2013-11-13T09:11:12-06:00 2012-12-31 750882037 BOLINGER SEGARS GILBERT AND MOSS LLP 8215 NASHVILLE AVENUE LUBBOCK TX 79423 990 2012-01-01 740754103 BLUEBONNET ELECTRIC COOPERATIVE INC BLUE 8886222583 PO BOX 729 BASTROP TX 786020729 ELIZABETH KANA 8886222583 2013-11-05 1 Matt R Willis P00419741 8067473806 2013-11-05 2012 2016-03-07 17:11:31Z MARK ROSE PO BOX 729 BASTROP TX 786020729 190489183 0 X WWW.BLUEBONNETELECTRIC.COOP X 1939 TX TO PROVIDE QUALITY AND RELIABLE ELECTRIC SERVICE TO MEMBERS OF THE COOPERATIVE. 11 11 306 0 70798 -4198 0 0 200196675 188633530 489042 -177277 433212 1261142 201118929 189717395 153587 176140 5070176 4701734 21146861 22688188 0 0 0 174196081 161534321 200566705 189100383 552224 617012 418811992 423391637 272273804 275010815 146538188 148380822 X COMMITMENT TO OUR MEMBERS TO BE THE BEST WE CAN BE AT DELIVERING RELIABLE ELECTRIC POWER AND RELATED SERVICES AT A COMPETITIVE PRICE. TO FACILIATE THIS COMMITMENT, WE WILL CONTINUE TO INVEST IN THE LATEST PROVEN TECHNOLOGIES, GOOD STEWARDSHIP OF OUR ENVIRONMENT AND THE COMMUNITIES WE SERVE, AS WELL AS IN THE HEALTH AND SAFETY OF THE PUBLIC, OUR MEMBERS AND EMPLOYEES - THE TRUE SOURCE OF ENERGY OF BLUEBONNET. 0 0 PROVIDING ELECTRIC ENERGY TO OUR MEMBERS - 83,041 ACTIVE SERVICES AT YEAR END WERE PROVIDED ELECTRICITY ON A COOPERATIVE BASIS THROUGH THE ALLOCATION OF PATRONAGE CAPITAL. 0 0 0 0 0 0 0 1 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 1 0 0 0 0 0 0 1 1 1 0 1 127 0 306 1 1 1 0 0 0 0 181160091 4287250 0 X 11 11 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X ELIZABETH KANA 8886222583 155 ELECTRIC AVENUE BASTROP TX 78602 X RICHARD SCHMIDT 4.70 1.00 X X 41985 0 0 E BENNIE FLENCHER 3.40 1.00 X X 37630 0 0 KENNETH MUTSCHER 6.40 1.00 X X 31568 0 0 BYRON BALKE 4.50 1.00 X X 29003 0 0 JAMES KERSHAW 2.70 1.00 X X 27427 0 0 LYLE WOLZ 3.90 1.00 X 23290 0 0 ROBERT MIKESKA 4.20 1.00 X 38112 0 0 MILTON SHAW 8.70 1.00 X 25279 0 0 RODERICK EMANUEL 6.50 1.00 X 26234 0 0 RUSSELL JURK 6.60 1.00 X 25484 0 0 SUANNA TUMLINSON 11.70 1.00 X 30665 0 0 MARK ROSE 50.00 X 557095 0 130536 ELIZABETH KANA 50.00 X 252997 0 93064 MATT BENTKE 55.00 X 283258 0 108461 SARAH NEWMAN-ALTAMIRANO 50.00 X 192777 0 45886 RACHEL ELLIS 50.00 X 134532 0 76198 ERIC KOCIAN 50.00 X 189388 0 62392 JOHN A SANDERS 50.00 X 166803 0 82976 GRANT GUTIERREZ 50.00 X 168027 0 60766 THOMAS ELLIS 50.00 X 129333 0 32461 LESLIE BARRIOS 50.00 X 133775 0 19175 RICHARD MCCAN 67.10 X 139966 0 35181 DERRICK LOZANO 71.30 X 152027 0 36201 PATRICIA ALLEN 50.00 X 105036 0 15666 2941691 0 798963 18 0 1 0 ASPLUNDH TREE EXPERT CO 1700 SOLUTIONS CENTER CHICAGO IL 60677 RIGHT OF WAY 14262484 LINE TECH 402 TECHNOLOGY DRIVE BASTROP TX 78602 CONSTRUCTION 2451440 ABC PROFESSIONAL TREE SERVICES INC 201 FLINT RIDGE ROAD WEBSTER TX 77598 RIGHT OF WAY 1865287 T&D SOLUTIONS LLC PO BOX 11948 ALEXANDRIA LA 71315 OVERHEAD LINE CONSTRUCTION 1438944 NIROW INC PO BOX 450 CORRIGAN TX 75939 RIGHT OF WAY 1081163 20 X ELECTRICITY SALES 221000 185206623 185206623 TRANS.LINE LEASE 221000 1961335 1961335 PATRONAGE DIVIDENDS 221000 1465572 1465572 188633530 160978 70798 90180 4970 4970 738753 388473 373 0 738380 388473 1126853 1126853 26783 365038 -338255 -338255 -338255 461419 406377 55042 55042 MISCELLANEOUS INCOME 221000 74277 74277 74277 189717395 188762849 70798 883748 X 176140 4701734 2941833 12689014 3032384 2966524 1058433 10668747 17133826 PURCHASED POWER 115048297 DISTRIBUTION EXPENSE 11083687 ADMIN & GENERAL EXP 4398122 CUSTOMER SERVICE 3032565 169077 189100383 3231666 3326093 11566506 5599482 26781777 18251727 1460878 1229661 3485429 4300410 8203985 7415335 461445468 95110730 352010164 366334738 10448611 11067638 1622976 5866553 418811992 423391637 23875805 19049378 300856 464753 223254645 235362518 24842498 20134166 272273804 275010815 X 1180845 1121125 0 0 145357343 147259697 146538188 148380822 418811992 423391637 X 617012 1225622 X X 0 1 X 1 1 1 0 1 X 4619247 4619247 29805368 5124691 24680677 412614793 89986039 322628754 14406060 14406060 366334738 DEFERRED CREDITS 459753 ACCRUED PROPERTY & OTHER OPERATING TAXES 695428 ACCRUED EMPLOYEE COMPENSATED ABSENCES 1481640 ACCRUED INTEREST 887109 CONSUMER DEPOSITS 3426859 UNCLAIMED CAPITAL CREDIT RETIREMENTS 2073158 ACCUMULATED PROVISION FOR PENSION AND BENEFITS 11110219 20134166 X Part IV, Line 2b: PURSUANT TO SECTION 74.3013 OF THE TEXAS PROPERTY CODE, THE COOPERATIVE HAS ESTABLISHED A RURAL SCHOLARSHIP FUND WITH RETIREMENTS OF PATRONAGE CAPITAL, WHICH HAVE REMAINED UNCLAIMED FOR A PERIOD OF THREE YEARS. THE AMOUNTS DEPOSITED INTO THE RURAL SCHOLARSHIP FUND ARE APPROVED BY THE STATE OF TEXAS AND CAN ONLY BE USED FOR SCHOLARSHIPS TO ENABLE STUDENTS FROM RURAL AREAS TO ATTEND COLLEGE, TECHNICAL SCHOOL OR OTHER POST SECONDARY EDUCATION INSTITUTION. ANY AMOUNTS SO DEPOSITED INTO THE RURAL SCHOLARSHIP FUND ARE STILL PAYABLE TO THE PERSON TO WHOM THE ORIGINAL PAYMENT WAS MADE BUT UNCLAIMED. ALSO PURSUANT TO SECTION 74.3013 OF THE TEXAS PROPERTY CODE, THE COOPERATIVE HAS ESTABLISHED AN ECONOMIC DEVELOPMENT FUND WITH RETIREMENTS OF PATRONAGE CAPITAL, WHICH HAVE REMAINED UNCLAIMED FOR A PERIOD OF THREE YEARS. THE AMOUNTS DEPOSITED INTO THE ECONOMIC DEVELOPMENT FUND ARE APPROVED BY THE STATE OF TEXAS AND CAN ONLY BE USED FOR THE STIMULATION AND IMPROVEMENT OF BUSINESS AND COMMERCIAL ACTIVITY FOR ECONOMIC DEVELOPMENT IN RURAL COMMUNITIES. ANY AMOUNTS SO DEPOSITED INTO THE ECONOMIC DEVELOPMENT FUND ARE STILL PAYABLE TO THE PERSON TO WHOM THE ORIGINAL PAYMENT WAS MADE BUT UNCLAIMED. ALSO PURSUANT TO SECTION 74.3013 OF THE TEXAS PROPERTY CODE, THE COOPERATIVE HAS ESTABLISHED AN ENERGY EFFICIENCY ASSISTANCE FUND WITH RETIREMENTS OF PATRONAGE CAPITAL, WHICH HAVE REMAINED UNCLAIMED FOR A PERIOD OF THREE YEARS. THE AMOUNTS DEPOSITED INTO THE ENERGY EFFICIENCY ASSISTANCE FUND ARE APPROVED BY THE STATE OF TEXAS AND CAN ONLY BE USED TO ASSIST MEMBERS OF AN ELECTRIC COOPERATIVE IN REDUCING THEIR ENERGY CONSUMPTION AND ELECTRICITY BILLS. ANY AMOUNTS SO DEPOSITED INTO THE ENERGY EFFICIENCY ASSISTANCE FUND ARE STILL PAYABLE TO THE PERSON TO WHOM THE ORIGINAL PAYMENT WAS MADE BUT UNCLAIMED. Description of Uncertain Tax Positions Under FIN 48: Part X, Line 2: THE COOPERATIVE FOLLOWS THE "UNCERTAIN TAX POSITIONS" PROVISIONS OF ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA. THE PRIMARY TAX POSITION OF THE COOPERATIVE IS ITS FILING STATUS AS A TAX EXEMPT ENTITY. THE COOPERATIVE DETERMINED THAT IT IS MORE LIKELY THAN NOT THAT THEIR TAX POSITION WILL BE SUSTAINED UPON EXAMINATION BY THE INTERNAL REVENUE SERVICE, OR STATE TAXING AUTHORITY, AND THAT ALL TAX BENEFITS ARE LIKELY TO BE REALIZED UPON SETTLEMENT WITH TAXING AUTHORITIES. Part VIII THE AMOUNT OF INVESTMENTS - PROGRAM RELATED ON FORM 990, PAGE 11, PART X, LINE 13 DOES NOT EQUAL OR EXCEED 5 PERCENT OF THE TOTAL ASSETS ON FORM 990, PAGE 11, PART X, LINE 16, COLUMN B. CONSEQUENTLY IN ACCORDANCE WITH IRS INSTRUCTIONS SCHEDULE D, PART VIII HAS BEEN LEFT BLANK. Part IX THE AMOUNT OF OTHER ASSETS ON FORM 990, PAGE 11, PART X, LINE 15 DOES NOT EQUAL OR EXCEED 5 PERCENT OF THE TOTAL ASSETS ON FORM 990, PAGE 11, PART X, LINE 16, COLUMN B. CONSEQUENTLY IN ACCORDANCE WITH IRS INSTRUCTIONS SCHEDULE D, PART IX HAS BEEN LEFT BLANK. 0 BASTROP CHAMBER OF COMMERCE 927 MAIN STREET BASTROP TX 78602 740501825 501(C)(6) 5015 TO SUPPORT OPERATIONS OF THE ORGANIZATION. WILDERNESS RIDGE INC 349 CR 177 LEANDER TX 79641 760294142 501(C)(3) 15000 FAIR MARKET VALUE FUEL TO SUPPORT OPERATIONS OF THE ORGANIZAION. 1 1 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. X X X 0 1 0 MARK ROSE 393977 0 160000 0 3118 0 122367 0 8169 0 687631 0 0 0 ELIZABETH KANA 223599 0 27600 0 1798 0 73021 0 20043 0 346061 0 0 0 MATT BENTKE 244884 0 37500 0 874 0 88386 0 20075 0 391719 0 0 0 SARAH NEWMAN-ALTAMIRANO 191969 0 0 0 808 0 15950 0 29936 0 238663 0 0 0 RACHEL ELLIS 121316 0 12342 0 874 0 54567 0 21631 0 210730 0 0 0 ERIC KOCIAN 170448 0 18000 0 940 0 35925 0 26467 0 251780 0 0 0 JOHN A SANDERS 147167 0 15000 0 4636 0 69759 0 13217 0 249779 0 0 0 GRANT GUTIERREZ 150719 0 16500 0 808 0 34578 0 26188 0 228793 0 0 0 THOMAS ELLIS 123313 0 4750 0 1270 0 24076 0 8385 0 161794 0 0 0 LESLIE BARRIOS 127835 0 5000 0 940 0 10561 0 8614 0 152950 0 0 0 RICHARD MCCAN 135740 0 3255 0 971 0 27800 0 7381 0 175147 0 0 0 DERRICK LOZANO 148382 0 3273 0 372 0 28877 0 7324 0 188228 0 0 0 Part I, Line 4b MARK ROSE $38,744 Supplemental Information Part III Part II, Column C INCLUDED IN THIS AMOUNT IS THE INCREASE IN ACTUARIAL VALUE OF BENEFITS PAYABLE UNDER A DEFINED BENEFIT RETIREMENT PLAN. THE CONTRIBUTION RATE FOR PARTICIPANTS IN THE NRECA R&S DEFINED BENEFIT PENSION PLAN ARE THE SAME FOR ALL INDIVIDUALS IN THIS MULTI-EMPLOYER PLAN. THE CHANGE IN ACTUARIAL VALUE FOR EACH PARTICIPANT, HOWEVER, VARIES WITH AGE. IN OTHER WORDS, THE OLDER A PLAN PARTICIPANT IS, THE GREATER THE INCREASE IN THAT INDIVIDUAL'S CHANGE IN ACTUARIAL VALUE, ALL OTHER THINGS BEING EQUAL. BECAUSE THIS RELATES TO A MULTI-EMPLOYER PLAN, CASH CONTRIBUTIONS TO THE PLAN IN LIEU OF THE ACTUARIAL INCREASE ARE EXPENSED IN THE FINANCIAL STATEMENTS. MARK ROSE ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $114,867 401(K) EMPLOYER MATCH 7,500 TOTAL COLUMN C: 122,367 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (114,867) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: 38,744 ADD: CASH CONTRIBUTION TO PENSION RESTORATION PLAN 66,602 TOTAL COOPERATIVE CASH CONTRIBUTION $112,846 MATT BENTKE ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $80,886 401(K) EMPLOYER MATCH 7,500 TOTAL COLUMN C: 88,386 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (80,886) ADD: CASH CONTRIBUTION TO PENSION RESTORATION PLAN 66,675 TOTAL COOPERATIVE CASH CONTRIBUTION $74,175 ELIZABETH KANA ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $65,521 401(K) EMPLOYER MATCH 7,500 TOTAL COLUMN C: 73,021 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (65,521) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: 61,341 TOTAL COOPERATIVE CASH CONTRIBUTION $68,841 SARAH NEWMAN-ALTAMIRANO ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ -0- 401(K) EMPLOYER MATCH 15,950 TOTAL COLUMN C: 15,950 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (-0-) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: -0- TOTAL COOPERATIVE CASH CONTRIBUTION $15,950 RACHEL ELLIS ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $50,323 401(K) EMPLOYER MATCH 4,244 TOTAL COLUMN C: 54,567 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (50,323) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: 26,670 TOTAL COOPERATIVE CASH CONTRIBUTION $30,914 ERIC KOCIAN ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $30,388 401(K) EMPLOYER MATCH 5,537 TOTAL COLUMN C: 35,925 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (30,388) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: 48,006 TOTAL COOPERATIVE CASH CONTRIBUTION $53,543 JOHN A SANDERS ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $64,800 401(K) EMPLOYER MATCH 4,959 TOTAL COLUMN C: 69,759 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (64,800) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: 40,005 TOTAL COOPERATIVE CASH CONTRIBUTION $44,964 GRANT GUTIERREZ ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $29,125 401(K) EMPLOYER MATCH 5,453 TOTAL COLUMN C: 34,578 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (29,125) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: 44,006 TOTAL COOPERATIVE CASH CONTRIBUTION $49,459 THOMAS ELLIS ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $20,180 401(K) EMPLOYER MATCH 3,896 TOTAL COLUMN C: 24,076 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (20,180) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: 32,137 TOTAL COOPERATIVE CASH CONTRIBUTION $36,033 LESLIE BARRIOS ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ -0- 401(K) EMPLOYER MATCH 10,561 TOTAL COLUMN C: 10,561 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (-0-) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: -0- TOTAL COOPERATIVE CASH CONTRIBUTION $10,561 RICHARD MCCAN ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $23,602 401(K) EMPLOYER MATCH 4,198 TOTAL COLUMN C: 27,800 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (23,602) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: 17,373 TOTAL COOPERATIVE CASH CONTRIBUTION $21,571 DERRICK LOZANO ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $24,299 401(K) EMPLOYER MATCH 4,578 TOTAL COLUMN C: 28,877 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN: (24,299) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN: 18,036 TOTAL COOPERATIVE CASH CONTRIBUTION $22,614 GARY GUTIERREZ GARY GUTIERREZ IS EMPLOYED BY THE COOPERATIVE. 60682 GARY GUTIERREZ IS RELATED TO GRANT GUTIERREZ, WHO IS A KEY EMPLOYEE OF THE COOPERATIVE. 0 PHILLIP ELLIS PHILLIP ELLIS IS EMPLOYED BY THE COOPERATIVE. 94139 PHILLIP ELLIS IS RELATED TO RACHEL ELLIS, WHO IS AN OFFICER OF THE COOPERATIVE. 0 DAVID TOBOLA DAVID TOBOLA IS EMPLOYED BY THE COOPERATIVE. 88851 DAVID TOBOLA IS RELATED TO RACHEL ELLIS, WHO IS AN OFFICER OF THE COOPERATIVE. 0 JOEY TOBOLA JOEY TOBOLA IS EMPLOYED BY THE COOPERATIVE. 92902 JOEY TOBOLA IS RELATED TO RACHEL ELLIS, WHO IS AN OFFICER OF THE COOPERATIVE. 0 Form 990, Part VI, Section A, line 4 ARTICLE III OF THE COOPERATIVE'S BYLAWS WERE AMENDED TO ALLOW A MEMBER TO SUBMIT AN APPLICATION AND FILING FEE, IN LIEU OF A PETITION, TO HAVE THEIR NAME ADDED TO THE BALLOT FOR THE BOARD OF DIRECTORS. Form 990, Part VI, Section A, line 6 THE COOPERATIVE WAS FORMED BY THE MEMBERS TO PROVIDE ELECTRIC SERVICE AT COST ON A COOPERATIVE BASIS. Form 990, Part VI, Section A, line 7a THE MEMBERS OF THE COOPERATIVE VOTE ON THE BOARD OF DIRECTORS. ELECTIONS ARE DONE ON A ONE MEMBER ONE VOTE BASIS. Form 990, Part VI, Section A, line 7b 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. Form 990, Part VI, Section B, line 11 MANAGEMENT PRESENTED A COPY OF THE FORM 990 TO THE BOARD FOR DISCUSSION, REVIEW AND APPROVAL PRIOR TO FILING. Form 990, Part VI, Section B, line 12c BOARD MEMBERS, OFFICERS, AND EMPLOYEES OF THE COOPERATIVE ARE REQUIRED TO REVIEW AND BE FAMILIAR WITH THE POLICIES OUTLINED IN THE COOPERATIVE'S CONFLICT OF INTEREST POLICY. OFFICERS, BOARD MEMBERS AND EMPLOYEES ARE REQUIRED TO DISCLOSE ANY ACTION OR SITUATION THAT MIGHT VIOLATE THE POLICY AS SOON AS POSSIBLE. OFFICERS AND BOARD MEMBERS ARE REQUIRED TO REPORT ANY ACTION OR SITUATION TO THE ENTIRE BOARD OF DIRECTORS; EMPLOYEES ARE REQUIRED TO REPORT ANY ACTION OR SITUATION TO MANAGEMENT. Form 990, Part VI, Section B, line 15 THE BOARD OF DIRECTORS USE A COMPENSATION SURVEY AND COMPARE COMPENSATION REPORTED ON OTHER COOPERATIVE IRS FORM 990S WHEN DETERMINING THE COMPENSATION OF THE GENERAL MANAGER. THE SURVEY SHOWS COMPARATIVE SALARIES FOR GENERAL MANAGERS FROM COOPERATIVES LOCATED IN TEXAS AND THE NATION. INTERNAL AND /OR EXTERNAL RESOURCES ARE ALSO USED TO COMPARE ANNUAL COMPENSATION WITHIN THE INDUSTRY. THE BOARD AND GENERAL MANAGER USE THE EXPERTISE OF AN INDEPENDENT COMPENSATION CONSULTANT, A COMPENSATION SURVEY, AND COMPARE COMPENSATION REPORTED ON OTHER COOPERATIVE IRS FORM 990S WHEN DETERMINING THE COMPENSATION OF THE COOPERATIVE'S OTHER EMPLOYEES MEETING THE DEFINITION OF OFFICER AND KEY EMPLOYEES, IF ANY. THE SURVEY INCLUDES SALARIES FROM SIMILAR COOPERATIVES THROUGHOUT TEXAS AND THE NATION. Form 990, Part VI, Section C, line 19 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, CONFLICT OF INTEREST POLICY, OR GOVERNING DOCUMENTS TO ANY MEMBER WHO REQUESTS A COPY. TO PROVIDE DETAIL REGARDING DIRECTOR'S COMPENSATION Form 990, Part VII, Column D THE COMPENSATION REPORTED FOR MEMBERS OF THE BOARD OF DIRECTORS INCLUDE HEALTH INSURANCE PREMIUMS PAID BY THE COOPERATIVE ON BEHALF OF THE BOARD OF DIRECTORS. TO PROVIDE DETAIL REGARDING OFFICER'S OTHER COMPENSATION Form 990, Part VII, Column F 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 A MATCHING CONTRIBUTION UP TO 3% OF A PARTICIPATING EMPLOYEE'S BASE SALARY. ADDITIONALLY, THE COOPERATIVE PARTICIPATES IN A MULTI-EMPLOYER DEFINED BENEFIT PLAN. CONTRIBUTIONS TO THIS PLAN ARE BASED ON THE FULL FUNDING LIMITATION OF SUCH PLAN. EMPLOYER CONTRIBUTIONS FOR BOTH PLANS ARE AVAILABLE TO PARTICIPATING EMPLOYEES, INCLUDING OFFICERS AND KEY EMPLOYEES, MEETING THE ELIGIBILITY REQUIREMENTS OF SUCH PLANS. THE COOPERATIVE ALSO PROVIDES HEALTH INSURANCE TO ALL EMPLOYEES, INCLUDING OFFICERS AND KEY EMPLOYEES, THROUGH A QUALIFIED PLAN. THE AMOUNT REPORTED ON PART VII, COLUMN (F) FOR THE OFFICER OR KEY EMPLOYEE IS COMPRISED OF THE ACTUARIAL INCREASE IN THE DEFINED BENEFIT PLAN FOR THE OFFICER OR KEY EMPLOYEE, THE TOTAL AMOUNT CONTRIBUTED TO THE 401(K) PENSION PLAN AND THE INSURANCE PREMIUMS PAID FOR THE BENEFIT OF THE OFFICER OR KEY EMPLOYEE. IN ADDITION TO THE ABOVE PENSION PLANS, 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 Form 990, Part VIII, Line 2 PATRONAGE DIVIDENDS 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. ACCOUNTING SYSTEM Form 990, Part IX 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. THE UNIFORM SYSTEM OF ACCOUNTING 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. RECONCILIATION OF WAGES PER RETURN TO FORM W-3 Form 990, Part IX, Lines 5-7 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 W-3 THE FOLLOWING RECONCILIATION IS PROVIDED. TOTAL PER LINES 5-7 $15,630,847 LESS DIRECTORS FEES REPORTED ON 1099-MISC (336,677) LESS EMPLOYEE OFFICER & KEY EMPLOYEE BENEFITS INCLUDED IN LINE 5 (660,279) PLUS SALARIES AND WAGES ALLOCATED TO NONOPERATING MARGIN 219,868 PLUS SALARIES AND WAGES ALLOCATED TO ASSET ACCOUNTS 3,750,741 RECONCILIATION TO W-3 $18,604,500 BREAKDOWN OF EXPENSES INCLUDED IN ADMINISTRATIVE AND GENERAL Form 990, Part IX, Line 24 THE FOLLOWING IS A BREAKDOWN OF THE EXPENSES REPORTED AS ADMINISTRATIVE AND GENERAL EXPENSE ON FORM 990, PART IX, LINE 24. OUTSIDE SERVICES EMPLOYED $1,152,505 TECHNOLOGY 1,471,948 DUES AND SUBSCRIPTIONS 173,575 GENERAL MAINTENANCE 566,142 INSURANCE 305,410 DIRECTOR EXPENSE 206,996 PROPERTY TAX 204,795 OTHER TAX EXPENSE 292,111 TRAVEL & TRANSPORTATION 24,640 TOTAL ADMINISTRATIVE AND GENERAL EXPENSE PER 990 $4,398,122 BENEFITS PAID TO MEMBERS Form 990, Part IX, Line 4 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 2012 CALENDAR YEAR. 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 OBLIGATION 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 2012 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. Changes in Net Assets or Fund Balances: Form 990, Part XI, line 9: NET DECREASE IN MEMBERSHIPS -59,720. EQUITY METHOD INCOME (LOSS) FROM INVESTMENT IN SUBSIDIARY 170,970. OTHER COMPREHENSIVE INCOME(LOSS) PROVISION FOR PENSIONS AND BENEFITS -656,599. RETIREMENT OF PATRONAGE CAPITAL -2,930,763. PATRONAGE CAPITAL ASSIGNED 4,701,734. AUDIT COMMITTEE Form 990, Part XII, Line 2c THE BOARD OF DIRECTORS HAVE ASSIGNED MEMBERS TO AN AUDIT COMMITTEE TO OVERSEE THE FINANCIAL STATEMENT AUDIT AND SELECT THE INDEPENDENT FINANCIAL STATEMENT AUDITOR. BLUEBONNET RURAL WATER CORPORATION PO BOX 729 BASTROP TX 78602 742532344 WATER DISTRIBUTION TX BLUEBONNET ELECTRIC COOPERATIVE INC C 817176 1365918 1.00000 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 BLUEBONNET RURAL WATER CORPORATION - (I) INTEREST A 70798 CASH BLUEBONNET RURAL WATER CORPORATION NA LESS THAN 50000 Q CASH BLUEBONNET RURAL WATER CORP S 231217 CASH