AGENDA SOUTHSIDE ELECTRIC COOPERATIVE MEETING OF THE BOARD OF DIRECTORS DECEMBER 21, 1:30 P.M.

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1 AGENDA SOUTHSIDE ELECTRIC COOPERATIVE MEETING OF THE BOARD OF DIRECTORS DECEMBER 21, 1:30 P.M. HEADQUARTERS BOARD ROOM I. Call to Order (Bacon) II. III. IV. Invocation (McCann) Review & Action on November Board Meeting Minutes (Bacon) ODEC Board Report (Currin) V. President/CEO s Report A. November 2017 Financial & Statistical Report (Hammond) B. Accounts Receivable Write-Offs (Hammond) C. Cybersecurity (Hammond) D. November 2017 Reliability & Safety Data (Felts) E. Reliability Improvement Plan Update (Felts) F. ACSI Score (McCann) VI. New Business A Proposed Annual Forecast (Staff) B. Safety Incentive Bonus (Felts) C. NRECA Voting Delegates (Edwards) D. NRTC Voting Delegates (Edwards) E. TEMA Voting Delegates (Edwards) VII. Unfinished Business A. General Counsel Evaluation (Bacon) VIII. IX. Legal Report (Rennie) Informational Items A. VMDAEC Quarterly Board Meeting & Legislative Day (Marston) Omni Richmond Hotel, Richmond, VA January 29 30, 2018 B. NRECA Annual Meeting (Marston) Nashville, TN February 22 28, 2018 X. Director Concerns/Comments (Bacon) XI. Adjournment (Bacon)

2 MINUTES SOUTHSIDE ELECTRIC COOPERATIVE MEETING OF THE BOARD OF DIRECTORS NOVEMBER 16, 1:30 P.M. WESTERN DISTRICT CONFERENCE ROOM PRESENT: STAFF: GUEST(S): Frank W. Bacon (Chair) Earl C. Currin, Jr. (Vice Chair) Paul S. Bennett (Secretary) Charles J. Friedl (Treasurer) Brenda H. Johnson Michael A. Lobue Kristie Martin-Wallace Clive C. Pettis, Sr. William T. White Frank F. Rennie (General Counsel) Christine Marston (Minute Taker) Jeffrey S. Edwards, President/CEO Danny J. Hammond, Chief Operating Officer Bradley V. Furr, VP of Operations George A. Felts, VP of Engineering Jean H. Morris, VP of Human Resources Jason Loehr, Controller Jacob McCann, Director of Community Relations Dr. Frank Bacon presided. Jacob McCann gave the invocation. PREVIOUS MINUTES On motion made and seconded: The Minutes of the October 19, 2017 Board Meeting are approved. ODEC REPORT The ODEC report was given by Earl Currin. PRESIDENT/CEO S REPORT MOTION CARRIED 1. The Financial and Statistical report for October 2017 was reviewed and is attached to and made a part of the Minutes. 2. The Board was provided information regarding cybersecurity events during the month of October

3 3. The Institute of Electrical & Electronics Engineers (IEEE) outage data and safety report for October 2017 were reviewed in detail: IEEE Outage Data a. System Average Interruption Duration Index (SAIDI), System Average Interruption Frequency Index (SAIFI) and Customer Average Interruption Duration Index (CAIDI) were below historical values for the month. b. There were no Appalachian Power Company (APCO) or Dominion Energy (DE) supply outages for the month. c. There was one Southside Electric Cooperative (SEC) supply outage on October 18 th at Red House substation. A transmission line jumper failed causing the outage. d. There were no major event days during the month. Safety Report a. There were no lost-time injuries in October. b. The employee injured in the automobile accident in July remains out of work. c. Total lost-time accumulated in October was 31 days. d. As of October 31 st, employees have worked 102 days without a lost time injury. e. A mock safety achievement inspection was held on October 24 th & 25 th. This inspection is required as part of the achievement process and is conducted by the Cooperative s Safety Committee. 4. Western District Office Construction: a. Completing move-in and owner training b. Preparing for project closeout c. MCA Architecture preparing for project closeout, punch list review and final inspections, and owner operations and maintenance and warranty d. Hurt & Proffitt completed final inspection e. Jamerson-Lewis General Contractor continue with project punch list corrections and site work completion f. Final project summary estimate: Total buildings & sitework $10.4 million (GMP) Total site project costs $2.6 million (estimated) Total Project $12.9 million (estimated). g. Building contingency balance $416,305: 80% to SEC = $333,044 20% to Jamerson-Lewis = $83,261 2

4 h. Project schedule: Building A completed Building B completed Building C completed Fuel Island completed Site Work completion December 1, 2017 Substantial completion November 1, 2017 Owner occupancy completed Final project completion December 1, Jeff Edwards and Brad Furr attended an executive meeting (key accounts) at Dominion Energy (DE). Their Haymarket transmission line project in Prince William County could not get approval from the State Corporation Commission (SCC). DE had to use the alternate route to gain approval. The county would not allow them to use the alternate route unless the project went underground, which increased project costs tremendously ($26 million to $84 million). If the Board of Supervisors in Prince William County is allowed to demand the underground, anyone who uses electricity in Virginia will be responsible for this increase. 6. The Southside Virginia Community College (SVCC) Powerline Workers school will be graduating another class next week with the Governor being the guest speaker. SEC staff provided mock interviews for all the students to prepare them for interviews during their job searching. The next class will begin mid-february Holocene believes the solar project will be allowed as a behind the meter facility. BARC is joining with SEC and have contacted Shenandoah Valley Electric Cooperative (SVEC) to see if they are interested in joining. 8. Received Request for Proposals (RFPs) for a Cost of Service Study. Once a vendor has been determined, staff will provide a recommendation at the December 21, 2017 Board meeting. 9. Mike Lobue provided an update on the Southside Opportunity Fund s (SOF) fundraising efforts. Letters were sent to property owners who have property for sale in Campbell County, two landowners have committed to donating their properties to the SOF for a tax deduction. Once the property has been acquired, it will be auctioned off next Spring. There is a potential to generate significant funds for scholarships through this process. Title searches have been completed. Another option for fundraising is through Amazon Smile ( When the SOF is selected,.5% of all purchases will be donated to them. NEW BUSINESS 1. Authorization is requested to continue giving employees a Christmas bonus ($100 net per employee) which will total approximately $13,500. Upon motion made and seconded: Christmas bonuses have been approved at $100 per employee. MOTION CARRIED 3

5 2. General Counsel evaluation forms were provided in BoardPaq for directors to complete. The evaluation will be conducted at the December Board meeting. ACTION: Forms to be returned to Chair Frank Bacon by November 26, UNFINISHED BUSINESS Morgan Stanley Purchased Power Agreement: 1. SEC executed a five-year energy contract (May 1, 2018 April 30, 2023) MW of demand (24/7 block) 3. Approximately million kwh s annually (14% of total purchase) 4. Both will be grossed up for losses 5. Fixed energy at $35.15/MWh ($ /kWh) 6. Capacity and ancillary costs will be dictated by PJM market 7. Anticipated (NPV) savings estimated at $944,578/year ($4.72 million total) 8. Notice of Alternate Supply was delivered to ODEC on November 1, Working with Rural Utilities Service (RUS) on authorization of delivery contract 10. Morgan-Stanley, ODEC and SEC to coordinate delivery and balancing activity 11. Preparing for delivery on May 1, 2018 DIRECTOR EDUCATION The remainder of the 2016 Key Ratio Trend Analysis (KRTA) Data was presented to the Board. This report is published annually by the National Rural Utilities Cooperative Finance Corporation (CFC) and it tracks 145 financial and operational ratios for 811 participating electric distribution cooperatives nationwide and 15 states over the previous 10 years. The Cooperative continues to show strength and improvement in all areas of the KRTA. LEGAL REPORT 1. Center Star Transmission Line and RUS review Received a response from the environmental scientist on the assessment. Comments from General Counsel was substantive. The United States Department of Agriculture (USDA) is expressing concerns. These concerns are being addressed by the Cooperative. SEC continues to monitor the steps being taken on this project. 2. SEC has filed a lawsuit in Charlotte County due to a member refusing to allow SEC on their property to repair a damaged pole. 3. Preparing the final agreement with MileStone who will take over leasing and marketing for tower attachments. This agreement will help maximize the income received from these attachments. 4

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7 STATEMENT OF GENERAL FUNDS AND OTHER ASSETS October 31,2017 General Fund Cash in Banks 3,620, General Funds Invested CFC - CTC's 2,153, CFC - Patronage Capital 2,541, Federated Insurance Corporation 395, TEC Trading Incorporated 622, Town of Hurt 1, Notes and Accounts Receivable Electric Consumer 5,873, Other Accounts Receivable 3,234, ,441, Material and Supplies in Stock 2,197, Construction Work in Progress to be Paid from Construction Funds 0.00 TOTAL 20,639, Construction Funds Available First Citizens Bank 0.00 NOTES STATISTICS CFC RUS & FFB COBANK CFC, COBANK & FIRST CITIZENS BANK Balance Available for Advance 18,500, Gross Obligations 50,308, ,431, ,810, ,500, Interest Paid This Year 1,879, ,861, , , Page 1 of 6

8 Southside Electric Cooperative For the Month Ending October 2017 Comparative Operating Statistics Y-T-D 2016 Y-T-D 2017 October 2017 New Services Connected Meters Removed Meters Reinstalled Services Idle, Excluding Seasonal Number of Services Retired Total Consumers Receiving Service Total Miles Energized ,963 2, ,779 1, ,430 3,609 3, ,745 56,228 56,228 8,264 8,267 8,267 Meters Installed - New Services January February March April May June July August September October November December Total Page 2 of 6

9 SOUTHSIDE ELECTRIC COOPERATIVE Revision: /10/2017 2:09:46 pm General Ledger Financial And Operating Report Electric Distribution Page: 1 INCOME STATEMENT FOR OCT Year - To - Date Period - To - Date Item Last Year This Year Budget Current Budget 1. Operating Revenue and Patronage Capital 95,272, ,331, ,616, ,541, ,393, Power Production Expense Cost of Purchased Power 56,526, ,813, ,870, ,084, ,230, Transmission Expense 18, , , Regional Market Expense Distribution Expense - Operation 3,513, ,445, ,102, , , Distribution Expense - Maintenance 8,639, ,663, ,397, , , Customer Accounts Expense 1,753, ,765, ,848, , , Customer Service and Informational Expense 2,147, ,232, ,227, , , Sales Expense 539, , , , , Administrative and General Expense 5,540, ,573, ,196, , , Total Operation & Maintenance Expense (2 thru 11) 78,678, ,934, ,203, ,145, ,373, Depreciation & Amortization Expense 14. Tax Expense - Property & Gross Receipts 15. Tax Expense - Other 16. Interest on Long-Term Debt 17. Interest Charged to Construction - Credit 18. Interest Expense - Other 19. Other Deductions 20. Total Cost of Electric Service (12 thru 19) 21. Patronage Capital & Operating Margins (1 minus 20) 22. Non Operating Margins - Interest 23. Allowance for Funds Used During Construction 24. Income (Loss) from Equity Investments 25. Non Operating Margins - Other 26. Generation and Transmission Capital Credits 27. Other Capital Credits and Patronage Dividends 28. Extraordinary Items 29. Patronage Capital or Margins (21 thru 28) 8,816, ,643, ,292, , , ,300, ,377, ,377, , , ,774, ,103, ,009, , , , , , , , , , , ,636, ,170, ,950, ,712, ,948, ,636, ,160, ,666, , , , , , , , , , , , , , , , , , , , ,754, ,584, ,831, , , Operating - Margin Non Operating - Margin Times Interest Earned Ratio - Operating Times Interest Earned Ratio - Net Times Interest Earned Ratio - Modified 2,754, ,584, ,831, , , Page 3 of /pro/rpttemplate/acct/2.39.1/gl/gl_standard_financial.xml.rpt Lynn

10 SOUTHSIDE ELECTRIC COOPERATIVE Revision: /10/2017 2:09:48 pm General Ledger Financial And Operating Report Electric Distribution Page: 1 BALANCE SHEET FOR OCT 2017 Last Year This Year Variance ASSETS AND OTHER DEBITS 1. Total Utility Plant in Service 332,516, ,498, ,981, Construction Work in Progress 23,866, ,179, ,687, Total Utility Plant (1 + 2) 356,382, ,677, ,294, Accum. Provision for Depreciation and Amort. 102,328, ,500, ,172, Net Utility Plant (3-4) 254,054, ,176, ,122, Non-Utility Property (Net) 26, , , Invest. in Subsidiary Companies Invest. in Assoc. Org. - Patronage Capital 46,174, ,360, ,185, Invest. in Assoc. Org. - Other - General Funds 2,530, ,549, , Invest. in Assoc. Org. - Other - Nongeneral Funds Invest. in Economic Development Projects Other Investments 832, , , Special Funds Total Other Property & Investments (6 thru 13) 49,563, ,621, ,058, Cash - General Funds 9,791, ,620, ,171, Cash - Construction Funds - Trustee Special Deposits Temporary Investments Notes Receivable (Net) Accounts Receivable - Sales of Energy (Net) 6,466, ,873, , Accounts Receivable - Other (Net) 3,625, ,234, , Renewable Energy Credits Material and Supplies - Electric & Other 1,085, ,197, ,112, Prepayments 875, , , Other Current and Accrued Assets 4,644, ,097, , Total Current and Accrued Assets (15 thru 25) 26,489, ,806, ,683, Regulatory Assets 81, , , Other Deferred Debits 5,346, ,508, , Total Assets and Other Debits ( thru 28) 335,534, ,120, , Page 4 of /pro/rpttemplate/acct/2.39.1/gl/gl_standard_financial_bal_sheet.xml.rpt Lynn

11 SOUTHSIDE ELECTRIC COOPERATIVE Revision: /10/2017 2:09:48 pm General Ledger Financial And Operating Report Electric Distribution Page: 2 BALANCE SHEET FOR OCT 2017 Last Year This Year Variance LIABILITIES AND OTHER CREDITS 30. Memberships 230, , , Patronage Capital 98,457, ,482, ,024, Operating Margins - Prior Years Operating Margins - Current Year 2,754, ,584, , Non-Operating Margins Other Margins and Equities 605, ,055, , Total Margins & Equities (30 thru 35) 102,048, ,355, ,306, Long-Term Debt - RUS (Net) 4, , Long-Term Debt - FFB - RUS Guaranteed 127,826, ,558, ,267, Long-Term Debt - Other - RUS Guaranteed Long-Term Debt - Other (Net) 66,908, ,178, ,730, Long-Term Debt - RUS Econ. Devel. (Net) Payments - Unapplied Total Long-Term Debt (37 thru 41-42) 194,739, ,736, ,002, Obligations Under Capital Leases - Noncurrent Accumulated Operating Provisions 115, , Total Other Noncurrent Liabilities ( ) 115, , Notes Payable 15,000, ,500, ,500, Accounts Payable 5,442, ,662, , Consumers Deposits 2,326, ,227, , Current Maturities Long-Term Debt 7,459, ,813, , Current Maturities Long-Term Debt - Econ. Devel Current Maturities Capital Leases Other Current and Accrued Liabilities 3,675, ,923, , Total Current & Accrued Liabilities (47 thru 53) 33,904, ,126, ,222, Regulatory Liabilities Other Deferred Credits 4,727, ,786, , Total Liab. & Other Credits ( thru 56) 335,534, ,120, , Current Assets To Current Liabilities 0.78 to to 1 Margins and Equities To Total Assets % % Long-Term Debt To Total Utility Plant % % Page 5 of /pro/rpttemplate/acct/2.39.1/gl/gl_standard_financial_bal_sheet.xml.rpt Lynn

12 Statements of Cash Flows Southside Electric Cooperative Cash flows from operating activities Period ended Period ended October 31, 2017 October 31, 2016 Electric revenue received $ 92,972,973 $ 99,069,006 Power supply paid (51,019,797) (59,390,612) Operating expenses paid (21,842,660) (23,837,213) Interest received 91,007 91,874 Interest paid (4,687,346) (4,371,224) FEMA monies received - 116,146 Cash flows provided by operating activities 15,514,177 11,677,977 Cash flows from investing activities Investment in electric plant,net (13,206,509) (22,343,747) Proceeds from disposal of plant - 100,834 Installment loans issued (1,255,301) (1,530,028) Investment in CoBank - (1,000) Proceeds from retirement of CTC's 17,207 15,952 Cash flows used in investing activities (14,444,603) (23,757,989) Cash flows from financing activities Proceeds from lines of credit 6,500,000 10,000,000 Payments on lines of credit - (3,000,000) Proceeds from long term debt - 17,200,000 Principal payments on long term debt (6,628,644) (5,852,280) Capital credits paid to members, net (441,497) (207,035) Proceeds from capital credits 988, ,098 Deposits collected from customers (85,224) (149,926) Net change in memberships 1,225 1,405 Cash flows provided by financing activities 334,300 18,190,262 Net change in cash 1,403,874 6,110,250 Cash at December 31, 2016 and ,216,595 3,681,576 Cash at October 31, 2017 and 2016 $ 3,620,469 $ 9,791,826

13 CLASS OF SERVICE No. Receiving Service a. No. Minimum Bills d. Avg. No. Receiving Service e. kwh Sold Cumulative f. Amount Cumulative g. 1. Residential Sales (excl seas.) 53,896 48,302,631 6,140, , ,823,641 73,133, Residential Sales Seasonal 3. Irrigation Sales 4. Comm. & Ind 1000 KVA or Less 1,931 4,935, , ,911 50,109,507 5,389, Comm. & Ind Over 1000 KVA 14 4,040, , ,903,987 3,913, Public St. & Highway Lighting 7. Other Sales to Public Authority 387 4,170, , ,337,837 4,020, Sales for Resale - REA Borr. 9. Sales for Resale - Other PART D. CONSUMER SALES AND REVENUE DATA October 2017 THIS MONTH YEAR-TO-DATE kwh Sold b. Amount c. 10. (1 thru 9) 56,228 61,449,386 7,454, , ,174,972 86,456, Other Electric Revenue xxxxxxxxxxxx xxxxxxxxxxxx 86,643 xxxxxxxxxxxx xxxxxxxxxxxx xxxxxxxxxxxx 874, Total ( ) xxxxxxxxxxxx xxxxxxxxxxxx 7,541,283 xxxxxxxxxxxx xxxxxxxxxxxx xxxxxxxxxxxx 87,331,203 ITEM PART D. CONSUMER SALES AND REVENUE DATA THIS MONTH YEAR-TO-DATE a. ITEM b. THIS MONTH a. YEAR-TO-DATE b. 1. Net kwh Generated Office Use ,082 1,778, kwh Purchased ,491, ,289, Total unaccounted For 3. Interchange kwh - Net (4 less 5 & 6), ,871,664 16,335, Total kwh (1 thru 3) ,491, ,289, Percent System Loss (7/4)x Total kwh - Sold ,449, Maximum Demand (kw) ,174, Month When Maximum Demand Occurred , ,535 January 2017 Page 6 of 6