense 421 taxes 546,184 other electric expense - line damage repair 40,320 total other expenses per form 990, line 24e $ 650,248”

“Pursuant to the form 990 instructions, the amount of patronage dividends paid to the members (hereinafter referred to as "patrons") 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 patrons. The cooperative's tax exempt purpose is to provide electricity to its patrons 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 patrons. 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 patrons, and (3) in a fair and equitable manner 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. The amount reported on part ix, line 4 represents the amount of patronage capital that is either allocated or to be allocated to the patrons resulting from their purchase of electricity from the cooperative for the 2015 calendar year. Because patronage dividends are the process by which the cooperative operates at cost with its patrons and thereby a key component to accomplishing its exempt purpose, the cooperative has reported such amounts as an expense for form 990 reporting. Patronage dividends are not an expense for financial statements prepared in accordance with generally accepted accounting principles, however.”

“All grants, sponsorships and donations are made to non-profit and civic organizations that are located in the cooperative's service area. All donations are intended to improve the communities in which our members reside. Each grant, scholarship and/or donation made during the year was below the reporting threshold of schedule i, part ii.”

“The cooperative previously included accrued expenses (comprised of (1) accrued employee compensated absences, and (2) accrued interest.) as components of other liabilities on line 25 of part x. However, for the 2015 calendar year, the cooperative began reporting these amounts on line 17. To increase consistency, accrued expenses in the amount of $294,475 for the 2014 calendar year have been reclassed from line 25 to line 17.”

“Equity method income of subsidiary -163,738. Patronage capital retired -1,443,078. Gain on retired capital credits 239,651. Patronage capital assignable 1,638,124. Postretirement benefit adjustment 658,900.”

“The board as a whole is responsible for overseeing the financial statement audit and selecting the independent financial statement auditor. Procedural changes did not occur during the year.”