Intermountain Rural Electric Association

“The Cooperative was formed by the members to provide electric service at cost on a cooperative basis, as provided for in its bylaws. There is only one class of members.”

“The Association is divided into 7 districts, and each district is represented by one Board Member (Director). Board Members are elected by their respective district members to staggered four-year terms. Elections are by mail ballot, but members may vote in person at the annual meeting.”

“The Form 990, including the related schedules, is completed internally by staff of the Association under the direction of the CFO, who in turn reviews the Governance, Management and Disclosure sections required by the Form 990 and presents a draft of the completed report to the CEO for review. The return is then completed and filed.”

“Officers, directors, and key employees are required to disclose any conflicts of interest as events or circumstances giving rise to a conflict occur. The CEO reviews any potential conflicts that are brought to his attention and makes the determination for key employees. The Board of Directors reviews and makes determinations for the CEO and at the director level. Restrictions on persons with a conflict generally result in removing the person from decision making authority concerning the conflict and may, in the case of Directors, include mandatory abstention from voting on the related agenda item.”

“Compensation of the CEO is evaluated and approved by the Board of Directors, in comparison with industry standards and other cooperatives.”

“Compensation for management employees, including salaries and benefits, is evaluated by Human Resources personnel under the direction of the CEO, using comparisons with industry standards, with other cooperatives, and in consideration of local employment and economic markets. The resulting recommendations are reviewed by the CEO and with the Board of Directors.”

“The Bylaws of the Association,the Annual Report, and Board Minutes are available on the Association's web site at www.irea.coop. The Association's articles of incorporation are available on the Colorado Secretary of State's web site. Other Association documents, such as the Form 990,are available to the public upon request at the Association's headquarters office.”

“The Association entered into a joint ownership agreement for construction and operation of a 750 megawatt coal-fired electric power generation plant in Pueblo, Colorado known as Comanche III. The Association's total investment is about $400,000,000 for its 25.333% ownership interest. Publice Service Company of Colorado operates the plant. The parties share operating expenses and receive energy from the plant in proportion to their ownership interest. Comanche III has been in commercial operation since July 2010.”

“The investment in Comanche III results in no receipt of revenue or profit from the plant. Rather, the Association receives energy. The Association does not participate in joint ventures or similar arrangements with taxable entities with the expectaion of receiving revenue or profits. Therefore, no written policy or procedure is necessary.”

“Benefits Paid to Members/Margin Allocation = $37115822”

“Membership Fees = $12595”

“Other Comprehensive Income = $5985860”

“PCC Refund = -$13730764”

“Unclaimed Capital Credits = $1414130”

“The amount shown as Benefits paid to or for members represents the Patronage Capital for the year that the Cooperative credited to member capital accounts based on electric sales revenues in excess of operating costs and expenses.”