2012 ANNUAL REPORT

I ALSO BELIEVE THAT BETTER CAPTURES THE SOUL OF GPI. WE HAVE AN AMBITIOUS VISION, BUT ARE PRAGMATIC ABOUT GETTING THERE, WHICH MEANS MAKING THINGS BETTER AS WE STRIVE FOR PERFECTION.

The fact that you are reading this tells me that you are civic-minded; that you see fixing our energy system as a prerequisite to sustainable human progress; that you are frustrated by the lack of civil discourse in our political system; and that you long to know that there are other smart, thoughtful, passionate people who are working to leave the world better than they found it. This is the inter-generational Golden Rule. I want to focus on the word better because it plays prominently in our new tagline Better Energy. Better World. But what do we mean by better? What would you call a world in which we no longer waste a majority of the energy we produce, and buildings advertised how much energy they consume? A world where the vast majority of the energy that fuels our economyour homes, businesses and factoriescomes from sources such as wind, solar, hydro and biomass? Where climate-altering carbon dioxide emissions from fossil fuels are captured and put to productive use, such as recovering more domestic oil from existing wells while permanently keeping that CO2 out of the atmosphere? What about a world in which our vehicles run on advanced biofuels, electricity, zeroemission hydrogen, and natural and renewable gas? Or a world where cities manage their water, waste, energy, and development in ways that make them truly sustainable for the long haul?

We call this world better. I also believe that better captures the soul of GPI. We have an ambitious vision, but are pragmatic about getting there, which means making things better as we strive for perfection. And our ability to pursue better is made possible by you. Many thanks for your generous support of our work. On the next few pages we highlight our good partner, Great River Energy, and two people who have been critical to our success. We are deeply appreciative of Jonathan Wilmshurst and the late Elsie Mitchell, as well as all of you who share our vision for a world powered by clean, secure, and sustainable energy. Warm regards,

Rolf Nordstrom Executive Director P.S. To quote one of my sons favorite childrens books, UNLESS someone like you cares a whole awful lot, nothing is going to get better, its not.

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PARTNERSHIPS
Great River Energy

Great River Energy (GRE) is a not-forprofit electric cooperative owned by 28 members. Based on generating capacity, GRE is the second largest power supplier in Minnesota, servicing about 1.7 million people. The cooperative owns and maintains 12 power plants and purchases additional power from several wind farms and other generating facilities, focusing on three organizational priorities - affordable rates, reliable service and environmental stewardship. GREs commitment to energy efficiency and conservation is demonstrated by their Platinum LEED (Leadership in Energy and Environmental Design) certified headquarters building in Maple Grove, the first new facility in Minnesota to achieve that distinction. Our relationship with Great River Energy started in 2000 when GRE became a member of the Powering the Plains stakeholder group. More recently, we partnered with them to answer the question Can biomass be used to reduce greenhouse gases at a utility-scale power plant without substantially raising the price of electricity for customers? The first step was assembling a project team representing industry, conservation groups, agriculture and the financial community to conduct a feasibility study.

Based on study results, GRE decided to pursue the Dakota Spirit AgEnergy (DSA) project, a bio-refinery co-located at Spiritwood Station in Jamestown, North Dakota. The DSA plan includes two phases - a conventional dry mill ethanol plant to establish commercial economies in the first phase, with the second phase being a proposed expansion with bolt-on cellulosic biofuel production using locally supplied corn stover and wheat straw. The project hopes to leverage synergies from co-location where the power plant provides steam for the bio-refinery and the bio-refinery supplies a portion of the fuel for the power plant. GRE has shown leadership in promoting an efficient industrial ecosystem. The DSA project will improve efficiency through co-location as waste from one project becomes a raw material for another, says Brendan Jordan, GPI Program Director, DSA is paving the way to cleaner biofuels by integrating first generation and advanced biofuels a practical approach that will offer steady improvement in the plants carbon footprint over time.

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COMMON PURPOSE
Jonathan Wilmshurst

GPI REMAINS COMMITTED TO OUR INITIAL VALUES..A WILLINGNESS TO DISCUSS THE ENERGY AND CLIMATE PROBLEMS OTHERS DONT WANT TO DISCUSS, AND A WILLINGNESS TO REACH ACROSS THE AISLE TO BUILD CONSENSUS

When asked to describe his life, Jonathan Wilmshurst starts by saying, I come from a long line of peasants in the United Kingdom and my professional career started with a love of rocks.

2012 Accomplishments

More GreenStep Cities

We lead this public-private partnership, which includes the Minnesota Pollution Control Agency, League of Minnesota Cities, and several other organizations. GreenStep Cities is a voluntary challenge, assistance and recognition program based upon 28 best practices to help cities achieve their sustainability and quality-of-life goals. Statewide participation has grown to 49 cities, up from 32 last year.

He did indeed grow up in Kent, England, and after visiting a mine at the age of ten, realized that rocks were going to play an influential role in his life. After graduating from Oxford University with a degree in, surprise Geology, he went to work for Aggregate Industries, a U.K. company. In 1988, he moved to Minnesota to join CAMAS, a U.S. subsidiary. Jonathan has spent over 30 years in the construction aggregates business, serving in both executive management positions and as an industry consultant. After Governor Carlsons Roundtable on Sustainable Development dissolved in the late1990s, Jonathan became a founding father of the Great Plains Institute. Why form GPI? Sustainable development is simply common sense. he says. Why would any person or business want to waste resources and jeopardize the quality of life of future generations? He was GPIs first Board Chair, guided the Institute through its first strategic plan, and hired the organizations first Executive Director.

After leaving the board, Jonathan has continued to be a generous financial contributor. GPI remains committed to our initial values..a willingness to discuss the energy and climate problems others dont want to discuss, and a willingness to reach across the aisle to build consensus. says Jonathan. I give because I believe in the staff and urgent importance of their work. Jonathan made another important discovery while in England - meeting his future wife, Sarah, while in high school. The Wilmshurst family, which resides in Rosemount, includes two daughters, Emily and Sophie. In his spare time, Jonathan enjoys being outdoors and spending time at two cabins one on farmland in North Dakota and another in Beaver Bay on the North Shore. He has served on the boards of Great River Greening and The Nature Conservancy, and is a member of GPIs Executive Advisory Council. The Great Plains Institute would not exist without the efforts of Jonathan Wilmshurst, says Rolf Nordstrom, Executive Director. He has given so much, and he continues to give.

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IN MEMORIAM
Elsie Mitchell

LIVE SMART AND TRY TO DO YOUR BEST. WHEN MINE IS OVER, I HOPE I HAVE DONE SOMETHING GOOD FOR THE WORLD, FOR THE WORLD HAS BEEN GOOD TO ME.

Last December, the Great Plains Institute lost a great friend and supporter. While we are saddened by her passing, Elsie led a full and active life; she turned 102 years old last August. If ones legacy is defined by their generosity, Elsies legacy is secure. She grew up on a farm in Buffalo, MN, without running water or electricity. Elsies mother died when she was very young, and her father relied on his six children to work the farm. She graduated from high school in 1935. With jobs hard to find, she ended up moving to California for a clerical job in a doctors office, working there for 35 years. While in California, she met her late husband, Mitch, a Los Angeles police officer. Early in her retirement, Elsie had an epiphany. After returning home from a bridge game, she made a promise to herself - I decided right there and then that being an excellent bridge player was not meaningful enough. I wanted to do more. The next day, Elsie went to volunteer at the local hospital, a hospital that also benefitted greatly from the Mitchells financial generosity over the

years. The Mitchells did not have any children, and when Mitch passed away Elsie returned to Minnesota to be closer to relatives. She continued her philanthropy and volunteered at a hospital in Edina until she was 96. Mike Niles, Director of Development & Communications, remembers his first visit with Elsie to discuss GPIs work. She immediately asked my opinion about climate change and why nothing is being done about it. And when Elsie believes that something is the right thing to do, she wants to play a role in making it happen. In a short period of time, Elsie became one of the Institutes largest benefactors. She made a generous gift in support of the National Enhanced Oil Recovery Initiative and sponsored our first Innovations in Energy Event at the Minneapolis Institute of Art last November. When she turned 100, Elsie was asked the secret to a long and successful life. Her response - Live smart and try to do your best. When mine is over, I hope I have done something good for the world, for the world has been good to me.

2012 Accomplishments

A Powerful Energy Analytic Tool Goes Online

We partnered with the World Resources Institute to launch the Power Almanac of the American Midwest, a comprehensive online tool that includes interactive maps, charts, and other energy data for twelve Midwest states. The Power Almanac informs policy makers, industry, and energy analysts of the regions electric resources, opportunities, and challenges.

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NEW BOARD MEMBER

Win Rockwell

I ACCEPTED THE INSTITUTES INVITATION TO JOIN THE BOARD, BECAUSE ITS POLICY WORK ADDRESSES ONE OF THE CENTRAL ISSUES OF OUR TIME, THE NEED TO ACCELERATE A TRANSITION TO A LOW CARBON ECONOMY AND AVERT THE DEVASTATING EFFECTS OF CLIMATE CHANGE.

In November, we welcomed Win Rockwell to our Board of Directors. He is a partner in the Minneapolis office of Faegre Baker Daniels. In his litigation practice, Win has led the product liability group, with a principal concentration on the agricultural and life science sectors. Win served as associate general counsel of President Carters Commission on the Accident at Three Mile Island and served as the lead private investigator in two subsequent investigations of alleged wrong-doing at Three Mile Island. At Faegre Baker Daniels, Win has served on the Management Board, as liaison to its international offices, and as a principal in the development of firm strategy. He also led the development and launching of the firms industry focuses and has been actively involved in the firms diversity efforts. I accepted the Institutes invitation to join the Board, says Win, because its policy work addresses one of the central issues of

our time, the need to accelerate a transition to a low carbon economy and avert the devastating effects of climate change. The Institute brings deep experience in convening stakeholders of disparate views to address energy and climate policy through constructive civil discourse. GPI also has a highly effective leader in Executive Director Rolf Nordstrom. I was drawn to the opportunity to support Rolf and the Institute in this work. Win also serves on the Minnesota Advisory Board of The Trust for Public Land, the Advisory Board of the Joint Degree Program in Law Health and the Life Sciences at the University of Minnesota, the Minneapolis downtown Gateway Committee, the Greening Public Realm Implementation Committee for the Minneapolis Downtown 2025 Plan, and on the Minneapolis RiverFirst Steering Committee. He lives in Minneapolis with his wife Binky.

2012 Accomplishments

Innovations in Energy Series

Aimed at broadening community awareness of key energy issues, this event drew over 100 attendees. Local meteorologist, Paul Douglas, shared his journey from skeptic to strong advocate for climate change mitigation strategies.

BOARD OF DIRECTORS
Dawn Erlandson, Immediate Past Chair Larry Goode, Treasurer Julie Ketchum, Secretary Christopher Neher, Vice Chair Rolf Nordstrom, Executive Director John Wells, Chair
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John Baumgartner Kim Carlson Kathryn Draeger Michael Jerstad Will Kaul Winthrop Win Rockwell
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YOUR GENEROSITY IS HAVING A BIG IMPACT!

THANKS TO YOU, we made significant progress
this year along the path to better energy reducing greenhouse gases and the environmental impacts of fossil energy, modernizing the nations energy infrastructure, advancing low-carbon transportation fuels, and building more sustainable communities. As always, consensus-building and collaboration provided the foundation for this progress, and we want to acknowledge the contributions of all of our partners.
You are the MVPs behind the MVPS
In partnership with the Midwestern Governors Association (MGA), we were a key stakeholder in the Midwest Independent System Operator (MISO) planning and approval process for over $5 billion in regionally beneficial transmission lines, referred to as Multi-Value Projects (MVPs). The identification and building of MVPs is critical to increasing the amount of wind energy on the electric grid. The process focuses on the inter-state coordination and permitting issues that have historically been barriers to getting MVP lines built, as well as how the costs of these lines will be allocated between states and the potential impacts of these lines on affected communities. Participating stakeholders include MISO, Organization of MISO States (OMS) utility commissioners and the Clean Energy Advocates Group. Three MISO MPV s are currently under construction including the critical Brookings/Twin Cities line ,with several more in Iowa and Wisconsin entering the state permitting phase this year.

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ALL OF OUR 2012 ACCOMPLISHMENTS WERE MADE POSSIBLE BY YOU

THANK YOU FOR YOUR SUPPORT

Building Momentum for Industrial Energy Efficiency

As part of the Midwestern Governors Associations Industrial Energy Initiative, we organized and co-sponsored an event called The Size of the Prize: Midwest Industrial Energy Efficiency Summit, featuring Illinois Governor Quinn as the keynote speaker and attended by over 100 participants; and co-authored a report titled Midwest Manufacturing Snapshot: Energy Use and Efficiency Policies.

North Dakota Delegation Studies Norways Approach to Managing Energy Wealth

Norway is a global leader in fossil and renewable energy production, environmental stewardship, and the responsible management of oil and gas wealth for future generations. We sent a delegation of private and public leaders from North Dakota, which was hosted by the Norwegian Ministry of Petroleum and Energy. Inspired by the Norwegian experience, delegation members returned committed to building consensus around a vision and policy recommendations for the future of the states Legacy Fund.

A Win-Win for the Environment and the Economy

We launched the National Enhanced Oil Recovery Initiative (NEORI), in partnership with the Center for Climate and Energy Solutions. This diverse stakeholder group was responsible for developing, refining, and reaching consensus on recommendations and work products. The conclusion of the first phase of the Initiative resulted in the introduction of bi-partisan legislation S. 3581 by Senators Kent Conrad (D-ND), Mike Enzi (R-WY), and Jay Rockefeller (D-WV). In CO2-enhanced oil recovery (CO2-EOR), oil producers inject CO2 into existing wells to draw otherwise inaccessible oil to the surface, which sustains production in otherwise declining oil fields. Enhanced oil recovery was first used in West Texas during the 1970s and currently accounts for about 6 percent of U.S. oil production. The goal of NEORI is to accelerate the commercialization of this highly beneficial but tremendously under- utilized practice. The NEORI plan includes federal and state incentives to reduce the cost of CO2 capture and to build out new CO2 pipelines. Broad adoption of the NEORI plan will result in significant improvements to energy security, the economy, and the environment.
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A Minnesota Pathway to Bio-Products Leadership

We worked with the BioBusiness Alliance of Minnesota and Life Science Alley to prepare recommendations for making the state an industry leader in the production of advanced/cellulosic biofuels and bioproducts. The policy committee published our recommendations in a report: Minnesota Roadmap: Recommendations for Bio-Industrial Processing.

Upgrade Your Biofuel Plant

We published a whitepaper, Ethanol in the Midwest: Maximizing Process Efficiency & Environmental Performance. It provides an overview of technological upgrades that conventional biofuel plants can implement to improve operational efficiencies and reduce greenhouse gas emissions.

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DONORS & OTHER SOURCES OF SUPPORT

ORGANIZATIONS
$100,000 or Greater Argonne National Labs Energy Foundation Joyce Foundation Kresge Foundation $50,000 to $99,999 Great River Energy Midwestern Governors Association New York Community Trust Rockefeller Family Fund $10,000 to $49,999 Arch Coal Bio-Business Alliance of Minnesota Chevron Continental Edgerton Foundation Energy Center of Wisconsin Holthues Trust Jupiter Oxygen Leucadia Up to $9,999 Advanced Engineering & Environmental Services Air Products Biem Foundation Braun Intertec Encana Growth Energy Heinrich Boll Foundation Nature Conservancy Praxair Renewable Fuels Association Tenaska Ulteig M-RETS Natural Resources Defense Council North Dakota National Resources Trust Prairie Climate Stewardship Network Southern Company Summit The Linde Group Wal-Mart Foundation

DONORS & OTHER SOURCES OF SUPPORT

INDIVIDUALS
$500 or Greater John & Cathy Baumgartner Mike & Sharon Conley Mike & Dawn Erlandson Larry & Carol Goode Frederick & Sarah Haas Jeff & Lucy Heegaard Will & Claudia Kaul James & Mary Kubiak Elsie Mitchell Rolf & Kathy Nordstrom Matt & Anne Schuerger Bob & Elinor Williams Jonathan & Sarah Wilmshurst $100 to $499 Paul & Amy Biewen Kim Carlson Kim & Gail Christianson Don & Sandra Craighead Wendell & Susan Fletcher Up to $99 Iver & Nancy Anderson David & Sally-Anne Benson Mike Burke William & Jill Crafton Mike & Patti Gregerson Kim Harbinson Erdys Heywood Ann Heywood & Gene Stanley Cecily Hines & Tom Pettus Michael & Rebecca Hofstad Julie Ketchum Dana & Bonita Lonn Paul Meier Mike & Gisselle Niles Harry Nordstrom Tom & Susan Perusse Lola Schoenrich & Peter Oppenheim Marlyn Schroeder Medora Woods Kathryn Draeger Sara Grace Michele Hajek Tom & Liz Heywood Karen Lokkesmoe Marilyn Lundberg Philipp Muessig Chris Neher Carl Nelson James & Diane Nelson Warren Park Joe Richardson Edyth Schoenrich Clark Schroeder & Summer Seidenkranz Andrea Specht Steve Watson

Statement of Activities
(for the fiscal year ending June 30, 2012)

SUPPORT & REVENUE Contributions $1,542,600 Government Contracts Other Income Investment Income Total Support & Revenue $120,521 $3,960 $2,625 $1,970,718 Contracts $301,012

EXPENSES Program Services Management and General Fundraising Total Expenses Change in Net Assets $1,362,031 $223,595 $108,875 $1,694,501 $276,217

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WORKING AT GPI
Personal Perspectives

 I have a passion for people and organizations that exist to figure out big, politically and socially complex issues, and that is what GPI is all about.
Jim Kubiak, Former Chair of Board of Directors

Our Staff Amanda Bilek

I grew up on a small crop and livestock farm in central Minnesota. Environmental stewardship and rural economic development are key values to my familys farm operation and values instilled in me from an early age. Many of the technology pathways to build a better energy future create opportunities for rural economic development and improved environment benefits. Working at the Great Plains Institute on issues that will create a more prosperous, cleaner and secure energy future allows me to do work every day that I am passionate about and to build relationships with community leaders who share a vision for a better energy future.
Amanda Bilek Energy Policy Specialist Jennifer Christensen Energy Policy Specialist Brad Crabtree Steve Dahlke Mike Gregerson Brendan Jordan Patrice Lahlum Dane McFarlane Amir Nadav Program Director Energy Policy Specialist Program Consultant Program Director Program Consultant Energy Policy Analyst Energy Policy Specialist Director of Development & Communications Executive Director Program Director Deputy Director

Dane McFarlane
GPIs entrepreneurial nature gives me the freedom to pursue what truly interests me in ways that will have the largest impact on reversing climate change. By cultivating my technical skills to contribute analysis for energy policy processes, GPI has provided me with an opportunity not only to express myself, but also to work toward ushering in a clean energy future, a mission in which both I and the organization believe.

Mike Niles Rolf Nordstrom Lola Schoenrich Eric Schroeder

As a non-partisan, non-profit organization, the Great Plains Institute takes a pragmatic approach to energy and climate change challenges working with diverse interests to transform the way we produce, distribute, and consume energy to be both environmentally and economically sustainable. Through research and analysis, consensus policy development, and technology acceleration, we are leading the transition to clean, efficient and secure energy.

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