2025-11-12T09:59:30-06:00 2024-12-31 750882037 BOLINGER SEGARS GILBERT AND MOSS LLP 8215 NASHVILLE AVENUE LUBBOCK TX 79423 990 2024-01-01 751941060 GOLDEN SPREAD ELECTRIC COOPERATIVE INC GOLD 8063797766 905 S FILLMORE ST SUITE 300 AMARILLO TX 79101 ROBERT M LOWE CFO & ASSISTANT TREASURER 8063797766 2025-11-10 1 0 WILLIAM M MILLER P00439459 8067473806 2025-11-10 X 2024 2025-03-06 01:10:19Z KARI HOLLANDSWORTH 905 S FILLMORE ST SUITE 300 AMARILLO TX 79101 546142520 0 X WWW.GSEC.COOP X 1984 TX THE ORGANIZATION IS A CONSUMER-OWNED WHOLESALE ELECTRIC POWER SUPPLIER COOPERATIVE. 31 31 104 0 0 0 0 0 640957257 531186069 11957986 14147137 -281179 -167279 652634064 545165927 243778 149346 95900370 37933177 28977985 24677726 0 0 0 527511931 482405678 652634064 545165927 0 0 1377698574 1366174653 906557483 885051794 471141091 481122859 TO DELIVER COST EFFECTIVE, COMPETITIVE AND RELIABLE POWER TO PROVIDE A SECURE ENERGY FUTURE FOR GENERATIONS TO COME BY CREATING OPPORTUNITIES, CULTIVATING COOPERATION AND NAVIGATING INDUSTRY RISK. 0 0 THE ORGANIZATION PROVIDES WHOLESALE ELECTRIC ENERGY UNDER LONG-TERM POWER PURCHASE AGREEMENTS WITH ITS 16 ELECTRIC DISTRIBUTION COOPERATIVE MEMBERS. WHOLESALE POWER IS PROVIDED ON A COOPERATIVE BASIS THROUGH THE ALLOCATION OF PATRONAGE CAPITAL. 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 1 0 0 0 0 0 1 0 0 0 1 163 0 104 1 0 0 0 0 0 172647590 20721889 0 0 0 X 31 31 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X ROBERT M LOWE CFO ASSISTANT TRE 8063797766 905 S FILLMORE ST SUITE 300 AMARILLO TX 79101 X ALBERT DANIEL DIRECTOR 4.90 0.50 X 49098 0 0 ANDREW KEITH HICKS DIRECTOR 4.00 0.50 X 42718 0 0 BEN FRANKLIN DIRECTOR 4.20 0.50 X 36609 0 0 BENNY DEAN NIXON DIRECTOR 3.80 0.50 X 27099 0 0 BRENT LEE MCMILLIAN DIRECTOR 4.70 0.50 X 29786 0 0 CECIL DAVIS DIRECTOR 4.10 0.50 X 32645 0 0 DALE ANCELL DIRECTOR 7.20 0.50 X 49729 0 0 DANNY HELMS DIRECTOR 4.50 0.50 X 38402 0 15000 DAVID SELL DIRECTOR 7.40 0.50 X 43465 0 0 DAVID TIPTON DIRECTOR 5.00 0.50 X 36983 0 10000 DAVID MCCLAIN SECRETARY/TREASURER 7.60 0.50 X X 41705 0 9000 DAVID MARRICLE DIRECTOR 6.20 0.50 X 43012 0 0 DWAIN STRANGE DIRECTOR 3.90 0.50 X 24260 0 0 GRACE SUBEALDEA DIRECTOR 7.50 0.50 X 45031 0 0 GREG HENLEY VICE CHAIRMAN 3.80 0.50 X X 33960 0 0 JEFF COPELAND DIRECTOR 4.60 0.50 X 34222 0 0 KELLY LANKFORD CHAIRMAN 7.10 0.50 X X 39117 0 0 KEVIN HUMPHREYS DIRECTOR 4.10 0.50 X 27068 0 0 MARK HEGI DIRECTOR 4.50 0.50 X 31526 0 0 MICHAEL SOUDER DIRECTOR 3.40 0.50 X 24936 0 0 PAT JACKSON DIRECTOR 3.90 0.50 X 30679 0 0 RANDY WHITE DIRECTOR 4.60 0.50 X 42367 0 0 RANDY MAHANNAH DIRECTOR 3.70 0.50 X 25205 0 0 RICHARD BLAKE MOORE DIRECTOR 4.00 0.50 X 29556 0 0 RYAN BARTLETT DIRECTOR 6.20 0.50 X 34918 0 0 SHAD MCDANIEL DIRECTOR 7.80 0.50 X 52435 0 0 SHAWN MARTINEZ DIRECTOR 10.40 0.50 X 37096 0 0 SYNDA SMITH DIRECTOR 6.10 0.50 X 26382 0 0 TIMOTHY J BURKHALTER DIRECTOR 5.90 0.50 X 33378 0 0 VICK CHRISTIAN DIRECTOR 5.90 0.50 X 35723 0 0 WILLIAM WHITTEN DIRECTOR 4.10 0.50 X 35156 0 0 ZAC PERKINS DIRECTOR 7.30 0.50 X 39549 0 0 KARI HOLLANDSWORTH PRESIDENT & CHIEF EXECUTIVE OFFICER 45.00 X 906358 0 452585 ROBERT M LOWE CHIEF FINANCIAL OFFICER & ASST TREASURER 40.00 X 391258 0 117409 JAMES GUY GEN COUNSEL & CHIEF LEGAL/COMPLIANCE OFFICER 50.00 X 399068 0 123071 JOHN EICHELMANN VP - MEMBER SVCS & POWER DELIVERY 45.00 X 392340 0 122233 MATTHEW MOORE VP - COMMERICAL & ASSETS OPERATIONS 40.00 X 355242 0 153447 MICHAEL WISE SENIOR VP - REG/MKT STRATEGY 45.00 2.00 X 352418 0 147839 DAVID MARSH SENIOR PRODUCTION ASSET MANAGER 38.00 2.00 X 230467 0 85682 ROBERT MCMINN DIRECTOR - POWER DELIVERY 40.00 X 257878 0 137256 CLIFTON USLETON EXECUTIVE IT DIRECTOR 48.00 2.00 X 228579 0 83228 BRET YEARY DIRECTOR - POWER SUPPLY 42.00 1.00 X 252828 0 140073 4920251 0 1596823 66 0 1 0 GE VERNOVA INTERNATIONAL LLC 58 CHARLES STREET CAMBRIDGE MA 02141 CONSTRUCTION 18755538 ACES POWER MARKETING LLC 4140 WEST 99TH STREET CARMEL IN 46032 PURCHASE POWER SERVICES 5462456 THE INDUSTRIAL COMPANY 3831 TECHNOLOGY FOREST BLVD THE WOODLANDS TX 77381 CONSTRUCTION 3428792 SIEMENS GAMESA RENEWABLE ENERGY INC DEPT CH 10075 PALATINE IL 60055 MAINTENANCE 2172539 TAW MIAMI SERVICE CENTER INC 9930 NW 89TH AVE MEDLEY FL 33178 MAINTENANCE 1815591 66 X WHOLESALE POWER 221000 501590988 501590988 TRANSMISSION ACCESS & OTHER REV. 221000 28756753 28756753 PATRONAGE DIVIDENDS 221000 826044 826044 OTHER PROGRAM REVENUE 221000 12284 12284 531186069 14147137 14147137 809314 976593 -167279 -167279 -167279 545165927 531186069 0 13979858 X 149346 37933177 4600826 12768026 3568821 1819218 1920835 27493221 53660586 PURCHASED POWER 131631326 TRANSMISSION EXPENSE 101098412 PLANT OPERATIONS & MAIN 69642582 FUEL EXPENSE 57297097 41582454 545165927 X 107653239 104883874 211966231 207580128 37558256 41904862 186758370 190758256 1351002020 539076365 825203253 811925655 8559225 9121878 1377698574 1366174653 107006444 98188651 574651339 550532798 27168046 30745961 197731654 205584384 906557483 885051794 X 0 0 9269568 9156243 461871523 471966616 471141091 481122859 1377698574 1366174653 X 0 9981768 X X 0 1 X 1 0 2826034 2826034 19204272 7844467 11359805 10687779 10687779 1251144631 524719556 726425075 20792343 46346961 6512342 60626962 811925655 ACCUMULATED PROVISION FOR 457B PLAN 2916522 ASSET RETIREMENT OBLIGATION 7528452 LEASE LIABILITY - RIGHT OF USE 10687779 DEFERRED CREDITS - SFA EXPENSE 5913285 DEFERRED CREDITS - OTHER 1106838 CURRENT REGULATORY LIABILITIES 42036882 REGULATORY LIABILITY - FERC APPROVED DEFERRED REVENUE PLAN 135331649 REGULATORY LIABILITY - OTHER 62977 205584384 X 534646232 0 534646232 10519695 10519695 545165927 506064464 0 506064464 39101463 39101463 545165927 PART X, LINE 2: GOLDEN SPREAD'S WHOLLY OWNED SUBSIDIARY, GSPWR, WAS TAXABLE AS A C CORPORATION UNDER THE INTERNAL REVENUE CODE THROUGH MARCH 31, 2023; AT WHICH TIME GSPWR ELECTED, AS A SINGLE MEMBER LLC, TO BE A DISREGARDED ENTITY OF GOLDEN SPREAD FOR INCOME TAX PURPOSES. GSEC PROPERTIES IS A SINGLE-MEMBER LLC AND IS A DISREGARDED ENTITY OF GOLDEN SPREAD FOR INCOME TAX PURPOSES. GOLDEN SPREAD HAS ADOPTED THE UNCERTAIN TAX POSITIONS PROVISIONS OF GAAP. FOR THE YEAR ENDED DECEMBER 31, 2023, THE PRIMARY TAX POSITION OF GOLDEN SPREAD AND DISREGARDED ENTITIES IS THAT ALL POWER SALES ARE PATRONAGE SOURCED INCOME AND ELIGIBLE FOR THE PATRONAGE EXCLUSION. FOR THE YEAR ENDED DECEMBER 31, 2024, THE PRIMARY TAX POSITION OF GOLDEN SPREAD IS ITS FILING STATUS AS A TAX-EXEMPT ENTITY BASED ON THE ANNUAL 85% TEST DISCUSSED ABOVE. GOLDEN SPREAD, ALL DISREGARDED ENTITIES, AND GSPWR (PRIOR TO CONVERSION TO A DISREGARDED ENTITY) HAVE DETERMINED THAT IT IS MORE LIKELY THAN NOT THAT THESE TAX POSITIONS WILL BE SUSTAINED UPON EXAMINATION BY THE INTERNAL REVENUE SERVICE OR OTHER STATE TAXING AUTHORITY AND THAT ALL TAX BENEFITS ARE LIKELY TO BE REALIZED UPON SETTLEMENT WITH TAXING AUTHORITIES. GOLDEN SPREAD, INCLUDING ALL DISREGARDED ENTITIES, AND GSPWR PRIOR TO MARCH 31, 2023, FILED SEPARATE INCOME TAX RETURNS IN THE U.S. FEDERAL JURISDICTION AND ARE NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY FEDERAL TAXING AUTHORITIES FOR YEARS BEFORE 2021. GSEC PROPERTIES AND GSPWR ALSO FILE IN THE STATE OF TEXAS AND ARE NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE APPLICABLE STATE TAXING AUTHORITY FOR YEARS BEFORE 2020. PART XI, LINE 4B - OTHER ADJUSTMENTS: NET DEFERRED REVENUE PER FERC APPROVED PLAN RECOVERY OF OTHER PRIOR YEAR BOOK-TAX ADJUSTMENTS RECLASSIFICATION OF RENTAL & OTHER NON-OPERATING EXPENSES PART XII, LINE 4B - OTHER ADJUSTMENTS: RECLASSIFICATION OF RENTAL & OTHER NON-OPERATING EXPENSES PATRONAGE CAPITAL ALLOCATED OR TO BE ALLOCATED PART IX: THE AMOUNT OF OTHER ASSETS ON FORM 990, PAGE 11, PART X, LINE 13 DOES NOT EQUAL OR EXCEED 5% 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. 1 OPPORTUNITY PLAN INC PO BOX 1035 CANYON TX 79015 756020405 501(C)(3) 6000 0 SCHOLARSHIPS MASSACHUSETTS INSTITUTE OF TECHNOLOGY 77 MASSACHUSETTS AVE ROOM E19-411 CAMBRIDGE MA 02139 042103594 501(C)(3) 40000 0 RESEARCH SCHOLARSHIPS AMARILLO AREA FOUNDATION 801 S FILLMORE SUITE 700 AMARILLO TX 79101 750978220 501(C)(3) 5350 0 TO ASSIST IN FUNDING CHARITABLE ORGANIZATIONS AND PROGRAMS SUPPORTED BY THE FOUNDATION SOUTH TEXAS ELECTRIC COOP INC PO BOX 119 NURSERY TX 77976 741393760 501(C)(12) 25000 0 2024 DONATION 3 1 X X 1 0 X X X X X 0 1 0 KARI HOLLANDSWORTH PRESIDENT & CHIEF EXECUTIVE OFFICER 887336 0 3150 0 15872 0 411587 0 40998 0 1358943 0 0 0 JAMES GUY GEN COUNSEL & CHIEF LEGAL/COMPLIANCE 395286 0 1650 0 2132 0 87529 0 35542 0 522139 0 0 0 JOHN EICHELMANN VP - MEMBER SVCS & POWER DELIVERY 368305 0 6650 0 17385 0 120064 0 2169 0 514573 0 0 0 MATTHEW MOORE VP - COMMERICAL & ASSETS OPERATIONS 338480 0 3150 0 13612 0 115478 0 37969 0 508689 0 0 0 ROBERT M LOWE CHIEF FINANCIAL OFFICER & ASST TREAS 388699 0 1650 0 909 0 81151 0 36258 0 508667 0 0 0 MICHAEL WISE SENIOR VP - REG/MKT STRATEGY 330381 0 12142 0 9895 0 110560 0 37279 0 500257 0 0 0 ROBERT MCMINN DIRECTOR - POWER DELIVERY 251414 0 5100 0 1364 0 98366 0 38890 0 395134 0 0 0 BRET YEARY DIRECTOR - POWER SUPPLY 234515 0 4250 0 14063 0 100498 0 39575 0 392901 0 0 0 DAVID MARSH SENIOR PRODUCTION ASSET MANAGER 215740 0 2650 0 12077 0 51117 0 34565 0 316149 0 0 0 CLIFTON USLETON EXECUTIVE IT DIRECTOR 222862 0 4350 0 1367 0 46075 0 37153 0 311807 0 0 0 PART I, LINE 1A AIR TRAVEL IS OCCASIONALLY CHARTED IN ORDER FOR DIRECTORS TO ATTEND BOARD MEETINGS. SUCH CHARTERED FLIGHTS ARE BOOKED WHEN SIMILAR TO OR ADVANTAGEOUS COMPARED TO COMMERCIAL FLIGHTS OR MILEAGE DUE TO THE SIGNIFICANT TRAVEL REQUIREMENTS OF VARIOUS MEMBER COOPERATIVES IN REMOTE PARTS OF TEXAS. MULTIPLE DIRECTORS PARTICIPATE IN A SINGLE CHARTERED FLIGHT. ANNUAL DUES ARE PAID FOR OFFICERS TO A 501(C)(7) RESTAURANT CLUB LOCATED IN DOWNTOWN AMARILLO (THE AMARILLO CLUB). MEMBERSHIP PROVIDES A CONVENIENT BUSINESS ENVIRONMENT TO CONDUCT MEETINGS. PURSUANT TO POLICY, GYM MEMBERSHIP DUES ARE ALSO PAID AS PART OF A WELLNESS PLAN. DURING 2024, ONE EMPLOYEE REPORTED ON FORM 990, PART VII, SECTION A (EICHELMANN) RECEIVED THIS BENEFIT FOR A TOTAL COST OF $1,302. TAX GROSS UP PAYMENTS ARE INCLUDED IN COMPENSATION. SUCH GROSS-UP PAYMENTS ARE FOR CLUB MEMBERSHIP DUES AND THE OCCASIONAL GIFT CARD. DURING 2024, ONE EMPLOYEE REPORTED ON FORM 990, PART VII, SECTION A (EICHELMANN) RECEIVED THIS BENEFIT FOR A TOTAL COST OF $419. PART I, LINE 4B KARI HOLLANDSWORTH PARTICIPATES IN A SEPARATE SECTION 457(F) NON-QUALIFIED DEFERRED COMPENSATION (NQDC) PLAN, KNOWN AS THE EXECUTIVE BENEFIT RESTORATION PLAN. TOTAL BENEFITS ACCRUED UNDER THE PLAN WERE $295,166. NO AMOUNTS WERE VESTED AND PAID DURING THE YEAR. JAMES GUY PARTICIPATES IN THE EXECUTIVE BENEFIT RESTORATION PLAN NQDC. TOTAL BENEFITS VESTED, PAID AND INCLUDED AS W-2 WAGES DURING THE YEAR WAS $11,475. NO AMOUNTS WERE VESTED AND PAID DURING THE YEAR. JOHN EICHELMANN ALSO PARTICIPATED IN THE EXECUTIVE BENEFIT RESTORATION NQDC PLAN. TOTAL BENEFITS VESTED, PAID, AND INCLUDED AS W-2 WAGES DURING THE YEAR WAS $10,614. NO AMOUNTS WERE VESTED AND PAID DURING THE YEAR. ROBERT LOWE PARTICIPATES IN THE EXECUTIVE BENEFIT RESTORATION PLAN NQDC. TOTAL BENEFITS VESTED, PAID AND INCLUDED AS W-2 WAGES DURING THE YEAR WAS $10,910. NO AMOUNTS WERE VESTED AND PAID DURING THE YEAR. MATTHEW MOORE PARTICIPATES IN THE EXECUTIVE BENEFIT RESTORATION PLAN NQDC. TOTAL BENEFITS VESTED, PAID AND INCLUDED AS W-2 WAGES DURING THE YEAR WAS $4,680. NO AMOUNTS WERE VESTED AND PAID DURING THE YEAR. PART II, COLUMN C: AMOUNTS REPORTED IN PART II, COLUMN C INCLUDE THE EMPLOYER CONTRIBUTION TO A 401(K) DEFINED CONTRIBUTION PLAN. THIS IS AN ACTUAL EXPENSE TO THE COOPERATIVE. ALSO INCLUDED IS THE INCREASE IN ACTUARIAL VALUE OF BENEFITS PAYABLE UNDER A DEFINED BENEFIT RETIREMENT PLAN. FOR A MULI-EMPLOYER PLAN, THIS REPORTS CHANGES IN THE BENEFITS EARNED BUT IS NOT REPRESENTATIVE OF THE ACTUAL EXPENSE TO THE COOPERATIVE. CONTRIBUTIONS TO A MULTI-EMPLOYER PLAN, RATHER THAN THE ACTUARIAL INCREASE, ARE EXPENSED BY THE COOPERATIVE. WITH RESPECT TO THE ACTUARIAL INCREASE, 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. GAIL EICHELMANN FAMILY RELATIONSHIP - KEY EMPLOYEE (J. EICHELMANN) 154659 EMPLOYMENT 0 FORM 990, PART VI, SECTION A, LINE 4 DURING THE YEAR THE COOPERATIVE'S BYLAWS WERE AMENDED. THERE WERE SEVERAL AMENDMENTS THAT RELATED TO SUCH ITEMS AS MEMBERSHIP, EXPANSION OF POTENTIAL ACTION ITEMS AT THE ANNUAL MEETING OF THE MEMBERS, THE ABILITY TO VOTE BY PROXY, BOARD OF DIRECTORS, AND NON-PROFIT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 THE COOPERATIVE WAS FORMED BY THE MEMBERS TO PROVIDE WHOLESALE ELECTRIC POWER AT COST ON A COOPERATIVE BASIS. FORM 990, PART VI, SECTION A, LINE 7A THE ORGANIZATION WAS FORMED BY ITS MEMBERS TO PROVIDE WHOLESALE POWER AND TRANSMISSION SERVICES AT COST ON A COOPERATIVES BASIS. EACH MEMBER IS ENTITLED TO APPOINT TWO INDIVIDUALS TO SERVE AS ITS VOTING REPRESENTATIVE ON THE BOARD OF DIRECTORS. 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. DISPOSAL OF A SUBSTANTIAL PORTION OF THE COOPERATIVE'S ASSETS 4. AMENDMENT TO THE ARTICLES OF INCORPORATION 5. EXPULSION OF ANOTHER MEMBER FOR CONDUCT DETRIMENTAL TO THE COOPERATIVE. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN EXTERNAL ACCOUNTING FIRM. PRIOR TO FILING, MANAGEMENT PROVIDES A DRAFT OF THE FORM 990 TO THE AUDIT COMMITTEE OF THE BOARD FOR DISCUSSION AND REVIEW. ANY COMMENTS RECEIVED FROM THE BOARD ARE ADDRESSED PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C ON AN ANNUAL BASIS, OFFICERS AND EMPLOYEES ARE REQUIRED TO COMPLETE AND SIGN A CONFLICT OF INTEREST CERTIFICATION AND DISCLOSURE FORM. IF POLICIES NEED TO BE UPDATED, THEY ARE DRAFTED AND THEN REVIEWED WITH LEGAL COUNSEL BEFORE PRESENTATION TO THE BOARD OF DIRECTORS FOR THEIR REVIEW AND APPROVAL. OFFICERS AND DIRECTORS SUBMIT FEDERAL ENERGY REGULATORY COMMISSION FORM 561 "ANNUAL REPORT OF INTERLOCKING POSITIONS". FORM 990, PART VI, SECTION B, LINE 15 THE BOARD OF DIRECTORS USE A COMPENSATION SURVEY WHEN DETERMINING THE COMPENSATION OF THE COOPERATIVE'S PRESIDENT/CEO. THE SURVEY INCLUDES SALARIES FROM SIMILARLY SITUATED COOPERATIVES THROUGHOUT TEXAS AND THE NATION. THE FORM 990 OF SIMILARLY SITUATED WHOLESALE POWER SUPPLY COOPERATIVES IS ALSO USED BY THE BOARD OF DIRECTORS TO ASSIST IN ESTABLISHING COMPENSATION FOR THE PRESIDENT & CEO. THE BOARD AND THE PRESIDENT/CEO USE A COMPENSATION SURVEY 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 SIMILARLY SITUATED COOPERATIVES THROUGHOUT TEXAS AND THE NATION. FORM 990, PART VI, SECTION C, LINE 19 THE COOPERATIVE WILL PROVIDE A COMPLETE COPY OF ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND AUDITED FINANCIAL STATEMENTS TO ANY MEMBER WHO REQUESTS A COPY OF ANY SUCH DOCUMENT. ANNUALLY, THE COOPERATIVE PROVIDES A COPY OF THE AUDITED FINANCIAL STATEMENTS AND ACCOMPANYING FOOTNOTES TO THE MEMBERS OF THE COOPERATIVE WITH THE ANNUAL REPORT. THE ANNUAL REPORT ARE ALSO LOCATED ON THE COOPERATIVE'S WEBSITE. 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. EMPLOYER CONTRIBUTIONS TO THE PLAN ARE MADE PURSUANT TO THE PLAN DOCUMENT. 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, KEY EMPLOYEES AND HIGHLY COMPENSATED EMPLOYEES, MEETING THE ELIGIBILITY REQUIREMENTS OF SUCH PLANS. THE COOPERATIVE ALSO PROVIDES HEALTH, DENTAL, VISION, LONGTERM DISABILITY, AND ACCIDENTAL DEATH & DISMEMBERMENT INSURANCE TO ALL EMPLOYEES, INCLUDING OFFICERS, KEY EMPLOYEES AND HIGHLY COMPENSATED EMPLOYEES, THROUGH A QUALIFIED PLAN. THE AMOUNTS REPORTED IN PART VII, COLUMN (F) FOR THE OFFICERS AND HIGHLY COMPENSATED EMPLOYEES IS COMPRISED OF THE ACTUARIAL INCREASE IN THE DEFINED BENEFIT PLAN, THE TOTAL AMOUNT CONTRIBUTED TO THE 401(K) PENSION PLAN AND EMPLOYER PAID INSURANCE PREMIUMS. FORM 990, PART VIII, LINE 2: PATRONAGE DIVIDENDS RESULT FROM THE PAYMENT OF INTEREST TO 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. FORM 990, PART IX, LINE 4: 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 WHOLESALE POWER 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 ALLOCATED TO THE PATRONS RESULTING FROM THEIR PURCHASE OF WHOLESALE POWER FROM THE COOPERATIVE FOR THE 2024 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. PART IX, LINE 24(E) - OTHER EXPENSE OTHER EXPENSES IS COMPRISED OF THE FOLLOWING: CERTAIN CIVIC, POLITICAL & RELATED ACTIVITIES $ 139,750 OPERATING TAXES 5,781,201 OTHER OPERATING EXPENSES & REGULATORY ASSESSMENTS 17,014,951 GENERAL & ADMINISTRATIVE EXPENSES 17,646,357 EXPENSES FROM NONUTILITY OPERATIONS 1,000,193 TOTAL OTHER EXPENSES PER FORM 990, PART IX $41,582,452 FORM 990, PART IX: THE ACCOUNTING RECORDS OF THE COOPERATIVE ARE MAINTAINED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND THE ACCOUNTING SYSTEM PRESCRIBED BY THE FEDERAL ENERGY REGULATORY COMMISION (FERC) FOR ELECTRIC UTILITIES. UNDER THE FERC APPROVED ACCOUNTING SYSTEM,THE ACCOUNTING RECORDS OF THE COOPERATIVE ARE MAINTAINED IN ACCORDANCE WITH A UNIFORM SYSTEM OF ACCOUNTS (USOA) THAT IS DESIGNED FOR ELECTRIC UTILITIES AND REGULATORY REPORTING. THE USOA DOES NOT RECORD EXPENSES IN THE FUNCTIONAL 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 ITS ACCOUNTING SYSTEM. ALL OTHER EXPENSES OF THE COOPERATIVE ARE ON THE APPLICABLE LINE BASED ON THE FUNCTIONAL EXPENSE CATEGORIES REQUIRED BY THE USOA. LINE I AND PART X - TAX EXEMPT STATUS AND BEGINNING BALANCE SHEET: CHANGE IN TAX STATUS: GOLDEN SPREAD ELECTRIC COOPERATIVE, INC. ("THE COOPERATIVE") GENERATES AND TRANSMITS ELECTRICITY WITH AND FOR ITS MEMBER-PATRONS AND DOES SO ON A COOPERATIVE BASIS. PURSUANT TO INTERNAL REVENUE CODE SECTION 501(C)(12), THE COOPERATIVE IS EXEMPT FROM FEDERAL INCOME TAXES IN ANY YEAR THAT 85% OR MORE OF ITS REVENUE IS RECEIVED OR RECEIVABLE FROM MEMBERS. THROUGH THE 2018 CALENDAR TAX YEAR, THE COOPERATIVE RECEIVED AT LEAST 85% OF ITS REVENUE FROM MEMBERS AND OPERATED AS A COOPERATIVE EXEMPT FROM FEDERAL INCOME TAXES. THIS TEST OF MEMBER REVENUE AND INCOME IS COMMONLY REFERRED TO AS THE 85% MEMBER INCOME TEST. ACCORDINGLY, FORM 990 WAS PREPARED AND FILED FOR THESE YEARS. FOR THE 2019 CALENDAR TAX YEAR, THE COOPERATIVE OPERATED AS A TAXABLE COOPERATIVE AND FILED A FORM 1120, BUT FOR THE 2020 CALENDAR YEAR, THE COOPERATIVE QUALIFIED TO FILE A FORM 990. FOR THE 2023 CALENDAR TAX YEAR, THE AMOUNT OF REVENUE AND INCOME THAT WAS RECEIVED OR RECEIVABLE FROM MEMBERS WAS LESS THAN 85%. THEREFORE, THE COOPERATIVE OPERATED AS A TAXABLE COOPERATIVE AND FILED FORM 1120 IN LIEU OF FORM 990. FOR THE 2024 CALENDAR TAX YEAR, THE COOPERATIVE ONCE AGAIN RECEIVED MORE THAN 85% OF ITS ITS INCOME FROM MEMBERS AND QUALIFIES TO FILE FORM 990. DUE TO THE FACT THAT THE COOPERATIVE FILED FORM 1120 IN THE IMMEDIATELY PRECEDING CALENDAR TAX YEAR, THE BEGINNING BALANCE SHEET NUMBERS FOR THE COOPERATIVE AGREE TO THE ENDING BALANCE SHEET REPORTED ON THE 2023 FORM 1120. FORM 990, PART XI, LINE 9: PATRONAGE CAPITAL ALLOCATED 37,933,177. PATRONAGE CAPITAL RETIRED -18,600,000. DEFERRED PATRONAGE: NET REVENUE DEFERRAL PER FERC APPROVED PLAN -8,116,857. DEFERRED PATRONAGE: RECOVERY OF PRIOR BOOK TAX ADJUSTMENTS -1,234,552. 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. PROCEDURAL CHANGES DID NOT OCCUR DURING THE YEAR. GSEC PROPERTIES LLC 905 S FILLMORE ST SUITE 300 AMARILLO TX 79101 OFFICE BUILDING RENTAL TX 827268 12159743 GOLDEN SPREAD ELECTRIC COOPERATIVE INC GOLDEN SPREAD PANHANDLE WIND RANCH LLC 905 S FILLMORE ST SUITE 300 AMARILLO TX 79101 263144595 WIND ENERGY PRODUCTION TX 635751 89253242 GOLDEN SPREAD ELECTRIC COOPERATIVE INC