2015-11-16T11:44:07-06:00 2014-12-31 990 2014-01-01 530116145 NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION NATI 7039075960 4301 WILSON BLVD FIN8-110 ARLINGTON VA 22203 VENEICIA LOCKHART VP,FINANCE 7039075960 2015-11-16 2014 2016-02-25 16:41:14Z JO ANN EMERSON 4301 WILSON BLVD FIN8-110 ARLINGTON VA 22203 192950537 0 X NRECA.COOP X 1942 DC MEMBERSHIP ASSOCIATION DEDICATED TO REPRESENTING THE NATIONAL INTERESTS OF COOPERATIVE ELECTRIC UTILITIES AND THE CONSUMERS THEY SERVE. NRECA HAS MORE THAN 1,000 MEMBER COOPERATIVES THAT SERVE 42 MILLION CONSUMERS IN 47 STATES. 47 47 861 0 8374825 753826 3383261 6015735 173519147 163253285 147484 142930 17427265 15917896 194477157 185329846 0 0 0 0 138977738 111269335 0 0 0 63563027 76337185 202540765 187606520 -8063608 -2276674 169297953 186789779 86094175 101396295 83203778 85393484 X THE NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION (NRECA) IS THE SERVICE ORGANIZATION FOR 1,050 RURAL ELECTRIC COOPERATIVES, PUBLIC POWER DISTRICTS AND PUBLIC UTILITIY DISTRICTS. NRECA'S MISSION IS TO ENGAGE IN THE COMPILATION AND DISSEMINATION OF INFORMATION WITH RESPECT TO RURAL ELECTRIFICATION AND THE FURNISHING OF OTHER SERVICES TO RURAL ELECTRIC COOPERATIVES AND OTHERS IN CONNECTION WITH THE COORDINATION, ADVANCEMENT, AND DEVELOPMENT OF RURAL ELECTRIFICATION IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, FOR THE PRIMARY AND MUTUAL BENEFIT OF THE MEMBERS OF THE ASSOCIATION AND THEIR CONSUMER MEMBERS. 0 0 REGULATORY & LEGISLATIVE: NRECA PROVIDES LEGAL AND SUPPORT SERVICES TO MEMBERS RELATED TO COMPLIANCE AND REGULATORY ISSUES. IN ADDITION, NRECA CONVEYS TO MEMBERS OF CONGRESS AND THEIR STAFFS, FEDERAL AGENCIES AND THE ADMINISTRATION VIEWS OF THE 42 MILLION CONSUMERS-MEMBERS SERVICED BY RURAL ELECTRIC COOPERATIVES, AS WELL AS KEEPING OUR MEMBERSHIP INVOLVED WITH THE LEGISLATIVE PROCESS. CONSULTING, TRAINING, & CONFERENCES: NRECA PROVIDES MEMBERS WITH ESSENTIAL INDUSTRY SPECIFIC TRAINING AS WELL AS DIRECTOR, MANAGER, AND EMPLOYEE TRAINING; CONSULTING RELATED TO THE ORGANIZATION AND PROCESS IMPROVEMENTS, AND INDUSTRY AND TECHNOLOGICAL CHANGES; AND CONFERENCES AND MEMBERSHIP MEETINGS, PROMOTING COLLABORATION AND NETWORKING. MULTIPLE EMPLOYER BENEFIT PLAN ADMINISTRATION: NRECA PROVIDES PLAN ADMINISTRATION SERVICES ON A COST REIMBURSABLE BASIS TO THREE MULTIPLE EMPLOYER BENEFIT PROGRAMS IN WHICH NRECA MEMBER COOPERATIVES CAN PARTICIPATE. THEY CONSIST OF TWO RETIREMENT PROGRAMS, THE RETIREMENT SECURITY PROGRAM, WHICH IS A DEFINED BENEFIT PENSION PLAN, AND THE NRECA 401(K) PENSION PLAN, WHICH IS A DEFINED CONTRIBUTION PENSION PLAN. THESE TWO PLANS SERVE MORE THAN 60,000 ACTIVE AND RETIRED EMPLOYEES OF NRECA MEMBER COOPERATIVES. THE THIRD PLAN IS THE GROUP BENEFITS TRUST, WHICH PROVIDES MEDICAL, DENTAL, VISION, DISABILITY, LIFE, TRAVEL, AND ACCIDENT INSURANCE TO NRECA MEMBER COOPERATIVES. THE RS AND 401(K) PENSION PLANS ARE EXPEMPT FROM INCOME TAXES UNDER IRS SECTION 401 AND THE GROUP BENEFITS TRUST IS EXEMPT UNDER IRS SECTION 501(C)(9). 0 1 0 1 0 0 0 1 0 1 1 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 1 1 0 1 411 0 861 0 1 1 0 0 0 0 0 X 47 47 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X X VENEICIA LOCKHART 7039075960 4301 WILSON BLVD FIN8-110 ARLINGTON VA 222031860 TONY ANDERSON BOARD MEMBER 4.00 X 23500 0 0 LAWRENCE BECKER BOARD MEMBER 10.00 X 20950 0 0 VERNON BRINKLEY BOARD MEMBER 1.00 X 4950 0 0 PHIL CARSON SECRETARY TREASURER 12.00 X X 44300 0 0 RAYMOND CLOUD BOARD MEMBER 5.00 X 17600 0 0 MEL COLEMAN VICE PRESIDENT 18.00 X X 54200 0 0 MICHELLE DAVIA BOARD MEMBER 6.00 X 16800 0 0 DANIEL DYER BOARD MEMBER 5.00 X 15200 0 0 LARRY ELKINS BOARD MEMBER 6.00 X 20800 0 0 DENNIS ESAKI BOARD MEMBER 1.00 X 5600 0 0 ROY FRIEDERSDORF BOARD MEMBER 2.00 X 13600 0 0 EDWARD GARCIA BOARD MEMBER 2.00 X 4800 0 14229 ESTON GLOVER BOARD MEMBER 5.00 X 14400 0 0 MICHAEL GUIDRY BOARD MEMBER 1.00 X 5600 0 0 SCOTT HALLOWELL BOARD MEMBER 6.00 X 20300 0 0 WILLIAM HART BOARD MEMBER 12.00 X 23950 0 0 ANGUS HASTINGS BOARD MEMBER 2.00 X 4800 0 0 MARK HOFER BOARD MEMBER 7.00 X 21750 0 0 CLARENCE KELLER BOARD MEMBER 2.00 X 2000 0 2000 KERRY KELTON BOARD MEMBER 6.00 X 23350 0 0 MEERA KOHLER BOARD MEMBER 9.00 X 23200 0 0 DONALD LINK BOARD MEMBER 2.00 X 0 0 8800 THOMAS MADSEN BOARD MEMBER 5.00 X 1700 0 12700 TOM MCQUISTON BOARD MEMBER 5.00 X 13600 0 0 DON MCQUITTY BOARD MEMBER 4.00 X 20950 0 0 GALEN MILLS BOARD MEMBER 4.00 X 0 0 12000 SAM NICHOLS BOARD MEMBER 5.00 X 19600 0 1000 RUSSELL NIELSEN BOARD MEMBER 9.00 X 20000 0 0 CURTIS NOLAN PRESIDENT 20.00 X X 87900 0 0 ROBERT OCCHI BOARD MEMBER 6.00 X 21750 0 0 RONALD OSTERHOUT BOARD MEMBER 1.00 X 4000 0 0 GAIL PAINE BOARD MEMBER 1.00 X 9550 0 1000 GARY POTTER BOARD MEMBER 5.00 X 21600 0 0 LANNY RODGERS BOARD MEMBER 5.00 X 8000 0 11900 KEITH ROSS BOARD MEMBER 6.00 X 20000 0 0 RONALD SCHWARTAU BOARD MEMBER 8.00 X 5900 0 23200 CB SHARP BOARD MEMBER 1.00 X 4800 0 0 DAVID SPRADLIN BOARD MEMBER 6.00 X 21900 0 0 BRYAN WOLFE BOARD MEMBER 9.00 X 19350 0 0 CURTIS WYNN BOARD MEMBER 7.00 X 28800 0 0 SANDRA GREEN BOARD MEMBER 4.00 X 24000 0 0 WILLIAM NOEL BOARD MEMBER 16.00 X 20000 0 0 MICHAEL PETERSON BOARD MEMBER 7.00 X 17600 0 0 REUBEN RITTHALER BOARD MEMBER 1.00 X 20000 0 0 CHARLES ED SHORT BOARD MEMBER 9.00 X 24600 0 0 TIMOTHY SMITH BOARD MEMBER 6.00 X 0 0 0 STEPHEN WALTER BOARD MEMBER 8.00 X 27000 0 0 ERIC ANDERSON BOARD MEMBER 4.00 X 17600 0 0 CHRIS CHRISTENSEN BOARD MEMBER 5.00 X 10400 0 0 LYNN JACOBSON BOARD MEMBER 3.00 X 2400 0 8800 JOE MARTIN BOARD MEMBER 4.00 X 14400 0 0 MARK BROWN BOARD MEMBER 3.00 X 0 0 0 KELLEY SMITH BOARD MEMBER 5.00 X 11650 0 0 JIM STUART BOARD MEMBER 3.00 X 14400 0 0 GREG WHITE BOARD MEMBER 5.00 X 14400 0 0 KENNETH COLBURN BOARD MEMBER 8.00 X 14800 0 0 DAVID IHA BOARD MEMBER 6.00 X 14800 0 0 JO ANN EMERSON CHIEF EXECUTIVE OFFICER 47.00 X 1291122 0 99515 JAMES BAUSELL SR. VP, COMMUNICATIONS 52.00 X 309633 0 158088 PETER BAXTER SR. VP INSURANCE & FINANCIAL SERVICES 61.00 X 500204 0 115371 STEPHEN GUTH VP, VENDOR MANAGEMENT & LEGAL SERVICES 43.00 X 210701 0 32736 KIRK JOHNSON SR. VP, GOVERMENT RELATIONS 58.00 X 347792 0 96353 VENEICIA LOCKHART SR VP, FINANCE 46.00 X 254081 0 116310 MARTIN LOWERY EXEC VP, EXTERNAL AFFAIRS 40.00 X 543462 0 105485 LAURA MARSHALL SCHEPIS VP, POLITICAL AFFAIRS 55.00 X 235591 0 54633 RICH MEYER SR. VP, GENERAL COUNSEL 50.00 X 310519 0 112866 PETER MORRIS VP & CHIEF INVESTMENT OFFI 43.00 X 1764089 0 100696 STEPHEN SANKER VP RELATIONSHIP MANAGEMENT 69.00 X 297889 0 128211 MONICA SCHMIDT VP NATIONAL CONSULTING GRO 51.00 X 268214 0 96270 DANIELLE SIEVERLING VP, MAS CCO 50.00 X 269239 0 53717 THOMAS STANGROOM VP & CIO 52.00 X 385513 0 150280 JOHN WADE VP RISK MGT & CHIEF ACTUARY 52.00 X 349930 0 92595 BRIAN CAVEY VP, LEGISLATIVE AFFAIRS 49.00 X 289285 0 94067 JEFFREY CONNOR CHIEF OF STAFF TO THE CEO 54.00 X 268222 0 52269 JAY MORRISON VP REGULATORY ISSUES 59.00 X 252006 0 91733 SHAARA ROMAN SR. VP, HUMAN RESOURCES 50.00 X 301511 0 54989 TRACEY STEINER SR. VP EDUCATION & TRAINING 52.00 X 266223 0 102141 DENISE ARANOFF-BROWN COO, TOUCHSTONE ENERGY 41.00 X 178201 0 38685 JAMES SPIERS VP, BUSINESS & TECH. STRATEGIES 47.00 X 261584 0 110107 DAN WADDLE SR. VP, NRECA INT'L LTD 57.00 X 0 267074 198498 MARK ASHTON PORTFOLIO MANAGER 46.00 X 703861 0 92932 PRABHA CARPENTER SR EQUITY RESEARCH ANALYST 45.00 X 601676 0 122043 DOUGLAS KERN SR FIXED INCOME PORTFOLIO 46.00 X 900006 0 106593 STUART TEACH SR EQUITY PORTFOLIO MANAGE 42.00 X 1240003 0 96117 JOHN SZCZUR DIRECTOR PENSION INVESTMEN 40.00 X 403156 0 95926 GLENN L ENGLISH EXEC DIRECTOR/CEO 0.00 X 359966 0 0 PATRICK E GIOFFRE EXEC VP, INTERNAL SERVICES 0.00 X 846158 0 0 PERRY RUBART FORMER DIRECTOR 0.00 X 12144 0 0 15181081 267074 2864855 347 1 1 0 AVISON YOUNG WASHINGTON DC LLC 1999 K ST NW SUITE 650 WASHINGTON DC DC 20006 BUILDING RELATED SERVICES 790282 CORESITE LP 1050 17TH ST SUITE 800 DENVER CO 80266 COMPUTER SERVICES 555931 MICROSOFT LICENSING GP 1401 ELM STREET 5TH FLOOR DALLAS TX 75202 SOFTWARE LICENSING 551254 ASGK PUBLIC STRATEGIES 730 N FRANKLIN ST SUITE 450 CHICAGO IL 60654 CONSULTING SERVICES 514902 COPPER RIVER INFORMATION TECHNOLOGY 16600 CENTERFIELD DRIVE SUITE 205 EAGBLE RIVER AK 99577 EQUIPMENT & MAINTENANCE 478493 45 5765735 250000 6015735 REIMBURSED COSTS 524292 110572575 110572575 MEMBERSHIP DUES 900099 29466221 29466221 TRAINING & PROFESSIONAL SERVICES 541900 9460550 4257163 5203387 ADVERTISING INCOME 511120 2050570 2050570 SUBSCRIPTION INCOME 511120 1163367 1163367 10540002 10540002 163253285 142930 142930 538548 8734 529814 13987403 7620691 6366712 6366712 5775658 591054 MEETINGS & CONFERENCES 541900 9012636 9012636 9012636 185329846 170939286 8374825 0 15063727 63172687 14743711 13013132 5276078 579129 1689330 104585 703526 14429960 1069107 3532805 1477598 2315085 5629571 5951803 5521719 376465 UNRELATED BUSINESS INCO 288254 MULTIPLE EMPLOYEE PLAN 14607000 EQUIPMENT MAINTENANCE 3987679 SPON PURCH RES. EQ. 3276732 10796837 187606520 22618115 19158364 28519301 41143186 19255 38450 3697614 4214686 144618325 55125125 86392262 89493200 140688 143150 12013388 15375852 15897330 17222891 169297953 186789779 19533868 30461852 29848658 30746620 322113 370018 36389536 39817805 86094175 101396295 X 0 0 0 0 83203778 85393484 83203778 85393484 169297953 186789779 X -2276674 166569 4299811 X 0 1 X 1 1 1 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 29466221 2410000 2410000 2946622 -536622 0 1 X 10809143 10809143 87404804 28891344 58513460 13880344 8864067 5016277 32524034 17369714 15154320 89493200 14548545 C CAPITAL TERM CERTIFICATES 827307 C 15375852 PATRONAGE CAPITAL CERTIFICATES 465909 DEFERRED COMPENSATION FUND (EMPLOYEES) 13495352 TENANT ESCROW 370018 EMPLOYEE AND EXECUTIVE OPTION PURCHASE PLAN 2891612 17222891 POST RETIREMENT BENEFITS OTHER THAN PENSIONS 17058328 DEFERRED COMPENSATION FUND (EMPLOYEES) 13495352 EMPLOYEE AND EXECUTIVE OPTION PURCHASE PLAN 2881542 COOPERATIVE RESEARCH NETWORK RESTRICTED FUNDS 6261151 OTHER RESTRICTED FUNDS AND MISCELLANEOUS 121432 39817805 X 230456031 45126185 45126185 185329846 0 185329846 228432894 40826374 40826374 187606520 0 187606520 PART IV, LINE 2B: SECURITY DEPOSITS/ESCROW AMOUNTS ARE HELD FOR BUILDING TENANTS PART X, LINE 2: NRECA ADOPTED THE PROVISIONS OF FASB INTERPRETATION NO. 48, ACCOUNTING FOR UNCERTAINLY IN INCOME TAXES, DURING THE YEAR ENDING DECEMBER 31, 2007. FOR THE PERIOD FROM NRECA'S INCEPTION TO DECEMBER 31, 2013, NO UNRECOGNIZED TAX PROVISION OR BENEFIT EXISTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: REV FROM SUBS NOT INLCUDED IN FORM 990 LESS TENANT EXPENSES ON PART VII, 6B 45,126,185. PART XII, LINE 2D - OTHER ADJUSTMENTS: EXP FROM SUBS NOT INCLUDED IN 990 PLUS TENANT EXP PART VIII, LINE 6B 40,826,374. X X 1 1 X X X X X 1 1 1 JO ANN EMERSON CHIEF EXECUTIVE OFFICER 1144532 0 0 0 146590 0 71355 0 28160 0 1390637 0 0 0 JAMES BAUSELL SR. VP, COMMUNICATIONS 303644 0 200 0 5789 0 135722 0 22366 0 467721 0 0 0 PETER BAXTER SR. VP INSURANCE & FINANCIAL SERVICE 413625 0 75200 0 11379 0 85069 0 30302 0 615575 0 0 0 STEPHEN GUTH VP, VENDOR MANAGEMENT & LEGAL SERVIC 204923 0 300 0 5478 0 11842 0 20894 0 243437 0 0 0 KIRK JOHNSON SR. VP, GOVERMENT RELATIONS 341575 0 400 0 5817 0 72222 0 24131 0 444145 0 0 0 VENEICIA LOCKHART SR VP, FINANCE 252585 0 200 0 1296 0 90145 0 26165 0 370391 0 0 0 MARTIN LOWERY EXEC VP, EXTERNAL AFFAIRS 465492 0 200 0 77770 0 78155 0 27330 0 648947 0 0 0 LAURA MARSHALL SCHEPIS VP, POLITICAL AFFAIRS 230482 0 900 0 4209 0 47285 0 7348 0 290224 0 0 0 RICH MEYER SR. VP, GENERAL COUNSEL 291292 0 10200 0 9027 0 76126 0 36740 0 423385 0 0 0 PETER MORRIS VP & CHIEF INVESTMENT OFFI 537832 0 1122115 0 104142 0 71346 0 29350 0 1864785 0 0 0 STEPHEN SANKER VP RELATIONSHIP MANAGEMENT 291517 0 200 0 6172 0 103846 0 24365 0 426100 0 0 0 MONICA SCHMIDT VP NATIONAL CONSULTING GRO 266326 0 200 0 1688 0 75404 0 20866 0 364484 0 0 0 DANIELLE SIEVERLING VP, MAS CCO 254367 0 10700 0 4172 0 45746 0 7971 0 322956 0 0 0 THOMAS STANGROOM VP & CIO 375091 0 200 0 10222 0 115196 0 35084 0 535793 0 0 0 JOHN WADE VP RISK MGT & CHIEF ACTUARY 316386 0 10200 0 23344 0 77938 0 14657 0 442525 0 0 0 BRIAN CAVEY VP, LEGISLATIVE AFFAIRS 284646 0 1250 0 3389 0 56832 0 37235 0 383352 0 0 0 JEFFREY CONNOR CHIEF OF STAFF TO THE CEO 267473 0 200 0 549 0 23022 0 29247 0 320491 0 0 0 JAY MORRISON VP REGULATORY ISSUES 250015 0 1150 0 841 0 63708 0 28025 0 343739 0 0 0 SHAARA ROMAN SR. VP, HUMAN RESOURCES 296653 0 250 0 4608 0 45334 0 9655 0 356500 0 0 0 TRACEY STEINER SR. VP EDUCATION & TRAINING 261540 0 200 0 4483 0 91995 0 10146 0 368364 0 0 0 DENISE ARANOFF-BROWN COO, TOUCHSTONE ENERGY 177388 0 200 0 613 0 9262 0 29423 0 216886 0 0 0 JAMES SPIERS VP, BUSINESS & TECH. STRATEGIES 157328 0 50200 0 54056 0 98064 0 12043 0 371691 0 0 0 DAN WADDLE SR. VP, NRECA INT'L LTD 0 263918 0 200 0 2956 0 174749 0 23749 0 465572 0 0 MARK ASHTON PORTFOLIO MANAGER 301517 0 290765 0 111579 0 88149 0 4783 0 796793 0 0 0 PRABHA CARPENTER SR EQUITY RESEARCH ANALYST 285416 0 217059 0 99201 0 94174 0 27869 0 723719 0 0 0 DOUGLAS KERN SR FIXED INCOME PORTFOLIO 328237 0 443405 0 128364 0 81978 0 24615 0 1006599 0 0 0 STUART TEACH SR EQUITY PORTFOLIO MANAGE 435021 0 732564 0 72418 0 77027 0 19090 0 1336120 0 0 0 JOHN SZCZUR DIRECTOR PENSION INVESTMEN 282700 0 87348 0 33108 0 66266 0 29660 0 499082 0 0 0 GLENN L ENGLISH EXEC DIRECTOR/CEO 0 0 0 0 359966 0 0 0 0 0 359966 0 0 0 PATRICK E GIOFFRE EXEC VP, INTERNAL SERVICES 0 0 0 0 846158 0 0 0 0 0 846158 0 0 0 PART I, LINE 1A TRAVEL FOR COMPANIONS - ACCORDING TO NRECA BOARD POLICY, THE SPOUSES OF THE PRESIDENT AND CEO CAN ACCOMPANY THEM ON A TRIP WHEREVER THERE WILL BE OFFICIAL FUNCTIONS FOR WHICH SPOUSES ARE RESPONSIBLE FOR ATTENDING. TAX IDENTIFICATION AND GROSS UP PAYMENTS: NRECA GROSSES UP PAYMENTS MADE TO STAFF UNDER THE EXECUTIVE 401(K) BONUS PLAN AND ON ELIGIBLE RELOCATION EXPENSES. PART I, LINES 4A-C PART I, LINE 4C: THE FOLLOWING PARTICIPATED IN OR RECEIVED PAYMENT FROM NRECA'S EXECUTIVE STOCK OPTION PLAN: MARK ASHTON ($11,478). PART I, LINE 4A: THE FOLLOWING EMPLOYEE RECEIVED A SEVERANCE PAYMENT: PATRICK GIOFFRE ($612,100). PART I, LINE 4B: THE FOLLOWING CURRENT AND FORMER EMPLOYEES RECEIVED PAYMENTS FROM AN EXECUTIVE NONQUALIFIED RETIREMENT PLAN. THESE AMOUNTS ARE INCLUDED AND REPORTED IN PART II, COLUMN B(III): JOANN EMERSON ($139,037); DOUG KERN ($14,460); MARTIN LOWERY ($52,006); RICH MEYER ($4,623); PETER MORRIS ($72,497); STUART TEACH ($48,787); JOHN WADE ($10,414); GLENN ENGLISH ($359,966); PAT GIOFFRE ($123,298). COOPERATIVE ENERGY SERVICES FOR PROFIT SUBSIDIARY-1 OFFICERS,2 KEY EMPLOYEES ARE OFFICERS OF CES 221539 ADMINISTRATIVE SERVICES AGREEMENT 0 RE ADVISORS CORPORATION AND RE INVESTMENT CORPORATION FOR PROFIT SUBSIDIARY- 4 KEY EMPLOYEES SERVE AS OFFICERS & DIRS 13466180 ROYALTY PAYMENTS AND ADMIISTRATIVE SERVICES AGREEMENT 0 COOPERATIVE BENEFIT ADMINISTRATORS FOR PROFIT SUBSIDIARY-3 KEY EMPLOYEES SERVE AS A DIRECTOR 15170092 ADMINISTRATIVE SERVICES AGREEMENT 0 ELECTRIC COOPERATIVE LIFE INSURANCE FOR PROFIT SUBSIDIARY-2 KEY EMPLOYEES SERVE AS A DIRECTOR 58517 ADMINISTRATIVE SERVICES AGREEMENT 0 NRECA UNITED FOR PROFIT SUBSIDIARY-1 OFFICER, 2 KEY EMPLOYEES SERVE AS UNITED OFFICERS 0 EXPENSE REIMBURSEMENT 0 COOPERATIVE INSURANCE SERVICES FOR PROFIT SUBSIDIARY-2 KEY EMPLOYEES SERVE AS A DIRECTOR 9206 ADMINISTRATIVE SERVICES AGREEMENT 0 ARKANSAS ELECTRIC COOPERATIVE CORPORATION FOR PROFIT MEMBER OF NRECA WITH ONE SHARED DIRECTOR 1110983 VARIOUS SERVICES PROVIDED TO MEMBER 0 ASSOCIATED ELECTRIC COOPERATIVE FOR PROFIT MEMBER OF NRECA WITH ONE SHARED DIRECTOR 1022531 VARIOUS SERVICES PROVIDED TO MEMBER 0 WESTERN FARMERS ELECTRIC COOPERATIVE FOR PROFIT MEMBER OF NRECA WITH ONE SHARED DIRECTOR 320742 VARIOUS SERVICES PROVIDED TO MEMBER 0 BASIN ELECTRIC POWER COOPERATIVE FOR PROFIT MEMBER OF NRECA WITH ONE SHARED DIRECTOR 728656 VARIOUS SERVICES PROVIDED TO MEMBER 0 KAMO POWER FOR PROFIT MEMBERSHIP WITH ONE SHARED DIRECTOR 316309 VARIOUS SERVICES PROVIDED TO MEMBER 0 FORM 990, PART VI, SECTION A, LINE 2 SOME NRECA DIRECTORS, OFFICERS, AND KEY EMPLOYEES ALSO SERVE AS DIRECTORS OR OFFICERS OF THE FOLLOWING NRECA SUBSIDIARIES AND AFFILIATED ENTITIES: NRECA UNITED; NRECA INTERNATIONAL LTD; NRECA INTERNATIONAL FOUNDATION; COOPERATING ENERGY SERVICES; RE ADVISORS CORPORATION; RE INVESTMENT CORPORATION; COOPERATIVE BENEFIT ADMINISTRATORS; ELECTRIC COOPERATIVE LIFE INSURANCE COMPANY; COOPERATING INSURANCE SERVICES; AND NRECA WOOD QUALITY CONTROL. FORM 990, PART VI, SECTION A, LINE 6 ALL VOTING MEMBERS MUST BE ENTITIES WHOSE OPERATIONS ARE CONSISTENT WITH COOPERATIVE PRINCIPLES AND THE OBJECTIVES AND MISSION OF NRECA AND FALL INTO ONE OF THE FOLLOWING THREE CATEGORIES: (1) DISTRIBUTION (ELECTRIC DISTRIBUTION COOPERATIVES OR PUBLIC UTILITY DISTRICTS); (2) GENERATION AND TRANSMISSION (COOPERATIVES OR ASSOCIATIONS ENGAGED IN THE MARKETING, GENERATION AND/OR TRANSMISSION WHOLESALE BULK ELECTRICITY); AND (3) SERVICE MEMBERS (NOT ENGAGED IN DISTRIBUTION, GENERATION, OR TRANSMISSION OF ELECTRICITY BUT WHOSE MEMBERS CONSIST OF DISTRIBUTION OR G&T COOPERATIVES) FORM 990, PART VI, SECTION A, LINE 7A THE NRECA BOARD OF DIRECTORS IS COMPOSED OF 47 PERSONS, ONE FROM EACH STATE WHERE THERE IS AN OPERATING ELECTRIC SYSTEM WITH MEMBERSHIP IN NRECA. DIRECTORS, EACH OF WHOM MUST BE A MEMBER, DIRECTOR, OFFICER, OR 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 PRESIDENT, VICE PRESIDENT, AND SECRETARY TREASURER ARE ELECTED EVERY TWO YEARS BY THE BOARD FROM AMONG ITS MEMBERS. THE CHIEF EXECUTIVE OFFICER IS ALSO SELECTED BY THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B NRECA MEMBERS MUST APPROVE ANY DECISION MADE BY THE NRECA BOARD RELATING TO (1) CHANGERS IN DUES FORMULAS AND MULTIPLIERS; (2) EXPULSION AND REMOVAL OF MEMBERS; AND (3) REMOVAL OF ANY OFFICER OR DIRECTOR. FORM 990, PART VI, SECTION B, LINE 11 NRECA FORM 990 IS PREPARED BY A SENIOR ACCOUNTANT WITHIN FINANCE. THE SENIOR VP OF FINANCE REVIEWS THE FORM 990 AND SUPPORTING WORKPAPERS IN DETAIL. THE FORM 990 IS THEN POSTED ON THE NRECA BOARD OF DIRECTORS' WEBSITE FOR THEIR REVIEW AND COMMENTS AT LEAST 7 DAYS PRIOR TO THE RETURN BEING FILED. FORM 990, PART VI, SECTION B, LINE 12C 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. THE SENIOR VP OF FINANCE REVIEWS EACH QUESTIONNAIRE AND FOLLOWS UP ON ANY CONFLICTS WITH THE RESPECTIVE DIRECTOR, OFFICER, OR KEY EMPLOYEE ALONG WITH NRECA'S CORPORATE COUNSEL. FORM 990, PART VI, SECTION B, LINE 15 LINE 15A (CEO COMPENSATION): THE CEO EVALUATION COMMITTEE OF THE BOARD IS RESPONSIBLE FOR EVALUATING THE PERFORMANCE OF THE CEO. THE COMMITTEE REVIEWS COMPETITIVE SALARY SURVEY DATA PROVIDED BY HUMAN RESOURCES AND DEVELOPS A SALARY INCREASE RECOMMENDATION THAT IS PRESENTED TO THE FULL BOARD BASED ON THE CEO'S PERFORMANCE. NRECA'S HUMAN RESOURCES DEPARTMENT REVIEWS INDEPENDENT COMPENSATION STUDIES ANNUALLY TO VERIFY THE CEO'S COMPENSATION IS WITHIN A COMPETITIVE RANGE FOR CEO'S OF COMPARABLE ORGANIZATIONS AND PROVIES THIS INFORMATION TO THE COMMITTEE. THE BOARD REVIEWS AND APPROVES THE CEO'S COMPENSATION ANNUALLY. LINE 15B (OTHER OFFICERS/KEY EMPLOYEES):NRECA ENGAGES AN OUTSIDE CONSULTING FIRM SUCH AS MERCER TO CONDUCT AN INDEPENDENT COMPENSATION STUDY EVERY THREE TO FOUR YEARS FOR ALL TYPICAL POSITIONS TO ENSURE NRECA'S PAY GRADES AND COMPENSATION ARE COMPETITIVE. PAY GRADES ARE REVIEWED ANNUALLY AND MAY BE ADJUSTED BY A COMPETITIVE FACTOR AS DETERMINED BY RESULTS OF INDEPENDENT COMPETITIVE MARKET SURVEYS. NRECA HAS WRITTEN POLICIES AND PROCEDURES GOVERNING ITS SALARY BUDGET PROCESS. THE SALARY BUDGET PROCESS IS INTENDED TO ENABLE MANAGERS TO MAKE RATIONAL, PERFOMANCE BASED DECISIONS CONCERNING MERIT SALARY INCREASES WITHIN THE ASSOCIATION'S BUDGETARY CONSTRAINTS. HOWEVER, IT DOES NOT GUARANTEE AN INCREASE TO ANY EMPLOYEE. THE SALARY BUDGET PROCESS IS COMPRISED OF THE FOLLOWING STEPS: (1) APPROVAL OF NRECA'S MERIT POOL 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 MERIT INCREASE RECOMMENDATIONS BY HUMAN RESOURCES AND THE CHIEF EXECUTIVE OFFICER; AND (5) COMMUNICATION OF MERT INCREASE DECISIONS TO STAFF. FORM 990, PART VI, SECTION C, LINE 19 NRECA DISTRIBUTES A COPY OF 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 FORM 990 TO THE GENERAL PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: NET INCOME OF SUBSIDIARIES 4,299,811. NRECA INTERNATIONAL FOUNDATION 4301 WILSON BLVD ARLINGTON VA 22203 521409279 CHARITIABLE ACTIVITES VA 501(C)(3) 509(A)(C) TYPE II NRECA 1 NRECA INTERNATIONAL LTD 4301 WILSON BLVD ARLINGTON VA 22203 521387851 INTERNATIONAL RURAL ELECTRIFICATION VA 501(C)(6) NRECA 1 FUNDACION ENERGETICA BOLIVIANA 4301 WILSON BLVD ARLINGTON VA 22203 BOLIVIAN RURAL ELECTRIFICATION BL NRECA 1 NRECA WOOD QUALITY CONTROL INC 4301 WILSON BLVD ARLINGTON VA 22203 521446660 WOOD POLE TESTING VA 501(C)(6) NRECA 1 GLENN ENGLISH NAT'L LEADERSHIP COOP FND 4301 WILSON BLVD ARLINGTON VA 22203 461424031 AWARDING OF SCHOLARSHIPS VA 501(C)(3) 509 (A) (3) TYPE I 1 COOPERATIVE INSURANCE SERVICES 4301 WILSON BLVD ARLINGTON VA 22203 521076274 INSURANCE AGENT VA NRECA UNITED C 46289 688290 1.00000 1 ELECTRIC COOPERATIVE LIFE INSURANCE CO 4301 WILSON BLVD ARLINGTON VA 22203 860262046 LIFE & HOSPITALIZATION INSURANCE VA NRECA C 68774 1822776 1.00000 1 COOPERATIVE BENEFIT ADMINISTRATORS 4301 WILSON BLVD ARLINGTON VA 22203 521327041 CLAIMS ADMINISTRATOR VA NRECA UNITED C 14826959 8460208 1.00000 1 COOPERATIVE ENERGY SERVICES 4301 WILSON BLVD ARLINGTON VA 22203 521490710 SOFTWARE INTEGRATION DEVELOPMENT VA NRECA UNITED C 274939 -608079 1.00000 1 RE INVESTMENT INC 4301 WILSON BLVD ARLINGTON VA 22203 521679315 INVESTMENT BROKER VA NRECA UNITED C 121828 1.00000 1 RE ADVISERS INC 4301 WILSON BLVD ARLINGTON VA 22203 521694000 INVESTMENT ADVISER VA RE INVESTMENT INC C 17858617 14372708 1.00000 1 NRECA UNITED INC 4301 WILSON BLVD ARLINGTON VA 22203 521765915 HOLDING COMPANY VA ELCO C 1271967 1.00000 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 1 0 0 NRECA INTERNATIONAL FOUNDATION L 103264 ACCOUNTING RECORDS NRECA INTERNATIONAL FOUNDATION N 16403 ACCOUNTING RECORDS NRECA INTERNATIONAL FOUNDATION Q 1205110 ACCOUNTING RECORDS NRECA INTERNATIONAL LTD L 771231 ACCOUNTING RECORDS NRECA INTERNATIONAL LTD N 109832 ACCOUNTING RECORDS NRECA INTERNATIONAL LTD Q 9816042 ACCOUNTING RECORDS NRECA WOOD QUALITY CONTROL INC L 117726 ACCOUNTING RECORDS NRECA WOOD QUALITY CONTROL INC Q 1448555 ACCOUNTING RECORDS NRECA WOOD QUALITY CONTROL INC O 449168 ACCOUNTING RECORDS COOPERATIVE INSURANCE SERVICES L 9206 ACCOUNTING RECORDS ELECTRIC COOPERATIVE LIFE INSURANCE CO L 10000 ACCOUNTING RECORDS ELECTRIC COOPERATIVE LIFE INSURANCE CO Q 48517 ACCOUNTING RECORDS COOPERATIVE BENEFIT ADMINISTRATORS L 5380624 ACCOUNTING RECORDS COOPERATIVE BENEFIT ADMINISTRATORS N 466449 ACCOUNTING RECORDS COOPERATIVE BENEFIT ADMINISTRATORS O 7940445 ACCOUNTING RECORDS COOPERATIVE BENEFIT ADMINISTRATORS Q 1382574 ACCOUNTING RECORDS COOPERATIVE ENERGY SERVICES L 31159 ACCOUNTING RECORDS COOPERATIVE ENERGY SERVICES O 7223 ACCOUNTING RECORDS COOPERATIVE ENERGY SERVICES Q 183157 ACCOUNTING RECORDS RE INVESTMENT INC O ACCOUNTING RECORDS RE INVESTMENT INC L 2496377 ACCOUNTING RECORDS RE INVESTMENT INC Q ACCOUNTING RECORDS RE ADVISERS INC L 3663169 ACCOUNTING RECORDS RE ADVISERS INC Q 6220782 ACCOUNTING RECORDS RE ADVISERS INC O 568636 ACCOUNTING RECORDS RE ADVISERS INC A 529814 ACCOUNTING RECORDS GLENN ENGLISH FOUNDATION Q 7285 ACCOUNTING RECORDS