10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 33-42125

CHUGACH ELECTRIC ASSOCIATION, INC.

(Exact name of registrant as specifies in its charter)

State of Alaska	92-0014224
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5601 Electron Drive, Anchorage, AK	99518
(Address of principal executive offices)	(Zip Code)
(907) 563-7494
(Registrant’s telephone number, including area code)
None
(Former name, former address, and former fiscal year if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes  o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes  x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

NONE

CHUGACH ELECTRIC ASSOCIATION, INC.

TABLE OF CONTENTS

Caution Regarding Forward-Looking Statements		2
Part I.  Financial Information
Item 1.	Financial Statements (unaudited)	2
	Balance Sheets - as of September 30, 2010 and December 31, 2009	3
	Statements of Operations - Three and Nine months Ended September 30, 2010 and September 30, 2009	5
	Statements of Cash Flows - Three and Nine months Ended September 30, 2010 and September 30, 2009	6
	Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35
Part II. Other Information
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Reserved	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
	Signatures	37
	Exhibits	38

1

Caution Regarding Forward-Looking Statements

Statements in this report that do not relate to historical facts, including statements relating to future plans, events or performance, are forward-looking statements that involve risks and uncertainties.  Actual results, events or performance may differ materially.  Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this report and the accuracy of which is subject to inherent uncertainty.  It is suggested these statements are read in conjunction with our audited financial statements for the year ended December 31, 2009, filed as part of our annual report on Form 10-K.  Chugach Electric Association, Inc. (Chugach) undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or cir cumstances that may occur after the date of this report or the effect of those events or circumstances on any of the forward-looking statements contained in this report, except as required by law.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited financial statements and notes to the financial statements of Chugach as of and for the quarter and year to date period ended September 30, 2010, follow.

2

Chugach Electric Association, Inc.

Balance Sheets

(Unaudited)

Assets	September 30, 2010			December 31, 2009
Utility Plant:
Electric Plant in service	$	845,146,696		$	834,467,734
Construction work in progress		78,475,633			48,383,610
Total utility plant		923,622,329			882,851,344
Less accumulated depreciation		(440,203,173	)		(420,464,808	)
Net utility plant		483,419,156			462,386,536
Other property and investments, at cost:
Nonutility property		24,461			24,461
Special Funds		357,101			345,792
Investments in associated organizations		12,026,811			12,333,936
Total other property and investments		12,408,373			12,704,189
Current assets:
Cash and cash equivalents		10,633,526			3,503,765
Special deposits		233,037			125,037
Fuel cost under-recovery		181,150			278,164
Accounts receivable, net		23,460,612			32,764,733
Materials and supplies		31,319,735			29,990,618
Prepayments		2,420,295			1,261,897
Other current assets		280,739			246,380
Total current assets		68,529,094			68,170,594
Deferred charges, net		19,992,722			22,037,407
Total assets	$	584,349,345		$	565,298,726

3

Chugach Electric Association, Inc.

Balance Sheets (continued)

(Unaudited)

Liabilities, Equities and Margins	September 30, 2010		December 31, 2009
Equities and margins:
Memberships	$	1,464,673	$	1,432,054
Patronage capital		145,554,405		144,228,221
Other		10,656,372		10,660,322
Total equities and margins		157,675,450		156,320,597
Long-term obligations, excluding current installments:
Bonds payable		120,000,000		270,000,000
National Bank for Cooperatives		34,736,007		37,301,819
Total long-term obligations		154,736,007		307,301,819
Current liabilities:
Current installments of long-term obligations		152,828,951		4,118,028
Commercial Paper		72,500,000		51,500,000
Accounts payable		14,094,366		10,212,105
Consumer deposits		2,179,750		2,447,140
Fuel cost over-recovery		4,635,112		3,511,422
Accrued interest		1,734,704		6,067,630
Salaries, wages and benefits		7,173,036		5,956,320
Fuel		14,007,466		14,658,058
Other liabilities		949,247		1,234,371
Total current liabilities		270,102,632		99,705,074
Deferred compensation		357,101		345,792
Deferred liabilities		1,478,155		1,625,444
Total liabilities, equities and margins	$	584,349,345	$	565,298,726

See accompanying notes to financial statements.

4

Chugach Electric Association, Inc.

Statements of Operations

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2010			2009			2010			2009
Operating revenues	$	58,274,912		$	63,565,392		$	184,430,124		$	216,221,615
Operating expenses:
Fuel		24,082,544			27,751,711			78,596,428			101,214,779
Production		5,557,226			4,700,270			13,532,362			12,739,101
Purchased power		6,306,942			8,823,476			18,436,395			29,766,532
Transmission		1,490,327			1,695,610			4,191,962			4,364,627
Distribution		3,270,196			3,287,595			9,262,570			9,544,949
Consumer accounts		1,347,065			1,277,619			4,089,150			3,863,125
Administrative, general and other		5,206,186			4,500,094			15,766,176			14,587,035
Depreciation and amortization		8,184,736			8,056,273			24,507,485			24,055,420
Total operating expenses		55,445,222			60,092,648			168,382,528			200,135,568
Interest expense:
Long-term debt		2,573,807			5,010,659			9,773,021			15,135,824
Other		2,664,974			250,984			5,929,072			854,251
Charged to construction		(288,968	)		(139,233	)		(711,608	)		(397,147	)
Interest expense, net		4,949,813			5,122,410			14,990,485			15,592,928
Net operating margins		(2,120,123	)		(1,649,666	)		1,057,111			493,119
Nonoperating margins:
Interest income		76,215			81,200			231,267			174,197
Capital credits, patronage dividends and other		34,635			59,668			72,696			139,880
Total nonoperating margins		110,850			140,868			303,963			314,077
Assignable margins	$	(2,009,273	)	$	(1,508,798	)	$	1,361,074		$	807,196

See accompanying notes to financial statements.

5

Chugach Electric Association, Inc.

Statements of Cash Flows

(Unaudited)

	Nine months ended September 30
	2010			2009
Cash flows from operating activities:
Assignable margins	$	1,361,074		$	807,196
Adjustments to reconcile assignable margins to net cash provided by operating activities:
Depreciation		24,507,485			24,055,420
Amortization and depreciation cleared to operating expenses		4,038,147			3,552,562
Allowance for other funds used during construction		(776,975	)		(494,377	)
Write off of inventory and projects		14,315			293,346
Other		(9,922	)		(4,768	)
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable		9,304,121			(859,117	)
Fuel and purchased power cost under-recovery		97,014			11,788,078
Materials and supplies		(1,329,117	)		(1,510,732	)
Prepayments		(1,158,398	)		(207,428	)
Other assets		223,235			(31,561	)
Deferred charges, net		(1,073,793	)		(1,679,878	)
Increase (decrease) in liabilities:
Accounts payable		336,978			(888,713	)
Consumer deposits		(267,390	)		(40,775	)
Fuel and purchased power cost over-recovery		1,123,690			2,103,082
Accrued interest		(4,332,926	)		(4,401,333	)
Salaries, wages and benefits		1,216,716			(229,350	)
Fuel		(650,592	)		(9,647,377	)
Other liabilities		(224,350	)		(700,217	)
Deferred liabilities		(26,080	)		33,991
Net cash provided by operating activities		32,373,232			21,938,049
Cash flows from investing activities:
Extension and replacement of plant		(43,056,954	)		(21,389,832	)
Net cash used for investing activities		(43,056,954	)		(21,389,832	)
Cash flows from financing activities:
Payments of notes payable		0			(2,860,000	)
Repayments of long-term obligations		(3,854,889	)		(46,624,942	)
Proceeds from short-term borrowing		21,000,000			66,998,000
Repayments of short-term borrowing		0			(19,498,000	)
Memberships and donations (received) refunded		28,669			(64,759	)
Retirement of patronage capital and estate payments		(149,664	)		(134,432	)
Net receipts on consumer advances for construction		789,367			477,793
Net cash provided by (used for) financing activities		17,813,483			(1,706,340	)
Net increase (decrease) in cash and cash equivalents		7,129,761			(1,158,123	)
Cash and cash equivalents at beginning of period	$	3,503,765		$	7,491,302
Cash and cash equivalents at end of period	$	10,633,526		$	6,333,179
Supplemental disclosure of non-cash investing and financing activities
Redeployment (retirement) of plant	$	(6,122,381	)	$	602,516
Extension and replacement of plant included in accounts payable	$	9,257,687		$	3,599,026
Supplemental disclosure of cash flow information - interest expense paid,excluding amounts capitalized	$	18,671,115		$	18,634,258

See accompanying notes to financial statements.

6

Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

1. PRESENTATION OF FINANCIAL INFORMATION

The accompanying unaudited interim financial statements include the accounts of Chugach Electric Association, Inc. (Chugach) and have been prepared in accordance with generally accepted accounting principles for interim financial information.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  They should be read in conjunction with our audited financial statements for the year ended December 31, 2009, filed as part of our annual report on Form 10-K.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  The results of operations for interim periods are not neces sarily indicative of the results that may be expected for an entire year or any other period.

2. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

a. Description of Business

Chugach is the largest electric utility in Alaska.  Chugach is engaged in the generation, transmission and distribution of electricity to directly serve retail customers in the Anchorage and upper Kenai Peninsula areas.  Through an interconnected regional electrical system, Chugach’s power flows throughout Alaska’s Railbelt, a 400-mile-long area stretching from the coastline of the southern Kenai Peninsula to the interior of the state, including Alaska’s largest cities, Anchorage and Fairbanks.

Chugach also supplies much of the power requirements for three wholesale customers, Matanuska Electric Association, Inc. (MEA), Homer Electric Association, Inc. (HEA), and the City of Seward (Seward).  Chugach’s retail and wholesale members are the consumers of the electricity sold.

Chugach was organized as an Alaska electric cooperative in 1948 and operates on a not-for-profit basis and accordingly, seeks only to generate revenues sufficient to pay operating and maintenance costs, the cost of purchased power, capital expenditures, depreciation, and principal and interest on all indebtedness and to provide for reserves.  Chugach is subject to the regulatory authority of the Regulatory Commission of Alaska (RCA).

b. Management Estimates

In preparing the financial statements, management of Chugach is required to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the balance sheet and revenues and expenses for the reporting period.  Estimates include the allowance for doubtful accounts, deferred charges and credits, unbilled revenue and the estimated useful life of utility plant.  Actual results could differ from those estimates.

7

Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

c. Regulation

The accounting records of Chugach conform to the Uniform System of Accounts as prescribed by the Federal Energy Regulatory Commission (FERC).  Chugach meets the criteria, and accordingly, follows the accounting and reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 980, “Topic 980 – Regulated Operations.”

FASB ASC 980 provides for the recognition of regulatory assets and liabilities as allowed by regulators for costs or credits that are reflected in current rates or are considered probable of being included in future rates.  The regulatory assets or liabilities are then reduced as the cost or credit is reflected in rates.

d. Income Taxes

Chugach is exempt from federal income taxes under the provisions of Section 501(c)(12) of the Internal Revenue Code.  For the nine month periods ended September 30, 2010 and 2009, Chugach was in compliance with that code section.  In addition, Chugach collects sales tax and is assessed gross receipts and excise taxes which are presented on a net basis in accordance with FASB ASC 605-45-50, “Topic 605 – Revenue Recognition – Subtopic 45 – Principal Agent Considerations – Section 50 – Disclosure.”

Chugach applies a more-likely-than-not recognition threshold for all tax uncertainties.  FASB ASC 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities.  Chugach’s management reviewed Chugach’s tax positions and determined there were no outstanding, or retroactive tax positions, that were not highly certain of being sustained upon examination by the taxing authorities.

3. REGULATORY MATTERS

2008 Test Year General Rate Case (Docket U-09-080)

On June 23, 2009, Chugach filed a general rate case with the RCA to increase base rate revenue by $4.2 million, with increases of $2.7 million to Chugach retail customers and $1.5 million to wholesale customers.  Base rates charged to retail customers increased 3.3 percent and base rates charged to wholesale customers HEA, MEA and Seward increased 7.8 percent, 2.0 percent and 9.7 percent, respectively.

The RCA named the Attorney General and Chugach’s wholesale customers HEA, MEA and Seward parties to the docket.

On October 9, 2009, the RCA granted Chugach’s original request that the proposed rates go into effect on an interim and refundable basis.

8

Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

On October 15, 2009, the RCA consolidated Docket U-09-080 (General Rate Case) and Docket U-09-097 (Depreciation Study Update, explained below).

Chugach reached a settlement with its wholesale customers, HEA, MEA and Seward, which resolved issues in both the general rate case and the depreciation study update.  The settlement, along with a request to vacate schedule, was filed with the RCA on May 21, 2010.  On June 2, 2010, the RCA granted the request to vacate schedule.  A final order in the consolidated case is explained below.

Revision to Current Depreciation Rates (Docket U-09-097)

In accordance with a stipulation with its wholesale customers, HEA and MEA, Chugach filed on August 31, 2009, an updated depreciation study based on plant balances as of December 31, 2008. The RCA opened Docket U-09-097 to consider Chugach’s updated depreciation study.  The RCA named Chugach’s wholesale customers HEA, MEA and Seward parties to the docket.

As indicated in the discussion under the 2008 Test Year General Rate Case above, the RCA consolidated the depreciation study update with the general rate case.  A hearing was held in June of 2010, which addressed unresolved depreciation issues between Chugach and the Attorney General, who acts as the public advocate on behalf of rate payers in RCA cases.

On September 16, 2010, the RCA issued a final order in the consolidated case (2008 Test Year General Rate Case and Revision to Current Depreciation Rates), accepting the settlements with its wholesale customers, HEA, MEA and Seward and resolving depreciation issues disputed by the Attorney General, which resulted in no change to the depreciation rates contained in the settlement agreements.

On September 28, 2010, Chugach filed revised tariffs in compliance with the settlement agreements, refund calculations, and a plan for refunding its customers the difference between the amounts paid under the interim and refundable rates and the amounts established by the settlement agreements.  As a result of the RCA accepting the settlement agreements and resolving depreciation issues, Chugach expects to refund its wholesale and retail customers approximately $0.7 million, including interest, in the fourth quarter of 2010.

On November 1, 2010, the RCA materially accepted Chugach’s compliance filing.  Base rate changes were approved effective November 1, 2010.

Request for Participation in the Simplified Rate Filing Process

On December 15, 2009, Chugach submitted a request to the RCA for approval to implement the Simplified Rate Filing (SRF) process for the adjustment of base energy and demand rates in accordance with Alaska Statute 42.05.381(e).  Chugach requested that base rate adjustments under SRF be completed on a semi-annual basis, utilizing the twelve months ended June and December as the test periods in each year.  Chugach requested that its initial SRF be submitted on the June 2010 test year for rate adjustments, if necessary, during fourth quarter, 2010.

9

Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

Under SRF, base rate increases are limited to 8 percent over a 12-month period and 20 percent over a 36-month period.  Chugach is still permitted to submit general rate case filings while participating in the SRF process.  However, during these periods, rate adjustments under SRF would temporarily cease.  Utilization of SRF will allow Chugach to more efficiently adjust base rates in response to lower sales resulting from both energy conservation and technological improvements.  Chugach is also interested in SRF as a means to expedite the rate adjustment process with the goal of timely cost recovery and lower adjudicatory costs.

On April 21, 2010, the RCA opened docket U-10-20 to consider Chugach’s request to implement the simplified rate filing process.  A technical conference was held on June 1, 2010, to discuss guidelines that Chugach should follow in future simplified rate filings.  All parties agreed to modify the deadline for a final order to July 26, 2010.

A public hearing was held on July 19, 2010.  The parties to the docket entered into a stipulation on the outstanding issues in the case and the RCA issued a bench order at the hearing approving the stipulation.  A formal written order was issued on July 26, 2010.

On September 28, 2010, Chugach filed its initial filing under this process to decrease base rate revenue by $0.2 million, with increases of 0.2 percent to Chugach retail customers and 0.3 percent to Seward and decreases of 0.6 percent and 1.2 percent to HEA and MEA, respectively.  The RCA approved Chugach’s Simplified Rate Filing on November 4, 2010, for base rate changes effective November 15, 2010.

Natural Gas Contract Submittal

On April 2, 2010, Chugach submitted a new long-term natural gas supply contract with Marathon Alaska Production, LLC (“MAP”), to the RCA.  The new MAP contract will provide gas beginning April 1, 2011, terminating March 31, 2013.  MAP has two contract extension options that can be exercised during the first year of the initial contract.  MAP could extend the contract to December 31, 2013, by exercising the first contract extension option by March 31, 2011.  The second contract option could be exercised by December 31, 2011, and would extend the contract through December 31, 2014.  The total amount of gas under contract is estimated at 26 billion cubic feet (BCF) for the initial two year term of the contract with volumetric and delivery terms to be determined for each contract extension period that could provide up to an additional 16 BCF through December 31, 2014.  The RCA approved the gas supply contract effective May 17, 2010.

Net Metering Regulations

On June 16, 2010, regulations establishing net metering requirements for certain electric utilities became effective.  Net metering allows a customer to install and use certain types of renewable generation to offset their monthly usage and sell excess power to their serving utility at the utility’s avoided generation cost.  The net metering requirements adopted by the RCA apply to Chugach and nine other Alaska electric utilities.  The RCA’s order limits customer generation to units up to 25 kilowatts and installations must comply with approved interconnection standards.  Chugach has approved interconnection standards and non-firm buy-back rates in its tariff.  On June 17, 2010, Chugach filed with the RCA the final summary tariff necessary to implement net metering.   ;The RCA approved the tariff effective August 2, 2010.

10

Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

Southcentral Power Project (SPP)

On June 30, 2010, Chugach filed a petition with the RCA for advance determination of decisional prudence and assurance of cost recovery for the Southcentral Power Project.  The petition requested regulatory assurance of future recovery in rates of the contract amounts Chugach has already executed.  Recovery would begin after an appropriate rate proceeding is completed such that recovery of SPP costs begin coincident with the date the SPP goes into service.  Chugach determined that substantial benefit will flow to our members if certain advance regulatory approvals are obtained to provide additional assurances to potential lenders. Public hearings were held in September of 2010.  On October 5, 2010, the RCA concluded that Chugach may include in future rates $197 million in costs attributable to three principal contracts to build the SPP when the plant becomes used and useful.  The RCA found that “it is in the public interest to provide cost recovery assurance” to Chugach regarding these costs.  Chugach’s share of the project cost is estimated to be $256 million, as budgeted.  Chugach will request approval of the additional costs associated with the project in a future general rate case that is expected to be filed in 2012.

4. LINES OF CREDIT

Chugach maintained a $7.5 million line of credit with CoBank, ACB (CoBank).  This line of credit expired on October 31, 2009, and was subject to annual renewal at the discretion of the parties.  Chugach did not renew this line of credit upon its expiration date due to unused carrying costs, its lack of use and the existence of the National Rural Utilities Cooperative Finance Corporation (NRUCFC) line of credit and commercial paper borrowing capacity.  Chugach had activity on this line of credit in the first half of 2009, however, this line of credit wasn’t utilized in the third quarter of 2009 and there was no outstanding balance at September 30, 2009.

In addition, Chugach had a $75 million line of credit available with NRUCFC until January 30, 2009, when it was permanently reduced to $50 million pursuant to the terms of the Amendment To Revolving Line of Credit Agreement.  Chugach has not utilized this line of credit in the first nine months of 2010 and has no outstanding balance at September 30, 2010.  Chugach utilized this line of credit in the first quarter of 2009 but issued commercial paper to repay the balance.  Therefore, there was no outstanding balance at December 31, 2009.  The borrowing rate is calculated using the total rate per annum as may be fixed by NRUCFC and will not exceed the Prevailing Prime Rate, plus one percent per annum.  At September 30, 2010, and December 31, 2009, the borrowing rate was 4.95%.

11

Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

The NRUCFC Revolving Line Of Credit Agreement requires that Chugach, for each 12-month period, for a period of at least five consecutive days, pay down the entire outstanding principal balance.  The NRUCFC line of credit expires October 14, 2012.

The NRUCFC line of credit is immediately available for unconditional borrowing, as was the CoBank line of credit prior to its expiration.

5. FINANCING / COMMERCIAL PAPER

Over the next several years Chugach anticipates financing increased capital expenditures due to the construction of a gas-fired generation project and on-going capital needs.  In addition, we plan to refinance $150 million of 2001 Series A Bonds due March 15, 2011, and $120 million of 2002 Series A Bonds due February 1, 2012.  Commercial paper is being issued and will act as a bridge until Chugach converts commercial paper balances to long-term debt and to refinance the 2001 and 2002 Series A bonds.  The Commercial Paper Program is backed by a $300 million Unsecured Credit Agreement between NRUCFC, KeyBank, CoBank and US Bank.  The Credit Agreement was priced with an all-in drawn spread of London Interbank Offered Rate (LIBOR) plus 60 basis points, along with a 17.5 basis points facility fee.& #160;  The credit agreement expires on October 10, 2011.  At this time, management intends to renew this agreement although the terms may be different.

Chugach began issuing commercial paper in January 2009.  Chugach had $72.5 million and $51.5 million of commercial paper outstanding at September 30, 2010, and December 31, 2009, respectively.  Our commercial paper can be repriced between one and two hundred and seventy days.

The following table provides information regarding average commercial paper balances outstanding for the quarter ended September 30 (dollars in millions), as well as corresponding weighted average interest rates:

2010		2009
Average Balance	Weighted Average Interest Rate	Average Balance	Weighted Average Interest Rate
$62.3	0.33%	$47.7	0.38%

12

Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

6. LEGAL PROCEEDINGS

Chugach has certain litigation matters and pending claims that arise in the ordinary course of Chugach’s business.  In the opinion of management, no individual matter or the matters in the aggregate is likely to have a material adverse effect on Chugach’s results of operations, financial condition or liquidity.

7. RECENT ACCOUNTING PRONOUNCEMENTS

ASC Update 2010-06 “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements”

In January 2010, the FASB issued ASC Update 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.”  ASC Update 2010-06 applies to all entities that are required to make disclosures about recurring or nonrecurring fair value measurements and expands the disclosures required based on the measurement Level.  This update is effective for the first reporting period (including interim periods) beginning after December 15, 2009, except for certain Level 3 transactions.  Those transaction disclosure requirements are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  Chugach began application of ASC Update 2010-06 during the quarter ended March 31, 2010.  Applica tion did not have a material effect on our results of operations, financial position, and cash flows.

SFAS 167 “Amendments to FASB Interpretation No. 46(R)”

In June 2009, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 167, “Amendments to FASB Interpretation No. 46(R).”  SFAS No. 167 applies to all entities except for those identified in FIN 46(R), “Consolidation of Variable Interest Entities,” as well as entities previously considered qualifying special-purpose entities, as the concept of these entities was eliminated by SFAS No. 166, “Accounting for Transfers of Financial Assets.”  SFAS No. 167 amends FIN 46(R) to require additional disclosures regarding an entity’s involvement in variable interest entities.  SFAS No. 167 is effective for interim and annual reporting periods beginning after November 15, 2009.  Chugach began application of SFAS No. 167 on January 1, 2010, which did not h ave a material effect on our results of operations, financial position, and cash flows.

In December 2009, the FASB issued ASC Update 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” an adaptation of SFAS No. 167 into the FASB Accounting Standards Codification (the Codification).  To view the adapted content, see FASB ASC 810-10-30, for the Initial Measurement Section of Subtopic 10, and FASB ASC 810-10-65, for the Transition and Open Effective Date Information of Section of Subtopic 810-10.

13

Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

SFAS 166 “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140”

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140.”  SFAS No. 166 applies to all entities and amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.”  SFAS No. 140 was amended to enhance the disclosure requirements as well as to define some of the terms and measurements to be used, by removing the concept of a qualifying special-purpose entity and the exception from applying FIN 46, “Consolidation of Variable Interest Entities,” to qualifying special-purpose entities.  SFAS No. 166 is effective for interim and annual reporting periods beginning after November 15, 2009.  Chugach began application of SFAS No. 166 on Jan uary 1, 2010, which did not have a material effect on our results of operations, financial position, and cash flows.

In December 2009, the FASB issued ASC Update 2009-16, “Accounting for Transfers of Financial Assets,” an adaptation of SFAS No. 166 into the Codification.  To view the adapted content, see FASB ASC 860-10-40, for the Derecognition Section of Subtopic 10, and FASB ASC 860-10-65, for the Transition and Open Effective Date Information of Subtopic 860-10.

SFAS 164 “Not-for-Profit Entities: Mergers and Acquisitions – Including an amendment of FASB Statement No. 142”

In April 2009, the FASB issued SFAS No. 164, “Not-for-Profit Entities: Mergers and Acquisitions – Including an amendment of FASB Statement No. 142.”  SFAS No. 164 applies to the combination of not-for-profit entities meeting the definition of a merger or acquisition, with specific exceptions.  SFAS No. 164 provides guidance on the accounting and disclosure of these combinations.  SFAS No. 164 is effective for annual reporting periods beginning after December 15, 2009.  Chugach began application of SFAS No. 164 on January 1, 2010, which did not have a material effect on our results of operations, financial position, and cash flows.

In January 2010, the FASB issued ASC Update 2010-07, “Not-for-Profit Entities (Topic 958): Not-for-Profit Entities: Mergers and Acquisitions,” an adaptation of SFAS No. 164 into the Codification.  To view the adapted content, see FASB ASC 954-805 for the Business Combinations Subtopic of Topic 954, FASB ASC 958-805 for the Business Combinations Subtopic of 958, FASB ASC 805-10-15 for the Scope and Scope Exceptions Section of Subtopic 805-10, FASB ASC 805-50-15 for the Scope and Scope Exceptions Section of Subtopic 805-50, and FASB ASC 350-10-65 for the Transition and Open Effective Date Information Section of Subtopic 350-10.

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Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

8. FAIR VALUES OF ASSETS AND LIABILITIES

Fair Value Hierarchy

In accordance with ASC 820 Chugach groups its financial assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  These levels are:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active exchange markets, such as the New York Stock Exchange.  Level 1 also includes U.S. Treasury and federal agency securities, which are traded by dealers or brokers in active markets.  Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market.  These unobservable assumptions reflect Chugach’s estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The table below presents the balance of Chugach’s non-qualified deferred compensation plan and Overnight Repurchase Agreement assets measured at fair value on a recurring basis at September 30, 2010, and December 31, 2009.

	Total		Level 1		Level 2		Level 3
September 30, 2010
Deferred compensation	$	357,101	$	357,101	$	0	$	0
Repurchase agreement	$	5,123,517	$	5,123,517	$	0	$	0
December 31, 2009
Deferred compensation	$	345,792	$	345,792	$	0	$	0
Repurchase agreement	$	3,026,893	$	3,026,893	$	0	$	0

Chugach had no Level 2 or Level 3 assets or liabilities measured at fair value on a recurring basis.

15

Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

Fair Value of Financial Instruments

The estimated fair values (in thousands) of the long-term obligations included in the financial statements at September 30, 2010, are as follows:

	Carrying Value		Fair Value
Long-term obligations  (including current installments)	$	380,065	$	391,777

Fair value estimates are dependent upon subjective assumptions and involve significant uncertainties resulting in variability in estimates with changes in assumptions.  The fair value of long-term debt has been determined using discounted future cash flows at borrowing rates currently available to Chugach, which are considered to be level 2 inputs.  The fair value of cash and cash equivalents, accounts receivable and payable, and other short-term monetary assets and liabilities approximate carrying value due to their short-term nature.

9. ENVIRONMENTAL MATTERS

The Clean Air Act and Environmental Protection Agency (EPA) regulations under the act (the “Clean Air Act”) establish ambient air quality standards and limit the emission of many air pollutants.  Some Clean Air Act programs that regulate electric utilities, notably the Title IV “acid rain” requirements, do not apply to facilities located in Alaska.

New Clean Air Act regulations impacting electric utilities may result from future events or may result from new regulatory programs.  On October 30, 2009, the EPA published new federal regulations requiring the mandatory reporting of greenhouse gases from all sectors of the economy.  Chugach is subject to this new regulation, which is not expected to have a material effect on our results of operations, financial position, and cash flows.  While we cannot predict whether any additional new regulation would occur or its limitation, it is possible that new laws or regulations could increase our capital and operating costs.  We have obtained or applied for all Clean Air Act permits currently required for the operation of our generating facilities.

Chugach is subject to numerous other environmental statutes including the Clean Water Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Endangered Species Act, and the Comprehensive Environmental Response, Compensation and Liability Act and to the regulations implementing these statutes.  We do not believe that compliance with these statutes and regulations to date has had a material impact on our financial condition or results of operation.  However, new laws or regulations, implementation of final regulations or changes in or new interpretations of these laws or regulations could result in significant additional capital or operating expenses.

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Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

10. COMMITMENTS / CONCENTRATIONS

Generation Commitments

Chugach is in the process of developing a natural gas-fired generation plant on land owned by Chugach near its Anchorage headquarters.  The Southcentral Power Project (SPP) will be developed and owned as tenants in common with Anchorage Municipal Light & Power (AML&P).  Chugach will own and take approximately 70 percent of the new plant’s output and AML&P will own and take the remaining output.  Chugach will proportionately account for its ownership in the SPP.

On November 17, 2008, Chugach executed a gas turbine purchase agreement for the purchase of three gas turbines with General Electric Packaged Power (GEPP).  During 2009 Chugach executed several amendments associated with its purchase agreement with GEPP, which included the purchase of a spare engine for maintenance purposes.  In December 2008, Chugach purchased land adjacent to its Anchorage headquarters for SPP use during construction.  Chugach executed an Owner’s Engineer Services Contract on May 12, 2009.  This contract expired on December 31, 2009, but was later renewed effective January 1, 2010.  On January 5, 2010, Chugach executed a Services Contract for the shipment of the combustion turbine generators and related accessories.  On February 25, 2010, Chugach purchas ed additional land adjacent to its Anchorage headquarters for the laydown of equipment displaced by the new power plant.  On April 13, 2010, Chugach executed a steam turbine generator (STG) purchase agreement.  On June 18, 2010, Chugach executed an Engineering, Procurement, and Construction (EPC) contract with SNC-Lavalin Constructors, Inc. (SLCI). On August 27, 2010, Chugach executed a Once Through Steam Generator (OTSG) equipment contract with Innovative Steam Technologies (IST).  Chugach made payments of $25.0 million in 2009 and $35.2 million in the first nine months of 2010, with additional payments of $24.5 million expected in 2010 pursuant to all these contracts.  Chugach amended the contract for transportation of combustion turbine generators on September 28, 2010, to include transportation of the steam turbine generator.

Labor Agreements

Approximately 70 percent of Chugach’s employees are represented by the International Brotherhood of Electrical Workers (IBEW).  We have three Collective Bargaining Unit Agreements (CBA) with the IBEW.  We also have an agreement with the Hotel Employees and Restaurant Employees (HERE).  All current agreements were due to expire on June 30, 2010.  On February 24, 2010, the Board of Directors approved three year extensions of all three IBEW CBA’s.  The three extensions provide no wage increase in the first year and wage increases tied to changes in the Consumer Price Index (CPI) in the second and third years, with a floor on the minimum increase and a cap on the maximum increase.  The wage increases also have an indirect connection to Chugach’s financial performan ce.  The contract extensions expire on June 30, 2013.  On April 28, 2010, the Board of Directors approved a three year extension of the HERE agreement.  The extension contains an increase in the employer health and welfare contribution in each year of the extension but does not provide for a wage or pension increase.  The contract extension expires on June 30, 2013.

17

Chugach Electric Association, Inc.

Notes to Financial Statements

September 30, 2010 and 2009

11. ECONOMY ENERGY SALES

Since 1989, we have sold economy (non-firm) energy to Golden Valley Electric Association, Inc. (GVEA) under an agreement that expired on March 31, 2009.  On April 6, 2010, Chugach and GVEA finalized an agreement for Chugach to provide a minimum of 20 MW of economy energy to GVEA on a non-firm basis based on an interruptible gas supply arrangement.  The agreement commenced on May 1, 2010, and will continue through March 31, 2013, pending annual commitments from gas suppliers.  The price to GVEA will include the cost of fuel (based on a system average heat rate), plus variable operations and maintenance expense, plus a margin.  Sales will be made under the terms and conditions of Chugach’s economy energy sales tariff.

12. BRADLEY LAKE HYDROELECTRIC PROJECT

Chugach is a participant in the Bradley Lake Hydroelectric Project (Bradley Lake).  Bradley Lake was built and financed by the Alaska Energy Authority (AEA) through State of Alaska grants and $166,000,000 of revenue bonds.  Chugach and other participating utilities have entered into take-or-pay power sales agreements under which shares of the project capacity have been purchased and the participants have agreed to pay a like percentage of annual costs of the project (including ownership, operation and maintenance costs, debt service costs and amounts required to maintain established reserves).  Under these take-or-pay power sales agreements, the participants have agreed to pay all project costs from the date of commercial operation, even if no energy is produced.  Chugach has a 30.4 percent share o f the project’s capacity.  The share of debt service, exclusive of interest, for which Chugach has guaranteed, is approximately $34 million.  Upon the default of a Bradley Lake participant, and subject to certain other conditions, AEA, through Alaska Industrial Development and Export Authority, is entitled to increase each participant’s share of costs pro rata, to the extent necessary to compensate for the failure of another participant to pay its share, provided that no participant’s percentage share is increased by more than 25 percent.  Upon default, Chugach could be faced with annual expenditures of approximately $5.4 million as a result of Chugach’s Bradley Lake take-or-pay obligations.

On July 1, 2010, AEA issued $28,800,000 of Power Revenue Refunding Bonds, Sixth Series, for purposes of refunding $30,640,000 of the Fifth Series Bonds.  The refunded Fifth Series Bonds were called on August 2, 2010.  The refunding resulted in aggregate debt service payments over the next eleven years in a total amount approximately $3.3 million less than the debt service payments which would have been due on the refunded bonds.  Refunding the Fifth Series Bonds resulted in an economic gain of approximately $2.4 million.  Economic gain is calculated as the net difference between the present value of the old debt service requirements and the present value of the new debt service requirements, discounted at the effective interest rate and adjusted for additional cash paid.  Chugach’s share of these savings will be approximately $714.3 thousand.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to the information contained under the caption “CAUTION REGARDING FORWARD-LOOKING STATEMENTS” at the beginning of this report.

RESULTS OF OPERATIONS

Current Year Quarter versus Prior Year Quarter

Assignable margins decreased $500.5 thousand, or 33.2%, during the third quarter of 2010 compared to the same quarter in 2009.

Operating revenues, which include sales of electric energy to retail, wholesale and economy energy customers and other miscellaneous revenues, decreased $5.3 million, or 8.3%, in the third quarter of 2010 compared to the same quarter in 2009. This decrease was due to lower fuel and purchased power expense which is recovered through the fuel and purchased power surcharge process.

Retail revenue decreased in the third quarter of 2010 compared to the same quarter in 2009. Fuel and purchased power expense, which is recovered through the fuel and purchased power surcharge process, decreased due primarily to lower fuel prices in the third quarter of 2010 compared to the same period in 2009, which was slightly offset by an increase in base revenue due to higher retail kWh sales and an increase in rates charged to retail customers as a result of Chugach’s 2008 Test Year Rate Case.

Wholesale revenue decreased in the third quarter of 2010 compared to the same quarter in 2009.  Fuel and purchased power expense, which is recovered through the fuel and purchased power surcharge process, decreased due primarily to lower fuel prices in the third quarter of 2010 compared to the same period in 2009.  Base revenue did not materially change in the third quarter of 2010 compared to the same quarter in 2009. A decrease in kWh sales and demand charges was offset by a full quarter increase in rates as a result of Chugach’s 2008 Test Year Rate Case.  Economy energy revenue increased during the third quarter of 2010 compared to the same quarter in 2009 due to increased sales to Golden Valley Electric Association, Inc. (GVEA) as it was more economic for GVEA to purchase power from Chugac h than to generate power.

Based on the results of fixed and variable cost recovery established in Chugach’s last rate case, wholesale sales to HEA, MEA and Seward contributed approximately $6.3 million to Chugach’s fixed costs for the quarter ended September 30, 2010, and $6.5 million for the quarter ended September 30, 2009, respectively.

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The following table shows the base rate sales revenue and fuel and purchased power revenue by customer class that is included in revenue for the quarters ended September 30, 2010 and 2009:

	Base Rate Sales Revenue							Fuel and Purchased Power Revenue							Total Revenue
	2010		2009		% Variance			2010		2009		% Variance			2010		2009		% Variance
Retail
Residential	$	10.1	$	9.8		3.1	%	$	5.4	$	7.3		(26.0	%)	$	15.5	$	17.1		(9.4	%)
Small Commercial	$	1.7	$	1.8		(5.6	%)	$	1.2	$	1.5		(20.0	%)	$	2.9	$	3.3		(12.1	%)
Large Commercial	$	7.0	$	6.9		1.4	%	$	5.8	$	7.8		(25.6	%)	$	12.8	$	14.7		(12.9	%)
Lighting	$	0.3	$	0.3		0.0	%	$	0.0	$	0.1		(100.0	%)	$	0.3	$	0.4		(25.0	%)
Total Retail	$	19.1	$	18.8		1.6	%	$	12.4	$	16.7		(25.7	%)	$	31.5	$	35.5		(11.3	%)
Wholesale
HEA	$	3.0	$	3.0		0.0	%	$	4.9	$	7.2		(31.9	%)	$	7.9	$	10.2		(22.5	%)
MEA	$	4.8	$	4.7		2.1	%	$	7.2	$	9.8		(26.5	%)	$	12.0	$	14.5		(17.2	%)
SES	$	0.4	$	0.4		0.0	%	$	0.7	$	1.0		(30.0	%)	$	1.1	$	1.4		(21.4	%)
Total Wholesale	$	8.2	$	8.1		1.2	%	$	12.8	$	18.0		(28.9	%)	$	21.0	$	26.1		(19.5	%)
Economy Sales	$	0.9	$	0.2		350.0	%	$	4.1	$	1.1		272.7	%	$	5.0	$	1.3		284.6	%
Miscellaneous	$	0.8	$	0.7		14.3	%	$	0.0	$	0.0		0.0	%	$	0.8	$	0.7		14.3	%
Total Revenue	$	29.0	$	27.8		4.3	%	$	29.3	$	35.8		(18.2	%)	$	58.3	$	63.6		(8.3	%)

The following table summarizes kWh sales for the quarter ended September 30:

Customer	2010 kWh		2009 kWh
Retail		268,355,928		268,170,880
Wholesale		289,418,847		296,784,184
Economy Energy		59,678,000		12,192,000
Total		617,452,775		577,147,064

Base rates charged to retail customers in the third quarter of 2010 included base rate changes effective October 9, 2009.  Base rates charged to retail customers increased 3.3 percent and were effective on an interim and refundable basis as a result of Chugach’s 2008 Test Year Rate Case filed with the RCA on June 23, 2009.     Base rates charged to wholesale customers did not change in the third quarter of 2010 compared to the same quarter in 2009, as the base rates changes due to Chugach’s 2008 Test Year Rate Case were in effect for one month in the third quarter of 2009.

Total operating expenses decreased $4.6 million, or 7.7%, in the third quarter of 2010 over the same quarter in 2009.

Fuel expense decreased $3.7 million, or 13.2%, in the third quarter of 2010 compared to the same quarter in 2009. The decrease was due primarily to a decrease in fuel price, which was partially offset by an increase in fuel used.  The increase in fuel used was caused primarily by an increase in economy energy sales.  In the third quarter of 2010, Chugach used 6,396,515 thousand cubic feet (MCF) of fuel at an average effective price of $4.32 per MCF, which includes 825,600 MCF of fuel that is recorded as purchased power expense.  In the third quarter of 2009, Chugach used 5,457,259 MCF of fuel at an average effective price of $6.19 per MCF, which includes 972,624 MCF of fuel that is recorded as purchased power.

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Production expense increased $857.0 thousand, or 18.2%, in the third quarter of 2010 compared to the same quarter in 2009. The increase was due to maintenance on Bernice Lake Unit 3 and Beluga Unit 6 in the third quarter of 2010, which was in excess of the maintenance on Beluga Unit 5 and Unit 8 in the third quarter of 2009.

Purchased power expense, which includes the cost of 825,600 MCF of fuel associated with purchases from the Nikiski Cogeneration plant, decreased $2.5 million, or 28.5%, in the third quarter of 2010 compared to the same quarter in 2009 due to a decrease in the effective price, primarily associated with the price of fuel, which was slightly offset by an increase in MWh purchased.  In the third quarter of 2010, Chugach purchased 148,868 MWh of energy at an average effective price of 4.01 cents per kWh.  In the third quarter of 2009, Chugach purchased 141,821 MWh of energy at an average effective price of 5.96 cents per kWh.

Transmission expense decreased $205.3 thousand, or 12.1%, in the third quarter of 2010 compared to the same quarter in 2009. The decrease was due to less overhead line clearing in the third quarter of 2010 compared to the same quarter in 2009.

Distribution expense did not materially change in the third quarter of 2010 compared to the same quarter in 2009.

Consumer accounts did not materially change in the third quarter of 2010 compared to the same quarter in 2009.

Administrative, general and other expenses increased $706.1 thousand, or 15.7%, in the third quarter of 2010 compared to the same quarter in 2009. The increase was due primarily to legal expenses, the amortization of fuel contract negotiations, current costs associated with prior workers compensation claims and higher general and administrative labor in the third quarter of 2010 compared to the same quarter in 2009.

Depreciation and amortization expense did not materially change in the third quarter of 2010 compared to the same quarter in 2009.

Interest on long-term debt decreased $2.4 million, or 48.6%, in the third quarter of 2010 compared to the same quarter in 2009.  The decrease was due primarily to the reclassification of the interest expense associated with the 2001 Series A Bonds, due March 15, 2011, from long-term to short-term. That decrease was somewhat offset by an increase in interest rates in the third quarter of 2010 compared to the same quarter in 2009.

Other interest expense increased $2.4 million in the third quarter of 2010 compared to the same quarter in 2009.  The increase was due primarily to the reclassification of the interest expense associated with the 2001 Series A Bonds, due March 15, 2011, from long-term to short-term and the difference between the balance and associated interest rate of our commercial paper in the third quarter of 2010 compared to the same quarter in 2009.

Interest charged to construction increased $149.7 thousand, or 107.5%, in the third quarter of 2010 compared to the same quarter in 2009 due primarily to an increase in the average Construction Work in Progress (CWIP) balance that is debt financed.  That was due primarily to expenditures associated with the SPP project.

21

Non-operating margins decreased $30.0 thousand, or 21.3%, in the third quarter of 2010 compared to the same quarter in 2009. The decrease was due primarily to a decrease in Allowance for Funds Used During Construction (AFUDC) caused by a lower average CWIP balance that is equity financed.

Current Year to Date versus Prior Year to Date

Assignable margins increased $0.6 million, or 68.6%, during the first nine months of 2010 compared to the same period in 2009.

Operating revenues, which include sales of electric energy to retail, wholesale and economy energy customers and other miscellaneous revenues, decreased $31.8 million, or 14.7%, in the first nine months of 2010 compared to the same period in 2009. This decrease was due primarily to lower fuel and purchased power expense recovered through the fuel and purchased power surcharge process.

Retail revenue decreased in the first nine months of 2010 compared to the same period in 2009.  Base revenue increased due to an increase in rates charged to retail customers as a result of Chugach’s 2008 Test Year Rate Case, which was partially offset by lower retail kWh sales caused by a change in consumer consumption patterns.  Fuel and purchased power expense recovered through the fuel and purchased power surcharge process decreased due primarily to lower fuel prices in the first nine months of 2010 compared to the same period in 2009.

Wholesale revenue decreased in the first nine months of 2010 compared to the same period in 2009.  Base revenue did not change in the first nine months of 2010 compared to the same period in 2009.  Lower wholesale kWh sales as a result of changes in consumer consumption patterns was offset by an increase in rates charged to wholesale customers as a result of Chugach’s 2008 Test Year Rate Case.  Fuel and purchased power expense recovered through the fuel and purchased power surcharge process decreased due primarily to lower fuel prices in the first nine months of 2010 compared to the same period in 2009.  Economy energy revenue increased during the first nine months of 2010 compared to the same period in 2009 due to increased sales to Golden Valley Electric Association, Inc. (GVEA).   Chugach’s sales agreement with GVEA expired in March of 2009 and another sales agreement wasn’t completed until September of 2009.

Based on the results of fixed and variable cost recovery established in Chugach’s last rate case, wholesale sales to HEA, MEA and Seward contributed approximately $19.9 million to Chugach’s fixed costs for the nine months ended September 30, 2010, and $21.1 million for the nine months ended September 30, 2009, respectively.

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The following table shows the base rate sales revenue and fuel and purchased power revenue by customer class that is included in revenue for the nine months ended September 30, 2010 and 2009:

	Base Rate Sales Revenue							Fuel and Purchased Power Revenue							Total Revenue
	2010		2009		% Variance			2010		2009		% Variance			2010		2009		% Variance
Retail
Residential	$	32.7	$	32.3		1.2	%	$	18.1	$	28.6		(36.7	%)	$	50.8	$	60.9		(16.6	%)
Small Commercial	$	5.4	$	5.9		(8.5	%)	$	3.9	$	6.1		(36.1	%)	$	9.3	$	12.0		(22.5	%)
Large Commercial	$	21.0	$	20.3		3.4	%	$	17.3	$	27.0		(35.9	%)	$	38.3	$	47.3		(19.0	%)
Lighting	$	1.0	$	1.0		0.0	%	$	0.1	$	0.2		(50.0	%)	$	1.1	$	1.2		(8.3	%)
Total Retail	$	60.1	$	59.5		1.0	%	$	39.4	$	61.9		(36.3	%)	$	99.5	$	121.4		(18.0	%)
Wholesale
HEA	$	8.9	$	8.7		2.3	%	$	14.7	$	24.7		(40.5	%)	$	23.6	$	33.4		(29.3	%)
MEA	$	15.4	$	15.6		(1.3	%)	$	23.3	$	37.1		(37.2	%)	$	38.7	$	52.7		(26.6	%)
SES	$	1.0	$	1.0		0.0	%	$	2.0	$	3.3		(39.4	%)	$	3.0	$	4.3		(30.2	%)
Total Wholesale	$	25.3	$	25.3		0.0	%	$	40.0	$	65.1		(38.6	%)	$	65.3	$	90.4		(27.8	%)
Economy Sales	$	3.2	$	0.4		700.0	%	$	14.4	$	2.1		585.7	%	$	17.6	$	2.5		604.0	%
Miscellaneous	$	2.0	$	1.9		5.3	%	$	0.0	$	0.0		0.0	%	$	2.0	$	1.9		5.3	%
Total Revenue	$	90.6	$	87.1		4.0	%	$	93.8	$	129.1		(27.3	%)	$	184.4	$	216.2		(14.7	%)

The following table summarizes kWh sales for the nine months ended September 30:

Customer	2010 kWh		2009 kWh
Retail		845,639,029		859,881,745
Wholesale		907,479,099		932,095,629
Economy Energy		219,142,000		26,056,300
Total		1,972,260,128		1,818,033,674

Base rates charged to retail and wholesale customers in the first nine months of 2010 include base rate changes effective October 9, 2009.  The base rate changes were effective on an interim and refundable basis and were the result of proposed rates included in Chugach’s 2008 Test Year Rate Case filed with the RCA on June 23, 2009.   Base rates charged to retail customers increased 3.3 percent and base rates charged to wholesale customers HEA, MEA and Seward increased 7.8 percent, 2.0 percent and 9.7 percent, respectively, in the first nine months of 2010 compared to the same period in 2009.

Total operating expenses decreased $31.8 million, or 15.9%, in the first nine of 2010 over the same period in 2009.

Fuel expense decreased $22.6 million, or 22.3%, in the first nine months of 2010 compared to the same period in 2009. The decrease was due primarily to a decrease in fuel price, which was partially offset by an increase in fuel used.  The increase in fuel used was caused primarily by an increase in economy energy sales.  In the first nine months of 2010, Chugach used 21,041,385 MCF of fuel at an average effective price of $4.20 per MCF, which includes 2,343,898 MCF of fuel that is recorded as purchased power expense. In the first nine months of 2009, Chugach used 18,441,637 MCF of fuel at an average effective price of $6.58 per MCF, which includes 3,070,111 MCF of fuel that is recorded as purchased power.

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Production expense increased $793.3 thousand, or 6.2%, in the first nine months of 2010 compared to the same period in 2009. The increase was due to maintenance on Bernice Lake Unit 3 and Beluga Unit 6 in the first nine months of 2010, which was in excess of the maintenance on Beluga Unit 8 and expenditures associated with the water treatment system at the Bernice Lake Power Plant in 2009.

Purchased power expense, which included the cost of 2,343,898 MCF of fuel associated with purchases from the Nikiski Cogeneration plant, decreased $11.3 million, or 38.1%, in the first nine months of 2010 compared to the same period in 2009.  The decrease was due to a decrease in the effective price, primarily associated with the price of fuel and the unavailability of purchases from the Nikiski plant in the first quarter due to maintenance.  In the first nine months of 2010, Chugach purchased 374,351 MWh of energy at an average effective price of 4.65 cents per kWh.  In the first nine months of 2009, Chugach purchased 391,138 MWh of energy at an average effective price of 7.33 cents per kWh.

Transmission expense did not materially change in the first nine months of 2010 compared to the same period in 2009.

Distribution expense did not materially change in the first nine months of 2010 compared to the same period in 2009.

Consumer accounts increased $226.0 thousand, or 5.9%, in the first nine months of 2010 compared to the same period in 2009 due primarily to an increase in customer assistance programs, to include smart power education and process improvements.

Administrative, general and other expenses increased $1.2 million, or 8.1%, in the first nine months of 2010 compared to the same period in 2009. The increase was due primarily to current costs associated with prior workers compensation claims and higher general and administrative labor in the first nine months of 2010 compared to the same period in 2009.

Depreciation and amortization expense did not materially change in the first nine months of 2010 compared to the same period in 2009.

Interest on long-term debt decreased $5.4 million, or 35.4%, in the first nine months of 2010 compared to the same period in 2009.  The decrease was due primarily to the reclassification of the interest expense associated with the 2001 Series A Bonds, due March 15, 2011, from long-term to short-term and a lower debt balance in 2010 as a result of principal payments on our CoBank debt.  That decrease was somewhat offset by an increase in interest rates in the first nine months of 2010 compared to the same period in 2009.

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Other interest expense increased $5.1 million in the first nine months of 2010 compared to the same period in 2009.  The increase was due primarily to the reclassification of the interest expense associated with the 2001 Series A Bonds, due March 15, 2011, from long-term to short-term and the difference between the balance and associated interest rate of our commercial paper in the first nine months of 2010 compared to the same period in 2009.

Interest charged to construction increased $314.5 thousand, or 79.2%, in the first nine months of 2010 compared to the same period in 2009 due primarily to an increase in the average Construction Work in Progress (CWIP) balance that is debt financed.  That was due primarily to expenditures associated with the SPP project.

Non-operating margins decreased $10.1 thousand, or 3.2%, in the first nine months of 2010 compared to the same period in 2009.  The increase was due primarily to an increase in interest income caused by a higher cash balance in the first nine months of 2010 compared to the same period in 2009, which was somewhat offset by a decrease in Allowance for Funds Used During Construction (AFUDC) caused by a lower average CWIP balance that is equity financed.

Financial Condition

Assets

Total assets increased $19.1 million, or 3.4%, from December 31, 2009 to September 30, 2010.  Net utility plant increased $21.0 million, or 4.5%, due primarily to extension and replacement of plant in excess of depreciation expense, primarily associated with SPP. Cash and cash equivalents increased $7.1 million caused primarily by the timing of additional commercial paper issuances and the payment of expenditures. Materials and supplies increased $1.3 million, or 4.4%, due primarily to the purchase of materials for planned generation projects. Prepayments increased $1.2 million caused by the annual renewal of property insurance and the balance of the prepayment of health and welfare premiums for 2010.

These increases were offset by decreases in other property and investments, accounts receivable and deferred charges.  Other property and investments decreased $295.8 thousand, or 2.3%, due to an equity retirement from CoBank.  Accounts receivable decreased $9.3 million, or 28.4%, due primarily to a decrease in the energy and fuel component of consumer’s invoices.  Deferred charges decreased $2.0 million, or 9.3%, due to the amortization of existing deferred charges which exceeded the costs associated with current deferred projects.

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Liabilities and Equity

Total liabilities, equities and margins increased $19.1 million, or 3.4%, from December 31, 2009 to September 30, 2010.  The increase included a $1.4 million, or 0.9%, increase in total equities and margins due to the margins generated in the first nine months of 2010.  Current installments of long-term obligations increased $148.7 million due to the reclassification of the 2001 Series A Bonds due March 15, 2011, from long-term obligations.  Commercial paper increased $21.0 million, or 40.8%, due to an increase in SPP financing requirements.  Accounts payable increased $3.9 million, or 38.0%, due primarily to the timing of construction payments.  Fuel and purchased power cost over-recovery increased $1.1 million, or 32.0%, due to the over-collection of the prior quarter’s fuel and pu rchased power costs recovered through the fuel surcharge process.  Salaries, wages and benefits increased $1.2 million, or 20.4%, due to an increase in pension benefits and the timing of the payment of accrued labor.    

These increases were offset by a $152.6 million, or 49.6%, decrease in total long-term obligations, caused by the reclassification of the 2001 Series A Bonds due March 15, 2011 to current portion and to the principal payments on CoBank 2, 3, 4 and 5 in the first nine months of 2010.  Consumer deposits decreased $267.4 thousand, or 10.9%, and accrued interest decreased $4.3 million, or 71.4%, caused by the semi-annual interest payments on our bonds.  Fuel payable decreased $650.6 thousand, or 4.4%, caused by the timing of our fuel payments.  Other liabilities decreased $285.1 thousand, or 23.1%, caused by the payment of Chugach’s annual gross receipts tax and the payment of the remaining 2009 retirement of patronage capital in the first quarter of 2010.  Deferred liabilities decreased $147.3 thousand, or 9.1%, caused by a decrease in customer advances for construction.

LIQUIDITY AND CAPITAL RESOURCES

Summary

We ended the first nine months of 2010 with $10.6 million of cash and cash equivalents, up from $3.5 million at December 31, 2009.  We did not utilize the $50.0 million line of credit that we maintain with NRUCFC in the first nine months of 2010, therefore, this line of credit had no outstanding balance and our available borrowing capacity under this line was $50.0 million at September 30, 2010.  We issued commercial paper in the first nine months of 2010 and had $72.5 million of commercial paper outstanding at September 30, 2010, thus our available borrowing capacity under our Commercial Paper Program at September 30, 2010, was $227.5 million.

Cash equivalents consist of all highly liquid debt instruments with a maturity of three months or less when purchased and an Overnight Repurchase Agreement with First National Bank Alaska (FNBA).

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Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities for the periods ended September 30.

	2010			2009
Total cash provided by (used in):
Operating activities	$	32,373,232		$	21,938,049
Investing activities		(43,056,954	)		(21,389,832	)
Financing activities		17,813,483			(1,706,340	)
Increase (decrease) in cash and cash equivalents	$	7,129,761		$	(1,158,123	)

Operating Activities

Cash provided by operating activities was $32.4 million for the period ended September 30, 2010, compared with $21.9 million for the period ended September 30, 2009. Assignable margins increased to $1.4 million in the first nine months of 2010, compared with $0.8 million in the first nine months of 2009.  The change in cash provided by operating activities was due primarily to changes in depreciation and amortization, accounts receivable, fuel cost under-recovery, prepayments, fuel cost over-recovery, salaries, wages and benefits and fuel.  The change in depreciation and amortization was due primarily to depreciation on additional extension and replacement of plant and the accounts receivable change was due primarily to a decrease in the energy and fuel component of consumer’s invoices.  The change in fuel cost under-recovery was due to the collection of fuel and purchased power costs recovered through the fuel surcharge process.  The change in prepayments was due primarily to the prepayment of health and welfare premiums for 2010.  The change in fuel cost over-recovery was due to the over-collection of fuel and purchased power costs recovered through the fuel surcharge process.  The change in salaries, wages and benefits was due primarily to an increase in pension benefits while the change in fuel payable was due primarily to the change in fuel prices and the difference in the level of economy energy sales.

Investing Activities

Cash used in investing activities was $43.1 million for the period ended September 30, 2010, compared with $21.4 million for the period ended September 30, 2009.  The increase in cash used in investing activities for the period ended September 30, 2010, compared with the period ended September 30, 2009, was due to the level of construction activity, primarily related to SPP.  Capital construction for 2010 is estimated at $111.9 million.  Capital improvement expenditures, excluding expenditures related to SPP, are expected to decrease during the fourth quarter as the construction season ends.

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Financing Activities

Cash provided by financing activities was $17.8 million for the period ended September 30, 2010, compared to cash used for financing activities of $1.7 million for the period ended September 30, 2009.  The change in cash provided by or used in financing activities for the period ended September 30, 2010, compared with the period ended September 30, 2009, was due primarily to the use of commercial paper to pay long-term debt, as well as the payment of short term borrowings and notes payable in 2009 compared to the issuance of additional commercial paper and the payment of debt in the first nine months of 2010.  The change was also due to an increase in customer advances for construction.

Sources of Liquidity

Chugach has satisfied its operational and capital cash requirements through internally generated funds, a $50 million line of credit from NRUCFC and a $300 million Commercial Paper Program.  At September 30, 2010, there was no outstanding balance on our NRUCFC line of credit and $72.5 million of outstanding commercial paper.  Thus, at September 30, 2010, our available borrowing capacity under our line of credit was $50 million and our available commercial paper capacity was $227.5 million.

Chugach also has a term loan facility with CoBank.  Loans made under this facility are evidenced by promissory notes governed by the Master Loan Agreement, which became effective on January 22, 2003.

At September 30, 2010, Chugach had the following promissory notes outstanding with this facility:

Promissory Note	Principal Balance		Interest Rate at September 30, 2010	Maturity Date	Principal Payment Dates
CoBank 3		16,914,427	2.60%	2022	2003 – 2022
CoBank 4		18,487,863	2.60%	2022	2003 – 2022
CoBank 5		2,162,668	2.60%	2012	2007 – 2012
Total	$	37,564,958

Over the next several years Chugach anticipates incurring increased amounts of capital expenditures due to the construction of a gas-fired generation project and on going capital needs.  In addition, we expect to refinance certain existing debt.  Commercial paper is being issued and will act as a bridge until Chugach converts commercial paper balances to long term debt and to refinance the 2001 and 2002 Series A bonds due 2011 and 2012, respectively.  Chugach’s Commercial Paper Program is backed by a $300 million Unsecured Credit Agreement, executed on October 10, 2008, however, at this time, management intends to renew this agreement although the terms may be different.  Chugach began issuing commercial paper in 2009 and had a balance of $72.5 million outstanding at September 30, 2010.&# 160; Our commercial paper can be repriced between one and two hundred and seventy days.

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Chugach management continues to expect that cash flows from operations and external funding sources, including additional commercial paper borrowings, will be sufficient to cover operational, financing and capital funding requirements in 2010 and thereafter.

CRITICAL ACCOUNTING POLICIES

Chugach’s accounting and reporting policies comply with U.S. generally accepted accounting principles (GAAP).  The preparation of financial statements in conformity with GAAP requires that management apply accounting policies and make estimates and assumptions that effect results of operations and reported amounts of assets and liabilities in the financial statements.  Critical accounting policies are those policies that management believes are the most important to the portrayal of Chugach's financial condition and results of its operations, and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about matters that are inherently uncertain. Most accounting policies are not considered by management to be critical accounting policies.  Se veral factors are considered in determining whether or not a policy is critical in the preparation of financial statements.  These factors include, among other things, whether the estimates are significant to the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including third parties or available prices, and sensitivity of the estimates to changes in economic conditions and whether alternative accounting methods may be utilized under GAAP.  For all of these policies management cautions that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.  Management has discussed the development and the selection of critical accounting policies with Chugach's Audit Committee. The following policies are considered to be critical accounting policies for the quarter ended September 30, 2010.

Electric Utility Regulation

Chugach is subject to regulation by the Regulatory Commission of Alaska (RCA). The RCA sets the rates Chugach is permitted to charge customers based on allowable costs.  As a result, Chugach applies FASB ASC 980, “Topic 980 – Regulated Operations.”Through the ratemaking process, the regulators may require the inclusion of costs or revenues in periods different than when they would be recognized by a non-regulated company.  This treatment may result in the deferral of expenses and the recording of related regulatory assets based on anticipated future recovery through rates or the deferral of gains or creation of liabilities and the recording of related regulatory liabilities.  The application of FASB ASC 980 has a further effect o n Chugach's financial statements as a result of the estimates of allowable costs used in the ratemaking process.  These estimates may differ from those actually incurred by the Company; therefore, the accounting estimates inherent in specific costs such as depreciation and pension and post-retirement benefits have less of a direct impact on Chugach's results of operations than they would on a non-regulated company.  Significant regulatory assets and liabilities have been recorded.  Management reviews the ultimate recoverability of these regulatory assets and liabilities based on applicable regulatory guidelines.  However, adverse legislation and judicial or regulatory actions could materially impact the amounts of such regulatory assets and liabilities and could adversely impact Chugach’s financial statements.

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Unbilled revenue

Chugach calculates unbilled retail revenue at the end of each month to ensure the recognition of a calendar month’s revenue.  Chugach estimates calendar-month unbilled sales based on billing cycle sales, billing cycle read dates, weather and hours of darkness to produce an estimate of calendar sales.  This estimate of calendar sales is calibrated to deliveries measured at Chugach distribution substations, net of losses.  Chugach then uses the calibrated estimate of unbilled billing class determinants to produce an estimate of calendar month revenue.  Chugach accrued $6,371,177 and $7,924,356 of unbilled retail revenue at September 30, 2010 and 2009, respectively.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Information required by this Item is contained in Note 7 to the “Notes to Financial Statements” within Part I of this Form 10-Q.

OUTLOOK

Procuring a new power generation facility, low-cost financing and replacement revenue sources for some significant wholesale customer loads that will potentially be leaving in 2014, all while controlling operating expenses to minimize impacts on customer rates,  are some of the challenges Chugach has faced and will continue to face in the near and intermediate term.

These issues, along with emerging energy issues and state political factors, will shape how Chugach proceeds into the future.

Chugach has entered an agreement with AML&P to construct and own as tenants in common a new 183 MW natural gas-fired power plant.  Chugach will own and take approximately 70 percent of the new plant’s output and AML&P will own and take the remaining output.  Currently, major components have been ordered and engineering is moving forward.  Chugach executed an Engineering, Procurement and Construction (EPC) contract in June and a Once Through Steam Generator (OTSG) equipment contract in August and finalized the transportation of the steam turbine generator in September of this year.

On October 5, 2010, the RCA, acting on a petition filed by Chugach, concluded that Chugach may include in future rates $197 million in expenditures attributable to three principal contracts to build SPP when the plant becomes used and useful.  The RCA found that “it is in the public interest to provide cost recovery assurance” to Chugach regarding these costs.  This action is unprecedented in Alaska regulatory history and is a noteworthy endorsement of Chugach’s decision to build this new facility.

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Chugach’s interim financing for the plant will come from a commercial paper borrowing program that was established via a $300 million unsecured credit agreement in 2008.

On April 2, 2010, Chugach submitted a new long-term natural gas supply contract with Marathon Alaska Production, LLC (“MAP”), to the RCA.  The new MAP contract will provide gas beginning April 1, 2011, terminating March 31, 2013.  MAP has two contract extension options that can be exercised during the first year of the initial contract.  MAP could extend the contract to December 31, 2013, by exercising the first contract extension option by March 31, 2011.  The second contract option could be exercised by December 31, 2011, and would extend the contract through December 31, 2014.  The total amount of gas under contract is estimated at 26 BCF for the initial two year term of the contract with volumetric and delivery terms to be determined for each contract extension period that could provide up to an additional 16 BCF through December 31, 2014.  The RCA approved the gas supply contract effective May 17, 2010.

The State of Alaska Department of Natural Resources (DNR) completed a preliminary engineering and geological evaluation of the remaining Cook Inlet gas reserves in December of 2009.  The study identified 863 BCF of proved, developed, producing reserves, additional probable reserves of 279 BCF and an additional increment of 353 BCF in high-confidence pay intervals.  Combined, these 1.5 trillion cubic feet of gas reserves are similar to the 1.4 trillion cubic feet of gas reserves identified in a 2004 study undertaken by the Department of Energy in 2004.  Given current demand and deliverability, DNR estimates at minimum a 10-year supply of gas exists in currently producing leases.  DNR does note that economic considerations will play a major role in whether producers continue drilling and development a ctivities to meet demand.  Chugach has been working closely with the state and Cook Inlet producers to develop a comprehensive Cook Inlet resource management plan that will meet this goal.  Chugach continues to explore its options for future fuel supply needs by working with developers on commercial terms for natural gas storage and the State of Alaska on energy policies to promote gas development in Cook Inlet and other in-state gas options such as the North Slope Spur Line or Bullet line to Southcentral Alaska.  Chugach is also evaluating natural gas storage and import options as transition gas until in-state gas options are developed.

Notification was made by MEA in 2004 and by HEA in 2007 that neither organization intends to be on the Chugach system under the current contractual arrangements post 2014.  This would result in a loss of approximately 50 percent of Chugach’s power sales load and approximately 40 percent of the utility’s annual sales revenue.  This would also result in a decrease in certain fixed and variable costs, however, the remaining customers will have to shoulder the burden imposed by the remaining costs and will likely face higher rates.  Chugach can sustain operations and meet financial covenants in the event these two wholesale customers leave the system because cost recovery would transfer to the remaining customers on Chugach’s system.

On April 13, 2010, HEA issued a press release stating that HEA’s solely-owned power generation and transmission entity, Alaska Electric and Energy Cooperative, Inc. (AEEC), approved a design engineer to complete design for the Nikiski generation conversion project. AEEC currently owns a 40 MW natural gas fired generation plant that is dispatched as part of Chugach’s overall system.  The conversion project entails adding a steam turbine and increasing the output of the plant to 77 MW.  HEA intends to purchase all of the output from this unit upon expiration of the Chugach contract in 2013.  Chugach is currently negotiating with HEA for generation and transmission reserves necessary to meet the balance of HEA’s power requirements.

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MEA does not have significant resources in place at this time that would indicate a complete reduction in service from Chugach is probable or even possible.  At the August 26, 2009, Chugach Board of Directors’ meeting and in a letter dated September 3, 2009, MEA’s then Interim General Manager advised Chugach that MEA desires to open discussions regarding power sales possibilities beyond 2014.  Discussions have been ongoing throughout 2010.

Chugach is continuing to pursue replacement sources of revenue through potential new firm power sales agreements and transmission wheeling and ancillary services tariff additions.  We believe that successful implementation of new power sales agreements and revised tariffs will mitigate anticipated rate increases in the 2014 and 2015 timeframe.  However, we cannot assure that we will be able to completely replace sources of revenue or that any replacement of revenue sources or new tariffs will fully mitigate any anticipated rate increases in this timeframe.

A State of Alaska Energy Plan set a goal that renewable energy and alternative fuel sources account for one-half of the state’s energy sales by 2025.  This is in concert with Chugach’s conceptual goal to move from a “90 – 10” (90 percent fossil fuel – 10 percent renewable alternative) generation mix to a “10 – 90” generation mix.  Chugach’s challenge in the coming years will be to find low-cost, highly efficient generation projects that lead toward this goal.

In 2009 and 2010, the Alaska Legislature considered, but did not adopt, legislation to create the Greater Railbelt Energy and Transmission Corporation (GRETC).  The purpose of the corporation was to “plan for the financing, acquisition, construction, ownership, and operation of necessary electric power generation and transmission assets and services that would be necessary to provide the Railbelt with adequate, reliable, safe, and stable electric power and transmission services at the lowest feasible long-term cost.”  The six Railbelt utility governing bodies worked cooperatively on this legislation.  The Railbelt utilities will continue to support establishment of an organization to do at least some of the mission foreseen for GRETC.  Chugach is an active participant in this process and , with other utilities, is considering establishing a Railbelt Generation and Transmission Cooperative as an alternative to GRETC.

Chugach is coordinating with other parties, including the State of Alaska, private developers and other utilities in the planning and potential development of renewable energy resources.  The Alaska legislature approved $10 million in the state capital budget for the AEA to coordinate Railbelt large scale hydro planning, design and permitting.  Chugach will work with AEA and other parties on this effort.

Potential renewable resources that Chugach is actively exploring with developers include the Fire Island wind project being proposed by Fire Island Wind, LLC, Mt. Spurr Geothermal being proposed by Ormat Technologies, Inc., landfill gas and a potential waste-to-energy project in Anchorage.  Other potential projects include wind power developments in the HEA and GVEA service areas.  Chugach, in coordination with other Railbelt utilities and the National Renewable Energy Laboratory (NREL), is currently involved in wind integration studies to determine if wind resources can be cost effectively added to Chugach’s and the Railbelt’s islanded grid system.

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Approximately 70 percent of Chugach’s employees are represented by the IBEW.  We have three agreements with the IBEW.  We also have an agreement with the HERE.  All current agreements were due to expire on June 30, 2010.  On February 24, 2010, the Board of Directors approved three year extensions of the three IBEW CBA’s.  The three extensions provide no wage increase in the first year and wage increases tied to changes in the CPI in the second and third years, with a floor on the minimum increase and a cap on the maximum increase.  The wage increases also have an indirect connection to Chugach’s financial performance.  The contract extensions expire on June 30, 2013.  On April 28, 2010, the Board of Directors approved a three year extension o f the HERE agreement.  The extension contains an increase in the employer health and welfare contribution in each year of the extension but does not provide for a wage or pension increase.  The contract extension expires on June 30, 2013.

ENVIRONMENTAL MATTERS

Compliance with Environmental Standards

Chugach’s operations are subject to certain federal, state and local environmental laws and regulations, which seek to limit air, water and other pollution and regulate hazardous or toxic waste disposal.  While we monitor these laws and regulations to ensure compliance, they frequently change and often become more restrictive.  When this occurs, the costs of our compliance generally increase.

We include costs associated with environmental compliance in both our operating and capital budgets.  We accrue for costs associated with environmental remediation obligations when those costs are probable and reasonably estimable.  We do not anticipate that environmental related expenditures will have a material effect on our results of operations or financial condition.  We cannot, however, predict the nature, extent or cost of new laws or regulations relating to environmental matters.

The Clean Air Act and Environmental Protection Agency (EPA) regulations under the act (the “Clean Air Act”) establish ambient air quality standards and limit the emission of many air pollutants.  Some Clean Air Act programs that regulate electric utilities, notably the Title IV “acid rain” requirements, do not apply to facilities located in Alaska.

New Clean Air Act regulations impacting electric utilities may result from future events or may result from new regulatory programs.  On October 30, 2009, EPA published new federal regulations requiring the mandatory reporting of greenhouse gases from all sectors of the economy. Chugach is subject to this new regulation, which is not expected to have a material effect on our results of operations, financial position, and cash flows.  While we cannot predict whether any additional new regulation would occur or its limitation, it is possible that new laws or regulations could increase our capital and operating costs. We have obtained or applied for all Clean Air Act permits currently required for the operation of our generating facilities.

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Chugach is subject to numerous other environmental statutes including the Clean Water Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Endangered Species Act, and the Comprehensive Environmental Response, Compensation and Liability Act and to the regulations implementing these statutes.  We do not believe that compliance with these statutes and regulations to date has had a material impact on our financial condition or results of operation.  However, new laws or regulations, implementation of final regulations or changes in or new interpretations of these laws or regulations could result in significant additional capital or operating expenses.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES MARKET RISK

Chugach is exposed to a variety of risks, including changes in interest rates and changes in commodity prices due to repricing mechanisms inherent in gas supply contracts.  In the normal course of our business, we manage our exposure to these risks as described below.  We do not engage in trading market risk-sensitive instruments for speculative purposes.

Interest Rate Risk

At September 30, 2010, our short- and long- term debt was comprised of our 2001 and 2002 Series A Bonds, promissory notes owed to CoBank and outstanding commercial paper.

The interest rates of our 2001 and 2002 Series A Bonds are fixed at 6.55 and 6.20 percent, respectively, per annum.  At September 30, 2010, we had $270.0 million of 2001 and 2002 Series A Bonds outstanding.  The fair value at September 30, 2010, was $281.7 million.

Chugach is exposed to market risk from changes in interest rates associated with our other credit facilities.  Our credit facilities’ interest rates may be reset due to fluctuations in a market-based index, such as the London Interbank Offered Rate (LIBOR) or the base rate or prime rate of our lenders.  A 100 basis-point rise in interest rates would increase our interest expense by approximately $1.1 million, and a 100 basis point decline in interest rates would decrease our interest expenses by approximately $614.9 thousand, based on $110.1 million of variable rate debt outstanding at September 30, 2010.

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Commodity Price Risk

Chugach’s gas contracts provide for adjustments to gas prices based on fluctuations of certain commodity prices and indices.  Because fuel and purchased power costs are passed directly to our wholesale and retail customers through a fuel surcharge mechanism, fluctuations in the price paid for gas pursuant to long-term gas supply contracts does not normally impact margins.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures

As of the end of the period covered by this report, Chugach evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Chugach’s CEO and Chief Financial Officer (CFO) supervised and participated in this evaluation.  Based on this evaluation, Chugach’s CEO and CFO each concluded that as of the end of the period covered by this report, Chugach’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in its periodic reports to the SEC.  In addition, there have been no changes in Chugach’s internal controls over financial reporting or in other factors known to management during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect its internal controls over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Information required by this Item is contained in Note 6 to the “Notes to Financial Statements” within Part I of this Form 10-Q.

ITEM 1A.  RISK FACTORS

Fuel Supply

In 2009, 90 percent of our power was generated from gas, which included power generated at Nikiski.  Our primary suppliers of natural gas are the Beluga River Field Producers and Marathon.  Chugach currently has a contract in place to fill 100 percent of Chugach’s unmet needs until April 2011, approximately 50 percent of Chugach’s unmet needs from May 2011 through December 2014, approximately 60 percent in 2015 and approximately 29 percent in 2016.

On April 2, 2010, Chugach submitted a new long-term natural gas supply contract with Marathon Alaska Production, LLC (“MAP”), to the RCA.  The new MAP contract will provide gas on April 1, 2011, terminating March 31, 2013.  MAP has two contract extension options that can be exercised during the first year of the initial contract.  MAP could extend the contract to December 31, 2013, by exercising the first contract extension option by March 31, 2011.  The second contract option could be exercised by December 31, 2011, and would extend the contract through December 31, 2014.  The total amount of gas under contract is estimated at 26 BCF for the initial two year term of the contract with volumetric and delivery terms to be determined for each contract extension period that co uld provide up to an additional 16 BCF through December 31, 2014.  The RCA approved the gas supply contract effective May 17, 2010.

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With the approval of the MAP contract, Chugach has ensured 100 percent of its natural gas needs will be met at least through March 31, 2013.

The RCA approved inclusion of all fuel (gas) and transportation costs related to our current contracts in the calculation of Chugach’s fuel surcharge process which will ensure, in advance, that costs incurred under the contracts can be recovered from Chugach’s customers.  The fuel surcharge process allows Chugach to recover its current fuel and purchased power costs with minimal regulatory lag.  To the extent the regulated fuel recovery process does not provide for the timely recovery of fuel expenses, Chugach could experience a material negative impact on its cash flows.  Chugach has line of credit and commercial paper borrowing capacity to mitigate this risk.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  RESERVED

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

Transportation Agreement between the Registrant and Beluga Pipeline Company dated effective October 1, 2010.

Transportation Agreement For Interruptible Transportation Of Natural Gas between the Registrant and Kenai Nikiski Pipeline dated effective October 1, 2010.

Gas Exchange Contract between the Registrant and Union Oil Company of California dated effective October 1, 2010.

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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned thereunto duly authorized.

CHUGACH ELECTRIC ASSOCIATION, INC.

By:	/s/ Bradley W. Evans
	Bradley W. Evans
	Chief Executive Officer
By:	/s/ Michael R. Cunningham
	Michael R. Cunningham
	Chief Financial Officer
Date:	November 11, 2010

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EXHIBITS

Listed below are the exhibits, which are filed as part of this Report:

Exhibit Number	Description
10.68	Transportation Agreement between the Registrant and Beluga Pipeline Company dated effective October 1, 2010
10.69	Transportation Agreement For Interruptible Transportation Of Natural Gas between the Registrant and Kenai Nikiski Pipeline dated effective October 1, 2010
10.70	Gas Exchange Contract between the Registrant and Union Oil Company of California dated effective October 1, 2010
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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EX-10.68

Exhibit 10.68

TRANSPORTATION AGREEMENT

AGREEMENT

FOR TRANSPORTATION OF NATURAL GAS

Transportation Agreement No. ______________

This AGREEMENT FOR Transportation SERVICE (“Agreement”) is made and entered into this 16th day of September,  2010, between:

Beluga Pipeline Company (“Pipeline”)

and

Chugach Electric Association, Inc._ (“Shipper”).

Witnesseth:  That in consideration of the mutual covenants contained herein the parties agree as follows:

SECTION 1 Service to be Rendered and obligations under the tariff

1.1 Commencing on the Effective Date, Pipeline shall perform and Shipper shall receive Transportation Service for the Transportation of Natural Gas from any Receipt Point to any Delivery Point as available in accordance with the provisions of Pipeline’s effective Tariff on file with the Regulatory Commission of Alaska (“Commission”), as the same may be amended or superseded in accordance with the Rules and Regulations of the Commission.

1.2 The rules and regulations of the Tariff, setting out the terms and conditions under which Service is provided by Pipeline and received by Shipper, establish reciprocal obligations of the Parties hereto and are incorporated by reference as though set out in full herein.  Shipper acknowledges that it has received and read the Tariff and that it will adhere to Shipper’s obligations thereunder. Shipper will also cause its suppliers and customers to act in accordance with their obligations and Shipper’s obligations under the Tariff.

SECTION 2 TERM

2.1 This Agreement shall be effective as of October 1, 2010 (“Effective Date”) and remains in effect for a primary term of one (1) month from the effective date.

2.2 After expiration of the primary term, this Agreement shall remain in effect on a month-to-month basis unless otherwise terminated by Pipeline or Shipper (“Terminating Party”).  To terminate the Agreement, the Terminating Party must provide the other party at least thirty (30) days notice before the date of termination at the address provided in Section 4 of this Agreement.  Pipeline may terminate this Agreement in the event of repeated or willful disregard of the Shipper’s obligations under Pipeline’s Tariff.  It is recognized, however, that termination of Service under this Agreement may require abandonment authorization from the Commission.

SECTION 3 Rates

3.1 Shipper shall pay the currently effective rates set forth in Pipeline’s Tariff as may be revised and superseded subject to Commission approval, from time to time.

NOTICES

4.1 Notices to Pipeline under this Agreement shall be addressed to:

Beluga Pipeline Company, LLC

43280 N. Kenai Road

Kenai, Alaska 99611-2399

Attention:  Area Manager

Fax:  907-283-6198

4.2 Notices to Shipper under this Agreement shall be addressed to:

Chugach Electric Association, Inc.

5601 Electron Drive

P.O. Box 196300

Anchorage, Alaska 99519-6300

Attention:  Manager, Fuel Supply

Fax:  907-762-4191

IN WITNESS WHEREOF, the Parties have duly executed this Agreement in several counterparts by their duly authorized officers with effect as of the day first above written.

Shipper: Chugach Electric Association, Inc.	Marathon Oil Company, dba Kenai Nikiski Pipeline
/s/ Lee Thibert	/s/ Craig Chambers
Lee Thibert,	Craig Chambers,
Sr. VP Strategic Planning and Corporate Affairs	Commercial Manager

EX-10.69

Exhibit 10.69

AGREEMENT FOR INTERRUPTIBLE TRANSPORTATION OF NATURAL GAS

Kenai Nikiski Pipeline

Interruptible Transportation Agreement No. _________________

This TRANSPORTATION AGREEMENT FOR INTERRUPTIBLE TRANSPORTATION OF NATURAL GAS (“Interruptible Transportation Agreement” or “Agreement”) is made and entered into as of September 16, 2010 and shall be effective as of October 1, 2010 (“Effective Date”) between:

Marathon Oil Company, dba Kenai Nikiski Pipeline (“Transporter”) and

Chugach Electric Association, Inc., (“Shipper”).

Witnesseth:  That in consideration of the mutual covenants contained herein the parties agree as follows:

SECTION 1 SERVICE TO BE RENDERED

Transporter shall perform and Shipper shall receive Interruptible Transportation Service from any Receipt Point and to any Delivery Point as available in accordance with the provisions of Transporter’s effective Rate Schedule IT-1 and/or Rate Schedule IT-2 and the applicable Rules and Regulations of Transporter’s Gas Tariff on file with the Regulatory Commission of Alaska (“Commission”) as the same may be amended or superseded in accordance with the Rules and Regulations of the Commission.  The provisions of Transporter’s Gas Tariff are incorporated by reference in this Agreement.

SECTION 2 TERM

This Agreement shall be for a primary term of One (1) Month, commencing on the Effective Date.

After expiration of the primary term, this Agreement shall remain in effect on a month-to-month basis unless otherwise terminated by Transporter or Shipper (“Terminating Party”).  To terminate the Agreement, the Terminating Party must provide the other party at least thirty (30) days notice before the date of termination at the address provided in Section 4 of this Agreement.

SECTION 3. RATES

Shipper shall pay the currently effective Rate Schedule IT-1 or IT-2 Rates, as applicable, set forth in Transporter’s Tariff as may be revised and superseded subject to Commission approval, from time to time.

SECTION 4. NOTICES

Notices to Transporter under this Agreement shall be addressed to:

Kenai Nikiski Pipeline

43280 Kenai Spur Highway

P.O. Box 2399

Kenai, Alaska 99611

Attention:  Area Manager

Fax:  907-283-6198

Notices to Shipper under this Agreement shall be addressed to:

Chugach Electric Association, Inc.

5601 Electron Drive

P.O. Box 196300

Anchorage, Alaska 99519-6300

Attention:  Manager, Fuel Supply

Phone:  907-762-4577

Fax:  907-762-4191

SECTION 5. SUPERSEDED AGREEMENTS [NONE]

IN WITNESS WHEREOF, the Parties have duly executed Interruptible Transportation Agreement in several counterparts by their duly authorized officers with effect as of the day first above written.

Shipper: Chugach Electric Association, Inc.	Marathon Oil Company, dba Kenai Nikiski Pipeline
/s/ Lee Thibert	/s/ Craig Chambers
Lee Thibert,	Craig Chambers,
Sr. VP Strategic Planning and Corporate Affairs	Commercial Manager

EX-10.70

Exhibit 10.70

GAS EXCHANGE CONTRACT

BETWEEN

CHUGACH ELECTRIC ASSOCIATION, INC.

AND

UNION OIL COMPANY OF CALIFORNIA

Effective Date 1 October 2010

GAS EXCHANGE CONTRACT

TABLE OF CONTENTS

SECTION		PAGE
AGREEMENT		1
1.	DEFINITIONS AND PRINCIPLES OF CONSTRUCTION	1
2.	EXCHANGE CONDITIONS AND QUANTITY	4
3.	TERM, TERMINATION, & SURVIVAL	7
4.	EXCHANGE DELIVERY POINT	7
5.	MEASUREMENT	8
6.	EXCHANGE FEE, PAYMENTS AND OTHER CONSIDERATION	8
7.	TAXES AND ROYALTIES	9
8.	REPRESENTATIONS AND WARRANTIES	9
9.	FORCE MAJEURE	10
10.	BINDING NATURE;  SUCCESSORS AND ASSIGNS; ASSIGNMENT.	11
11.	INVOICING.	11
12.	NOTICES.	12
13.	GOVERNING LAW AND RESOLUTION OF DISPUTES	14
14.	MISCELLANEOUS	16
EXHIBIT A – CHUGACH DELIVERY POINTS		20
EXHIBIT B – UNION DELIVERY POINTS		21

GAS EXCHANGE CONTRACT

This GAS EXCHANGE CONTRACT (“Contract”) is made and entered into effective as of 1 October 2010 (the “Effective Date”), by and between Chugach Electric Association, Inc., an Alaska non-profit electrical cooperative corporation (“Chugach”), on the one hand, and Union Oil Company Of California, a California corporation (“Union”), on the other.  Chugach and Union are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Union is engaged in the business of exploring for, producing and selling Gas, on a wholesale basis in the State of Alaska.

B. Chugach is an Alaska non-profit electric company which supplies retail electricity to its southcentral Alaska members.  Among other assets, Chugach owns the Beluga Power Plant which is a natural gas fired electric power plant located on the west-side of Cook Inlet.

C. Chugach has entered into Gas supply agreements, which allow Chugach’s Gas suppliers to deliver Gas to Chugach on the east side of Cook Inlet.

D. Cook Inlet pipeline infrastructure presently does not allow Gas to flow from the Gas fields on the east side of Cook Inlet to the west side of Cook Inlet where Chugach’s Beluga power plant is located.

E. Union has interests in producing Gas fields on both the east and west sides of Cook Inlet.

F. Chugach desires to exchange Gas it has on the east side of Cook Inlet for Gas that Union has on the west side of Cook Inlet pursuant to the terms and conditions of this Contract.

G. Union is willing to exchange Gas with Chugach pursuant to the terms of this Contract.

TERMS:

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth in this Contract and the mutual benefits to be derived by the Parties, Chugach and Union agree as follows:

AGREEMENT

1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

1.1 As used in this Contract, these words or expressions have the following meanings:

“ACT” or “Alaska Clock Time” means Alaska Daylight Time when Daylight Savings Time is in effect and Alaska Standard Time when Daylight Savings Time is not in effect.

“Affiliated Company” means a company, partnership or other legal entity (a) in which a Party owns directly or indirectly share capital conferring a majority of votes at the shareholders’ meetings of such company, or (b) which is the owner directly or indirectly of share capital conferring a majority of votes at the shareholders’ meetings of a Party, or (c) whose share capital conferring a majority of votes at the shareholders’ meetings of such company is owned directly or indirectly by a company which also owns, directly or indirectly, the share capital conferring a majority of votes at the shareholders’ meetings of a Party.

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“Applicable Law” means all laws, statutes, codes, acts, treaties, ordinances, orders, judgments, writs, decrees, injunctions, rules, regulations, governmental approvals, licenses and permits, directives, and requirements of all regulatory and other governmental authorities, which apply to a Party.

 “Business Day” means a period of time, beginning at 8:00 a.m., ACT, on any Day except Saturday, Sunday or a Federal Reserve Bank holiday and ending at 4:00 p.m., ACT, on the same Day.

“Chugach” has the meaning set forth in the Preamble.

“Chugach Delivery Point(s)” has the meaning set forth in Section 4.1.

“Claim” means any claim, liability, loss, demand, damages, lien, cause of action of any kind, obligation, cost, royalty, fee, assessment, penalty, fine, judgment, interest and award (including recoverable legal counsel fees and costs of litigation of the Party asserting the Claim), whether arising by law, contract, tort, voluntary settlement or otherwise.

“Commission” means the Regulatory Commission of Alaska.

“Contract” has the meaning set forth in the Preamble.

“CPR” has the meaning set forth in Section 13.5.

“Day” or “Gas Day” means a period of twenty-four (24) consecutive hours beginning at 00:01 hours ACT and ending at 24:00 hours ACT.

“Demand Charge” has the meaning set forth in Section 6.1.

“Dispute” means any dispute or controversy arising out of this Contract including a Claim under this Contract and any dispute or controversy regarding the existence, construction, validity, interpretation, enforceability, or breach of this Contract.

“Effective Date” has the meaning set forth in the Preamble.

“Exchange Delivery Points” means the Chugach Delivery Points or the Union Delivery Points, as applicable.

“Force Majeure Event” has the meaning set forth in Section 9.2.

“GAAP” means United States generally accepted accounting principles.

“Gas” or “Natural Gas” means any mixture of hydrocarbons or of hydrocarbons and noncombustible gases in a gaseous state consisting essentially of methane.

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“Government Authority” means any department, authority, commission, board, instrumentality or agency of any municipal, local, state, federal or other governmental authority (including regulatory authorities and administrative bodies) and any subdivision of the foregoing.

“KNPL” has the meaning set forth in Exhibit A.

“Maximum Daily Volume” has the meaning set forth in Section 2.3.

“Maximum Instantaneous Rate” has the meaning set forth in Section 2.2.

“MCF” means thousand (1,000) cubic feet of Gas.

“MMCF” means million (1,000,000) cubic feet of Gas.

“Month” means a period beginning at 00:01 hours ACT on the first Day of a calendar month and ending at 24:00 hours ACT on the last Day of the same calendar month.

“Party” or “Parties” has the meaning set forth in the Preamble.

“Person” means a person, corporation, partnership, limited liability company, joint venture, trust or other entity or organization.

 “Taxes” shall mean means all foreign and domestic taxes, rates, levies, adders, assessments, surcharges, duties and other fees and charges of any nature, whether currently in effect or adopted during the term of this Contract, including but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, export, license, property, sales, stamp, storage, transfer, turnover, use or value-added taxes, payroll, unemployment, and any and all items of withholding, deficiency, penalty, addition to tax, interest or assessment related thereto.

“Union” has the meaning set forth in the Preamble.

“Union Delivery Points” has the meaning set forth in Section 4.2.

1.2 Principles of Construction.  In this Contract, unless the context otherwise requires:

(A) headings and the rendering of text in bold and italics are for convenience only and do not affect the interpretation of this Contract;

(B) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders;

(C) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Contract as a whole and not to any particular provision of this Contract

(D) a reference to a Section, paragraph, clause, Party, Exhibit or Schedule is a reference to that Section, paragraph, clause of, or that Party, Exhibit or Schedule to, this Contract unless otherwise specified, and in the event of a conflict, the provisions of the main body of this Contract shall prevail over the provisions of any Exhibit or Schedule;

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(E) a reference to this Contract shall mean this Contract including any amendment or supplement to, or replacement, novation or modification of this Contract, but disregarding any amendment, supplement, replacement, novation or modification made in breach of this Contract;

(F) a reference to a Person includes that Person’s successors and permitted assigns;

(G) the term “including” means “including without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the work or provision in respect of which such examples are provided;

(H) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires;

(I) all accounting terms not specifically defined herein shall be construed in accordance with GAAP;

(J) in the event of a conflict, a mathematical formula describing a concept or defining a term shall prevail over words describing a concept or defining a term;

(K) references to any amount of money shall mean a reference to the amount in US Dollars;

(L) the expression “and/or” when used as a conjunction shall connote “any or all of”; and

(M) words, phrases or expressions which are not defined herein and which have a generally accepted meaning in the practice of measurement and metering in the international businesses of production, transportation, distribution and sale of Gas shall have that meaning in this Contract

2. EXCHANGE CONDITIONS AND QUANTITY

2.1 Agreement to Exchange Gas.  From the period beginning on the Effective Date and ending on the date this Contract terminates pursuant to Section 3, subject to the limitations set forth in Sections 2.2 and 2.3, Chugach may request that Union deliver Gas to Chugach at one of the Union Delivery Points for use by Chugach.  In exchange, Chugach will simultaneously deliver an equal amount of Gas to Union at the Chugach Delivery Point selected by Union.

2.2 Maximum Instantaneous Rate.  Unless the Parties mutually agree otherwise in writing, the “Maximum Instantaneous Rate” which Chugach may seek to exchange under this Contract is:

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(A) For the period October 2010 through March 2011, Gas delivered at a rate which if delivered evenly throughout every moment of the Day would result in 15,000  MCF of Gas delivered during the Day;

(B) For the period April 2011 through September 2011, Gas delivered at a rate which if delivered evenly throughout every moment of the Day would result in 10,000  MCF of Gas delivered during the Day.

2.3 Maximum Daily Volume.  Consistent with Section 2.2, unless the Parties mutually agree otherwise in writing, the “Maximum Daily Volume” of Gas that Chugach may seek to exchange under this Contact is:

(A) For the period 1 October 2010 through 31 March 2011, 15,000 MCF;

(B) For the period 1 April 2011 through 30 September 2011, 10,000 MCF.

2.4 No Duty to Exchange Gas if Chugach Cannot Deliver Into the ENSTAR System.  During periods of high Gas usage in the Cook Inlet it is anticipated that the Alaska Pipeline Company/ ENSTAR system may be pressured up on the East Side of the Cook Inlet, and it may be difficult to deliver Gas to the Chugach Delivery Points.  The Parties agree that Union is not obligated to provide Gas to Chugach at the Union Delivery Point, unless Chugach is simultaneously providing an equal amount of Gas to the Chugach Delivery Point.  If Chugach nominates Gas to the Chugach Delivery Point, but for any reason Gas is not delivered there, then Union may immediately cease delivering exchange Gas to the Union Delivery Point.

2.5 Not a Delayed Exchange. This Contact is an agreement between the Parties to exchange Gas on an instantaneously equal basis.  Chugach must deliver to the Chugach Delivery Point an amount of Gas equal to its nomination at every moment of the Day, and matching the deliveries Union simultaneously makes to the Union Delivery Point.  This is not a delayed exchange agreement.  Chugach may not under or over deliver in one period with the expectation that it may make-up the difference by under or over delivering in another period.  If Chugach gets more than 5 MMCF cumulatively out of balance Union may terminate this Contract.

2.6 Intra-Day Profile Limitation.  Within each Day, Chugach’s nominated exchange rate profile will be flat for a minimum of six (6) hour blocks of time.  The nominated exchange rate for any block of time within a Day will not change more than ten percent (10%) from the immediately preceding block of time’s exchange rate (“Intra-Day Profile Limitation”).  The Intra-Day Profile Limitation does not apply between Days.  For example, Chugach may nominate a daily delivery volume of 8,000 MCF one Day and 4,000 MCF the following Day.  However, the 10%  Intra-Day Profile Limitation prevents Chugach from changing from a rate of 8,000 MCF per day in one period to a rate of 4,000 MCF per day in the next period of the same Day because it would amount to a change of more than 10%.

2.7 Union’s Priority Contracts.  The following two gas sales agreements: (1) the Gas Sales Agreement between Union Oil Company of California and Alaska Pipeline Company, effective December 21, 2001, and approved by to Regulatory Commission of Alaska Order No. U-01-7(9), as amended; and (2) the Agreement for the Sale and Purchase of Natural Gas between Chugach Electric Association and Chevron U.S.A. Inc., dated April 27, 1989, as amended, shall have priority over the commitments made in this Contract.  Union may interrupt Gas deliveries under this Contract if interruption is necessary to meet the two gas sales agreements identified above.  In the event Union interrupts deliveries of Gas, Chugach shall be entitled to immediately cease Gas deliveries pursuant to its nomination.

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2.8 Nominations.

(A) Chugach will nominate exchange rates no later than six hours (6 hrs) prior to the start of a calendar day (6:00 p.m. ACT).  The Chugach nomination shall include the amount of Gas requested in each six hour block of the Day, the Chugach Delivery Point requested, and the Union Delivery Point requested.

(B) Union shall timely confirm each nomination, or shall designate a different Union Delivery Point and/or a different Chugach Delivery Point.  Union may also require Chugach re-nominate a lesser quantity of Gas in the event the nomination is in excess of the limitations set forth in Sections 2.2 and 2.3.

(C) Once Union confirms a nomination, nomination changes will only be allowed with Union’s written agreement.  A fee of $250 per nomination change will be charged to Chugach for each nomination change made by Chugach, and agreed to by Union.

(D) Chugach is responsible for making all pipeline nominations prior to and including the Chugach Delivery Point, for all Gas Chugach delivers to a Chugach Delivery Point.  Chugach is responsible for making all pipeline nominations for Gas received from Union after the Union Delivery Point.

(E) All notices made pursuant to this Section 2, will be given as operational notices pursuant to Section 12.2.

2.9 Records and Monthly Reports.  Chugach and Union shall each keep appropriate records of gas exchanged and payments made or received under this Contract.  No later than the 15th day of each calendar month during the term of the Contract (or the next business day if the 15th day is not a business day), beginning on November  15, 2010, each Party will provide the other Party with a summary of quantities of gas exchanged and amounts paid during the prior calendar month.  The Parties will work together to resolve any dispute.  Any disputes which cannot be resolved will be resolved pursuant to the dispute resolution procedures set forth in Section 13.

2.10 Imbalances.

(A) The Parties will exercise reasonable efforts to ensure that the quantity of Gas exchanged under this Contract between the Parties is equal each moment, each day, and each month.  The Parties recognize that inadvertent errors may occur and allocations may differ from Gas nominated for delivery to the Exchange Delivery Points.

(B) At the end of each week, Gas exchanged between the Parties shall be netted to determine the amount of Gas, if any, that is due from one Party to the other.  The Parties will use reasonable efforts to come into balance the following week.

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(C) If a Gas imbalance exists when this Contract terminates, then the Party who owes Gas to the other Party shall have one week to repay the imbalance in kind.  If the imbalance is not timely repaid in kind, then Union shall adjust its final invoice to Chugach by multiplying the final imbalance (in MCF) by the ENSTAR Gas Cost Adjustment in effect on the day the invoice is issued.  If Chugach owes Gas to Union, then the imbalance amount shall be added to the invoice.  If Union owes the Gas to Chugach, then the imbalance amount shall be deducted from the invoice.

(D) Nothing in this Section 2.10 shall diminish Union’s right to terminate this agreement pursuant to Section 2.5 if Chugach fails to stay in balance.

2.11 Regulatory. Chugach has represented and warranted that regulatory approval of this Contract by the Commission is not required by law.  Chugach is solely responsible for obtaining regulatory approval of this Contract if any approvals are necessary.  Union shall have no responsibility to take any action or incur any cost to obtain regulatory approval of this Contract.  If the RCA issues an order that approves (conditionally or otherwise) this Contract and imposes terms and conditions or modifications unacceptable to Chugach or Union, each acting in its sole and absolute discretion, Chugach or Union may terminate this Contract upon written notice to the other Party, such termination to take effect on the date outlined in any such written notice of termination.  Nothing in this Contract shall be construed to prevent Chuga ch from submitting this Contract to the Commission (1) as part of an informational filing, or (2) as required to support Chugach’s recovery of gas purchase costs in its cost of power adjustment.

3. TERM, TERMINATION, & SURVIVAL

3.1 This Contract shall become effective on the Effective Date and shall terminate on 30 September 2011, unless terminated earlier pursuant to Section 2.5 or Section 3.2.

3.2 Either Party may terminate this Contract upon 30 days written notice to the other Party.

3.3 The following provisions shall survive termination of this Contract, Articles 6, 7, 8, 11, 12, 13, and 14.

4. EXCHANGE DELIVERY POINT

4.1 The points of delivery for Gas to be exchanged or otherwise made available by Chugach to Union hereunder shall be as specified in Exhibit A to this Contract (the “Chugach Delivery Point(s).

4.2 The points of delivery for Gas to be exchanged or otherwise made available by Union to Chugach hereunder shall be as specified in Exhibit B to this Contract (the “Union Delivery Point(s)”).

4.3 Possession and Title Transfer.

(A) Chugach will have possession of the Gas up to and including the Chugach Delivery Points.  Union will take possession of the Gas at the Chugach Delivery Points.  Title to and risk of loss for all Gas exchanged, sold or otherwise made available by Chugach to Union shall pass at the Chugach Delivery Points.

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(B) Union will have possession of the Gas up to and including the Union Delivery Point.  Chugach will take possession of the Gas at the Union Delivery Point.  Title to and risk of loss for all Gas exchanged, sold or otherwise made available by Union to Chugach shall pass at the Union Delivery Point.

4.4 Unless otherwise agreed to in a writing made pursuant to Section 12.1, neither Party will, in a nomination issued pursuant to Section 2.8, divide the Gas it is exchanging between two delivery points.  All Gas being exchanged must be delivered to a single Delivery Point.

4.5 If Chugach nominates the Beluga Power Plant Metering Station 110 as the Union Delivery Point, Union will honor that nomination unless honoring the nomination would prevent Union from delivering some or all of its Gas Sales Gas to Chugach from the Beluga River Unit due to capacity constraints in the piping between the Beluga River Unit and Chugach’s Beluga Power Plant. It is in Union’s sole discretion whether the capacity to deliver exchange Gas to Chugach through Beluga Power Plant Metering Station 110 is available, and Chugach will not have a Claim against Union if Union’s decision on capacity is incorrect.

4.6 Chugach shall deliver Gas under this Contract to the Chugach Delivery Point nominated by Chugach, except Union may require that Chugach deliver to Meter 403 or Meter 420, at its sole discretion.  Additionally, if Chugach cannot get all of its nominated exchange Gas through the 413 meter and Union does not require delivery through Meter 403 or Meter 420, then Chugach must deliver to Meter 411.

5. MEASUREMENT

5.1 Measurement of Exchange Gas.  Quantities of Gas exchanged between the Parties shall be measured by, and in accordance with the standard measurement policies and procedures of, the operator of such Exchange Delivery Point.

5.2 Allocations of Gas for Exchanges.  The Parties agree to use reasonable efforts to allocate Gas that is exchanged and measured at the Exchange Delivery Points in a manner that equals, as closely as possible, the amount of Gas nominated by the Parties for delivery as exchange at such Exchange Delivery Points.

6. EXCHANGE FEE, PAYMENTS AND OTHER CONSIDERATION

6.1 Demand Charge.    On or before the first Day of each month of this Contract, Chugach will pay Union a “Demand Charge” pursuant to the following schedule:

(A) $40,000 per month for the period October 2010 thru March 2011; and

(B) $27,500 per month for the period April 2011 thru September 2011.

6.2 Volumetric Exchange Fee.  In addition to the Demand Charge set forth in Section 6.1, Chugach will also pay a fee of $0.15 per MCF exchanged.

6.3 Reimbursement of Transportation Costs to Meter 8106.  If Union delivers Gas to the Meter 8106 Union Delivery Point, then Chugach will reimburse Union all pipeline tariff fees, limited to the applicable tariffs only and without mark-up, in connection with transporting the Gas from the field where Union produces the Gas to Meter 8106.  For example, if Union produces the Gas from the Steelhead platform, then Chugach will reimburse Union for the Cook Inlet Gas Gathering System tariff.  Chugach will then be responsible for nominations on Beluga Pipeline, and the cost of transportation on Beluga Pipeline.  For the avoidance of doubt, this Section 6.3 shall not be construed as a payment by Chugach to Union for use of Union’s pipelines.

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6.4 Union Pays No Fees.  Union shall pay no fee or other charge or otherwise be liable for any amount to Chugach for any quantities of Gas exchanged with Chugach.

7. TAXES AND ROYALTIES

7.1 Taxes.  Each Party shall pay or cause to be paid all Taxes, licenses, charges, and  penalties imposed by any Government Authority on or with respect to (i) the Gas it makes available up to and at an Exchange Delivery Point, and (ii) the Gas it takes at and after an Exchange Delivery Point.

7.2 Royalties.  Each Party shall be responsible for payment of all sums due for royalty, overriding royalty, bonus payments, production payments and the like on Gas made available to the other Party hereunder.

7.3 Reimbursement.  If a Party is required to remit or pay Taxes which are the other Party’s responsibility hereunder, the Party responsible for such Taxes shall promptly reimburse the other Party for such Taxes. Any Party entitled to an exemption from any such Taxes or charges shall furnish the other Party any necessary documentation thereof.

7.4 No Taxes for Facility Use.  Neither Party shall be responsible for any Taxes or charges assessed against any facility of the other Party used in the performance of this Contract.

8. REPRESENTATIONS AND WARRANTIES

8.1 Chugach’s Warranties.  Chugach hereby represents and warrants to Union that:

(A) as of the Effective Date, Chugach is a corporation duly organized, validly existing and in good standing under the Laws of the State of Alaska;

(B) as of the Effective Date, Chugach has full power, authority and legal right, to own its assets and conduct its business as currently conducted and has taken all necessary corporate action to execute and deliver this Contract and perform its obligations under this Contract;

(C) as of the Effective Date, this Contract has been duly executed and delivered by Chugach and constitutes a legal, valid, and binding obligation of Chugach, enforceable against Chugach in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting Chugach’s rights generally and by general equitable principles; and

(D) Chugach has, or will have, at the time it makes available Gas to Union at the Chugach Delivery Point, good and marketable title in and to the Gas made available to Union hereunder free and clear from all liens, encumbrances and adverse claims, including, but not limited to liens to secure payment of Taxes or royalties.

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(E) Chugach represents and warrants to Union that the exchange of Gas pursuant to this Contract is not a service that qualifies for regulation by the Commission under any Applicable Law.

8.2 Chugach shall not bring any claim, suit, action or allege or otherwise take any position that is contrary to the representations and warranties set forth in Section 8.1.

8.3 Union’s Warranties.  Union hereby represents and warrants to Chugach that:

(A) as of the Effective Date, Union is a corporation organized formed, validly existing and in good standing under the Laws of the State of California.

(B) as of the Effective Date, Union has full power, authority and legal right, power, authority to own its assets and conduct its business as currently conducted and has taken all necessary corporate action to execute and deliver this Contract and perform its respective obligations under this Contract; and

(C) as of the Effective Date, this Contract has been duly executed and delivered by Union and constitutes a legal, valid, and binding obligation of Union, enforceable against Union in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting Union’s rights generally and by general equitable principles; and

(D) Union has, or will have, at the time it makes available Gas to Chugach at the Union Delivery Point, good and marketable title in and to the Gas made available to Chugach hereunder free and clear from all liens, encumbrances and adverse claims, including, but not limited to liens to secure payment of Taxes or royalties.

8.4 Union shall not bring any claim, suit, action or allege or otherwise take any position that is contrary to the representations and warranties set forth in Section 8.3.

8.5 Duration of Representations and Warranties.

(A) Each representation and warranty shall be true and accurate in all material respects when made and shall remain actionable for the duration of this Contract plus two (2) calendar years thereafter.

9. FORCE MAJEURE

9.1 In the event either Party is rendered unable, wholly or in part, to carry out its obligations under this Contract (payments of money due excepted) by reason of a Force Majeure Event, the obligation of such Party, insofar as fulfillment of the obligation is affected by such Force Majeure Event, will be suspended during the continuance of any inability so caused, but for no longer period, and such cause will, insofar as possible, be remedied with reasonable dispatch.

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9.2 The term “Force Majeure Event,” as used herein, will mean acts of God, natural disasters and catastrophes, acts of the public enemy, war, strikes, lockouts or industrial disputes or disturbances, civil disturbances, breakage or accident to machinery or lines of pipes, inability to deliver Gas at a Delivery Point due to pressure or other considerations, interference or regulation by public bodies or officers acting under claims of authority, or any other cause whether or not similar to the foregoing which is beyond the reasonable control of the Party rendered unable to perform.  Settlement of strikes, lockouts, or other labor disputes will be entirely within the discretion of the Party having the difficulty and the above requirements that any Force Majeure Event must be remedied with all reasonable dispatch do not require that a Party e xperiencing strikes, lockouts, or other labor disputes must accede to any demand of opposing Persons when such course is inadvisable in the sole discretion of the Party experiencing the difficulty.

9.3 The Parties agree that if the Beluga River Unit turbine compressor is unable to compress Gas for any reason that event will be treated as a Force Majeure Event, regardless of the cause.

9.4 A Party experiencing a Force Majeure Event will notify the other Party by operational notice of the nature, extent and estimated duration of the Force Majeure Event as soon as reasonably possible but in no event more than twenty-four (24) hours after the occurrence of the event.  The Party experiencing the Force Majeure Event will update the other Party on a reasonably frequent basis but in no event less than once each five (5) days thereafter by operational notice.

10. BINDING NATURE;  SUCCESSORS AND ASSIGNS; ASSIGNMENT.

10.1 This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective Parties hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. This Contract is assignable only with the prior written consent of the other Party, which consent will not be unreasonably withheld.  No assignment for which written consent has been received will be effective until the assignee agrees in writing to assume and fully perform the terms of this Contract.

11. INVOICING.

11.1 Statement and Payment: On or before the twenty-fifth (25th) day of the month following a month of delivery of Gas hereunder, Union will provide Chugach a statement via mail or e-mail to the address in Section 12.1 setting forth the Demand Charge, Volumetric Charge based on Union’s records of the amount of Gas Union delivered to the Union Delivery Point that month, any applicable transportation costs, nomination charges, and imbalance adjustments for the volume of Gas exchanged during the preceding month.  Chugach will make payment within thirty (30) days of invoice receipt.  Payment will be by Automated Clearing House (“ACH”) transfer to the account of Union set out below.

Union remittance information:

ACH:

JP Morgan Chase Bank, N.A.

ABA #071000013

Acct #716487053

Credit to: Union Oil Company of California

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11.2 Payment Account: Upon thirty (30) days’ written notice, Union may designate a different financial institution or account to which Chugach will thereafter make payments.

11.3 Remedies for Non-Payment: If Chugach fails to pay undisputed amounts to Union for Gas within thirty (30) days after the invoice is received, Union will have the right to interrupt deliveries under this Contract without notice to Chugach until payment (and interest under Section 11.4 below) is received, which interruption right will not prejudice Union’s rights to collect any sums due Union (including interest under Section 11.4 below) for Gas previously exchanged with Chugach hereunder.

11.4 Interest:  Pending resolution of a billing dispute, if payment is not made within thirty (30) days of invoice receipt, the unpaid balance shall bear interest, compounded monthly, at the prime rate in effect at Chase Manhattan Bank, New York plus one percent (1%) on the first day of each month, or the maximum contract rate permitted by law, whichever is less, plus attorney’s fees, court costs, and other costs in connection with the collection of unpaid amounts.

12. NOTICES.

12.1 Except as specifically provided otherwise in Section 2.8 of this Contract, all notices and communications under this Contract (other than operational notices) will be made in writing by certified mail (return receipt requested), facsimile (with confirmation by one of the other means described herein received within two (2) Business Days of receipt of such facsimile), e-mail, or by nationally recognized overnight courier.  All such notices will be deemed effective (a) if mailed, on the date indicated on the returned receipt, (b) if delivered personally, when delivered, (c) if sent by email or by facsimile during the normal business hours of the recipient, on the same Business Day as sent, and (d) if sent by email or facsimile after the normal business hours of the recipient, on the next Business Day following the date of transmission.

Union

Union Oil Company of California

Attn: Commercial Manager

P.O. Box 196247

Anchorage, AK 99519-6247

Fax: 907-263-7800

Email: orrga@chevron.com

Chugach

Chugach Electric Association, Inc.

Attn: Lee Thibert, Senior VP,  Strategic Planning & Corporate Affairs

5601 Electron Drive

Anchorage, AK 99519

Fax: 907-762-4514

Email: lee_thibert@chugachelectric.com

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12.2 Any operational notice required or permitted to be given to either Party will be given by telephone and confirmed by email, at the telephone numbers and email addresses set forth below (or such other telephone numbers and email addresses as the Parties may designate from time to time by written notice under Section 12.4).  Notices given by telephone will be effective immediately and the confirmation by email will be effective as provided in Section 12.1.  The Party providing an operational notice will attempt to contact the primary contact first.  If the primary contact is unavailable to receive notice in a timely manner, the Party providing an operational notice will contact the alternate contact.

Union

Union Oil Company of California

3800 Centerpoint Dr., Suite 100

Anchorage, AK  99503

Primary Contact:

Gary Orr

Commercial Manager

Telephone: 907-263-7800

Mobile: 907-382-4642

Fax: 907-263-7607

Email: orrga@chevron.com

Alternate Contact:

Chris S. Myers

Production Superintendent

Telephone: 907-263-7654

Mobile: 907-398-9955

Fax: 907-263-7847

Email: myersc@chevron.com

Chugach

Chugach Electric Association, Inc.

5601 Electron Drive

Anchorage, AK 99519

Primary Contact:

Lee Thibert, Senior VP,  Strategic Planning & Corporate Affairs

Telephone: 907-762-4517

Fax: 907-762-4514

Email: lee_thibert@chugachelectric.com

Alternate Contact:

Burke Wick, Director, System Control

Telephone: 907-762-4779

Fax: 907-762-4540

Email: burke_wick@chugachelectric.com

12.3 Nominations and Nomination Confirmations made pursuant to Section 2.8 shall be made to the following contacts:

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Union:

Gas Control:

Email address:  MCBUAKGC@chevron.com

Telephone: 907-283-2552

Chugach:

System Control:

Email address:  burke_wick@chugachelectric.com

Telephone:  907-762-4779

12.4 Either Party may designate address changes by formal written notice as provided in this section.

13. GOVERNING LAW AND RESOLUTION OF DISPUTES

13.1 Governing Law.  This Contract is governed by and interpreted under the laws of the State of Alaska, without regard to its choice of law rules, except that the substantive and procedural rules of the Federal Arbitration Act, 9 U.S.C.  §§ 1-16 (“the Act”) shall govern Section 13.

13.2 Resolution of Disputes.  The Parties shall exclusively and finally resolve any Dispute between them using direct negotiations, mediation and arbitration as set out in this Section 13.  A Party who violates this Section 13 shall pay all legal and consulting fees and costs incurred by the other Party in any suit, action, or proceeding to enforce Section 13.  While the procedures in this Section 13 are pending, each Party shall continue to perform its obligations under this Contract, unless to do so would be impossible or impracticable under the circumstances.

13.3 Direct Negotiations.  If a Dispute arises, a Party shall initiate the resolution process by giving notice pursuant to Section 12.1 setting out in writing and in detail the issues in Dispute and the value of the Claim to the other Party.  If a Party refuses to toll all applicable statutes of limitations and defenses based upon the passage of time while the proceedings in this Section 13.3 are pending, the other Party may file an arbitration proceeding under Section 13.5 in an attempt to preserve its Claim and such proceeding shall be stayed by the arbitrator or arbitrators after appointment so that the Parties may continue efforts to resolve this Dispute as set out in this Section 13.  A meeting between the Parties, attended by individuals with decision-making authority, must take place within thirty days from the date the notic e was sent in an attempt to resolve the Dispute through direct negotiations.

13.4 Mediation.  If the dispute cannot be settled by direct negotiations within thirty days of initiation of the resolution process, either Party may initiate mediation by giving notice to the other Party.  The place of mediation shall be Anchorage, Alaska.

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13.5 Arbitration.  If the Dispute is not resolved by mediation within thirty (30) days from the date of the notice requiring mediation, or if the Dispute is unresolved within sixty (60) days from the date of the notice requiring direct negotiations, then the Dispute shall be finally settled by binding arbitration and either Party may initiate such arbitration by giving notice to the other Party.  The arbitration shall be conducted in accordance with The International Institute for Conflict Prevention & Resolution (“CPR”) Rules, except to the extent of conflicts between the CPR Rules at present in force and the provisions of this Contract, in which event the provisions of this Contract prevail.  The CPR is the appointing authority.  The place o f arbitration shall be Anchorage, Alaska.

13.6 The following provisions shall apply to any arbitration proceedings commenced pursuant to Section 13.5:

(A) The number of arbitrators shall be one if the monetary value of the dispute is US$5,000,000 or less.  The number of arbitrators shall be three if the monetary value is greater than US$5,000,000.

(B) The arbitrator or arbitrators must remain neutral, impartial and independent regarding the dispute and the Parties.  If the number of arbitrators to be appointed is one, that arbitrator or the presiding arbitrator if the arbitrators are three, must be a lawyer experienced in the resolution of disputes with experience relating to the issues in dispute.

(C) The Parties waive any Claim for, and the arbitrator has or arbitrators have no power to award, the damages waived and released under Section 11.5.  The arbitrator has or arbitrators have no authority to appoint or retain expert witnesses for any purpose unless agreed to by the Parties. The arbitrator has or arbitrators have the power to rule on objections concerning jurisdiction, including the existence or validity of this arbitration clause and existence or the validity of this Contract.

(D) All arbitration fees and costs (with the exception of translation costs as specified above) shall be borne equally regardless of which Party prevails.  Each Party shall bear its own costs of legal representation and witness expenses.

(E) The arbitrator is or arbitrators are authorized to take any interim measures as the arbitrator considers or arbitrators consider necessary, including the making of interim orders or awards or partial final awards.  An interim order or award may be enforced in the same manner as a final award using the procedures specified below.  Further, the arbitrator is or arbitrators are authorized to make pre- or post-award interest at applicable statutory interest rates during the relevant period.

(F) The arbitrator or arbitrators must render a reasoned award in writing.  This award shall be based upon a decision which must detail the finding of fact and conclusions of law on which it rests.   The award is final and binding.

(G) The dispute will be resolved as quickly as possible.  The arbitrator’s or arbitrators’ award must be issued within three Months from completion of the hearing, or as soon as possible thereafter.

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13.7 Enforceability.

(A) The Parties waive irrevocably their right to any form of appeal, review or recourse to any court or other judicial authority, to the extent that such waiver may be validly made.

(B) Except for proceedings to preserve Property pending determination by the arbitrator or arbitrators or to enforce an award, the mandatory exclusive venue for any judicial proceeding permitted in this Contract is the court of competent jurisdiction in Anchorage, Alaska.  The Parties consent to the jurisdiction of these courts and waive any defenses they have regarding jurisdiction.

(C) Proceedings to enforce judgment entered on an award may be brought in any court having jurisdiction over the Person or assets of the non-prevailing Party.  The prevailing Party may seek, in any court having jurisdiction, judicial recognition of the award, or order of enforcement or any other order or decree that is necessary to give full effect to the award.

13.8 Dispute Communication; Confidentiality.

(A) The Parties agree that any dispute and any negotiations, mediation and arbitration proceedings between the Parties in relation to any dispute shall be confidential and will not be disclosed to any third party.

(B) The Parties further agree that any information, documents or materials produced for the purposes of, or used in, negotiations, mediation or arbitration of any dispute shall be confidential and will not be disclosed to any third party.

(C) Without prejudice to the foregoing, the Parties agree that disclosure may be made:

(1) In order to enforce any of the provisions of this Contract including without limitation, the Parties agreement to arbitrate, any arbitration order or award and any court judgment.

(2) To the auditors, legal advisers, insurers and Affiliates of that Party to whom the confidentiality obligations set out in this Contract shall extend.

(3) Where that Party is under a legal or regulatory obligation to make such disclosure, but limited to the extent of that legal obligation.

(4) With the prior written consent of the other Party.

(D) The Parties agree to submit to the jurisdiction of the state and federal courts in Anchorage, Alaska, for the purposes of any proceedings to enforce this Section 13.8.

14. MISCELLANEOUS

14.1 Entire Agreement. This Contract constitutes the entire agreement between the Parties.

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14.2 Headings.  The headings of the articles and sections are for convenience only and shall not be used in the interpretation of this Contract.

14.3 No Waiver.  No waiver by either Union or Chugach of any breach of the covenants and conditions to be performed hereunder by the other Party shall be construed as any waiver of any succeeding breach of the same or any covenant or condition.

14.4 Modification or Amendment.  Except as otherwise expressly provided in this Contract, no amendments to or modifications of this Contract shall be valid unless they are in writing and signed by the Parties.

14.5 Contract Not to be Construed Against Drafter.  The Parties recognize that this Contract is the product of the joint efforts of the Parties and that it shall not be construed against either Party as drafter.

14.6 Counterparts.  This Contract may be executed in one or more counterparts, each of which shall constitute one and the same instrument, and each shall be considered an original.

14.7 No Duty to Third Parties.  This Contract shall not create on the part of Chugach or Union any legal duty owed to third parties.

14.8 Right to Examine Books and Records.Each Party to this Contract, at its sole expense, will have the right to audit the books and records of the other Party relating to performance of this Contract.  All audits will be conducted in accordance with professional auditing standards and during normal business hours.  The audited Party will fully cooperate with the auditing Party to accomplish the audit as expeditiously as possible.  Each Party’s right to audit will remain in effect until two (2) years after termination or expiration of this Contract.

14.9 Conflicts of Interest.  Neither Party, nor any director, employee, or agent of a Party will give to or receive from any Party or any director, employee, or agent of the other Party any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this agreement.  Each Party will promptly notify the other Party of any violation of this section, and any consideration received by a Party as a result of such violation will be paid over or credited to the other Party.  Each Party, or its designated representative(s), may audit any and all records of the other Party as provided in section 14 of this agreement for the sole purpose of determining whether there has been compliance with this section.  Each Party and its subcontractors and vendors of any tier shall maintain true and correct reco rds in connection with all matters relating to this agreement and retain such records for at least twenty-four (24) months after termination of this agreement.

14.10 Indemnification.  Each Party will protect, defend, indemnify and hold harmless the other Party from and against any and all liability and expense on account of all Claims, including for damages to and destruction of property, injury to and death of persons, arising from any act or accident including a failure to act, as to which and to the extent that the indemnifying Party was at fault (whether through negligence, willful misconduct, strict liability or other legal theory) in connection with the installation, presence, maintenance, and operation of property, equipment, and facilities of the indemnifying Party used in connection with or associated with the Gas delivered hereunder.  This duty to protect, defend, indemnify, and hold harmless will survive the expiration or termination of this Contract.

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14.11 Limitation on Damages.  No Party shall be liable to the other Party, whether in contract, in tort (including negligence and strict liability), or otherwise, for any indirect, incidental, consequential, special or punitive damages, or damages due to lost profits or business interruption.

The remainder of the page intentionally left blank.

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IN WITNESS WHEREOF this Contract is executed by the duly authorized representatives of the Parties, effective as of the Effective Date.

The Parties have executed this Contract in triplicate as evidenced by the following signatures of authorized representatives of the Parties:

CHUGACH ELECTRIC ASSOCIATION, INC.		UNION OIL COMPANY OF CALIFORNIA
Signature: /s/ Michael R. Cunningham		Signature: /s/ Kevin A. Tabler
Name:	Michael R. Cunningham	Name:	Kevin A. Tablar
Title:	For CEO	Title:	Attorney-in-Fact

The remainder of the page intentionally left blank.

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EXHIBIT A – CHUGACH DELIVERY POINTS

1) Kenai Nikiski Pipeline (KNPL) – APC Interconnection Point (ENSTAR/APC Station  K681,  Meter 411).  At the flange of the meter located at or near the inlet of the Kenai-Anchorage pipeline in the Southeast Section 30, Township 5 North, Range 11 West, Kenai Peninsula Borough, Seward Meridian, State of Alaska.;

2) Swanson River - Meter #420, as described in the KNPL Tariff Letter No. 17-689.

3) APL Royalty Line – Meter #413 as described in the KNPL Tariff Letter No. 17-689.

4) ConocoPhillips/ Marathon LNG Plant - Meter #403 as described in the KNPL Tariff Letter No. 17-689.

END OF EXHIBIT A

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EXHIBIT B – UNION DELIVERY POINTS

1) Beluga Power Plant Metering Station 110 (for Gas sourced from the Beluga River Unit).  Per ConocoPhillips Alaska, Inc., the operator of the Beluga River Unit, the equipment connecting the Beluga River Unit to Chugach’s Beluga Power Plant has limited throughput capacity.

2) Cook Inlet Gas Gathering System to Beluga Pipline Meter 8106 interconnect meter, as described in the Cook Inlet Gas Gathering System Pipeline Tariff Letter RCA no. 711.

END OF EXHIBIT B

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EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Certification Pursuant to 18 U.S.C. Section 1350 (Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

 I, Bradley W. Evans, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chugach Electric Association, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Chugach as of, and for, the periods presented in this report;

4. Chugach’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Chugach and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Chugach, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of Chugach’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in our internal control over financial reporting that occurred during the third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting; and

5. The other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to our auditors and the audit committee of our Board of Directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting.

Date: November 11, 2010	/s/ Bradley W. Evans
	Bradley W. Evans
	Chief Executive Officer
	Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Certification Pursuant to 18 U.S.C. Section 1350 (Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

 I, Michael R. Cunningham, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chugach Electric Association, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Chugach as of, and for, the periods presented in this report;

4. Chugach’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Chugach and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Chugach, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of Chugach’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in our internal control over financial reporting that occurred during the third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting; and

5. The other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to our auditors and the audit committee of our Board of Directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting.

Date: November 11, 2010	/s/ Michael R. Cunningham
	Michael R. Cunningham
	Chief Financial Officer
	Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Certification Pursuant to 18 U.S.C. Section 1350 (Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the quarterly report on Form 10-Q of Chugach Electric Association, Inc. (the "Company") for the quarter ended September 30, 2010, as filed with the Securities and Exchange Commission (the "Report"), I, Bradley W. Evans, Chief Executive Officer and Principal Executive Officer of the Company, hereby certify as the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)  the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: November 11, 2010	/s/ Bradley W. Evans
	Bradley W. Evans
	Chief Executive Officer
	Principal Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Certification Pursuant to 18 U.S.C. Section 1350 (Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the quarterly report on Form 10-Q of Chugach Electric Association, Inc. (the "Company") for the quarter ended September 30, 2010, as filed with the Securities and Exchange Commission (the "Report"), I, Michael R. Cunningham, Chief Financial Officer and Principal Financial Officer of the Company, hereby certify as the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)  the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: November 11, 2010	/s/ Michael R. Cunningham
	Michael R. Cunningham
	Chief Financial Officer
	Principal Financial Officer